UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 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 of 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)
(734) 455-5400
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] / No [ ]
11,556,600 shares of the registrant's common stock, par value $0.01 per
share, were outstanding as of February 14, 2003.
ROFIN-SINAR TECHNOLOGIES INC.
INDEX
PART I FINANCIAL INFORMATION Page No.
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Item 1
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Condensed Consolidated Balance Sheets
December 31, 2002 and September 30, 2002 3
Condensed Consolidated Statements of Operations
Three months ended December 31, 2002 and 2001 5
Condensed Consolidated Statement of Stockholders
Equity and Comprehensive Income
Three months ended December 31, 2002 and 2001 6
Condensed Consolidated Statements of Cash Flows
Three months ended December 31, 2002 and 2001 7
Notes to Condensed Consolidated Financial Statements 8
Item 2
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Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3
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Quantitative and Qualitative Disclosures about
Market Risk 16
Item 4
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Controls and Procedures 17
PART II OTHER INFORMATION 18
SIGNATURES 18
CERTIFICATIONS 19
PART I. FINANCIAL INFORMATION
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(dollars in thousands)
December 31, September 30,
2002 2002
(Unaudited) (Audited)
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ASSETS
Current Assets
Cash and cash equivalents $ 22,377 $ 20,312
Accounts receivable, trade, net 57,503 58,274
Inventories (Note 3) 80,892 74,290
Other current assets and prepaid expenses 10,176 11,016
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Total current assets 170,948 163,892
Property and equipment, net 25,840 24,689
Goodwill and other intangibles, net 52,305 49,925
Other assets 2,795 2,309
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Total assets $ 251,888 $ 240,815
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Line of credit and short term borrowings $ 24,733 $ 22,544
Accounts payable, trade 11,637 12,798
Accounts payable to related party 8,429 7,830
Accrued liabilities 41,253 39,059
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Total current liabilities 86,052 82,231
Long-term debt 40,526 40,591
Pension obligations 6,614 6,026
Minority interests 1,283 1,218
Other long-term liabilities 2,136 2,331
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Total liabilities 136,611 132,397
- 3 -
Stockholders' equity
Preferred stock, 5,000,000 shares authorized,
none issued or outstanding 0 0
Common stock, $0.01 par value, 50,000,000 shares
authorized, 11,556,600 (11,551,800 at
September 30, 2002) issued and outstanding 116 115
Additional paid-in-capital 76,168 76,156
Retained earnings 42,819 39,361
Accumulated other comprehensive loss ( 3,826) ( 7,214)
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Total stockholders' equity 115,277 108,418
Total liabilities and stockholders' equity $ 251,888 $ 240,815
=========== ==========
See accompanying notes to condensed consolidated financial statements
- 4 -
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended December 31, 2002 and 2001
(dollars in thousands, except per share amounts)
Three Months
Ended December 31,
--------------------------
2002 2001
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Net sales $ 58,144 $ 48,739
Cost of goods sold 35,701 30,932
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Gross profit 22,443 17,807
Selling, general, and administrative expenses 11,855 10,618
Research and development expenses 3,906 3,150
Goodwill and intangibles amortization 367 932
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Income from operations 6,315 3,107
Other expense (income):
Interest income ( 89) ( 86)
Interest expense 998 1,095
Other (income) expense ( 340) ( 143)
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Income before income taxes and minority
Interest 5,746 2,241
Income tax expense 2,224 1,643
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Income before minority interest 3,522 598
Minority interest 64 321
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Net income $ 3,458 $ 277
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Net income per common share (Note 4):
Basic $ 0.30 $ 0.02
Diluted $ 0.30 $ 0.02
============ ============
Weighted average shares used in computing
net income per share (Note 4):
Basic 11,556,600 11,547,300
Diluted 11,556,600 11,571,775
============ ============
See accompanying notes to condensed consolidated financial statements
- 5 -
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Statements Of Stockholders' Equity and
Comprehensive Income (Unaudited)
Three months ended December 31, 2002 and 2001
(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, 2002 $ 115 $ 76,156 $ 39,361 $( 7,214) $ 108,418
Comprehensive income:
Foreign currency translation adjustment -- -- -- 3,629 3,629
Fair value of interest swap agreement -- -- -- ( 241) ( 241)
Net income -- -- 3,458 -- 3,458
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Total comprehensive income 6,846
Common stock issued 1 12 -- -- 13
------------ ------------ ------------ ----------- ------------
BALANCES at December 31, 2002 $ 116 $ 76,168 $ 42,819 $( 3,826) $ 115,277
============ ============ ============ ============ ============
BALANCES at September 30, 2001 $ 115 $ 76,123 $ 34,360 $( 11,547) $ 99,051
Comprehensive income:
Foreign currency translation adjustment -- -- -- ( 2,268) ( 2,268)
Fair value of interest swap agreement -- -- -- 123 123
Net income -- -- 277 -- 277
------------
Total comprehensive income (loss) ( 1,868)
Common stock issued -- 11 -- -- 11
------------ ------------ ------------ ----------- ------------
BALANCES at December 31, 2001 $ 115 $ 76,134 $ 34,637 $ ( 13,692) $ 97,194
============ ============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements
- 6 -
Rofin-Sinar Technologies Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended December 31, 2002 and 2001
(dollars in thousands)
Three Months
Ended December 31,
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2002 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,458 $ 277
Adjustments to reconcile net income to net
cash provided by operating activities:
Changes in operating assets and liabilities ( 1,011) 3 569
Other adjustments 974 1,417
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Net cash provided by operating activities 3,421 5,263
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of property and equipment 29 49
Additions to property and equipment ( 836) ( 1,126)
Cash proceeds from sale of medical laser business -- 938
Other adjustments ( 1) --
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Net cash used in investing activities ( 808) ( 139)
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CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from banks -- 5,503
Repayment to banks ( 2,365) ( 2,133)
Net borrowings (repayments) on line of credit 1,056 ( 5,479)
Other 3 6
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Net cash used in financing activities ( 1,306) ( 2,103)
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Effect of foreign currency translation on cash
and cash equivalents 758 ( 1,121)
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Net increase in cash and cash equivalents 2,065 1,900
Cash and cash equivalents at beginning of period 20,312 13,487
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Cash and cash equivalents at end of period $ 22,377 $ 15,387
========== ==========
See accompanying notes to condensed consolidated financial statements
- 7 -
Rofin-Sinar Technologies Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
(dollars in thousands)
1. Summary of Accounting Policies
The accompanying consolidated condensed financial statements have been
prepared in conformity with accounting principles generally accepted in the
United States of America, consistent with those reflected in the Company's
annual report to stockholders for the year ended September 30, 2002. All
adjustments necessary for a fair presentation have been made which comprise
only normal recurring adjustments; however, interim results of operations are
not necessarily indicative of results to be expected for the year. September
30, 2002 balances are derived from audited financial statements; however,
interim period amounts have not been audited.
2. 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, 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 three-months ended December 31,
2002, the Company recorded an unrealized gain of $0.1 million related to such
securities compared to $0.4 million for the same period last fiscal year.
3. 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
and are summarized as follows:
December 31, September 30,
2002 2002
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Finished goods $ 11,354 $ 11,188
Work in progress 21,002 20,255
Raw materials and supplies 24,473 20,169
Demonstration inventory 7,271 6,548
Service parts 16,792 16,130
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Total inventories, net $ 80,892 $ 74,290
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- 8 -
4. New Accounting Standards
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement No. 142, "Goodwill and Other Intangibles", which was adopted by the
Company effective October 1, 2002. Under Statement No. 142, goodwill is no
longer 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. At the date of adoption,
the Company's balance sheet included goodwill of $41 million and other
intangible assets of $8.9 million. Subsequent to adoption of Statement 142,
amortization of goodwill was ceased. Had Statement No. 142 been in effect as
of October 1, 2001 and goodwill was not amortized, net income and earnings
per share would have been $0.9 million and $0.08, respectively, in the first
quarter of fiscal 2002.
