UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2002
Commission file number: 000-21377
ROFIN-SINAR TECHNOLOGIES INC.
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(Exact name of Registrant as specified in its charter)
Delaware 38-3306461
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40984 Concept Drive, Plymouth, MI 48170
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (734) 455-5400
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
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Common Stock, $.01 par value
Rights Associated with Common Stock, par value $.01 per Share
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant (based upon the closing price of the stock
on the NASDAQ National Market on December 18, 2002) was approximately
$90,337,422.
11,552,100 shares of the Registrant's common stock, par value $.01 per share,
were outstanding as of December 20, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the Company's Proxy Statement to be filed in connection
with the Company's 2003 Annual Meeting of Stockholders to be held in March
2003 are incorporated by reference herein at Part III, Items 10 - 13.
ROFIN-SINAR TECHNOLOGIES INC.
TABLE OF CONTENTS
Item Page
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PART I 1. Business 4
2. Properties 23
3. Legal Proceedings 24
4. Submission of Matters to a Vote of Security Holders 24
PART II 5. Market For Registrant's Common
Equity and Related Stockholder Matters 25
6. Selected Financial Data 26
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 27
7A. Quantitative and Qualitative Disclosures about
Market Risk 34
8. Consolidated Financial Statements and
Supplementary Data 35
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 35
PART III 10. Directors and Executive Officers of the Registrant 35
11. Executive Compensation 35
12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters 36
13. Certain Relationships and Related Transactions 36
14. Controls and Procedures 37
PART IV 15. Exhibits, Consolidated Financial Statement
Schedules, and Reports on Form 8-K 38
SIGNATURES 41
CERTIFICATIONS
PART I
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K constitute forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "Reform Act"). Forward-looking statements include
all statements that do not relate solely to historical or current facts,
and can be identified by the use of words such as "may", "believe", "will",
"expect", "project", "anticipate", "estimate", "plan" or "continue". These
forward looking statements are based on the current plans and expectations
of our management and are subject to a number of uncertainties and risks
that could significantly affect our current plans and expectations, as well
as future results of operations and financial condition. In making these
forward-looking statements, we claim the protection of the safe-harbor for
forward-looking statements contained in the Reform Act. We do not 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.
ITEM 1. BUSINESS
COMPANY OVERVIEW
Rofin-Sinar Technologies Inc., founded in 1996, (herein also referred to as
"Rofin" or "RSTI" or the "Company" or "we", "us" or "our") is a leader in the
design, development, engineering, manufacture and marketing of laser-based
products, primarily used for cutting, welding and marking a wide range of
materials. Lasers are a non-contact technology for material processing which
have several advantages that are desirable in industrial applications.
The Company believes it has a worldwide market share (based on sales volume)
of approximately 15% for laser products used for macro (cutting & welding)
and marking & micro applications and that it is among the largest suppliers
of laser products used for marking applications worldwide. The Company has
sold more than 17,000 laser sources since 1975 and currently has over 2,500
active customers (including multinational companies with multiple facilities
purchasing from the Company). During fiscal 2002, 2001, and 2000,
respectively, approximately 53%, 48%, and 56% of the Company's revenues came
from sales and servicing of laser products for macro applications and
approximately 47%, 52%, and 44% came from sales and servicing of laser
products for marking and micro applications.
Through its global manufacturing, distribution and service network, the
Company provides a comprehensive range of laser sources and laser based
system solutions to three principal target markets: the machine tool,
automotive, and semiconductor/electronics industries. The Company sells
directly to end-users, to original equipment manufacturers ("OEMs")
(principally in the machine tool industry) that integrate Rofin's laser
sources with other system components, and to distributors. Many of Rofin's
customers are among the largest global participants in their respective
industries. During the 2002, 2001, and 2000, fiscal years, 27%, 21%, and
25%, respectively, of the Company's sales were in North America, and 73%,79%,
and 75%, respectively, in Europe/Asia.
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The financial statements included in this annual report on Form 10-K present
the historical financial information of Rofin-Sinar Technologies Inc.
("Rofin" or "RSTI" or "the Company") and its wholly owned subsidiaries.
Rofin consists of Rofin-Sinar Inc. ("RSI") and Rofin-Sinar Technologies
Europe S.L. ("RSTE"). RSTE, a European holding company formed in 1999, owns
100% of Rofin-Sinar Laser GmbH ("RSL"), 80% of Dilas Diodenlaser GmbH
("Dilas"), 100% of Rofin-Baasel Italiana S.r.l., 100% of Rofin-Baasel France
S.A., 71% of Rofin-Sinar UK Ltd., 100% of Rofin-Baasel UK Ltd., 100% of
Rofin-Baasel Benelux B.V., 100% of Rofin-Baasel Singapore Pte. Ltd., 100% of
Rofin-Baasel Taiwan Ltd. . (formed on July 1, 2002), 100% of Rofin-Baasel
Korea Co. Ltd. (formed on July 22, 2002), and 83% of Rofin-Baasel Espana S.L.
RSL includes the consolidated accounts of its 51% owned subsidiary Rofin-
Marubeni Laser Corporation (a Japanese corporation); its 100% owned
subsidiary Rasant-Alcotec Beschichtungstechnik GmbH; its 90.01% owned
subsidiary Carl Baasel Lasertechnik GmbH & Co. KG ("CBL"); and its 100% owned
subsidiary CBL Verwaltungsgesellschaft mbH.
CBL includes the consolidated accounts of its wholly owned subsidiaries
Rofin-Baasel Inc., Wegmann-Baasel Laser und elektrooptische Geraete GmbH, and
PMB Elektronik GmbH.
On May 10, 2000, the Company acquired 90.01% of the share capital of Carl
Baasel Lasertechnik GmbH ("Baasel Lasertech") through its wholly owned
subsidiary RSL, for 44.3 million Euro ($40.2 million, at the May 10, 2000
exchange rate) in cash. Additionally, RSTI refinanced 23.4 million Euro of
the then outstanding debt of Baasel Lasertech. In connection with the
acquisition and integration of Baasel Lasertech into the Company's
operations, including the consolidation of certain product lines, RSTI has
recorded a special charge of $2.8 million to write-off certain of its
inventories, which will be discontinued. In September 2001, Baasel Lasertech
was transformed into CBL, a limited partnership. The Company and the
minority shareholder of CBL are party to an option agreement for the
remaining share of capital held by the minority shareholder for a fixed price
of 6.3 million Euro. Effective December 31, 2002 the minority shareholder
resigned from the limited partnership. Accordingly, the remaining shares of
CBL will be purchased by RSL during 2003 for the fixed price of 6.3 million
Euro.
On February 28, 2001, the Company acquired 80% of the share capital of Z-
Laser S.A. through its wholly owned subsidiary Rofin-Baasel Espana, S.A.,
Barcelona, Spain for $3.3 million in cash. At the end of June 2001, Z-Laser
S.A. was merged into Rofin-Baasel Espana S.L. As a result of this merger,
the minority shareholder owns 17% of the total stock of the new Spanish
subsidiary.
On June 22, 2001, the shares of the common stock of Rofin-Sinar Technologies,
Inc. were admitted to the regulated market (Geregelter Markt) with trading on
the Neuer Markt of the Frankfurt Stock Exchange in Germany. The Deutsche
Boerse AG has recently decided to reorganize the market segments at the
Frankfurt Stock Exchange into a Prime Standard segment and a General Standard
segment, and eliminate the Neuer Markt no later than 2004. Effective January
1, 2003, RSTI will be listed in the Prime Standard segment.
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On October 5, 2001, the Company sold the assets of its medical laser business
resulting in a gain of $0.7 million. As part of the proceeds from the sale,
the Company received marketable equity securities which have been classified
as trading securities, under "other current assets and prepaid expenses" in
the accompanying balance sheet, as the Company intends to sell these
securities in the near term. During the nine months ended September 30,
2002, the Company recorded an unrealized loss of $0.2 million related to such
securities.
LASER TECHNOLOGY
The term "laser" is an acronym for "Light Amplification by Stimulated
Emission of Radiation". Lasers were first developed in the early 1960s in
the United States. A laser consists of an active lasing medium that gives
off its own light (radiation) when excited, an optical resonator with a
partially-reflective output mirror at one end, a fully-reflective rear mirror
at the other that permits the light to bounce back and forth between the
mirrors through the lasing medium, and an external energy source used to
excite the lasing medium. A laser works by causing the energy source to
excite (pump) the lasing medium, which converts the energy from the source
into an emission consisting of particles of light (photons). These photons
stimulate the release of more photons, as they are reflected between the two
mirrors, which form the resonator. The resulting build-up in the number of
photons is emitted in the form of a laser beam through an output port or
"window". By changing the energy and the lasing medium, different
wavelengths and types of laser light can be produced. The laser produces
light from the lasing medium to achieve the desired intensity, uniformity and
wavelength through a series of reflective mirrors. The heat generated by the
excitation of the lasing medium is dissipated through a cooling mechanism,
which varies according to the type of laser technology.
THE COMPANY'S LASER PRODUCTS
The Company currently offers a comprehensive range of laser products and
related services for three principal material processing applications: (1)
cutting and welding; (2) fine cutting and fine welding and perforating; and
(3) marking. Besides offering laser systems for some specialized niche
applications, the Company works directly with its customers to develop and
customize optimal solutions for their manufacturing requirements. In
developing its laser-based solutions, the Company offers customers its
expertise in: (i) product development and manufacturing services based on
more than 25 years of laser technology experience and applications know-how;
(ii) application and process development (i.e., developing new laser-based
applications for manufacturing customers and assisting them in integrating
lasers into their production processes); (iii) system engineering (i.e.,
advising customers on machine design, including tooling, automation and
controls for customers in need of "turn-key" solutions); and (iv) extensive
after-sales support of its laser products (including technical support, field
service, maintenance and training programs, and rapid spare parts delivery).
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The following table sets forth the Company's net sales of laser products used
for macro (cutting and welding) applications and of laser products used for
marking and micro applications in fiscal 2002, 2001, and 2000:
September 30,
-------------------------------------
Product Category * 2002 2001 2000
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(in thousands)
Laser macro products $ 117,341 $ 106,615 $ 95,195
Laser marking and micro products 104,607 113,942 75,992
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Total sales, net $ 221,948 $ 220,557 $ 171,187
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* For each product category, net sales includes sales of services (including
training, maintenance and repair) and spare parts.
The Company, from time to time, reviews various opportunities to acquire
businesses, technologies or products complementary to its present business.
The laser sources sold by the Company consist of a laser head (containing the
lasing medium, resonator, source of excitation, resonator mirrors and cooling
mechanism), power supply, and microcontroller (for control and monitoring).
For a more detailed discussion of the components of a laser source, see
"Laser Technology". Products are offered in different configurations and
utilize different design principles according to the desired application.
The Company's engineers and other technical experts work directly with
customers in the Company's applications centers to develop and customize the
optimal solution for the customers' manufacturing requirements.
LASER PRODUCTS FOR CUTTING AND WELDING APPLICATIONS - MACRO
The Company's family of CO2 laser products for macro applications, and their
principal markets and applications, are discussed below.
LASER SERIES POWER RANGE MODE OF EXCITATION
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DC Slab Series 1.0 kW - 4.5 kW High Frequency
HF/RF Series 4.0 kW - 8.0 kW High Frequency
TR Series 2.0 kW - 12.0 kW Direct Current
SC Series 100 W - 300 W High Frequency
The Company believes that it is the only laser manufacturer of diffusion
cooled, Slab-based lasers in the high-power range. In this laser design, a
radio-frequency (RF) excited gas discharge occurs between two water-cooled
electrodes which have a large surface area that permits maximum heat
dissipation. The core diffusion-cooled technology is protected by two
patents, and the Company has exclusive license rights to this technology on a
worldwide basis for power levels above 500 watts for material processing
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applications. The Company's current focus with respect to its Slab Series
lasers is on continuing to both increase their power output and reduce their
manufacturing costs in order to achieve more attractive pricing. Principal
markets for the Slab Series lasers are the machine tool and automotive
industries.
The Company's HF Series lasers combine proven cross-flow design principles
with modern high-frequency (HF) discharge excitation technology. The Company
has shipped this product predominantly to customers in the automotive
industry, and their sub-suppliers, in the United States and Europe, where it
has been used in a significant number of welding applications, including
transmissions, tailored blanks, steel tubing and many other car parts and
components. The RF Series uses fast-axial flow technology in combination
with radio-frequency (RF) excitation and is especially designed for thick
metal cutting.
The Company's TR Series fast-axial flow CO2 laser is used for both cutting and
welding applications. In the fast-axial flow principle, the gas discharge
occurs in a tube in the same direction as the resonator, through which the
laser gas mixture flows at a high speed. TR Series products are used
primarily by the machine tool industry.
The Company's SC Series diffusion-cooled CO2 lasers are developed and produced
by RS UK. The SC Series are sealed-off lasers, which are also based on the
Slab laser principle used for the DC Slab Series. The lasers are used for
cutting and marking applications. Principal markets are the machine tool and
packaging industries. Rofin's current focus is on increasing the output
power to 600 watts.
The Company's family of solid-state laser products for macro applications,
and their principal markets, are discussed below.
LASER SERIES POWER RANGE MODE OF EXCITATION
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DY Series 550 W - 6.0 kW Laser Diodes
Rofin's DY Series of continuous wave solid state lasers are designed
exclusively for use with flexible fiber-optic beam delivery systems, making
them particularly well suited for integration into complex production systems
for cutting and welding applications. The key competitive advantages of the
DY Series lasers are the fact that they are diode pumped and that they are
designed to allow multiple power output configurations. These configurations
include continuous wave and pulsed power ramping modes, which allows Rofin to
address a wide range of customer applications. Power ramping is particularly
suited for achieving smooth welds and avoiding cracks during the welding
process. In addition, several features of the DY Series laser such as the
simple modular resonator design, easily accessed power supply and PC-based
controller equipped with a modem, which allows easy communication with a
remote service center, are designed for easy maintenance. The diode pumping
technology is characterized by high beam quality, high efficiency, and long
service intervals. These lasers are used principally in the automotive
industry.
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The Company's family of diode laser products for welding, soldering and
surface treatment applications, and their principal markets, are discussed
below.
LASER SERIES POWER RANGE MODE OF EXCITATION
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Diode Lasers 10 W - 6.0 kW Direct Current
The Company's diode lasers are designed to meet the requirements of a wide
range of welding, soldering, and surface treatment applications. The
Company's high-power laser diodes can be stacked into arrays achieving output
powers in the multiple kilowatt range. In addition to their use in the
automotive, machine tool and semiconductor/electronic markets, these lasers
are also sold into the medical device and research markets. Additionally,
laser diodes are sold as components both internally and externally.
LASER PRODUCTS FOR MARKING APPLICATIONS - MARKING
The Company's family of laser marking products is as follows:
LASER SERIES POWER RANGE MODE OF EXCITATION
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PowerLine;
StarMark Series 10 W - 130 W Flash Lamp or Laser Diodes
CombiLine;
StarMark Systems 10 W - 130 W n.a.
MultiScan 100 W High Frequency
PowerLine/StarMark Series - The Company's standard PowerLine and StarMark
laser marking products consist of a CO2 or solid-state laser in the range of
10 watts to 130 watts, a galvo-head, a personal computer with state-of-the-
art processor, and Rofin's proprietary Laser Work Bench, VisualLaserMarker
and LaserCAD-Software. The modular design of the PowerLine and StarMark
markers enable customers to order the most suitable configuration for their
production processes or systems (e.g., OEM-customers may order the laser
head, power supply, and laser cooling assembly plates as subassemblies
without the cabinet for easier integration into the handling system specified
by the enduser). The PowerLine and StarMark solid-state lasers incorporate
either a dual or single lamp ceramic cavity design using "long-life" lamps or
diode modules, both of which result in higher output power (and therefore
higher marking speeds), higher energy efficiency (and therefore reduced
operating costs), high beam quality (and therefore constant and reliable
marking quality), and longer service intervals. The Company's proprietary
Laser Work Bench, VisualLaserMarker and LaserCAD-Software provides operators
with a user-friendly desktop publishing environment that allows them to
manipulate fonts, import graphics, preview marking and control all laser
parameters and job programs. Special options and accessories include a
double-marking head allowing marking speeds of up to 1,200 characters per
second in certain applications (most notably marking of integrated circuits),
as well as beam-switching and -splitting options for marking of products in
multiple production lines using a single laser. Their main application,
besides a wide variety of possible applications, is the marking of plastics
and smart cards in the semiconductor/electronics industries.
