XFRA:RSI Rofin-Sinar Technologies Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 

FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012

 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-21377

ROFIN-SINAR TECHNOLOGIES INC.
 
(Exact name of Registrant as specified in its charter)
 
Delaware
 
38-3306461
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
40984 Concept Drive, Plymouth, MI
 
48170
(Address of principal executive offices)
 
(Zip Code)
     
 
Registrant’s telephone number, including area code:  (734) 455-5400
 


(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 [ ]

Indicate by check mark whether the registrant has submitted electronically and posted in its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] / No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer" and "Smaller Reporting Company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]     Accelerated filer  [  ]
Non-accelerated filer   [   ]     Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] / No [X]

28,546,159 shares of the registrant's common stock, par value $0.01 per share, were outstanding as of May 8, 2012.
 
 
1

 
 
 
ROFIN-SINAR TECHNOLOGIES INC.
 
INDEX
     
PART I
FINANCIAL INFORMATION
Page No.
     
     
   
     
   
 
3
     
   
 
4
     
   
   
 
5
     
   
 
6
     
 
7
     
   
   
16
       
   
   
21
       
 
22
       
       
PART II
OTHER INFORMATION
 
       
 
23
       
 
23
       
 
23
       
 
23
       
 
23
       
 
23
       
 
23
       
 
24
 
 
2

 
 
Rofin-Sinar Technologies Inc. and Subsidiaries
(dollars in thousands, except per share amounts)
 
   
March 31,
   
September 30,
 
   
2012
   
2011
 
ASSETS
           
Current assets:
           
Cash and cash equivalents (Note 4)
  $ 98,960     $ 127,412  
Short-term investments (Note 4)
    6,490       2,964  
Accounts receivable, net of allowance for doubtful accounts
               $2,811 and $3,693, respectively
     90,873       119,391  
Inventories, net (Note 5)
    203,617       188,847  
Other current assets and prepaid expenses
    28,911       28,655  
Total current assets
    428,851       467,269  
Long-term investments (Notes 4 & 6)
    3,400       3,700  
Property and equipment, net
    73,592       65,554  
Goodwill (Note 7)
    103,363       90,500  
Other intangibles, net (Note 7)
    11,492       12,157  
Other assets
    15,975       14,766  
Total assets
  $ 636,673     $ 653,946  
                 
LIABILITIES AND EQUITY
               
Current liabilities:
               
Line of credit and short-term borrowings
  $ 4,895     $ 8,121  
Accounts payable, trade
    22,708       27,082  
Accounts payable to related party
    130       311  
Income tax payable
    4,633       13,849  
Accrued liabilities (Note 8)
    68,385       84,578  
Total current liabilities
    100,751       133,941  
                 
Long-term debt
    13,801       14,742  
Pension obligations
    18,180       17,549  
Other long-term liabilities
    8,824       9,097  
Total liabilities
    141,556       175,329  
                 
Commitments and contingencies
               
Stockholders’ equity:
               
Preferred stock, 5,000,000 shares authorized, none issued or
               
outstanding
    --       --  
Common stock, $0.01 par value, 50,000,000 shares authorized,
               
32,462,500 shares issued at March 31, 2012
(32,404,100 shares issued at September 30, 2011)
    325       324  
Additional paid-in capital
    220,829       217,896  
Retained earnings
    409,633       393,523  
Accumulated other comprehensive income
    7,560       10,446  
Treasury shares, at cost, 3,917,341 shares at March 31, 2012
              and September 30, 2011
    (148,232 )     (148,232 )
Total Rofin-Sinar Technologies Inc. stockholders’ equity
    490,115       473,957  
Noncontrolling interest in subsidiaries
    5,002       4,660  
Total equity
    495,117       478,617  
Total liabilities and equity
  $ 636,673     $ 653,946  
                 
See accompanying notes to condensed consolidated financial statements
               
 
 
3

 
 
PART I.  ITEM 1.  FINANCIAL INFORMATION
 
Rofin-Sinar Technologies Inc. and Subsidiaries
Periods Ended March 31, 2012 and 2011
(dollars in thousands, except per share amounts)

   
Three Months Ended
March 31,
   
Six Months Ended
March 31,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net sales
  $ 129,434     $ 136,206     $ 261,004     $ 273,338  
Cost of goods sold
    80,596       81,436       165,221       162,201  
Gross profit
    48,838       54,770       95,783       111,137  
                                 
