<PAGE>
Form 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
-------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 333-71449
________________
GSI Lumonics Inc.
(Exact name of registrant as specified in its charter)
New Brunswick, Canada 38-1859358
(Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
105 Schneider Road, Kanata, Ontario, Canada K2K 1Y3
(Address of principal executive offices) (Zip Code)
Error! No index entries found.
(613) 592-1460
(Registrant's telephone number, including area code)
________________
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES [X] NO [ ]
As of July 27, 2000, there were 39,762,862 shares of the Common Stock of GSI
Lumonics Inc., no par value, issued and outstanding.
1
<PAGE>
GSI LUMONICS INC.
Quarterly Report - Form 10-Q
Table of Contents
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION:................................................................................ 3
ITEM 1. FINANCIAL STATEMENTS............................................................................ 3
CONSOLIDATED BALANCE SHEETS...................................................................... 3
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)................................................ 4
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)................................................ 5
Notes to Consolidated Financial Statements (unaudited)........................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS......................................................................... 13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...................................... 20
PART II OTHER INFORMATION.................................................................................. 21
ITEM 1. CHANGES IN LEGAL PROCEEDINGS.................................................................... 21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................. 21
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................................................ 21
Signatures..................................................................................................... 22
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION:
ITEM 1.FINANCIAL STATEMENTS
GSI LUMONICS INC.
CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars, except share amounts)
<TABLE>
<CAPTION>
June 30, Dec. 31,
2000 1999
---- ----
ASSETS (unaudited)
------
<S> <C> <C>
Current
Cash and cash equivalents........................................................ $ 71,675 $ 25,272
Short-term investments........................................................... 21,297 7,342
Accounts receivable, less allowance of $2,719 (December 31, 1999-$3,197)......... 83,937 80,448
Due from related party........................................................... 2,340 3,235
Inventories (note 3)............................................................. 93,923 72,727
Deferred tax assets.............................................................. 22,479 24,473
Other current assets............................................................. 4,313 2,338
Current portion of swap contracts................................................ 649 1,411
--------- ---------
Total current assets......................................................... 300,613 217,246
Property, plant and equipment, net of accumulated depreciation of $23,517
(December 31, 1999 - $28,024)................................................ 43,583 45,278
Other assets........................................................................ 5,083 3,851
Goodwill and other intangible assets, net of amortization of $9,210 (December 31,
1999 - $8,689).............................................................. 19,266 23,347
--------- ---------
$ 368,545 $ 289,722
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current
Bank indebtedness................................................................ $ 16,647 $ 23,100
Accounts payable................................................................. 28,107 28,094
Accrued compensation and benefits................................................ 13,211 13,709
Other accrued expenses and income taxes.......................................... 47,333 43,067
Current portion of deferred compensation......................................... 127 124
Current portion of long-term debt................................................ 1,895 5,425
---------- ---------
Total current liabilities.................................................... 107,320 113,519
Deferred income tax liability....................................................... 2,742 2,397
Deferred compensation, less current portion......................................... 2,180 2,076
--------- ---------
Total liabilities............................................................ 112,242 117,992
Commitments and contingencies (note 8)
Stockholders' equity (note 4)
Capital stock, no par value; Issued common shares of 39,554,550
(December 31, 1999 - 34,298,942)................................................. 298,026 222,865
Deficit.......................................................................... (33,631) (44,225)
Accumulated other comprehensive income........................................... (8,092) (6,910)
--------- ---------
Total stockholders' equity..................................................... 256,303 171,730
--------- ---------
$ 368,545 $ 289,722
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
GSI LUMONICS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
(in thousands of U.S. dollars, except share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
---------------------------- ---------------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
(note 2)
<S> <C> <C> <C> <C>
Sales.................................................. $ 92,837 $ 69,248 $ 180,737 $ 107,842
Cost of goods sold..................................... 55,835 45,872 106,766 76,947
-------- -------- --------- ---------
Gross profit........................................... 37,002 23,376 73,971 30,895
Operating expenses:
Research and development.......................... 8,770 8,584 17,283 11,920
Selling, general and administrative............... 19,940 18,521 40,227 29,018
Amortization of technology and other intangibles.. 1,156 1,251 2,381 1,568
Acquired in-process research and development...... - - - 14,830
Restructuring and other (note 7).................. - - (2,670) 19,631
-------- -------- --------- ---------
Income (loss) from operations.......................... 7,136 (4,980) 16,750 (46,072)
Gain on sale of assets (note 2)................... 708 - 708 -
Interest income (expense), net.................... 502 (93) 584 101
Foreign exchange transaction gains (losses)....... 612 157 (1,774) (630)
-------- -------- --------- ---------
Income (loss) before income taxes...................... 8,958 (4,916) 16,268 (46,601)
Income taxes provision (benefit)........................ 3,135 (1,174) 5,674 (5,545)
-------- -------- --------- ---------
Net income (loss)....................................... $ 5,823 $ (3,742) $ 10,594 $ (41,056)
======== ======== ========= =========
Foreign currency translation adjustments................ (1,279) (1,462) (1,182) (744)
Change in unrealized gain on marketable equity -
securities, net................................... 467 - 322
-------- -------- --------- ---------
Comprehensive income (loss)............................. $ 4,544 $ (4,737) $ 9,412 $ (41,478)
======== ======== ========= =========
Net income (loss) per common share:
Basic.............................................. $ 0.15 $ (0.11) $ 0.29 $ (1.54)
