-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MJIdkVb9BvBwnFxy6z0RHnSzAH2fw9bDJG7g1V/nZSGlZ3bwu5CP4QOxcLMn5hBL fPNDkKwBHMzUTNQbttp9KQ== 0001144204-07-038250.txt : 20070725 0001144204-07-038250.hdr.sgml : 20070725 20070725160902 ACCESSION NUMBER: 0001144204-07-038250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070725 DATE AS OF CHANGE: 20070725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GSI GROUP INC CENTRAL INDEX KEY: 0001076930 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 980110412 STATE OF INCORPORATION: A3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25705 FILM NUMBER: 07999482 BUSINESS ADDRESS: STREET 1: 39 MANNING ROAD STREET 2: . CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 978-439-5511 MAIL ADDRESS: STREET 1: 39 MANNING ROAD STREET 2: . CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS INC DATE OF NAME CHANGE: 19990401 FORMER COMPANY: FORMER CONFORMED NAME: GSI LUMONICS DATE OF NAME CHANGE: 19990331 FORMER COMPANY: FORMER CONFORMED NAME: LUMONICS INC DATE OF NAME CHANGE: 19990115 8-K 1 v081863_8k.txt - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 Date of Report (Date of earliest event reported): July 25, 2007 GSI GROUP INC. (Exact name of registrant as specified in its charter) New Brunswick, Canada ----------------------------------------- (State or other jurisdiction of incorporation) 000-25705 98-0110412 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 39 Manning Road, Billerica, Massachusetts 01821 - -------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) (978) 439-5511 ----------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- 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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 220.425) |_| 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 July 25, 2007, GSI Group Inc. (the "Company") issued a press release announcing its financial position and results of operations as of and for the fiscal quarter ended June 29, 2007. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Shell Company Transactions. Not applicable. (d) Exhibits. 99.1 Press Release issued July 25, 2007 The information in this Current Report on Form 8-K (including the press release attached as Exhibit 99.1 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 into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein. SIGNATURE 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. GSI GROUP INC. (Registrant) Date: July 25, 2007 By: /s/ Robert L. Bowen ----------------------------------- Robert L. Bowen Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued July 25, 2007. EX-99.1 2 v081863_ex99-1.txt GSI Group Reports Second Quarter Results Company Reports Bookings of $89.5 Million, 1.2 Book-to-Bill Ratio and $98 Million Backlog BILLERICA, MA July 25, 2007: GSI Group Inc., (Nasdaq: GSIG), a leading provider of precision technology and semiconductor systems, today announced financial results for the second quarter ended June 29, 2007. Second quarter revenue was $73.1 million, compared to first quarter revenue of $74.2 million and $76.4 million for the second quarter of 2006. Excluding restructuring charges, operating profit was $5.3 million in the second quarter versus $6.0 million in the first quarter and $8.0 million in the second quarter of 2006. GAAP net income for the quarter was $3.3 million, or $0.08 per diluted share, compared to the first quarter results of $3.2 million, or $0.08 per diluted share, and $6.2 million, or $0.15 per diluted share in the second quarter of 2006. First half 2007 revenue was $147.3 million, compared to $152.5 million in 2006. Excluding restructuring charges, operating profit totaled $11.3 million in the first half of 2007 compared to $15.2 million in the first half of 2006. Year to date GAAP net income was $6.5 million, or $0.15 per diluted share, compared to year to date GAAP net income of $11.3 million, or $0.27 per diluted share in the prior year. Second quarter bookings were $89.5 million, up 16% compared with $76.9 million in the first quarter. The book to bill ratio was 1.2, the third consecutive quarter with a book to bill ratio of 1.0 or above. Deferred revenue at June 29, 2007 totaled $15.3 million. The backlog at June 29, 2007 was $98.1 million, up from $79.3 in the prior quarter. Precision Technology segment bookings grew 12% from the first quarter due to strength in encoders and printed circuit board spindles. Semiconductor Systems segment bookings grew 21% from the first quarter due to record Wafer Mark orders and strong Wafer Repair bookings. Second quarter order activity in this segment was the second highest level in the last twelve quarters. Dr. Sergio Edelstein, President and CEO commented, "We are pleased with both orders and results this quarter. Company-wide bookings grew significantly and we are entering the third quarter with a healthy backlog. We