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CombiLine/StarMark Systems - Built on a modular design, the CombiLine and
StarMark Systems consists of a PowerLine or StarMark laser marker that can be
combined with a variety of parts handling systems developed by the Company,
including: motor driven positioning tables, foil handling systems for marking
labels, conveyor belts and pick-and-place systems. These allow the CombiLine
and StarMark Systems to be customized as a turn-key system.
MultiScan - This Dot-Matrix marker, introduced in fiscal 1999, utilizes a 100
watt sealed-off CO2 laser (SC Series) and features the ability to mark
components that are moving at high speeds. The principal market is the
packaging industry.
LASER PRODUCTS FOR FINE CUTTING, FINE WELDING AND PERFORATING APPLICATIONS -
MICRO
The Company's family of laser products for micro applications is as follows:
LASER SERIES POWER RANGE MODE OF EXCITATION
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StarWeld Series 20 W - 500 W Flash Lamp
StarCut Series 150 W - 300 W Flash Lamp
PerfoLas Systems n.a. n.a.
StarWeld Series - Rofin's standard StarWeld laser products consist of pulsed
solid state lasers in the range of 20 watts to 500 watts. Their main
application, besides a wide variety of possible applications, is the fine-
welding of jewelry and dental parts. Principal markets for these lasers are
medical devices and the jewelry industry.
StarCut Series - Rofin's StarCut laser products use pulsed solid state lasers
in the range of 150 watts to 300 watts. Their main application is the fine
cutting of medical devices and integrated circuits. Principal markets for
these lasers are medical devices and the semiconductor/electronics industry.
PerfoLas Systems - The PerfoLas Systems consist of a high power CO2 laser and
a special designed beam delivery and paper handling system including a laser
beam splitter (PerfoLas Multiplexer) which allows the customers to drill more
than 500,000 holes per second into paper or foils. The main application is
perforating of cigarette tip paper.
Applications Development
In addition to manufacturing and selling laser sources for macro (cutting and
welding) and laser marking and micro application products, Rofin operates
application centers in 9 countries where it develops laser-based solutions
for customers seeking alternatives to conventional manufacturing techniques.
More than 25 years of laser technology experience and know-how are embodied
in Rofin's applications groups, developed as a result of its participation in
a broad range of industrial markets.
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Markets and Customers
Rofin is selling its laser products and laser-based system solutions to a
wide range of industries. Out of these, three industrial markets can be
clearly identified: the machine tool, automotive, and semiconductor
/electronics industries. The following table sets forth the distribution of
the Company's total sales among the Company's principal markets:
Fiscal Years
----------------------
Principal Market 2002 2001 2000 Primary Applications
- ---------------- ------ ------ ------ --------------------------------
Machine Tool 38% 32% 27% Cutting
Automotive 18% 10% 16% Welding and component marking
Semiconductor / Marking of integrated circuits
Electronics 9% 16% 24% and smart cards
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65% 58% 67%
The remaining 35%, 42%, and 33%, respectively, of laser sales in fiscal 2002,
2001, and 2000 were attributable to customers in a wide variety of other
industries (including aerospace, consumer goods, medical device
manufacturers, job shops, universities and institutes). No one customer
accounted for over 10% of total sales in any of such periods.
Sales, Marketing and Distribution
Rofin sells its products in approximately 35 countries to OEMs and to major
end-users who have in-house engineering resources capable of integrating
Rofin's products into their own production systems. Laser sources for
cutting applications are marketed and sold principally to OEMs in the machine
tool industry who sell laser-cutting machines incorporating Rofin's products
without any substantial involvement by Rofin. Laser sources for welding
applications are marketed and sold both to systems integrators and to end-
users. Laser marking products are marketed and sold directly to end-users
and to OEMs for integration into their handling systems (mainly for
integrated circuit and smart card marking applications). Laser micro
products are marketed and sold directly to end-users and to distributors
(mainly for jewelry and dental applications). In the case of both welding
lasers and laser marking products, the end-user is significantly involved in
the selection of the laser component and will often specify to the OEM that
it desires a Rofin laser. In these cases, Rofin's application engineers work
directly with the end-user to optimize the application's performance and
demonstrate the advantages of the Company's products.
Rofin has approximately 100 direct sales engineers operating in 20 countries,
of which approximately 30 employees are dedicated to marketing laser macro
products and approximately 70 are dedicated to marketing laser marking and
micro products. In addition, Rofin has 14 independent distributors and
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agents marketing the Company's laser products in Australia, Brazil, Denmark,
India, Israel, the Philippines, Thailand, the People's Republic of China,
Poland, Singapore, South Africa, Mexico, Sweden and Finland. Rofin directs
its worldwide sales and marketing of macro lasers from its offices in
Hamburg, Germany and for laser diode components from Mainz, Germany.
Worldwide sales and marketing of laser marking products is directed from
Rofin's offices in Gunding-Munich, Germany and for laser micro products it is
directed from its offices in Starnberg, Germany. U.S. sales of Rofin's macro
and micro laser products are managed out of the Company's Plymouth, Michigan
facility and for marking products out of its Boxborough, Massachusetts
facility. The Company also maintains a sales office in Tempe, Arizona to
support the expansion of Rofin's laser marking business in the North American
market. In Europe, Rofin also maintains sales and service offices in Italy,
France, Spain, the United Kingdom, the Netherlands, Belgium, Austria and
Switzerland. Sales and service offices are also maintained in South Korea,
Taiwan and Singapore to cover the Asia/Pacific region (other than Japan).
In Japan, the Company's principal distributor is its joint venture with
Marubeni Corporation and Nippei Toyama Corporation.
Customer Service and Replacement Parts
During fiscal 2002, 2001, and 2000 approximately 31%, 29%, and 30% of the
Company's revenues were generated from sales of after-sale services,
replacement parts and components for its laser products. The Company
believes that a high level of customer support is necessary to successfully
develop and maintain long-term relationships with its OEM and end-user
customers in its laser products and laser marking and micro systems business.
This close relationship is maintained as customers' needs change and evolve.
Recognizing the importance of its existing and growing installed
multinational customer base, the Company has expanded into new geographic
regions by providing local service and support. Rofin has 261 customer
service personnel. The Company's field service and in-house technical
support personnel receive ongoing training with respect to the Company's
laser products, maintenance procedures, laser-operating techniques and
processing technology. Most of the Company's distributors also provide
customer service and support.
Many of Rofin's laser products are operated 24 hours a day in high speed,
quality-oriented manufacturing operations. Accordingly, the Company provides
24-hour, year-round service support to its customers in Germany, the United
States, and the majority of other countries in which it operates. The
Company plans to continue adopting similar service support elsewhere. In
addition, eight-hour response time is provided to certain key customers.
This support includes field service personnel who reside in close proximity
to the Company's installed base. The Company provides customers with process
diagnostic and verification techniques, as well as specialized training in
the operation and maintenance of its systems. The Company also offers
regularly scheduled and intensive training programs and customized
maintenance contracts for its customers.
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Of Rofin's customer service personnel, approximately 175 employees operate in
the field in 50 countries. Field service personnel are also involved in the
installation of the Company's systems.
Rofin's approach to the sale of replacement parts is closely linked to the
Company's strategic focus on rapid customer response. The Company provides
around-the-clock order entry and provides same or next day delivery of parts
worldwide in order to minimize disruption to customers' manufacturing
operations. Rofin generally agrees to provide after sale parts and service
for 10 years, if requested by the customer. The Company's growing base of
installed laser sources and laser-based systems is expected to continue to
generate a stable source of parts and service sales.
COMPETITION
Laser Products for Cutting and Welding - Macro
The market for laser macro products and systems is fragmented, and includes a
large number of competitors, many of which are small or privately owned or
which compete with Rofin on a limited geographic, industry-specific or
application-specific basis. The Company also competes in certain target
markets with competitors that are part of large industrial groups and have
access to substantially greater financial and other resources than the
Company. Competition among laser manufacturers includes attracting and
retaining qualified engineering and technical personnel. The overall
competitive position of the Company will depend upon a number of factors,
including product performance and reliability, customer support,
manufacturing quality, the compatibility of its products with existing laser
systems, and to continue the successful development of products utilizing the
technologies of diode lasers and diode pumped, solid-state lasers.
Rofin believes it is among the top three suppliers of laser sources in the
worldwide market for macro applications. Companies such as Trumpf, Fanuc and
PRC (for high-power CO2 lasers), Excel/Synrad and Coherent (for low-power CO2
lasers), Trumpf-Haas (for solid-state lasers) and Optopower and Jenoptik (for
diode lasers and laser diodes) compete in certain of the markets in which
Rofin operates. However, in the Company's opinion, none of these companies
competes in all of the industries, applications and geographic markets
currently served by Rofin. Only Trumpf/Haas has a product range and
worldwide presence similar to those of the Company. The Company believes
that it has a competitive advantage over these companies due to its exclusive
access (for material applications of 500 watts and above) to the patented
diffusion cooling technology incorporated in its CO2 Slab lasers. See
"Intellectual Property".
Laser Marking and Micro Products
Significant competitive factors in the laser marking and micro market include
system performance and flexibility, cost, the size of each manufacturer's
installed base, capability for customer support, and breadth of product line.
Because many of the components required to develop and produce a laser
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product for marking and micro applications are commercially available,
barriers to entry into this market are low, and the Company expects new
competitive product entries into this market. The Company believes that its
product range for marking and micro applications will compete favorably in
this market primarily due to the performance and price characteristics of
such products.
The Company's products compete in the laser marking market with conventional
ink-based and acid-etching technologies, as well as with laser mask-marking.
In the micro market the Company's products compete with conventional welding,
etching and spark erosion technologies. The Company believes that its
principal competitors in the laser marking and micro market include Trumpf-
Haas, GSI Lumonics, Unitek Miyachi, Lasag and Excel/Control Laser.
Rofin also competes with manufacturers of conventional non-laser products in
applications such as welding, drilling, soldering, cutting and marking. The
Company believes that as industries continue to modernize, seek to reduce
production costs and require more precise and flexible manufacturing, the
features of laser-based systems will become more desirable than systems
incorporating conventional manufacturing techniques and processes. The
increased acceptance of these laser applications by industrial users will be
enhanced by product line expansion to include lower and higher power C02
lasers, advancements in fiber-optic beam delivery systems, improvements in
reliability, and the introduction of diode lasers and diode pumped, solid-
state lasers capable of performing heavy industrial material processing and
marking and micro applications.
MANUFACTURING AND ASSEMBLY
Rofin manufactures and tests its high-power CO2 and solid-state laser macro
products at its Hamburg, Aschheim-Munich, Germany; Plymouth, Michigan; and
Atsugi-shi, Japan facilities. The Company's laser marking products are
manufactured and tested at its facilities in Gunding-Munich, Starnberg,
Germany, Kingston upon Hull, UK, Singapore, and Boxborough, Massachusetts.
The products for micro applications are manufactured and tested in Starnberg,
Germany. The diode laser products are manufactured and tested at its Mainz,
Germany facility. Low-power CO2 laser products are manufactured and tested in
Kingston upon Hull, UK. Coating of the Slab laser electrodes is performed at
the Overath, Germany facility.
Given the competitive nature of the laser business, the Company focuses
substantial efforts on maintaining and enhancing the efficiency and quality
of its manufacturing operations. The Company utilizes just-in-time and cell-
based manufacturing techniques to reduce manufacturing cycle times and
inventory levels, thus enabling it to offer on-time delivery and high quality
products to its customers.
Rofin's in-house manufacturing includes only those manufacturing operations
that are critical to achieve quality standards or protect intellectual
property. These manufacturing activities consist primarily of product
development, testing of components and subassemblies (some of which are
supplied from within the Company and others of which are supplied by third
- 14 -
party vendors and then integrated into the Company's finished products),
assembly and final testing of the completed product, as well as proprietary
software design and hardware/software integration. The Company minimizes the
number of suppliers and component types; however, wherever practicable, it
has at least two sources of supply for key items. The Company has a
qualifying program for its vendors and generally seeks to build long-term
relationships with such vendors. The Company purchases certain major
components from single suppliers. The Company has reason to believe that it
could, if necessary, purchase such components from alternative sources of
supply following appropriate qualification of such new vendors. The Company
cannot assure, however, that alternative sources of supply could be obtained
on as favorable terms.
Rofin is committed to meeting internationally recognized manufacturing
standards. Its Hamburg, Gunding-Munich, Starnberg, Mainz and Plymouth
facilities are ISO 9001 certified. The Plymouth operation is qualified as a
"Q-1" supplier of Ford's "Q-1" quality management standards. In addition the
following facilities are ISO 9002 certified: Pamplona (Spain), Milan (Italy)
and Paris (France).
RESEARCH AND DEVELOPMENT
During fiscal 2002, 2001, and 2000, Rofin's net spending on research and
development was $13.2 million, $14.8 million, and $13.0 million,
respectively. In addition, the Company received funding under German
government and European Union grants totaling $1.1 million, $1.2 million, and
$1.4 million, in fiscal 2002, 2001, and 2000, respectively.
Rofin's research and development activities are directed at meeting
Customers' manufacturing needs and application processes. Core competencies
include CO2 gas lasers, solid-state lasers, diode lasers, precision optics,
electronic power supplies, fiber optics, beam delivery, control interfaces,
software programming and systems integration. The Company strives for
customer-driven development activities and promotes the use of alliances with
key customers and joint development programs in a wide range of its target
markets.
The Company's research and development activities are carried out in seven
centers in Hamburg, Aschheim-Munich, Gunding-Munich, Starnberg and Mainz (all
Germany), Kingston upon Hull (UK), and Plymouth, Michigan (USA) and are
centrally coordinated and managed. Rofin maintains close working
relationships with the leading industrial, government and university research
laboratories in Germany, including the Fraunhofer Institute for Laser
Technology in Aachen, the Institute for "Technische Physik" of the German
Space and Aerospace Research Center in Stuttgart, the Fraunhofer Institute
for Material Science in Dresden, the Laser Center in Hanover, and elsewhere
around the world, including the University of Alberta in Canada and the
University of Edinburgh, United Kingdom. These relationships include funding
of research, joint development programs, personnel exchange programs and
licensing of patents developed at such institutes.
- 15 -
INTELLECTUAL PROPERTY
Rofin owns intellectual property, which includes patents, proprietary
software, technical know-how and expertise, designs, process techniques and
inventions.
While policies and procedures are in place to protect critical intellectual
properties, Rofin believes that its success depends to a larger extent on the
innovative skills, know-how, technical competence and abilities of Rofin's
personnel. The Company is also an exclusive licensee on a worldwide basis of
two U.S. patents and their corresponding foreign counterparts, one of which
expires in 2007 and one of which expires in 2009 (as to which the license is
exclusive for the duration of the patent), covering the diffusion-cooled
technology used in its Slab Series CO2 lasers for industrial material
processing applications of 500 watts and above and a non-exclusive license
for application below 500 watts. In Rofin's view, the technology protected
by these two patents represents a significant step forward in industrial
laser technology for material processing and is an important source of
Rofin's future growth and profitability.
Rofin protects its intellectual property in a number of ways including, in
certain circumstances, patents. Rofin has sought patent protection primarily
in the United States, Europe and Japan. Rofin currently holds 78 separate
patents for inventions relating to lasers, processes and power supplies with
expiration dates ranging from 2004 to 2019. In addition, 54 patent
applications have been filed and are under review by the patent authorities.
Rofin requires its employees and certain of its customers, suppliers,
distributors, agents and consultants to enter into confidentiality agreements
to further safeguard Rofin's intellectual property.
