-----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, RvD68E2/j0Gsbntbgv/i55hniqMz/jqMhwJbIYAVk1jL4ygPMiD8oknBWC2XYI6v g2m9IgmET5Npoo4NMe+WOg== 0001275287-07-000974.txt : 20070227 0001275287-07-000974.hdr.sgml : 20070227 20070227164743 ACCESSION NUMBER: 0001275287-07-000974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070227 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070227 DATE AS OF CHANGE: 20070227 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: 07653834 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 gg9104.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): February 27, 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 February 27, 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 December 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 Company Transactions. Not applicable. (d) Exhibits. 99.1 Press Release issued February 27, 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: February 27, 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 February 27, 2007. EX-99.1 2 gg9104ex991.txt EXHIBIT 99.1 Exhibit 99.1 GSI GROUP REPORTS FOURTH QUARTER RESULTS BILLERICA, Mass., Feb. 27 /PRNewswire-FirstCall/ -- GSI Group Inc., (Nasdaq: GSIG), a supplier of precision technology and semiconductor systems, today announced financial results for the fourth quarter and year ended December 31, 2006. Revenue for the quarter ended December 31, 2006 rose 19% to $79.5 million, compared to revenue of $66.5 million for the same period of 2005. Net income for the quarter rose 8% to $4.7 million, or $0.11 per diluted share, compared to net income for the same period in 2005 of $4.4 million, or $0.10 per diluted share, a 10% increase in diluted earnings per share. Revenue for the year ended December 31, 2006 rose 20% to $313.6 million, compared to full year 2005 revenue of $260.8 million. For the full year 2006, net income increased 125% to $21.7 million or $0.51 per diluted share, compared to net income for full year 2005 of $9.7 million or $0.23 per diluted share, an increase of 122% in diluted earnings per share. Bookings for the fourth quarter ended December 31, 2006 were $81.7 million, compared with bookings of $65.1 million in the third quarter of 2006. This was driven by incoming orders for the wafer repair and encoder product lines. The book to bill ratio was 1.0. Fourth Quarter Highlights: - Semiconductor Systems revenue of $34.3 million increased 39% over the fourth quarter of 2005. - Precision Technology revenue of $47.2 million increased 9% over the fourth quarter of 2005. - Cash and cash equivalents increased by $7.3 million in the fourth quarter of 2006 to $138.3 million. Dr. Sergio Edelstein, President and CEO commented "I am pleased with the overall level of bookings during the quarter. Demand in four of our nine core product lines, primarily wafer repair systems and encoders, drove the sequential increase in bookings of 26%. Our Asian semiconductor customers are expanding their manufacturing capacity to meet increasing demand in memory for applications such as Microsoft Vista, which are now coming to market. In addition, our new green-laser technology is being adopted by new wafer repair customers." The Company anticipates the following for the first quarter of 2007: - Revenue to be in the range of $71.0 million to $74.0 million - Diluted per share earnings, including restructuring charges related to our U.K. operations, in the range of $2.0 to $2.5 million and including the proceeds of an anticipated legal settlement are expected to be in the range of $0.06 to $0.08. Dial In: February 28th at 8:30 a.m. ET GSI Group will host a conference call for investors at 8:30 a.m. Eastern on February 28th. Participants are invited to join by dialing (706) 634-5123 with an access code: 8783047. The replay will be available for two weeks by dialing (706) 645-9291 with the replay passcode: 8783047. 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)