The Company has until March 31, 2003 to complete an analysis to determine
whether an indication exists that goodwill may be impaired. Accordingly, at
December 31, 2002, management has not yet determined what impact, if any, the
impairment provisions of Statement No. 142 will have upon 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. The interpretation also requires disclosure of the accounting
policy and methodology used in determining product warranty liabilities, in
addition to a reconciliation of the changes in the liability during the
period. The disclosure requirement of Interpretation No. 45 have been
adopted by the Company in the current quarter as provided in footnote 5. The
recognition provisions are required to be applied to guarantees issued or
modified after December 31, 2002. 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.
5. Warranty
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. The change in warranty reserves for the three months ended
December 31, 2002 is as follows:
Balance at September 30, 2002 $ 10,036
Additional accruals for warranties during the period 1,675
Usage during the period ( 1,804)
Currency translation 437
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Balance at December 31, 2002 $ 10,344
===========
- 9 -
6. Net Income Per Common Share
Basic earnings per common share is computed by dividing net income by the
weighted average number of common shares outstanding during the period.
Diluted earnings per common share reflects the potential dilution from common
stock equivalents (stock options). The calculation of the weighted average
number of common shares outstanding for each period is as follows:
Three Months Ended
December 31,
----------------------
2002 2001
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Weighted average number of
shares for BASIC net income
per common share 11,556,600 11,547,300
Potential additional shares
due to outstanding dilutive
stock options -- 24,475
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Weighted average number of
shares for DILUTED net
income per common share 11,556,600 11,571,775
========== ==========
Excluded from the calculation of diluted EPS for the three months ended
December 31, 2002 and 2001, were 1,094,600 and 681,000 outstanding stock
options, respectively. These could potentially dilute future EPS
calculations but were not included in the current period because their effect
was antidilutive.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q constitute forward-
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995 (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.
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 the first quarters of both fiscal years 2003 and 2002, we realized
approximately 54% of revenues from the sale and servicing of laser products
for macro applications and approximately 46% from the sale and servicing of
laser products for marking and micro applications.
Management believes that the near term growth in the Company's macro
business, especially in North America, will be under continued pressure given
the current market environment for investment in capital goods and the
unclear worldwide political situation. In the Company's marking and micro
business management sees some positive developments from the semiconductor
and electronics market which should lead to slightly 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. Management has established
reserves for the associated costs estimated to be incurred during the coming
quarters related to products that have been sold prior to December 31, 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.
- 11 -
Through our global manufacturing, distribution and service network, we are
providing a comprehensive range of laser sources and laser based system
solutions to three principal target markets: the machine tool, automotive and
semiconductor/electronics industries. We sell our products directly to end-
users, to original equipment manufacturers ("OEMs") (principally in the
machine tool industry) that integrate Rofin-Sinar's laser sources with other
system components, and to distributors. Many of our customers are among the
largest global participants in their respective industries.
At December 31, 2002, Rofin-Sinar had 1,193 employees compared to 1,159
employees at December 31, 2001.
Results of Operations
For the periods indicated, the following table sets forth the percentage of
net sales represented by the respective line items in the Company's
consolidated statements of operations.
Three Months
Ended December 31,
----------------------
2002 2001
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Net sales 100% 100%
Cost of goods sold 61% 63%
Gross profit 39% 37%
Selling, general and
administrative expenses 20% 22%
Research and development expenses 7% 7%
Goodwill and intangibles amortization 1% 2%
Income from operations 11% 6%
Income before income taxes
and minority interest 10% 4%
Net income 6% 1%
Net Sales - Net sales of $58.1 million represent an increase of $9.4 million
(19%) for the three months ended December 31, 2002, as compared to the
corresponding period in fiscal 2002. The increase resulted from a net sales
increase of $11.2 million, or 32%, in Europe/Asia partially offset by a
decrease of $1.8 million, or 13%, in the United States, compared to the
corresponding period in fiscal 2002. Fluctuations in the U.S. dollar against
foreign currencies, primarily against the Euro, had a favorable effect on net
sales of $4.5 million for the three-month period ended December 31, 2002.
