Novanta (NOVT) 8-K Unaudited Pro Forma Financial Statement Information

Exhibit 99.1

GSI GROUP INC.

UNAUDITED PRO FORMA FINANCIAL STATEMENT INFORMATION

On July 15, 2014, GSI Group, Inc., a New Brunswick, Canada corporation, and certain of its subsidiaries (collectively, “GSI” or “the Sellers”) completed the sale of the Scientific Lasers business operating under the Continuum brand name (the “Business”) to Amplitude Laser, Inc. and Amplitude Technologies, S.A., (the “Buyers”) for approximately $7.0 million in cash, subject to certain closing working capital adjustments, pursuant to an Asset and Equity Purchase Agreement (the “ Purchase Agreement”) dated June 24, 2014 between the Sellers and the Buyers.

The unaudited pro forma consolidated balance sheet as of March 28, 2014 has been derived from GSI’s unaudited balance sheet included in its quarterly Report on Form 10-Q for the three months ended March 28, 2014 and gives effect to the sale of the Business as if it had occurred as of March 28, 2014. The unaudited pro forma consolidated statements of operations for the three months ended March 28, 2014 and March 29, 2013 have been derived from unaudited quarterly report on Form 10-Q for the three months ended March 28, 2014. The unaudited pro forma consolidated statements of operations for the three years ended December 31, 2013, 2012 and 2011 have been derived from the audited consolidated financial statements of GSI included in its Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited pro forma consolidated statements of operations give effect to the sale of the Business as if it had occurred on January 1, 2011.

The unaudited pro forma consolidated financial statement information is for illustrative purposes only, is hypothetical in nature and does not purport to represent what GSI’s results of operations, balance sheet or other financial information would have been if the sale had occurred as of the dates indicated. The unaudited pro forma adjustments are based upon available information and certain assumptions that GSI believes are reasonable. The unaudited pro forma consolidated financial statements and the accompanying notes should be read in conjunction with GSI’s historical consolidated financial statements, including the related notes, included in GSI’s annual report on Form 10-K for the year ended December 31, 2013 and quarterly report on Form 10-Q for the three months ended March 28, 2014.

GSI GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

(in thousands of U.S. dollars)

	March 28, 2014
	Historical			Pro forma adjustments			Pro forma
ASSETS
Current Assets
Cash and cash equivalents	$	31,741		$	7,924	(a)	$	39,665
Accounts receivable, net		61,314			—			61,314
Inventories		63,834			—			63,834
Income taxes receivable		5,455			—			5,455
Deferred tax assets		8,786			—			8,786
Prepaid expenses and other current assets		4,872			—			4,872
Assets of discontinued operations		16,135			(15,012	)(b)		1,123
Total current assets		192,137			(7,088	)		185,049
Property, plant and equipment, net		31,448			—			31,448
Deferred tax assets		497			—			497
Other assets		11,957			—			11,957
Intangible assets, net		102,763			—			102,763
Goodwill		115,182			—			115,182
Total assets	$	453,984		$	(7,088	)	$	446,896
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	7,500		$	—		$	7,500
Accounts payable		26,572			—			26,572
Income taxes payable		535			484	(d)		1,019
Deferred tax liabilities		214			—			214
Accrued expenses and other current liabilities		21,875			—			21,875
Liabilities of discontinued operations		7,336			(6,405	)(c)		931
Total current liabilities		64,032			(5,921	)		58,111
Long-term debt		129,125			—			129,125
Deferred tax liabilities		4,389			—			4,389
Income taxes payable		8,018			—			8,018
Other liabilities		4,750			—			4,750
Total liabilities		210,314			(5,921	)		204,393
Commitments and Contingencies
Stockholders’ Equity
Common shares, no par value		423,856			—			423,856
Additional paid-in capital		25,659			—			25,659
Accumulated deficit		(199,930	)		(1,167	)(d)		(201,097	)
Accumulated other comprehensive loss		(6,341	)		—			(6,341	)
Total GSI Group Inc. stockholders’ equity		243,244			(1,167	)		242,077
Noncontrolling interest		426			—			426
Total stockholders’ equity		243,670			(1,167	)		242,503
Total liabilities and stockholders’ equity	$	453,984		$	(7,088	)	$	446,896