Selling, general, and administrative expenses
    26,384       26,053       51,102       51,669  
Research and development expenses
    10,102       9,502       20,625       18,129  
Amortization expense
    536       644       1,137       1,286  
Income from operations
    11,816       18,571       22,919       40,053  
                                 
Other (income) expense
                               
Interest income
    (254 )     (162 )     (467 )     (329 )
Interest expense
    194       239       357       421  
Foreign currency income
    (393 )     971       (1,237 )     774  
Other income
    (25 )     (349 )     (222 )     (1,083 )
Income before income tax
    12,294       17,872       24,488       40,270  
Income tax expense
    4,078       5,074       8,036       12,382  
Net income
    8,216       12,798       16,452       27,888  
Less:  Net income attributable to the noncontrolling interest
     183       107       342       319  
Net income attributable to RSTI
  $ 8,033     $ 12,691     $ 16,110     $ 27,569  
                                 
Net income attributable to RSTI per share
                               
Per share of Common Stock Basic
  $ 0.28     $ 0.45     $ 0.56     $ 0.97  
Per share of Common Stock Diluted
  $ 0.28     $ 0.43     $ 0.56     $ 0.95  
                                 
Weighted-average shares used in computing earnings per share (Note 11)
                               
Basic
    28,531,043       28,463,466       28,519,425       28,419,071  
Diluted
    28,844,655       29,280,373       28,809,824       29,149,400  
                                 

See accompanying notes to condensed consolidated financial statements
 
 
4

 

Rofin-Sinar Technologies Inc. and Subsidiaries
Six Months Ended March 31, 2012 and 2011
(dollars in thousands)
 
                                                 
                     
Accumulated
         
Rofin-Sinar
     
Non-
       
   
Common
Stock
   
Additional
Paid-in
   
 
Retained
   
Other
Comprehensive
   
 
Treasury
   
Technologies
Stockholders’
   
Controlling
Interest in
   
Total
 
   
Par Value
   
Capital
   
Earnings
   
Income (Loss)
   
Stock
   
Equity
   
Subsidiaries
   
Equity
 
BALANCES at September 30, 2010
  $ 320     $ 205,100     $ 333,491     $ 14,399     $ (139,453 )   $ 413,857     $ 3,619     $ 417,476  
Comprehensive income
                                                               
      Fair value of interest swap agreement
            (net of taxes of $27)
    --       --       --       71       --       71       --       71  
      Defined benefit pension plan:                                                                
Net gain or loss arising during period (net of taxes $19)
      --         --         --         32         --         32         --         32  
Pension adjustment
    --       --       --       24       --       24       --       24  
Foreign currency translation adjustment
    --       --       --       11,910       --       11,910       --       11,910  
Net income
    --       --       27,569       --       --       27,569       319       27,888  
          Total comprehensive income (loss)
                                            39,606       319       39,925  
Common stock issued in connection with:
                                                               
Stock incentive plans
    3       8,726       --       --       --       8,729       --       8,729  
Treasury stock purchases, at cost
    --       --       --       --       (8,779 )     (8,779 )     --       (8,779 )
BALANCES at March 31, 2011
  $ 323     $ 213,826     $ 361,060     $ 26,436     $ (148,232 )   $ 453,413     $ 3,938     $ 457,351  
                                                                 
BALANCES at September 30, 2011
  $ 324     $ 217,896     $ 393,523     $ 10,446     $ (148,232 )   $ 473,957     $ 4,660     $ 478,617  
Comprehensive income:
                                                               
      Fair value of interest swap agreement
            (net of taxes of $6)
    --       --       --       (16 )     --       (16 )     --       (16 )
      Defined benefit pension plan:                                                                
Net gain or loss arising during period (net of taxes $43)
      --         --         --         74         --         74         --         74  
Foreign currency translation adjustment
    --       --       --       (2,944 )     --       (2,944 )             (2,944 )
Net income
    --       --       16,110       --       --       16,110       342       16,452  
          Total comprehensive income (loss)
                                            13,224       342       13,566  
Common stock issued in connection with:
                                                               
      Stock incentive plans
    1       2,933       --       --       --       2,934       --       2,934  
BALANCES at March 31, 2012
  $ 325     $ 220,829     $ 409,633     $ 7,560     $ (148,232 )   $ 490,115     $ 5,002     $ 495,117  
 
