UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________ to _________________
Commission file number: 000-21377
Rofin-Sinar Technologies Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3306461
----------------------------------- -----------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45701 Mast Street, Plymouth, MI 48170
------------------------------------------ -------------
(Address of principal executive offices) (Zip Code)
(313) 455-5400
------------------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes x/ No
11,510,500 shares of the registrant's common stock, par value $.01 per share,
were outstanding as of February 13, 1997.
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<PAGE>
ROFIN-SINAR TECHNOLOGIES INC.
INDEX
PART I. FINANCIAL INFORMATION Page No.
Item 1
------
Condensed Consolidated Balance Sheets ---- 3
September 30, 1996 and December 31, 1996
Condensed Consolidated Statements of Income --- 5
Three months ended December 31, 1995 and
December 31, 1996
Condensed Consolidated Statements of Cash Flows --- 6
Three months ended December 31, 1995 and
December 31, 1996
Notes to Condensed Consolidated Financial Statements 7
Item 2
------
Management's Discussion and Analysis of Financial 9
Condition and Results of Operations
PART II. OTHER INFORMATION 15
SIGNATURES 16
2
<PAGE>
PART I. FINANCIAL INFORMATION
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(dollars in thousands)
September 30, December 31,
1996 1996
------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 34,869 $ 11,506
Short-term investments 0 25,000
Trade accounts receivable, net 31,235 31,017
Inventories (Note 2) 34,353 32,744
Deferred income tax assets - current 2,779 2,760
Other current assets and prepaid expenses 1,695 2,193
-------- --------
Total current assets 104,931 105,220
Property and equipment, net 24,735 24,027
Deferred income tax assets - noncurrent 3,244 2,760
Other assets 142 142
-------- --------
Total assets $133,052 $132,149
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Line of credit (Note 3) $ 18,426 $ 0
Bank loans (Note 3) 6,354 19,946
Accounts payable, trade 5,508 9,067
Accrued liabilities 20,722 19,739
Deferred income tax liability - current 498 393
-------- --------
Total current liabilities 51,508 49,145
Pension obligations 3,518 2,943
Minority interests 26 29
-------- --------
Total liabilities 55,052 52,117
Stockholders' equity
Preferred stock, 5,000,000 shares authorized,
none issued or outstanding 0 0
Common stock, $0.01 par value, 50,000,000
shares authorized, 11,510,500 issued and
outstanding 115 115
Additional paid-in-capital 75,700 75,700
3
<PAGE>
September 30, December 31,
1996 1996
------------- ------------
Cumulative foreign currency translation
adjustment 2,185 1,539
Retained earnings 0 2,678
Total stockholders' equity $ 78,000 $ 80,032
-------- --------
Total liabilities and stockholders' equity $133,052 $132,149
-------- --------
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Three Months Ended December 31, 1995 and 1996
(dollars in thousands, except per share amounts)
December 31, December 31,
1995 1996
------------- ------------
Net sales $ 23,748 $ 34,034
Cost of goods sold 14,585 21,921
------------ ------------
Gross profit 9,163 12,113
Selling, general, and administrative expenses 4,764 5,883
Research and development expenses 1,712 2,156
------------ ------------
Income from operations 2,687 4,074
------------ ------------
Other expense (income):
Interest expense (income), net 273 (174)
Other expenses (income) 23 (96)
------------ ------------
Income before income taxes 2,391 4,344
Income tax expense 956 1,666
------------ ------------
Net income $ 1,435 $ 2,678
------------ ------------
Pro forma net income per common share $ 0.17 $ 0.23
------------ ------------
Weighted average shares used in computing
pro forma net income per share 8,631,578 11,565,250
------------ ------------
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended December 31, 1995 and 1996
(dollars in thousands, except per share amounts)
December 31, December 31,
1995 1996
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,435 $ 2,678
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Changes in operating assets and liabilities (5,402) 3,146
Other adjustments 185 551
-------- --------
Net cash provided (used) by operating
activities (3,782) 6,375
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of short term investments 0 (25,000)
Proceeds from the sale of equipment 14 0
Additions to furniture and equipment (301) (259)
-------- --------
Net cash provided (used) by investing
activities (287) (25,259)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in former parent capital (1,365) 0
Repayment of former parent loans (2,440) (18,200)
Borrowings from former parent 5,900 0
Borrowings from bank 1,718 13,768
-------- --------
Net cash provided (used) by financing
activities 3,813 (4,432)
-------- --------
Effect of foreign currency translation on cash 17 (47)
-------- --------
Net increase (decrease) in cash and cash equivalents (239) (23,363)
Cash and cash equivalents at beginning of period 691 34,869
-------- --------
Cash and cash equivalents at end of period 452 11,506
-------- --------
See accompanying notes to condensed consolidated financial statements.