December 31, December 31, 2006 2005 ------------ ------------ ASSETS Current Cash and cash equivalents $ 138,315 $ 69,286 Short-term investments - 26,757 Accounts receivable, less allowance of $911 (December 31, 2005 - $1,592) 54,546 55,348 Income taxes receivable 5,755 2,517 Inventories 72,703 63,475 Deferred tax assets 7,925 10,630 Other current assets 11,559 20,357 Total current assets 290,803 248,370 Property, plant and equipment, net of accumulated depreciation of $28,588 (December 31, 2005 - $20,608) 33,511 32,220 Deferred tax assets 20,099 20,124 Other assets 710 699 Long-term investments 693 613 Intangible assets, net of amortization of $6,380 (December 31, 2005 - $4,035) 14,965 16,834 Patents and acquired technology, net of amortization of $35,456 (December 31, 2005 - $30,359) 24,203 28,163 Goodwill 26,421 26,421 Total Assets $ 411,405 $ 373,444 LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable $ 14,002 $ 14,998 Income taxes payable - 2,475 Accrued compensation and benefits 13,455 9,212 Other accrued expenses 15,846 13,399 Total current liabilities 43,303 40,084 Deferred compensation 2,740 2,576 Deferred tax liabilities 12,342 13,252 Accrued long term restructuring 1,141 1,226 Accrued minimum pension liability 8,806 9,750 Total liabilities 68,332 66,888 Commitments and contingencies Stockholders' equity Common shares, no par value; Authorized shares: unlimited; Issued and outstanding: 41,889,804 (December 31, 2005 - 41,628,171) 310,635 309,545 Additional paid-in capital 5,314 3,339 Retained earnings 29,431 7,688 Accumulated other comprehensive loss (2,307) (14,016) Total stockholders' equity 343,073 306,556 $ 411,405 $ 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 Twelve Months Ended --------------------------- --------------------------- December 31, December 31, December 31, December 31, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Sales $ 79,458 $ 66,493 $ 313,609 $ 260,784 Cost of goods sold 46,808 37,944 183,448 156,914 Gross profit 32,650 28,549 130,161 103,870 Operating expenses: Research and development and engineering 8,204 6,703 30,639 25,671 Selling, general and administrative and other 17,245 14,958 64,871 59,995 Amortization of purchased intangibles 1,719 1,623 6,794 6,656 Restructuring 50 457 110 457 Other (167) (50) (672) (355) Total operating expenses 27,051 23,691 101,742 92,424 Income from operations 5,599 4,858 28,419 11,446 Interest and other income, net 1,289 325 3,805 1,512 Foreign exchange transaction gains (losses) (262) 315 (1,420) 906 Income before income taxes 6,626 5,498 30,804 13,864 Income tax provision 1,899 1,118 9,061 4,207 Net income $ 4,727 $ 4,380 $ 21,743 $ 9,657 Net income per common share: Basic $ 0.11 $ 0.11 $ 0.52 $ 0.23 Diluted $ 0.11 $ 0.10 $ 0.51 $ 0.23 Weighted average common shares outstanding (000's) 41,835 41,618 41,896 41,548 Weighted average common shares outstanding for diluted net income per common share (000's) 42,025 41,968 42,251 41,856
GSI GROUP INC. Consolidated Analysis By Segment (unaudited) (thousands of U.S. dollars)
Three Months Ended Twelve Months Ended --------------------------- --------------------------- December 31, December 31, December 31, December 31, 2006 2005 2006 2005 ------------ ------------ ------------ ------------ Sales: Precision Technology Business $ 47,191 $ 43,144 $ 196,708 $ 179,480 Semiconductor Systems Business 34,289 24,589 127,605 88,201 Intersegment sales elimination (2,022) (1,240) (10,704) (6,897) Total $ 79,458 $ 66,493 $ 313,609 $ 260,784 Gross profit %: Precision Technology Business 37.7% 38.6% 39.6% 38.2% Semiconductor Systems Business 42.9% 47.4% 40.9% 39.6% Intersegment sales elimination -7.0% -11.8% - -2.1% Total 41.1% 42.8% 41.5% 39.8%
GSI GROUP INC. Consolidated Sales Analysis By Geographic Region (unaudited) (millions of U.S. dollars) Three Months Ended ----------------------------------------- December 31, 2006 December 31, 2005 ------------------- ------------------- % of % of Sales Total Sales Total -------- -------- -------- -------- North America $ 23.5 30% $ 26.9 41% Latin and South America 0.2 - 0.3 - Europe (EMEA) 11.4 14 10.8 16 Japan 20.3 26 11.0 17 Asia-Pacific, other 24.1 30 17.5 26 Total $ 79.5 100% $ 66.5 100% Twelve Months Ended ----------------------------------------- December 31, 2006 December 31, 2005 ------------------- ------------------- % of % of Sales Total Sales Total -------- -------- -------- -------- North America $ 91.6 29% $ 104.8 40% Latin and South America 1.3 - 1.4 1 Europe (EMEA) 50.6 16 44.7 17 Japan 56.5 18 44.7 17 Asia-Pacific, other 113.6 37 65.2 25 Total $ 313.6 100% $ 260.8 100% SOURCE GSI Group Inc. -0- 02/27/2007 /CONTACT: Investor Relations, Ray Ruddy of GSI Group Inc., +1-978-439-5511 (ext. 6170)/ /Company News On-Call: http://www.prnewswire.com/comp/107189.html / /Web site: http://www.gsig.com / (GSIG) -----END PRIVACY-ENHANCED MESSAGE-----