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1994 ANNUAL REPORT
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| Results of Operation |
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Years Ended December
31,
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1994
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1993
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1992*
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1991
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1990
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| Net sales and sevices |
$33,550,842
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$29,027,825
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$5,163,514
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$250,073
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$402,656
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| Net earnings (loss) |
$1,890,279
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$2,878,419
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($8,566,668)
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($1,209,286)
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($112,177)
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Net earnings (loss per share
Primary
Fully diluted
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$0.41
$0.37
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$2.03
$2.03
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$0.47
$0.47
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$0.07
$0.07
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Weighted average common and
common eqivalent
shares outstanding
Primary
Fully diluted
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6,423,987
7,814,039
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4,211,371
4,211,371
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2,591,902
2,591,902
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1,600,000
1,600,000
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Common Stock cash dividends
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-
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-
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-
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-
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-
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| Preferred stock cash dividends |
$187,981
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$268,258
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-
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-
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-
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| Balance Sheet |
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Years Ended December
31,
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1994
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1993
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1992
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1991
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1990
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| Total assets |
$33,082,983
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$23,909,923
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$16,464,721
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$2,689,483
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$308,042
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Total liabilities
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$9,727,602
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$8,959,774
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$10,637,416
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$4,16,169
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$434,651
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| Working capital (deficiency) |
$20,963,663
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$12,196,774
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$3,074,953
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$2,051,855
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$296,606
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| Stockholders' equity (deficit) |
$23,355,381
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$14,950,139
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$5,827,305
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$2,273,314
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$126,609
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| Long-term debt |
$3,348,141
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$2,958,880
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$3,083,880
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$83,880
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$8,487
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| *Includes operations for
Quantronics from the date of acquisition (October 1,
1992) throught December 31, 1992 |
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| President's
Letter to Shareholders, Customers and Employees |
I would like to share with you our corporate
accomplishments, strategies and goals. For the vision to become
reality, this should be your vision too. I will be candid
in reporting to you our business activities to the extent
legally permitted. Our guideline is to tell you the business
facts that we would want to know if our positions were reversed.
HISTORICAL PERSPECTIVE
Before I report Excel’s performance
for the fiscal year 1994, I would like to draw your attention
to the Company history. As
you may recall, Excel completed the acquisition of Quantronix
during the fourth quarter of 1992. At that time, Quantronix
had an annualized revenue base of approximately $20 million,
significantly lower than their 1991 revenues of $29.1 million
and their record revenues of $31 million in 1990. After Excel’s
management took control of the Company, it was not only able
to reverse the trend of declining revenues but also implemented
a complete turn-around from an operational loss to an operational
profit. Excel reported revenues of $29 million for the fiscal
year 1993 and established a new high in revenues for the year
1994.
We are proud of our accomplishments to date.
If there is one underlying core value that has always said
"Excel", it is our determination and goal to build
a company of significant size. Excel was merely a start-up
operation in 1991 with less than $1 million in revenue. Then
we seized the opportunity to acquire a $20 million unprofitable
operation and turned the operation to profitability in record
time. Thus, we virtually created a foundation for the Company
and its shareholders.
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BUSINESS STRATEGY
Since 1992, Excel has been guided by two basic
business strategies; (a) diversification and (b) industry
consolidation.
Diversification
The
business approach that distinguishes Excel from other niche
laser companies is that we manufacture and market core solid
state laser products for a variety of uses in the commercial
(industrial, semiconductor, scientific), medical (dental), and
consumer markets. The past poor financial performance of most
laser companies has clearly indicated that a single market niche
is not sufficient for a company to make consistent and sustained
financial progress in terms of profitable growth. Excel believes
that its strategy of “integrated diversity” will provide financial
stability through cost sharing, economy of scale, and improved
gross-margins, In addition, we believe that the commercial sector
of our business should provide a solid foundation, the medical
sector will provide near term growth opportunity, and the consumer
sector, long term growth opportunity.
Consolidation
There are major challenges and opportunities
facing our industry. The billion dollar laser industry is
very fragmented. We have identified in the U.S. approximately
47 players with an average annual revenue of $5 - 6 million.
Although many have niche positions, most are unprofitable
and few are individually large enough to possess the financial
resources required to have staying power. Excel would like
to play a central role in consolidating and restructuring
the laser industry. By acquiring laser companies with complementary
capabilities -customers, markets or technology - Excel can
grow to a size that would allow greater synergism in procurement,
manufacturing, marketing and service support. The new company
emerging from such restructuring could have greater value
than the sum of the individual operations.