Net sales of laser products for macro applications for the three-month period
increased by 18% to $31.1 as compared to the corresponding periods of fiscal
2002. This increase was primarily due to higher demand for the Company's
lasers for macro applications from the machine tool industries. Net sales of
lasers for marking and micro-machining applications increased by 20% to $27.0
million for the three months ended December 31, 2002 as compared to the
corresponding periods in fiscal 2002. This increase can be attributed
primarily to a slight recovery in demand for the Company's lasers for marking
and micro applications from the semiconductor and electronics industries.
- 12 -
Gross Profit - Our gross profit of $22.4 million for the three-months ended
December 31, 2002 represents an increase of $4.6 million (26%) from the
corresponding period of fiscal year 2002. As a percentage of sales compared
to the corresponding three-month period of fiscal year 2002, gross profit
increased from 37% to 39%. The higher percentage margin was primarily a
result of a favorable product mix, caused by higher laser sales to the
semiconductor and electronics industry and sales of more CO2 slab lasers for
macro applications. In addition, gross profit was favorably affected by $1.4
million for the three-month period ended December 31, 2002 due to the
weakening of the U.S. dollar against foreign currencies, primarily against
the Euro.
Selling, General and Administrative Expenses - Selling, general and
administrative expenses of $11.9 million increased $1.2 million (12%) for the
three-month period ended December 31, 2002, compared to the corresponding
period of fiscal 2002, primarily due to increased sales activities of the
Rofin-group and increased expenses for the changes to a new EDP system in
Germany. SG&A, a significant portion of which is incurred in foreign
currencies, was unfavorably affected by $0.8 million for the three-month
period ended December 31, 2002 due to the fluctuations of the U.S. dollar
against foreign currencies, primarily the Euro.
Research and Development - The Company spent net $3.9 million on research and
development during the three-month period ended December 31, 2002. This
represents an increase of 24% for the three-month period ended December 31,
2002, compared to the corresponding period of the prior year. Gross research
and development expenses for the three-month period ended December 31, 2002
and December 31, 2001 were $4.2 million and $3.3 million, respectively, and
were reduced by $0.3 million and $0.2 million of government grants during
each respective period. R&D, a significant portion of which is conducted in
Europe, and therefore incurred in foreign currencies, was unfavorably
affected by $0.4 million for the three-month period in fiscal 2003, due to
the fluctuations of the U.S. dollar against foreign currencies, primarily the
Euro.
Goodwill and intangibles amortization - As a result of adopting new
accounting rules regarding the amortization of goodwill, amortization expense
in the first quarter of fiscal year 2003 amounted to $0.4 million and was
lower by $0.6 million when compared to the same period last fiscal year.
Other Expense (Income) - Net other income of $0.6 million for the three-month
period ended December 31, 2002 represents a change of $0.3 million compared
to net other income of $0.9 million in the corresponding period of the prior
year. The fluctuation in the three-month period is primarily attributed to
higher unrealized exchange gains resulting from certain intercompany
indebtedness. Additionally, during the first quarter of fiscal year 2002,
other income was significantly affected by a one-time gain from the sale of
the medical laser business.
Income Tax Expense - Income tax expense of $2.2 million for the three-month
period ended December 31, 2002 represents an effective tax rate of 39%,
compared to an effective tax rate of 85.6% for the corresponding period of
the previous fiscal year. This decrease is primarily due to higher earnings
and lower amounts of nondeductible goodwill amortization.
- 13 -
Net Income - As a result of the foregoing factors, the Company realized
consolidated net income of $3.5 million for the three-months ended December
31, 2002, which represents an increase of $3.2 million from the corresponding
period in fiscal 2002. For the three-months ended December 31, 2002, both
basic and diluted earnings per share equaled $0.30 based upon 11.6 million
common shares outstanding, as compared to basic and diluted earnings per
share of $0.02 for the same period in fiscal 2002.
Liquidity and Capital Resources
The Company's primary sources of liquidity at December 31, 2002 were cash and
cash equivalents of $22.4 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
$31.2 million (translated at the applicable exchange rate at December 31,
2002). As of December 31, 2002, $14.9 million was outstanding under the
Deutsche Bank facility and $11.6 million under other lines of credit.
