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INVISION TECHNOLOGIES, INC.
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A. ON APRIL 22, 2004, INVISION ISSUED THE FOLLOWING PRESS RELEASE REGARDING
ITS FIRST QUARTER 2004 FINANCIAL RESULTS:
(INVISION TECHNOLOGIES, INC. LOGO) NEWS RELEASE
Investor Contact: Laura Graves
Director, Investor Relations
510-739-2448
Stan Neve
Brunswick Group
212-333-3810
INVISION TECHNOLOGIES REPORTS
FIRST QUARTER 2004 FINANCIAL RESULTS
NEWARK, CA (APRIL 22, 2004) - InVision Technologies, Inc. (NASDAQ: INVN)
today reported financial results for the first quarter ended March 28, 2004.
Total company revenues in the first quarter of 2004 were $76.9 million compared
to revenues of $165.2 million in the first quarter of 2003.
Net income on a GAAP basis was $5.2 million in the first quarter of 2004.
InVision's diluted earnings per share (EPS) calculation for the first quarter
2004 reflects the impact of the contingent conversion provision related to the
$125 million of convertible senior notes issued in 2003. Under this provision,
InVision's GAAP EPS was $0.25 per diluted share. This compares to net income of
$34.4 million, or $1.87 per diluted share, for the first quarter of 2003.
Net income in the first quarter of 2004 also includes a pre-tax charge of
$1.8 million related to transaction expenses associated with the company's
pending acquisition by General Electric Company (NYSE: GE). Earnings on a pro
forma basis excluding both the effect of the contingent conversion provision and
the acquisition-related costs were $0.33 per diluted share in the first quarter
of 2004. A reconciliation of pro forma net income and EPS to net income and EPS
on a GAAP basis is provided in Schedule 1 following the condensed consolidated
balance sheets.
Gross margin in the first quarter of 2004 was 37% compared to 44% in the
first quarter of 2003. As of March 28, 2004, InVision had $284.6 million in
cash, cash equivalents and short-term investments. Total company backlog was
$197.2 million.
PERFORMANCE BY REPORTABLE SEGMENT
InVision has two reportable segments: explosives detection systems (EDS)
and non-destructive testing (NDT) systems. The EDS segment showed solid
performance in the first quarter of 2004 with revenues of $55.1 million and
income from operations of $9.8 million. EDS service revenues grew to $16.1
million during the quarter, representing an 89% increase compared to the same
quarter of 2003. The NDT segment posted revenues of $16.2 million and a loss
from operations of $200,000 in the first quarter of 2004. A reconciliation of
reportable segment revenues and income from operations to consolidated
InVision Technologies, Inc. Page 2
revenues and income from operations is provided in Schedule 2 following the
condensed consolidated balance sheets.
MANAGEMENT SUMMARY
"InVision reported solid results in the first quarter of 2004, supported
by continued strength in the EDS segment," said Sergio Magistri, Ph.D., InVision
President and Chief Executive Officer. "We continue to see very strong support
for InVision products, both in the domestic market, as evidenced by the recent
product order from the Transportation Security Administration, as well as in the
international markets, such as the recent announcement of the company's first
order from Thailand."
OPERATIONAL HIGHLIGHTS
- General Electric announced that, subject to regulatory and InVision
stockholder approvals, GE has agreed to acquire InVision in an all-cash
transaction valued at approximately $900 million, or $50 per share.
- The Transportation Security Administration (TSA) of the U.S. Department of
Homeland Security (DHS) ordered CTX 9000 DSi automated EDS for integration
into the baggage handling systems of certain airports in the United
States. The delivery order is valued at $105 million, with an additional
performance incentive of $3 million payable by March 2005.
- The company reported in April 2004 the receipt of an order for 26 CTX 9000
DSi automated EDS, accessories and service for the new Bangkok
International Airport in Thailand. This first order from Thailand provides
further evidence of InVision's increasing presence in Asia. Bangkok
International will be the first international airport to provide 100%
in-line screening of checked baggage.
