Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
........................................
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
EXCEL TECHNOLOGY, INC.
(Exact name of Registrant as specified in its Charter)
........................................
For the quarter ended September 30, 2002 Commission File Number 0-19306
Delaware 11-2780242
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
41 Research Way (631) 784-6175
E. Setauket, NY 11733 (Registrant's Telephone Number)
(Address of Principal Executive Offices)
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 for 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 [ ]
The number of shares of the Registrant's common stock outstanding as of
November 4, 2002 was: 11,804,369.
CONTENTS
PART I. FINANCIAL INFORMATION
Page
....
Item 1. Consolidated Financial Statements:
..................................
Consolidated Balance Sheets as of September 30, 2002
(unaudited) and December 31, 2001 3
Consolidated Statements of Income (unaudited) for the Three
Months Ended September 30, 2002 and 2001 4
Consolidated Statements of Income (unaudited) for the Nine
Months Ended September 30, 2002 and 2001 5
Consolidated Statements of Cash Flows (unaudited) for the
Nine Months Ended September 30, 2002 and 2001 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
.................................................
Condition and Results of Operations 8
...................................
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
..........................................................
Item 4. Controls and Procedures 11
.......................
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
.................
Item 2. Changes in Securities and Use of Proceeds 13
.........................................
Item 3. Defaults upon Senior Securities 13
...............................
Item 4. Submission of Matters to a Vote of Security-Holders 13
...................................................
Item 5. Other Information 13
.................
Item 6. Exhibits and Reports on Form 8-K 13
................................
(a) Exhibits - (11) Computation of net earnings per share 17
(99) Certification of Periodic Report 18
(b) Reports on Form 8-K
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
.................................
CONSOLIDATED BALANCE SHEETS
Sept. 30, 2002 Dec. 31, 2001
.............. .............
(Unaudited)
Assets
.......
Current assets:
Cash and cash equivalents $ 17,973,312 $ 16,211,865
Accounts receivable, less allowance
for doubtful accounts of $800,000 and
$717,000 in 2002 and 2001, respectively 18,861,206 15,688,733
Inventories 22,233,671 19,219,695
Deferred income taxes 1,112,000 1,112,000
Other current assets 1,239,505 1,369,903
............ ............
Total current assets 61,419,694 53,602,196
............ ............
Property, plant and equipment, net of
depreciation 27,462,311 26,125,347
Other assets 149,783 64,362
Deferred income taxes 593,000 593,000
Goodwill, net of accumulated amortization of
$6,586,773 in 2002 and 2001, respectively 22,120,116 22,120,116
............ ............
Total assets $111,744,904 $102,505,021
............ ............
............ ............
Liabilities and Stockholders' Equity
.....................................
Current liabilities:
Accounts payable $ 4,533,418 $ 3,786,154
Accrued expenses and other current
liabilities 8,182,913 7,121,293
............ ............
Total current liabilities 12,716,331 10,907,447
............ ............
Stockholders' equity:
Preferred stock, par value $.001 per share:
2,000,000 shares authorized, none issued 0 0
Common stock, par value $.001 per share:
20,000,000 shares authorized,
11,800,369 and 11,763,569 shares issued
in 2002 and 2001, respectively 11,800 11,764
Additional paid-in capital 45,322,926 44,856,504
Retained earnings 54,521,598 47,783,066
Accumulated other comprehensive loss (827,751) (1,053,760)
............ ............
Total stockholders' equity 99,028,573 91,597,574
............ ............
Total liabilities and
stockholders' equity $111,744,904 $102,505,021
............ ............
............ ............
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Three Months Ended
September 30,
.............................
2002 2001
............. .............
Net sales and services $ 22,897,504 $ 21,563,646
Cost of sales and services 11,897,043 12,488,506
............. .............
Gross profit 11,000,461 9,075,140
Operating expenses:
Selling and marketing 2,999,818 2,835,621
General and administrative 2,145,394 1,563,194
Research and development 2,333,631 2,328,613
Amortization of goodwill 0 362,434
............. .............
Income from operations 3,521,618 1,985,278
Non-operating expenses (income):
Interest expense 2,357 1,898
Interest income (72,612) (139,280)
Other, net (134,542) 21,672
............. .............
Income before provision for income taxes 3,726,415 2,100,988
Provision for income taxes 1,229,717 717,487
............. .............
Net income $ 2,496,698 $ 1,383,501
............. .............
............. .............
Basic earnings per common share $0.21 $0.12
..... .....
..... .....