See accompanying notes to consolidated financial statements
 
 
5

 
 
Rofin-Sinar Technologies Inc. and Subsidiaries
Six Months Ended March 31, 2012 and 2011
(dollars in thousands)
 
   
Six Months Ended
 March 31,
 
   
2012
   
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net income
  $ 16,452     $ 27,888  
Adjustments to reconcile net income to net
               
cash provided by operating activities:
               
Depreciation and amortization
    6,832       6,287  
Stock-based compensation expenses
    2,443       2,703  
Other adjustments
    (117 )     (775 )
Change in operating assets and liabilities:
               
Accounts receivable, trade
    28,200       (3,352 )
Inventories
    (15,800 )     (19,256 )
Accounts payable
    (4,281 )     879  
Changes in other operating assets and liabilities
    (27,281 )     9,064  
Net cash provided by(used in) operating activities
    6,448       23,438  
CASH FLOWS FROM INVESTING ACTIVITIES
               
Proceeds from the sale of property and equipment
    91       247  
Additions to property and equipment
    (12,977 )     (5,727 )
Purchases of short-term investments
    (6,413 )     (3,035 )
Sales of short-term and long-term investments
    3,304       3,267  
Acquisition of businesses, net of cash acquired
    (13,413 )     (11,286 )
Net cash provided by (used in) investing activities
    (29,408 )     (16,534 )
CASH FLOWS FROM FINANCING ACTIVITIES
               
Borrowings from banks
    2,935       2,020  
Repayments to banks
    (6,722 )     (6,901 )
Purchase of treasury stock
    --       (8,779 )
Issuance of common stock
    268       5,579  
Excess tax benefit from stock options
    --       136  
Net cash provided by (used in) financing activities
    (3,519 )     (7,945 )
Effect of foreign currency translation on cash
    (1,973 )     3,129  
Net increase (decrease) in cash and cash equivalents
    (28,452 )     2,088  
Cash and cash equivalents at beginning of period
    127,412       110,628  
Cash and cash equivalents at end of period
  $ 98,960     $ 112,716  
                 
Cash paid for interest
  $ 285     $ 190  
Cash paid for taxes
  $ 18,336     $ 11,019  
 
See accompanying notes to condensed consolidated financial statements
 
 
6

 

Rofin-Sinar Technologies Inc. and Subsidiaries
(dollars in thousands)

1.  
 Basis of Presentation

The accompanying unaudited, condensed and consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial reporting, and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, the financial statements for interim reporting do not include all of the information and notes or disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. Results for interim periods should not be considered indicative of results for a full year. The September 30, 2011, condensed consolidated balance sheet was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as filed with the Securities and Exchange Commission on November 29, 2011.
 
2.  
New Accounting Standards

In June 2011, the Financial Accounting Standards Board (“FASB”) issued guidance requiring changes to the presentation of comprehensive income which requires entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity, which is the method of presentation used by the Company, will no longer be permitted. These changes will have no impact on the calculation and presentation of earnings per share. These changes, with retrospective application, become effective for the Company for interim and annual periods beginning in fiscal year 2013, with early adoption allowed. Other than the change in presentation, these changes will not have an impact on the consolidated financial statements.
 
In May 2011, the FASB issued additional guidance on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosure about fair value measurements. This guidance became effective for the Company's second quarter of fiscal year 2012. The adoption of this guidance did not have a material impact on our consolidated financial position, results of operations and cash flows.
 
In December 2010, the FASB issued ASU 2010-28, “Intangibles – Goodwill and Other (ASC Topic 350)”, which amended its existing guidance for goodwill and other intangible assets. This authoritative guidance modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if there are qualitative factors indicating that it is more likely than not that a goodwill impairment exists. The qualitative factors are consistent with the existing guidance which requires goodwill of a reporting unit to be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. This authoritative guidance became effective for the Company in fiscal year 2012. The implementation of this authoritative guidance did not have a material impact on our consolidated financial position, results of operations and cash flows.
 
In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”. The amendments under ASU 2011-08 will allow entities to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under these amendments, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that the reporting unit’s fair value is less than its carrying amount. The amendments include a number of events and circumstances for entities to consider in conducting the qualitative assessment. Entities will have the option to bypass the qualitative assessment for any reporting unit in any period and proceed directly to performing the first step of the two-step quantitative goodwill impairment test. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011 (fiscal 2013 for the Company), and early adoption is permitted. Adoption of ASU 2011-08 is not expected to have a material impact on the Company’s financial statements.

