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ITEM 1. BUSINESS
General
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Excel Technology, Inc. (the "Company") was organized under the laws
of Delaware in 1985. The Company designs, manufactures and markets
photonics-based solutions, consisting of laser systems and electro-
optical components, primarily for industrial and scientific
applications. The word laser is an acronym for "Light Amplification by
Stimulated Emission of Radiation." The essence of the laser is the
ability of a photon (light energy) to stimulate the emission of other
photons, each having the same wavelength (color) and direction of
travel. The laser beam is so concentrated and powerful that it can
produce power densities millions of times more intense than that found
on the surface of the sun and is capable of cutting, welding and marking
industrial products, yet it can be precisely controlled and directed and
is capable of performing delicate surgery on humans.
The Company's strategy is to grow internally and through
acquisitions of complementary businesses. Historically, the Company has
been successful in integrating acquired companies. The following is a
history of its acquisitions and new company formations since October
1992:
In October 1992, the Company acquired Quantronix Corporation
("Quantronix"). The acquisition of Quantronix and its then wholly-owned
subsidiaries, Control Laser Corporation ("Control Laser"), located in
Orlando, Florida, Excel Technology Europe GmbH ("Excel Europe"), located
in Germany, and The Optical Corporation ("TOC"), located in Oxnard,
California, provided the Company with its industrial, scientific and
semiconductor product lines and provided the Company with a significant
revenue base as well as established manufacturing, engineering,
marketing and customer service capabilities.
In February 1995, the Company acquired Cambridge Technology, Inc.
("Cambridge"), located in Cambridge, Massachusetts. Cambridge is
engaged primarily in the manufacture of laser scanners, essential
components to moving a laser beam with precision at a specified speed.
Laser scanners have both industrial and consumer applications, such as
laser marking and etching, high-density laser printing and writing,
digitized x-ray imaging and entertainment laser light shows and
displays. The acquisition allowed the Company to expand into new
markets and enhanced its market position in the industrial business.
In October 1995, the Company acquired the Photo Research Division
("Photo Research") of Kollmorgen Instruments Corporation. Photo
Research is engaged primarily in the business of developing,
manufacturing and marketing photometric and spectroradiometer
instruments and systems.
In August 1998, the Company acquired substantially all of the
assets and properties of Synrad, Inc. ("Synrad"), a company engaged in
the business of developing, manufacturing and marketing sealed CO2
lasers and related accessories.
In April 1999, the Company formed Excel Technology Asia Sdn. Bhd.
("Excel Asia"). Excel Asia primarily engages in the business of
marketing, selling, distributing, integrating and servicing certain of
the Company's products throughout Southeast Asia.
In July 2000, the Company acquired substantially all of the assets
and assumed certain liabilities of Baublys GmbH ("Baublys"), a company
located in Ludwigsburg, Germany and engaged in the manufacture and sale
of customized laser systems and engraving machines.
In January 2001, the Company formed Control Systemation, Inc.
("CSI") which focuses on turnkey laser based micro-machining systems and
parts handling workstations for factory automation. In January 2007,
the Company merged CSI with Control Laser.
In January 2002, the Company consolidated the product lines and
development efforts of Baublys and Control Laser to eliminate
duplicative products and efforts, to increase efficiencies, and to
create a unified market presence for the Company's laser marking and
engraving operations. While the subsidiaries remain legally separate
entities, with separate assembly, operations and selling and marketing
efforts, they are operating under one name, "Baublys-Control Laser," as
though they were one entity with operations in Florida and Germany.
On August 31, 2002, the Company, through a newly-formed, wholly-
owned subsidiary, Excel Technology Japan Holding Co., Ltd. ("Excel
Japan"), acquired all of the issued and outstanding shares of OptoFocus
Corporation ("OptoFocus"), a distribution organization representing the
Quantronix product line in Japan.
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 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.
On April 23, 2003, the Company created Excel Laser Technology
Private Limited ("Excel SouthAsia JV") based in Mumbai, India as a joint
venture for the distribution, in Southern Asia, of certain products
manufactured by the Company's subsidiaries. Excel SouthAsia JV is
focusing on the marketing, sales, installation, applications development
and customer service of those products. The Company has a 50% equity
ownership interest in the joint venture.
In December 2003, the Company acquired D Green (Electronics)
Limited ("DGE"). DGE is engaged primarily in the business of
developing, manufacturing and marketing power supplies for laser
systems.
Current Products and Applications
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Marking and Engraving Systems
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The Company designs, manufactures and markets industrial, computer-
controlled turnkey integrated laser marking/engraving and mechanical
marking/engraving and 3D engraving systems with automation at Control
Laser in Orlando, Florida and Baublys in Ludwigsberg, Germany.