Weighted average common shares outstanding 11,799,700 11,763,149
............. .............
............. .............
Diluted earnings per common share $0.21 $0.12
..... .....
..... .....
Weighted average common shares and
common share equivalents outstanding 12,113,953 11,977,783
............. ............
............. ............
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
Nine Months Ended
September 30,
.............................
2002 2001
............. .............
Net sales and services $ 64,712,840 $ 70,307,989
Cost of sales and services 34,001,184 38,024,919
............. .............
Gross profit 30,711,656 32,283,070
Operating expenses:
Selling and marketing 8,558,779 9,174,012
General and administrative 5,599,473 5,271,450
Research and development 6,782,840 6,916,576
Amortization of goodwill 0 1,089,558
............. .............
Income from operations 9,770,564 9,831,474
Non-operating expenses (income):
Interest expense 5,767 14,419
Interest income (198,804) (589,092)
Other, net (93,905) 39,066
............. .............
Income before provision for income taxes 10,057,506 10,367,081
Provision for income taxes 3,318,977 3,644,611
............. .............
Net income $ 6,738,529 $ 6,722,470
............. .............
............. .............
Basic earnings per common share $0.57 $0.57
..... .....
..... .....
Weighted average common shares outstanding 11,788,358 11,761,359
............. .............
............. .............
Diluted earnings per common share $0.56 $0.56
..... .....
..... .....
Weighted average common shares and
common share equivalents outstanding 12,074,214 11,986,769
............. .............
............. .............
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
.............................
2002 2001
............. .............
Operating activities:
Net earnings $ 6,738,529 $ 6,722,470
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization 2,186,178 2,913,702
Provision for bad debts 242,323 70,704
Deferred income taxes 2,954 0
Changes in operating assets
and liabilities:
Accounts receivable (2,396,295) (175,875)
Inventories (3,176,785) (2,182,810)
Other current assets 156,712 (154,502)
Other assets (14,247) 266,162
Accounts payable 391,799 (845,547)
Accrued expenses and other
current liabilities 404,199 (639,035)
............. .............
Net cash provided by
operating activities 4,535,367 5,975,269
............. .............
Investing activities:
Cash paid for acquisition,
net of cash acquired 204,868 0
Purchases of property,
plant and equipment (3,508,034) (8,487,794)
............. .............
Net cash used in investing activities (3,303,166) (8,487,794)
............. .............
Financing activities:
Proceeds from exercise of common stock
options and warrants 466,458 29,006
Payments of notes payable 0 (12,237)
............. .............
Net cash provided by
financing activities 466,458 16,769
............. .............
Effect of exchange rate changes on
cash and cash equivalents 62,788 (378,463)
............. .............
Net increase (decrease)in cash and
cash equivalents 1,761,447 (2,874,219)
Cash and cash equivalents,
beginning of period 16,211,865 19,006,192
............. .............
Cash and cash equivalents, end of period $ 17,973,312 $ 16,131,973
............. .............
............. .............
Supplemental cash flow information:
Cash paid for:
Interest $ 3,410 $ 14,419
Income taxes $ 785,607 $ 3,583,545
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. CONSOLIDATED FINANCIAL STATEMENTS:
..................................
The consolidated balance sheet as of September 30, 2002, the
consolidated statements of income for the three months and nine months
ended September 30, 2002 and September 30, 2001, and the consolidated
statement of cash flows for the nine months ended September 30, 2002 and
September 30, 2001 have been prepared by the Company and are unaudited.
In the opinion of management, all adjustments (which included only normal
recurring adjustments) have been made which are necessary to present
fairly the consolidated financial position, results of operations and
cash flows at September 30, 2002 and for all periods presented.
For information concerning the Company's significant accounting
policies, reference is made to the Company's Annual Report on Form 10-K
for the year ended December 31, 2001. While the Company believes that the
disclosures presented are adequate to make the information contained
herein not misleading, it is suggested that these statements be read in
conjunction with the consolidated financial statements and notes included
in the Form 10-K. Results of operations for the period ended September
30, 2002 are not necessarily indicative of the operating results to be
expected for the full year.
B. INVENTORIES
...........
Inventories are recorded at the lower of average cost or market.
Average cost approximates actual cost on a first-in first-out basis.
Inventories consist of the following:
September 30, 2002 December 31, 2001
.................. .................
Raw Materials $ 11,168,571 $ 10,028,445
Work in Process 6,130,820 5,590,729
Finished Goods 3,704,322 3,001,963
Consigned Inventory 1,229,958 598,558
.................. .................
