-----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, WB4DuidV2KRzkPb9ugV6Da9uIQyE+OXIMZMZqtudP2VtKeEefRbSFJQjcVlPUYsZ CyP8pgkHU4dcVy05ZSSQ3w== 0001275287-05-004051.txt : 20051025 0001275287-05-004051.hdr.sgml : 20051025 20051025161123 ACCESSION NUMBER: 0001275287-05-004051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051025 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051025 DATE AS OF CHANGE: 20051025 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: 051154577 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 gg3841.txt FORM 8-K ================================================================================ 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): October 25, 2005 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 October 25, 2005, GSI Group Inc. (the "Company") issued a press release announcing its financial position, results of operations and cash flows as of and for the fiscal quarter ended September 30, 2005. 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 8.01. OTHER EVENTS. Included in the press release noted above and attached as Exhibit 99.1 to this Current Report on Form 8-K, the Company also announced that it was voluntarily withdrawing the listing of its stock under the ticker symbol GSI, from the Toronto Stock Exchange. The delisting will be effective as of the close of trading on November 1, 2005. The move was prompted by the recent cost containment initiative and the fact that the company no longer maintains offices, division personnel or operations in Canada. GSI Group Inc. will remain as a Canadian domiciled company and shares will continue to be able to be purchased and sold on the Nasdaq exchange under the existing ticker symbol GSIG. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. 99.1 Press Release issued October 25, 2005 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: October 25, 2005 By: /s/ Thomas R. Swain --------------------------- Thomas R. Swain Vice President, Finance and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- -------------------------------------- 99.1 Press Release issued October 25, 2005. EX-99.1 2 gg3841ex991.txt EXHIBIT 99.1 Exhibit 99.1 GSI GROUP REPORTS THIRD QUARTER RESULTS BILLERICA, MA October 25, 2005. GSI Group Inc., (Nasdaq: GSIG and TSX: GSI), a major supplier of precision motion components, lasers and laser systems, today announced financial results for the third quarter ended September 30, 2005. All data is expressed in U.S. GAAP and in U.S. dollars. "GSI increased cash and investments by $15M this quarter, while gross margins and EPS remained relatively strong, on a lower revenue base indicative of our increased operating leverage" said Charles Winston, President and CEO of GSI Group Inc. "Although the semiconductor equipment segment of our business slowed this quarter, we are encouraged by stronger order activity and recent reports of industry utilization of IC equipment at 98% for test and assembly in September." GROSS MARGINS AND EPS REMAIN STRONG ON A LOWER REVENUE BASE o Sales were $62.6 million for the third quarter of 2005, compared to $66.9 million in the previous quarter. o Gross margin for the quarter was 39% of sales compared with 41% in the prior quarter. o Net income was $2.0 million or $0.05 per diluted share for the third quarter, compared to net income of $3.1 million or $0.07 per diluted share in the previous quarter. SEGMENTS MAINTAIN LEVERAGE BY MANAGING COSTS EFFECTIVELY o Precision Motion segment reported sales of $36.5 million, compared to $34.2 million in the previous quarter. Operating income was $5.5 million for the third quarter, an increase from $4.9 million in the previous quarter. Gross margin was 41% compared to 42% in the previous quarter. o The Systems segment reported sales of $17.9 million, compared to $23.7 million during the previous quarter. The segment contributed an operating profit of $0.7 million for the third quarter, as compared to $3.1 million in the previous quarter. Gross margin was 35% as compared to 39% during the previous quarter. o Laser segment reported sales of $10.0 million, compared to $11.4 million during the previous quarter. The segment had operating income of $0.1 million in the third quarter versus $0.8 million in the previous quarter. Gross margin was 34% in the third quarter, compared to 36% during the previous quarter. OTHER KEY METRICS o Cash, cash equivalents and marketable investments increased $15.2 million to $93.5 million, from $78.3 million in the prior quarter. This was primarily driven by the collection of $8.6 million in accounts receivable from several major semiconductor accounts and $5.8 million from the sale of a facility in Michigan. o Book to bill ratio was .97, down slightly from 1.04 in the prior quarter. o Backlog decreased 3% to $59.8 million, compared to $61.6 million in the previous quarter. o Bookings were $60.8 million for the quarter, a decrease of $8.8 million from the previous quarter. o Geographically, sales