The Company is a leading source of industrial beam-steered laser
marking systems and mechanical marking & engraving systems used for
coding, marking, engraving, deep engraving and 3D engraving, producing
high quality, permanent, high speed marks on any material. These
systems are used for marking part numbers, serial numbers, lot numbers,
date codes, graphics, logos, OCR codes, barcodes, 2D Matrix codes,
schematics, 2, 2-1/2 and 3D images and other identification marks for
the aerospace, automotive, coining and jewelry, consumer/commercial,
electronic/semiconductor, medical, mold and die, packaging, tools and
tooling and the trophy and award industries. The Company's integrated
automation solutions include a wide variety of fully automatic, semi-
automatic and manual parts handling systems for any part configuration
or material. The fully integrated and stand-alone marking systems offer
a comprehensive variety of user-friendly software allowing for seamless
integration into any production process.
The laser marking/engraving, deep engraving and 2-1/2 & 3D marking
systems include a full product range of CO2, fiber, lamp pumped and
diode pumped infrared, frequency doubled, tripled and quadrupled Nd:YAG
and Nd:YLF laser systems which are branded as "Concorde", "Comet",
"ProWriter F20", "ProWriter L80", "ProWriter L100", "ProWriter D50",
"ProWriter D10", "Deep Power Engraver", "BL65" and "BL150" Deep
engraving systems, and the Mint Laser Finishing system. The mechanical
engraving systems include a "Universal Marking & Engraving Machine", an
"Inclined Bed CNC Marking & Engraving Machine", a "Mold Engraving
Machine", a "Laser Digitizer" and a "Table Top Engraving Machine". The
Company's ProWriter, a series of laser marking systems, incorporates the
newest version of Laser Marking Studio. In addition, the Company offers
specialized marking software embedded in its laser marking/engraving
systems such as its new IC Marking Software.
Laser Micro-machining and Automation Systems
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The Company designs and manufactures laser micro-machining systems,
parts handling/automation, systems integration, and software engineering
solutions at the Company's subsidiary Baublys-Control Laser/CSI based in
Orlando, Florida. The Company produces a variety of micro-machining
systems ("TaskMaster" Series) for cutting, drilling, ablating and other
micro machining applications. The "TaskMaster" series of micro-
machining systems provides a versatile but affordable solution to almost
any process requirement. They are modular in design allowing lasers of
any wavelength such as green, UV, DUV, infrared, and CO2 in a variety of
power levels to be integrated into the same workstation. The workstation
can be taken from a basic XY system with a manually adjustable focusing
beam delivery system and enhanced with a variety of options such as XY
with a programmable focusing beam delivery system, vision system for
part alignment and semi-automatic focusing adjustment, gas assist with
programmable pressure regulator and part fixturing. The Company offers
a Vision Assisted graphical programming environment for CNC based laser
micro-machining centers. This software platform requires no
programming, simply place a part into the machine and the real time
vision system allows the user to draw right onto the part. CADD files
can be imported and "dragged and dropped" onto the part, scaled,
rotated, or moved and lased.
The Company's FA/Lit (trademark) product targets the integrated
circuit ("IC") failure analysis market. This system utilizes a process
for de-capping, cross-sectioning and performing material
characterization (Alpha Spectrometry) on ICs, providing a non-
destructive method of removing the mold compound and allowing parts to
be tested and visibly inspected. This makes it possible to inspect wire
bonds, dies and other internal components, even to the point of doing a
wire pull test on die leads. Scanning Acoustic Microscope (SAM), x-ray
and other failure analysis analytical instrument images of the internal
IC can be imported and used by the Company's FA-Pro software to locate
and target defects for analysis. These images are then used to navigate
the system directly to the defect. Options available include 3D
summation utilizing layer by layer spectral analysis data of the mold
compound, color vision system with auto zoom (also used for defect and
feature navigation), and even a second femtosecond laser system for
detailed die analysis on the ICs. Subsequently, the Company has
introduced a new version of its FA/Lit(trademark)called the Ultra/Lit,
targeting smaller scale independent failure analysis labs and production
lines that require quick failure analysis results. The new Ultra/Lit is
a streamlined table-top limited capability failure analysis tool
featuring air cooled diode lasers from Quantronix.
The Company also designs and builds custom micro-machining systems
such as active and passive resistor trimmers, glove box welders, diamond
cutting systems and specialized sub-micron processing systems utilizing
ultrafast lasers. In 2004, the Company launched a new Photomask Repair
System (Model 860X) to address the current industry requirements. The
Company continues to make updates on this system. Other products
include the L2S2 System for Lead-frame Singulation and the BOARDmaster
automated PCB Depaneling System.
The Company continues to actively pursue opportunities in
automation, parts handling, systems integration, and software
engineering.