Therefore, $29.7 million is unused and available under Rofin's lines of
credit.
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 December 31, 2002, $38.8 million was
outstanding under this credit agreement.
Cash and cash equivalents increased by $2.1 million during the three-months
ended December 31, 2002. Approximately $3.4 million in cash and cash
equivalents were provided by operating activities, primarily as the result of
improved net income and a decrease in accounts receivable, trade.
Uses of cash from investing activities totaled $0.8 million for the three
months ended December 31, 2002 and related primarily to the acquisition of
various additions to property and equipment.
Net cash used in financing activities totaled $1.3 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 the company's credit
facilities and lines of credit, will provide adequate resources to meet its
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 75% of its sales are denominated in other currencies,
primarily Euro, British pound, Singapore dollar, Taiwanese dollar, Korean won
and Japanese yen. Net sales and costs and related assets and liabilities of
the Company's operations are generally denominated in the functional
currencies of the relevant operating unit, thereby serving to reduce the
Company's exposure to exchange gains and losses.
- 14 -
Exchange differences upon translation from each operating unit'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 $2.5 million at December
31, 2002 as compared to $6.2 million at September 30, 2002.
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.
Critical Accounting Policies
The Company's significant accounting policies are more fully described in
Note 1 of the consolidated financial statements and footnotes in the 10-K.
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.
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 require.
- 15 -
Recent Accounting Pronouncements
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.
Ownership of Common Stock By Directors
The following table sets forth information as of December 31, 2002, with
respect to beneficial ownership of the Company's Common Stock and exercisable
options by each director.
Number of Total Number of
Shares of Number of Exercisable
Common Stock Stock Options Stock Options
Beneficially Owned at Owned at
Name Owned December 31, 2002 December 31, 2002
- ---------------- -------------- ----------------- -----------------
Peter Wirth 3,300 202,000 134,000
Gunther Braun 6,000 136,000 80,000
Carl F. Baasel 47,000 25,000 4,000
William R. Hoover (1) 40,500 -- --
Ralph E. Reins (1) 15,500 -- --
Gary K. Willis (1) 14,000 -- --
(1) Outside, non-executive directors
Item 3. Quantitative and Qualitative Disclosures about Market Risk
For the period ended December 31, 2002, we did not experience any material
change in market risk exposures affecting the quantitative and qualitative
disclosures as presented in our Annual Report on Form 10-K for the year ended
September 30, 2002.
- 16 -
Item 4. 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 in ensuring that
material information relating to the Company, including its consolidated
subsidiaries, is made known to them in a timely fashion, taking into
consideration the size and nature of the Company's business and operations.
There were no significant changes in the Company's internal controls or in
other factors, nor any significant deficiencies or material weaknesses
requiring corrective action, that could significantly affect the Company's
internal controls subsequent to the date when the internal controls were
evaluated.
- 17 -
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Reports on Form 8-K
The Registrant did not file any Current Reports on Form 8-K
during the quarter ended December 31, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Rofin-Sinar Technologies Inc.
---------------------------------
(Registrant)
Date: February 14, 2003 /S/ Gunther Braun
---------------------------------
Gunther Braun
Executive Vice President,
Finance and Administration, and
Chief Financial Officer
- 18 -
CERTIFICATIONS
I, Peter Wirth, Chairman of the Board of Directors and Chief Executive
Officer and President, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rofin-Sinar
Technologies Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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 quarterly
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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
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6. The registrant's other certifying officers and I have indicated in this
quarterly 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: February 14, 2003
/s/ Peter Wirth
-------------------------------
Peter Wirth
Chairman of the Board, Chief
Executive Officer and President
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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 quarterly report on Form 10-Q of Rofin-Sinar
Technologies Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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 quarterly
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 quarterly report (the "Evaluation Date"); and
c) presented in this quarterly 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
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6. The registrant's other certifying officers and I have indicated in this
quarterly 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: February 14, 2003
/s/ Gunther Braun
-------------------------------
Gunther Braun
Executive Vice President,
Finance and Administration,
Chief Financial Officer,
Principal Accounting Officer
and Director
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