Diluted............................................ $ 0.14 $ (0.11) $ $ 0.28 $ (1.54)
Weighted average common shares outstanding (000's)...... 38,289 34,167 36,416 26,686
Weighted average common shares outstanding and dilutive
potential common shares (000's).................... 40,376 34,167 38,511 26,686
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
GSI LUMONICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
Six months ended
---------------------------
June 30, July 2,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ............................................... $ 10,594 $(41,056)
Adjustments to reconcile net income (loss) to net cash used in
operating activities:
Acquired in-process research and development................ - 14,830
Gain on sale assets......................................... (708) -
Depreciation and amortization............................... 5,579 8,221
Deferred compensation....................................... 107 3
Deferred income taxes....................................... 483 (6,010)
Changes in current assets and liabilities:
Accounts receivable......................................... (5,594) (739)
Inventories................................................. (27,824) 12,767
Other current assets........................................ (1,289) (2,958)
Accounts payable, accrued expenses, and taxes payable....... 2,094 8,973
--------- ---------
Net cash (used in) operating activities.......................... (16,558) (5,969)
--------- ---------
Cash flows from investing activities:
Merger with General Scanning Inc. (note 2).................. - 1,451
Sale of assets.............................................. 13,736 -
Additions to property, plant and equipment, net............. (4,709) (3,189)
Maturity of short-term investments.......................... 7,342 8,208
Purchase of short-term investments.......................... (21,297) -
Decrease (increase) in other assets......................... 554 (343)
--------- ---------
Cash provided by (used in) investing activities............. (4,374) 6,127
--------- ---------
Cash flows from financing activities:
Proceeds (payments) of bank indebtedness, net............... (6,453) 10,021
Payments on long-term debt.................................. (2,737) (1,424)
Issue of share capital (net of issue costs)................. 75,161 131
--------- ---------
Cash provided by financing activities............................ 65,971 8,728
--------- ---------
Effect of exchange rates on cash and cash equivalents............ 1,364 4,960
--------- ---------
Increase in cash and cash equivalents............................ 46,403 13,846
Cash and cash equivalents, beginning of period................... 25,272 24,229
--------- ---------
Cash and cash equivalents, end of period......................... $ 71,675 $ 38,075
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest.................................................... $ 721 $ 396
Income taxes................................................ $ 1,940 $ 432
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
GSI Lumonics Inc.
Notes to Consolidated Financial Statements (unaudited)
in U.S. dollars
1. Basis of presentation
These unaudited interim consolidated financial statements have been
prepared by the Company in United States (U.S.) dollars and in accordance with
accounting principles generally accepted in the United States for interim
financial statements and with the instructions to Form 10-Q and Regulation S-X
pertaining to interim financial statements. Accordingly, these interim financial
statements do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. The financial
statements reflect all adjustments and accruals which management considers
necessary for a fair presentation of financial position and results of
operations for the periods presented. The consolidated financial statements
include the accounts of GSI Lumonics Inc. and its wholly-owned subsidiaries (the
"Company"). Intercompany transactions and balances have been eliminated. The
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Form 10-K for
the year ended December 31, 1999. The results for interim periods are not
necessarily indicative of results to be expected for the year or any future
periods.
2. Merger and dispositions
On March 22, 1999, the Company completed a merger of equals with General
Scanning Inc., Watertown, Massachusetts, a leading manufacturer of laser systems
and components and printers. Immediately following the merger each group of
shareholders owned approximately 50% of the outstanding shares of the Company.
Cash flow impact of $1.5 million from the GSI merger was cash acquired of $4.7
million, less merger costs of $3.2 million. The Company recorded a one-time
charge of $14.8 million in 1999 for purchased in-process research and
development related to thirty in-process projects.
The merger transaction has been accounted for as a purchase and
accordingly, the operations of General Scanning have been included in the
consolidated financial statements from the date of merger. The reported results
for the first 11 weeks of 1999 are those of Lumonics only. Therefore, the
results of the six months ended July 2, 1999 do not provide a meaningful basis
for comparison with 2000. The following pro forma results of operations have
been prepared using the purchase method of accounting as if the merger had
occurred prior to the beginning of 1999.
Pro forma combined Six months ended
(in thousands except per share amounts) July 2, 1999
------------
Sales.............................................. $ 128,301
=========
Net loss........................................... $ (48,184)
=========
Net loss per common share:
Basic......................................... $ (1.41)
Diluted....................................... $ (1.41)
Weighted average common shares outstanding......... 34,156
Weighted average common shares outstanding and
dilutive potential common shares................... 34,156
In April 2000 the Company sold the operating assets of its View
Engineering metrology product line for $4.4 million cash. In April 2000 the
Company sold the operating assets of its Phoenix operations on terms and
conditions not material to GSI Lumonics. In June 2000 the Company sold the
operating assets of its package coding product line for $8.6 million cash. The
Company recorded a gain of $708 thousand on these sales during the three months
ended June 30, 2000.
6
<PAGE>
3. Inventories
Inventories consist of the following:
(in thousands) June 30, December 31,
2000 1999
---- ----
Raw materials........................ $ 37,703 $ 26,011
Work-in-process...................... 19,097 17,005
Finished goods....................... 37,123 29,711
-------- --------
Total inventories............... $ 93,923 $ 72,727
======== ========
4. Stockholders' Equity
Capital stock
The authorized capital of the Company consists of an unlimited number of
common shares without nominal or par value. In April 2000 the Company offered
and sold 4,300,000 shares of Common Stock at a price to the public of $17 per
share, for net proceeds of $70.1 million. During the six months ended June 30,
2000, 955,608 shares of common stock were issued pursuant to share options
exercised for proceeds of $5.1 million
Net income (loss) per common share
Basic net income (loss) per common share was computed by dividing net
income (loss) by the weighted average number of common shares outstanding during
the period. For diluted net income (loss) per common share, the denominator also
includes dilutive outstanding stock options and warrants determined using the
treasury stock method.