CO2 Lasers
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The Company manufactures a range of sealed CO2 lasers for cutting,
marking, drilling, and other machining applications for a variety of
materials at Synrad, the Company's subsidiary located in Mukilteo,
Washington. The CO2 lasers range in power from 5W to 400W. Synrad's
"Firestar" series of sealed CO2 lasers, initially introduced in 2001,
offers users the choice of higher performance and smaller size, with
output powers from 20W to 100W. In 2002, further developments of the
"firestar" technology produced the f200, the world's only fully
integrated 200W CO2 laser. In 2003, the Company launched a wide range
of new products including a unique, fully-integrated 400W laser
("firestar" f400), a single tube (linear polarization) fully-integrated
200W laser ("firestar" f201), and a compact, low cost 30W laser
("firestar" v30). In addition, the Company extended its "firestar" t-
technology to include an 80W laser, available in either air or water-
cooled versions. In 2004, the Company introduced its high performance,
air-cooled 100W laser ("firestar" t100), and in 2005 introduced a new,
5W laser. Developments for 2006 included a new t-technology laser with
an integrated RF power supply, the production roll-out of new RF
technology for the "firestar" f-series lasers for improved reliability
and performance, 9.3 and 9.6um versions of the "firestar" v, t, and f-
series lasers, and the development of an innovative superpulse
technology for both industrial and medical applications.
In August 2007 Synrad shipped its 100,000th laser, and development
continues on both high and low power CO2 technologies, as well as
innovative RF technology and packaging design, to improve both the
performance and efficiency of the Company's lasers.
The Company sells primarily to original equipment manufacturers
("OEMs") and system integrators who integrate the lasers with suitable
motion systems and optical assemblies and then sell the complete system.
Applications include desktop engraving systems found in many trophy and
award shops throughout the world, large area flatbed systems for cutting
dieboard or airbag material, and 3D prototyping using paper, sintered
metals and other materials to create 3D models and molds directly from
CAD packages. The Company's lower power lasers are the lasers of choice
for the majority of the CO2 marking and coding systems in use throughout
the world. Higher power lasers also are finding uses in manufacturing
plants for trimming flashing from injection-molded parts in the
automobile industry, cutting textiles and woven fabrics on continuous
production lines and slitting and sealing of plastic packaging.
The Company also manufactures the FH-Series of OEM marking-heads
which, when configured with its laser, provide a fast and effective
method of permanently marking parts with lot codes, serial number/date
information and bar codes. In 2006, Synrad released the FH Flyer, a
high speed marking head with an onboard processor, and both a USB and
Ethernet controller. The Flyer is a fully digital marking head capable
of stand-alone operation, and marking/coding in either stationary or
"on-the-fly" mode. The Company's WinMark software has been developed
specifically for its marking heads, is fully Windows-compatible, and
available in multiple language versions.
Scanners
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The Company is a market leader in galvanometer based optical
scanners, which are manufactured at Cambridge, the Company's subsidiary
based in Lexington, Massachusetts. This technology is critical to a
broad, diversified and growing market of laser based system
applications. The breadth of laser applications served by the Company's
scanners include: product laser marking and coding, laser machining and
welding, high density via hole PCB drilling for the cell phone industry,
scanning microscopy for Genomic DNA research and drug discovery, retinal
scanning and OCT (Optical Coherence Tomography) imaging for laser-based
biomedical diagnostics, Laser-based Vision Correction, high resolution
printing, holographic storage, semiconductor wafer inspection and
processing, 2D or 3D imaging, and laser projection and entertainment.
The Company is recognized worldwide for its technology and its
leadership in the market for laser scanning systems that require the
highest accuracy and highest speed beam steering and positioning for
industrial, medical, scientific, military and academic applications and
environments. The strong growth of scanner sales is fueled by the
Company's R&D commitment to advancing optical scanner technology and the
enabling of new OEM applications in the laser systems market. In 2007,
the Company continued to advance and extend the application range and
performance of its highest performance 62XXXH product line of Optical
Scanners with new product offerings, including its new model 6260H for
high speed laser welding. These have set new standards for scanning and
application performance and extended the product line. In addition the
Company has extended its new line of value-added digital product
offerings with the lower cost DC2000 dual axis version of its industry
leading DC900 State Space DSP Servo and broadened its offerings and
penetration of the laser marking subsystem market with its first digital
controller product, the model EC1000 Ethernet-based Digital Embedded
Controller with an open software interface and third party software
support for both its current customer base and to open new subsystem
markets for Cambridge. For higher precision uV applications, Cambridge
has also extended its analog servo product lines to support the higher
accuracy requirements of developing laser material processing
applications.
The Company's other major galvanometer product line is its'
exclusive Moving Coil Optical Scanner line with its patented capacitive
position detection, whose design was pioneered by Cambridge for
applications requiring the highest levels of scanning accuracy. In
addition, the Company today offers a more extensive line of high
performance analog and digital servo electronics products along with
other value-added products such as a wide range of optics from uV to iR
and mounts for complete scanning subassemblies and solutions.
High Power Solid-State Lasers and Ultrafast Lasers
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The Company designs, manufactures and markets solid-state lasers
for science, industry and OEM uses at Quantronix, which is located in E.
Setauket, NY. On a worldwide basis, scientific lasers (used by
chemists, biologists, physicists and engineers) represent one of the
most stable and long-established laser markets. In this market, end-
users are generally familiar with the various product specifications,
features and reliability, which are the major factors in choosing
between competing products.
