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
February 2, 2016
Date of Report (Date of earliest event reported)
 _____________________________________________
FEI COMPANY
(Exact name of registrant as specified in its charter)
 _____________________________________________
 
 
 
 
 
Oregon
 
000-22780
 
93-0621989
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)
(503) 726-7500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 _____________________________________________
 
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))
 






Item 2.02. Results of Operations and Financial Condition.
On February 2, 2016, FEI Company issued a press release announcing results for the quarter ended December 31, 2015. A copy of this press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information in this Item 2.02 of this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange 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 under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release issued by FEI Company, dated February 2, 2016





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
FEI COMPANY
 
/s/ Bradley J. Thies
Bradley J. Thies
Senior Vice President, General Counsel and Secretary
Date: February 2, 2016





EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Description
 
 
99.1
 
Press Release issued by FEI Company, dated February 2, 2016




Exhibit 99.1

NEWS RELEASE
For more information contact:

FEI Company
Jason Willey
Sr. Director, Investor Relations and Corporate Development
(503) 726-2533
jason.willey@fei.com
FEI Reports Fourth Quarter 2015 Results
Record Revenue of $273 Million and EPS of $1.17
Record Bookings of $294 Million and Book-to-Bill of 1.08-to-1

HILLSBORO, Ore. February 2, 2016 - FEI Company (NASDAQ: FEIC) today reported results for the fourth quarter of 2015. Fourth quarter revenue of $273 million was up 2.7% compared with $265 million for fourth quarter of 2014. Movements in foreign exchange rates negatively impacted revenue for the fourth quarter of 2015 by approximately $16 million. Excluding the impact of foreign exchange movements and $1.7 million of revenue related to acquisitions, fourth quarter organic revenue was up 8.2% compared with the fourth quarter of 2014.
Diluted earnings per share computed on the basis of accounting principles generally accepted in the United States (“GAAP”) were $1.17 for the fourth quarter of 2015, compared with $0.79 in the fourth quarter of 2014. Net income for the quarter was $48 million compared with $33 million in the fourth quarter of 2014.
On December 10, 2015, the company completed the acquisition of DCG Systems. Included in fourth quarter 2015 results is $1.0 million of DCG revenue and a net negative impact to net income of $3.0 million, or $0.07 per share.
The company’s backlog of orders at the end of the fourth quarter of 2015 was $591 million, compared with $536 million at the end of the fourth quarter of 2014 and $562 million at the end of the third quarter of 2015. Bookings for the fourth quarter of 2015 were a record $294 million, resulting in a book-to-bill ratio of 1.08-to-1.
For the full year 2015, revenue was $930 million compared with $956 million for 2014. Excluding the impact of $55 million related to negative foreign exchange movements and $4.1 million of revenue related to acquisitions, 2015 organic revenue was up 2.6% compared with 2014. Bookings were $996 million compared with $1.05 billion for 2014. Adjusted EBITDA for 2015 was $217 million compared with $199 million for 2014. A reconciliation of adjusted EBITDA to GAAP operating income is included in a table attached to this press release. Net income for 2015 was $124 million or $2.96 per diluted share, compared with $105 million or $2.47 per diluted share for 2014.
Net cash provided by operating activities for the fourth quarter of 2015 was $70 million, unchanged from the fourth quarter of 2014. During the quarter, the company paid cash dividends of $12 million, invested $6.9 million on plant and equipment and repurchased 443,000 shares of its common stock at an average price of $75.77.
In 2015, net cash provided by operating activities was $204 million, compared with $143 million in 2014. For the full year, the company paid cash dividends of $46 million, invested $17 million in plant and equipment and repurchased 1.4 million shares of its common stock at an average price of $76.78. Total cash, investments and restricted cash at the end of 2015 was $351 million.