GSI GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of U.S. dollars or shares, except per share amounts)

	Three Months Ended March 28, 2014
	Historical			Pro forma adjustments			Pro forma
Sales	$	79,133		$	—		$	79,133
Cost of sales		47,028			—			47,028
Gross profit		32,105			—			32,105
Operating expenses:
Research and development and engineering		5,857			—			5,857
Selling, general and administrative		19,618			—			19,618
Amortization of purchased intangible assets		1,744			—			1,744
Restructuring and acquisition related costs		818			—			818
Total operating expenses		28,037			—			28,037
Income from operations		4,068			—			4,068
Interest income (expense), net		(837	)		—			(837	)
Foreign exchange transaction gains (losses), net		(19	)		—			(19	)
Other income (expense), net		581			—			581
Income from continuing operations before income taxes		3,793			—			3,793
Income tax provision		937			—			937
Income from continuing operations		2,856			—			2,856
Loss from discontinued operations, net of tax		(1,866	)		1,724	(e)		(142	)
Consolidated net income		990			1,724			2,714
Less: Net income attributable to noncontrolling interest		(7	)		—			(7	)
Net income attributable to GSI Group Inc.	$	983		$	1,724		$	2,707
Earnings per common share from continuing operations:
Basic	$	0.08					$	0.08
Diluted	$	0.08					$	0.08
Loss per common share from discontinued operations:
Basic	$	(0.05	)				$	(0.00	)
Diluted	$	(0.05	)				$	(0.00	)
Earnings per common share attributable to GSI Group Inc.:
Basic	$	0.03					$	0.08
Diluted	$	0.03					$	0.08
Weighted average common shares outstanding—basic		34,227						34,227
Weighted average common shares outstanding—diluted		34,669						34,669
Amounts attributable to GSI Group Inc.:
Income from continuing operations	$	2,856					$	2,856
Loss from discontinued operations		(1,873	)					(149	)
Net income	$	983					$	2,707

GSI GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of U.S. dollars or shares, except per share amounts)

	Three Months Ended March 29, 2013
	Historical			Pro forma adjustments			Pro forma
Sales	$	75,071		$	—		$	75,071
Cost of sales		44,440			—			44,440
Gross profit		30,631			—			30,631
Operating expenses:
Research and development and engineering		5,816			—			5,816
Selling, general and administrative		18,689			—			18,689
Amortization of purchased intangible assets		2,236			—			2,236
Restructuring and acquisition related costs		2,428			—			2,428
Total operating expenses		29,169			—			29,169
Income from operations		1,462			—			1,462
Interest income (expense), net		(898	)		—			(898	)
Foreign exchange transaction gains (losses), net		1,219			—			1,219
Other income (expense), net		369			—			369
Income from continuing operations before income taxes		2,152			—			2,152
Income tax provision		403			—			403
Income from continuing operations		1,749			—			1,749
Income (loss) from discontinued operations, net of tax		369			281	(e)		650
Consolidated net income		2,118			281			2,399
Less: Net income attributable to noncontrolling interest		(36	)		—			(36	)
Net income attributable to GSI Group Inc.	$	2,082		$	281		$	2,363
Earnings per common share from continuing operations:
Basic	$	0.05					$	0.05
Diluted	$	0.05					$	0.05
Earnings per common share from discontinued operations:
Basic	$	0.01					$	0.02
Diluted	$	0.01					$	0.02
Earnings per common share attributable to GSI Group Inc.:
Basic	$	0.06					$	0.07
Diluted	$	0.06					$	0.07
Weighted average common shares outstanding—basic		33,983						33,983
Weighted average common shares outstanding—diluted		34,271						34,271
Amounts attributable to GSI Group Inc.:
Income from continuing operations	$	1,749					$	1,749
Income from discontinued operations		333						614
Net income	$	2,082					$	2,363