Rofin from time to time receives notices from third parties alleging
infringement of such parties' patent or other intellectual property rights by
Rofin's products. While these notices are common in the laser industry and
Rofin has in the past been able to develop non-infringing technology or
license necessary patents or technology on commercially reasonable terms,
Rofin cannot assure that it would in the future prevail in any litigation
seeking damages or expenses from Rofin or to enjoin Rofin from selling its
products on the basis of such alleged infringement. Nor can Rofin assure
that it would be able to develop any non-infringing technology or to license
any valid and infringed patents on commercially reasonable terms. In the
event any third party made a valid claim against Rofin or its customers and a
license were not made available to Rofin on commercially reasonable terms,
Rofin would be adversely affected.
In July 1996, Rofin received notice of an opposition filed by a competitor in
the European Patent Office ("EPO"), which challenges on a number of grounds
one of the two third-party patents licensed exclusively by Rofin covering
certain aspects of its diffusion-cooled CO2 Slab laser. The holder of the
patent has filed a response to the opposition, in response to which the party
opposing the patent has filed further submissions. The last submission in
the matter was made in September 1999. The Company has no information when a
decision can be expected. The U.S.-issued counterpart of this patent was
previously the subject of a reexamination proceeding in the U.S. Patent and
Trademark Office ("PTO"),
- 16 -
at the conclusion of which the patent was upheld. While the decision of the
PTO is not binding on the EPO, based on the outcome of the U.S. reexamination
proceeding and management's review of the arguments made in the opposing
party's notice of opposition and subsequent submissions, Rofin believes that
such notice of opposition is without substantial merit and that the patent
will be upheld by the EPO. However, no assurance can be given that there
will be a successful outcome for the holder of the patent and therefore for
Rofin in this opposition proceeding. If the patent will not be upheld by the
EPO, Rofin can no longer use the technology in Europe on an exclusive basis
and, therefore, its business, results of operations and future growth and
profitability would be materially affected.
From time to time, Rofin files notices of opposition to certain patents on
laser technologies held by others, including academic institutions and
competitors of Rofin, which Rofin believes could inhibit its ability to
develop products in this area. In particular, Rofin had a notice of
opposition in the EPO against a patent held by a competitor which Rofin
believes conflicts with a third-party patent licensed by Rofin covering
certain aspects of its diffusion-cooled CO2 Slab laser. This case has been
settled out of court in July 2001.
In December 1999, a competitor sued A-B Lasers, Inc., now Rofin-Baasel, Inc.
in U.S. federal court for alleged infringement of a U.S. patent concerning a
method of marking semiconductor material. In February 2001, that competitor
also filed a complaint against Baasel Lasertech, for alleged infringement of
the same patent. Both cases were settled in August 2002.
ORDER BACKLOG
The Company's order backlog was $46.4 million, $53.0 million, and $65.6
million, as of September 30, 2002, 2001, and 2000, respectively. The
Company's order backlog, which contains relatively little service, training
and spare parts, represents approximately three months of laser shipments.
The decrease in the Company's order backlog from September 30, 2001, to
September 30, 2002, was primarily attributable to a high sales volume during
the fourth quarter of fiscal 2002. The fluctuation of the U.S. dollar in
fiscal 2002 had a favorable effect of approximately $1.2 million on year-to-
year order backlog. The decrease in the Company's order backlog from
September 30, 2000 to September 30, 2001, was primarily attributable to lower
order intake for markers to the semiconductor and electronic industries in
Europe and Asia. The strengthening of the U.S. dollar in fiscal 2001 had a
negative impact of approximately $3.4 million on year-to-year order backlog.
An order is entered into backlog by Rofin when a purchase order with an
assigned delivery date has been received. Delivery schedules range from one
week to six months, depending on the size, complexity and availability of the
product or system ordered, although typical delivery dates for laser source
products range between 8-16 weeks from the date an order is placed. Orders
in backlog are subject to cancellation (subject to penalties), or
rescheduling by the customer. The Company's backlog on any particular date
is not necessarily indicative of actual sales for any future period.
The Company anticipates shipping the present backlog during fiscal 2003.
- 17 -
EMPLOYEES
At September 30, 2002, Rofin had 1,192 full-time employees, of which 800 were
in Germany, 157 in the United States, 31 in France, 42 in Italy, 83 in the
United Kingdom, 16 in Spain, 8 in the Netherlands, 17 in Singapore, 5 in
Korea, 7 in Taiwan, and 26 in Japan, whereas at September 30, 2001, Rofin had
1,151 full-time employees, of which 785 were in Germany, 157 in the United
States, 28 in France, 38 in Italy, 66 in the United Kingdom, 23 in Spain, 8
in the Netherlands, 21 in Singapore and 25 in Japan. The average number of
employees for the fiscal year ended September 30, 2002 was 1,166.
While the Company's employees are not covered by collective bargaining
agreements and the Company has never experienced a work stoppage, slowdown or
strike, the Company's employees at its Hamburg and Starnberg facilities are
each represented by a nine-person works council, in Gunding-Munich by a
seven-person work council. Additionally, Hamburg and Gunding-Munich are
represented by a four-person central works council. Matters relating to
compensation, benefits and work rules are negotiated and resolved between
management and the works council for the relevant location. The Company
considers its relations with its employees to be excellent.
GOVERNMENT REGULATION
The majority of the Company's laser products sold in the United States are
classified as Class IV Laser Products under applicable rules and regulations
of the Center for Devices and Radiological Health ("CDRH") of the U.S. Food
and Drug Administration. The same classification system is applied in the
European markets. Safety rules are formulated with Deutsche Industrie Norm
(i.e., German Industrial Standards) or ISO standards, which are
internationally harmonized.
Such regulations generally require a self-certification procedure pursuant to
which a manufacturer must file with the CDRH with respect to each product
incorporating a laser device, periodic reporting of sales and purchases and
compliance with product labeling standards. The Company's laser products for
macro, micro and laser marking applications can result in injury to human
tissue if directed at an individual or otherwise misused. The Company
believes that its laser products for macro, micro and marking applications
are in substantial compliance with all applicable laws for the manufacture of
laser devices.
RISK FACTORS
Downturns in the industry, particularly in the machine tool, automotive and
semiconductor/electronics industries, may have, in the future, a material
adverse effect on our sales and profitability.
- 18 -
Our business depends substantially upon capital expenditures particularly by
manufacturers in the machine tool, automotive and semiconductor/electronics
industries. We estimate that approximately 65% of our laser sales during
fiscal 2002 were to these three industry markets. 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 us. For the foreseeable future, our operations
will continue to depend upon capital expenditures in these industries, which,
in turn, depend upon the market demand for their products. Our 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.
We depend on the ability of our OEM-customers to incorporate our laser
products into their systems.
Our net sales depend in part upon the ability of our OEM-customers to develop
and sell systems that incorporate our laser products. Adverse economic
conditions, large inventory positions, limited marketing resources and other
factors affecting these OEM-customers could have a substantial impact upon
our financial results. No assurances can be given that our OEM-customers
will not experience financial or other difficulties that could adversely
affect their operations and, in turn, our financial condition or results of
operations.
We experienced in the past, and expect to experience in the future,
fluctuations in our quarterly results. These fluctuations may increase the
volatility of our stock price.
We have experienced and expect to continue to experience some fluctuations in
our quarterly results. We believe that fluctuations in quarterly results may
cause the market prices of our common stock, on the NASDAQ and the Frankfurt
Stock Exchange, to fluctuate, perhaps substantially. Factors which may have
an influence on the Company's operating results in a particular quarter
include: (i) the timing of the receipt of orders from major customers; (ii)
product mix; (iii) competitive pricing pressures; (iv) the relative
proportions of domestic and international sales; (v) our ability to design,
manufacture and introduce new products on a cost-effective and timely basis;
and (vi) the delayed effect of incurrence of expenses to develop and improve
marketing and service capabilities. These and other factors make it
difficult for us to release precise predictions regarding the results and the
development of our business.
In addition, our backlog at any given time is not necessarily indicative of
actual sales for any succeeding period. As our delivery schedule typically
ranges from one week to six months, our 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 fluctuations from quarter to quarter. See also "Business-Order
Backlog."
- 19 -
Other factors that we believe may cause the market price of our common stock
to fluctuate, perhaps substantially, include announcements of new products,
technologies or customers by us or our competitors, developments with respect
to intellectual property and shortfalls in our 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 and automotive
industries, may adversely affect the market prices of our common stock on the
NASDAQ and the Frankfurt Stock Exchange.
A high percentage of our sales are overseas and our results are therefore
subject to the impact of exchange rate fluctuations.
Although we report our results in U.S. dollars, approximately 67% of our
current sales are denominated in other currencies, including the Euro,
British pound, Singapore dollar, Japanese yen, Korean won and Taiwanese NT
dollar. The fluctuation of the Euro, 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.
Our subsidiaries will from time to time pay dividends in their respective
functional currencies, thus presenting another area of potential currency
exposure in the future.
We also face transaction risk from fluctuations in exchange rates between the
various currencies in which we do business. We believe that a certain
portion of the transaction risk of our operations in multiple currencies is
mitigated by our hedging activities, utilizing forward exchange contracts and
forward exchange options. We also continue to borrow in each operating
subsidiary's functional currency to reduce exposure to exchange gains and
losses. However, there can be no assurance that changes in currency exchange
rates will not have a material adverse effect on our business, financial
condition and results of operations.
The markets for our products are highly competitive. This competition
requires us to continue a high level of investment in engineering, research
and development, marketing and customer service in order to be able to
maintain our competitive position.
The laser industry is characterized by significant price and technical
competition. Our current and proposed laser products for laser macro and
laser marking and micro applications 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
us.
- 20 -
We believe that competition will be particularly intense in the CO2, diode
laser and 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 we will successfully
differentiate our current and proposed products from the products of our
competitors or that the market place will consider our products to be
superior to competing 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 we expect new
competitive product entries in this market. To maintain our competitive
position in this market, we believe that we 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 we will
have sufficient resources to continue to make these investments, that we will
be able to make the technological advances necessary to maintain our
competitive position, or that our products will receive market acceptance.
See also "Business-Competition."
Our future growth and competitiveness depend upon our ability to develop new
and enhanced products to meet market demand and to increase our market share
for laser marking and micro products.
If we are to increase our laser sales in the near term, these sales will have
to come through increases in market share for our existing products, through
the development of new products, or through the acquisition of competitors or
their products. To date, a substantial portion of our revenues has been
derived from sales of high-powered CO2 laser sources and solid state laser
sources. In order to meet increasing market demand, we intend to devote
substantial resources to: (i) broadening our CO2 laser product range; (ii)
increasing the output power of our CO2 laser sources, diode lasers and diode
pumped solid state laser products and (iii) continuing to reduce the
manufacturing costs of our product range to achieve more attractive pricing.
A large part of our growth strategy depends upon being able to increase
substantially our market share for laser marking and micro products,
particularly in the United States.
If we are unable to implement our strategy to develop new and enhanced
products, in the way described above, we may not be able to increase our
revenues. As a result, our business, operating results and financial
condition could be adversely affected. No assurance can be given that we
will successfully implement our business strategy or that any of the newly
developed or enhanced products will achieve market acceptance or not be
rendered obsolete or uncompetitive by products of other companies. See also
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business-Rofin's Laser Products".
- 21 -
While there are currently no commitments with respect to any future material
acquisitions, our business strategy includes the expansion of our products
and services, which may be effected through acquisitions. We, from time to
time, review various opportunities to acquire businesses, technologies or
products complementary to our present business. There can be no assurance
that we will be able to integrate any acquired business effectively or that
any acquisition will result in long-term benefits to us.
Our failure to avoid litigation for infringement or misappropriation of
propriety rights of third parties or to protect our propriety technology
could result in a loss of revenues and profits.
We, from time to time, receive notices from third parties alleging
infringement of such parties' patent or other proprietary rights by our
products. While these notices are common in the laser industry and we have
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 we would in the future prevail in any litigation seeking
damages or expenses from us or to enjoin us from selling its products on the
basis of such alleged infringement, or that we 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 us or our customers and a license were not made available to us
on commercially reasonable terms, we would be adversely affected.
In particular, we are currently involved in a proceeding pending before the
EPO concerning a notice of an opposition filed by a competitor, which
challenges one of the two third-party patents licensed exclusively by us
covering certain aspects of our diffusion-cooled CO2 Slab laser. See
"Business-Intellectual Property". In the event that the respective
competitor succeeds in this proceeding, our business, financial position and
results of operations would be materially adversely affected.
Our future success depends in part upon our intellectual property rights,
including trade secrets, know-how and continuing technological innovation.
There can be no assurance that the steps taken by us to protect our
intellectual property rights will be adequate to prevent misappropriation or
that others will not develop competitive technologies or products.
We currently hold 78 United States and foreign patents on our laser sources,
with expiration dates ranging from 2004 to 2019. In addition, 54 patent
applications have been filed and are under review by the patent authorities.
There can be no assurance that other companies are not investigating or
developing other technologies that are similar to ours, that any patents will
issue from any application filed by us 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 us will not be challenged, invalidated or circumvented, or
that the rights thereunder will provide a competitive advantage to us. See
also "Business - Intellectual Property".
- 22 -
Our inability to manage the risks associated with our international
operations could adversely affect our business.
Our products are currently marketed in approximately 35 countries, with
Germany, the rest of Europe, the United States and the Asia/Pacific region
being our principal markets. Sales in our principal markets are subject to
risks inherent in international business activities, including the general
economic conditions in each such country or region, 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 such as import and export licensing
requirements and trade restrictions. Our failure to manage the risks
associated with our international business operations could have a material
adverse effect on our sales and profitability.
Our profitability may be adversely affected by the economic slowdown in the
United States, Europe, or the Asia/Pacific region. A recession in these
economies could trigger a decline in laser sales to the automotive and
semicondutor/electronics industries, and any related weaknesses in their
respective currencies could adversely affect consumer demand for our
products, the U.S. dollar value of our foreign currency denominated sales,
and ultimately our consolidated results of operations.
ITEM 2. PROPERTIES
The Company's manufacturing facilities include the following:
Owned or Size
Location of Facility Leased (sq. ft.) Primary Activity
- ------------------------ ---------- ----------- ------------------------
Hamburg, Germany Owned* 136,489 CO2 lasers,
solid-state lasers
Starnberg, Germany Leased 95.043 Laser marking and micro
products, power supplies
Gunding-Munich, Germany Leased 65,302 solid-state lasers,
laser marking products
Plymouth, Michigan Leased 52,128 CO2 lasers
Kingston upon Hull,
United Kingdom Leased 48,485 Low-power CO2 lasers
Aschheim-Munich, Germany Leased 23,080 CO2 lasers
Boxborough, Massachusetts Leased 22,000 Laser marking products
Mainz, Germany Leased 25,254 Diode lasers & components
Overath, Germany Leased 14,447 Coating of materials
Sakai Atsugi-shi, Japan Leased 9,763 CO2 lasers
Pamplona, Spain Owned 7,532 Laser marking systems
Singapore Leased 6,026 Laser marking products
* The facility is owned by RSL; the real property on which the facility
is located is leased by RSL under a 99-year lease.
- 23 -
The Kingston upon Hull, United Kingdom facility lease expires in 2007. The
Gunding-Munich, Germany facility lease expires in 2005 and 2007, with an
optional yearly notice of termination. The leases on its Japanese facilities
in Atsugi-shi expire in 2004 with a renewal option for three years. The
Mainz, Germany facility lease expires in 2010 and the Overath, Germany
facility leases expire in 2003 and 2004 with a renewal option of 5 years.
The Singapore facility lease expires in 2003, with a renewal option for three
years. The Starnberg, Germany main facility is leased until 2017 from a
member of the Company's board of directors and, includes a clause to
terminate the lease contract within a two-year notice period during the
contract period. The Aschheim-Munich, Germany facility lease expires in
2010, with a renewal option until 2015. The leases on its U.S. facilities in
Boxborough, Massachusetts, and Plymouth, Michigan expire in 2006 and 2013,
respectively.