- InVision announced that its subsidiary, Yxlon, entered into a contract for
the delivery and installation of XES 3000 X-ray diffraction based EDS at
Rhein-Main Airport in Frankfurt, Germany. The value of the contract is
approximately $11 million with an option to purchase additional systems,
options and maintenance for a potential total contract value of up to
approximately $18 million.
- The company continued to participate in the TSA's evaluation program to
assess the viability of existing EDS technology for inspection of break
bulk air cargo. The company believes that computed tomography (CT)
technology has great potential to address this on-going concern in our
nation's approach to aviation security.
- The company is currently in negotiations with the TSA and Boeing regarding
service contract renewal. The company anticipates no disruption of service
as a result of these discussions.
InVision Technologies, Inc. Page 3
BUSINESS OUTLOOK
The company is pleased with the federal government's indicated level of
commitment to fund in-line EDS in larger airports, based on InVision's recent
TSA order announcement and the latest TSA's Letter of Intent (LOI) funding
program announcements. To date, the TSA has officially announced grants of $960
million under the LOI program to carry out construction retrofitting in nine
domestic airports. InVision believes the overall need for in-line EDS at
airports is considerably larger based on published TSA assessments and
individual airport needs.
President Bush's proposed 2005 budget includes over $890 million, a 20%
increase over the 2004 budget, to support aviation security and other
transportation security activities. This includes funds to improve the
integration of EDS equipment into individual airports' baggage processing
systems to increase security effectiveness and promote greater efficiency.
Specifically, the proposed TSA budget includes $250 million for physical
modification of commercial airports for the purpose of installing in-line EDS
equipment and $150 million for procurement of checked baggage EDS. The budget
also allocates $45 million for research and development of enhancement and next
generation EDS.
INVISION TECHNOLOGIES, INC. WILL CONDUCT A CONFERENCE CALL TO DISCUSS
THESE RESULTS AND INVISION'S OUTLOOK FOR THE FUTURE AT 2:00 P.M. (PT) / 5:00
P.M. (ET) TODAY. TO LISTEN, VISIT WWW.INVISION-TECH.COM AND FOLLOW THE LINKS TO
THE WEBCAST. A REPLAY OF THE WEBCAST WILL BE AVAILABLE SHORTLY AFTER THE
PRESENTATION AND WILL REMAIN AVAILABLE FOR A LIMITED TIME.
ABOUT INVISION
InVision Technologies, Inc. and its subsidiaries develop, manufacture,
market and support explosives detection systems based on advanced computed
tomography technology, X-ray diffraction and quadrupole resonance. The company
is the leading supplier of explosives detection systems to the U.S. government
for civil aviation security. InVision is headquartered in Newark, CA. Additional
information about the company can be found at www.invision-tech.com.
CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, including those
regarding InVision's "Operational Highlights" and "Business Outlook"; InVision's
planned acquisition by GE; InVision's belief regarding the value of delivery
orders; InVision's belief that CT technology has great potential to address the
on-going concern of domestic break bulk air cargo security; InVision's belief
regarding the overall need for in-line EDS; and InVision's anticipation that
there will be no disruption of its service as a result of discussions with the
TSA and Boeing regarding the renewal of its service contract. These
forward-looking statements are subject to material risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. Investors should consider important risk factors,
which include: the risk that the company is not selected to provide service for
its units; the risk that the company's contract to service its units in the
United States is not renewed or is renewed on financially less favorable terms;
the risk that CT
InVision Technologies, Inc. Page 4
technology is not used to screen break bulk air cargo due to the certification
or approval of other technology; the risk that the TSA or other customers
utilize competing products or technologies; the risk of the unavailability or
reduction of U.S. and foreign governmental funding, the cancellation or decrease
in orders by the U.S. government and foreign airport authorities, or lower than
expected service revenues; the risk that InVision does not meet its anticipated
delivery schedules due to the inability to obtain in a timely manner components
necessary to build its EDS units or to timely manufacture its EDS units due to
unforeseen difficulties with its operations; the risk that we will not receive
the regulatory and stockholder approvals required to complete the acquisition of
InVision by GE; and other risks detailed under the caption "Risk Factors" in
InVision's most recent reports on Form 10-K and Form 10-Q filed with the
Securities and Exchange Commission. InVision is under no obligation, and
expressly disclaims any obligation, to update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.