completed an accretive acquisition. Our Precision Technology bookings strengthened, particularly in the encoder business, and Semiconductor Systems made steady progress in new customer wins and orders." Gross margin of 41% in the second quarter increased from 40% in the first quarter largely due to favorable margins and higher revenue in the encoder, printed circuit board spindle and wafer mark product lines. Operating expenses, excluding a one time benefit of a legal settlement in the first quarter and restructuring charges, declined $1.0 million sequentially, from $25.3 million in the first quarter to $24.3 million in the second quarter. Income tax expense for the second quarter was $2.1 million, an effective tax rate of 39%. The increase in the effective tax rate was primarily due to losses, including restructuring charges, in the U.K., which were not tax affected due to the Company's current tax loss carryforward position in the U.K. Cash and short term investments were $152.3 million, up $4.9 million from the first quarter, including $3.0 million used for the purchase of the Thales Beryllium Optronics Business. The Company anticipates the following for the third quarter of 2007: - - Revenue to be in the range of $77.0 million to $82.0 million - - Diluted earnings per share, including restructuring charges, in the range of $0.09 to $0.13 - - Restructuring costs in the range of $1.7-$1.9 million as previously projected Dial In: July 26th at 8:30 a.m. ET GSI Group will host a conference call for investors at 8:30 a.m. eastern on July 26th. Participants are invited to join by dialing (706) 634-5123 with an access code: 6482156. The replay will be available for two weeks by dialing (706) 645-9291 with the replay passcode: 6482156. The conference call also will be broadcast live over the Internet at www.gsig.com. About GSI Group Inc. GSI Group Inc. supplies precision technology to the global medical, electronics, and industrial markets and semiconductor systems. GSI Group Inc.'s common shares are listed on Nasdaq (GSIG). Certain statements in this news release may constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These forward-looking statements may relate to anticipated financial performance, management's plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions, tax issues and other matters. All statements contained in this news release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "objective" and other similar expressions. Readers should not place undue reliance on the forward- looking statements contained in this news release. Such statements are based on management's beliefs and assumptions and on information currently available to management and are subject to risks, uncertainties and changes in condition, significance, value and effect. Other risks include the fact that the Company's sales have been and are expected to continue to be dependent upon customer capital equipment expenditures, which are, in turn, affected by business cycles in the markets served by those customers. Other factors include volatility in the semiconductor industry, the risk of order delays and cancellations, the risk of delays by customers in introducing their new products and market acceptance of products incorporating subsystems supplied by the Company, risks of currency fluctuations, risks to the Company of delays in its new products, our ability to continue to reduce costs and capital expenditures, our ability to focus R&D investment and integrate acquisitions, changes in applicable accounting standards, tax regulations or other external regulatory rules and standards, and other risks detailed in reports and documents filed by the Company with the United States Securities and Exchange Commission and with securities regulatory authorities in Canada. Such risks, uncertainties and changes in condition, significance, value and effect, many of which are beyond the Company's control, could cause the Company's actual results and other future events to differ materially from those anticipated. The Company does not, however, assume any obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. For more information contact: Investor Relations, 978-439-5511, Ray Ruddy, (ext. 6170) GSI GROUP INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (U.S. GAAP and in thousands of U.S. dollars, except share amounts)