The Company's current line of scientific products includes the
"Integra C", "Integra E", "Integra I" and "Odin II" Series of Ultrafast
Amplifiers and High Power Green lasers that include the "Falcon" and
"Darwin" series. The Company's Ultrafast Amplifiers incorporate a
material called Titanium-doped Sapphire ("Ti:Sapphire"), which has
created opportunities for a greater volume of research than previous
laser materials. Ultrafast Amplifiers deliver high-energy short pulses
on a femtosecond (one quadrillionth of a second) or picosecond (one
trillionth of a second) time scale. These short pulses enable the
investigation of a wide range of physical, chemical and biological
phenomena.
The Company's scientific systems utilize Nd:YLF lasers to produce
high-energy pulses at a rate of 1 kHz (1,000 pulses per second). These
pulses drive the Ti:Sapphire Amplifier that pump other optical systems
such as optical parametric amplifiers, (also marketed by Quantronix),
which deliver tunable light from ultraviolet to infrared regions of the
spectrum. In 2006 and 2007, the Company further expanded its Integra-C
line of amplifiers to include systems with higher energies and shorter
pulse durations. The Company has also used its experience designing
software controlled scanning beam delivery systems for industrial
applications to deliver ultrafast material processing systems with
integrated scanning beam delivery optics. In addition, the Company
released a higher energy, 25-mJ frequency-doubled Nd:YLF laser optimized
for Ti:Sapphire pumping. Using this new technology, the Company further
expanded its custom laser program for scientific applications by
releasing an integrated12-mJ, 35-fs pulsed laser using a cryogenically
cooled Ti:Sapphire crystal.
In 2007, the Company added to its Darwin-Duo line of kilohertz
Particle Image Velocimetry (PIV) lasers. These lasers are widely used in
both scientific and industrial applications for studying high speed
fluid flows. The Company's PIV lasers now cover economical 40-mJ
versions for small area studies and up to 200-W high power systems for
measuring large areas of turbulent flows such as in jet engines.
The Company's industrial and OEM offerings consist of a variety of
high power lamp pumped and diode pumped Nd:YVO4, Nd:YAG and Nd:YLF
lasers, available in infrared, green, and ultraviolet wavelengths.
These lasers are ideal for a wide range of marking and micromachining
applications. The Company has expanded its Osprey series of air-cooled
vanadate lasers to powers of more than 20 Watts in the infrared. The
Company has also increased the Osprey's output power in the green and
ultraviolet regions of the spectrum while maintaining the air-cooling
and ease-of-use required by system integrators and industrial laser
users. In 2007, the Company added the Harrier Nd:YAG laser to its line
of industrial- grade, air-cooled lasers. Because of its high energy per
pulse, this laser is well-suited to high speed marking of tooling and
other hardened materials.
The Company has launched a series of 90-Watt, diode-pumped Nd:YAG
lasers specifically designed for deep material penetration. Also, the
Company released a new version of its "Design Commander" marking and
engraving software to include features for deep engraving, more advanced
marking features, and expanded laser controls as well as capabilities
for ultrafast marking and micromachining. In addition to its lasers,
the Company offers a variety of laser options and accessories such as
power monitoring systems, beam delivery systems, laser energy
controllers, pulse shapers and motorized apertures. These options are
available with software drivers and can be integrated with any laser
system.
High Energy Solid State Lasers
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The Company is a leading manufacturer of high energy solid-state
laser systems, which are manufactured at Continuum, the Company's
subsidiary located in Santa Clara, California. These systems produce
pulsed laser energy outputs with very short duration (less than 10
billionths of a second) and very high (gigawatt) levels of peak power
for a variety of scientific and industrial applications.
The unique performance characteristics of these lasers allow researchers
in the fields of chemistry, biology, and physics to explore a wide range
of chemical and physical phenomena. Spectroscopic applications include
Laser Induced Breakdown Spectroscopy (LIBS) for metallurgical analysis
of alloys, laser absorption and laser induced fluorescence (LIF)
spectroscopy for chemical analysis, nonlinear spectroscopic techniques
for combustion diagnostics, time of flight mass spectroscopy for
isotopic analysis, and time-resolved spectroscopy for analysis of
chemical reaction rates. These high energy lasers can be coupled to
tunable dye lasers or devices known as Optical Parametric Oscillators
(OPO's) to provide laser outputs that can be continuously tuned in
wavelength from the deep ultraviolet to the far infrared region of the
electromagnetic spectrum. These tunable laser systems are required for
many spectroscopy applications.