ADDITIONAL INFORMATION ABOUT THE PROPOSED ACQUISITION AND WHERE YOU CAN FIND IT
In connection with the proposed acquisition by GE, InVision has filed a
proxy statement and other relevant materials with the Securities and Exchange
Commission (SEC). When the proxy statement has completed review by the SEC, it
will be mailed to all holders of InVision common stock. BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED ACQUISITION, INVESTORS AND STOCKHOLDERS OF
INVISION ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION. The proxy statement and other
relevant materials, and any other documents filed by InVision with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov. In addition,
investors and stockholders of InVision may obtain free copies of the documents
filed with the SEC by contacting InVision Investor Relations at (510) 739-2511
or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You
may also read and copy any reports, statements and other information filed by
InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's website for further information on its public reference room.
InVision and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the InVision stockholders in
favor of the proposed acquisition. Certain executive officers and directors of
InVision have interests in the acquisition that may differ from the interests of
stockholders generally, including acceleration of vesting of stock options and
continuation of director and officer insurance and indemnification. These
interests are described in the proxy statement.
Note to Editors: CTX 9000 DSi, InVision, Yxlon, Quantum and Inovec are
trademarks of InVision Technologies, Inc. or its subsidiaries.
(tables to follow)
InVision Technologies, Inc. Page 5
INVISION TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
--------------------------
MARCH 28, MARCH 30,
2004 2003
--------- ---------
Revenues:
Product revenues $ 53,945 $ 152,814
Service revenues 20,077 8,909
Contract research and development revenues 2,873 3,445
--------- ---------
Total revenues 76,895 165,168
--------- ---------
Cost of revenues:
Product costs 33,603 84,674
Service costs 12,173 5,000
Contract research and development costs 2,284 2,136
--------- ---------
Total cost of revenues 48,060 91,810
--------- ---------
Gross profit 28,835 73,358
--------- ---------
Operating expenses:
Research and development 6,261 7,355
Selling, general and administrative 13,363 9,062
--------- ---------
Total operating expenses 19,624 16,417
--------- ---------
Income from operations 9,211 56,941
Interest expense (1,293) (42)
Interest and other income, net 836 685
--------- ---------
Income before provision for income taxes 8,754 57,584
Provision for income taxes 3,575 23,177
--------- ---------
Net income $ 5,179 $ 34,407
========= =========
Net income per share:
Basic $ 0.30 $ 2.02
========= =========
Diluted $ 0.25 $ 1.87
========= =========
Weighted average shares outstanding:
Basic 17,272 17,067
Diluted 22,586 18,379
InVision Technologies, Inc. Page 6
INVISION TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
MARCH 28, DECEMBER 31,
2004 2003
--------- ---------
ASSETS
Current assets:
Cash and cash equivalents $ 74,891 $ 182,382
Short-term investments 209,719 94,557
Accounts receivable, net 72,062 56,951
Inventories 74,372 78,894
Deferred income taxes 14,392 14,283
Other current assets 7,790 5,666
--------- ---------
Total current assets 453,226 432,733
Property and equipment, net 10,968 11,605
Intangible assets, net 34,927 35,452
Other assets 6,276 6,278
--------- ---------
Total assets $ 505,397 $ 486,068
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 18,689 $ 13,761
Accrued liabilities 35,419 35,058
Deferred revenue 17,569 13,277
Short-term debt 2,600 5,581
