SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report November 12, 1996
Commission File Number 0-21377
ROFIN-SINAR TECHNOLOGIES INC.
DELAWARE
45701 Mast Street
Plymouth, Michigan 48170
313/455-5400
I.R.S. Employment I. D. 38-3306461
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2
Item 5. OTHER EVENTS
On November 12, 1996, Rofin-Sinar Technologies Inc. (the "Company") issued a
press release announcing fourth quarter results and year end figures for the
period ending September 30, 1996, a copy of which is attached hereto as an
exhibit, and incorporated herein by reference thereto.
Item 7. EXHIBITS
(a) Press Release of the Company dated November 12, 1996.
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3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ROFIN-SINAR TECHNOLOGIES INC.
by /s/ Hinrich Martinen
--------------------------------------
Executive Vice President, Research and
Development/Operations and Chief
Technical Officer
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4
INDEX TO EXHIBITS
a) Press Release of the Company dated November 12, 1996.
Contacts: Derek Heins
Assistant Secretary and Controller
(313) 455-5450
-or-
James P. Prout
Taylor Rafferty Associates
(212) 889-4350
ROFIN-SINAR ANNOUNCES RECORD YEAR-END AND STRONG FOURTH
QUARTER RESULTS; SALES FOR THE YEAR RISE 25%; EARNINGS PER SHARE
INCREASE 127%
Plymouth, MI / Hamburg, Germany, November 12, 1996 -- Rofin-Sinar Technologies,
Inc. (NASDAQ: RSTI) today announced strong results for its fourth quarter and
record year-end figures for the period ending September 30, 1996. These results
are Rofin-Sinar's first as a publicly traded company following the completion of
its initial public offering of 11,500,000 shares of common stock at $9.50 per
share on September 30, 1996.
Financial Highlights
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months % Twelve months % Chg.
ended Chg. ended
--------------------------- --------------------------
9/30/96 9/30/95 9/30/96 9/30/95
--------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Sales $32,531 $27.006 +20.5 $115,903 $92,466 +25.3
Net Income 1,551 1,449 +7.0 7,289 3,213 +126.9
Pro forma earnings
per share $0.18 $0.17 +5.9 $0.84 $0.37 +127.0
</TABLE>
The pro forma earnings per share calculation is based on the weighted average
shares outstanding for each period presented which was 8,639,437 and 8,631,578
for the years ended September 30, 1996 and 1995, respectively.
Supplemental pro forma earnings per share and supplemental pro forma net income
calculation for the three month and twelve month periods are based on 11,500,000
shares outstanding and adjusted with supplemental pro forma interest income for
the net proceeds as though the transaction occurred on October 1, 1994.
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<TABLE>
<CAPTION>
Three months % Twelve months % Chg.
Supplemental ended Chg. ended
--------------------------- --------------------------
Pro Forma 9/30/96 9/30/95 9/30/96 9/30/95
--------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Income $1,785 $1,619 $8,076 $3,881
Earnings per share $0.15 $0.14 +7.1 $0.70 $0.34 +105.9
</TABLE>
Commenting on the results, Dr. Peter Wirth, Chairman and CEO of Rofin-Sinar
said: "We are extremely pleased with our fourth quarter and fiscal 1996 results.
These results reflect the successful implementation of our current business
strategy. We continue to experience strong demand across our product range,
particularly for laser marking applications and for our new diffusion cooled
CO2-Slab laser. The public offering created a very strong financial position for
us, enabling us to pursue new opportunities in the future."
FINANCIAL REVIEW
1996 Full Year
For the fiscal year ended September 30, 1996, net sales totaled $115.9 million,
an increase of 25.3% over $92.5 million in fiscal year 1995. Gross profit for
the year rose to $43.8 million from $35.3 million in 1995, a 24.2% increase. For
fiscal year 1996, net income increased 126.9% to $7.3 million. Supplemental pro
forma earnings per share equaled $0.70 based upon 11.5 million common shares
outstanding following the initial public offering.
Net sales of cutting and welding laser products increased by 20.8% to $83.9
million, while net sales of lasers for marking increased even faster, growing by
39.1% to $32. million. For the year net sales for cutting and welding products
accounted for 72.4% (1995: 75%) and for marking 27.6% (1995: 25%). This change
is a result of the strong demand for laser marking of electronic components in
South East Asia and the increase in shipments of label marking systems to the
automotive industry.
On a geographical basis, Rofin-Sinar's largest single market was North America
where net sales totaled $39.9 million (1995: $31.6 million) which is a 26.2%
increase. In Europe/Asia, net sales increased by 24.9% to $76 million from $60.9
million in 1995.
For Rofin-Sinar's three principal industrial markets, machine tools industry
customers accounted for 31% of 1996 total sales (1995: 36%), automotive
accounted for 27% (1995: 23%) and semiconductors and electronics accounted for
15% (1995: 13%). The balance of sales is attributable to a wide variety of other
industries.
Based on a headcount of 453 at September 30, 1996, net sales per
employee rose by 12.8% to $256,000 from $227,000 in fiscal 1995, as a result of
the continuing efforts to increase productivity.
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Research and development expenditures grew to $9.3 million, or 8.1% of net
sales.
