ROFIN SINAR TECHNOLOGIES INC
8-K, 1998-06-04
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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          UNITED STATES 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 (Date of earliest event reported):   May 12, 1998


                   ROFIN-SINAR TECHNOLOGIES, INC.
       ------------------------------------------------------
       (Exact name of registrant as specified in its charter)

       
         Delaware                      000-21377            38-3306461
- -------------------------------     ----------------     -----------------
(State of other jurisdiction of       (Commission         (I.R.S. Employer
 incorporation or organization)       File Number)       Identification No.)


          45701  Mast Street, Plymouth, MI                     48170 
   ------------------------------------------------         -----------
       (Address of principal executive offices)              (Zip Code)


                          (734) 455-5400
       ----------------------------------------------------------
         (Registrant's telephone number, including area code)


       ----------------------------------------------------------
          (Former name, former address and former fiscal year,
                   if changed since last report)

<PAGE>
ITEM 5 - OTHER EVENTS

The registrant released its earnings for the second quarter of fiscal 1998 on
May 12, 1998 per the attached exhibit.


ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
A)  Not Applicable
B)  Not Applicable
C)  Exhibits:
    99 - Press Release dated May 12, 1998


                                  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/  GUNTHER BRAUN 
                        -------------------------------------
                        Gunther Braun
                        Chief Financial Officer

Dated:    June 4, 1998
<PAGE>


                            - PRESS RELEASE -

Contact:     USA       Derek Heins
                       Rofin-Sinar
                       313-455-5400
                          - or-
             Europe    Thorsten Frauenpreiss
                       Rofin-Sinar
                       ++49-40-73363-256


ROFIN-SINAR REPORTS RESULTS FOR SECOND QUARTER FISCAL 1998; SALES OF $30 
MILLION AND NET INCOME OF $1.9 MILLION

Plymouth, MI / Hamburg, Germany, May 12th, 1998 - ROFIN-SINAR Technologies, 
Inc. (NASDAQ: RSTI), one of the world's leading developers and manufacturers 
of high performance laser sources, today announced results for its second 
fiscal quarter and half-year ended March 31, 1998.


FINANCIAL HIGHLIGHTS
(in thousands, except per share data)

                         Three months ended           Six months ended
                   ----------------------------  ----------------------------
                   03/31/98  03/31/97  % Change  03/31/98  03/31/97  % Change
                   --------  --------  --------  --------  --------  --------

Net sales          $ 29,961  $ 33,435    -10%    $ 58,173  $ 67,469    -14%
Net Income         $  1,933  $  2,488    -22%    $  3,971  $  5,166    -23%
Earnings per share 
"Diluted" Basis    $   0.17  $   0.21    -19%    $   0.34  $   0.45    -24%

The diluted earnings per share calculation is based on the weighted-average 
shares outstanding and the potential dilution from common stock equivalents 
(stock options) for each period presented, which was 11.6 million for the 
fiscal quarters ending March 31, 1998 and 1997, and for the six month 
periods, respectively.

Dr. Peter Wirth, Chairman and CEO commented, "Last year's second quarter was 
one of the strongest in our history, and our sales and profit figures were 
not able to reach the same levels this year due to a lower level of activity 
at select customer groups in North America."

"Despite the effect of costs associated with our new UK operation, we were 
able to achieve a net margin of 6.5%. On the technology front, this was the 
first quarter where we shipped more of our Slab-lasers than conventional fast 
axial flow lasers, a clear breakthrough for this proprietary technology."

<PAGE>
FINANCIAL REVIEW

SECOND QUARTER
For the second quarter ended March 31, 1998, net sales totaled $30.0 million, 
10% below the comparable period in 1997. The US-dollar continued to 
strengthen in relation to European currencies and the Japanese Yen resulting 
in a negative impact of $1.9 million or 6% of sales in the quarterly 
comparison.

Gross profit was 36.7% of sales ($11.0 million) and net income totaled $1.9 
million, 19% lower than the corresponding prior year period. Net income was 
6.5% of sales, compared to 7.4% in the second quarter of fiscal 1997. 
Earnings per share diluted equaled $0.17 based upon 11.6 million common 
shares outstanding.

Compared to the second quarter ending March 31, 1997, net sales of laser 
products for cutting and welding applications decreased by 22% to $19.9 
million, while net sales of lasers for marking and microwelding increased by 
27% to $10.0 million. 

R&D net spending was $2.2 million, or 7.3% of net sales, compared to $2.7 
million, or 8.1% of net sales, in the second quarter of fiscal 1997. 
Governmental grants accounted for $0.6 million this quarter versus zero in 
the comparable period last year.

SIX MONTHS
For the six months ended March 31, 1998, net sales totaled $58.2 million, a 
decrease of $9.3 million over the comparable period in 1997. The decrease was 
caused by the strengthening of the US dollar, which had a negative impact of 
$4.7 million, and the high volume of welding lasers to one automotive 
supplier in the comparable period last year. Gross profit for the period was 
$22.0 million, only $2.2 million lower than in 1997. Six months net income in 
1998 totaled $4.0 million, with earnings per share of $0.34 on a diluted 
basis. 