Current maturities of long-term obligations 261 263
--------- ---------
Total current liabilities 74,538 67,940
--------- ---------
Long-term obligations 127,126 127,244
Deferred income taxes 168 203
--------- ---------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value,
5,000,000 shares authorized;
no shares issued and outstanding -- --
Common stock, $0.001 par value, 60,000,000
shares authorized; 18,138,000 and 17,782,000
shares issued; 17,451,000 and 17,095,000
shares outstanding 18 18
Additional paid-in capital 182,069 173,968
Deferred stock compensation expense (237) (271)
Accumulated other comprehensive loss (555) (125)
Retained earnings 136,961 131,782
Treasury stock, at cost (687,000 shares) (14,691) (14,691)
--------- ---------
Total stockholders' equity 303,565 290,681
--------- ---------
Total liabilities and
stockholders' equity $ 505,397 $ 486,068
========= =========
InVision Technologies, Inc. Page 7
SCHEDULE 1
PRO FORMA NET INCOME CALCULATION (1)
(IN THOUSANDS, EXCEPT SHARE DATA)
NET INCOME NO. OF DILUTED
DILUTED EPS AFTER TAX SHARES OUTSTANDING
----------- --------- ------------------
Reported diluted EPS, net income as adjusted for
interest expense on convertible debt, and reported
diluted shares outstanding $ 0.25 $ 5,734 22,586
Impact of contingent conversion, net of tax -- $ (555) (3,906)
Diluted EPS before adjustment for contingent conversion, 0.28 $ 5,179 18,680
reported net income, and diluted shares outstanding before
adjustment for contingent conversion
Impact of GE acquisition costs, net of tax -- $ 1,065 --
Pro forma EPS, net income and diluted
shares outstanding $ 0.33 $ 6,244 18,680
1) As a result of the pending acquisition of InVision Technologies, Inc. by
General Electric Company, and the dilution resulting from the triggering of the
contingent conversion-related provisions of our 3% convertible senior notes due
2023, our management believes pro forma operating results are a useful measure
that facilitates period-to-period operating comparisons. Pro forma operating
results (a) include the interest expense, net of tax, of $555,000 for our 3%
convertible senior notes due 2023, which was excluded from the computation of
our GAAP diluted EPS, (b) exclude the related increase of 3,906,250 in diluted
shares due to the contingent conversion feature of the notes and (c) exclude
expenses, net of tax, of $1.1 million related to the pending acquisition by
General Electric. Pro forma operating results are not based on any standardized
methodology prescribed by GAAP and are not necessarily comparable to similar
measures presented by other companies. Pro forma operating results should not be
considered in isolation or as a substitute for operating results prepared in
accordance with GAAP. We report pro forma operating results to provide investors
with an alternative method for assessing our operating results.
InVision Technologies, Inc. Page 8
SCHEDULE 2
ALL CONSOLIDATING
FIRST QUARTER 2004 SEGMENT INFORMATION EDS NDT OTHER ELIMINATIONS TOTAL
--- --- ----- ------------ -----
(IN THOUSANDS, EXCEPT PERCENTAGE DATA)
Revenues:
Product revenues 38,957 12,955 2,033 -- 53,945
Service revenues 16,086 3,261 730 -- 20,077
Contract research
and development
revenues -- -- 2,873 -- 2,873
Intercompany revenues 97 -- -- (97) 0
------ ------ ----- --- ------
Total revenues 55,140 16,216 5,636 (97) 76,895
====== ====== ===== === ======
Income (loss) from operations 9,799 (223) (365) -- 9,211
====== ====== ===== === ======
Income (loss) from
operations as
a percentage of
total revenues 17.8% (1.4%) (6.5%) -- 12.0%
====== ====== ===== === ======
###
B. ON APRIL 22, 2004, INVISION PRESENTED THE FOLLOWING SLIDES IN CONNECTION
WITH ITS FIRST QUARTER 2004 FINANCIAL RESULTS CONFERENCE CALL:
[InVision Technologies Logo]