The Company maintains sales, administration and research and development
facilities at each of the Hamburg, Aschheim-Munich, Starnberg, Gunding-
Munich, Mainz, Kingston upon Hull and Plymouth locations. The Company also
maintains sales and service offices worldwide, all of which are leased.
The Company believes that its existing facilities are adequate to meet its
currently projected needs for the next 12 months and that suitable additional
or alternative space would be available, if necessary, in the future on
commercially reasonable terms. The Company expects to make additional
capital expenditures to support its diode laser and diode pumped, solid-state
laser development activities in Germany.
ITEM 3. LEGAL PROCEEDINGS
See "Intellectual Property" for further discussion on outstanding legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
fourth quarter of fiscal 2002.
- 24 -
PART II
ITEM 5. MARKET PRICE OF THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The Company's common stock is traded on the NASDAQ National Market, and,
since July 2, 2001 also on the German Neuer Markt, under the symbols RSTI and
German securities identification number 902757, respectively. The Deutsche
Borse has recently decided to reorganize the market segments at the German
stock exchange into a prime standard segment and a domestic standard segment.
RSTI will apply for the prime standard segment due to the discontinuing of
the Neuer Markt. The table below sets forth the high and low sales prices of
the Company's common stock for each quarter ended during the last two years
as reported by the National Association of Securities Dealers, Inc.:
Common Trade Prices
---------------------
Quarter ended High Low
--------------------- ---------- ---------
December 31, 2000 $ 12 2/5 $ 6 1/2
March 31, 2001 $ 10 7/8 $ 7 1/2
June 30, 2001 $ 14 1/50 $ 8 13/20
September 30, 2001 $ 13 1/20 $ 7 1/50
December 31, 2001 $ 10 1/7 $ 7
March 31, 2002 $ 11 $ 8 1/5
June 30, 2002 $ 10 2/3 $ 8 7/9
September 30, 2002 $ 9 2/3 $ 6 2/7
At December 20, 2002, the Company had eleven holders of record of its common
stock and 11,552,100 shares outstanding. The Company has not paid dividends
on its common stock and does not anticipate paying dividends in the
foreseeable future.
- 25 -
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data for the
five fiscal years ended September 30, 2002. The information sets forth below
should be read in conjunction with the consolidated financial statements and
notes thereto filed as part of this annual report.
Year ended September 30,
--------------------------------------------
2002 2001 2000 1999 1998
-------- -------- -------- -------- --------
(in thousands, except share amounts)
STATEMENT OF INCOME DATA:
Net sales $221,948 $220,557 $171,187 $124,024 $117,583
Cost of goods sold 143,128 138,408 106,890 82,230 74,476
Gross profit 78,820 82,149 64,297 41,794 43,107
SG&A expenses 46,401 41,841 29,593 23,706 22,315
Amortization expense 3,762 3,653 1,701 341 341
R&D expenses 13,249 14,798 12,953 11,808 9,960
Special charge -- 700 2,812 -- --
Income from operations 15,408 21,157 17,238 5,939 10,491
Net interest expense (income) 3,407 3,328 637 ( 702) ( 759)
Income before income taxes 12,385 18,177 16,079 6,875 11,799
Net tax expense 7,384 10,962 8,202 3,242 5,118
Net income 5,001 7,215 7,877 3,633 6,681
Net income per common
share - Basic 0.43 0.62 0.68 0.32 0.58
Net income per common
share - Diluted 0.43 0.62 0.68 0.32 0.58
Shares used in computing net
income per share - Basic 11,552 11,547 11,538 11,527 11,517
Shares used in computing net
income per share - Diluted 11,592 11,601 11,622 11,527 11,615
OPERATING DATA (as percentage of sales):
Gross profit 35.5% 37.2% 37.6% 33.7% 36.7%
SG&A expenses 20.9% 19.0% 17.3% 19.4% 19.3%
R&D expenses 6.0% 6.7% 7.6% 9.5% 8.5%
Income from operations 6.9% 9.6% 10.1% 4.8% 8.9%
Income before income taxes 5.6% 8.2% 9.4% 5.5% 10.0%
BALANCE SHEET DATA:
Working capital $ 81,661 $ 65,407 $ 62,648 $ 73,734 $ 67,119
Total assets 240,815 227,304 218,414 147,213 143,742
Line of credit and loans 63,135 64,312 74,921 27,271 22,703
Stockholders' equity 108,418 99,051 90,719 90,676 90,765
- 26 -
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Rofin-Sinar Technologies Inc. (herein also referred to as "Rofin-Sinar", or
the "Company" or "we", "us" or "our") 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 materials.
During fiscal year 2002, we realized approximately 53% of revenues from sales
and servicing of laser products for macro applications and approximately 47%
from sales and servicing of laser products for marking and micro-machining
applications.
On May 10, 2000, the Company acquired 90.01% of the share capital of Carl
Baasel Lasertechnik GmbH ("Baasel Lasertech") through its wholly owned
subsidiary Rofin-Sinar Laser GmbH, Hamburg, Germany for 44.3 million Euro
($40.2 million, at the May 10, 2000 exchange rate) in cash. Additionally,
RSTI refinanced 23.4 million Euro of the then outstanding debt of Baasel
Lasertech. In connection with the acquisition and integration of Baasel
Lasertech into the Company's operations, including the consolidation of
certain product lines, RSTI has recorded a special charge of $2.8 million, in
fiscal year 2000, to write-off certain of its inventories, which will be
discontinued. In September 2001 Baasel Lasertech was transformed into Carl
Baasel Lasertechnik GmbH & Co. KG ("CBL"), a limited partnership. The
Company and the minority shareholder of CBL are party to an option agreement
for the remaining share of capital held by the minority shareholder for a
fixed price of 6.3 million Euro. Accordingly, the accompanying financial
statements present CBL as if it was 100% owned. Effective December 31, 2002,
the minority shareholder resigned from the limited partnership. Accordingly,
the remaining shares of CBL will be purchased by RSL during fiscal 2003 for
the fixed price of 6.3 million Euro.
On February 28, 2001, the Company acquired 80% of the share capital of Z-
Laser S.A. through its wholly owned subsidiary Rofin-Baasel Espana, S.A.,
Barcelona, Spain for $3.3 million in cash. At the end of June 2001, Z-Laser
S.A. was merged into Rofin-Baasel Espana S.L.. As a result of this merger,
the minority shareholder owns 17% of the total stock of the new Spanish
subsidiary.
On October 5, 2001, the Company sold the assets of its medical laser business
resulting in a gain of $0.7 million. As part of the proceeds from the sale,
the Company received marketable equity securities which have been classified
as trading securities, under "other current assets and prepaid expenses" in
the accompanying balance sheet, as the Company intends to sell these
securities in the near term. During the nine months ended September 30,
2002, the Company recorded an unrealised loss of $0.2 million related to such
securities.
- 27 -
On June 22, 2001, the shares of the common stock of Rofin-Sinar Technologies,
Inc. were admitted to the regulated market (Geregelter Markt) with trading on
the Neuer Markt of the Frankfurt Stock Exchange in Germany. The Deutsche
Boerse AG has recently decided to reorganize the market segments at the
Frankfurt Stock Exchange into a Prime Standard segment and a General Standard
segment, and eliminate the Neuer Markt no later than 2004. Effective January
1, 2003, RSTI will be listed in the Prime Standard segment.
Outlook
Management believes that the near term growth in the Company's macro business
will be under continued pressure given the current market environment for
investment in capital goods. In the Company's marking and micro business
management sees some positive developments from the semiconductor and
electronics market which should lead to increased sales in the coming
quarters. Our diode laser products, which are sold primarily in our macro
business, have experienced quality issues that have affected the performance
of certain units in the field. As a result, during the periods reported in
this annual report on Form 10-K, the Company has incurred additional costs
that were higher than anticipated, which had an adverse impact on our gross
margin, and therefore our profitability, in these periods. Management
expects to achieve improvements on these quality-related issues in its diode
laser product line during the next quarters, and has established reserves for
the associated costs estimated to be incurred during such period related to
products that have been sold prior to September 30, 2002. Management
believes that the Company's profitability on future sales of diode laser
products may continue to be affected in the near term as these issues are
resolved.
Critical Accounting Policies
The Company's significant accounting policies are more fully described in
Note 1 of the consolidated financial statements and footnotes. Certain of
the accounting policies require the application of significant judgment by
management in selecting appropriate assumptions for calculating financial
estimates. By their nature, these judgments are subject to an inherent
degree of uncertainty.
Allowance for Doubtful Accounts
The Company records allowances for uncollectible customer accounts
receivable based on historical experience. Additionally, an allowance
is made based on an assessment of specific customers' financial
condition and liquidity. If the financial condition of the Company's
customers were to deteriorate, additional allowances may be required.
Inventory Valuation
The Company writes down inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about
future demand and market conditions. If actual market conditions are
less favorable than those projected by management, additional inventory
write-downs may be required.
- 28 -
Warranty Reserves
The Company provides for the estimated costs of product warranties when
revenue is recognized. Our estimate of costs to fulfill our warranty
obligations is based on historical experience and expectation of future
conditions. To the extent we experience increased warranty claim
activity or increased costs associated with servicing those claims,
revisions to the estimated warranty liability would be required.
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.
Fiscal Year Ended September 30,
------------------------------
2002 2001 2000
-------- -------- --------
Net sales 100% 100% 100%
Cost of goods sold 64% 63% 62%
Gross profit 36% 37% 38%
Selling, general and administrative expenses 21% 19% 17%
Research and development expenses 6% 7% 7%
Goodwill amortization 2% 1% 1%
Special charge 0% 0% 2%
Income from operations 7% 10% 10%
Income before income taxes 6% 8% 9%
Net income 2% 3% 5%
FISCAL 2002 COMPARED TO FISCAL 2001
Net Sales - Net sales of $221.9 million represent an increase of $1.4 million
and 0.6%, over the prior year. Net sales decreased $11.8 million, or 7%, in
Europe/Asia and increased $13.2 million, or 29%, in the United States, as
compared to the prior year. The U.S. dollar weakened against foreign
currencies, which had a favorable effect on net sales of $4.3 million. Net
sales of laser products for macro applications increased by 10% to $117.3
million, over the prior year, primarily due to a result of higher macro laser
shipments to the machine tool industry. Net sales of lasers for marking and
micro applications decreased by 8% to $104.6 million compared to fiscal 2001,
mainly as a result of lower marking laser shipments to the semiconductor and
electronic industry.
Gross Profit - The Company's gross profit of $78.8 million decreased by $3.3
million and 4%, over the prior year. As a percentage of sales gross profit
decreased from 37% to 36%. The lower percentage margin in fiscal 2002 was
primarily a result of the overall change in product mix and higher than
anticipated costs in our laser diode related high power laser products.
Gross profit was favorably affected by $0.4 million in fiscal 2002 due to the
weakening of the U.S. dollar.
- 29 -
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased $4.6 million or 11% to $46.4 million,
compared to fiscal 2001 primarily due to additional legal expenses to settle
the outstanding patent infringement case ($2.3 million,) and a write off and
an increase in the allowance for bad debts ($1.1 million), as a result of
some large customers declaring bankruptcy in the current year. As a
percentage of net sales selling, general and administrative expenses
increased from 19% to 21%. Selling, general and administrative expenses were
unfavorably affected by $0.9 million in fiscal 2002 due to the weakening of
the U.S. dollar.
Research and Development - The Company spent net $13.2 million on research
and development, this represents a decrease of 10% or $1.5 million over
fiscal 2001. Gross research and development expenses for fiscal 2002 and
2001 were $14.3 million and $16.0 million, respectively, and were reduced by
$1.1 million and $1.2 million of government grants during the respective
periods. Research and development expenses were unfavorably affected by $0.4
million in fiscal 2002 due to the weakening of the U.S. dollar.
Income Tax Expense - Income tax expense of $7.4 million in fiscal 2002 and
$11.0 million in fiscal 2001 represent effective tax rates of 59.6% and
60.3%, respectively. The effective tax rate exceeds the actual statutory
rate (which ranges from 30% to 46%) principally to minority interest and
other permanent differences, non-deductible goodwill amortization and
increases in the deferred tax asset valuation allowance, offset by the effect
of changes in the tax law in the U.S.
Net Income - As a result of the foregoing factors, the Company's net income
of $5.0 million ($0.43 per diluted share) in fiscal 2002 decreased by $2.2
million over the prior year's net income of $7.2 million ($0.62 per diluted
share). As an effect of currency translation, net income decreased by $1.2
million, or 19%, of fiscal 2002 net income.
FISCAL 2001 COMPARED TO FISCAL 2000
Net Sales - Net sales of $220.6 million represent an increase of $49.4
million and 29%, over the prior year. The increase is a result of the Baasel
Lasertech being included in the financial results for the entire fiscal year.
Net sales increased $46.3 million, or 36%, in Europe/Asia and an increase of
$3.1 million, or 7%, in the United States, as compared to the prior year.
The U.S. dollar strengthened against foreign currencies, which had an
unfavorable effect on net sales of $14.1 million. Net sales of laser products
for macro applications increased by 12% to $106.6 million, over the prior
year. The Baasel Lasertech acquisition accounted for $7.9 million, or 69% of
the increase in net sales of laser macro products. Net sales of lasers for
marking and micro applications increased by 50% to $114.0 million compared to
fiscal 2000. In fiscal 2001, $41.4 million of the increase in marking and
micro revenue was due to the Baasel Lasertech acquisition, which was offset
by a lower demand for laser markers in the semiconductor and electronics
industry by $3.4 million.
- 30 -
Gross Profit - The Company's gross profit of $82.1 million increased by $17.9
million and 28%, over the prior year. As a percentage of sales gross profit
decreased from 38% to 37%. The lower percentage margin in fiscal 2001 was
primarily a result of a less favorable product mix. Gross profit was
unfavorably affected by $4.3 million in fiscal 2001 due to the strengthening
of the U.S. dollar.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses increased $12.2 million or 41% to $41.8 million,
compared to fiscal 2000 primarily due to increased sales activities of the
Rofin group and additional costs in connection with the Baasel Lasertech
group reorganization. As a percentage of net sales selling, general and
administrative expenses increased by 2% from 17% to 19%. Selling, general
and administrative expenses were favorably affected by $2.5 million in fiscal
2001 due to the strengthening of the U.S. dollar.
Research and Development - The Company spent net $14.8 million on research
and development, this represents an increase of 14.2% or $1.8 million over
fiscal 2000, mainly related to the Baasel Lasertech acquisition. Gross
research and development expenses for fiscal 2001 and 2000 were $16.0 million
and $14.4 million, respectively, and were reduced by $1.2 million and $1.4
million of government grants during the respective periods. Research and
development expenses were favorably affected by $1.1 million in fiscal 2001
due to the strengthening of the U.S. dollar.
Income Tax Expense - Income tax expense of $11.0 million in fiscal 2001 and
$8.2 million in fiscal 2000 represent effective tax rates of 60.3% and 51.0%,
respectively. The increase in effective tax rate was due primarily to higher
amounts of nondeductible goodwill, a higher portion of current year profit
generated in tax jurisdictions, such as Germany, with higher statutory tax
rates, and losses in certain countries, which currently do not generate tax
benefits.
Net Income - As a result of the foregoing factors, the Company's net income
of $7.2 million ($0.62 per diluted share) in fiscal 2001 decreased by $0.7
million over the prior year's net income of $7.9 million ($0.68 per diluted
share). As an effect of currency translation, net income increased by $0.5
million, or 9%, of fiscal 2001 net income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity at September 30, 2002 were cash
and cash equivalents of $20.3 million, an annually renewable $25.0 million
line of credit with Deutsche Bank AG and several other lines of credit to
support foreign subsidiaries in their local currencies in an aggregate amount
of $29.0 million (translated at the applicable exchange rate at September 30,
2002). As of September 30, 2002, $12.7 million was outstanding under the
Deutsche Bank facility and $11.4 million under other lines of credit.
Therefore, $29.9 million is unused and available under Rofin's lines of
credit.
- 31 -
Additionally, the Company has outstanding long-term debt with a German
bank, which was used to finance part of the acquisition, and to refinance
the existing debt, of Baasel Lasertech. At September 30, 2002, $39.0
million was outstanding under this credit agreement.