Continuum's scientific product offerings include the "Minilite" and
"Surelite" product lines, a series of "single oscillator" self-contained
laser systems that do not require external water cooling and offer
turnkey performance in a compact package. For advanced higher energy
lasers, the Company manufactures and sells the "Powerlite" series of
lasers. The Precision II 8000 and Precision II 9000 and "Powerlite"
Plus operate in oscillator/amplifier configurations that provide
enhanced output energies with excellent beam quality. The Company's
wavelength tunable product lines, the "Surelite" OPO, the "Panther"
(registered trademark) EX OPO and the ND 6000 dye laser, produce laser
light with wavelengths from 200 nm to 4500 nm, providing researchers
with full wavelength coverage over the range of greatest interest for
optical spectroscopy. Key labs all over the world have been investing
in upgrading their multiple TeraWatt laser systems with additional
amplifiers to reach even higher energies. The Company designed a series
of pump lasers with improved beam quality for this application and they
have been well received.
The Company introduced "Inlite", a YAG laser system designed
specifically to address and penetrate the industrial markets. The basic
design features include an on-board microprocessor to manage laser head
housekeeping functions, harmonic generators for 532 nm, 355 nm and 266
nm that fit inside the laser head, and Pyro detectors that can be added
to control the laser in power mode or diagnose harmonics conversion
efficiency. Subsequently, the Company added the higher power Inlite III
and an integrated PIV laser. The Company also developed an interleaved,
500 Hz system with integrated control for generating X-rays for EUV
lithography. The Company continues to focus on emerging OEM
applications using this technology. The Company has delivered a high
energy YAG laser system for laser shock peening, as well as a version of
the Inlite for ultrasonic defect inspection.
Homeland security is driving a host of new industrial applications
from remote sensing and measurement to a number of important
spectroscopic techniques. Specific examples in the remote sensing area
include atmospheric analysis of airborne contaminants and pollutants,
Particle Image Velocimetry (PIV) for measuring fluid dynamic properties
in gases and liquids, and laser range finding techniques for precise
distance measurements and terrain mapping. The reliability and cost-
effectiveness of Continuum's industrial lasers are also driving new
applications in metals sorting, inspection and measurement, particle
detection, laser shock peening and defect detection.
The Company is also investing in developing intelligent systems for
control and operation of all of its Inlite technology-based products. A
series of graphical user interfaces was developed for the standard
Inlite family, Inlite PIV and custom laser systems in glass and YAG.
These have ranged from standard interfaces operating on a laptop or
desktop computer to a Bluetooth (trademark) enabled wireless remote
control. The Company will continue to move its products in this
direction to improve functionality and ease of use.
In addition to standard high energy laser products, the Company
offers custom laser solutions to fit precise customer needs. These
include mode-locked picosecond and long-pulse Nd:YAG lasers, chirped
pulse amplification systems, Nd:glass macropulse systems, and
Ti:Sapphire pump laser systems. Modular design and time proven
reliability make these lasers flexible, versatile and easy to operate or
upgrade. In 2006, the Company delivered a novel custom system that
generates a beam that is spatially and temporally flat - the first of
its kind. This laser has generated multiple orders from the high energy
community, interested in amplifying laser pulses to the petawatt class.
A derivative of this laser system that is flexible in pulse width has
also generated repeat sales. The Company also completed the migration
of its custom systems power supplies to the power supply technology of
its Inlite products, including the development of a set of graphical
user interfaces. Customers now have complete control of these
sophisticated laser systems within a convenient, full-featured, easy to
use graphical user interface.
In 2007, the Company developed a new standard product named Agilite
based on the flexible pulse width technology developed for its custom
systems. This product is the first of its kind in the world that allows
users to truly map out pulse width parameter space. It will be used as
a tool to develop applications in therapeutic medical and materials
processing markets.
Optical Products
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TOC, a subsidiary of the Company based in Oxnard, California,
specializes in the manufacturing of custom precision optical components.
TOC is an industry leader in the manufacturing of flying height test
disks used in the disk drive industry. For more than 75 years, TOC has
provided precision fabrication and coating services to meet demanding
applications.
The Company offers custom optics services which incorporate
polishing optics to extreme flatness (better than 1/20 wave) with low
surface roughness and difficult aspect ratios. The Company provides a
complete range of thin film coatings in the UV-Visible-Near IR. This
includes Edge Filters, Bandpass Filters, Hot Mirrors, Cold Mirrors,
Beamsplitters, Neutral Density Filters, Enhanced Metallics, Polarizer's,
Broadband AntiReflection Coatings, V Coats, High Reflectors, Dielectric
and Metallic Mirrors and Scanning Mirrors. The substrates and coated
components are used in various systems such as optical scanners, laser
systems, professional motion picture cameras and a myriad of other
industrial and scientific applications, as well as interferometry and
research and development.
Light and Color Measurement
...........................
The Company is a world leader and innovator in high precision,
state-of-the-art electro-optical instrumentation and systems, which are
manufactured at Photo Research, the Company's Chatsworth, California
subsidiary. Photo Research has delivered world-class light and color
measurement solutions, serving the cathode ray tube ("CRT")/flat panel
display ("FPD"), automotive, aerospace, lighting, motion picture,
research and development and related industries for over 66 years.