On a geographical basis, Rofin-Sinar's largest single market was still North 
America, where net sales in the first six months totaled $17.2 million (1997: 
$25.3 million), a 32% decrease. In Europe/Asia, net sales decreased by 3% to 
$41.0 million (1997: $42.2 million) and would have been $4.7 million, or 8%, 
higher based on last year's exchange rates.

Order entry for the second quarter was $28.6 million. This resulted in an 
order backlog on March 31, 1998 of $29.5 million.

In the coming quarters, the company expects that the demand for cutting and 
welding lasers will be affected by a slower than anticipated market in North 
America and a slowdown in Japan. The company believes that its significant 
investment in diode technology and low-power CO2 lasers has put it in a 
strong competitive position to exploit current and new markets, while its 
success with the proprietary Slab-laser technology is expected to continue.

Headquartered in Plymouth, Michigan, and Hamburg, Germany, Rofin-Sinar 
Technologies, Inc. designs, develops, engineers and manufactures industrial 
laser products for cutting, welding and marking a wide range of materials. 
With production facilities in the US, Germany, UK and Japan, Rofin-Sinar is 
one of the world's leading designers and manufacturers of industrial lasers 
and currently has more than 5000 laser units installed worldwide and serves 
more than 1500 customers. Rofin-Sinar's shares trade on the NASDAQ National 
Market System under the symbol RSTI. Additional information is available on 
Rofin-Sinar's home page: http://www.rofin.com.

<PAGE>
ROFIN-SINAR TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands, except per share data)

                                 Three Months Ended       Six Months Ended
                                    (unaudited)              (unaudited)
                               ----------------------  ----------------------
                                03/31/98    03/31/97    03/31/98    03/31/97
                               ----------  ----------  ----------  ----------
- - Cutting/Welding               $ 19,945    $ 25,521    $ 38,940    $ 50,921
- - Marking                         10,016       7,914      19,233      16,548
Net Sales                         29,961      33,435      58,173      67,469

Costs of goods sold               18,974      21,311      36,164      43,232
                               ----------  ----------  ----------  ----------
Gross profit                      10,987      12,124      22,009      24,237
Selling, general and 
  administrative expenses          5,900       5,651      11,320      11,533
Research and development 
  expenses                         2,186       2,719       4,714       4,876
                               ----------  ----------  ----------  ----------
Income from operations             2,901       3,754       5,975       7,828

Other expense (income)              (437)       (574)       (820)       (844) 
                               ----------  ----------  ----------  ----------
Income before income taxes         3,338       4,328       6,795       8,672
Income tax expense                 1,405       1,840       2,824       3,506   

Net income                         1,933       2,488       3,971       5,166
                               ==========  ==========  ==========  ==========
Net income per common share 
  "diluted" basis                $  0.17     $  0.21     $  0.34     $  0.45


The diluted earnings per share calculation is based on the weighted-average 
shares outstanding and the potential dilution from common stock equivalents 
(stock options) for each period presented, which was 11.6 million for the 
fiscal quarters ending March 31, 1998 and 1997, and for the six month 
periods, respectively.

<PAGE>
ROFIN-SINAR TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS

(in thousands)
                                              (UNAUDITED)      (AUDITED)
                                                   At             At
                                                03/31/98       09/30/97
                                               ----------     ----------
ASSETS
     Cash and cash equivalents                  $ 38,280       $ 40,743
     Trade accounts receivable, net               31,114         27,148
     Inventories net                              30,373         28,731
     Other current assets                          5,061          5,345
                                               ----------     ----------
          Total current assets                   104,828        101,967
     Net Property and equipment                   22,019         22,118
     Other non-current assets                      7,592          8,104
                                               ----------     ----------
     Total non-current assets                     29,611         30,222
                                               ----------     ----------
          Total assets                          $134,439       $132,189
                                               ==========     ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
     Short-term debt                            $ 15,741       $ 18,569
     Accounts payable, trade                       7,859          5,837
     Other current liabilities                    19,749         22,554
                                               ----------     ----------
          Total current liabilities               43,349         46,960
                                               ----------     ----------
     Long-term debt                                3,249              0
     Other non-current liabilities                 3,498          3,303
                                               ----------     ----------
          Total liabilities                       50,096         50,263
                                               ----------     ----------
          Net stockholders' equity                84,343         81,926
                                               ----------     ----------
          Total liabilities and 
             stockholders' equity               $134,439       $132,189
                                               ==========     ==========

Certain information included in this press release is forward-looking and is 
subject to important risks and uncertainties that could cause actual results 
to differ. Actual results could differ materially based on numerous factors, 
including currency risk, competition, risk relating to sales growth in CO2-, 
Nd:YAG lasers and Diode lasers, cyclicality, conflicting patents and other 
intellectual property rights of third parties, potential infringement claims 
and future capital requirements. These forward looking statements represent 
the Company's best judgment as of the date of this release based in part on 
preliminary information and certain assumptions which management believes to 
be reasonable. The Company disclaims any obligation to update these forward 
looking statements.

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