Common and common equivalent share disclosures are:
<TABLE>
<CAPTION>
(in thousands) Three months ended Six months ended
----------------------- --------------------
June 30, July 2, June 30, July 2,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares outstanding..... 38,289 34,167 36,416 26,686
Dilutive potential common shares............... 2,087 - 2,095 -
------ ------ ------ ------
Diluted common shares.......................... 40,376 34,167 38,511 26,686
====== ====== ====== ======
Options and warrants excluded from
Diluted income per common share
as their effect would be anti-dilutive.... - . 4,001 85 3,157
====== ====== ==== ======
</TABLE>
5. Related Party Transactions
In addition to matters discussed elsewhere, the Company had the following
transactions with related parties. The Company recorded sales revenue from
Sumitomo Heavy Industries, Ltd., a significant shareholder, of $5.3 million in
the six months ended June 30, 2000 and $5.8 million in the six months ended July
2, 1999 at amounts and terms approximately equivalent to third party
transactions. Transactions with Sumitomo are at normal trade terms. The balance
sheet reflects receivables from Sumitomo as due from related party.
7
<PAGE>
6. Financial instruments
The Financial Accounting Standards Board has issued Statements of Financial
Accounting Standards ("SFAS") No. 133 and No. 138 Accounting for Derivative
Instruments and Hedging Activities. The statements establish accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair value. The
statements require that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement, and requires
that a company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. SFAS No. 133 and No. 138 are
effective for fiscal years beginning after June 15, 2000. The Company is in the
process of quantifying the impacts of adopting these statements on its financial
statements and has not determined the timing of or method of adoption.
The Company does not actively trade derivative financial instruments but
uses them to manage foreign currency and interest rate positions associated with
its debt instruments. The terms of these derivative contracts match the terms of
the underlying debt instruments and are generally used to reduce financing
costs. The Company currently has three such contracts outstanding, two of which
convert yen denominated debt to U.S. dollar denominated debt and one contract
which converts a yen denominated debt into Canadian dollars.
SFAS No. 107, Disclosures About Fair Value of Financial Instruments,
requires disclosure of the year-end fair value of significant financial
instruments, including debt. The Company believes, based upon current terms,
that the carrying value of its debt approximates its fair value.
<TABLE>
<CAPTION>
(in thousands) June 30
2000
----
<S> <C>
Long term debt, including current portion:
Sumitomo Heavy Industries, Ltd., Japanese yen term loans........... $ 1,895
Favorable value of swaps:
To convert 50 million yen to U.S. $341, semi-annual interest
at the six-month LIBOR less 1.56%.................................. 133
To convert 75 million yen to Canadian $581, semi-annual
interest at the three month bankers acceptance rate less 1.62%..... 317
To convert 75 million yen to U.S. $512, interest payable
semi-annually at 8.20%............................................. 199
-------
Favorable value of swaps............................................... 649
-------
Economic value......................................................... $ 1,246
=======
</TABLE>
The Company is exposed to credit-related losses with respect to the positive
fair value of the swap contracts in the event of non-performance by the Canadian
Imperial Bank of Commerce and the Industrial Bank of Japan as counterparties.
The Company does not expect any counterparties to fail to meet their
obligations.
As of June 30, 2000 the Company also had foreign currency contracts to
exchange foreign currencies (yen, euro) for U.S. dollars totaling approximately
$5 million, maturing through October 2000. The Company believes, based upon
current exchange rates, that the carrying value of its foreign currency
contracts approximates fair value. Accordingly, no gain or loss on these
contracts has been recorded in the financial statements.
7. Restructuring and other
During the three months ended March 31, 2000 the Company recorded a benefit
of $2.7 million for licensing some of the Company's technology.
8
<PAGE>
A charge of $19.6 million was taken during the three months ended April 2,
1999 to accrue employee severance of $5.6 million, leased facility and related
costs of $4 million associated with the closure of the plant in Oxnard,
California and redundant facilities worldwide, and costs of $10 million
associated with restructuring and integration of operations as a result of the
merger. The Oxnard manufacturing operations shutdown was completed during
December 1999. Other integration activities included exit costs for some product
lines, reducing redundant resources worldwide, and abandoning redundant sales
and service facilities. During the six months ended June 30, 2000, severance was
paid to 23 employees in various locations worldwide. The following table
summarizes activity during the three months ended March 31, 2000 and June 30,
2000.
<TABLE>
<CAPTION>
(in millions) Total Severance Facilities Integration
----- --------- ---------- -----------
<S> <C> <C> <C> <C>
Accrual remaining December 31, 1999...... $ 10.1 $ 2.8 $ 3.9 $ 3.4
Actions during Q1 2000................... (1.8) (0.9) (0.5) (0.4)
------ ----- ------ ------
Accrual remaining March 31, 2000......... 8.3 1.9 3.4 3.0
Actions during Q2 2000................... (2.0) (0.4) (0.4) (1.2)
------ ------ ------ ------
Accrual remaining June 30, 2000.......... $ 6.3 $ 1.5 $ 3.0 $ 1.8
====== ====== ====== ======
</TABLE>
The remaining accrual is for further reduction of redundant resources
worldwide, including severance for approximately 140 employees. It is expected
that most actions will be completed by end of 2000, but certain leased facility
costs will take longer to resolve due to the nature of the lease commitments.
8. Commitments and Contingencies
Operating leases
The Company leases certain equipment and facilities under operating lease
agreements that expire through 2013. The facility leases require the Company to
pay real estate taxes and other operating costs. For the year ended December 31,
1999 lease expense was approximately $4.7 million (1998 - $1.9 million).
Minimum lease payments under operating leases expiring subsequent to June
30, 2000 are:
(in thousands)
Remaining six months of 2000..................... $ 2,365
2001............................................. 3,923
2002............................................. 3,271
2003............................................. 2,591
2004............................................. 2,535
Thereafter....................................... 7,602
--------
Total minimum lease payments..................... $ 22,287
========
Legal proceedings and disputes
Robotic Vision Systems, Inc. v. View Engineering, Inc., USDC Case No. 95-7441.