for the third quarter of 2005 were as follows: approximately 38% in the Americas, 43% in Asia & Japan and 19% in Europe. GSI VOLUNTARILY DELISTS FROM TSX GSI Group Inc. is also voluntarily withdrawing the listing of its stock under the ticker symbol GSI, from the Toronto Stock Exchange. The delisting will be effective as of the close of trading on November 1, 2005. The move was prompted by the recent cost containment initiative and the fact that the company no longer maintains offices, division personnel or operations in Canada. GSI Group Inc. will remain as a Canadian domiciled company and shares will continue to be able to be purchased and sold on the Nasdaq exchange under the existing ticker symbol GSIG. DIAL IN: OCTOBER 26TH AT 8:00AM EDT GSI Group will host a conference call for investors at 8:00 a.m. Eastern Time on October 26th. To participate, call (913) 981-5543. A replay of the call will be available by dialing (719) 457-0820. Access code: 3414989. The conference call also will be broadcast live over the Internet in listen-only mode at www.gsig.com. ABOUT GSI GROUP INC. GSI Group Inc. supplies precision motion control products, lasers and laser-based advanced manufacturing systems to the global medical, semiconductor, electronics, and industrial markets. GSI Group Inc's common shares are listed on Nasdaq (GSIG) and The Toronto Stock Exchange (GSI). 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, similar 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 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. GSI-G 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)
SEPTEMBER JULY 1, 30, 2005 2005 ---------- ---------- ASSETS Current Cash and cash equivalents $ 84,170 $ 64,014 Short-term investments 9,283 14,256 Accounts receivable, less allowance of $1,327 (July 1, 2005 -- $1,269) 51,751 61,011 Income taxes receivable 1,280 1,586 Inventories 63,010 63,977 Deferred tax assets 11,813 13,835 Other current assets 14,183 8,676 ---------- ---------- Total current assets 235,490 227,355 Property, plant and equipment, net of accumulated depreciation of $20,716 (July 1, 2005 -- $27,482) 38,263 45,261 Deferred tax assets 19,994 17,789 Other assets 2,846 2,758 Long-term investments 626 640 Intangible assets, net of amortization of $3,550 (July 1, 2005 -- $3,061) 16,199 16,821 Patents and acquired technology, net of amortization of $29,271 (July 1, 2005 -- $28,191) 28,759 30,001 Goodwill 26,421 26,421 ---------- ---------- $ 368,598 $ 367,046 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable $ 13,471 $ 13,727 Income taxes payable 2,021 1,408 Accrued compensation and benefits 9,621 8,805 Other accrued expenses 16,718 17,335 ---------- ---------- Total current liabilities 41,831 41,275 Deferred compensation 2,530 2,490 Deferred tax liabilities 10,566 10,884 Other liability 27 83 Accrued minimum pension liability 9,278 9,471 ---------- ---------- Total liabilities 64,232 64,203 Commitments and contingencies Stockholders' equity Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 41,614,421 (July 1, 2005 -- 41,581,447) 309,430 309,210 Additional paid-in capital 3,305 3,199 Retained earnings (accumulated deficit) 3,308 1,266 Accumulated other comprehensive loss (11,677) (10,832) ---------- ---------- Total stockholders' equity 304,366 302,843 ---------- ---------- $ 368,598 $ 367,046 ========== ==========
GSI GROUP INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (U.S. GAAP and in thousands of U.S. dollars, except share amounts)
THREE MONTHS ENDED ----------------------- SEPTEMBER JULY 1, 30, 2005 2005 ---------- ---------- Sales .................................................................... $ 62,600 $ 66,850 Cost of goods sold ....................................................... 37,909 39,168 ---------- ---------- Gross profit ............................................................. 24,691 27,682 Operating expenses: Research and development and engineering ............................... 6,141 6,368 Selling, general and administrative .................................... 14,375 15,098 Amortization of purchased intangibles .................................. 1,632 1,648 Other (income) expense ................................................. (322) 4 ---------- ---------- Total operating expenses .............................................. 21,826 23,118 Income from operations ................................................... 2,865 4,564 Other income ........................................................... -- 8 Interest income ........................................................ 521 387 Interest expense ....................................................... (58) (68) Foreign exchange transaction gains (losses) ............................ (352) 325 ---------- ---------- Income before income taxes ............................................... 2,976 5,216 Income tax provision ..................................................... 934 2,091 ---------- ---------- Net income ............................................................... $ 2,042 $ 3,125 ========== ========== Net income per common share: Basic .................................................................. $ 0.05 $ 0.08 Diluted ................................................................ $ 0.05 $ 0.07 Weighted average common shares outstanding (000's) ....................... 41,598 41,522 Weighted average common shares outstanding for diluted net income per common share (000's) ............................ 41,965 41,728
