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GSI Group Reports Fourth Quarter Results

 Company Reports Qualifications at New Accounts and Bookings of $91.1 Million

    BILLERICA, Mass., Feb. 21 /PRNewswire-FirstCall/ -- GSI Group Inc.,
(Nasdaq: GSIG), a supplier of precision motion components, lasers and laser
systems, today announced financial results for the fourth quarter ended
December 31, 2005.
    Revenue for the fourth quarter of 2005 was $66.5 million, as compared to
$80.0 million for the fourth quarter of 2004.  Net income was $4.4 million or
$0.10 per diluted share for the fourth quarter of 2005 as compared to $8.6
million, or $0.21 per diluted share for the fourth quarter of 2004.  These
results compare to revenue of $62.6 million and net income of $2.0 million or
$0.05 per diluted share in the third quarter of 2005.
    Revenue for the total year of 2005 was $260.8 million, as compared to
$330.0 million for the total year 2004.  Net income for the total year 2005
was $9.7 million or $0.23 per diluted share as compared to net income of $41.5
million or $0.98 per diluted share for the total year of 2004.
    "In the fourth quarter, we saw both a recovery in capital spending in our
semiconductor market and a market share gain, particularly with existing
customers.  Last year we also earned qualification at two new semiconductor
manufacturers and just recently became qualified at another significant
account.  These successful qualifications will make a portion of the market
available to us, which was previously un-served by GSI," said Charles Winston,
CEO of GSI Group.
    Winston continued, "Growing demand from the printed circuit board market,
combined with an unanticipated order in the fourth quarter from the previously
dormant mixed signal market are also positive signs for our business in the
coming quarters."

    Fourth Quarter Business Highlights:
    * Bookings of $91.1 million increased $30.3 million from the third quarter
      2005.
    * Two business segments reported strong increases in sequential bookings
      levels with the Systems Segment up 116% and Precision Motion up 23%.
    * The new M350 Wafer Trim system was introduced to increase throughput and
      accuracy.
    * Total Company gross margin rates increased to 42.9%, as compared to
      39.4% in the third quarter 2005.
    * Cash, cash equivalents and marketable short-term investments increased
      $2.5 million to $96.0 million, from $93.5 million in the third quarter.
      Cash received in January 2006 from the sale of an unused Minnesota
      facility brings current cash levels above $100.0 million.

    Business Outlook:
    The Company anticipates the following results for the first quarter of
2006:
    * Revenue to be in the range of $70.0 million to $75.0 million.
    * Gross margin rates to be approximately 41%, plus or minus 1 point
      depending on product mix.
    * Diluted per share earnings to be in the range of $0.09 to $0.11.

    Dial In: February 22nd at 8:30am EDT
    GSI Group will host a conference call for investors at 8:30 a.m. Eastern
Time on February 22nd.  To participate, call 913-981-4902.  A replay of the
call will be available by dialing 719-457-0820.  Access code: 7844127.  The
conference call also will be broadcast live over the Internet in listen-only
mode at http://www.gsig.com.

    About GSI Group Inc.
    GSI Group Inc. supplies precision motion control products, lasers and
laser-based advanced manufacturing systems to the global medical,
semiconductor, electronics, and industrial markets.  GSI Group Inc.'s common
shares are listed on Nasdaq (GSIG).

    Certain statements in this news release may constitute forward-looking
statements within the meaning of the United States Private Securities
Litigation Reform Act of 1995, Section 27A of the United States Securities Act
of 1933 and Section 21E of the United States Securities Exchange Act of 1934.
These forward-looking statements may relate to anticipated financial
performance, management's plans and objectives for future operations, business
prospects, outcome of regulatory proceedings, market conditions, tax issues
and other matters.  All statements contained in this news release that do not
relate to matters of historical fact should be considered forward-looking
statements, and are generally identified by words such as "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "objective" and other
similar expressions.  Readers should not place undue reliance on the forward-
looking statements contained in this news release.  Such statements are based
on management's beliefs and assumptions and on information currently available
to management and are subject to risks, uncertainties and changes in
condition, significance, value and effect.  Other risks include the fact that
the Company's sales have been and are expected to continue to be dependent
upon customer capital equipment expenditures, which are, in turn, affected by
business cycles in the markets served by those customers.  Other factors
include volatility in the semiconductor industry, the risk of order delays and
cancellations, the risk of delays by customers in introducing their new
products and market acceptance of products incorporating subsystems supplied
by the Company, similar risks to the Company of delays in its new products,
our ability to continue to reduce costs and capital expenditures, our ability
to focus R&D investment and integrate acquisitions, changes in applicable
accounting standards, tax regulations or other external regulatory rules and
standards, and other risks detailed in reports and documents filed by the
Company with the United States Securities and Exchange Commission and with
securities regulatory authorities in Canada.  Such risks, uncertainties and
changes in condition, significance, value and effect, many of which are beyond
the Company's control, could cause the Company's actual results and other
future events to differ materially from those anticipated.  The Company does
not, however, assume any obligation to update these forward-looking statements
to reflect actual results, changes in assumptions or changes in other factors
affecting such forward-looking statements.
    GSI-G