$ 22,233,671 $ 19,219,695
.................. .................
.................. .................
C. LINE-OF-CREDIT
..............
On July 23, 1998, the Company entered into a credit facility with The
Bank of New York (the "Bank") that provides the Company with a $15 million
revolving line of credit for acquisitions or working capital requirements.
The term of this agreement is for five years, maturing on July 22, 2003.
This credit facility allows for interest to be calculated, at the
Company's election, utilizing an Alternative Base Rate ("ABR") or a LIBOR
rate plus a premium ranging from 0.50% to 2.25%. The ABR is the higher
rate of the prime rate or the Federal Funds Rate plus 0.50%. This credit
facility contains certain financial covenants, including a minimum
tangible net worth requirement of at least $15 million, prohibits the
payment of dividends, and requires payment of interest on a quarterly
basis. As of September 30, 2002, the Company had no borrowings on its
line of credit.
D. ACQUISITIONS
............
On August 31, 2002, the Company, through a newly formed wholly-owned
subsidiary, Excel Technology Japan Holding Co., Ltd., acquired all of the
issued and outstanding shares of OptoFocus Corporation ("OptoFocus"), a
distribution organization representing the Company's Quantronix product
line in Japan, for approximately $400,000 in cash (including acquisition
related expenses). As of September 30, 2002, the acquisition cost was not
paid and was included in the accrued liabilities balance of the
consolidated financial statements. In October 2002, the Company utilized
its own cash to pay for the acquisition of OptoFocus. The purchase price
was determined by arms length negotiations between the Company and
OptoFocus. The Company has retained substantially all of the employees
of OptoFocus. The acquisition has been accounted for using the purchase
method of accounting and, accordingly, the operating results of OptoFocus
have been included in the Company's consolidated results of operations
since the date of the acquisition.
E. NEW ACCOUNTING PRONOUNCEMENTS
.............................
Effective January 1, 2002, the Company adopted Statement of
Financial Accounting Standard ("SFAS") No. 141, "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
requires all business combinations initiated after September 30, 2001 to
be accounted for using the purchase method. Under SFAS No. 142, goodwill
and intangible assets with indefinite lives are no longer amortized but
are reviewed at least annually for impairment. Had this standard been
applied for the three and nine months ended September 30, 2001,
respectively, net income would have been increased to $1.7 and $7.8
million, basic earnings per share would have been $0.15 and $0.66 and
diluted earnings per share would have been $0.15 and $0.65.
Effective January 1, 2002, the Company adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS
No. 144"), which supersedes SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be disposed of." The
primary objectives of SFAS No. 144 is to develop one accounting model
based on the framework established in SFAS No. 121 for long-lived assets
to be disposed of by sale, and to address significant implementation
issues. The adoption of this statement did not have an impact on the
Company's consolidated results of operations or financial position.
Item 2. Management's Discussion and Analysis of
........................................
Financial Condition and Results of Operations
.............................................
Results of Operations
......................
Net sales and services for the quarter ended September 30, 2002
increased $1.3 million or 6.2% to $22.9 million from $21.6 million for
the comparable period in the prior year. The increase is largely
attributable to increases in sales of CO2 lasers. For the nine months
ended September 30, 2002, net sales and services were $64.7 million, a
decrease of $5.6 million or 8.0% from $70.3 million in the nine months
ended September 30, 2001. The decrease is mainly attributable to a
reduction in sales of scanners and marking systems.
Gross margins increased to 48.0% for the quarter ended September 30,
2002 as compared to 42.1% in the same period in the prior year. For the
nine months ended September 30, 2002, gross margins increased to 47.5%
from 45.9% in the same nine months ended September 30, 2001. The
decreases in cost as a percentage of sales are primarily due to the
product mix and to lower fixed costs. Product margins vary from direct
sales to distributor sales and also vary from product to product. The
Company offers more than 250 product configurations.
Selling and marketing expenses increased to $3.0 million in the
quarter ended September 30, 2002 from $2.8 million in the quarter ended
September 30, 2001. Selling and marketing expenses as a percentage of
sales decreased to 13.1% for the quarter ended September 30, 2002 from
13.2% for the comparable period in the prior year. The increase of $164
thousand or 5.8% in selling and marketing expenses for the current
quarter is primarily attributable to higher expenditures associated with
a major trade show. For the nine months ended September 30, 2002,
selling and marketing expenses were $8.6 million as compared to $9.2
million for the same period in 2001. Selling and marketing expenses as a
percentage of sales increased to 13.2% for the nine months ended
September 30, 2002 from 13.0% for the comparable period in the prior
year. The increase in selling expenses, as a percentage of sales is
essentially attributable to the absorption of higher fixed costs over a
lower sales volume.