This case involves a complaint by Robotic Vision Systems, Inc. alleging
infringement of a patent by View Engineering, Inc. a wholly owned subsidiary.
The matter was tried before a judge sitting in the United States District Court
for the Central District of California in November 1999. Robotic Vision alleged
infringement relating to lead inspection machines formerly sold by View
Engineering and sought damages of $60.5 million. In March 2000, the Court found
that Robotic Vision's patent was invalid. Robotic Vision has appealed the
Court's decision.
9
<PAGE>
GSI Lumonics Inc. v. BioDiscovery Inc. On December 10, 1999 GSI Lumonics filed
suit in the United States District Court for the District of Massachusetts
seeking a declaration that its QuantArray Microarray Analysis Software does not
infringe any copyright owned by BioDiscovery, Inc. or its president.
BioDiscovery, Inc. is a manufacturer of microarray quantification software under
the name ImaGene(C). On December 21, 1999, BioDiscovery's president responded to
our action for declaratory judgment by filing a separate suit in the United
States District Court for the Southern District of California, alleging that GSI
Lumonics reverse engineered his software, and also sued for copyright
infringement. In the Massachusetts action, the court denied BioDiscovery's
president's motion to dismiss and scheduled the trial for May 2000. In April
2000, shortly before the trial was scheduled to begin, BioDiscovery's president
abandoned his copyright infringement claim and consented to the entry of a
default judgment in favor of GSI Lumonics. The Company has since filed a motion
to dismiss the remaining claims in the California action. The Company believes
that the remaining California claims are without merit.
Electro Scientific Industries, Inc. v. GSI Lumonics, Inc. On March 16, 2000,
Electro Scientific Industries, Inc. filed an action for patent infringement in
the United States District Court for the Central District of California against
the Company and Dynamic Details Inc., an unrelated party that is one of the
Company's customers. Electro Scientific alleges that the Company offers to sell
and import into the United States our GS-600 high speed laser drilling system
and that Dynamic Details possesses and uses a GS-600 System. It further alleges
that Dynamic Details' use of the GS-600 laser system infringes on Electro
Scientific's U.S. patent no.5,847,960 and that the Company has actively induced
the infringement of, and contributorily infringed on, the patent. Electro
Scientific seeks an injunction, unspecified damages, trebling of those damages,
and attorney fees. The Company intends to vigorously defend this claim and,
based on its investigation of the patent to date, it believes that it will
prevail.
Electro Scientific Industries, Inc. v. GSI Lumonics, Inc. In September 1998, the
United States District Court for the Northern District of California granted
Electro Scientific's motions for summary judgment against General Scanning in
this case on a claim of patent infringement and on the issue of whether Electro
Scientific committed inequitable conduct by intentionally failing to cite prior
art to the U.S. Patent Office in connection with one of its patents. The Court
denied General Scanning Inc.'s motion for summary judgment that the Electro
Scientific patents are invalid due to prior art. During March 1999, the Court
granted Electro Scientific's motion for partial summary judgment that upgrade
kits, sold by General Scanning for 1.3 micron laser wavelength memory repair,
infringe the Electro Scientific patents in suit. In April 1999 a federal court
jury issued a verdict that Electro Scientific's patent 5,473,624 was invalid,
and that Electro Scientific's patent 5,265,114 was valid, and awarded a $13.1
million damage judgment against the Company. In July 1999, the Court refused
Electro Scientific's requests to increase damages awarded by the jury in April,
and for attorney fees, but granted interest on the damages. The Company recorded
a provision during the three months ended April 2, 1999 of $19 million to
reflect the amount of the damages award plus accrued interest and related costs.
The Court also affirmed the jury's decision to invalidate one of the two patents
asserted by Electro Scientific in the case. The Company has appealed the
decisions on infringement, the validity of the second patent and the award of
damages. The Company was required to post an unsecured bond with the court in
order to proceed with the appeal. No date has been set for arguments.
GSI Lumonics believes that Robotic Vision's and Electro Scientific's claims
in the above actions are without merit and GSI Lumonics is vigorously defending
these proceedings. However, if the Company were to lose on one or more of the
claims and damages are awarded, there could be a material adverse effect on GSI
Lumonics' operating results and/or financial condition. The outcome is not
determinable at this time.
Other. As the Company has disclosed since 1994, a party has commenced legal
proceedings in the United States against a number of U.S. manufacturing
companies, including companies that have purchased systems from GSI Lumonics
Inc. The plaintiff in the proceedings has alleged that certain equipment used by
these manufacturers infringes patents claimed to be held by the plaintiff. While
GSI Lumonics Inc. is not a defendant in any of the proceedings, several of GSI
Lumonics Inc.'s customers have notified GSI Lumonics Inc. that, if the party
successfully pursues infringement claims against them, they may require GSI
Lumonics Inc. to indemnify them to the extent that any of their losses can be
attributed to systems sold to them by GSI Lumonics Inc.. GSI Lumonics does not
believe that the outcome of these claims will have a material adverse effect
upon GSI Lumonics, but there
10
<PAGE>
can be no assurance that any such claims, or any similar claims, would not have
a material adverse effect upon GSI Lumonics' financial condition or results of
operations.
9. Segment Information
GSI Lumonics Inc. designs, develops, manufactures and markets laser-based
advanced manufacturing systems and components. The laser systems and components
are used in highly automated environments for applications such as cutting,
drilling, welding, marking, micro-machining, inspection and optical detection
and transmission, in the semiconductor, electronics, automotive, and
telecommunications industries. In addition, the Company supplies other markets
such as aerospace and medical/biotechnology. The Company operates in one
reportable segment. The Company's principal markets are in the United States,
Canada, Europe, Japan and Asia-Pacific.
Geographic segment information
The Company attributes revenues to geographic areas on the basis of the
customer location. Long-lived assets are attributed to geographic areas in which
Company assets reside.