“2015 finished on a positive note with record revenue, operating margin and earnings per share in the fourth quarter,” commented Don Kania, president and CEO. “The strong results in the quarter were driven by our Science segment, with record orders and revenue from life sciences customers.
“As we look to 2016, we see improved organic revenue growth driving increased earnings and cash flow for FEI. We are especially excited about the adoption of cyro-EM by life sciences customers and there is opportunity for an improved back half of the year in the semiconductor market as spending picks up at our larger customers.”
Outlook
For full year 2016, the company expects reported revenue to be in the range of $1.02 billion to $1.05 billion. On an organic basis, excluding revenue from DCG and the expected negative impact of a stronger U.S dollar, revenue is expected to grow in the range of 3.5% to 6.5%, compared with 2015. Adjusted EBITDA is expected to be in the range of $235 million to $245 million. GAAP earnings per fully diluted share are expected to be in the range of $3.55 to $3.70. This range is based on an expected tax rate for the full year of approximately 21%.
For the first quarter of 2016, the company expects reported revenue to be in the range of $215 million to $225 million. On an organic basis, excluding revenue from DCG and the expected negative impact of a stronger U.S. dollar, first quarter 2016 revenue is expected to be in the range of flat to down 4.0% compared with the first quarter of 2015. First quarter GAAP earnings per fully diluted share are expected to be in the range of $0.46 to $0.57.
Investor Conference Call - 2:00 p.m. Pacific Time, Tuesday, February 2, 2016
Parties interested in listening to FEI's quarterly conference call may do so by dialing 1-877-407-8293 (U.S., toll-free) or +1-201-689-8349 (international and toll), with the conference title: FEI Fourth Quarter Earnings Conference Call. The call can also be accessed via the web by going to FEI's Investor Relations page at http://investor.fei.com/event, where the webcast will also be archived.
Safe Harbor Statement
This news release contains forward-looking statements that include guidance for revenue and/or earnings per share for the first quarter of 2016 and full year 2016, the impact of certain items on our results for these periods, statements regarding our sources of revenue, our investments and expenditures, foreign currency exchange rates, assumptions about tax rates, the allocation of our resources and expenditures, expectations for performance from the acquisition of DCG, and developments, trends, and opportunities in certain markets. Forward-looking statements may also be identified by words and phrases that refer to future expectations, such as “guidance”, “guiding”, “forecast”, “toward”, “plan”, “expect”, “are expected”, “is expected”, “believe”, “anticipate”, “will”, “projecting”, “look forward”, “continue to see”, “outlook” and other similar words and phrases. Factors that could affect these forward-looking statements include, but are not limited to: the global economic environment, particularly continued slower growth in China and emerging markets; lower than expected customer orders, including for recently-introduced products; potential weakness of the Science and Industry market segments, including continued weakness in the oil and gas sector of the Industry segment resulting from lower oil prices; fluctuations in foreign exchange rates, which, among other things, can affect revenues, margins, bookings, backlog and the competitive pricing of our products; cyclical and other changes and increased volatility in the semiconductor industry, which is a major component of Industry market segment revenue; failure to achieve the anticipated benefits of the DCG acquisition; changes in backlog and the timing of shipments from backlog, which may create forecasting challenges; potential delayed or reduced governmental spending to support expected orders; potential disruption in the company's operations due to organizational changes; the relative mix of higher-margin and lower-margin products; potential for increased volatility and challenges in forecasting resulting from larger sales transactions, cancellations and rescheduling of orders by customers; risks associated with a high percentage of the company's revenue coming from book and ship business, when the order for a product is placed by the customer in the same quarter as the planned shipment, and risks associated with building and shipping a high percentage of the company’s quarterly revenue in the last month of the quarter; delays in meeting all accounting requirements for revenue recognition; the ongoing determination of the effectiveness of foreign exchange hedge transactions; the relative mix of U.S. and non-U.S. sales; additional costs related to future merger and acquisition



activity; failure of the company to achieve anticipated benefits of acquisitions and collaborations, including failure to achieve financial goals and integrate acquisitions successfully; reduced profitability due to failure to achieve or sustain margin improvement in service or product manufacturing; potential disruption in manufacturing or unexpected additional costs due to the transition from older to newer products; failure to achieve improved operational efficiency and other benefits from infrastructure investments and restructuring activities; potential additional restructurings, realignments and reorganizations; inability to deploy products as expected or delays in shipping products due to technical problems or barriers, especially with regard to recently introduced TEM products; bankruptcy or insolvency of customers or suppliers; and changes in U.S. and foreign tax rates and laws, accounting rules regarding taxes or agreements with tax authorities. Please also refer to our Form 10-K, Forms 10-Q, Forms 8-K and other filings with the U.S. Securities and Exchange Commission for additional information on these factors and other factors that could cause actual results to differ materially from the forward-looking statements. FEI assumes no duty to update forward-looking statements.
About FEI
FEI Company (Nasdaq: FEIC) designs, manufactures and supports a broad range of high-performance microscopy workflow solutions that provide images and answers at the micro-, nano- and picometer scales. Its innovation and leadership enable customers in industry and science to increase productivity and make breakthrough discoveries. Headquartered in Hillsboro, Ore., USA, FEI has over 3,000 employees and sales and service operations in more than 50 countries around the world. More information can be found at: www.fei.com.