General and administrative expenses increased $582 thousand or 37.2%
from $1.6 million in the quarter ended September 30, 2001 to $2.1 million
in the current period. For the nine months ended September 30, 2002,
general and administrative expenses increased $328 thousand to $5.6
million or 6.2% from $5.3 million in 2001. The increases are primarily
attributable to general and administrative costs incurred in the
operations of OptoFocus and higher legal and insurance expenses.
Research and development costs for the quarters ended September 30,
2002 and September 30, 2001 remained at $2.3 million. For the nine
months ended September 30, 2002, research and development costs decreased
$134 thousand or 1.9% to $6.8 million from $6.9 million in 2001. The
decrease is primarily attributable to reduced research and development
material costs during the nine months ending September 30, 2002.
Interest expense was $2.0 thousand for each of the quarters ended
September 30, 2002 and 2001. Interest expense decreased to $6 thousand
versus $14 thousand for the nine months ended September 30, 2002 and
2001, respectively, due to reduced short-term borrowing by the Company's
European subsidiaries.
Interest income decreased to $73 thousand for the quarter ended September
30, 2002 from $139 thousand in the same period of 2001, a decrease of $67
thousand. For the nine months ended September 30, 2002 and September 30,
2001, interest income was $199 thousand and $589 thousand, respectively.
The decreases are primarily due to reduced effective interest rates
during the periods in comparison and decreased average investable cash
balances.
Other income/expense resulted in income of $135 thousand for the
quarter ended September 30, 2002 as compared to expense of $22 thousand
for the quarter ended September 30, 2001. Other income/expense resulted
in income of $94 thousand for the nine months ended September 30, 2002 as
compared to expense of $39 thousand for the nine months ended September
30, 2001. The changes are primarily due to foreign exchange gains and
losses realized by the Company's European subsidiary.
The provision for income taxes increased $512 thousand or 71.4% from
$717 thousand in the quarter ended September 30, 2001 to $1.2 million for
the current quarter ended September 30, 2002. For the nine months ended
September 30, 2002, the provision for income taxes decreased $326
thousand or 8.9% from $3.6 million in the nine months ended September 30,
2001 to $3.3 million in the comparable period in 2002. The increase for
the quarters in comparison and the decrease for the nine months in
comparison are directly related to changes in taxable earnings for those
periods.
Liquidity and Capital Resources
................................
Working capital at September 30, 2002 was $48.7 million compared to
$42.7 million at December 31, 2001. Cash and equivalents were $18.0
million at September 30, 2002 and $16.2 million at December 31, 2001.
The Company anticipates spending $4.0 million for capital
expenditures in 2002, which includes approximately $2.1 million for
payments of remaining balances on the construction of buildings for
Synrad, Baublys-Control Laser and expansion of the Quantronix facilities.
Approximately $3.5 million was spent for purchases of property, plant and
equipment during the nine months ended September 30, 2002. The Company
had capital expenditures of approximately $15.5 million for the year
ended December 31, 2001. Depreciation and amortization expense for the
nine months ended September 30, 2002 was approximately $2.2 million,
including $482 thousand for buildings and $1.7 million for all other
property, plant and equipment.
The Company had no outstanding long-term debt and $15 million
available on its line of credit as of September 30, 2002, as described in
Note C to the accompanying consolidated financial statements.
The Company believes that its current resources and anticipated cash
flow from operations will be sufficient to meet the Company's cash
requirements for at least the next 12 months.
Inflation
..........
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Subsequent Event
.................
On October 11, 2002, the Company, through a newly formed wholly-owned
subsidiary, Excel Continuum Corporation, acquired substantially all of the
assets and properties ("Assets") of Hoya Photonics, Inc., d/b/a Continuum,
and Hoya Photonics' wholly-owned subsidiaries, Continuum Electro-Optics
GmbH, Continuum France EURL and Hoya Continuum Corporation (collectively,
"Continuum"), relating to the business of developing, manufacturing and
marketing pulsed lasers and related accessories for the scientific and
commercial marketplaces (the "Business of the Scientific Division"), for
$12,095,298 in cash (of which $1,000,000 has been held back for a
contemplated downward adjustment of purchase price based upon confirmation
of the September 30, 2002 balance sheet for the Business of the Scientific
Division), and the assumption of trade payables, accrued expenses and
other specified liabilities. The purchase price was determined by arms
length negotiations between the Company and Continuum. In acquiring the
Business of the Scientific Division, the Company utilized its own cash.