 
7

 
 
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
 
3.  
Acquisitions
 
On each of October 26, 2011 and March 12, 2012, the Company purchased an additional 5% of the share capital of m2k-laser GmbH through Rofin-Sinar Laser GmbH under an option agreement between the Company and the minority shareholders of m2k-laser GmbH. As a result of those share purchases, the Company currently holds 90% of the share capital of m2k-laser GmbH.
 
Effective March 28, 2007, the Company acquired 100% of the common stock of Corelase Oy, Tampere (Finland).  Corelase Oy has considerable experience in semiconductors, optics, and fiber technology.  Its product lines include ultra short pulse mode-locked fiber laser systems, fiber laser modules, and other components.  The terms of the purchase included payment of a deferred purchase price based on Corelase Oy achieving certain financial targets.  During the six months ended March 31, 2012, the Company finalized and paid the deferred purchase price.  This payment resulted in additional goodwill of approximately $13.4 million.
 
4.  
Fair Value Measurements

The Company’s cash, short-term and long-term investments, accounts receivable, and accrued liabilities are carried at amounts, which reasonably approximate their fair value due to their short-term nature. The Company’s notes payable bear interest at variable interest rates that approximate market.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters.  Where observable prices or inputs are not available, valuation models may be applied.
 
Assets and liabilities recorded at fair value in our balance sheet are categorized based upon the level of judgment associated with the inputs used to measure their fair values.  Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities are as follows:
 
  
Level 1 - Unadjusted observable quoted prices for identical instruments in active markets.
  
Level 2 - Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
  
Level 3 - Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.
 
 
8

 

Financial assets and liabilities measured at fair value on a recurring basis are classified on the valuation technique level in the table below:

March 31, 2012
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Cash and cash equivalents
  $ 98,960     $ 98,960     $ --     $ --  
Short-term investments
    6,490       6,490       --       --  
Derivatives
    (236 )     --       (236 )     --  
Non-current auction rate securities
    3,400       --       --       3,400  
Total assets and liabilities at fair value
  $ 108,614     $ 105,450     $ (236 )   $ 3,400  
 
 
September 30, 2011
 
Total
   
Level 1
   
Level 2
   
Level 3
 
Cash and cash equivalents
  $ 127,412     $ 127,412     $ --     $ --  
Short-term investments
    2,964       2,964       --       --  
Derivatives
    (382 )     --       (382 )     --  
Non-current auction rate securities
    3,700       --       --       3,700  
Total assets and liabilities at fair value
  $ 133,694     $ 130,376     $ (382 )   $ 3,700  
 
The changes in the fair value of our non-current auction rate securities measured using significant unobservable inputs (level 3), are as follows:
 
   
Fair Value
Measurements Using
Significant Unobservable
Inputs (Level 3)
   
September 30, 2011
  $ 3,700    
     Settlements
    (300 )  
December 31, 2011
    3,400    
     Settlements
    --    
March 31, 2012
  $ 3,400    
 
5.  
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:

     
March 31,
   
September 30,
 
     
2012
   
2011
 
 
Finished goods
  $ 30,459     $ 26,350  
 
Work in progress
    53,498       51,006  
 
Raw materials and supplies
    67,859       66,777  
 
Demo inventory
    19,845       16,392  
 
Service parts
    31,956       28,322  
 
Total inventories
  $ 203,617     $ 188,847  
 
 
9

 
 
Net inventory is net of provisions for excess and obsolete inventory of $25,323 and $25,292 at March 31, 2012, and September 30, 2011, respectively.
 
6.  
Long-Term Investments

Long-term investments represent auction rate securities which are variable rate securities tied to short-term interest rates with maturities on the face of the securities in excess of 90 days.  Auction rate securities have rate resets through a modified Dutch auction, at predetermined short-term intervals, usually every 7, 28, 35 or 49 days.  The securities trade at par, and are callable at par on any payment date at the option of the issuer. Investment earnings paid during a given period are based upon the reset rate determined during the prior auction.

