-----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, Fig7L48qtdZkOTl5p+ldT1X7rjo0WgzfIVEU1X0lvtp2WfAjI6Esn1UbVsmdIFtY 1DVLJW62FKN4gRliTRSDQw== 0001275287-06-002157.txt : 20060425 0001275287-06-002157.hdr.sgml : 20060425 20060425163126 ACCESSION NUMBER: 0001275287-06-002157 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 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: 06778421 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 cg5524.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): April 25, 2006 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 April 25, 2006, 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 March 31, 2006. 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 Companies Not applicable. (d) Exhibits. 99.1 Press Release issued April 25, 2006 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: April 25, 2006 By: /s/ Robert L. Bowen ------------------------------ Robert L. Bowen Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ------------------------------------ 99.1 Press Release issued April 25, 2006. EX-99.1 2 cg5524ex991.txt EXHIBIT 99.1 Exhibit 99.1 GSI GROUP REPORTS FIRST QUARTER RESULTS Revenue grows $11.3 million over same quarter last year and earnings grow $5.0 million. BILLERICA, Mass., April 25 /PRNewswire-FirstCall/ -- GSI Group Inc., (Nasdaq: GSIG), a supplier of precision motion components, lasers and laser systems, today announced financial results for the first quarter ended March 31, 2006. Revenue for the quarter rose to $76.1 million, compared to revenue of $64.8 million for the same period of 2005. Net income for the quarter was $5.1 million, or $0.12 per diluted share, compared to net income for the same period in 2005 of $0.1 million, or $0.00 per diluted share. "We are pleased to have achieved significant progress. Revenue was strong and gross margins are 6 points higher than a year ago. Our semiconductor markets continue to evidence a solid recovery, and revenue increased from both new and existing customers with our Wafer Repair systems. The Wafer Trim semiconductor market is also improving based on first quarter orders received and quotation activity. Our OEM businesses grew 6% and generated $5.6 million of income from operations, twice the level of operating profits from a year ago. We are pleased with our performance," said Charles Winston, CEO of GSI Group. First Quarter Business Highlights: -- During the first quarter and continuing into the second quarter, the Company began receiving a higher level of orders and quotations for its Wafer Trim systems, including the new M350 Wafer Trim system. -- Two new customers were added to the Wafer Repair product line. Further, an existing customer placed a sizeable multiple-machine order for Wafer Repair Systems just after quarter end. -- Total Company bookings were $70.9 million, backlog was $79.3 million and the book-to-bill ratio was 0.9. -- Cash, cash equivalents and marketable short-term investments increased $12.8 million to $108.8 million, from $96.0 million in the fourth quarter. Business Outlook: The Company anticipates the following results for the second quarter of 2006: -- Revenue to be in the range of $78.0 million to $82.0 million. -- Gross margin rates to be approximately 43%, plus or minus 1 point depending on product mix. -- Diluted per share earnings to be in the range of $0.15 to $0.18. Dial In: April 26th at 8:30 a.m. ET GSI Group will host a conference call for investors at 8:30 a.m. Eastern on April 26th. To participate, call 913-981-5545. A replay of the call will be available by dialing 719-457-0820. Access code: 4591671. The conference call also will be broadcast live over the Internet in listen-only mode at http://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). 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, 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. 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)
March 31, December 31, 2006 2005 ------------ ------------ ASSETS Current Cash and cash equivalents $ 86,385 $ 69,286 Short-term investments 22,463 26,757 Accounts receivable, less allowance of $1,487 (December 31, 2005 - $1,592) 65,177 55,348 Income taxes receivable 2,387 2,517 Inventories 62,763 63,475 Deferred tax assets 10,980 10,630 Other current assets 14,499 20,357 Total current assets 264,654 248,370 Property, plant and equipment, net of accumulated depreciation of $22,412 (December 31, 2005 - $20,608) 32,389 32,220 Deferred tax assets 20,877 20,124 Other assets 844 699 Long-term investments 616 613 Intangible assets, net of amortization of $4,567 (December 31, 2005 - $4,035) 16,325 16,834 Patents and acquired technology, net of amortization of $31,512 (December 31, 2005 - $30,359) 27,043 28,163 Goodwill 26,421 26,421 $ 389,169 $ 373,444 LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable $ 18,858 $ 14,998 Income taxes payable 5,547 2,475 Accrued compensation and benefits 9,659 9,212 Other accrued expenses 13,689 14,625 Total current liabilities 47,753 41,310 Deferred compensation 2,622 2,576 Deferred tax liabilities 11,785 13,252 Accrued minimum pension liability 9,787 9,750 Total liabilities 71,947 66,888 Commitments and contingencies Stockholders' equity Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 42,194,867 (December 31, 2005 - 41,628,171) 313,787 309,545 Additional paid-in capital 4,340 3,339 Retained earnings 12,792 7,688 Accumulated other comprehensive loss (13,697) (14,016) Total stockholders' equity 317,222 306,556 $ 389,169 $ 373,444