Order backlog on September 30, 1996 totaled $35.9 million, 35.5% increase over
backlog at the end of fiscal 1995.
Fourth Quarter
For the three months ended September 30, 1996, net sales totaled $32.5 million,
an increase of 20.5% over net sales in the fourth quarter last year.
Gross profit for the fourth quarter rose to $11.9 million from $10.3 million in
the fourth quarter last year, a 15.5% increase. For the fourth quarter of fiscal
1996, net income increased to $1.6 million, or 7.0%, from $1.5 million last
year. Supplemental pro forma earnings per share were $0.15 on 11,500,000 shares
outstanding after the initial public offering.
By product line, net sales of lasers for cutting and welding increased 34.2% to
$24 million. Net sales for laser marking product were $8.5 million, 6.7% lower
than the fourth quarter last year. Fourth quarter 1995 net sales of laser
markers represented an overproportional (approximately 40%) portion of annual
marker revenue.
Geographically, net sales in the fourth quarter were as follows: North America
$12.5 million, up 20.8% versus the comparable quarter last year; Europe/Asia
$20.0 million, up 20.2%.
R&D spending was $3.5 million. In the fourth quarter 1995, R&D expenses were
below average due to higher government grants; while in the fourth quarter R&D
expenses included a special expense of $0.95 million for the diode pumped solid
state laser program.
1996 OPERATIONAL HIGHLIGHTS
There were a number of key operational and organizational developments during
1996, including:
o the Group's successful initial public offering in September 1996, during
which 11.5 million shares were placed in the international capital markets.
The shares now trade on the NASDAQ NMS system;
o introduction of new products; a 2.5 kilowatt diffusion cooled CO2-Slab
laser, a 2.5 kilowatt Nd:YAG laser and 50 Watt Nd:YAG laser especially
designed for welding dental components. Each of these products present new
opportunities for the Company in the coming years;
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o completion of an exclusive contract with the Fraunhofer Institute for Laser
Technology in Aachen to develop multi-kilowatt diode pumped solid state
lasers for industrial material processing;
o expansion into new markets with the opening of a sales and application
center in Tempe, Arizona, specially dedicated to the laser marking
business, and a service office in Hong Kong.
RSTI, headquartered in Plymouth, MI, with production facilities in US, Germany
and Japan designs, develops, engineers, and manufactures industrial laser
products for cutting, welding and marking a wide range of materials.
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(Tables to follow)
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ROFIN-SINAR TECHNOLOGIES INC.
CONSOLIDATED STATEMENT OF EARNINGS
Three months
ended Year-ended
--------------------- ----------------------
9/30/96 9/30/95 9/30/96 9/30/95
------------------------------------------------
(in thousands except per share data)
------------------------------------------------
- - Cutting/Welding $ 24,054 $ 17,923 $ 83,884 $ 69,442
- - Marking 8,477 9,083 32,019 23,024
Net sales 32,531 27,006 115,903 92,466
Cost of goods sold 20,630 16,687 72,096 57,162
--------- --------- --------- ---------
Gross profit 11,901 10,319 43,807 35,304
Selling, general, and
administrative expenses 6,024 6,139 21,245 20,673
Research and development
expenses 3,485 816 9,335 6,719
--------- --------- --------- ---------
Income from operations 2,392 3,364 13,227 7,912
Net interest expense 220 325 1,010 1,272
Other expenses (income) 19 263 (28) 375
--------- --------- --------- ---------
Income before income taxes 2,153 2,776 12,245 6,265
Income tax expenses 602 1,327 4,956 3,052
--------- --------- --------- ---------
Net income 1,551 1,449 7,289 3,213
========= ========= ========= =========
Pro forma net income per
common share $ 0.18 $ 0.17 $ 0.84 $ 0.37
The pro forma net income per share calculation is based on the weighted average
shares outstanding for each period presented which was 8.639,437 and 8,631,578
for the years ended September 30,1996 and 1995, respectively
Supplemental pro forma net
income per common
share $0.15 $0.14 $0.70 $0.34
Supplemental pro forma earnings per share calculation for the three month and
twelve month periods are based on 11,500,000 shares outstanding and adjusted
with supplemental pro forma interest income for the net proceeds.
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10
ROFIN-SINAR TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
At At
9/30/96 9/30/95
------- -------
(in thousands
ASSETS
Cash $ 34,869 $ 691
Trade accounts receivable, net 31,235 25,152
Inventories net 34,352 28,169
Other current assets 6,752 8,062
-------- --------
Total current asset 107,208 62,074
-------- --------
Net Property and equipment 24,735 27,115
Other non-current assets 1,108 1,806
Total non-current assets 25,843 28,921
-------- --------
Total asset $133,051 $ 90,995
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Short-term debt 24,453 28,805
Accounts payable, trade 5,508 5,640
Other current liabilities 20,971 13,099
-------- --------
Total current liabilities 50,932 47,544
-------- --------
Other non-current liabilities 3,011 3,778
-------- --------
Total liabilities 53,943 51,322
-------- --------
Net stockholders' equity 79,108 39,673
-------- --------
Total liabilities and stockholders' equity $133,051 $ 90,995
======== ========
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