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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 March 31, 2003 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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act)
Yes [X] No [ ]
The number of shares of the Registrant's common stock outstanding as of
May 12, 2003 was: 11,807,589.
CONTENTS
PART I. FINANCIAL INFORMATION
Page
....
Item 1. Consolidated Financial Statements:
..................................
Consolidated Balance Sheets as of March 31, 2003
(unaudited) and December 31, 2002 3
Consolidated Statements of Income (unaudited) for the
Three Months Ended March 31, 2003 and 2002 4
Consolidated Statements of Cash Flows (unaudited)
for the Three Months Ended March 31, 2003 and 2002 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
.................................................
Condition and Results of Operations 9
...................................
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
..........................................................
Item 4. Controls and Procedures 12
.......................
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
(In thousands, except per share amounts)
March 31, 2003 Dec. 31, 2002
.............. .............
(Unaudited)
Assets
.......
Current assets:
Cash and equivalents $ 12,883 $ 11,822
Accounts receivable, less allowance for
doubtful accounts of $1,052 and $993
in 2003 and 2002, respectively 26,152 22,375
Inventories 25,625 24,482
Deferred income taxes 1,068 1,068
Other current assets 1,463 1,305
.......... ..........
Total current assets 67,191 61,052
.......... ..........
Property, plant and equipment - at cost, net 27,541 27,782
Other assets 442 507
Goodwill 29,446 29,383
.......... ..........
Total assets $ 124,620 $ 118,724
.......... ..........
.......... ..........
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 5,874 $ 5,245
Accrued expenses and other
current liabilities 13,091 11,042
.......... ..........
Total current liabilities 18,965 16,287
.......... ..........
Deferred income taxes 180 180
Stockholders' equity:
Preferred stock, par value $.001 per share:
2,000 shares authorized, none issued 0 0
Common stock, par value $.001 per share:
20,000 shares authorized, 11,807 and
11,805 shares issued and outstanding
in 2003 and 2002, respectively 12 12
Additional paid-in capital 45,415 45,401
Retained earnings 59,144 56,295
Accumulated other comprehensive income 904 549
.......... ..........
Total stockholders' equity 105,475 102,257
.......... ..........
Total liabilities and
stockholders' equity $ 124,620 $ 118,724
.......... ..........
.......... ..........
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited and in thousands, except earnings per share)
Three Months Ended
March 31,
2003 2002
.......... ..........
Net sales and services $ 31,437 $ 19,753
Cost of sales and services 17,129 10,375
.......... ..........
Gross profit 14,308 9,378
Operating expenses:
Selling and marketing 4,187 2,762
General and administrative 2,633 1,581
Research and development 3,305 2,273
.......... ..........
Total operating expenses 10,125 6,616
.......... ..........
Operating income 4,183 2,762
Non-operating expenses (income):
Interest expense 0 2
Interest income (24) (59)
Other (income) expense, net (177) 32
.......... ..........
Income before provision for income taxes 4,384 2,787
Provision for income taxes 1,535 920
.......... ..........
Net income $ 2,849 $ 1,867
.......... ..........
.......... ..........
Basic net earnings per common share $0.24 $0.16
.......... ..........
.......... ..........
Weighted average common shares outstanding 11,806 11,773
.......... ..........
.......... ..........
Diluted net earnings per common share $0.24 $0.16
.......... ..........
.......... ..........
Weighted average common and
common equivalent shares outstanding 12,103 11,995
.......... ..........
.......... ..........
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited and in thousands)
Three Months Ended
March 31,
2003 2002
.......... ..........
Operating activities:
Net income $ 2,849 $ 1,867
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 690 724
Provision for bad debts 34 171
Deferred income taxes 0 (1)
Changes in operating assets and liabilities,
net of effects from acquisitions:
Accounts receivable (3,488) (237)
Inventories (956) (458)
Other current assets (124) (336)
Other assets (159) (2)
Accounts payable 594 (685)
Accrued expenses and other
current liabilities 1,960 (368)
.......... ..........
Net cash provided by
operating activities 1,400 675
.......... ..........