<TABLE>
<CAPTION>
(in millions) Three months ended
-------------------------------------
Revenues from external customers: June 30, 2000 July 2, 1999
------------- ------------
<S> <C> <C> <C> <C>
US............................ $ 37.5 40% $ 34.4 50%
Canada........................ 4.5 5% 0.1 0%
Europe........................ 20.0 22% 18.8 27%
Japan......................... 16.6 18% 7.4 11%
Asia-Pacific, other........... 12.0 13% 8.3 12%
Latin and South America....... 2.2 2% 0.2 0%
------ ------ ------ ------
Total.................... $ 92.8 100% $ 69.2 100%
====== ======
Six months ended
----------------------------------------
June 30, 2000 July 2, 1999
------------- ------------
US............................ $ 80.1 44% $ 50.5 47%
Canada........................ 8.4 5% 2.6 2%
Europe........................ 43.2 24% 30.7 28%
Japan......................... 27.4 15% 12.6 12%
Asia-Pacific, other........... 19.3 11% 10.8 10%
Latin and South America....... 2.3 1% 0.6 1%
------- ------ ------- ------
Total.................... $ 180.7 100% $ 107.8 100%
======= =======
</TABLE>
As at
---------------------------------
June 30, 2000 Dec. 31, 1999
------------- -------------
Long-lived assets:
US.............................. $ 37.3 $ 42.4
Canada.......................... 9.2 7.7
Europe.......................... 15.2 17.5
Japan........................... 0.8 0.6
Asia-Pacific, other............. 0.3 0.4
------ -------
Total...................... $ 62.8 $ 68.6
====== =======
11
<PAGE>
10. Subsequent Events
On July 24, 2000 the Company announced the signing of a letter of intent to
acquire a private California based company that designs and manufactures
precision optics. The California company currently supplies products to the
semiconductor, aerospace and defense industries with annual sales of
approximately $8 million. Terms of the transaction are not material to the
Company.
11. Recent Pronouncements
In December 1999 the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 on revenue recognition which is effective no later
than the fourth quarter of our current fiscal year. We believe this Bulletin
will not have a significant impact on our reported sales.
In March 2000 Financial Accounting Standards Board issued No. 44 Accounting
for Certain Transactions Involving Stock Compensation. This Interpretation is to
be applied prospectively from July 1, 2000. The Company has not yet determined
the impact of this Interpretation on its financial statements.
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
You should read this discussion together with the consolidated financial
statements and other financial information included in this report. This report
contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those indicated in the forward-looking
statements. Please see the "Special Note Regarding Forward-Looking Statements"
elsewhere in this report.
Overview
We design, develop, manufacture and market laser-based advanced
manufacturing systems and components for a wide range of applications, including
cutting, welding, drilling, marking, micro-machining, inspection, and optical
detection and transmission. Markets for these products include the
semiconductor, electronics, automotive and telecommunications industries. In
addition, we sell to other markets such as the aerospace and
medical/biotechnology industries. Our systems sales depend on our customers'
capital expenditures, which are affected by business cycles in the markets they
serve.
Revenues from operations for any quarter are not necessarily indicative of
the results to be expected for the entire fiscal year or for any future period.
Our quarterly operating results are subject to fluctuation due to a variety of
factors, some of which are outside of our control. Accordingly, you should not
rely on our results for any past quarter as an indication of future performance.
Results of Operations for Three Months Ended June 30, 2000
The following table presents unaudited quarterly results of operations as a
percentage of sales. This information has been presented on the same basis as
the consolidated financial statements.
Three months ended
------------------
June 30, July 2,
2000 1999
---- ----
Sales................................................. 100.0% 100.0%
Cost of goods sold.................................... 60.1 66.2
------ ------
Gross profit.......................................... 39.9 33.8
Research and development.............................. 9.4 12.4
Selling, general and administrative................... 21.5 26.7
Amortization of technology and other intangibles...... 1.2 1.9
------ ------
Income (loss) from operations......................... 7.8 (7.2)
Gain on sale of assets................................ 0.7 -
Interest income (expense), net........................ 0.5 (0.1)
Foreign exchange transaction gains.................... 0.6 0.2
------ -------
Income (loss) before income taxes..................... 9.6 (7.1)
Income tax provision (benefit)........................ 3.3 (1.7)
------- -------
Net income (loss)..................................... 6.3% (5.4)%
======= =========
Our sales were $92.8 million in the second quarter of 2000, up 34% compared
to the second quarter of 1999.
13
<PAGE>
Sales by Region. We distribute our systems and services via our global
sales and service network and through third-party distributors and agents. Our
sales territories are divided into the following regions: the United States;
Canada; Europe, consisting of Europe, the Middle East and Africa; Japan;
Asia-Pacific, consisting of ASEAN countries, China and other Asia-Pacific
countries; and Latin and South America. See note 9 to the financial statements
for a table of sales by region.
Sales increased in all regions in the quarter ended June 30, 2000 compared
to the quarter ended July 2, 1999. The region showing the largest dollar growth
was Japan, which increased $9.2 million, or 124%, primarily as a result of
strong sales to the electronics market.
(in millions) Three months ended
June 30, 2000 July 2, 1999
------------- ------------
Quarterly revenues by market:
Semiconductor..................... $ 14.6 16% $ 9.0 13%
Electronics....................... 30.0 32% 15.7 23%
Automotive........................ 9.0 10% 2.1 3%
Components........................ 10.0 11% 7.9 11%
Other............................. 16.3 17% 25.7 37%
Parts and services................ 12.9 14% 8.8 13%
------- ----- -------- ----
Total...................... $ 92.8 100% $ 69.2 100%
======= ===== ======== ====
Sales by Market. Our results of operations are affected by external
factors that impact the markets in which we compete.