FINANCIAL RESULTS CONFERENCE CALL
FIRST QUARTER 2004
April 22, 2004
(C) 2003 InVision Technologies, Inc. All rights reserved. CTX, CTX 2500, CTX
5500 DS, and CTX 9000 DSi are trademarks of InVision Technologies.
[InVision Technologies Logo]
FORWARD LOOKING STATEMENTS
This presentation by InVision Technologies, Inc. contains time-sensitive
information. The information contained herein is accurate only as of April 22,
2004. The information contained herein may be updated, amended, supplemented or
otherwise altered by subsequent presentations, reports and/or filings by
InVision.
In this presentation and the call accompanying this presentation, InVision will
reiterate forward looking statements made in its press release issued on April
22, 2004 regarding future events and financial performance. InVision will
attempt to identify these statements by the use of words such as "expect,"
"believe," "anticipate," "intend" and other words that denote future events.
These statements also include statements related to our development and
certification efforts, acceleration of EDS deployments and inline screening
expansion, demand for cargo screening and checkpoint solutions and completion of
the proposed acquisition of InVision by GE.
These forward-looking statements are subject to material risks and uncertainties
that could cause actual results to differ materially from those in the
forward-looking statements. InVision cautions you to consider the important risk
factors that could cause actual results to differ materially from those in the
forwardlooking statements in the press release and the accompanying conference
call. These risk factors are described in InVision's press release, and are more
fully detailed under the caption "Risk Factors" at the end of Item 1 of
InVision's latest Form 10-K filed with the SEC on March 15, 2004.
During the accompanying call and in this presentation, InVision refers to both
GAAP and non-GAAP financial measures of InVision's operating and financial
results. For complete information regarding InVision's non-GAAP financial
information, the most directly comparable GAAP measures and a quantitative
reconciliation of those figures, please refer to InVision's press release issued
on April 22, 2004 regarding InVision's first quarter results and certain
non-GAAP financial information available at the Investors - Press Releases page
on InVision's website: www.invision-tech.com.
[InVision Technologies Logo]
OPERATIONS SUMMARY
SERGIO MAGISTRI, Ph.D.
President & CEO
(C) 2003 InVision Technologies, Inc. All rights reserved. CTX, CTX 2500, CTX
5500 DS, and CTX 9000 DSi are trademarks of InVision Technologies.
[InVision Technologies Logo]
Q1/04 SUMMARY
- Proposed acquisition by General Electric
- Q1 2004 revenues of $76.9M
- Q1 2004 diluted GAAP EPS $0.25
- Q1 2004 diluted pro forma EPS $0.33*
- New Orders for Explosives Detection Systems (EDS)
- $105M CTX 9000 DSi order from TSA
- $11M X-ray diffraction order from Germany (included in backlog as of
Q4 2003)
- 26 CTX 9000 DSi order from Thailand received in Q2 2004
- Q1 2004 backlog of $197M
* Refer to Schedule 1 of InVision's Q1 2004 press release for a detailed
reconciliation of pro forma results to results on a GAAP basis. Slide 4
[InVision Technologies Logo]
AVIATION SECURITY OPERATIONS
- Key project update
- XRD and CTX 1000 in certification
- Delivered a CTX for field evaluation of cargo screening - CTX
combined with XRD - CT combined with QR
- Solid EDS backlog
- Progress on service contract negotiations
- In service negotiations with TSA and Boeing
- Anticipate no disruption of service
Slide 5
[InVision Technologies Logo]
AVIATION SECURITY MARKET
