-----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, A5/i55j7cv5nDOTUGHNeJyqrn/QFKM5hroxTVVi9M0qd87mmzdCsI1iRozL8bM8w 7mhiBlV358rxEJ0OTgDjpQ== 0001275287-06-003810.txt : 20060725 0001275287-06-003810.hdr.sgml : 20060725 20060725172222 ACCESSION NUMBER: 0001275287-06-003810 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060725 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060725 DATE AS OF CHANGE: 20060725 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: 06979856 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 gg6520.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): July 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 July 25, 2006, 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 30, 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 Company Transactions. Not applicable. (d) Exhibits. 99.1 Press Release issued July 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: July 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 July 25, 2006. EX-99.1 2 gg6520ex991.txt EXHIBIT 99.1 Exhibit 99.1 GSI GROUP REPORTS SECOND QUARTER RESULTS SECOND QUARTER BOOKINGS INCREASE TO $100 MILLION BILLERICA, Mass., July 25 /PRNewswire-FirstCall/ -- GSI Group Inc., (Nasdaq: GSIG), a supplier of precision technology and semiconductor systems, today announced financial results for the second quarter ended June 30, 2006. Revenue for the quarter rose to $76.4 million, compared to revenue of $66.9 million for the same period of 2005. Net income for the quarter was $6.2 million, or $0.15 per diluted share, compared to net income for the same period in 2005 of $3.1 million, or $0.07 per diluted share. Year to date revenues of $152.5 million are up 16% from this time last year. Year to date fully diluted earnings per share have more than tripled the level of last year from $0.08 cents to $0.27 cents. The Company also welcomes its new CEO, Dr. Sergio Edelstein who replaces Mr. Charles Winston, who is retiring after 18 years. Dr. Edelstein commented, "I am excited to join GSI. My decision to join was based on the strength of the Company's technologies, its solid customer base and GSI's strong financial foundation built by Mr. Winston. GSI is extremely well positioned for future growth and my focus will be on driving this growth." Second Quarter Business Highlights: -- The Precision Technology Business increased revenue to $50 million, up 11% from the same period last year. GSI recently unveiled several new Precision Technology products and design strategies during the quarter including a precision motion feedback platform that will, over time, triple the size of its served market in this key area. These new products build on the success of the current Precision Technology products by broadening the number of applications served. -- The Semiconductor Systems Business revenue increased to $29 million, up 22% from the same period last year largely due to strength in all product lines. GSI is also developing its next generation Wafer Repair system with the throughput and accuracy required for next generation memory devices, positioning GSI for future market share gains. -- Total Company bookings were $100 million, backlog was $92.7 million and the book-to-bill ratio was 1.3. -- Cash, cash equivalents and marketable short-term investments increased $6.5 million to $115.3 million, from $108.8 million in the first quarter. Business Outlook: The Company anticipates the following results for the third quarter of 2006: -- Revenue to be in the range of $77.0 million to $83.0 million. -- Estimated tax rate at 30%. -- Diluted per share earnings to be in the range of $0.13 to $0.17. 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: 2967096. The replay will be available for two weeks by dialing 706-645-9291 with the replay passcode: 2967096. 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 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, 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. 