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| RESULTS OF 1994 |
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Revenues for the year increased to $33.6 million
from $29 million in the prior year, an increase of 16%. Pre-tax
earnings for the year were approximately $2.7 million compared
to $2.9 million for the prior year. The net earnings after-tax
for 1994 were $ 1.9 million and $.22 per share as compared
to $2.9 million and $37 per share for 1993. The company believes
1994 earnings were satisfactory, but unexciting.
The decrease in net earnings in 1994 compared
to 1993 was attributable to: 1) an increase in the effective
income tax rate from 0% to 30%, 2) a 12% increase in the number
of shares, and 3) a two percentage point decrease in the pre-tax
profit margins. Excel did not pay any significant taxes in
the prior year due primarily to the utilization of net operating
loss (NOL) carryforwards. The large number of shares is due
primarily to the exercise of the Company’s Class A Warrants
in May 1994. The decrease in pre-tax margins relates to a
larger than expected initial manufacturing cost associated
with the launch of dental lasers in Germany and laser welders
in the U. S., higher semiconductor R & D costs in building
third generation photomask repair systems (DRS III) and a
higher cost of goods for our DRS II sales in 1994 versus 1993.
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PRODUCTIVITY
Today,
operational efficiency is of paramount importance. Whether
you are talking about autos, airlines, computers or lasers,
efficiency is the byword in the 1990’s. We simply can not
lose our focus or our determination to continue to force our
costs down and improve our margins. There is simply no respite
from this task, not this year, not in the future. To quantify
the results of this effort, one useful measure is to look
at
overall corporate productivity, measured by
sales per employee. Excel’s productivity per employee was
approximately $171,000 in 1994 compared to $151,000 in 1993,
an increase of 13%. To the best of our knowledge, today, no
major competitor of ours is as productive as we are in terms
of sales generated per employee.
This increase in productivity did not come
about by luck or accident. It was a result of a host of efforts,
strategies and just plain hard work by a lot of talented,
dedicated and highly motivated Excel people.
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BUSINESS UNIT’S PERFORMANCE
We made significant progress during 1994 in
reorganizing the Company into Strategic Business Units (SBU)
based on the markets and customers we serve. Each SBU objective
is to be profitable in its own right and to contribute to
the profitable growth of the Company. Each SBU focuses on
its own customers, competitors and product development.
Each
business unit, with the exception of dental, was profitable
and contributed to the earnings of the Company. Our industrial
business unit for marking application was the largest contributor
to the Company’s operating earnings in 1994. The semiconductor
business unit was the second followed by the spare parts business
unit, optical business unit, and scientific/OEM business unit.
The dental business
unit incurred significant losses due to the
introduction of the dental laser in Germany and the laser
welder in the U. S. We are hopeful that their operating results
will improve in 1995.
In terms of contribution to the profitable
growth of the Company, each location had its own distinct
dynamics in 1994. The New York operation, where we manufacture
and market semiconductor, scientific and dental products,
significantly contributed to the growth of revenue. The Florida
operation, where we manufacture and market industrial laser
marking products was the greatest contributor to earnings.
The California operation where we manufacture and market optical
products generated the most cash.
In terms of margins, each location pretty
much held both their gross margins and profit margins with
the exception of New York where margins began to slip. Gross
margins, at whatever level, reflect a balancing act between
two sometimes conflicting goals; competitiveness and growth.
However, one has more control over operating expenses below-the-line,
at least in the intermediate and long term. At the time of
this writing, we are in the process of implementing a major
cost reduction program in our New York location. We are hoping
the impact of this new cost structure should be reflected
in the second half of 1995.
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GLOBAL ECONOMY 
In 1994, international sales accounted for
28% of our total revenues. Most gratifying was
our performance in Germany. Although much of Europe has been
in a deep recession for sometime, the Excel experience in
1994 was different. The primary reason for this growth was
approval of our dental laser and increased sales of the product
in Germany in 1994.
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BALANCE SHEET
We
are fortunate to possess a healthy balance sheet. Our per-share
book value increased more than 26% during 1994. Over the last
three years since Excel became a public company, the book
value has grown from $0.88 to $2.95 or at a rate of over 50%
compounded annually.
In May 1994, the Company called its Class
A Warrants. Approximately, 1.24 million warrants were converted
to Common Stock at $6.00 per share. The Company has received
in excess of $7 million of cash. This has significantly increased
our cash position which should allow us to take full advantage
of opportunities for growth via strategic acquisition and
alliance.