- DHS airport funding commitments increased by $185M in Q1 2004
- $93.75M for Hartsfield-Jackson Atlanta International
- $91.5M for Phoenix Sky Harbor International
- Total letter of intent (LOI) funding to date equals $960M for nine
airports
- Increasing pressure on accelerated deployment
- Airports via ACI and AEEE
- Recent terrorist attacks
- Cost savings and increased security achieved with an automated
in-line solution
- FY05 Administration proposed budget of $400M to improve screening
- $150 million for EDS equipment
- $250 million for LOIs
- International market
- Bangkok is the first international airport to implement 100% in-line
screening with high detection performance
Slide 6
[InVision Technologies Logo]
CUMULATIVE CTX SHIPMENTS
[Graph: CTX Units US; CTX Units International]
CTX 2500 - 18%
CTX 5500 DS - 56%
CTX 9000 DSi - 26%
CTX US - 80%
CTX International - 20%
Slide 7
[InVision Technologies Logo]
NDT OPERATIONS
- Key wins & improvements in Q1/04
- Large wheel machine order in US
- US market showing good signs of recovery
- Hapeg
- Shipped large CT system to a US Tire Company
- Foreign exchange exposure
- Margins continue to be hurt in US and China
- Q2 expected to show improvement
Slide 8
[InVision Technologies Logo]
INVISION OUTLOOK
- Potential acceleration of 100% in-line screening
- Upside to FY05 proposed EDS budget $400M
- Strong lobbying by airport industry to accelerate deployment
- Automated technology advancements by InVision
- Increasing international demand for 100% in-line screening
- Strong push for cargo screening with certified equipment
- Demand for high detection check point solution
- Longer term demand for increasing security & operational
performance benefiting technology leaders like InVision
Slide 9
[InVision Technologies Logo]
FINANCIAL SUMMARY
ROSS MULHOLLAND
Senior Vice President &
Chief Financial Officer
(C) 2003 InVision Technologies, Inc. All rights reserved. CTX, CTX 2500, CTX
5500 DS, and CTX 9000 DSi are trademarks of InVision Technologies.
[InVision Technologies Logo]
INCOME STATEMENT - Q1 04
- Total consolidated revenues $76.9M
- Total consolidated service revenues $20.1M
- Backlog at Q1 2004 $197M
- EDS Backlog $139M
- NDT Backlog $28M
- All Other Backlog $30M
- Gross profit $28.8M...37.5%
- Operating expenses $19.6M...25.5%
- Income From Operations $9.2M...12.0%
- GAAP Net income $5.2M...6.7%
- Reported Diluted EPS $0.25 per share
Slide 11
[InVision Technologies Logo]
Q1 04 PRO FORMA, NET INCOME CALCULATION
NET INCOME DILUTED SHARES
(IN 000S, EXCEPT PER SHARE DATA) (*) DILUTED EPS AFTER TAX OUTSTANDING
------------------------------------ ----------- --------- -----------
Reported diluted EPS, net income
adjusted for interest expense on
convertible debt and reported DSO $ 0.25 $ 5,734 22,586
Impact of contingent conversion,
net of tax -- (555) (3,906)
Diluted EPS before contingent
conversion, reported net income and
DSO before contingent conversion $ 0.28 $ 5,179 18,680
Impact of GE acquisition costs, net of tax -- 1,065 --
Pro forma EPS, net income and DSO* $ 0.33 $ 6,244 18,680
* Refer to Schedule 1 of InVision's Q1 2004 press release for a detailed
reconciliation of pro forma results to results on a GAAP
Slide 12
[InVision Technologies Logo]
SEGMENT RECAP - Q1 04
($ IN 000'S, EXCEPT PERCENTAGES) EDS* NDT* TOTAL COMPANY
Revenues $55.1 $16.2 $76.9
Gross Profit $23.6 $ 3.8 $28.8
Gross Margin 42.7% 23.2% 37.5%
Operating Expense $13.8 $ 4.0 $19.6
Operating Expense % 25.0% 24.6% 25.5%
Operating Income $ 9.8 $(0.2) $ 9.2
Operating Income % 17.8% -1.4% 12.0%
* Refer to Schedule 2 of InVision's Q1 2004 press release for a detailed
presentation of segment results. Slide 13