Sales to the semiconductor market in the three months ended June 30, 2000
increased significantly compared to the same period in 1999. After severe
recession in 1997 and 1998, the semiconductor equipment industry began to
recover in 1999 and this recovery continued into 2000. Activity has increased in
both the front end and back end of the fabrication process, resulting in an
increase in orders for trim and test and wafer marking systems.
Sales to the electronics market in the three months ended June 30, 2000
were also almost double compared to the same period in 1999. Growth in the
electronics market has been fueled by the growing demand for components for
telecommunications devices, personal computers, consumer and automotive
electronics, particularly in Japan and in the Asia-Pacific region.
Sales to the automotive market were up significantly in the quarter
reflecting the impact of a major contract in this market announced early in
January, 2000.
Sales of components increased 27% from the same period in 1999, reflecting
continued strong sales growth in this area.
Sales to the other markets (including aerospace, packaging and
medical/biotechnology industries) decreased during the quarter due to the
divestiture of certain product lines which were included in this category.
Parts and service sales during the three months ended June 30, 2000
continued to grow, due to customers' increased utilization of existing installed
systems and general growth in the installed base.
Backlog. We define backlog as unconditional purchase orders or other
contractual agreements for products for which customers have requested delivery
within the next twelve months. Backlog was approximately $103 million on June
30, 2000 compared to $87 million on March 31, 2000 and $73 million on July 2,
1999.
14
<PAGE>
Gross Profit Margin. Gross profit margin of 39.9% in the three months ended
June 30, 2000 compares favorably to the gross profit margin of 33.8% in the
second quarter of 1999 due to increased sales of higher margin products and
consolidation of manufacturing operations. The decline in gross profit margin
from the first quarter of 2000 to the second quarter relates to less favorable
product mix.
Research and Development Expenses. Research and development expenses, net
of government assistance, for the three months ended June 30, 2000 were 9.4% of
sales or $8.8 million compared to 12.4% of sales or $8.6 million in the three
months ended July 2 1999. Development activities focused on products in the
semiconductor, electronics and automotive markets.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were 21.5% of sales or $19.9 million in the three months
ended June 30, 2000, compared with 26.7% of sales or $18.5 million in the three
months ended July 2, 1999. The decrease in expenses in percentage terms is due
primarily to operating efficiencies realized from the merger and higher sales
volume.
Amortization of Technology and Other Intangibles. Amortization of
technology and other intangibles was 1.2% of sales or $1.2 million primarily as
a result of amortizing intangible assets resulting from the merger.
Restructuring and Other. During the quarters ended June 30, 2000 and July
2, 1999, the Company recorded no restructuring or other. A charge of $19.6
million was taken during the three months ended April 2, 1999 to accrue for
employee severance, leased facility and related costs associated with the
closure of the plant in Oxnard, California and other facilities worldwide. These
costs resulted from restructuring and integration of operations following the
merger. The Oxnard manufacturing operations shut down was completed during
December 1999. Other integration activities included exit costs for some product
lines, reducing redundant resources worldwide, and abandoning redundant sales
and service facilities. The remaining accrual is $6.3 million at June 30, 2000
(see Note 7 to the financial statements).
Gain on Sale of Assets. In April 2000 the Company sold the operating assets
of its View Engineering metrology product line for $4.4 million cash. In April
2000 the Company sold the operating assets of its Phoenix operations on terms
and conditions not material to GSI Lumonics. In June 2000 the Company sold the
operating assets of its package coding product line for $8.6 million cash. The
Company recorded a gain of $708 thousand on these sales during the three months
ended June 30, 2000.
Interest Income. Net interest income was $0.5 million in the three months
ended June 30, 2000, compared to $0.1 million of net interest expense in the
three months ended July 2, 1999. The increase in this quarter is due to the
investment of the proceeds from the April share offering.
Foreign Exchange. Foreign exchange transaction gains were $0.6 million in
the three months ended June 30, 2000, compared to $0.2 million of gains in the
three months ended July 2, 1999.
Income Taxes. The effective tax rate was 35.0% for the three months ended
June 30, 2000 compared to a tax recovery rate of 23.9% for the same period in
1999.
Net Income (Loss). Net income for the three months ended June 30, 2000 was
$5.8 million, or $0.15 per share based upon 38.3 million average common shares,
and $0.14 per share based on 40.4 million diluted shares. In April 2000 we
offered and sold 4.3 million common shares in a public offering.
15
<PAGE>
Results of Operations for Six Months Ended June 30, 2000
The following table presents unaudited year-to-date results of operations
as a percentage of sales. We believe this information is helpful in isolating
ongoing trends in our business from the effects of the merger. This information
has been presented on the same basis as the consolidated financial statements.
Six months ended
----------------
June 30, July 2,
2000 1999/(1)/
---- --------
Sales................................................. 100.0% 100.0%
Cost of goods sold.................................... 59.1 71.4
------- -------
Gross profit.......................................... 40.9 28.6
Research and development.............................. 9.6 11.0
Selling, general and administrative................... 22.2 26.9
Amortization of technology and other intangibles...... 1.3 1.5
Acquired in-process research and development.......... - 13.7
Restructuring and other............................... (1.5) 18.2
------- -------
Income (loss) from operations......................... 9.3 (42.7)
Gain on sale of assets................................ 0.4 -
Interest income, net.................................. 0.3 0.1
Foreign exchange transaction losses................... (1.0) (0.6)
------- -------
Income (loss) before income taxes..................... 9.0 (43.2)
Income tax provision (benefit)........................ 3.1 (5.1)
------- -------
Net income (loss)..................................... 5.9% (38.1)%
======= =======
/(1)/ Includes General Scanning from March 22, 1999, the date of the merger of
General Scanning and Lumonics.