6
<PAGE>
Rofin-Sinar Technologies Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(dollars in thousands)
1. The accompanying consolidated condensed financial statements have been
prepared in conformity with generally accepted accounting principles,
consistent with those reflected in the Company's annual report to
stockholders for the year ended September 30, 1996. All adjustments
necessary for a fair presentation have been made which comprise only
normal recurring adjustments; however, interim results of operations
are not necessarily indicative of results to be expected for the year.
2. Balance Sheet Detail:
Inventories are stated at the lower of cost (first-in, first-out or
weighted average) or market, and are summarized as follows:
September 30, December 31,
1996 1996
------------- ------------
Finished goods $ 6,586 $ 5,403
Work in progress 8,027 8,740
Raw materials and supplies 8,087 8,800
Demonstration inventory 5,015 3,792
Service parts 6,638 6,009
------ ------
Total inventories, net $34,353 $32,744
------ ------
Accrued liabilities are comprised of the following:
September 30, December 31,
1996 1996
------------- ------------
Employee compensation $ 5,274 $ 5,002
Warranty reserves 4,427 4,383
Deferred revenue 2,548 1,063
Income taxes payable 3,636 4,796
Customer deposits 402 1,346
Other 4,435 3,149
------ ------
Total accrued liabilities $20,722 $19,739
------ ------
3. The line of credit represents intercompany borrowings outstanding from
the former parent of $0 and $18,426 at December 31, 1996 and September
30, 1996, respectively. In October 1996 the Company paid off its
outstanding line of credit balance. In addition, the Company obtained a
one year $25,000 revolving loan facility with Deutsche Bank AG to
support its working capital needs. As of December 31, 1996, $12,946 was
borrowed under this loan facility by the Company's German subsidiary at
a fixed interest rate of 3.9 percent. The
7
<PAGE>
Company's Italian subsidiary borrowed $1,200 under such facility at a
fixed interest rate of 9.0 percent. The Company's Japanese subsidiary
had loans with the Bank of Yokohama, Sumitomo Bank, and Deutsche Bank
AG totaling $5,800 at December 31, 1996. Interest on the loans is at
floating market rates and was 2.1 percent, 1.1 percent, and 1.2
percent, respectively, at December 31, 1996.
4. Certain prior period amounts have been reclassified to conform with the
current quarter presentation.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include the following:
Industry Concentration and Cyclicality; Dependence on Sales by Third Parties
The Company's business is significantly dependent on capital
expenditures by manufacturers in the Machine Tool, Automotive and Semiconductor
& Electronics industries. These industries are cyclical and have historically
experienced periods of oversupply, resulting in significantly reduced demand for
capital equipment, including the products manufactured and marketed by the
Company. For the foreseeable future, the Company's operations will continue to
be dependent on capital expenditures in these industries which, in turn, are
largely dependent on the market demand for their products. The Company's net
sales and results of operations may be materially adversely affected if
downturns or slowdowns in the Machine Tool, Automotive and Semiconductor &
Electronics industries occur in the future.
The Company's net sales are dependent in part upon the ability of its
OEM customers to develop and sell systems that incorporate the Company's laser
products. Adverse economic conditions, large inventory positions, limited
marketing resources and other factors affecting these OEM customers could have a
substantial impact upon the Company's financial results. No assurances can be
given that the Company's OEM customers will not experience financial or other
difficulties that could adversely affect their operations and, in turn, the
financial condition or results of operations of the Company.