The Company has three main product lines. The Spectra product line
offers systems to a wide variety of industries for research, quality
control and on-line testing. This line includes the only truly portable
battery operated Spectroradiometer; the fast scanning PR-655. The multi-
aperture PR-670, the patent pending PR-680 SpectraDuo and PR-705/715
SpectraScan complement this line.
The Pritchard line originated with the industry workhorse the PR-
1980 series. The Pritchard is the most widely used photometer in the
world. The newest addition to this series is the PR-880 Automated
Photometer. This is the only fully automated filter photometer
available today. The PR-880 is ideal for today's automated factory and
ATE/OEM environments.
Photo Research developed the first commercially available video
photometer over 20 years ago. The newest and most advanced video
photometer, the PR-920 digital video photometer, is the latest addition
to this product line. Video instrumentation provides high-resolution
inspection of CRT and flat panel displays and instrument panels.
Photo Research Optical Metrology Laboratory (PROML) is a supplier
of optical radiation standards and calibration and measurement services
to major manufacturers of instruments, displays, devices and materials.
All Photo Research instruments are calibrated to NIST-traceable
standards.
The Company has developed many industry standards, such as Spectra
Pritchard Optics, utilized in astronomical and star-simulation
measurements. The Company is also instrumental in supporting standards
for organizations including VESA, ISO and SAE.
In 2007, the Company introduced the low cost PR-610
Spectroradiometer, User Self Calibration software for the PR-655, 670 &
680 and the much sought after VideoWin-3 software using the .Net
platform for display characterizations.
The PR-610 addresses a need in the digital cinema industry for low
cost spectroradiometer. The calibration software enables the user to
calibrate their own instruments without having to send them into the
factory. This is very valuable for users of multiple instruments as
they can save a lot of expense and down time by performing the
calibrations themselves. VideoWin-3 is very sophisticated application
and control software which replaces the VideoWin-2 and PhotoWin-2
software used in PR-920 & 905 digital video photometers. This
technology is used for characterizing automobile panels, aircraft
cockpits, led clusters and heads up displays (HUD's).
Marketing and Sales
...................
The Company markets its products and services through several media
sources in addition to the presentation of its product lines at domestic
and international trade shows. The marketing and sales staff's efforts
are enhanced by means of presentations and training at conferences,
professional meetings, and through in-person and telephone sales and
support calls. The Company also engages independent manufacturers'
representatives for the sale of its products.
Foreign sales of the Company's products are made primarily through
foreign equipment distribution organizations, by representatives at:
Sales
Relationship Territory Staff Operations
to Company Covered Size Located In/Near
........................................................
Excel Europe German Europe 91 Munich, Germany
Subsidiary Frankfurt, Germany
Ludwigsburg, Germany
Savigny sur Orge,
France
Milan, Italy
Excel Japan Japanese Japan 25 Tokyo, Japan
Subsidiary
Excel Asia Malaysian Southeast Asia 11 Penang, Malaysia
Subsidiary
|
Excel SouthAsia Joint Venture
in India South Asia 45 Mumbai, India
These subsidiaries engage in the business of marketing,
distributing, installing, integrating and servicing laser systems (for
industrial, semiconductor, scientific, and electronic products)
manufactured at the Company's facilities in East Setauket, New York;
Santa Clara, California; Orlando, Florida; and Mukilteo, Washington. In
addition, they also provide spare parts for their installed base.
Net sales for foreign and domestic operations by origin is as
follows (in thousands):
The year ended December 31,
2007 2006 2005
........ ........ ........
Net sales and services to
unaffiliated customers from:
United Stated operations $120,193 $116,984 $ 98,997
European operations 32,296 28,908 28,867
Asian operations 7,534 8,604 9,853
........ ........ ........
$160,023 $154,496 $137,717
........ ........ ........
........ ........ ........
|
The following table presents the Company's net sales and services
by destination for the years ended December 31, 2007, 2006 and 2005 (in
thousands):
2007 2006 2005
................ ................ ................
Dollars Percent Dollars Percent Dollars Percent
........ ....... ........ ....... ........ .......
To U.S. Customers $ 59,131 37% $ 57,713 37% $ 53,793 39%
To Non-U.S.
Customers 100,892 63% 96,783 63% 83,924 61%
........ .... ........ .... ........ ....
TOTAL $160,023 100% $154,496 100% $137,717 100%
........ .... ........ .... ........ ....
........ .... ........ .... ........ ....
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Of the net sales and services to non-U.S. customers above, net
sales and services to customers in Germany accounted for approximately
$24.6 million, $20.1 million and $19.8 million of total consolidated net
sales and services for 2007, 2006, and 2005, respectively, and net sales
and services to customers in Japan accounted for approximately $16.6
million, $17.0 million and $15.3 million of total consolidated net sales
and services for 2007, 2006 and 2005, respectively. No other individual
foreign country accounted for more than 10% of total consolidated net
sales and services in 2007, 2006 or 2005.
Manufacturing
.............