GSI GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of U.S. dollars or shares, except per share amounts)

	Year Ended December 31, 2013
	Historical			Pro forma adjustments			Pro forma
Sales	$	341,612		$	(24,702	)(e)	$	316,910
Cost of sales		202,163			(17,480	)(e)		184,683
Gross profit		139,449			(7,222	)		132,227
Operating expenses:
Research and development and engineering		26,352			(2,565	)(e)		23,787
Selling, general and administrative		81,449			(5,112	)(e)		76,337
Amortization of purchased intangible assets		7,270			—			7,270
Restructuring, restatement related costs, post-emergence fees and other		6,687			(1,300	)(e)		5,387
Total operating expenses		121,758			(8,977	)		112,781
Income from operations		17,691			1,755			19,446
Interest income (expense), net		(3,455	)		(13	)(e)		(3,468	)
Foreign exchange transaction gains (losses), net		(1,208	)		(93	)(e)		(1,301	)
Other income (expense), net		1,502			(2	)(e)		1,500
Income from continuing operations before income taxes		14,530			1,647			16,177
Income tax provision		5,680			466	(e)		6,146
Income from continuing operations		8,850			1,181			10,031
Loss from discontinued operations, net of tax		(927	)		—			(927	)
Loss on disposal of discontinued operations		(592	)		—			(592	)
Consolidated net income		7,331			1,181			8,512
Less: Net income attributable to noncontrolling interest		(22	)		—			(22	)
Net income attributable to GSI Group Inc.	$	7,309		$	1,181		$	8,490
Earnings per common share from continuing operations:
Basic	$	0.26					$	0.29
Diluted	$	0.26					$	0.29
Loss per common share from discontinued operations:
Basic	$	(0.05	)				$	(0.04	)
Diluted	$	(0.05	)				$	(0.04	)
Earnings per common share attributable to GSI Group Inc.:
Basic	$	0.21					$	0.25
Diluted	$	0.21					$	0.25
Weighted average common shares outstanding—basic		34,073						34,073
Weighted average common shares outstanding—diluted		34,396						34,396
Amounts attributable to GSI Group Inc.:
Income from continuing operations	$	8,850					$	10,031
Loss from discontinued operations		(1,541	)					(1,541	)
Net income	$	7,309					$	8,490

GSI GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of U.S. dollars or shares, except per share amounts)

	Year Ended December 31, 2012
	Historical			Pro forma adjustments			Pro forma
Sales	$	271,498		$	(27,702	)(e)	$	243,796
Cost of sales		157,022			(18,744	)(e)		138,278
Gross profit		114,476			(8,958	)		105,518
Operating expenses:
Research and development and engineering		22,393			(3,863	)(e)		18,530
Selling, general and administrative		65,584			(5,877	)(e)		59,707
Amortization of purchased intangible assets		2,650			—			2,650
Restructuring, restatement related costs, post-emergence fees and other		8,842			(4,473	)(e)		4,369
Total operating expenses		99,469			(14,213	)		85,256
Income from operations		15,007			5,255			20,262
Interest income (expense), net		(2,788	)		(3	)(e)		(2,791	)
Foreign exchange transaction gains (losses), net		(1,267	)		(80	)(e)		(1,347	)
Other income (expense), net		582			(3	)(e)		579
Income from continuing operations before income taxes		11,534			5,169			16,703
Income tax provision (benefit)		(10,940	)		1,897	(e)		(9,043	)
Income from continuing operations		22,474			3,272			25,746
Loss from discontinued operations, net of tax		(5,151	)		—			(5,151	)
Gain on disposal of discontinued operations		2,255			—			2,255
Consolidated net income		19,578			3,272			22,850
Less: Net income attributable to noncontrolling interest		(40	)		—			(40	)
Net income attributable to GSI Group Inc.	$	19,538		$	3,272		$	22,810
Earnings per common share from continuing operations:
Basic	$	0.66					$	0.76
Diluted	$	0.66					$	0.76
Loss per common share from discontinued operations:
Basic	$	(0.08	)				$	(0.09	)
Diluted	$	(0.08	)				$	(0.09	)
Earnings per common share attributable to GSI Group Inc.:
Basic	$	0.58					$	0.67
Diluted	$	0.58					$	0.67
Weighted average common shares outstanding—basic		33,775						33,775
Weighted average common shares outstanding—diluted		33,936						33,936
Amounts attributable to GSI Group Inc.:
Income from continuing operations	$	22,474					$	25,746
Loss from discontinued operations		(2,936	)					(2,936	)
Net income	$	19,538					$	22,810