    For more information contact: Investor Relations, 978-439-5511, Ray Ruddy,
(ext. 6170)



                                GSI GROUP INC.
                   CONSOLIDATED BALANCE SHEETS (Unaudited)
      (U.S. GAAP and in thousands of U.S. dollars, except share amounts)

                                                  December 31, December 31,
                                                      2005           2004
                                  ASSETS
    Current
     Cash and cash equivalents                       $69,286        $82,334
     Short-term investments                           26,757          2,995
     Accounts receivable, less allowance of $1,592
      (December 31, 2004 - $2,470)                    55,348         60,314
     Income taxes receivable                           2,517          2,287
     Inventories                                      63,475         60,319
     Deferred tax assets                              10,630         13,094
     Other current assets                             20,357         10,311
      Total current assets                           248,370        231,654
    Net property, plant and equipment
     and other long-term assets; including net
     intangible assets and goodwill                  125,074        154,510
                                                    $373,444       $386,164
                   LIABILITIES AND STOCKHOLDERS' EQUITY
    Current
     Accounts payable                                $14,998        $18,462
     Income taxes payable                              2,475          4,045
     Accrued compensation and benefits                 9,212         13,160
     Other accrued expenses                           14,625         21,327
      Total current liabilities                       41,310         56,994
    Deferred compensation                              2,576          2,178
    Deferred tax liabilities                          13,252         11,521
    Other liability                                        -             27
    Accrued minimum pension liability                  9,750          9,881
      Total liabilities                               66,888         80,601
    Commitments and contingencies
    Stockholders' equity
     Common shares, no par value;
      Authorized shares: unlimited;
      Issued and outstanding: 41,628,171
      (December 31, 2004 - 41,449,270)               309,545        308,669
     Additional paid-in capital                        3,339          3,289
     Retained earnings (accumulated deficit)           7,688        (1,969)
     Accumulated other comprehensive loss           (14,016)        (4,426)
      Total stockholders' equity                     306,556        305,563
                                                    $373,444       $386,164



                                GSI GROUP INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
      (U.S. GAAP and in thousands of U.S. dollars, except share amounts)

                            Three Months Ended         Twelve Months Ended
                        December 31, December 31,  December 31, December 31,
                            2005         2004          2005         2004
    Sales                  $66,493      $79,951     $260,784     $330,012
    Cost of goods sold      37,944       48,868      156,914      196,573
    Gross profit            28,549       31,083      103,870      133,439
    Operating expenses:
     Research and
      development and
      engineering            6,703        6,652       25,671       23,975
     Selling, general
      and administrative    14,958       13,617       59,995       57,256
     Amortization of
      purchased intangibles  1,623        1,627        6,656        5,951
     Acquired in-process
      research and development   -         (40)            -          390
     Restructuring             457          573          457          573
     Other                    (50)            -        (355)            -
      Total operating
       expenses             23,691       22,429       92,424       88,145
    Income from operations   4,858        8,654       11,446       45,294
     Other income (expense)  (147)            -        (139)          104
     Interest income           641          336        1,942          980
     Interest expense        (169)        (104)        (291)        (263)
     Foreign exchange
      transaction gains
      (losses)                 315        (789)          906      (1,129)
    Income before
     income taxes            5,498        8,097       13,864       44,986
    Income tax provision
     (benefit)               1,118        (498)        4,207        3,515
    Net income              $4,380       $8,595       $9,657      $41,471
    Net income per
     common share:
     Basic                   $0.11        $0.21        $0.23        $1.01
     Diluted                 $0.10        $0.21        $0.23        $0.98
    Weighted average
     common shares
     outstanding (000's)    41,618       41,281       41,548       41,124
    Weighted average
     common shares
     outstanding for
     diluted net income
     per common share
     (000's)                41,968       41,854       41,856       42,125



                                GSI GROUP INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                 (U.S. GAAP and in thousands of U.S. dollars)