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| The balance sheet is an important financial
measure that indicates assets (resources a Company owns), liabilities
(obligation to others) and equity (the owners investment). The
importance of financial ratios are not so much ratios themselves,
but rather their relevance to the financial strength of the
Company and industry opportunities. Excel is highly leveraged
in both its current and long-term positions. The Company’s current
ratio which compares current assets to current liabilities,
is greater than four to one; the higher the ratio, the more
capacity there is to pay current liabilities. The Company’s
long term debt ratio which compares long term debt to equity,
is less than 15%; the lower the percentage, the greater the
Company’s financial health and operating freedom. |
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| CAMBRIDGE ACQUISITION
I am happy to report a successful and important
acquisition at the time of this writing! We target companies
for acquisition based on certain economic characteristics
of a business along with certain management philosophy. It
is often difficult to find this combination, but we were able
to achieve this with Cambridge Technology. We acquired Cambridge
Technology in February of 1995. Bruce Rohr, Cambridge’s Founder
and President, has done an excellent job in building this
profitable company.
Cambridge is primarily engaged in the manufacturing
of laser scanners - an essential component used to move a
laser beam with speed and great precision. They have been
one of our suppliers for our industrial marking products.
These products have both commercial and consumer applications.
This acquisition should not only allow us
to enhance our present market position in the industrial laser
marking business but as well allow us to expand into new consumer
markets such as laser assisted manufacturing, digitized x-ray
imaging and entertainment laser light shows and displays.
We expect Cambridge to have more than $6 million in sales
in 1995 and we would not be surprised if pre-tax operational
earnings of this business topped $1 million. Bruce Rohr will
remain as President of Cambridge and he will operate the business
exactly as he did before the merger.
WHERE DO WE GO FROM HERE?
What we have going for us now is a growing
collection of laser businesses that possess economic characteristics
ranging from good to terrific. Our belief is that laser products
are today where personal computers were ten years ago - poised
for explosive, sustained growth impacting every aspect of
our daily lives.
In the long term outlook, Excel’s outstanding
strengths will continue to be its management team, healthy
balance sheet and its strategies of integrated diversity and
industry consolidation. Our near term target is to increase
our revenues and earnings over time by 25%. It means doubling
every three years. This is a tough goal, but one that we strive
to achieve, In the past, we have criticized the management
practices of shooting the arrows of performance and then painting
the target ( wherever the point of the arrow happened to hit).
We will instead risk embarrassment by painting first and shooting
later. In 1992, we had annualized revenues of $20 million
and we are hoping that it will exceed $40 million in 1995,
but there are no guarantees.
We believe, during the course of 1994, our
overall operational pre-tax profit margins seem to have stabilized
in the 8-10% range excluding one time charges or expenses.
Now our hope is to try to keep or improve the profit margins.
Our corporate objective for each of the manufacturing subsidiaries
is to attain a minimum profit level of 15% pre-tax before
corporate allocations. Our corporate allocation in the past
has ranged from 4-5% of revenues and our objective for 1995
is to bring this down to 2-3%.
To accomplish these goals, we will not only
need to maintain our present market position, but increase
our market share, improve our operational efficiency and grow
via external acquisition. In the mean time, we will resist
doing something marginally because we are "long"
on cash.
ANNUAL SHAREHOLDERS MEETING
The 1995 Excel annual shareholders meeting
will be held on Friday, June 16, 1995. The meeting will be
at the Sheraton Smithtown Hotel (516-231-1100) near our Long
Island NY facility, After the meeting, there will be a guided
tour of Excel for the attendees and their guests.
I hope you can join us in the shareholder
meeting. With your help, we created Excel’s past...join us
in our journey as we build its future.
Very truly yours,

Rama Rao,
CEO & Chairman of the Board
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31,1994
Commission File Number 0-19306
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EXCEL TECHNOLOGY, INC.
(Exact name of Registrant as specified in its Charter)
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Delaware
(State or other jurisdiction of
Incorporation or Organization)
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11-2780242
(I.R.S. Employer Identification No.)
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45 Adams Ave.
Hauppauge, NY 11788
(Address of Principal Executive Offices)
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(516) 273-6900
(Registrant’s Telephone Number)
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Securities registered
pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of
the Act:
Common Stock, par value $.001 per
share
Series 1 Redeemable
Convertible Preferred Stock, par value $.001 per share
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Class B Common Stock
Purchase Warrants
(Titles of Classes)
Indicate by check mark whether the
registrant (1) has filed all reports 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 if disclosure
of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference
in Part Ill of this From 10-K or any amendment to
this Form 10-K. [X]
The aggregate market value of the
voting stock held by non-affiliates of the Registrant
was $28,586,526 based on the average bid and ask price
as reported by NASDAQ on March 27,1995.
The number of shares of the Registrant’s
common stock outstanding as of March 27,1995 was:
8,192,633.
The number of shares of the Registrant’s
Series 1 convertible preferred stock outstanding as
of March 27,1995 was: 467,352.
The number of the Registrant’s Class
B warrants outstanding as of March 27,1995 was: 1,132,498.
DOCUMENTS INCORPORATED
BY REFERENCE:
None.
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