GSI GROUP INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (U.S. GAAP and in thousands of U.S. dollars, except share amounts)
Three months ended --------------------------- March 31, April 1, 2006 2005 ------------ ------------ Sales $ 76,123 $ 64,841 Cost of goods sold 44,470 41,893 Gross profit 31,653 22,948 Operating expenses: Research and development and engineering 7,454 6,460 Selling, general and administrative 15,004 15,380 Amortization of purchased intangibles 1,827 1,752 Other (96) 197 Total operating expenses 24,189 23,789 Income (loss) from operations 7,464 (841) Other income (expense) 31 - Interest income 887 392 Interest expense (144) 4 Foreign exchange transaction (losses) gains (709) 618 Income before income taxes 7,529 173 Income tax provision 2,425 63 Net income $ 5,104 $ 110 Net income per common share: Basic $ 0.12 $ 0.00 Diluted $ 0.12 $ 0.00 Weighted average common shares outstanding (000's) 41,868 41,464 Weighted average common shares outstanding for diluted net income per common share (000's) 42,524 41,825
GSI GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (U.S. GAAP and in thousands of U.S. dollars)
Three months ended --------------------------- March 31, April 1, 2006 2005 ------------ ------------ Cash flows from operating activities: Net income $ 5,104 $ 110 Adjustments to reconcile net income to net cash provided by (used in) operating activities: (Gain) loss on sale of assets (6) 197 Unrealized loss on derivatives - 56 Tax benefit of stock options 1,001 - Stock-based compensation - (62) Depreciation and amortization 3,549 3,578 Deferred income taxes (2,324) (398) Changes in current assets and liabilities: Accounts receivable (9,875) 6,264 Inventories 744 (3,063) Other current assets (284) 2,027 Accounts payable, accrued expenses, and taxes (receivable) payable 6,352 (9,896) Cash provided by (used in) operating activities 4,261 (1,187) Cash flows from investing activities: Sale of assets 6,113 - Additions to property, plant and equipment, net (1,808) (898) Proceeds from sales and maturities of short-term and long-term investments 26,800 3,000 Purchases of short-term and long-term investments (22,514) (7,976) (Increase) decrease in other assets (148) 102 Cash provided by (used in) investing activities 8,443 (5,772) Cash flows from financing activities: Proceeds from the exercise of stock options and warrants 4,244 191 Cash provided by financing activities 4,244 191 Effect of exchange rates on cash and cash equivalents 151 (1,206) Increase (decrease) in cash and cash equivalents 17,099 (7,974) Cash and cash equivalents, beginning of period 69,286 82,334 Cash and cash equivalents, end of period $ 86,385 $ 74,360
GSI GROUP INC. Consolidated Analysis By Segment (unaudited) (thousands of U.S. dollars)
Three Months Ended --------------------------- March 31, April 1, 2006 2005 ------------ ------------ Sales: Precision Motion Group $ 38,572 $ 33,985 Laser Group 8,406 10,261 Laser Systems Group 31,329 22,004 Intersegment sales elimination (2,184) (1,409) Total $ 76,123 $ 64,841 Gross profit %: Precision Motion Group 40.8% 36.9% Laser Group 34.0% 25.4% Laser Systems Group 41.4% 35.4% Intersegment sales elimination (4.5)% (0.8)% Total 41.6% 35.4% Segment income from operations: Precision Motion Group $ 5,751 $ 3,297 Laser Group (186) (711) Laser Systems Group 5,736 1,623 Total by segment 11,301 4,209 Unallocated amounts: Corporate expenses 3,817 4,827 Amortization of purchased intangibles not allocated to a segment 26 26 Other (6) 197 Income (loss) from operations $ 7,464 $ (841)
GSI GROUP INC. Consolidated Sales Analysis By Geographic Region (unaudited) (millions of U.S. dollars)
Three months ended -------------------------------------------------- March 31, 2006 April 1, 2005 ----------------------- ----------------------- Sales % of Total Sales % of Total ---------- ---------- ---------- ---------- North America $ 21.1 28% $ 25.0 39% Latin and South America 0.3 - 0.4 - Europe (EMEA) 12.0 16 11.1 17 Japan 10.7 14 13.7 21 Asia-Pacific, other 32.0 42 14.6 23 Total $ 76.1 100% $ 64.8 100%
SOURCE GSI Group Inc. -0- 04/25/2006 /CONTACT: Ray Ruddy, Investor Relations of GSI, 978-439-5511 ext. 6170/ /Company News On-Call: http://www.prnewswire.com/comp/107189.html/ /Web site: http://www.gsig.com/ -----END PRIVACY-ENHANCED MESSAGE-----