The Company manufactures its products at its facilities in East
Setauket, New York; Orlando, Florida; Oxnard, California; Cambridge,
Massachusetts; Chatsworth, California; Santa Clara, California;
Mukilteo, Washington and Ludwigsburg, Germany. The Company relies upon
unaffiliated suppliers for the material components and parts used to
assemble its products. Most parts and components purchased from
suppliers are available from multiple sources. To date, the Company has
not experienced any significant delays in obtaining parts and components
for its products. The Company believes that it will be able to continue
to obtain most required components and parts from a number of different
suppliers, although there can be no assurance thereof. Lack of
availability of certain components could require major redesign of the
products and could result in production delays.
Warranty and Customer Services
..............................
The Company's warranty for its new products generally varies
between three months and twelve months. The Company also provides field
support services on an individual call basis and through service
maintenance contracts, and provides customer support services by
telephone to customers with operational and service problems.
Research and Development
........................
Due to the intense competition and rapid technological change in
the photonics industry, and specifically for laser and optical products,
the Company believes that it must continue to improve and refine its
existing products and systems and develop new applications for its
technology. Research and development expenses for the years ended
December 31, 2007, 2006, and 2005 were $14.8 million, $14.5 million, and
$14.5 million, respectively.
Competition
...........
The laser industry is subject to intense competition and rapid
technological change. Several of the Company's competitors are
substantially larger and have greater financial and other resources than
the Company. Competition among laser manufacturers extends to
attracting and retaining qualified technical personnel. The overall
competitive position of the Company will depend primarily upon a number
of factors, including the price and performance of its products, the
compatibility of its products with existing laser systems and the
Company's overall reputation in the laser industry.
The Company's marking/engraving systems compete primarily with
those manufactured by Rofin-Sinar, Electrox, Foba, Laservall, SEI
s.p.A., Cheval Frere, Fotona, E.O. Technics, Trumpf-Haas, IPG Photonics
and Hans Laser. These products are subject to intense price competition
in recent years.
The Company's laser micro-machining and automation systems compete
primarily with GSI Group, Rofin-Sinar, Electro Scientific Industries and
other specialized systems manufacturers.
Competition for sealed carbon dioxide lasers comes from Coherent
(Bloomfield, CT), Rofin (Hull, UK), ULS (Scottsdale, AZ), and GSI Group
(Rugby, UK).
In the optical scanner market, GSI Group is a significant
competitor of the Company and there are a number of other small
competitors in the international markets.
The Company's scientific and industrial solid-state laser products
face a number of competing product lines from Spectra-Physics, Coherent,
Clark-MXR, Femtolaser, Thales Laser, Rofin-Sinar, GSI Group and Cyber
Laser.
Competition for the high energy solid state laser products comes
from New Wave Research (a division of ESI), Quantel Lasers and their
subsidiary Big Sky Lasers, Spectra-Physics, Thales Laser, Amplitide, GSI
Group, Litron and Ekspla.
In light and color measurement, the major competitor to the
Company's Spectra product is Minolta. Topcon is the prime competitor to
the Pritchard line. In video-based products, the company's video
photometer is utilized to characterize new display technologies, with
Radiant Imaging as its key competitor.
Backlog
.......
As of December 31, 2007, the Company had a backlog of firm orders
of approximately $34.8 million as compared to a backlog of $36.0 million
as of December 31, 2006. The Company believes that the current backlog
will be filled during the present fiscal year. Historically, backlog is
shipped within 90 days from the order date.
Patents and Licenses
....................
The Company has several United States patents covering a wide
variety of its products and has applications pending in the United
States patent office. There can be no assurance that any other patents
will be issued to the Company or that such patents, if and when issued,
will provide any protection or benefit to the Company. Although the
Company believes that its patents and its pending patent applications
are valuable, the Company does not consider the ownership of patents
essential to its business. The Company believes that, in general, the
best protection of proprietary technology in the laser industry will
come from market position, technological innovation and product
performance. There is no assurance that the Company will realize any of
these advantages.
Government Regulation
.....................
The Company is subject to the laser radiation safety regulations of
the Radiation Control for Health and Safety Act administered by the
Center for Devices and Radiological Health (CDRH) of the United States
Food and Drug Administration ("FDA"). Among other things, these
regulations require a laser manufacturer to file new product and annual
reports, to maintain quality control and sales records, to perform
product testing, to distribute appropriate operating manuals, to
incorporate certain design and operating features in lasers sold to end-
users and to certify and label each laser sold to end-users as one of
four classes (based on the level of radiation from the laser that is
accessible to users). Various warning labels must be affixed and
certain protective devices installed depending on the class of product.
The National Center for Devices and Radiological Health is empowered to
seek fines and other remedies for violations of the regulatory
requirements. The Company believes that it is currently in compliance
with these regulations.