Cash and cash equivalents increased by $6.8 million during fiscal 2002.
Approximately $16.2 million in cash and cash equivalents were provided by
operating activities, primarily as the result of net income and the increase
of non-cash items as well as the decrease in working capital.
Uses of cash from investing activities totaled $3.5 million for the year
ended September 30, 2002 and related primarily to various additions to
property and equipment in connection with the expansion of the Company's
operations ($4.5 million) partially offset by the cash proceeds of the sale
of the medical laser business ($0.9 million).
Net cash used in financing activities totaled $5.8 million and was
primarily related to current period repayments of bank debt.
Management believes that the cash flow from operations, along with existing
cash and cash equivalents and availability under our credit facilities and
lines of credit, will provide adequate resources to meet our capital
requirements and operational needs at least through 2003.
Currency Exchange Rate Fluctuations
Although the Company reports its' Consolidated Financial Statements in U.S.
dollars, approximately 67% of its sales are denominated in other currencies,
primarily European euro, British pound, Singapore dollar, Dutch guilder,
Taiwanese dollar, Korean won and Japanese yen. 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 United States dollars are accumulated as a separate component of
equity. The currency translation adjustment component of shareholders'
equity had the effect of decreasing total equity by $6.2 million at September
30, 2002 as compared to $10.6 million at September 30, 2001.
The fluctuation of the Euro and the other relevant functional currencies
against the U.S. dollar has had the effect of increasing or 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.
- 32 -
The following table illustrates the effect of the changes in exchange rates
on the Company's fiscal 2002, 2001 and 2000 net sales, gross profit and
income from operations.
----------------- ----------------- -----------------
Fiscal 2002 Fiscal 2001 Fiscal 2000
----------------- ----------------- -----------------
At 2001 At 2000 At 1999
Exchange Exchange Exchange
Actual Rates Actual Rates Actual Rates
-------- -------- -------- -------- -------- --------
(in millions)
Net sales $221.9 $ 217,6 $ 220.6 $ 234.7 $ 171.2 $ 184.5
Gross profit 78.8 78,4 82.1 86.4 64.3 69.4
Income from operations 15.4 16.3 21.2 21.9 17.2 19.5
Between fiscal 2002 and 2001, the Euro yearly average strengthened against
the U.S. dollar by approximately 3.6%. The impact of this weakening was to
increase net sales and gross profit by $4.3 and $0.4, respectively and
decrease income from operations by $0.9 million.
Between fiscal 2000 and 2001, the Euro yearly average weakened against the
U.S. dollar by approximately 8.2%. The impact of this weakening was to
decrease net sales, gross profit and income from operations by $14.1, $4.3
and $0.7 million, respectively.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 142, "Goodwill and Other Intangibles", under which goodwill
will no longer be subject to amortization, but will be subject to an annual
impairment test. Intangible assets that are not deemed to have an indefinite
life will continue to be amortized over their useful lives. Statement No.
142 was adopted by the Company on October 1, 2002. At the date of adoption,
the Company's balance sheet included goodwill and other intangible assets of
$49.7 million. Subsequent to adoption of Statement 142, amortization of
goodwill (which totaled $3.8 million in fiscal 2002) will be ceased. The
Company has until March 31, 2003 to complete an analysis to determine whether
an indication exists that goodwill may be impaired. However, management
currently believes that the adoption of the impairment provisions of
Statement No. 142 will not result in the recognition of any transitional
impairment losses which would be reflected as the cumulative effect of a
change in accounting principle.
FASB Statement No. 143, "Accounting for Asset Retirement Obligations" will be
effective for financial statements issued in the Company's fiscal year 2003.
This statement requires that the fair value of a liability for an asset
retirement obligation for tangible long-lived assets be recognized in the
period in which it is incurred if a reasonable estimate of fair value can be
made. Management believes that the adoption of Statement No. 143 will have no
impact on the Company's financial position or results of operations, as of
the date of adoption.
- 33 -
FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets" was adopted by the Company as of October 1, 2002. This
statement addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of, and
establishes criteria and methodologies for the recognition and measurement,
classification and valuation of such assets. Management believes that the
adoption of this statement will not have a material effect on the Company's
financial position or results of operations, as of the date of adoption.
FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others" requires increased disclosures regarding certain guarantees and
requires the recognition at fair value in the balance sheet of certain
guarantees. Interpretation No. 45 is required to be adopted by the Company
for financial statements issued in the Company's fiscal year 2003.
Management believes that the adoption of this interpretation will not have a
material effect on the Company's financial position or results of operations,
as of the date of adoption.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" which supercedes Emerging Issues
Task Force Issue No. 94-3, "Liability for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)." Statement No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of the commitment to an exit or disposal
plan. This statement is effective for exit or disposal activities that are
initiated after December 31, 2002 and its adoption will have no impact on the
Company's historical consolidated financial position, results of operations
or cash flows.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's market risk disclosures involves
forward looking statements. Actual results could differ materially from
those projected in the forward looking statements. The Company is exposed to
market risk related to changes in interest rates and foreign currency
exchange rates. The Company does not use derivative financial instruments
for trading purposes.
Interest Rate Sensitivity
As of September 30, 2002, the Company maintained a cash equivalents portfolio
of $6.7 million, consisting mainly of taxable interest bearing securities and
demand deposits all with maturities of less than three months. If short-
term interest rates were to increase or decrease by 10%, interest income
would increase or decrease by less than $0.1 million, accordingly.
- 34 -
At September 30, 2002, the Company had $16.6 million of six months adjusted
interest rate debt, $18.1 million of annually adjusted interest rate debt and
$28.4 million of fixed rate debt of which $22.5 million is due in 2003, $10.7
million is due in 2004, $4.6 million is due in 2005 and $25.3 million in
2006. A 10% change in the variable interest rates of the Company's debt
would result in an increase or decrease in pre-tax interest expense of
approximately $0.1 million.
Foreign Currency Exchange Risk
The Company enters into foreign currency forward contracts and forward
exchange options generally of less than one year duration to hedge a portion
of its foreign currency risk on sales transactions. At September 30, 2002,
the Company held Japanese yen forward contracts with notional amounts of 1.5
million Euro and Euro forward exchange options with notional amounts of $0.8
million. The gains or losses resulting from a 10% change in currency
exchange rates would not be material. Additionally, the Company entered into
a currency and interest swap agreement of notional amount 8 million French
Francs to minimize the interest expense on long-term loan.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Item 14(a) for an index to the consolidated financial statements. No
supplementary financial information is required to be presented pursuant to
Item 302(a) of Regulation S-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is included in the "Election of
Directors", "Directors and Executive Officers" and "Section 16(a) Beneficial
Ownership Reporting Compliance" sections of the Company's Proxy Statement to
be filed in connection with the Company's 2003 Annual Meeting of Stockholders
to be held in March 2003, and is incorporated by reference herein.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is included in the "Executive
Compensation and Related Information" section of the Company's Proxy
Statement to be filed in connection with the Company's 2003 Annual Meeting of
Stockholders to be held in March 2003, and is incorporated by reference
herein.
- 35-
Additional Information according to Rules and Regulations Neuer Markt
The following table sets forth information as of September 30, 2002, with
respect to beneficial ownership of the Company's Common Stock and exercisable
options by each director. To the Company's knowledge, each of the directors
has sole voting and investment power with respect to the shares of common
stock he owns.
Number of Shares of Number of Percentage
Common Stock Excercisable of
Name Beneficially Owned (1) Options Owned Class
------------------ ------------------------ ------------- --------
Peter Wirth 3,300 118,000 *
Gunther Braun 6,000 70,000 *
Carl F. Baasel 42,000 2,000 *
William R. Hoover (1) 40,500 -- *
Ralph E. Reins (1) 15,500 -- *
Gary K. Willis (1) 14,000 -- *
All directors and
Executive officers
as a group (6 persons) 121,30 0 190,000 1%
* Less than one percent of class.
(1) Outside, non-executive directors
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is included in the "Security Ownership
of Certain Beneficial Owners" and "Management" sections of the Company's
Proxy Statement to be filed in connection with the Company's 2003 Annual
Meeting of Stockholders to be held in March 2003, and is incorporated by
reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is included in the "Compensation
Committee", "Interlocks and Insider Participation" and "Certain Transactions"
sections of the Company's Proxy Statement to be filed in connection with the
Company's 2003 Annual Meeting of Stockholders to be held in March 2003, and
is incorporated by reference herein.
- 36-
ITEM 14. CONTROLS AND PROCEDURES
In the 90-day period before the filing of this report, the Chief Executive
Officer and Chief Financial Officer of the Company (collectively, the
"certifying officers") have evaluated the effectiveness of the Company's
disclosure controls and procedures (as such term is defined in Rules 13a-
14(c) and 15d-14(c) under the Securities and Exchange Act of 1934, as
amended). These disclosure controls and procedures are designed to ensure
that the information required to be disclosed by the Company in its periodic
reports filed with the Securities and Exchange Commission (the "Commission")
is recorded, processed, summarized and reported within the time periods
specified by the Commission's rules and forms, and that the information is
communicated to the certifying officers on a timely basis.
The certifying officers concluded, based on their evaluation, that the
Company's disclosure controls and procedures are effective for the Company,
taking into consideration the size and nature of the Company's business and
operations.
No significant changes in the Company's internal controls or in other factors
were detected that could significantly affect the Company's internal controls
subsequent to the date when the internal controls were evaluated.
- 37-
PART IV
ITEM 15. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
a. 1. Consolidated Financial Statements
The following financial statements are filed as part of this
annual report.
Independent Auditors' Report F-1
Consolidated Balance Sheets as of September 30, 2002 and 2001 F-2
Consolidated Statements of Operations for the years ended
September 30, 2002, 2001, and 2000 F-3
Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the years ended
September 30, 2002, 2001, and 2000 F-4
Consolidated Statements of Cash Flows for the years ended
September 30, 2002, 2001, and 2000 F-5
Notes to Consolidated Financial Statements F-6
2. Financial Statement Schedules
Independent Auditors' Report F-26
Schedule II - Valuation and Qualifying Accounts F-27
Schedules not listed above have been omitted because the matter or
conditions are not present or the information required to be set
forth therein is included in the Consolidated Financial Statements
hereto.
3. Exhibits
The exhibits listed in the accompanying index to exhibits are filed
or incorporated by reference as part of this annual report.
b. Reports on Form 8-K
The Company did not file any Reports on Form 8-K during the fiscal
year.
c. Exhibits
The exhibits listed in the accompanying index to exhibits are filed
or incorporated by reference as part of this annual report.
3.1 Certificate of Incorporation of the Company and Form of Certificate
of Amendment thereto (*)
- 38-
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------------------------------------------------------------
3.2 By-Laws of the Company (**)
4.1 Form of Rights Agreement (*)
10.1 Form of Sale and Transfer Agreement between Siemens
Aktiengesellschaft and Rofin-Sinar Technologies Inc. (*)
10.2 Form of Sale and Transfer Agreement by and among Siemens Power
Corporation and Rofin-Sinar Technologies Inc. (*)
10.3 Form of Tax Allocation and Indemnification Agreement among Rofin-
Sinar Technologies Inc., Rofin-Sinar Inc., Siemens Corporation and
Siemens Power Corporation (*)
10.4 Joint Venture Agreement, dated as of May 27, 1992, by and among
Rofin-Sinar Laser GmbH, Marubeni Corporation and Nippei Toyama
Corporation (*)
10.5 Cooperation Agreement, dated as of May 27, 1992, among Nippei Toyama
Corporation, Rofin-Sinar Laser GmbH and Marubeni Corporation (*)
10.6 Cooperation Agreement, dated as of May 27, 1992, among Rofin-Sinar
Laser GmbH, Marubeni Corporation and Nippei Toyama Corporation (*)
10.7 Inheritable Building Right (Erbbaurecht), dated as of March 1, 1990,
between Rofin-Sinar Laser GmbH and Lohss GmbH (in German, English
summary provided) (*)
10.8 Lease Agreement, dated August 10, 1990, between Josef and Maria
Kranz and Rofin-Sinar Laser GmbH (in German, English summary
provided) (*)
10.9 Lease Agreement, dated June 14, 1989, between DR Group and Rofin-
Sinar Incorporated (Mast Street property) (*)
10.10 Lease Agreement, dated March 25, 1993 between DR Group and Rofin-
Sinar Incorporated (Plymouth Oaks Drive property) (*)
10.11 Rofin-Sinar Laser GmbH Pension Plan (in German, English summary
provided) (*)
10.12 Form of 1996 Equity Incentive Plan (*)
10.13 Form of 1996 Non-Employee Directors' Stock Plan (*)
10.14 Deutsche Bank AG Commitment Letter dated August 22, 1996 (*)
10.15 Form of Employment Agreement, dated as of September 2, 1996, among
Peter Wirth, Rofin-Sinar Laser GmbH and Rofin-Sinar Technologies
Inc. (in German, English summary provided) (*)
- 39-
EXHIBIT
NUMBER DESCRIPTION
- ------- -------------------------------------------------------------------
10.16 Form of Employment Agreement, dated as of September 2, 1996, among
Hinrich Martinen, Rofin-Sinar Laser GmbH and Rofin-Sinar
Technologies Inc. (in German, English summary provided) (*)
10.17 Form of Employment Agreement, dated as of September 2, 1996, among
Gunther Braun, Rofin-Sinar Laser GmbH and Rofin-Sinar Technologies
Inc. (in German, English summary provided) (*)
10.18 English Translation of Acquisition Agreement, dated as of April 29,
2000, by and between Mannessmann Demag Krauss-Maffei AG and Rofin-
Sinar Laser GmbH (***)
10.19 English Translation of Option Agreement between Carl Baasel and
Rofin-Sinar Laser GmbH (+)
10.20 Lease Agreement between Carl Baasel and Rofin-Sinar Laser GmbH (+)
11.1 Statement of earnings per share
21.1 List of Subsidiaries of the Registrant
27.1 Financial Data Schedule for fiscal year ended September 30, 2001
- ----------------------------------------------------------------------------
(*) Incorporated by reference to the exhibits filed with the Company's
Registration Statement on Form S-1 (File No. 333-09539) which was
declared effective on September 25, 1996.
(**) Incorporated by reference to the exhibit filed with the Company's
Quarterly Report for the period ended March 31, 1998.
(***) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 24, 2000.
(+) To be filed by amendment
- 40 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: December 20, 2002 ROFIN-SINAR TECHNOLOGIES INC.
By: /s/ Peter Wirth
-------------------------------
Peter Wirth
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------- ----------------------------- -----------------
/s/ Peter Wirth Chairman of the Board of December 20, 2002
- --------------------- Directors, Chief Executive
Peter Wirth Officer and President
/s/ Gunther Braun Executive Vice President, December 20, 2002
- --------------------- Finance and Administration,
Gunther Braun Chief Financial Officer,
Principal Accounting Officer
and Director
/s/ William Hoover Director December 20, 2002
- ---------------------
William Hoover
/s/ Ralph Reins Director December 20, 2002
- ---------------------
Ralph Reins
/s/ Gary Willis Director December 20, 2002
- ---------------------
Gary Willis
/s/ Carl F. Baasel Director December 20, 2002
- ---------------------
Carl F. Baasel
- 41 -
CERTIFICATIONS
I, Peter Wirth, Chairman of the Board of Directors and Chief Executive
Officer and President, certify that:
1. I have reviewed this annual report on Form 10-K of Rofin-Sinar
Technologies Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
- 42 -
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 20, 2002
/s/ Peter Wirth
-------------------------------
Peter Wirth
Chairman of the Board, Chief
Executive Officer and President
- 43 -
CERTIFICATION
I, Gunther Braun, Executive Vice President, Finance and Administration, Chief
Financial Officer, Principal Accounting Officer and Director, certify that:
1. I have reviewed this annual report on Form 10-K of Rofin-Sinar
Technologies Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors:
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
- 44 -
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 20, 2002
/s/ Gunther Braun
-------------------------------
Gunther Braun
Executive Vice President,
Finance and Administration,
Chief Financial Officer,
Principal Accounting Officer
and Director
- 45 -
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Rofin-Sinar Technologies Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Rofin-Sinar
Technologies Inc. and subsidiaries as of September 30, 2002 and 2001, and the
related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended September 30, 2002. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Rofin-
Sinar Technologies Inc. and subsidiaries as of September 30, 2002 and 2001,
and the results of their operations and their cash flows for each of the
years in the three-year period ended September 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.