Investing activities:
Purchases of property, plant and equipment (394) (1,494)
Cash paid for acquisitions (4) 0
.......... ..........
Net cash used in investing activities (398) (1,494)
.......... ..........
Financing activities:
Proceeds from exercise of common
stock options 14 72
.......... ..........
Net cash provided by financing
activities 14 72
.......... ..........
Effect of exchange rate changes
on cash and equivalents 45 (13)
.......... ..........
Net increase (decrease) in cash
and equivalents 1,061 (760)
Cash and equivalents, beginning of period 11,822 16,212
.......... ..........
Cash and equivalents, end of period $ 12,883 $ 15,452
.......... ..........
.......... ..........
Supplemental cash flow information:
....................................
Cash paid for:
Interest $ 0 $ 2
Income taxes $ 13 $ 44
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A. CONSOLIDATED FINANCIAL STATEMENTS
.................................
The consolidated balance sheet as of March 31, 2003, and the
consolidated statements of income and cash flows for the three months
ended March 31, 2003 and March 31, 2002 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 financial position, results of operations
and cash flows of the Company at March 31, 2003 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, 2002. 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 March 31,
2003 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 (In thousands):
March 31, 2003 Dec. 31, 2002
.............. .............
Raw Materials $ 12,455 $ 11,678
Work-in-Process 7,413 7,670
Finished Goods 4,623 4,278
Consigned Inventory 1,134 856
........... ...........
$ 25,625 $ 24,482
........... ...........
........... ...........
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 March 31, 2003, the Company had no borrowings outstanding
under the credit facility.
D. COMPREHENSIVE INCOME
....................
Comprehensive income is comprised of net income and foreign currency
translation adjustments, amounting in the aggregate to $3.2 million and
$1.8 million for the three months ended March 31, 2003 and 2002,
respectively.
E. ACQUISITIONS
............
On October 1, 2002, the Company, through a newly formed wholly-owned
subsidiary, Continuum Electro-Optics, Inc., 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 $11.2 million in cash, including approximately $500
thousand in transaction costs, and the assumption of trade payables,
accrued expenses and other specified liabilities. The acquisition was
accounted for as a purchase and, accordingly, acquired assets and
liabilities are recorded at their fair values, and the operating results
of Continuum have been included in the Company's consolidated results of
operations since the date of acquisition. The final purchase price
allocation of the Continuum business resulted in the following condensed
balance of assets acquired and liabilities assumed (In thousands):
Continuum Final
Purchase Price
Allocation
..............
Receivables $ 3,406
Inventories 4,637
Property, plant and equipment 236
Other assets 474
Goodwill 7,267
..............
Total assets acquired 16,020
Accounts payable 2,215
Other current liabilities 2,609
..............
Total liabilities assumed 4,824
..............
Net assets acquired $ 11,196
..............
..............
Pro-forma results of operations assume the acquisition of Continuum
had been made at the beginning of 2002 and reflect the historical results
of operations of the purchased business adjusted for the effects of
reduced interest income, amortization expense and income tax expense.
Quarter ended March 31, 2002
(In thousands, except per share data)
.....................................
Pro forma net sales and services $ 25,529
Pro forma net income $ 1,567
Pro forma basic net earnings per
common share $0.13
Pro forma diluted net earnings
per common share $0.13
The pro-forma results of operations are not necessarily indicative of
the actual results of operations that would have occurred had the purchase
been made at the beginning of 2002, or the results that may occur in the
future.
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 $272 thousand in cash (including
acquisition related expenses). 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, which are insignificant compared to those
of the Company, have been included in the Company's consolidated results
of operations since the date of the acquisition.
F. ACCRUED WARRANTY COSTS
......................
The Company analyzes its accrued warranty costs for reasonableness
quarterly. Based upon a three-year history of warranty expense incurred,
the Company believes that the carrying amount of its accrued warranty
costs at March 31, 2003 is reasonable.
Changes in the liability for product warranties in the three-month
period ended March 31, 2003 were as follows (In thousands):
Balance at December 31, 2002 $ 980
Warranties issued during 2003 182
Settlements made during 2003 (169)
......
Balance at March 31, 2003 $ 993
......