Our sales were $180.7 million for the first six months of 2000, up 41%
compared to the first six months of 1999 on a pro forma basis as if the merger
had occurred at the beginning of 1999.
(in millions) Six months ended
-------------------------------------
June 30, 2000 July 2, 1999/(1)/
------------- -----------------
Quarterly revenues by market:
Semiconductor.......................... $ 27.9 15% $ 12.7 12%
Electronics............................ 54.3 30% 25.7 24%
Automotive............................. 12.9 7% 3.7 3%
Components............................. 19.8 11% 11.6 11%
Other.................................. 40.6 23% 36.7 34%
Parts and services..................... 25.2 14% 17.4 16%
------ ---- ------- -----
Total........................... $180.7 100% $ 107.8 100%
====== ==== ======= =====
/(1)/ Includes General Scanning from March 22, 1999, the date of the merger of
General Scanning and Lumonics.
Sales by Market. Our results of operations are affected by external
factors that impact the markets in which we compete.
Sales to the semiconductor market in the six months ended June 30, 2000
were more than double compared to the same period in 1999, in part due to the
merger in the first quarter of 1999. After severe recession in 1997 and 1998,
the semiconductor equipment industry began to recover in 1999 and this recovery
continued into 2000. Activity has increased in both the front end and back end
of the fabrication process, resulting in an increase in orders for trim and test
and wafer marking systems.
16
<PAGE>
Sales to the electronics market in the six months ended June 30, 2000 were
also more than double compared to the same period in 1999, again in part due to
the merger in the first quarter of 1999. Growth in the electronics market, as is
also the case in the semiconductor market, has been fueled by the growing demand
for components for telecommunications devices, personal computers, consumer and
automotive electronics.
Growth in sales in the automotive, components, and other market sectors
(including aerospace, packaging and medical/biotechnology industries) is due
partially to the impact of the merger with General Scanning Inc. which occurred
on March 22, 1999, and to increasing demand for the company's laser processing
systems and components in those markets.
Parts and service sales during the six months ended June 30, 2000 continued
to grow, due to customers' increased utilization of existing installed systems,
as well as the improvement of parts and service support for the former General
Scanning systems and components.
Gross Profit Margin. Gross profit margin of 40.9% in the six months ended
June 30, 2000 compared to gross profit margin of 28.6% in the first half of 1999
is due to increased sales of higher margin products, consolidation of
manufacturing operations and reduced warranty expense.
Research and Development Expenses. Research and development expenses, net
of government assistance, for the six months ended June 30, 2000 were 9.6% of
sales or $17.3 million compared with 11.0% of sales or $11.9 million for the six
months ended July 2, 1999 (excluding the merger related $14.8 million in-process
research and development charge). The increase in dollar terms from the same
period in 1999 is due primarily to the impact of the merger with General
Scanning Inc. which occurred on March 22, 1999.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were 22.2% of sales or $40.2 million in the six months
ended June 30, 2000, compared with $29.0 million or 26.9% of sales in the six
months ended July 2, 1999. The increase in dollar terms from 1999 is due
primarily to the impact of the merger with General Scanning Inc. which occurred
on March 22, 1999. The decrease in percentage terms is due primarily to the
increased sales volume in 2000.
Amortization of Technology and Other Intangibles. Amortization of
technology and other intangibles was 1.3% of sales or $2.4 million compared to
1.5% of sales or $1.6 million consisting primarily of the amortization of
intangible assets resulting from the merger.
Restructuring and Other. During the six months ended June 30, 2000 the
Company recorded a benefit of $2.7 million received for licensing some of the
Company's technology. A charge of $19.6 million was taken during the three
months ended April 2, 1999 to accrue for employee severance, leased facility and
related costs associated with the closure of the plant in Oxnard, California and
other facilities worldwide. These costs resulted from restructuring and
integration of operations following the merger. The Oxnard manufacturing
operations shut down was completed during December 1999. Other integration
activities included exit costs for some product lines, reducing redundant
resources worldwide, and abandoning redundant sales and service facilities. The
remaining accrual is $6.3 million at June 30, 2000 (see Note 7 to the financial
statements).
Interest Income. Net interest income was $0.6 million in the six months
ended June 30, 2000, compared to $0.1 million in the six months ended July 2,
1999. The increase in 2000 is due to the investment of the proceeds from the
April share offering.
Foreign Exchange. Foreign exchange transaction losses were $1.8 million in
the six months ended June 30, 2000, compared to $0.6 million of losses in the
six months ended July 2, 1999.
Income Taxes. The effective tax rate was 34.9% for the six months ended
June 30, 2000 compared to a tax recovery rate of 11.9% for the six months ended
July 2, 1999.
17
<PAGE>
Net Income (Loss). Net income for the six months ended June 30, 2000 was
$10.6 million, or $0.29 per share based upon 36.4 million average common shares,
and $0.28 per share based on 38.5 million diluted shares.
Liquidity and Capital Resources
Cash and cash equivalents totaled $71.7 million on June 30, 2000 compared
to $25.3 million at December 31, 1999. Bank debt and the current portion of
long-term debt was $18.5 million on June 30, 2000 compared to $28.5 million at
December 31, 1999. In April 2000 the Company offered and sold 4,300,000 shares
of Common Stock at a price to the public of $17 per share, for net proceeds of
$70.1 million. During the six months ended June 30, 2000, 955,608 shares of
common stock were issued pursuant to share options exercised for proceeds of
$5.1 million
During the six months ended June 30, 2000, we used $16.6 million in
operating activities. Net income, after adjustment for non-cash items, provided
cash of $16.0 million, offset by $32.6 million of increases in accounts
receivable, inventory and other current assets, less increases in current
liabilities. In the first six months of 1999, operations used $6.0 million.
Cash flow used in investing activities was $4.4 million during the six
months ended June 30, 2000, including $13.7 million generated from the sale of
assets in the quarter offset by $21.3 million purchases of short-term
investments and $4.7 million invested in property, plant and equipment. In the
first six months of 1999, investing activities provided $6.1 million.