The Company will continue to utilize the Assets in conducting the
Business of the Scientific Division. The Company has retained
substantially all of the employees of the Business of the Scientific
Division.
Forward-Looking Statements
...........................
The information set forth in this Report (and other reports issued by
the Company and its officers from time to time) contain certain statements
concerning the Company's future results, future performance, intentions,
objectives, plans and expectations that are or may be deemed to be
"forward-looking statements". Such statements are made in reliance upon
safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on current expectations
that involve numerous risks and uncertainties, including those risks and
uncertainties discussed in the Company's Annual Report on Form 10K for the
year ended December 31, 2001. Assumptions relating to the foregoing
involve judgments with respect to, among other things, future economic,
competitive, and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of which
are beyond the Company's control. Although the Company believes that its
assumptions underlying the forward-looking statements are reasonable, any
of the assumptions could prove inaccurate and, therefore, the Company
cannot assure you that the results discussed or implied in such forward-
looking statements will prove to be accurate. In light of the significant
uncertainties inherent in such forward-looking statements, the inclusion
of such statements should not be regarded as a representation by the
Company or any other person that the Company's objectives and plans will
be achieved. Words such as "believes," "anticipates," "expects,"
"intends," "may," and similar expressions are intended to identify
forward-looking statements, but are not the exclusive means of identifying
such statements. The Company undertakes no obligation to revise any of
these forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
..........................................................
Market Risk
............
The principal market risks (i.e., the risk of loss arising from
adverse changes in market rates and prices) to which the Company is
exposed are interest rates on demand deposits with banks and money market
funds and exchange rates, generating translation and transaction gains
and losses.
Interest Rates
...............
The Company manages its cash and investment portfolios considering
investment opportunities and risks, tax consequences and overall
financing strategies. The Company's investment portfolios consist
primarily of cash and equivalents, with carrying amounts approximating
market value. Assuming investment levels remain the same, a one-point
change in interest rates would not have a material impact on the
Company's interest income.
Foreign Exchange Rates
.......................
Operating in international markets involves exposure to movements in
currency exchange rates, which are volatile at times. The economic
impact of currency exchange rate movements on the Company is complex
because such changes are often linked to variability in real growth,
inflation, interest rates, governmental actions and other factors. These
changes, if material, could cause the Company to adjust its financing and
operating strategies. Consequently, isolating the effect of changes in
currency does not incorporate these other important economic factors.
The Company's net sales to foreign customers represent a large
percentage of total net sales. The Company generally has not engaged in
foreign currency hedging transactions.
Changes in the foreign currency rate for the German mark would have
the largest impact on translating the Company's international operating
profit.
Item 4. Controls and Procedures
.......................
Within 90 days prior to the date of filing this Quarterly Report on
Form 10-Q, the Company carried out an evaluation, under the supervision
and with the participation of the Company's management, including the
CEO/CFO, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. Based upon that evaluation, the Company's CEO/CFO concluded
that the Company's disclosure controls and procedures are effective in
timely alerting him to material information relating to the Company
(including its consolidated subsidiaries) required to be included in the
Company's periodic SEC filings. Subsequent to the date of that
evaluation, there have been no significant changes in the Company's
internal controls or in other factors that could significantly affect
internal controls, nor were any corrective actions required with regard
to significant deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
.................
On May 10, 2002, Positive Light, Inc. ("Positive Light") filed a
suit in the District Court for the Northern District of California
against Quantronix Corporation ("Quantronix"), a wholly owned subsidiary
of the Company, for alleged infringement of U.S. Patent No. 5,790,303,
false advertising and unfair competition. The allegations relate to the
advertising, offer for sale and sale of diode-pumped, Q-switched,
intracavity doubled lasers to pump optical amplifiers. Positive Light
seeks unspecified monetary damages as well as injunctive relief.
Quantronix denied the allegations, and asserted defenses and
counterclaims of non-infringement, invalidity and unenforceability.
On October 10, 2002, Quantronix filed a separate suit against
Positive Light also in the Northern District of California, seeking a
declaratory judgment of non-infringement, invalidity and unenforceability
of Positive Light's U.S. Patent No. 6,122,097 and U.S. Patent No.
5,963,363.