......
G. ACCOUNTING FOR STOCK-BASED COMPENSATION
.......................................
At March 31, 2003, the Company has two stock-based employee
compensation plans. The Company accounts for those plans under the
recognition and measurement principles of APB Opinion No. 25, "Accounting
for Stock Issued to Employees", and related Interpretations. No stock-
based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the
market values of the underlying common stock on the date of grant. The
following table illustrates the effect on net income and earnings per
share if the Company had applied the fair value recognition provisions of
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting
for Stock-Based Compensation" to stock-based employee compensation (In
thousands, except per share data).
Quarter ended
March 31,
2003 2002
...... ......
Net income, as reported $ 2,849 $ 1,867
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related
tax effects (460) (709)
...... ......
Proforma net income $2,389 $1,158
...... ......
...... ......
Earnings per share:
Basic - as reported $0.24 $0.16
...... ......
Basic - proforma $0.20 $0.10
...... ......
Diluted - as reported $0.24 $0.16
...... ......
Diluted - proforma $0.20 $0.10
...... ......
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 March 31, 2003
increased $11.7 million or 59.1% to $31.4 million from $19.8 million for
the comparable period in the prior year. The increase is primarily
attributable to the addition of Continuum in October 2002 and Excel
Technology Japan. In addition, sales increased at Cambridge Technology,
Synrad and Quantronix.
Gross margins decreased to 45.5% for the period ended March 31, 2003
from 47.5% in the same period ended March 31, 2002. The decrease is
primarily due to Continuum which experiences lower gross margins and the
product mix. Product margins vary from direct sales to distributor
sales and also vary among the more than 250 product configurations.
Selling and marketing expenses increased to $4.2 million in the
quarter ended March 31, 2003 from $2.8 million in the quarter ended March
31, 2002. The increase of $1.4 million or 51.6% is primarily
attributable to the addition of Continuum and Excel Technology Japan and
increased variable costs such as commissions associated with the
increased sales volume. Selling and marketing expenses as a percentage
of sales decreased to 13.3% for the quarter ended March 31, 2003 from
14.0% for the comparable period in the prior year. The decrease as a
percentage of sales is essentially attributable to fixed costs being
absorbed by higher sales volume.
General and administrative expenses increased $1.1 million or 66.5%
from $1.6 million in the quarter ended March 31, 2002 to $2.6 million in
the current period. The increase is primarily attributable to the
addition of Continuum. In addition, higher bonus expenses were
recognized as a result of our higher operating income.
Research and development costs were $3.3 million for the quarter
ended March 31, 2003, an increase of $1 million from the $2.3 million for
the comparable period in the prior year. The increase is primarily
attributable to increases in research activities from all our
manufacturing subsidiaries and the addition of Continuum.
Interest expense was zero versus $2 thousand for the quarters ended
March 31, 2003 and 2002, respectively. The Company had no debt during
the 2003 quarter.
The decrease in interest income of $35 thousand to $24 thousand in
the quarter ended March 31, 2003 from $59 thousand in the same period of
2002 is primarily due to reduced effective interest rates during the
periods in comparison. In addition, average investable cash balances
were lower during the quarter ended March 31, 2003.
Other income/expense resulted in income of $177 thousand for the
quarter ended March 31, 2003 as compared to expense of $32 thousand for
the quarter ended March 31, 2002. This is primarily attributable to the
recording of foreign currency transaction gains at Excel Europe for the
settlement of payables for the purchase of inventories from the Company's
U.S. subsidiaries as a result of the decline in the value of the U.S.
dollar against the Euro.
The provision for income taxes increased $615 thousand or 66.8% from
$920 thousand in the quarter ended March 31, 2002 to $1.5 million for the
current quarter ended March 31, 2003. The increase is primarily
attributable to higher pre-tax earnings combined with the use of an
effective rate which increased from 33% to 35% in the quarter ended March
31, 2003 due to higher projected pre-tax earnings expected for 2003, as
compared to the same period in the prior year.
Liquidity and Capital Resources
................................
