Financial Data
Summary Combined Consolidated Financial Data
You should read the following Summary Combined Consolidated Financial
Data in conjunction with the section entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and our combined
consolidated financial statements and the related notes included elsewhere in
this prospectus.
The following table sets forth our summary financial and operating data
for the periods indicated on the basis described in "Management's Discussion
and Analysis of Financial Condition and Results of Operations" contained
elsewhere herein. Our combined consolidated financial statements include the
accounts of NTO IRE-POLUS, IPG Laser GmbH and IPG Fibertech S.r.l. The summary
combined consolidated financial data for each of the three years in the period
ended December 31, 1999 are derived from our combined consolidated financial
statements included elsewhere in this prospectus, which have been audited by
independent auditors. The summary combined consolidated financial data as of
September 30, 2000 and for the nine months ended September 30, 1999 and 2000
are derived from our unaudited combined consolidated financial statements
included elsewhere in this prospectus. The data for pro forma net income per
share treats our outstanding preferred stock as though it were common stock
from the date of original issuance. Our results of operations for the nine
month period ended September 30, 2000 are not necessarily indicative of our
results for the full fiscal year ended December 31, 2000. For purposes of
presentation of our summary combined consolidated financial statements for the
years ended December 31, 1997 and 1998, NTO IRE-POLUS, IPG Laser and IPG
Laser's 80% owned subsidiary, IPG Fibertech, are referred to as the
Predecessor.
For the nine
For the year ended months ended
December 31, September 30,
----------------------- ----------------
1997 1998 1999 1999 2000
------ ------ ------- ------- -------
(in thousands, except per share data)
Predecessor
--------------
Statement of Operations Data:
Net sales.......................... $3,124 $8,289 $18,637 $14,831 $32,512
Cost of sales (1).................. 2,065 5,327 9,307 6,795 11,055
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Gross profit (1)................... 1,059 2,962 9,330 8,036 21,457
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Operating expenses:
Sales and marketing (2)........... 219 374 677 619 1,049
Research and development (3)...... 312 840 1,695 1,190 1,610
General, administrative and other
(4).............................. 322 1,040 2,766 2,046 4,066
Equity-based compensation......... -- -- -- -- 8,719
------ ------ ------- ------- -------
Total operating expenses......... 853 2,254 5,138 3,855 15,444
------ ------ ------- ------- -------
Operating income................... 206 708 4,192 4,181 6,013
Interest income (expense), net..... (118) (208) (303) (231) (77)
Other income (expense), net........ (14) 38 126 (42) 401
------ ------ ------- ------- -------
Income before provision for income
taxes
and minority interests............ 74 538 4,015 3,908 6,337
Provision for income taxes......... 31 234 2,206 2,232 4,639
Minority interests in (income) loss
of less than 100% owned
companies......................... (19) (77) 69 113 (242)
------ ------ ------- ------- -------
Net income......................... 24 227 1,878 1,789 1,456
Accretion of preferred stock....... -- -- -- -- (169)
------ ------ ------- ------- -------
Net income available to common
shareholders...................... $ 24 $ 227 $ 1,878 $ 1,789 1,287
====== ====== ======= ======= =======
Net income per share: (5)
Basic ............................ -- -- $ 0.05 $ 0.05 $ 0.04
======= ======= =======
Diluted .......................... -- -- $ 0.05 $ 0.05 $ 0.04
======= ======= =======
Pro forma net income per share: (5)
Basic............................. -- -- -- -- $0.04
=======
Diluted........................... -- -- -- -- $0.04
=======
(1) Excludes $677 of equity-based compensation for the nine months ended
September 30, 2000.
(2) Excludes $166 of equity-based compensation for the nine months ended
September 30, 2000.
(3) Excludes $184 of equity-based compensation for the nine months ended
September 30, 2000.
(4) Excludes $7,692 of equity-based compensation for the nine months ended
September 30, 2000.
(5) The calculation of net income per share and pro forma basic and diluted
net income per share is described in Note 3 to the combined consolidated
financial statements.
September 30, 2000
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Pro Forma
Actual Pro Forma (6) As Adjusted (7)
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(in thousands)
Balance Sheet Data:
Cash and cash equivalents............... $65,814 $ 85,814
Working capital......................... 71,779 91,779
Total assets............................ 103,446 123,446
Long-term debt, including current
portion................................ 7,299 7,299
Series B preferred stock................ 62,389 --
Series A preferred stock................ 4,954 --
Stockholders' equity.................... 20,171 102,514
(6) The pro forma amounts give effect to (i) the issuance of an additional
800,000 shares of Series B preferred stock at $25.00 per share subsequent
to September 30, 2000, (ii) the issuance of 1,403,000 shares of our common
stock in connection with the acquisition of the remaining ownership of IPG
Laser in October 2000, (iii) the issuance subsequent to September 30, 2000
of 500,000 common shares for a note receivable for $500,000 and options to
purchase 1,000,000 common shares at a price of $3.00, reflecting a
compensation charge of $12.0 million and deferred compensation charge of
$22.0 million, (iv) the issuance of options to purchase 352,000 common
shares at a weighted-average exercise price of $7.39 per share to employees
and members of the Board of Directors, reflecting a deferred compensation
charge of $6.2 million, (v) conversion of all outstanding shares of Series
A preferred stock into 500,000 shares of common stock and (vi) conversion
of all outstanding shares of Series B preferred stock into 3,800,000 shares
of common stock.
(7) The pro forma as adjusted amounts reflect pro forma amounts, as adjusted to
reflect (i) the payment of a portion of outstanding indebtedness from the
proceeds of this offering, and (ii) to reflect the sale of shares of
our common stock in this offering, at an assumed initial public offering
price of $ per share and after deducting the estimated underwriting
discount and estimated offering expenses, and our receipt of the net
proceeds. For more information, see "Use of Proceeds" and "Capitalization." |