GSI GROUP INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands of U.S. dollars or shares, except per share amounts)

	Year Ended December 31, 2011
	Historical			Pro forma adjustments			Pro forma
Sales	$	304,296		$	(34,599	)(e)	$	269,697
Cost of sales		171,196			(21,058	)(e)		150,138
Gross profit		133,100			(13,541	)		119,559
Operating expenses:
Research and development and engineering		23,454			(5,445	)(e)		18,009
Selling, general and administrative		67,877			(8,978	)(e)		58,899
Amortization of purchased intangible assets		3,515			—			3,515
Restructuring, restatement related costs, post-emergence fees and other		2,406			(1,612	)(e)		794
Total operating expenses		97,252			(16,035	)		81,217
Income from operations		35,848			2,494			38,342
Interest income (expense), net		(12,977	)		(2	)(e)		(12,979	)
Foreign exchange transaction gains (losses), net		172			(173	)(e)		(1	)
Other income (expense), net		1,177			8	(e)		1,185
Income from continuing operations before income taxes		24,220			2,327			26,547
Income tax provision		2,544			(408	)(e)		2,136
Income from continuing operations		21,676			2,735			24,411
Income from discontinued operations, net of tax		7,325			—			7,325
Consolidated net income		29,001			2,735			31,736
Less: Net income attributable to noncontrolling interest		(28	)		—			(28	)
Net income attributable to GSI Group Inc.	$	28,973		$	2,735		$	31,708
Earnings per common share from continuing operations:
Basic	$	0.65					$	0.73
Diluted	$	0.64					$	0.73
Earnings per common share from discontinued operations:
Basic	$	0.22					$	0.22
Diluted	$	0.22					$	0.21
Earnings per common share attributable to GSI Group Inc.:
Basic	$	0.87					$	0.95
Diluted	$	0.86					$	0.94
Weighted average common shares outstanding—basic		33,481						33,481
Weighted average common shares outstanding—diluted		33,589						33,589
Amounts attributable to GSI Group Inc.:
Income from continuing operations	$	21,676					$	24,411
Income from discontinued operations		7,297						7,297
Net income	$	28,973					$	31,708

GSI GROUP INC.

NOTES TO UNAUDITED PRO FORMA CONSLIDATED FINANCIAL STATEMENTS

The following describes the pro forma adjustments related to the sale of the Business made in the accompanying unaudited pro forma consolidated balance sheet as of March 28, 2014 and the unaudited pro forma consolidated statements of operations for the three month periods ended March 28, 2014 and March 29, 2013 and fiscal years ended December 31, 2013, 2012 and 2011:

(a) To record the receipt of $7.0 million cash for the sale of the Business plus cash due to GSI of $0.9 million as part of working capital adjustments.

(b) To eliminate assets of the Business as of March 28, 2014. The remaining assets of discontinued operations primarily relate to assets of GSI’s 50% owned joint venture, Excel Laser Technology Private Limited (“Excel SouthAsia JV”).

(c) To eliminate liabilities of the Business as of March 28, 2014. The remaining liabilities of discontinued operations relate to liabilities of GSI’s Excel SouthAsia JV. In addition, a Japan pension liability and accrued restructuring associated with the Business also remain as GSI liabilities because GSI is responsible for the settlement of these liabilities upon transaction closing in accordance with the Purchase Agreement.

(d) To record the estimated loss on sale of the Business, net of tax.

(e) To eliminate results of operations, net of tax, of the Business. Income tax effects have been determined using the tax rates in effect in the pertinent jurisdictions during the periods presented.