[InVision Technologies Logo]
GROSS MARGIN AND REVENUE TRENDS
[Graph: Gross Margin Trend]
[Graph: Consolidated Revenue Trend]
Revenue Mix Q1 04:
EDS - 72%
NDT - 21%
All Other - 7%
Slide 14
[InVision Technologies Logo]
QUARTERLY REVENUE TRENDS
[Graph: Quarterly Revenue Trends, Q1-02 - Q1-04 for NDT, EDS Service, EDS
Products Int., EDS Products US and Other]
Slide 15
[InVision Technologies Logo]
BALANCE SHEET HIGHLIGHTS - Q1/04
($ IN MILLIONS) AS OF 12/31/02 AS OF 12/31/03 AS OF 3/28/03
--------------- -------------- -------------- -------------
Cash and cash equivalents 159.7 276.9 284.6
Working capital * 227.1 364.8 378.7
Total assets 417.8 486.1 505.4
Long Term Liabilities 0.7 127.2 127.3
Stockholders' equity 236.7 290.7 303.6
- Historically solid balance sheet
- Strong cash position
- Convertible debt transaction in Q3 2003 provided approximately $108
million in net cash proceeds
Working capital is calculated as the difference between balance sheet current
assets and current liabilities. Refer to InVision's balance sheets in its Q1
2004 press release.
Slide 16
[InVision Technologies Logo]
CLOSING REMARKS
SERGIO MAGISTRI, Ph.D.
President & CEO
(C) 2003 InVision Technologies, Inc. All rights reserved. CTX, CTX 2500, CTX
5500 DS, and CTX 9000 DSi are trademarks of InVision Technologies.
[InVision Technologies Logo]
PROPOSED ACQUISITION BY GENERAL ELECTRIC
- Consideration: $50 per share cash
- Anticipate closing second half of 2004
- Proxy statement will be mailed upon completion of SEC review process
- Closing subject to competition clearances and INVN stockholder approval
Slide 18
[InVision Technologies Logo]
CLOSING REMARKS
- Strong quarter for InVision
- Accelerating development of Aviation Security
- Continued and growing need for better overall Homeland security
- Big players are entering the Homeland security space
Thank you to all our employees and our stockholders for many years of support
and for helping us become the leader in aviation security!
Slide 19
[InVision Technologies Logo]
ADDITIONAL INFORMATION ABOUT THE PROPOSED ACQUISITION
AND WHERE YOU CAN FIND IT
In connection with the proposed acquisition by GE, InVision has filed a proxy
statement and other relevant materials with the Securities and Exchange
Commission (SEC). When the proxy statement has completed review by the SEC, it
will be mailed to all holders of InVision common stock. BEFORE MAKING ANY VOTING
DECISION WITH RESPECT TO THE PROPOSED ACQUISITION, INVESTORS AND STOCKHOLDERS OF
INVISION ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED ACQUISITION. The proxy statement and other
relevant materials, and any other documents filed by InVision with the SEC, may
be obtained free of charge at the SEC's website at www.sec.gov. In addition,
investors and stockholders of InVision may obtain free copies of the documents
filed with the SEC by contacting InVision Investor Relations at (510) 739-2511
or InVision Technologies, Inc., 7151 Gateway Boulevard, Newark, CA 94560. You
may also read and copy any reports, statements and other information filed by
InVision with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC's website for further information on its public reference room.
InVision and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the InVision stockholders in
favor of the proposed acquisition. Certain executive officers and directors of
InVision have interests in the acquisition that may differ from the interests of
stockholders generally, including acceleration of vesting of stock options and
continuation of director and officer insurance and indemnification. These
interests are described in the proxy statement.
Slide 20