Variability and Uncertainty of Quarterly Operating Results; Potential Volatility
of Stock Price
The Company has experienced and expects to continue to experience some
fluctuations in its quarterly results. The Company believes that fluctuations in
quarterly results may cause the market price of its Common Stock to fluctuate,
perhaps substantially. Factors which may have an influence on the Company's
operating results in a particular quarter include the timing of the receipt of
orders from major customers, product mix, competitive pricing pressures, the
relative proportions of domestic and international sales, the Company's ability
to design, manufacture and introduce new products on a cost-effective and timely
basis, the delay between incurrence of expenses to further develop marketing and
service capabilities and realization of benefits from such improved
capabilities, and the introduction of new products by the Company and its
competitors. In addition, the Company's backlog at any given time is not
necessarily indicative of actual sales for any succeeding period. The Company's
sales will often reflect orders shipped in the same quarter that they are
received. Moreover, customers may cancel or reschedule shipments, and production
difficulties could delay shipments. Accordingly, the Company's results of
operations are subject to significant variability from quarter to quarter.
9
<PAGE>
Other factors which the Company believes may cause the market price of
its Common Stock to fluctuate, perhaps substantially, include announcements of
new products, technologies or customers by the Company or its competitors and
developments with respect to intellectual property and shortfalls in the
Company's operations relative to analysts' expectations. In addition, in recent
years, the stock market in general, and the shares of technology companies in
particular, have experienced wide price fluctuations. These broad market and
industry fluctuations, particularly in the Semiconductor & Electronics industry,
may adversely affect the market price of the Company's Common Stock.
Currency Risk
Although the Company reports its results in U.S. dollars, approximately
two-thirds of its sales are denominated in other currencies, including primarily
German marks, as well as French francs, Italian lire and Japanese yen. Although
a predominant portion of the Company's cost of goods sold, selling, general and
administrative expenses and research development expenses are incurred in German
marks, net sales and costs and related assets and liabilities are generally
denominated in the functional currencies of the operations, thereby serving to
reduce the Company's exposure to exchange gains and losses. Exchange differences
upon translation from each operation's functional currency to U.S. dollars are
accumulated as a separate component of equity. The currency translation
adjustment component of shareholders' equity changed from a $2.2 million credit
at September 30, 1996 to a $1.5 million credit at December 31, 1996. This change
arose primarily from the strengthening of the U.S. dollar against the German
mark, and reflects the fact that a high proportion of the Company's capital is
invested in its German operations, whose functional currency is the German mark.
The fluctuation of the German mark and the other functional currencies against
the U.S. dollar has had the effect of increasing and decreasing (as applicable)
reported net sales as well as cost of goods sold and gross margin and selling,
general and administrative expenses denominated in such foreign currencies when
translated into U.S. dollars as compared to prior periods. Although historically
the Company's subsidiaries have not paid dividends, a further area of currency
exposure may in the future be represented by the payment of dividends, if any,
by the Company's operating subsidiaries in their respective functional
currencies.
The Company has implemented a policy to hedge up to 50% of its net
foreign currency exposure utilizing forward exchange contracts, forward exchange
options and currency swap contracts. The Company has also implemented a policy
to continue to borrow in each operating subsidiary's functional currency to
reduce exposure to exchange gains and losses. There can be no assurance that
changes in currency exchange rates will not have a material adverse effect on
the Company's business, financial condition and results of operations.
Competition
The laser industry is characterized by significant price competition.
The Company's current and proposed laser products and laser marking products
compete with those of several well-established companies, some of which are
larger and have substantially greater financial, managerial and technical
resources, more extensive distribution and service networks and larger installed
customer bases than the Company. The Company believes that this competition will
be particularly intense in the Nd:YAG solid state laser markets, as many
companies have committed significant research and development resources to
pursue opportunities in these markets. There can be no assurance that the
Company will successfully differentiate its current and proposed products from
the products of its competitors or that the marketplace will consider the
Company's products to be superior to competing products. With respect to the
10
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Company's laser marking products, because many of the components required to
develop and produce a laser-based marking system are commercially available,
barriers to entry into this market are relatively low, and the Company expects
new competitive product entry in this market. To maintain its competitive
position in this market, the Company believes that it will be required to
continue a high level of investment in engineering, research and development,
marketing and customer service and support. There can be no assurance that the
Company will have sufficient resources to continue to make such investments,
that the Company will be able to make the technological advances necessary to
maintain its competitive position, or that its products will receive market
acceptance.