KPMG LLP
Detroit, Michigan
November 1, 2002
F-1
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30,
-----------------------
2002 2001
---------- ----------
ASSETS
Current Assets:
Cash and cash equivalents $ 20,312 $ 13,487
Accounts receivable, trade 59,772 57,445
Less allowance for doubtful accounts ( 1,498) ( 2,033)
---------- ----------
Trade accounts receivable, net 58,274 55,412
Accounts receivable, related party 66 560
Other accounts receivable 2,093 1,973
Investment in marketable equity securities 829 --
Inventories (note 2) 74,290 70,328
Prepaid expenses 835 1,115
Deferred income tax assets - current (note 9) 7,193 6,375
---------- ----------
Total current assets 163,892 149,250
Property and equipment, at cost (note 3) 48,667 44,664
Less accumulated depreciation ( 23,978) ( 21,818)
---------- ----------
Property and equipment, net 24,689 22,846
Deferred income tax assets - noncurrent (note 9) 1,968 3,279
Goodwill, net (note 4) 49,722 51,445
Other assets 544 484
---------- ----------
Total assets $ 240,815 $ 227,304
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Line of credit and short term borrowings
(notes 6 and 7) $ 22,544 $ 27,528
Accounts payable, trade 12,798 12,325
Accounts payable to related party (note 12) 7,830 6,349
Income taxes payable (note 9) 5,699 5,133
Deferred income tax liabilities - current (note 9) 1,920 1,155
Accrued liabilities (note 5) 31,440 31,353
---------- ----------
Total current liabilities 82,231 83,843
Long-term debt (notes 6 and 7) 40,591 36,784
Pension obligations (note 10) 6,026 5,120
Deferred income tax liabilities - noncurrent (note 9) 2,036 1,399
Minority interests 1,218 859
Other long-term liabilities 295 248
--------- ---------
Total liabilities 132,397 128,253
Commitments and contingencies (note 8)
Stockholders' equity:
Preferred stock, 5,000,000 shares authorized,
none issued or outstanding -- --
Common stock, $0.01 par value, 50,000,000 shares
authorized, 11,551,800 (11,546,500 at
September 30, 2001) shares issued
and outstanding 115 115
Additional paid-in capital 76,156 76,123
Retained earnings 39,361 34,360
Accumulated other comprehensive loss ( 7,214) ( 11,547)
---------- ----------
Total stockholders' equity 108,418 99,051
---------- ----------
Total liabilities and stockholders' equity $ 240,815 $ 227,304
========== ==========
See accompanying notes to consolidated financial statements
F-2
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
(dollars in thousands, except per share amounts)
Years ended September 30,
-------------------------------
2002 2001 2000
---------- ---------- ---------
Net sales $ 221,948 $ 220,557 $ 171,187
Cost of goods sold 143,128 138,408 106,890
---------- ---------- ---------
Gross profit 78,820 82,149 64,297
---------- ---------- ---------
Selling, general, and administrative expenses 46,401 41,841 29,593
Research and development expenses 13,249 14,798 12,953
Goodwill amortization 3,762 3,653 1,701
Special charges (note 1) -- 700 2,812
---------- ---------- ---------
Income from operations 15,408 21,157 17,238
Other expense (income):
Interest, net (note 12) 3,407 3,328 637
Minority interest 772 688 757
Miscellaneous ( 1,156) ( 1,036) ( 235)
---------- ---------- ---------
Total other expense (income), net 3,023 2,980 1,159
---------- ---------- ---------
Income before income taxes 12,385 18,177 16,079
Income tax expense (note 9) 7,384 10,962 8,202
---------- --------- ---------
Net income $ 5,001 $ 7,215 $ 7,877
========== ========= =========
Net income per share (note 11):
Basic $ 0.43 $ 0.62 $ 0.68
Diluted $ 0.43 $ 0.62 $ 0.68
========== ========= =========
Weighted average shares used in computing
net income per share (note 11):
Basic 11,551,800 11,546,500 11,538,200
Diluted 11,591,505 11,600,648 11,621,889
========== ========== ==========
See accompanying notes to consolidated financial statements
F-3
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
Years ended September 30, 2000, 2001, and 2002
(dollars in thousands)
Accumulated
Common Additional Other Total
Stock Paid-in Retained Comprehensive Stockholders'
Par Value Capital Earnings Income(loss) Equity
------------ ------------ ------------ ------------ ------------
BALANCES at September 30, 1999 $ 115 $ 75,956 $ 19,268 $ ( 4,663) $ 90,676
Comprehensive income:
Foreign currency translation adjustment -- -- -- ( 7,927) ( 7,927)
Net income -- -- 7,877 -- 7,877
------------
Total comprehensive income (loss) (50)
Common stock issued in connection with
stock incentive plans -- 93 -- -- 93
------------ ------------ ------------ ------------ ------------
BALANCES at September 30, 2000 $ 115 $ 76,049 $ 27,145 $ ( 12,590) $ 90,719
Comprehensive income:
Cumulative effect of change in
Accounting principle ( 188) ( 188)
Fair value of interest swap agreement -- -- -- ( 783) ( 783)
Foreign currency translation adjustment -- -- -- 2,014 2,014
Net income -- -- 7,215 -- 7,215
------------
Total comprehensive income (loss) 8,258
Common stock issued in connection with
stock incentive plans -- 74 -- -- 74
------------ ------------ ------------ ------------ ------------
BALANCES at September 30, 2001 $ 115 $ 76,123 $ 34,360 $ ( 11,547) $ 99,051
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(CONTINUED)
Years ended September 30, 2000, 2001, and 2002
(dollars in thousands)
Accumulated
Common Additional Other Total
Stock Paid-in Retained Comprehensive Stockholders'
Par Value Capital Earnings Income(loss) Equity
------------ ------------ ------------ ------------ ------------
BALANCES at September 30, 2001 $ 115 $ 76,123 $ 34,360 $ ( 11,547) $ 99,051
Comprehensive income:
Fair value of interest swap agreement -- -- -- ( 80) ( 80)
Foreign currency translation adjustment -- -- -- 4,413 4,413
Net income -- -- 5,001 -- 5,001
------------
Total comprehensive income (loss) 9,334
Common stock issued in connection with
stock incentive plans -- 33 -- -- 33
------------ ------------ ------------ ------------ ------------
BALANCES at September 30, 2002 $ 115 $ 76,156 $ 39,361 ( 7,214) $ 108,418
============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements
F-4
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30, 2002, 2001 AND 2000
(dollars in thousands)
Years ended September 30,
--------------------------
2002 2001 2000
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 5,001 $ 7,215 $ 7,877
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 7,496 7,186 4,883
Issuance of restricted stock 27 43 33
Provision for doubtful accounts ( 635) ( 7) 672
Unrealized loss from securities 181 -- --
Exchange rate gains ( 933) ( 1,005) 384
Loss on disposal of property and equipment 99 127 115
Gain on sale of medical business ( 718) -- --
Deferred income taxes 1,618 858 ( 864)
Increase in minority interest 772 688 757
Change in operating assets and liabilities:
Trade accounts receivable 909 ( 2,795) (14,256)
Other accounts receivable 556 194 ( 375)
Inventories 313 (11,293) ( 5,650)
Prepaid expenses and other 212 ( 472) ( 56)
Accounts payable 1,262 2,371 4,718
Income taxes payable 1,055 456 3,769
Accrued liabilities and pension obligations ( 1,060) 5,555 4,076
-------- -------- --------
Net cash provided by operating
activities 16,155 9,121 6,083
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment ( 4,547) ( 4,685) ( 3,923)
Proceeds from the sale of property and equipment 143 105 186
Proceeds from the sale of business 938 -- --
Acquisition of business, net of cash acquired -- ( 2,565) (38,041)
-------- -------- --------
Net cash used in investing activities ( 3,466) ( 7,145) (41,778)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from bank 5,503 48,538 51,683
Repayments to bank (10,834) (65,743) (18,899)
Repayments to related party -- -- ( 3,461)
Payment to subsidiary's minority shareholders ( 435) ( 608) ( 419)
Other 6 43 89
-------- -------- --------
Net cash provided by (used in)
financing activities ( 5,760) (17,770) 28,993
-------- -------- --------
Effect of foreign currency translation on cash ( 104) 308 ( 1,130)
-------- -------- --------
Net increase (decrease)
in cash and cash equivalents 6,825 (15,486) ( 7,832)
Cash and cash equivalents at beginning of year 13,487 28,973 36,805
-------- -------- ---------
Cash and cash equivalents at end of year $ 20,312 $ 13,487 $ 28,973
======== ======== =========
Cash paid during the year for interest $ 3,105 $ 3,924 $ 2,217
======== ======== =========
Cash paid during the year for income taxes $ 1,468 $ 5,412 $ 4,954
======== ======== =========
See accompanying notes to consolidated financial statements
F-5
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000, 2001, and 2002
(dollars in thousands)
1. SUMMARY OF ACCOUNTING POLICIES
(a) Description of the Company and Business
The primary business of Rofin is to develop, manufacture and market
industrial lasers and supplies used for material processing applications.
The majority of the Company's customers are in the machine tool, automotive,
semiconductor/electronics industries and are located in the United States,
Europe, and Asia. For the years ended September 30, 2002 and 2001, Rofin
generated approximately 69% and 71%, respectively of its revenues from the
sale of new lasers and laser systems and approximately 31% and 29%,
respectively, from aftermarket support for the Company's existing laser
products and from its components business.
The accompanying financial statements present the historical financial
information of Rofin-Sinar Technologies Inc. ("Rofin" or "RSTI" or "the
Company") and its wholly owned subsidiaries. Rofin consists of Rofin-Sinar
Inc. ("RSI") and Rofin-Sinar Technologies Europe S.L. ("RSTE"). RSTE, a
European holding company formed in 1999 owns 100% of Rofin-Sinar Laser GmbH
("RSL"), 80% of Dilas Diodenlaser GmbH ("Dilas"), 100% of Rofin-Baasel
Italiana S.r.l., 100% of Rofin-Baasel France S.A., 71% of Rofin-Sinar UK
Ltd., 100% of Rofin-Baasel UK Ltd., 100% of Rofin-Baasel Benelux B.V., 100%
of Rofin-Baasel Singapore Pte. Ltd., 83% of Rofin-Baasel Espana S.L.("RBE"),
100% of Rofin-Baasel Taiwan Ltd.(formed on July 1, 2002) and 100% of Rofin-
Baasel Korea Co., Ltd. (formed on July 22, 2002).
RSL includes the consolidated accounts of its 51% owned subsidiary Rofin-
Marubeni Laser Corporation (a Japanese corporation - "Rofin-Marubeni"); its
100% owned subsidiaries Rasant-Alcotec Beschichtungstechnik GmbH ("Rasant");
CBL Verwaltungsgesellschaft mbH; and its 90.01% owned subsidiary Carl Baasel
Lasertechnik GmbH & Co. KG. ("CBL").
CBL includes the consolidated accounts of its wholly owned subsidiaries
Rofin-Baasel Inc. ("RBI"), Wegmann-Baasel Laser und elektrooptische Geraete
GmbH, and PMB Elektronik GmbH.
All significant intercompany balances and transactions have been eliminated
in consolidation.
On June 22, 2001, the shares of the common stock of Rofin-Sinar Technologies,
Inc. were admitted to the regulated market (Geregelter Markt) with trading on
the Neuer Markt of the Frankfurt Stock Exchange in Germany. The Deutsche
Borse AG has recently decided to reorganize the market segments at the
Frankfurt Stock Exchange into a prime standard segment and a domestic
standard segment, and eliminate the Neuer Markt no later then fiscal year
2004. RSTI will apply to be listed in the prime standard segment.
F-6
(b) Acquisitions and Dispositions
On October 5, 2001, the Company sold the assets of its medical laser business
resulting in a gain of $0.7 million. As part of the proceeds from the sale,
the Company received marketable equity securities, which have been classified
as trading securities, as the company intends to sell these securities in the
near term. The Company recorded an unrealized loss of $0.2 million related
to such securities during fiscal year 2002.
On February 28, 2001, the Company acquired 80% of the share capital of Z-
Laser S.A. through its wholly owned subsidiary Rofin-Baasel Espana, S.A.,
Barcelona, Spain for $3.3 million in cash. Goodwill and other intangibles,
resulting from the acquisition, were $2.1 million and are being amortized
over a period of 15 years. At the end of June 2001, Z-Laser S.A. was merged
into RBE. As a result of this merger, the minority shareholder owns 17% of
the total stock of the new Spanish subsidiary. The Company and the minority
shareholder are parties to a put/call option agreement for the remaining 17%
of share capital held by the minority shareholder for a fixed price of 0.9
million Euro ($889) (see note 12). Accordingly, the accompanying financial
statements present RBE as if it was 100% owned.
On May 10, 2000, the Company acquired 90.01% of the share capital of Carl
Baasel Lasertechnik GmbH ("Baasel Lasertech") through its wholly owned
subsidiary RSL for 44.3 million Euro ($40.2 million, at the May 10, 2000
exchange rate) in cash. Additionally, RSTI refinanced 23.4 million Euro of
the then outstanding debt of Baasel Lasertech. In connection with the
acquisition and integration of Baasel Lasertech into the Company's
operations, including the consolidation of certain product lines, RSTI has
recorded a special charge of $2.8 million to write-off certain of its
inventories, which will be discontinued. In September 2001, Baasel Lasertech
was transformed into CBL, a limited partnership. The Company and the
minority shareholder of CBL are party to an option agreement for the
remaining share of capital held by the minority shareholder for a fixed price
of 6.3 million Euro ($6,186) (see note 12). Accordingly, the accompanying
financial statements present CBL as if it was 100% owned. Effective December
31, 2002 the minority shareholder resigned from the limited partnership.
Accordingly, the remaining shares of CBL will be purchased by RSL during 2003
for the fixed price of 6.3 million Euro.
(c) Cash Equivalents
Cash equivalents consist of liquid instruments with an original maturity of
three months or less as well as taxable and tax-exempt variable rate demand
obligations, which are redeemable upon a five day minimum notice. Interest
income was $365, $1,112, and $2,354 for the years ended September 30, 2002,
2001, and 2000, respectively, and was offset by interest expense in the
accompanying consolidated statements of operations.
F-7
(d) Inventories
Inventories are stated at the lower of cost or market, after provisions for
excess and obsolete inventory salable at prices below cost. Costs are
determined using the first in, first out and weighted average cost methods.
The Company writes down inventory for estimated obsolescence or unmarketable
inventory equal to the difference between the cost of inventory and the
estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those
projected by management, additional inventory write-downs may be required.
(e) Property and Equipment
Property and equipment are recorded at cost and depreciated over their
estimated useful lives, except for leasehold improvements, which are
amortized over the lesser of their estimated useful lives or the term of the
lease. The methods of depreciation are straight line for financial reporting
purposes and accelerated for income tax purposes. Depreciable lives for
financial reporting purposes are as follows:
Useful
Lives
----------
Buildings 40 Years
Machinery and equipment 3-10 Years
Furniture and fixtures 3-10 Years
Computers and software 3-4 Years
Leasehold improvements 3-15 Years
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to future undiscounted net
cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of
the assets. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell.
(f) Goodwill
Goodwill, which represents the excess of purchase price over the fair value
of the net assets acquired, in a purchase business combination, is amortized
on a straight-line basis over 15 years. The amount of goodwill impairment,
if any, is measured based on projected discounted future operating cash flow
using a discount rate reflecting the Company's average cost of funds. The
Company believes that no impairment exists at September 30, 2002.