June 29, December 31, 2007 2006 --------- --------- ASSETS Current Cash and cash equivalents $ 152,293 $ 138,315 Accounts receivable, less allowance of $624 (December 31, 2006 -- $911) 72,522 54,546 Income taxes receivable 4,691 5,755 Inventories 73,891 72,703 Deferred tax assets 8,001 7,925 Other current assets 6,171 11,559 --------- --------- Total current assets 317,569 290,803 Property, plant and equipment, net of accumulated depreciation of 32,747 (December 31, 2006 -- $28,588) 33,939 33,511 Deferred tax assets 20,566 20,099 Other assets 673 710 Long-term investments 803 693 Intangible assets, net of amortization of $7,528 (December 31, 2006 -- $6,380) 13,982 14,965 Patents and acquired technology, net of amortization of $37,885 (December 31, 2006 -- $35,455) 22,356 24,203 Goodwill 26,421 26,421 --------- --------- $ 436,309 $ 411,405 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable $ 16,184 $ 14,002 Accrued compensation and benefits 10,635 13,455 Deferred Revenue 15,317 2,965 Other accrued expenses 10,915 12,881 --------- --------- Total current liabilities 53,051 43,303 Deferred compensation 650 2,740 Deferred tax liabilities 12,412 12,342 Accrued long term restructuring 997 1,141 Income taxes payable 1,787 -- Accrued pension liability 8,936 8,806 --------- --------- Total liabilities 77,833 68,332 Commitments and contingencies Stockholders' equity Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 42,597,401 (December 31, 2005 -- 41,889,804) 316,204 310,635 Additional paid-in capital 6,593 5,314 Retained earnings 35,673 29,431 Cumulative effect of adopting FIN No. 48 - Accounting for Uncertainty in Income Taxes 146 Accumulated other comprehensive loss (140) (2,307) --------- --------- Total stockholders' equity 358,476 343,073 --------- --------- $ 436,309 $ 411,405 ========= =========
GSI GROUP INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (U.S. GAAP and in thousands of U.S. dollars, except share amounts)
Three Months Ended Six Months Ended ------------------------ ------------------------ June 29, June 30, June 29, June 30, 2007 2006 2007 2006 --------- --------- --------- --------- Sales $ 73,117 $ 76,401 $ 147,321 $ 152,524 Cost of goods sold 43,362 44,009 88,131 88,583 --------- --------- --------- --------- Gross profit 29,755 32,392 59,190 63,941 Operating expenses: Research and development and engineering 7,729 7,400 15,386 14,841 Selling, general and administrative and other 15,027 15,753 29,066 30,575 Amortization of purchased intangibles 1,690 1,513 3,419 3,341 Restructuring and other 1,474 (129) 3,728 (135) --------- --------- --------- --------- Total operating expenses 25,920 24,537 51,599 48,622 --------- --------- --------- --------- Income from operations 3,835 7,855 7,591 15,319 Interest and other income, net 1,690 547 3,227 1,320 Foreign exchange transaction gains (losses) (62) 140 (434) (569) --------- --------- --------- --------- Income before income taxes 5,463 8,542 10,384 16,070 Income tax provision 2,140 2,358 3,861 4,783 --------- --------- --------- --------- Net income $ 3,323 $ 6,184 $ 6,523 $ 11,287 ========= ========= ========= ========= Net income per common share: Basic $ 0.08 $ 0.15 $ 0.15 $ 0.27 Diluted $ 0.08 $ 0.15 $ 0.15 $ 0.27 Weighted average common shares outstanding (000's) 42,427 42,100 42,204 42,008 Weighted average common shares outstanding for diluted net income per common share (000's) 42,678 42,304 42,409 42,400
GSI GROUP INC. Consolidated Analysis By Segment (unaudited) (thousands of U.S. dollars)
Three Months Ended Six Months Ended ----------------------- ----------------------- June 29, June 30, June 29, June 30, 2007 2006 2007 2006 -------- -------- -------- -------- Sales: Precision Technology $ 46,921 $ 50,439 $ 90,545 $ 97,417 Semiconductor Systems 27,110 29,012 58,968 60,341 Intersegment sales elimination (914) (3,050) (2,192) (5,234) -------- -------- -------- -------- Total $ 73,117 $ 76,401 $147,321 $152,524 ======== ======== ======== ======== Gross profit %: Precision Technology 38.4% 40.8% 37.2% 40.0% Semiconductor Systems 42.6% 41.2% 43.1% 41.3% Intersegment sales elimination (23.7%) (4.0%) (5.1%) (0.5%) Total 40.7% 42.4% 40.2% 41.9%
GSI GROUP INC. Consolidated Sales Analysis By Geographic Region (unaudited) (millions of U.S. dollars) Three Months Ended ------------------------------------------------- June 29, 2007 June 30, 2006 ---------------------- ---------------------- Sales % of Total Sales % of Total ------ ---------- ------ ---------- (In millions) (In millions) North America .............. $ 19.2 26% $ 22.1 29% Latin and South America .... 0.1 -- 0.5 1 Europe (EMEA) .............. 12.6 17 14.3 18 Japan ...................... 15.7 22 8.8 12 Asia-Pacific, other ........ 25.5 35 30.7 40 ------ ------ ------ ------ Total ................ $ 73.1 100% $ 76.4 100% Six Months Ended ------------------------------------------------- June 29, 2007 June 30, 2006 ---------------------- ---------------------- Sales % of Total Sales % of Total ------ ---------- ------ ---------- (In millions) (In millions) North America .............. $ 43.3 29% $ 43.2 28% Latin and South America .... 0.3 -- 0.8 1 Europe (EMEA) .............. 25.4 17 26.3 17 Japan ...................... 29.5 20 19.5 13 Asia-Pacific, other ........ 48.8 34 62.7 41 ------ ------ ------ ------ Total ................ $147.3 100% $152.5 100% -----END PRIVACY-ENHANCED MESSAGE-----