Risks Relating to Sales Growth in CO2 and Nd:YAG Lasers
In recent years, the Company has experienced a period of rapid growth,
attributable in large part to the demand for its laser marking products. If the
Company is to maintain or increase the rate of growth of its laser sales in the
near term, such sales will have to come through increases in market share for
the Company's existing products, through the development of new products or
through the Company's acquisition of its competitors or their products. To date,
a substantial portion of the Company's revenue has been derived from sales of
high-powered CO2 laser sources and, more recently, solid state flash lamp-pumped
laser sources. The Company intends to devote substantial resources to increasing
the output power of its diffusion-cooled CO2 Slab laser sources and to
developing diode-pumped Nd:YAG solid state laser products in accordance with
market demand. The Company is currently focused on reducing the manufacturing
costs of its diffusion-cooled CO2 Slab lasers to achieve more attractive
pricing. The Company's diode-pumped lasers, however, are in an early stage of
development and are not expected to result in marketable products prior to 1998.
A large part of the Company's growth strategy depends upon being able to
increase substantially its market share for laser marking products, particularly
in the United States. If the Company is unable to implement its strategy of
increasing its market share for laser marking products and of expanding its
product range to include higher output power diffusion-cooled CO2 Slab lasers
and diode-pumped Nd:YAG solid state lasers at attractive prices, it may not be
able to achieve its anticipated rate of growth, as a result of which its
business, operating results and financial condition could be adversely affected.
No assurance can be given that the Company will successfully expand its marking
products' market share, increase the output power of its diffusion-cooled CO2
Slab laser sources or develop diode-pumped Nd:YAG solid state laser products, or
that any such products will achieve market acceptance or not be rendered
obsolete or uncompetitive by products of other companies.
While there are currently no commitments with respect to any future
acquisitions, the Company's business strategy includes the expansion of its
products and services, which may be effected through acquisitions. The Company
from time to time reviews various opportunities to acquire businesses,
technologies or products complementary to the Company's present business.
Although management expects to analyze any such opportunity carefully before
committing the Company's resources, there can be no assurance that the Company
will be able to integrate any acquired business effectively or that any
acquisition will result in long-term benefits to the Company.
Conflicting Patents and Other Intellectual Property Rights of Third Parties;
Limited Protection of Intellectual Property
The Company from time to time receives notices from third parties
alleging infringement of such parties' patent or other intellectual property
rights by the Company's products. While such
11
<PAGE>
notices are common in the Company's industry and the Company has in the past
been able to develop non-infringing technology or license necessary patents or
technology on commercially reasonable terms, there can be no assurance that the
Company would in the future prevail in any litigation seeking damages or
expenses from the Company or to enjoin the Company from selling its products on
the basis of such alleged infringement, or that the Company would be able to
develop any non-infringing technology or license any valid and infringed patents
on commercially reasonable terms. In the event any third party made a valid
claim against the Company or its customers and a license were not made available
to the Company on commercially reasonable terms, the Company would be adversely
affected.
The Company's future success depends in part upon its intellectual
property, including trade secrets, know-how and continuing technological
innovation. There can be no assurance that the steps taken by the Company to
protect its intellectual property will be adequate to prevent misappropriation
or that others will not develop competitive technologies or products. The
Company currently holds 32 United States and foreign patents on its laser
sources which expire from 1997 to 2014. There can be no assurance that other
companies are not investigating or developing other technologies that are
similar to the Company's, that any patents will issue from any application filed
by the Company or that, if patents do issue, the claims allowed will be
sufficiently broad to deter or prohibit others from marketing similar products.
In addition, there can be no assurance that any patents issued to the Company
will not be challenged, invalidated or circumvented, or that the rights
thereunder will provide a competitive advantage to the Company.
Risks Associated with International Operations
The Company's products are currently marketed in approximately 25
countries, with Germany, the rest of Europe, the United States and the
Asia/Pacific region being the Company's principal markets. Sales in the
Company's principal markets are subject to risks inherent in international
business activities, including, in particular, general economic conditions in
each such country, overlap of differing tax structures, management of an
organization spread over various jurisdictions, unexpected changes in regulatory
requirements and compliance with a variety of foreign laws and regulations.