FEI Company and Subsidiaries
Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
December 31,
2015
 
December 31,
2014
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
300,911

 
$
300,507

Short-term investments in marketable securities

 
61,688

Short-term restricted cash
19,119

 
15,698

Receivables, net
213,128

 
227,354

Inventories, net
170,513

 
176,440

Deferred tax assets
10,566

 
8,225

Other current assets
33,614

 
35,503

Total current assets
747,851

 
825,415

Long-term investments in marketable securities
8,677

 
85,865

Long-term restricted cash
22,113

 
38,369

Property plant and equipment, net
155,608

 
163,794

Intangible assets, net
35,943

 
54,111

Goodwill
145,607

 
170,773

Deferred tax assets
6,719

 
6,605

Long-term inventories
47,109

 
50,731

Other assets, net
180,222

 
22,155

Total Assets
$
1,349,849

 
$
1,417,818

Liabilities and Shareholders' Equity
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
58,708

 
$
78,308

Accrued payroll liabilities
38,643

 
38,599

Accrued warranty reserves
14,107

 
13,005

Deferred revenue
101,155

 
96,924

Income taxes payable
12,124

 
5,299

Accrued restructuring and reorganization
655

 
9,161

Other current liabilities
52,630

 
56,146

Total current liabilities
278,022

 
297,442

Long-term deferred revenue
44,745

 
34,021

Deferred tax liabilities
5,187

 
9,576

Other liabilities
31,819

 
35,454

Shareholders' Equity:
 
 
 
Preferred stock - 500 shares authorized; none issued and outstanding

 

Common stock - 70,000 shares authorized; 40,855 and 41,797 shares issued and outstanding, no par value
533,062

 
607,250

Retained earnings
538,053

 
461,586

Accumulated other comprehensive loss
(81,039
)
 
(27,511
)
Total shareholders’ equity
990,076

 
1,041,325

Total Liabilities and Shareholders' Equity
$
1,349,849

 
$
1,417,818






FEI Company and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
December 31,
2015
 
December 31,
2014
 
December 31,
2015
 
December 31,
2014
Net Sales:
 
 
 
 
 
 
 
Products
$
206,164

 
$
205,207

 
$
685,651

 
$
722,666

Service
66,402

 
60,098

 
244,481

 
233,614

Total net sales
272,566

 
265,305

 
930,132

 
956,280

Cost of Sales:
 
 
 
 
 
 
 
Products
101,106

 
106,718

 
336,071

 
369,043

Service
38,522

 
35,188

 
139,470

 
139,082

Total cost of sales
139,628

 
141,906

 
475,541

 
508,125

Gross profit
132,938

 
123,399

 
454,591

 
448,155

Operating Expenses:
 
 
 
 
 
 
 
Research and development
25,294

 
25,434

 
95,569

 
102,613

Selling, general and administrative
49,181

 
49,170

 
181,563

 
197,682

Impairment of goodwill and long-lived assets

 

 
26,596

 

Restructuring and reorganization
2

 
7,201

 
(563
)
 
18,459

Total operating expenses
74,477

 
81,805

 
303,165

 
318,754

Operating Income
58,461

 
41,594

 
151,426

 
129,401

Other Expense, Net
(705
)
 
(564
)
 
(3,634
)
 
(2,471
)
Income Before Income Taxes
57,756

 
41,030

 
147,792

 
126,930

Income Tax Expense
9,509

 
7,639

 
23,783

 
21,866

Net Income
$
48,247

 
$
33,391

 
$
124,009

 
$
105,064

Basic Net Income Per Share
$
1.18

 
$
0.80

 
$
2.99

 
$
2.50

Diluted Net Income Per Share
$
1.17

 
$
0.79

 
$
2.96

 
$
2.47

Weighted Average Shares Outstanding:
 
 
 
 
 
 
 
Basic
40,887

 
41,726

 
41,419

 
41,969

Diluted
41,256

 
42,221

 
41,839

 
42,528






FEI Company and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
 
Thirteen Weeks Ended (1)
 
Fifty-Two Weeks Ended (1)
 