The FDA also imposes various requirements on manufacturers and
sellers of products under its jurisdiction, such as labeling,
manufacturing practices, record keeping and reporting requirements. The
FDA also may require post-market testing and surveillance programs to
monitor a product's effects. There can be no assurance that the
appropriate approvals from the FDA will be granted, that the process to
obtain such approvals will not be excessively expensive or lengthy or
that the Company will have sufficient funds to pursue such approvals at
the time they are sought. The failure to receive requisite approvals
for the Company's products or processes, when and if developed, or
significant delays in obtaining such approvals would prevent the Company
from commercializing its products as anticipated and would have a
materially adverse effect on the business of the Company.
Employees
.........
As of December 31, 2007, the Company had 719 full-time employees
consisting of 2 executive officers; 24 subsidiary executive officers;
221 scientists, engineering and technical personnel; and 472
manufacturing, administrative, sales support and finance personnel. The
Company believes that its relations with its employees are satisfactory.
None of the Company's employees is represented by a union.
Financial Information About Foreign and Domestic Operations
...........................................................
and Export Sales
................
Net sales and services to customers in the domestic U.S. amounted
to approximately $59.1 million, $57.7 million and $53.8 million for the
years ended December 31, 2007, 2006, and 2005, respectively
(approximately 37%, 37% and 39% of total net sales and services,
respectively).
For the years ended December 31, 2007, 2006, and 2005, the Company
had net sales and services to customers in foreign countries amounting
to approximately $100.9 million, $96.8 million and $83.9 million,
respectively (approximately 63%, 63% and 61%, of total net sales and
services, respectively). These sales included sales by Excel Europe,
Excel Asia, Excel Japan, and Excel SouthAsia JV, the Company's foreign
subsidiaries. Excel Europe buys laser systems, spare parts and related
consumable materials from Quantronix, Baublys-Control Laser and Synrad
for resale to European and other foreign customers, and also furnishes
field repair services. Excel Asia primarily engages in the business of
marketing, selling, distributing, integrating and servicing Quantronix
and Baublys-Control Laser products in Southeast Asia. Excel Japan
engages in the business of marketing, selling, distributing, integrating
and servicing Quantronix and Continuum products in Japan. Excel
SouthAsia JV focuses on the business of marketing, sales, installation,
applications and service of Quantronix and Baublys-Control Laser
products in South Asia. See Note 14 of the "Notes to Consolidated
Financial Statements."
The carrying amounts of long-lived assets held by the Company's
foreign subsidiaries (Excel Europe, Excel Asia , Excel Japan and Excel
SouthAsia JV) at December 31, 2007, 2006 and 2005 primarily include
property, plant and equipment and goodwill whose combined carrying
amounts were approximately $8.4 million, $8.1 million and $7.1 million,
respectively. The carrying amounts of the aforementioned long-lived
assets held by the Company's domestic subsidiaries at December 31, 2007,
2006 and 2005 were approximately $50.5 million, $49.7 million and $50.5
million, respectively.
Access to Information
.....................
The Company is required to file its annual reports on Forms 10-K
and quarterly reports on Forms 10-Q, and other reports and documents as
required from time to time with the United States Securities and
Exchange Commission (the "SEC"). The public may read and copy any
materials that we file with the SEC at the SEC's Public Reference Room
at 100 F Street NE, Washington, DC 20549-0213. Such information may be
obtained from the Public Reference Room by calling the SEC at 1-800-SEC-
0330. The SEC also maintains an Internet site that contains reports,
proxy and information statements, and other information regarding the
Company's electronic filings with the SEC at http://www.sec.gov.
The Company's website is located at http://www.exceltechinc.com.
At this website, users can access, free of charge, the Company's filings
with the SEC and annual, quarterly, and current reports as soon as
reasonably practicable after such material is electronically filed with
or furnished to the SEC. In addition, the Company will provide
electronic or paper copies of such reports free of charge upon request.
Requests may be made by calling Investor Relations at (631) 784-6175 or
by writing to Investor Relations at 41 Research Way, East Setauket, New
York 11733.
Safe Harbor For Forward-Looking Statements
..........................................
Under the Securities Litigation Reform Act of 1995
..................................................
This Annual Report on Form 10-K and the other reports, releases, and
statements (both written and oral) issued by the Company and its officers
from time to time may contain statements concerning the Company's future
results, future performance, intentions, objectives, plans, and
expectations that are 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. The Company's actual results,
performance, and achievements may differ significantly from those
discussed or implied in the forward-looking statements as a result of a
number of known and unknown risks and uncertainties including, without
limitation, those discussed below and in "Management's Discussion and
Analysis of Financial Condition and Results of Operations." 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.
Sometimes the Company communicates with securities analysts. It is
against the law and the Company's policy to disclose to analysts any
material non-public information or other confidential commercial
information. You should not assume that the Company agrees with any
statement or report issued by any analyst regardless of the content of the
statement or report. The Company has a policy against issuing financial
forecasts or projections or confirming the accuracy of forecasts or
projections issued by others. If reports issued by securities analysts
contain projections, forecasts or opinions, those reports are not the
responsibility of the Company.