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 30, December 31, 2006 2005 ------------ ------------ ASSETS Current Cash and cash equivalents $ 115,339 $ 69,286 Short-term investments - 26,757 Accounts receivable, less allowance of $1,116 (December 31, 2005 - $1,592) 64,308 55,348 Income taxes receivable 2,903 2,517 Inventories 71,113 63,475 Deferred tax assets 12,421 10,630 Other current assets 12,868 20,357 Total current assets 278,952 248,370 Property, plant and equipment, net of accumulated depreciation of $24,220 (December 31, 2005 - $20,608) 34,045 32,220 Deferred tax assets 24,943 20,124 Other assets 784 699 Long-term investments 644 613 Intangible assets, net of amortization of $5,138 (December 31, 2005 - $4,035) 16,091 16,834 Patents and acquired technology, net of amortization of $32,812 (December 31, 2005 - $30,359) 26,155 28,163 Goodwill 26,421 26,421 $ 408,035 $ 373,444 LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable $ 20,742 $ 14,998 Income taxes payable 10,610 2,475 Accrued compensation and benefits 10,391 9,212 Other accrued expenses 17,662 14,625 Total current liabilities 59,405 41,310 Deferred compensation 2,629 2,576 Deferred tax liabilities 12,338 13,252 Accrued minimum pension liability 10,243 9,750 Total liabilities 84,615 66,888 Commitments and contingencies Stockholders' equity Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 41,815,442 (December 31, 2005 - 41,628,171) 310,022 309,545 Additional paid-in capital 4,401 3,339 Retained earnings 18,975 7,688 Accumulated other comprehensive loss (9,978) (14,016) Total stockholders' equity 323,420 306,556 $ 408,035 $ 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 Six Months Ended ---------------------------- ---------------------------- June 30, July 1, June 30, July 1, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Sales $ 76,401 $ 66,850 $ 152,524 $ 131,691 Cost of goods sold 44,009 39,168 88,583 81,061 Gross profit 32,392 27,682 63,941 50,630 Operating expenses: Research and development and engineering 7,400 6,368 14,841 12,827 Selling, general and administrative 15,753 15,098 30,575 30,479 Amortization of purchased intangibles 1,513 1,648 3,341 3,400 Restructuring and other (129) 4 (135) 201 Total operating expenses 24,537 23,118 48,622 46,907 Income from operations 7,855 4,564 15,319 3,723 Other income (expense) (6) 8 24 8 Interest income 1,876 387 2,763 779 Interest expense (1,323) (68) (1,467) (63) Foreign exchange transaction gains (losses) 140 325 (569) 943 Income before income taxes 8,542 5,216 16,070 5,390 Income tax provision 2,358 2,091 4,783 2,155 Net income $ 6,184 $ 3,125 $ 11,287 $ 3,235 Net income per common share: Basic $ 0.15 $ 0.08 $ 0.27 $ 0.08 Diluted $ 0.15 $ 0.07 $ 0.27 $ 0.08 Weighted average common shares outstanding (000's) 42,100 41,522 42,008 41,493 Weighted average common shares outstanding for diluted net income per common share (000's) 42,304 41,728 42,400 41,755
GSI GROUP INC. Consolidated Analysis By Segment (unaudited) (thousands of U.S. dollars)
Three months ended Six Months Ended ---------------------------- ---------------------------- June 30, July 1, June 30, July 1, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Sales: Precision Motion Group $ 41,171 $ 34,151 $ 79,743 $ 68,136 Laser Group 9,268 11,426 17,674 21,686 Semiconductor Systems Group 29,012 23,711 60,341 45,714 Intersegment sales elimination (3,050) (2,438) (5,234) (3,845) Total $ 76,401 $ 66,850 $ 152,524 $ 131,691 Gross profit %: Precision Motion Group 42.0% 41.9% 41.4% 39.4% Laser Group 35.2% 36.1% 34.2% 31.0% Semiconductor Systems Group 41.2% 39.0% 41.3% 37.3% Intersegment sales elimination (4.0)% (0.4)% (0.5)% (0.6)% Total 42.4% 41.4% 41.9% 38.4% Segment income from operations: Precision Motion Group $ 7,256 $ 4,872 $ 13,007 $ 8,169 Laser Group 210 803 24 92 Semiconductor Systems Group 4,756 3,146 10,492 4,769 Total by segment 12,222 8,821 23,523 13,030 Unallocated amounts: Corporate expenses 4,496 4,227 8,313 9,053 Amortization of purchased intangibles not allocated to a segment - 26 26 53 Restructuring 59 - 59 - Other (188) 4 (194) 201 Income from operations $ 7,855 $ 4,564 $ 15,319 $ 3,723
SOURCE GSI Group Inc. -0- 07/25/2006 /CONTACT: Ray Ruddy of GSI Group, +1-978-439-5511, ext. 6170/ /Company News On-Call: http://www.prnewswire.com/comp/107189.html / /Web site: http://www.gsig.com/ -----END PRIVACY-ENHANCED MESSAGE-----