F-8
(g) Revenue Recognition and Accounts Receivable Valuation
Revenues are generally recognized upon delivery of product or the rendering
of services, when the sales price is fixed or determinable, and when
collectibility is reasonably assured. Specifically, product revenues are
recorded at the time of delivery or factory acceptance by the customer.
Spare parts sales are recorded at the time of shipment and service revenues
are recognized when performed. Maintenance service contracts are billed in
advance as deferred revenue and are recognized over the term of the service
contract.
The Company records allowances for uncollectible customer accounts receivable
based on historical experience. Additionally, an allowance is made based on
an assessment of specific customers' financial condition and liquidity. If
the financial condition of the Company's customers were to deteriorate,
additional allowances may be required.
(h) Income Taxes
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss tax carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred taxes of a change in tax rates
is recognized in income in the period that includes the enactment date. In
assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized.
(i) Accounting for Warranties
The Company issues a standard warranty of one year for parts and labor on
lasers that are sold. Additionally, extended warranties are negotiated on a
contract-by-contract basis. The Company provides for estimated warranty
costs as products are shipped.
The Company's estimate of costs to fulfill it's warranty obligations is based
on historical experience and expectation of future conditions. To the extent
the Company experiences increased warranty claim activity or increased costs
associated with servicing those claims, revisions to the estimated warranty
liability would be required.
F-9
(j) Foreign Currency Translation
The assets and liabilities of the Company's operations outside the United
States are translated into U.S. dollars at exchange rates in effect on the
balance sheet date, and revenues and expenses are translated using a weighted
average exchange rate during the period. Gains or losses resulting from
translating foreign currency financial statements are recorded as a separate
component of stockholders' equity. Gains or losses resulting from foreign
currency transactions are included in net income.
(k) Net Earnings per Share (EPS)
Basic EPS is computed by dividing net income by the weighted average number
of common shares outstanding during the period. Diluted EPS reflects the
potential dilution from common stock equivalents (stock options).
(l) Comprehensive Income
Comprehensive income consists of net income, foreign currency translation
adjustments and fair value of interest rate swap agreements and is presented
in the consolidated statements of stockholders' equity and comprehensive
income. Accumulated other comprehensive income is comprised of the following:
September 30,
------------------------
2002 2001
----------- -----------
Foreign currency translation
adjustment $ ( 6,163) $ ( 10,576)
Fair value of interest swap
agreements (net of tax effect
of $634 in 2002 and $614 in
2001) ( 1,051) ( 971)
----------- -----------
Total accumulated other
comprehensive income $ ( 7,214) $ ( 11,547)
=========== ===========
(m) Research and Development Expenses
Research and development costs are expensed when incurred and are net of
German government and European grants of $1,077, $1,221, and $1,377 received
for the years ended September 30, 2002, 2001, and 2000, respectively. The
Company has no future obligations under such grants.
F-10
(n) Financial Instruments
The fair value of financial instruments, consisting principally of cash,
accounts receivable, accounts payable, and line of credits, approximate
carrying value due to the short-term nature of such instruments. The fair
value of long-term debt approximates the carrying value due to the variable
based interest on such debt.
(o) Derivative Financial Instruments
The Company uses derivative financial instruments to manage funding costs and
exposures arising from fluctuations in interest rates. These derivative
financial instruments consist primarily of interest rate swaps. The Company
does not use derivative financial instruments for trading purposes.
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Certain Hedging Activities and SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging Activity,
an Amendment of SFAS 133." require that all derivative instruments be
recorded on the balance sheet as either an asset or liability measured at
their respective fair values and that changes in the derivative instruments'
fair value be recognized in earnings. On the date the derivative contract is
entered into, the Company designates the derivative as a hedge of the
variability of cash flows to be paid related to a recognized liability ("cash
flow" hedge). Changes in the fair value of a derivative that is highly
effective and that is designated and qualifies as a cash-flow hedge are
recorded in other comprehensive income, until earnings are affected by the
variability in cash flows of the designated hedged item.
Interest differentials resulting from interest rate swap agreements
designated as hedges of the Company's financial liabilities are recorded on
an accrual basis as an adjustment to interest expense.
From time to time, the Company enters into foreign currency forward contracts
and forward exchange options generally of less than one year duration to
hedge a portion of its sales transactions denominated in foreign currencies.
At September 30, 2002, the Company held Japanese yen forward contracts with
notional amounts of 1.5 million Euro, and Euro forward exchange options with
notional amounts of $0.8 million.
The Company manages exposure to counterparty credit risk by entering into
derivative financial instruments with highly rated institutions that can be
expected to fully perform under the terms of such agreements.
(p) Use of Estimates
Management of the Company make a number of estimates and assumptions relating
to the reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these financial statements in conformity
with accounting principles generally accepted in the United States of
America. Actual results could differ from these estimates.
F-11
2. INVENTORIES
Inventories are summarized as follows:
September 30,
----------------------
2002 2001
--------- ---------
Finished goods $ 11,188 $ 7,612
Work in progress 20,255 19,975
Raw materials and supplies 20,169 18,430
Demo inventory 6,548 9,325
Service parts 16,130 14,986
--------- ---------
Total inventories, net $ 74,290 $ 70,328
========= =========
3. PROPERTY AND EQUIPMENT
Property and equipment include the following:
September 30,
----------------------
2002 2001
--------- ---------
Buildings $ 18,985 $ 17,671
Technical machinery and equipment 11,626 10,251
Furniture and fixtures 8,975 7,851
Computers and software 5,189 5,048
Leasehold improvements 3,892 3,843
--------- ---------
Total property and equipment, at cost $ 48,667 $ 44,664
========= =========
4. GOODWILL
Goodwill, net is as follows:
September 30,
----------------------
2002 2001
--------- ---------
Goodwill $ 60,078 $ 57,571
Accumulated amortization 10,356 6,126
--------- ---------
Total goodwill, net $ 49,722 $ 51,445
========= =========
F-12
5. ACCRUED LIABILITIES
Accrued liabilities are comprised of the following:
September 30,
----------------------
2002 2001
--------- ---------
Employee compensation $ 9,039 $ 8,577
Warranty reserves 10,036 9,717
Other taxes payable 289 869
Customer deposits 3,202 4,738
Other 8,874 7,452
--------- ---------
Total accrued liabilities $ 31,440 $ 31,353
========= =========
6. LINE OF CREDIT
The Company maintains a $25,000 annually renewable line of credit with
Deutsche Bank AG to support its working capital needs. As of September 30,
2002 and 2001, $12,703 and $14,161, respectively, were outstanding under this
loan facility as a result of borrowings by RSL, Rofin-Marubeni, Rofin-Baasel
Italiana S.r.L., Rasant, Rofin-Sinar UK Ltd., Dilas and Rofin-Baasel
Singapore Pte. Ltd. at an average fixed interest rate of 3.5% for fiscal 2002
and 4.2% for fiscal 2001.
In addition, the Company's non-U.S. subsidiaries have several lines of
credit, which allow them to borrow in the applicable local currency. At
September 30, 2002 and 2001, direct borrowings under these agreements totaled
$5,286 and $9,098, respectively. The remaining unused portion of the lines
of credit, at September 30, 2002, was $16,031, in aggregate. Fixed interest
rates vary from 1.1% up to 6.15%, depending upon the country and usage of the
available credit.
The short-term portion of the refinancing of the acquisition of CBL and its
existing debt ($4,555) is included in the caption "line of credit and short-
term borrowings" (see note 7) in the accompanying consolidated balance sheet.
7. LONG-TERM DEBT
Dilas and RSL maintain additional long-term credit facilities of $7.5
million, which expire in 2004. Rasant maintains a long term credit facility
of $143 that expires in 2009. As of September 30, 2002, $6,156 was borrowed
against such facilities at an average interest rate of 4.6%. As of September
30, 2001, Rasant and Rofin-Baasel France S.A. had long-term credit facilities
of $752 and $489 borrowed against such facilities at an average interest rate
of 6.3%.
F-13
On December 15, 2000, the Company refinanced its existing credit facilities
for the financing of the acquisition and the assumption of the debt of CBL.
As of September 30, 2002, two separate notes aggregating $38,990 were
outstanding under these credit facilities, bearing interest at the six-month
Euribor rate. Maturities of these loans are as follows: $4,555 in 2003,
$4,556 in 2004, $4,556 in 2005 and $25,323 in 2006. Based on the above
maturities, $4,555 has been included in the caption "line of credit and
short-term borrowings" in the accompanying consolidated balance sheet (see
note 6).
The Company has entered into certain swap arrangements to hedge the risk of
changes in future cash flows due to the variable rate basis of the long term
debt and to reduce the Company's overall cost of borrowing. At September 30,
2002, the following swap arrangements were outstanding: $10,456 notional
amount converted to a variable rate of six-month United States dollar LIBOR;
$27,752 notional amount converted to fixed rates ranging from 6.46% to 6.73%;
and $5,318 notional amount subject to a Swiss Franc cross-currency swap
agreement based on six-month Swiss Franc LIBOR.
8. LEASE COMMITMENTS
The Company leases operating facilities and equipment under operating leases,
which expire at various dates through 2017. The lease agreements require
payment of real estate taxes, insurance and maintenance expenses by the
Company.
Minimum lease payments for future fiscal years under non-cancelable operating
leases as of September 30, 2002 are:
Fiscal Year Ending September 30, Total
-------------------------------- --------
2003 $ 3,986
2004 3,350
2005 2,480
2006 1,823
2007 and thereafter 5,250
Rent expense charged to operations for the years ended September 30, 2002,
2001, and 2000, approximated $3,959, $3,373, and $2,857, respectively.
F-14
9. INCOME TAXES
Income before income taxes is attributable to the following geographic
regions:
Years ended September 30,
------------------------------
2002 2001 2000
--------- -------- ---------
United States $ 1,170 $ ( 515) $( 2,250)
Germany 8,830 15,512 16,341
France 98 800 728
Italy 593 646 190
Japan 330 361 534
United Kingdom 1,078 848 376
Other 286 525 160
--------- --------- ---------
Total income before income taxes $ 12,385 $ 18,177 $ 16,079
========= ========= =========
The provision for income tax expense is comprised of the following amounts:
Years ended September 30,
-------------------------------
2002 2001 2000
--------- -------- ---------
Current:
United States $( 4) $ 34 $ 350
Foreign 5,770 10,071 8,914
-------- --------- ---------
Total current 5,766 10,104 9,264
-------- --------- ---------
Deferred:
United States 392 795 ( 736)
Foreign 1,226 63 ( 326)
-------- --------- ---------
Total deferred 1,618 858 (1,062)
-------- --------- ---------
Total income tax expense $ 7,384 $10,962 $ 8,202
======== ========= =========
Statutory tax rates in the U.S., U.K., Italy, France, Spain, the Netherlands,
Singapore and Japan approximate 34%, 30%, 40.25%, 34.33%, 35%, 35%, 22% and
45.53%, respectively. German corporate tax law applies the imputation system
with regard to the taxation of the income of a corporation (such as RSL, CBL,
WBL and Dilas). In general, retained corporate income is subject to a
municipal trade tax (which approximates 17%), which is deductible for federal
corporate income tax purposes, a federal corporate income tax of 25% and a
surcharge of 5.5% on the federal corporate income tax amount.
F-15
The difference between actual income tax expense and the amount computed by
applying the U.S. federal income tax rate of 34% is as follows:
--------------------------
Years ended September 30,
--------------------------
2002 2001 2000
-------- -------- --------
Computed "expected" tax expense $ 4,211 $ 6 180 $ 5,467
Difference between U.S. and foreign
statutory rates 588 1,612 1,786
Non-deductible goodwill amortization 661 928 534
Minority interest and other permanent
differences 1,183 599 --
Change in tax law ( 486) -- --
Adjustment of Valuation allowance 489 1,268 573
Adjustment of prior-year tax estimates 248 22 ( 191)
Other 490 353 33
-------- -------- --------
Actual tax expense $ 7,384 $10,962 $ 8,202
======== ======== ========
The tax effects of temporary differences that give rise to the net deferred
tax assets are as follows:
September 30,
----------------------
2002 2001
--------- ---------
Deferred tax assets:
Foreign
German reorganization benefits $ -- $ 85
Net operating loss carryforwards 199 561
Pension accrual 390 303
Inventory 2,198 1,993
Other, net 264 826
--------- ---------
Total Foreign 3,051 3,768
United States:
Net operating loss carryforwards 3,995 3,863
Property & equipment 48 222
Warranty accrual 565 580
Inventory 2,429 2,350
Allowance for bad debt 175 308
Pension accrual 161 175
Other 1,885 1,636
--------- ---------
Total United States 9,258 9,133
Gross deferred tax assets 12,309 12,901
Less: Valuation allowance ( 3,625) ( 3,146)
--------- ---------
Net deferred tax assets 8,684 9,755
--------- ---------
F-16
September 30,
----------------------
2002 2001
--------- ---------
Deferred tax liabilities:
Foreign:
Property & equipment ( 1,621) ( 1,340)
Accrued liabilities ( 26) ( 155)
Allowance for bad debt ( 239) ( 348)
Valuation of accounts payable ( 946) ( 397)
Other ( 647) ( 415)
--------- ---------
Total Foreign ( 3,479) ( 2,655)
--------- ---------
Net deferred income tax assets $ 5,205 $ 7,100
========= =========
In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment.
Based upon the level of historical taxable income and projections for future
taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that the Company
will realize the benefits of these deductible differences, net of the
existing valuation allowances at September 30, 2002. At September 30, 2002,
the Company had established a valuation allowance related to net operating
loss carryforwards at RBI due to uncertainly regarding RBI's ability to
generate future taxable income required to utilize these carryforwards. The
valuation allowance increased in fiscal 2002 by $479 due to increases in the
net operating loss carryforward.
At September 30, 2002, the Company has net operating loss carryforwards
available of $9,492 in the United States (which expire beginning in 2005) and
$705 in Germany (which has no expiration date). The annual utilization by
the Company of its U.S. net operating loss carryforwards will be subject to
certain annual limitations under Section 382 of the Internal Revenue Code.
The Company has not recorded deferred income taxes applicable to
undistributed earnings of its foreign subsidiaires' operations as all such
earnings are deemed to be indefinitely reinvested in those operations.
10. EMPLOYEE BENEFIT PLANS
The Company has defined benefit pension plans for the RSL and RSI employees.
The Company's U.S. plan began in fiscal 1995 and is funded. As is the normal
practice with German companies, the German pension plan is unfunded. Any new
employees, hired after the acquisition of CBL, are not eligible for the RSL
pension plan.
F-17
The following table sets forth the funded status of the plans at the balance
sheet dates:
September 30,
----------------------
2002 2001
--------- ---------
Change in benefit obligation:
Benefit obligation at beginning of year $ 7,575 $ 6,674
Service cost 613 551
Interest cost 487 451
Actuarial (gains) and losses ( 362) ( 135)
Foreign exchange rate changes 350 178
Benefits paid ( 102) ( 144)
--------- ---------
Benefit obligation at end of year 8,561 7,575
--------- ---------
Change in plan assets:
Fair value of plan assets at beginning of year 2,067 2,654
Actual return on plan assets ( 165) ( 484)
Employer contributions 279 --
Benefits paid ( 78) ( 103)
--------- ---------
Fair value of plan assets at end of year 2,103 2,067
--------- ---------
Funded status ( 6,458) ( 5,508)
Unrecognized net actuarial loss (gain) 218 111
Unrecognized prior service cost 214 277
--------- ---------
Accrued benefit cost $( 6,026) $( 5,120)
========= =========
Discount rate:
United States 7.0% 7.5%
Foreign 5.7% 6.0%
Expected return on plan assets -
United States only 7.5% 8.0%
Rate of compensation increase
United States 4.0% 6.0%
Foreign 2.0% 2.0%
The following table sets forth the components of net periodic benefit cost
for the respective fiscal years:
Years ended September 30,
-----------------------------------
2002 2001 2000
----------- ----------- -----------
Service cost $ 613 $ 551 $ 598
Interest cost 487 451 427
Expected return on plan assets ( 166) ( 209) ( 177)
Amortization of prior service cost 63 63 63
Recognized net actuarial loss -- ( 35) 6
--------- --------- ---------
Net periodic benefit cost $ 997 $ 821 $ 917
========= ========= =========
F-18
RSI and Rofin-Baasel Inc. have 401(k) plans for the benefit of all eligible
U.S. employees, as defined by the plan. Participating employees may
contribute up to 16% of their qualified annual compensation. The Companies
match 50% of the first 5 to 6% of the employees' compensation contributed as
a salary deferral. Company contributions for the years ended September 30,
2002, 2001, and 2000 were $149, $130, and $153, respectively.