December 31,
2015
 
December 31,
2014
 
December 31,
2015
 
December 31,
2014
Net Sales:
 
 
 
 
 
 
 
Products
75.6
 %
 
77.3
 %
 
73.7
 %
 
75.6
 %
Service
24.4

 
22.7

 
26.3

 
24.4

Total net sales
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of Sales:
 
 
 
 
 
 
 
Products
37.1
 %
 
40.2
 %
 
36.1
 %
 
38.6
 %
Service
14.1

 
13.3

 
15.0

 
14.5

Total cost of sales
51.2
 %
 
53.5
 %
 
51.1
 %
 
53.1
 %
Gross Margin:
 
 
 
 
 
 
 
Products
51.0
 %
 
48.0
 %
 
51.0
 %
 
48.9
 %
Service
42.0

 
41.4

 
43.0

 
40.5

Gross margin
48.8

 
46.5

 
48.9

 
46.9

Operating Expenses:
 
 
 
 
 
 
 
Research and development
9.3
 %
 
9.6
 %
 
10.3
 %
 
10.7
 %
Selling, general and administrative
18.0

 
18.5

 
19.5

 
20.7

Impairment of goodwill and long-lived assets

 

 
2.9

 

Restructuring and reorganization

 
2.7

 
(0.1
)
 
1.9

Total operating expenses
27.3
 %
 
30.8
 %
 
32.6
 %
 
33.3
 %
Operating Income
21.4
 %
 
15.7
 %
 
16.3
 %
 
13.5
 %
Other Expense, Net
(0.3
)%
 
(0.2
)%
 
(0.4
)%
 
(0.3
)%
Income Before Income Taxes
21.2
 %
 
15.5
 %
 
15.9
 %
 
13.3
 %
Income Tax Expense
3.5
 %
 
2.9
 %
 
2.6
 %
 
2.3
 %
Net Income
17.7
 %
 
12.6
 %
 
13.3
 %
 
11.0
 %
 
(1) 
Percentages may not add due to rounding.





FEI Company and Subsidiaries
Consolidated Summary of Cash Flows
(In thousands)
(Unaudited)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
December 31,
2015
 
December 31,
2014
 
December 31,
2015
 
December 31,
2014
Net Income
$
48,247

 
$
33,391

 
$
124,009

 
$
105,064

    Depreciation
6,437

 
6,663

 
24,801

 
29,042

    Amortization
2,745

 
3,812

 
11,225

 
14,290

    Stock-based compensation
5,764

 
5,676

 
22,379

 
23,132

    Impairment of goodwill and long-lived assets

 
1,097

 
26,596

 
1,379

    Other changes in working capital
6,555

 
19,668

 
(4,530
)
 
(29,998
)
Net cash provided by operating activities
69,748

 
70,307

 
204,480

 
142,909

    Acquisition of property, plant and equipment
(6,914
)
 
(14,052
)
 
(17,023
)
 
(49,481
)
    Payments for acquisitions, net of cash acquired
(161,811
)
 

 
(167,188
)
 
(65,049
)
    Other investing activities
67,518

 
15,681

 
144,360

 
(2,285
)
Net cash (used in) provided by investing activities
(101,207
)
 
1,629

 
(39,851
)
 
(116,815
)
Dividends paid on common stock
(12,333
)
 
(10,443
)
 
(45,673
)
 
(31,062
)
Repurchases of common stock
(34,664
)
 
(22,208
)
 
(107,238
)
 
(62,523
)
Other financing activities
2,465

 
(1,757
)
 
11,139

 
9,183

Net cash used in financing activities
(44,532
)
 
(34,408
)
 
(141,772
)
 
(84,402
)
Effect of exchange rate changes
(4,956
)
 
(9,462
)
 
(22,453
)
 
(25,355
)
(Decrease) increase in cash and cash equivalents
(80,947
)
 
28,066

 
$
404

 
$
(83,663
)
Cash and Cash Equivalents:
 
 
 
 
 
 
 
Beginning of period
381,858

 
272,441

 
300,507

 
384,170

End of period
$
300,911

 
$
300,507

 
$
300,911

 
$
300,507

Supplemental Cash Flow Information:
 
 
 
 
 
 
 
Cash paid for income taxes, net
$
2,768

 
$
2,525

 
$
25,190

 
$
16,983

Accrued purchases of plant and equipment
2,193

 
700

 
2,193

 
700

Dividends declared but not paid
12,257

 
10,385

 
12,257

 
10,385
























FEI Company and Subsidiaries
Adjusted EBITDA Reconciliation
(In thousands)
(Unaudited)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
December 31,
2015
 