Other general risks associated with international operations include import and
export licensing requirements, trade restrictions and changes in tariff and
freight rates. The business and operations of the Company's principal
subsidiary, RSL, are primarily subject to the changing economic and political
conditions prevailing from time to time in Germany. Although productivity in
Germany is generally high, labor costs, corporate taxes and employee benefit
expenses are high and weekly working hours are shorter in Germany compared to
the rest of the European Union, the United States and Japan.
Overview
Rofin-Sinar is a leader in the design, development, engineering,
manufacture and marketing of laser-based products used for cutting, welding and
marking a wide range of industrial materials. During the first quarter of fiscal
year 1996 and fiscal year 1997, respectively, approximately 70% and 75% of the
Company's revenues were from sales and servicing of laser products for cutting
and welding applications and approximately 30% and 25% were from sales and
servicing of laser products for marking applications.
Through its global manufacturing, distribution and service network, the
Company provides a comprehensive range of laser solutions to three principal
target markets for material processing lasers:
12
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the Machine Tool, Automotive and Semiconductor & Electronics industries. The
Company sells directly to industrial end-users, to OEMs who integrate
Rofin-Sinar's laser sources with other system components and to distributors.
Many of Rofin-Sinar's customers are among the largest global participants in
their respective industries.
Results of Operations
For the periods indicated, the following table sets forth the
percentage of net sales represented by the respective line items in the
Company's consolidated statements of operations.
Three Months Ended December 31,
1995 1996
---------- ----------
Net sales 100.0% 100.0%
Cost of goods sold 61.4% 64.4%
Gross profit 38.6% 35.6%
Selling, general and administrative expenses 20.1% 17.3%
Research and development expenses 7.2% 6.3%
Income from operations 11.3% 12.0%
Income before income taxes 10.1% 12.8%
Net income 6.0% 7.9%
Net Sales - Net sales of $34.0 million were up significantly in the
first quarter of fiscal 1997, increasing by $10.3 million, or 43%, from the same
period of fiscal 1996. The improvement resulted from net sales increase of $4.4
million, or 55%, in the United States, and $5.9 million, or 38%, in Europe/Asia.
Net sales of laser products for cutting and welding applications increased by
$8.9 million to $25.4 million, or 54%, as compared to the same period for fiscal
1996, while net sales of lasers for marking increased by $1.4 million to $8.6
million, or 19%, as compared to fiscal 1996. The strong increase in cutting and
welding products is caused mainly by the increasing acceptance and penetration
of laser welding systems in the automotive industry and their first tier
suppliers and by the success the Company's diffusion-cooled CO2-Slab laser is
experiencing in the marketplace.
Cost of Goods Sold - Cost of goods sold of $21.9 million in the first
quarter of fiscal 1997 increased by $7.3 million, or 50.3%, over the comparable
prior period, and reflected the increase in net sales and lower margin
multiple-unit system shipments.
Gross Profit - The Company's gross profit of $12.1 million, or 35.6% of
net sales in the first quarter of fiscal 1997 represents a $2.9 million, or
32.2%, increase in gross profit over the same period of the prior year. This is
due to the significant growth in sales between these two periods. As a
percentage of sales gross profit decreased from 38.6% to 35.6%, as described
under Cost of Goods Sold.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses of $5.9 million, for the first quarter of 1997,
increased $1.1 million, or 23.5%, over the same period in the prior year. This
is due in part to the increased costs of doing business as a public company and
to support the higher sales level. As a percentage of sales, selling, general
and administrative expenses decreased from 20.1% in 1996 to 17.3% in 1997,
further supporting the Company's goal to maintain costs while continuing to grow
the business.
13
<PAGE>
Research and Development - The Company spent net $2.2 million on
research and development in the first quarter of 1997. (Gross research and
development expenses were $2.7 million and were reduced by $0.5 million of
government grants.) This represents a 25.9% increase in research and development
over the same period of the prior year. Research and development expenses
declined as a percentage of sales from 7.2% in the first quarter of 1996 to 6.3%
in the first quarter of 1997 as a result of the increased sales. The increase in
spending was primarily due to the additional expenses for the diode pumped laser
program, started in the fourth quarter of fiscal 1996, which, subject to the
completion of milestones, will continue into fiscal 1998. As a result, net
research and development expenses are expected to be somewhat higher in the
second quarter of fiscal 1997 relative to the first quarter of fiscal 1997.