Working capital at March 31, 2003 was $48.2 million compared to
$44.8 million at December 31, 2002. Cash and equivalents were $12.9
million at March 31, 2003 and $11.8 million at December 31, 2002.
Net cash provided by operating activities was $1.4 million for the
quarter ended March 31, 2003 and $675 thousand for the quarter ended
March 31, 2002, which were primarily attributable to higher net income
before depreciation and amortization and provisions for bad debts, offset
partially by net changes in working capital items.
Net cash used in investing activities of $398 thousand for the
quarter ended March 31, 2003 was primarily attributable to the purchase
of equipment. Net cash used in investing activities of $1.5 million for
the quarter ended March 31, 2002 was due primarily to the purchase of
equipment combined with funding for the completion of buildings
constructed for Synrad, Baublys-Control Laser and the completion of the
expansion of Quantronix's facilities.
Net cash provided by financing activities was $14 thousand for the
quarter ended March 31, 2003. Net cash provided by financing activities
was $72 thousand for the quarter ended March 31, 2002, resulting
primarily from the proceeds received upon the exercise of employee stock
options.
The Company intends to continue to invest in support of its growth
strategy. These investments aid in retaining and acquiring new
customers, expanding the Company's current product offerings and further
developing its operating infrastructure. The Company believes that
current cash and equivalents will be sufficient to meet these anticipated
cash needs for at least the next twelve months. However, any projections
of future cash needs and cash flows are subject to substantial
uncertainty. If current cash and equivalents and those that may be
generated from operations are insufficient to satisfy the Company's
liquidity requirements, the Company may seek to sell additional equity or
debt securities or increase its lines of credit. The sale of additional
equity or convertible debt securities could result in additional dilution
to the Company's stockholders. In addition, the Company will, from time
to time, consider the acquisition of, or investment in, complementary
businesses, products, services and technologies, which might impact the
Company's liquidity requirements or cause the Company to issue additional
equity or debt securities. There can be no assurance that financing will
be available in amounts or terms acceptable to the Company, if at all.
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 March 31, 2003, the Company had no borrowings outstanding
under the credit facility.
Inflation
..........
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
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, 2002. 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 foreign currency 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 Currency 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 and services 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 Euro and Yen would have
the largest impact on translating the Company's international operating
profit. The Company estimates that a 10% change in foreign currency
exchange rates would not materially impact reported profits.
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.
The Company does not expect that its disclosure controls and
procedures will prevent all error and all fraud. A control procedure, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control procedure are met.
Because of the inherent limitations in all control procedures, no
evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people,
or by management override of the control. The design of any control
procedure also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential
future conditions; over time, controls may become inadequate because of
changes in conditions, or the degree of compliance with the policies or
procedures may deteriorate. Because of the inherent limitations in a
cost-effective control procedure, misstatements due to error or fraud may
occur and not be detected.
Subsequent to the date of the Company's 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
.................
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, 2002.
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 Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350
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: May 13, 2003
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,
Chief Operating Officer
and 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. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and I 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 me 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 my conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on my 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. 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 my
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: May 13, 2003
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
(In thousands, except per share data)
(Unaudited)
BASIC DILUTED
Three Months Ended Three Months Ended
March 31, March 31,
.................. ..................
2003 2002 2003 2002
.... .... .... ....
Net earnings $ 2,849 $ 1,867 $ 2,849 $ 1,867
........ ........ ........ ........
........ ........ ........ ........
Weighted average common shares
outstanding 11,806 11,773 11,806 11,773
Weighted average common share
equivalents outstanding:
Stock options 0 0 297 222
........ ........ ........ ........
Weighted average common shares
and common share equivalents
outstanding 11,806 11,773 12,103 11,995
........ ........ ........ ........
........ ........ ........ ........
Net earnings per share $ 0.24 $ 0.16 $ 0.24 $ 0.16
........ ........ ........ ........
........ ........ ........ ........
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 10-Q of the Company for the quarterly
period ended March 31, 2003 (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 condition and results of operations of
the Company.
Dated: May 13, 2003
/s/ Antoine Dominic
...........................
Antoine Dominic, President,
Chief Executive Officer, and
Chief Operating Officer
(Principal Accounting Officer)