GSI GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (U.S. GAAP and in thousands of U.S. dollars)
THREE MONTHS ENDED ----------------------- SEPTEMBER JULY 1, 30, 2005 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,042 $ 3,125 Adjustments to reconcile net income to cash provided by (used in) operating activities: (Gain) loss on disposal of assets (4) 4 Stock-based compensation 106 (28) Depreciation and amortization 3,265 3,522 Unrealized loss (gain) on derivatives 1 (93) Deferred income taxes (1,730) (720) Changes in current assets and liabilities: Accounts receivable 8,627 (8,652) Inventories 473 (2,181) Other current assets (5,991) (468) Accounts payable, accrued expenses, and taxes (receivable) payable 3,232 (2,637) ---------- ---------- Cash provided by (used in) operating activities 10,021 (8,128) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Acquisitions of businesses -- (71) Sale of assets 5,809 1,550 Additions to property, plant and equipment, net (881) (1,132) Proceeds from sales and maturities of short-term and long-term investments 9,300 8,000 Purchases of short-term and long-term investments (4,313) (9,243) (Increase) in other assets (1) (16) ---------- ---------- Cash provided by (used in) investing activities 9,914 (912) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Issue of share capital 298 273 ---------- ---------- Cash provided by financing activities 298 273 ---------- ---------- Effect of exchange rates on cash and cash equivalents (77) (1,579) ---------- ---------- Increase (decrease) in cash and cash equivalents 20,156 (10,346) Cash and cash equivalents, beginning of period 64,014 74,360 ---------- ---------- Cash and cash equivalents, end of period $ 84,170 $ 64,014 ========== ==========
GSI GROUP INC. CONSOLIDATED ANALYSIS BY SEGMENT (unaudited) (thousands of U.S. dollars)
THREE MONTHS ENDED ----------------------- SEPTEMBER JULY 1, 30, 2005 2005 ---------- ---------- SALES: - ------ Precision Motion Group ................................................... $ 36,504 $ 34,151 Laser Group .............................................................. 10,009 11,426 Laser Systems Group ...................................................... 17,898 23,711 Intersegment sales elimination ........................................... (1,811) (2,438) ---------- ---------- Total .................................................................... $ 62,600 $ 66,850 ========== ========== GROSS PROFIT %: - --------------- Precision Motion Group ................................................... 41.3% 41.9% Laser Group .............................................................. 33.6% 36.1% Laser Systems Group ...................................................... 35.1% 39.0% Intersegment sales elimination ........................................... 1.3% (0.4)% Total .................................................................... 39.4% 41.4% SEGMENT INCOME FROM OPERATIONS: - ------------------------------- Precision Motion Group ................................................... $ 5,480 $ 4,872 Laser Group .............................................................. 108 803 Laser Systems Group ...................................................... 712 3,146 ---------- ---------- Total by segment ......................................................... 6,300 8,821 Unallocated amounts: Corporate expenses ..................................................... 3,640 4,227 Amortization of purchased intangibles not allocated to a segment ....... 26 26 Other .................................................................. (231) 4 ---------- ---------- Income from operations ................................................... $ 2,865 $ 4,564 ========== ==========
GSI GROUP INC. CONSOLIDATED SALES ANALYSIS BY GEOGRAPHIC REGION (unaudited) (millions of U.S. dollars) THREE MONTHS ENDED ----------------------------------------- SEPTEMBER 30, 2005 JULY 1, 2005 ------------------- ------------------- % OF % OF SALES TOTAL SALES TOTAL -------- -------- -------- -------- North America ................ $ 24.0 38% $ 28.9 43% Latin and South America ...... 0.3 -- 0.4 1 Europe (EMEA) ................ 11.6 19 11.2 17 Japan ........................ 11.0 18 9.0 13 Asia-Pacific, other .......... 15.7 25 17.4 26 -------- -------- -------- -------- Total ..................... $ 62.6 100% $ 66.9 100% ======== ======== ======== ======== -----END PRIVACY-ENHANCED MESSAGE-----