Income from Operations - The Company's income from operations of $4.1
million increased $1.4 million, or 51.6%, over the prior year income from
operations of $2.7 million. As a percentage of net sales, income from operations
increased from 11.3% in the first quarter of 1996 to 12.0% in the comparable
period of fiscal 1997.
Income Before Income Taxes - The Company's income before income taxes
of $4.3 million in the first quarter of fiscal 1997 increased by $1.9 million,
or 81.7%, over the prior year amount of $2.4 million during the same period.
Interest expense declined due to lower interest rates and reduced borrowing in
the current quarter versus the comparable period in the prior year. In addition,
the Company benefited from the interest income on the invested net proceeds from
the initial public offering after the purchase of its assets from the Company's
former parent.
Income Tax Expense - Income tax expense of $1.7 million in the first
quarter of 1997 represents an effective tax rate of 38.4% versus an effective
rate of 40.0% in the first quarter of 1996. This is due to the fact that the
Company's U.S. operations realized a greater portion of the consolidated income
before income taxes than did the Europe/Asia operations in fiscal 1997, compared
to 1996. In addition, a portion of the foreign income in fiscal 1997 was not
taxed due to the use of tax loss carryforwards.
Net Income - In light of the foregoing factors, the Company realized a
consolidated net income of $2.7 million in the first quarter of fiscal 1997,
which represents an increase of $1.3 million over the comparable prior period
net income of $1.4 million. Earnings per share equaled $0.23 based upon 11.6
million common shares outstanding as compared to pro-forma earnings per share of
$0.17 for the same period of 1996, based on 8.6 million shares outstanding.
Liquidity and Capital Resources
The Company's primary sources of liquidity are cash, cash equivalents
and short-term investments of $34,869 and $36,506 at September 30, 1996 and
December 31, 1996. In addition, the Company has a $25,000 revolving loan
facility for working capital purposes of which $5,054 was unused and available
as of December 31, 1996. Net cash provided by operating activities amounted to
$6.4 million in the first quarter of fiscal 1997 as compared to ($3.8 million)
in the first quarter of fiscal 1996. This $10.2 million improvement was
primarily due to reduced inventory levels and increases in trade accounts
payable.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11.1 Computation of earnings per share.
27.1 Financial data schedule for three month period ended
December 31, 1996.
(b) Reports on Form 8-K
None.
15
<PAGE>
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 thereunto duly authorized.
Rofin-Sinar Technologies Inc.
-----------------------------------
(Registrant)
Date: February 14, 1996 /s/ Gunther Braun
-----------------------------------
Gunther Braun
Executive Vice President,
Finance and Administration,
and Chief Financial Officer
16
Earnings Per Share
Three Months Ended December 31,
1995 1996
---------- ----------
Net income $ 2,678 $ 1,435
Weighted average shares outstanding 11,565,250 (1) 8,631,578
----------- -----------
Earnings per share $ 0.23 $ 0.17
----------- -----------
(1) Includes common stock-outstanding and common stock equivalent-stock options.
17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Legend: This Schedule contains summary financial information extracted
from the consolidated financial statements of Rofin-Sinar Technologies Inc.
and Affiliates for the three months ended December 31, 1996 and is
qualified in its entirety by reference to such consolidated financial
statements.)
</LEGEND>
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<NAME> Rofin-Sinar Technologies Inc.
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<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 36,506
<SECURITIES> 0
<RECEIVABLES> 31,017
<ALLOWANCES> 0
<INVENTORY> 32,744
<CURRENT-ASSETS> 105,220
<PP&E> 24,027
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<SALES> 34,034
<TOTAL-REVENUES> 34,034
<CGS> 21,921
<TOTAL-COSTS> 21,921
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (174)
<INCOME-PRETAX> 4,344
<INCOME-TAX> 1,666
<INCOME-CONTINUING> 2,678
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,678
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