Quantronix is vigorously defending against Positive Light's
allegations of infringement, false advertising and unfair competition.
Both of these cases are at a preliminary stage. The Company believes that
there is no merit to the claims made by Positive Light. However, if
Positive Light is successful in its claims, Quantronix could be subject
to a permanent injunction against making, using, offering for sale, and
selling its Darwin series of laser products for use in amplifiers.
Quantronix could also be subject to damages and/or attorneys' fees. To
date, Quantronix has sold only one unit from its Darwin series of laser
products for use in pumping optical amplifiers.
For information concerning Legal Proceedings, reference is made to
Item 3, Legal Proceedings, in the Company's Annual Report on Form 10-K
for the year ended December 31, 2001.
Item 2. Changes in Securities and Use of Proceeds
.........................................
None.
Item 3. Defaults upon Senior Securities
...............................
None.
Item 4. Submission of Matters to a Vote of Security-Holders
...................................................
None.
Item 5. Other Information
.................
None.
Item 6. Exhibits and Reports on Form 8-K
................................
a) Exhibits - (11) Computation of net earnings per share
(99) Certification of periodic report
b) Reports on Form 8-K - None
SIGNATURES
..........
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
DATED: November 5, 2002
EXCEL TECHNOLOGY, INC.
By: /s/ J. Donald Hill
.................................
J. Donald Hill, Chairman of the Board
By: /s/ Antoine Dominic
.....................................
Antoine Dominic, President,
Chief Executive Officer, and
Chief Operating Officer
(Principal Accounting Officer)
CERTIFICATION
.............
I, Antoine Dominic, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Excel
Technology, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present
in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
By: /s/ Antoine Dominic
...................
Antoine Dominic, President,
Chief Executive Officer, and
Chief Operating Officer
(Principal Accounting Officer)
Dated: November 5, 2002
INDEX TO EXHIBITS
.................
Exhibit No. Description
11 Statement re: Computation of Earnings
Per Share
99 Certification Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350
EXHIBIT 11
COMPUTATION OF NET EARNINGS PER SHARE (Unaudited)
BASIC DILUTED
Three Months Ended Three Months Ended
September 30, September 30,
...................... ......................
2002 2001 2002 2001
.......... .......... .......... ..........
Net earnings $2,496,698 $1,383,501 $2,496,698 $1,383,501
.......... .......... .......... ..........
.......... .......... .......... ..........
Weighted average common
shares outstanding 11,799,700 11,763,149 11,799,700 11,763,149
.......... .......... .......... ..........
Weighted average common
share equivalents:
Options and warrants 0 0 314,253 214,634
.......... .......... .......... ..........
Weighted average common
shares and common shares
equivalent outstanding 11,799,700 11,763,149 12,113,953 11,977,783
.......... .......... .......... ..........
.......... .......... .......... ..........
Net earnings per share $ 0.21 $ 0.12 $ 0.21 $ 0.12
.......... .......... .......... ..........
.......... .......... .......... ..........
Nine Months Ended Nine Months Ended
September 30, September 30,
...................... ......................
2002 2001 2002 2001
.......... .......... .......... ..........
Net earnings $6,738,529 $6,722,470 $6,738,529 $6,722,470
.......... .......... .......... ..........
Weighted average common
shares outstanding 11,788,358 11,761,359 11,788,358 11,761,359
Weighted average common
share equivalents:
Options and warrants 0 0 285,856 225,410
.......... .......... .......... ..........
Weighted average common
shares and common shares
equivalent outstanding 11,788,358 11,761,359 12,074,214 11,986,769
.......... .......... .......... ..........
.......... .......... .......... ..........
Net earnings per share $ 0.57 $ 0.57 $ 0.56 $ 0.56
.......... .......... .......... ..........
.......... .......... .......... ..........
EXHIBIT 99
CERTIFICATION OF PERIODIC REPORT
I, Antoine Dominic, Chief Executive Officer and Chief Financial
Officer of Excel Technology, Inc. (the "Company"), certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350,
that:
(1) the Quarterly Report on Form 100Q of the Company for the
quarterly period ended September 30, 2002 (the "Report") fully complies
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (15. U.S.C. 78m or 78o(d)); and
(2) the information contained in the Report fairly presents, in all
material respects, the financial co0ndition and results of operations of
the Company.
Dated: November 5, 2002
/s/ Antoine Dominic
..............................
Antoine Dominic, President,
Chief Executive Officer, and
Chief Operating Officer
(Principal Accounting Officer)