Cash flow provided by financing activities was $66.0 million for the six
months ended June 30, 2000, primarily from the common share issuance in April
2000 and stock option exercises. In the six months of 1999, financing activities
provided $8.7 million.
We have credit facilities of approximately $40 million denominated in
Canadian dollars, U.S. dollars, British pounds and Japanese yen. Actual bank
indebtedness, of which $16.6 million was outstanding at June 30, 2000, is due on
demand and bears interest based on prime. Accounts receivable and inventories
have been pledged as collateral for the bank indebtedness under general security
agreements. The borrowings require us to maintain specified financial ratios and
conditions. We are currently in compliance with those ratios and conditions.
We believe that existing cash balances, together with cash generated from
operations, available bank lines of credit, and net proceeds of the stock
offering completed in April 2000, will be sufficient to satisfy anticipated cash
needs to fund working capital and investments in facilities and equipment for
the next two years. The Company may, from time to time, as market and business
conditions warrant, invest in or acquire complementary businesses, products or
technologies. The Company may require additional equity or debt financing to
fund such activities, which could result in additional dilution to the Company's
shareholders.
Currency Exchange Matters
We have substantial sales and expenses in currencies other than U.S.
dollars. As a result we have exposure to foreign exchange fluctuations, which
may be material.
18
<PAGE>
Special Note Regarding Forward-Looking Statements
Certain statements in this report on Form 10-Q constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act"). Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance or achievements, expressed or implied by
such forward-looking statements. In making these forward-looking statements,
which are identified by words such as "will", "expects", "intends",
"anticipates" and similar expressions, the Company claims the protection of the
safe-harbor for forward-looking statements contained in the Reform Act. The
Company does not 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.
19
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk. Our exposure to market risk associated with changes in
interest rates relates primarily to our debt obligations and short-term
investments. We do not use derivative financial instruments in our investment
portfolio. We do not actively trade derivative financial instruments but may use
them to manage interest rate positions associated with our debt instruments. We
currently have such contracts outstanding, converting yen denominated interest
on long term debt into U.S. dollar denominated interest and converting yen
denominated interest on long term debt into Canadian dollar denominated
interest.
Credit Risk. There is no concentration of credit risk related to our position in
trade accounts receivable other than the amount due from Sumitomo. Credit risk,
with respect to trade receivables, is minimized because of the diversification
of our operations, as well as our large customer base and its geographical
dispersion. We are exposed to credit-related losses with respect to any positive
fair value of our swap contracts and any gains on foreign currency contracts
described below in the event of non-performance by banks acting as
counterparties to the swap and foreign currency contracts. We do not expect
either counterparty to fail to meet its obligations.
Foreign Currency Risk. We have a foreign currency hedging program using currency
forwards and currency options to hedge exposure to foreign currencies. The goal
of the hedging program is to manage risk associated with fluctuations in the
value of the foreign currency. We do not currently use currency forwards or
currency options for trading purposes. We currently have swap contracts
outstanding, converting yen denominated obligations into U.S. dollar obligations
and converting yen denominated obligations into Canadian dollar obligations. In
addition, we have foreign currency contracts which convert yen and euro
denominated receivables into U.S. dollars.
See Note 6 to the financial statements.
20
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. CHANGES IN LEGAL PROCEEDINGS
Robotic Vision Systems, Inc. v. View Engineering, Inc., USDC Case No.
95-7441. This case involves a complaint by Robotic Vision Systems,
Inc. alleging infringement of a patent by View Engineering, Inc. a
wholly owned subsidiary. The matter was tried before a judge sitting
in the United States District Court for the Central District of
California in November 1999. Robotic Vision alleged infringement
relating to lead inspection machines formerly sold by View Engineering
and sought damages of $60.5 million. In March 2000, the Court found
that Robotic Vision's patent was invalid. Robotic Vision has appealed
the Court's decision.
See also the description of the Bio Discovery litigation in Note 7 to
the financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
We held an annual and special shareholders meeting on May 8, 2000. The
matters submitted to vote at this meeting were the election of
directors, the appointment of Ernst & Young as auditors and the
modification of our 1995 stock option plan. The table below sets forth
information concerning voting at the meeting.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Votes for Votes against or Abstention and
withheld broker non-votes
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard B. Black 24,808,846 44,197 -
Paul F. Ferrari 24,809,154 43,889 -
Woodie C. Flowers 24,809,839 43,204 -
Byron O. Pond 24,807,039 46,004 -
Ben J. Virgilio 24,809,039 44,004 -
William B. Waite 24,807,594 45,449 -
Charles D. Winston 24,808,558 44,485 -
----------------------------------------------------------------------------------------------------------
The appointment of Ernst & 24,801,896 22,976 -
Young as auditors and
authorizing the board of
directors to fix their
remuneration.
----------------------------------------------------------------------------------------------------------
Resolution No. 1 - Proposal to 12,649,997 5,842,158 -
amend 1995 stock option plan.
----------------------------------------------------------------------------------------------------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) List of Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
27. Financial Data Schedule
b) Reports on Form 8-K
None
21
<PAGE>
GSI Lumonics Inc.
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant, GSI Lumonics Inc., has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
GSI Lumonics Inc.
<TABLE>
<CAPTION>
Name Title Date
--------------------------- ---------------------------------------------- ----------------------
<S> <C> <C>
/s/ CHARLES D. WINSTON Director and Chief Executive Officer August 2, 2000
----------------------
Charles D. Winston (Principal Executive Officer)
/s/ DESMOND J. BRADLEY Vice President Finance and Chief Financial August 2, 2000
----------------------
Desmond J. Bradley Officer (Principal Financial and Accounting
Officer)
</TABLE>
22