                            Three months ended         Twelve months ended
                        December 31,  December 31, December 31, December 31,
                            2005          2004         2005        2004
    Cash flows from
     operating activities:
    Net income              $4,380       $8,595       $9,657      $41,471
    Adjustments to
     reconcile net income
     to net cash provided by
     (used in)
     operating activities:
     Loss on sale of
      assets and investments   173            -          370           15
     Translation gain on
      liquidation of a
      subsidiary                 -            -            -        (119)
     Unrealized loss
      (gain) on derivatives      -          123         (36)           35
     Acquired in-process
      research and development   -         (40)            -          390
     Stock-based compensation   36           22           52         (64)
     Depreciation and
      amortization           3,351        3,856       13,716       13,618
     Deferred income taxes     383      (2,709)      (2,465)     (15,385)
    Changes in current
     assets and liabilities:
     Accounts receivable   (4,347)        4,920        1,892        (992)
     Inventories             (982)        1,149      (5,753)     (12,716)
     Other current assets    2,405          258      (2,027)      (1,014)
     Accounts payable,
      accrued expenses,
      and taxes (receivable)
      payable              (1,241)      (8,082)     (10,542)       10,158
    Cash provided by
     operating activities    4,158        8,092        4,864       35,397

    Cash (used in)
     provided by investing
     activities           (18,199)        7,937     (14,969)     (22,575)

    Cash provided by
     financing activities       88        1,263          850        3,232

    Effect of exchange
     rates on cash and
     cash equivalents        (931)        1,822      (3,793)        2,245
    (Decrease) increase
     in cash and
     cash equivalents     (14,884)       19,114     (13,048)       18,299
    Cash and cash
     equivalents,
     beginning of period    84,170       63,220       82,334       64,035
    Cash and cash
     equivalents,
     end of period         $69,286      $82,334      $69,286      $82,334



                                GSI GROUP INC.
                 Consolidated Analysis By Segment (unaudited)
                         (thousands of U.S. dollars)


                            Three Months Ended        Twelve Months Ended
                        December 31, December 31, December 31, December 31,
                            2005         2004         2005         2004
    Sales:
    Precision Motion
     Group                 $35,274      $35,456     $139,914     $152,726
    Laser Group              7,870       11,801       39,566       46,692
    Laser Systems Group     24,589       35,786       88,201      148,161
    Intersegment sales
     elimination           (1,240)      (3,092)      (6,897)     (17,567)
    Total                  $66,493      $79,951     $260,784     $330,012

    Gross profit %:
    Precision Motion Group   40.5%        35.4%        40.2%        36.8%
    Laser Group              31.4%        29.6%        31.7%        29.7%
    Laser Systems Group      47.4%        42.8%        39.6%        43.7%
    Intersegment sales
     elimination           (11.8%)         9.4%       (2.1%)         8.1%
    Total                    42.9%        38.9%        39.8%        40.4%

    Segment income from operations:
    Precision Motion Group  $5,165       $3,870      $18,814      $23,035
    Laser Group              (947)          287        (747)        1,517
    Laser Systems Group      4,981        9,289       10,462       40,846
    Total by segment         9,199       13,446       28,529       65,398
    Unallocated amounts:
     Corporate expenses      3,819        4,233       16,511       18,204
     Amortization of
      purchased intangibles
      not allocated
      to a segment              26           26          106          937
     Acquired in-process
      research and development   -         (40)            -          390
     Restructuring             457          573          457          573
     Other                      39            -            9            -
    Income from operations  $4,858       $8,654      $11,446      $45,294



                                GSI GROUP INC.
         Consolidated Sales Analysis By Geographic Region (unaudited)
                          (millions of U.S. dollars)


                                            Three months ended
                               December 31, 2005          December 31, 2004
                              Sales        % of          Sales       % of
                                          Total                     Total
    North America            $26.9          41%        $21.9          28%
    Latin and South America    0.3            -          0.3            -
    Europe (EMEA)             10.8           16         15.1           19
    Japan                     11.0           17         31.4           39
    Asia-Pacific, other       17.5           26         11.2           14
     Total                   $66.5         100%        $79.9         100%


                                          Twelve months ended
                               December 31, 2005          December 31, 2004
                              Sales         % of         Sales       % of
                                           Total                    Total
    North America           $104.8          40%       $139.1          43%
    Latin and South America    1.4            1          1.4            -
    Europe (EMEA)             44.7           17         53.2           16
    Japan                     44.7           17         76.0           23
    Asia-Pacific, other       65.2           25         60.3           18
     Total                  $260.8         100%       $330.0         100%


SOURCE GSI Group Inc.




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    CONTACT:
    Ray Ruddy, Investor Relations of GSI Group
    Inc., +1-978-439-5511 ext. 6170