December 31,
2014
 
December 31,
2015
 
December 31,
2014
GAAP Operating Income
$
58,461

 
$
41,594

 
$
151,426

 
$
129,401

    Add: Depreciation
6,437

 
6,663

 
24,801

 
29,042

    Add: Amortization
2,745

 
3,812

 
11,225

 
14,290

EBITDA
67,643

 
52,069

 
187,452

 
172,733

    Add: Impairment of goodwill and long-lived assets

 

 
26,596

 

    Add: Restructuring and integration costs
562

 
9,760

 
(3
)
 
26,559

    Add: DCG transaction costs
3,257

 

 
3,257

 

Adjusted EBITDA
$
71,462

 
$
61,829

 
$
217,302

 
$
199,292






FEI Company and Subsidiaries
Supplemental Data Table
($ in millions, except per share amounts)
(Unaudited)
 
Thirteen Weeks Ended
 
Fifty-Two Weeks Ended
 
December 31, 2015
 
December 31, 2014
 
December 31, 2015
 
December 31, 2014
Income Statement Highlights:
 
 
 
 
 
 
 
Consolidated sales
$
272.6

 
$
265.3

 
$
930.1

 
$
956.3

Gross margin
48.8
%
 
46.5
%
 
48.9
%
 
46.9
%
Net income
$
48.2

 
$
33.4

 
$
124.0

 
$
105.1

Diluted net income per share
$
1.17

 
$
0.79

 
$
2.96

 
$
2.47

Sales and Bookings Highlights:
 
 
 
 
 
 
 
Sales by Segment
 
 
 
 
 
 
 
Industry Group
$
109.6

 
$
109.5

 
$
446.3

 
$
450.2

Science Group
163.0

 
155.8

 
483.8

 
506.1

Sales by Geography
 
 
 
 
 
 
 
USA & Canada
$
80.0

 
$
75.9

 
$
297.7

 
$
305.6

Europe
87.0

 
80.6

 
246.9

 
267.8

Asia-Pacific and Rest of World
105.6

 
108.8

 
385.5

 
382.9

Gross Margin by Segment
 
 
 
 
 
 
 
Industry Group
51.6
%
 
49.9
%
 
52.2
%
 
51.1
%
Science Group
46.9

 
44.1

 
45.8

 
43.1

Bookings and Backlog
 
 
 
 
 
 
 
Bookings - Total
$
294.3

 
$
273.3

 
$
995.6

 
$
1,046.4

Book-to-bill Ratio
1.08

 
1.03

 
1.07

 
1.09

Backlog - Total
$
590.6

 
$
535.6

 
$
590.6

 
$
535.6

Backlog - Service
173.5

 
170.8

 
173.5

 
170.8

Bookings by Segment
 
 
 
 
 
 
 
Industry Group
$
106.2

 
$
102.3

 
$
470.7

 
$
493.4

Science Group
188.1

 
171.0

 
524.9

 
553.0

Bookings by Geography
 
 
 
 
 
 
 
USA & Canada
$
105.1

 
$
69.0

 
$
348.6

 
$
303.5

Europe
93.2

 
88.3

 
259.3

 
321.8

Asia-Pacific and Rest of World
96.0

 
116.0

 
387.6

 
421.1

Balance Sheet and Other Highlights:
 
 
 
 
 
 
 
Cash, equivalents, investments, restricted cash
$
350.8

 
$
502.1

 
$
350.8

 
$
502.1

Days sales outstanding (DSO)
71

 
78

 
71

 
78

Days in inventory
149

 
152

 
149

 
152

Days in payables (DPO)
38

 
50

 
38

 
50

Cash Cycle (DSO + Days in Inventory - DPO)
182

 
180

 
182

 
180

Working capital
$
469.8

 
$
528.0

 
$
469.8

 
$
528.0

Headcount (permanent and temporary)
3,060

 
2,660

 
3,060

 
2,660

Euro average rate
1.10

 
1.25

 
1.11

 
1.33

Euro ending rate
1.09

 
1.21

 
1.09

 
1.21

Yen average rate
121.44

 
113.50

 
121.02

 
105.45

Yen ending rate
120.39

 
119.59

 
120.39

 
119.59



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