11. NET INCOME PER COMMON SHARE
The calculation of the weighted average number of common shares outstanding
for each period is as follows:
Years ended September 30,
-----------------------------------
2002 2001 2000
----------- ----------- -----------
Weighted average number of
shares for BASIC net income
per common share 11,551,800 11,546,500 11,538,200
Potential additional shares
due to outstanding dilutive
stock options 39,705 54,148 83,689
----------- ----------- -----------
Weighted average number of shares for
DILUTED net income per common share 11,591,505 11,600,648 11,621,889
=========== =========== ===========
Excluded from the calculation of diluted EPS for the year ended September 30,
2002, were 675,600 outstanding stock options. These could potentially dilute
future EPS calculations but were not included in the current period because
their effect on earnings per share would be antidilutive.
12. RELATED PARTY TRANSACTIONS
The Company had sales to its joint venture partners in Japan amounting to
$2,644, $1,168 and $49 in fiscal years 2002, 2001, and 2000, respectively.
The Company's sales to related parties have generally been on terms
comparable to those available in connection with sales to unaffiliated
parties.
The main facility in Starnberg is rented under a 25 year operating lease from
the minority shareholder of CBL, who is also a member of the board of
directors of the Company, and includes a clause to terminate the lease
contract within a two-year notice period during the contract period. The
Company paid rent expense of $446 and $419 to the minority shareholder during
fiscal years 2002 and 2001, respectively.
F-19
The Company has accrued $6,186 and $889, at September 30, 2002 ($5,759 and
832 at September 30, 2001) for the option purchase prices for the minority
interests in CBL and RBE, and $386 and $165 were accrued for accumulated
interests on these obligations, respectively (see note 1). These amounts are
included in accounts payable to related party in the accompanying
consolidated balance sheet. The corresponding interest on these obligations
($411 in 2002 and $236 in 2001) is included in interest expense in the
accompanying consolidated statement of operations.
Accounts payable to related party also includes short-term loans from the
minority shareholders of Dilas of $204 at September 30, 2002.
13. SEGMENT AND GEOGRAPHIC INFORMATION
The Company manages its business under geographic regions that are aggregated
together as one segment in the global industrial laser industry. Sales from
these regions have similar long-term financial performance and economic
characteristics. The products from these regions utilize similar
manufacturing processes and use similar production equipment, which may be
interchanged from group to group. The Company distributes, sells and
services final product to the same type of customers from both regions.
Assets, revenues and income before taxes, by geographic region are summarized
below:
ASSETS September 30,
-----------------------
2002 2001
--------- ---------
United States $ 48,686 $ 43,568
Germany 188,862 165,188
Other 97,548 78,631
Intercompany eliminations ( 94,281) ( 60,083)
--------- ---------
Total assets $ 240,815 $ 227,304
========= =========
REVENUES TOTAL BUSINESS
Years ended September 30,
----------------------------------
2002 2001 2000
---------- ---------- ----------
United States $ 63,167 $ 50,418 $ 43,020
Germany 187,511 192,362 144,195
Other 62,590 60,650 36,551
Intercompany eliminations ( 91,320) ( 82,873) ( 52,579)
---------- ---------- ----------
$ 221,948 $ 220,557 $ 171,187
========== ========== ==========
F-20
INTERCOMPANY REVENUES
Years ended September 30,
-----------------------------------
2002 2001 2000
---------- --------- -----------
United States $ 4,322 $ 4,767 $ 382
Germany 76,835 67,835 48,053
Other 10,163 10,271 4,144
Intercompany eliminations ( 91,320) ( 82,873) ( 52,579)
---------- --------- ----------
$ -- $ -- $ --
========== ========= ==========
EXTERNAL REVENUES
Years ended September 30,
----------------------------------
2002 2001 2000
---------- ---------- ----------
United States $ 58,845 $ 45,651 $ 42,638
Germany 110,676 124,527 96,142
Other 52,427 50,379 32,407
---------- ---------- ----------
$ 221,948 $ 220,557 $ 171,187
========== ========== ==========
INCOME BEFORE INCOME TAXES
Years ended September 30,
----------------------------------
2002 2001 2000
---------- --------- ----------
United States $ 1,170 $ ( 515) $ (2,250)
Germany 8,830 15,512 16,341
Other 2,385 3,180 1,988
---------- --------- ----------
$ 12,385 $ 18,177 $ 16,079
========== ========== ==========
14. SELECTED QUARTERLY FINANCIAL DATA (Unaudited)
The following represents the Company's quarterly results (millions of
dollars, except per share amounts):
Quarters ended
----------------------------------------------
Dec.31, March 31, June 30, Sept. 30,
2001 2002 2002 2002
---------- ---------- ---------- ----------
Net sales $ 48.7 $ 53.4 $ 55.6 $ 64.2
Gross profit 17.8 20.2 17.9 22.9
Net income 0.3 1.1 1.3 2.3
Net income per share - Basic 0.02 0.10 0.11 0.20
Net income per share - Diluted 0.02 0.10 0.11 0.20
F-21
Quarters ended
----------------------------------------------
Dec.31, March 31, June 30, Sept. 30,
2000 2001 2001 2001
---------- ---------- ---------- ----------
Net sales $ 53.8 $ 58.3 $ 54.1 $ 54.4
Gross profit 21.0 23.0 21.0 17.1
Net income (loss) 3.0 3.1 2.4 ( 1.3)
Net income per share - Basic 0.26 0.27 0.21 ( 0.12)
Net income per share - Diluted 0.26 0.27 0.21 ( 0.12)
15. STOCK INCENTIVE PLANS
Directors' Plan
The Company has reserved 100,000 shares of common stock for the Directors'
Plan, which covers non-employee members of the Board of Directors. Under
this plan each member of the Board of Directors who is not an employee of the
Company and who is elected or continues as a member of the Board of Directors
is entitled to receive an initial grant of 1,500 shares of common stock and
thereafter an annual grant of 1,500 shares of common stock. The Directors'
Plan also provides that non-employee directors aged 65 or older, upon their
appointment or election to the Board of Directors, will receive, in lieu of
such initial and annual grants of shares of common stock, 7,500 shares of
restricted stock which shall vest in five equal installments on the date of
grant and each of the following four anniversaries thereof. Prior to
vesting, no shares of restricted stock may be sold, transferred, assigned,
pledged, encumbered or otherwise disposed of, subject to certain exceptions.
The Directors' Plan will continue in effect until the earlier of ten years
from the date of the first grant or the termination of the Directors' Plan by
the Board of Directors. A total of 17,000 shares are issued and outstanding
under the plan at September 30, 2002.
Equity Incentive Plan
The Company maintains an Equity Incentive Plan, whereby incentive and
nonqualified stock options, restricted stock and performance shares may have
been granted to officers and other key employees to purchase a specified
number of shares of common stock at a price not less than the fair market
value on the date of grant. The term of the Equity Incentive Plan terminated
on September 30, 2001, however, a new plan was renewed through 2011 at the
2002 annual shareholder meeting. There were no incentive stock options,
restricted stock or performance shares granted in fiscal 2002, 2001 or 2000.
Nonqualified stock options were granted to officers and other key employees
in fiscal 2002 and 2001. Options generally vest over five years and will
expire not later than ten years after the date on which they are granted.
F-22
The balance of outstanding stock options for the three year periods ended
September 30, 2002, and all options activity for the periods then ended are
as follows:
Price per Share
--------------------------
Number Price Weighted
of Shares Range Average
--------- -------------- ----------
Outstanding at September 30, 1999 441,900 $9 3/8 - 16 7/8 $ 12 1/8
---------- -------------- ----------
Granted 191,000 $ 7 3/8
Granted 20,000 $12 5/8
Exercised ( 6,300)
Forfeited ( 41,800)
---------- -------------- ----------
Outstanding at September 30, 2000 604,800 $7 3/8 - 16 7/8 $ 11 1/19
---------- -------------- ----------
Granted 30,000 $15
Granted 215,000 $10 3/8
Exercised ( 3,800)
Forfeited ( 6,500)
---------- -------------- ----------
Outstanding at September 30, 2001 839,500 $7 3/8 - 16 7/8 $ 11 1/37
---------- -------------- ----------
Granted 273,000 $ 8 3/4
Exercised ( 800)
Forfeited ( 9,600)
---------- -------------- ----------
Outstanding at September 30, 2002 1,102,100 $7 3/8 - 16 7/8 $ 10 1/2
---------- -------------- ----------
Outstanding Options Exercisable Options
------------------------------- -------------------
Remaining Weighted Weighted
Life Average Average
Shares (years) Price Shares Price
------ ---------- ----------- ------ -----------
218,600 4 $ 9 1/2 218,600 $ 9 1/2
162,000 5 $ 16 7/8 162,000 $ 16 7/8
36,000 6 $ 9 3/8 21,600 $ 9 3/8
153,500 7 $ 7 3/8 61,400 $ 7 3/8
20,000 7 $ 12 5/8 8,000 $ 12 5/8
30,000 8 $ 15 12,000 $ 15
209,000 8 $ 10 3/8 41,800 $ 10 3/8
273,000 10 $ 8 3/4 -- $ 8 3/4
The Company follows Accounting Principles Board Opinion 25, "Accounting for
Stock Issued to Employees", to account for stock options. No compensation
cost is recognized because the option exercise price is equal to the market
price of the underlying stock on the date of grant. Had compensation cost
for these plans, as prescribed by SFAS 123, been determined based on the
Black-Scholes value at the grant dates for awards, pro forma net income and
earnings per share would have been:
F-23
Year ended September 30,
----------------------------------
2002 2001 2000
---------- ---------- ----------
Pro forma net income $ 4,540 $ 6,705 $ 7,357
Pro forma earnings per share - BASIC $ 0.39 $ 0.58 $ 0.64
Pro forma earnings per share - DILUTED $ 0.39 $ 0.58 $ 0.63
---------- ---------- ----------
The following assumptions were used in the determination of pro-forma
compensation cost under the provisions of SFAS 123:
2002 2001 2001 2000 2000
Grant Grant Grant Grant Grant
(273,000 (215,000 (30,000 (20,000 (191,000
Shares) Shares) Shares) Shares) Shares)
------ ------- ------- ------- -------
Weighted Average Grant
Date Fair Value $4.31 $5.25 $7.67 $7.26 $3.90
Expected Life 5 Years 5 Years 5 Years 5 Years 5 Years
Volatility 50.0% 50.0% 50.0% 59.3% 52.9%
Risk-Free Interest Rate 4.7% 5.7% 6.1% 6.6% 6.0%
Dividend Yield 0% 0% 0% 0% 0%
Annual Forfeiture Rate 1.0% 2.8% 2.8% 2.8% 2.8%
16. RECENTLY ISSUED ACCOUNTING STANDARDS
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 142, "Goodwill and Other Intangibles", under which goodwill
will no longer be subject to amortization, but will be subject to an annual
impairment test. Intangible assets that are not deemed to have an indefinite
life will continue to be amortized over their useful lives. Statement No.
142 was adopted by the Company on October 1, 2002.At the date of adoption,
the Company's balance sheet included goodwill and other intangible assets of
$49.7 million. Subsequent to adoption of Statement 142, amortization of
goodwill (which totaled $3.8 million in fiscal 2002) will be ceased. The
Company has until March 31, 2002 to complete an analysis to determine whether
an indication exists that goodwill may be impaired. However, management
currently believes that the adoption of the impairment provisions of
Statement No. 142 will not result in the recognition of any transitional
impairment losses which would be reflected as the cumulative effect of a
change in accounting principle.
FASB Statement No. 143, "Accounting for Asset Retirement Obligations" will be
effective for financial statements issued in the Company's fiscal year 2003.
This statement requires that the fair value of a liability for an asset
retirement obligation for tangible long-lived assets be recognized in the
period in which it is incurred if a reasonable estimate of fair value can be
made. Management believes that the adoption of Statement No. 143 will have no
impact on the Company's financial position or results of operations as of the
date of adoption.
F-24
FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-
Lived Assets" was adopted by the Company as of October 1, 2002. This
statement addresses financial accounting and reporting for the impairment of
long-lived assets and for long-lived assets to be disposed of, and
establishes criteria and methodologies for the recognition and measurement,
classification and valuation of such assets. Management believes that the
adoption of this statement will not have a material effect on the Company's
financial position or results of operations as of the date of adoption.
FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others" requires increased disclosures regarding certain guarantees and
requires the recognition at fair value in the balance sheet of certain
guarantees. Interpretation No. 45 is required to be adopted by the Company
for financial statements issued in the Company's fiscal year 2003.
Management believes that the adoption of this interpretation will not have a
material effect on the Company's financial position or results of operations
as of the date of adoption.
In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" which supercedes Emerging Issues
Task Force Issue No. 94-3, "Liability for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs
Incurred in a Restructuring)." Statement No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of the commitment to an exit or disposal
plan. This statement is effective for exit or disposal activities that are
initiated after December 31, 2002 and its adoption will have no impact on the
Company's historical consolidated financial position, results of operations
or cash flows.
F-25
Independent Auditors' Report
The Board of Directors and Stockholders
Rofin-Sinar Technologies Inc. and Subsidiaries:
On November 1, 2002 we reported on the consolidated balance sheets of Rofin-
Sinar Technologies Inc. and Subsidiaries as of September 30, 2002 and 2001,
and the related consolidated statements of operations, stockholders' equity
and comprehensive income, and cash flows for each of the years in the three-
year period ended September 30, 2002, which are included in the annual report
on Form 10-K. In connection with our audits of the aforementioned
consolidated financial statements, we also audited the related financial
statement schedule in the annual report on Form 10-K. This financial
statement schedule, Valuation and Qualifying Accounts, is the responsibility
of the Company's management. Our responsibility is to express an opinion on
this financial statement schedule based on our audit.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Detroit, Michigan
November 1, 2002
F-26
ROFIN-SINAR TECHNOLOGIES INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts - Allowance for Doubtful Accounts
Years ended September 30, 2000, 2001 and 2002
(dollars in thousands)
Balance at Charged to Balance at
Beginning Acquired Costs and End of
Of Period Reserve Expenses Deductions Period
-------- -------- -------- ---------- -------
September 30,
2000 $ 1,207 $ 207 $ 672 $ ( 129) $ 1,957
September 30,
2001 $ 1,957 $ 448 $( 198) $ ( 174) $ 2,033
September 30,
2002 $ 2,033 $ -- $( 635) $ 100 $ 1,498
F-27
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- --------------------------------------------------------
21.1 List of Subsidiaries of Rofin-Sinar Technologies Inc.
Exhibit 21.1
LIST OF SUBSIDIARIES OF ROFIN-SINAR TECHNOLOGIES INC.
Rofin-Sinar, Inc.
Rofin-Sinar Technologies Europe S.L.
Rofin-Sinar Laser GmbH
Rofin-Marubeni Laser Corporation
Rasant-Alcotec Beschichtungstechnik GmbH
CBL Verwaltungsgesellschaft mbH
Carl Baasel Lasertechnik GmbH & Co. KG
Rofin-Baasel, Inc.
Wegmann-Baasel Laser und elektrooptische Geraete GmbH
PMB Elektronik GmbH
Rofin-Baasel Italiana S.r.L.
Rofin-Baasel France S.A.
Rofin-Sinar UK, Ltd.
Rofin-Baasel UK Ltd.
Rofin-Baasel Benelux B.V.
Rofin-Baasel Singapore PTE Ltd.
Rofin-Baasel Espana S.L.
DILAS Diodenlaser GmbH
Rofin-Baasel Taiwan Ltd.
Rofin-Baasel Korea Co., Ltd.