Through sales, the Company reduced its holdings of auction rate securities to approximately $3.4 million at March 31, 2012.  All sales were settled, for cash, at par value.  At March 31, 2012, the Company held two individual auction rate securities.  The Company does not believe that the remaining balance of auction rate securities represent a significant portion of the Company's total liquidity.  The Company has historically used a discounted cash flow model to determine the fair market value of these investments.  This model included estimates for interest rates, discount rates, the amount of cash flows, and expected holding periods.  As a result, the Company concluded that the par value of these investments approximates fair market value.  Additionally, the Company has the ability and intent to hold these investments until a resumption of the auction process or until maturity.  Although the Company believes these investments will become liquid within the next twelve months, it is uncertain what impact the current economic environment will have on this position and therefore, they have been classified as long-term assets on the consolidated balance sheet.
 
7.  
Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill for the six-month period ended March 31, 2012, are as follows:

   
German
   
United States
   
Rest of World
   
Total
 
Balance as of September 30, 2011
  $ 43,514     $ 13,284     $ 33,702     $ 90,500  
    Additional goodwill from acquisitions
    --       --       13,413       13,413  
    Currency translation differences
    (482 )     (36 )     (32 )     (550 )
Balance as of March 31, 2012
  $ 43,032     $ 13,248     $ 47,083     $ 103,363  

The carrying values of other intangible assets are as follows:

   
March 31, 2012
   
September 30, 2011
 
   
Gross Carrying
 Amount
   
Accumulated
 Amortization
   
Gross Carrying 
Amount
   
Accumulated
 Amortization
 
Amortized intangible assets:
                       
Patents
  $ 10,563     $ 7,273     $ 10,627     $ 6,715  
Customer base
    19,010       15,453       19,142       15,409  
Other
    19,906       15,261       20,119       15,607  
Total
  $ 49,479     $ 37,987     $ 49,888     $ 37,731  

Amortization expense for the six-month periods ended March 31, 2012 and 2011, was $1.1 million and $1.3 million, respectively.   At March 31, 2012, estimated amortization expense for the remainder of fiscal year 2012 and the next five fiscal years based on the average exchange rates as of March 31, 2012, is as follows:
 
 
2012 (remainder)
1.2 million
 
2013
2.3 million
 
2014
2.3 million
 
2015
2.1 million
 
2016
1.7 million
 
2017
1.5 million
 
 
10

 
 
8.  
Accrued Liabilities

Accrued liabilities are comprised of the following:

     
March 31,
   
September 30,
 
     
2012
   
2011
 
 
Employee compensation
  $ 18,118     $ 25,920  
 
Warranty reserves
    13,072       13,197  
 
Other taxes payable
    379       233  
 
Customer deposits
    17,839       23,647  
 
Other
    18,977       21,581  
 
Total accrued liabilities
  $ 68,385     $ 84,578  
 
9.  
Income Taxes

The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as interest expense and SG&A, respectively. The Company has classified unrecognized tax benefits as non-current because payment is not anticipated within one year of the balance sheet date.

As of March 31, 2012, the Company's gross unrecognized tax benefits totaled $0.4 million which includes approximately $0.1 million of interest and penalties.  The Company estimates that the unrecognized tax benefits will not change significantly within the next year.

The Company files federal and state income tax returns in several domestic and foreign jurisdictions. In most tax jurisdictions, returns are subject to examination by the relevant tax authorities for a number of years after the returns have been filed. With limited exceptions, the Company is no longer subject to examination by the United States Internal Revenue Service for years through 2005. With respect to state and local tax jurisdictions and countries outside the United States, with limited exceptions, the Company is no longer subject to income tax audits for years before 2009.

10.  
Product Warranties

The Company provides for the estimated costs of product warranties when revenue is recognized.  The estimate of costs to fulfill warranty obligations is based on historical experience and an expectation of future conditions.
  
The change in warranty reserves for the six-month periods ended March 31, 2012 and 2011, are as follows:

     
2012
   
2011
 
 
Balance at September 30,
  $ 13,197     $ 10,417  
 
Additional accruals for warranties during the period
    1,249        3,141  
 
Usage during the period
    (1,263 )     (1,895 )
 
Currency translation
    (111 )     363  
 
Balance at March 31,
  $ 13,072     $ 12,026  
 
11.  
Stock Incentive Plans

The Company maintains an Incentive Stock Plan, whereby incentive and non-qualified stock options, restricted stock and performance shares may be 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 Incentive Stock Plan continues through 2017.  There were no incentive stock options, restricted stock or performance shares granted in fiscal year 2011 or through the first six months of fiscal year 2012.  Non-qualified stock options were granted to officers and other key employees in the second quarter of fiscal year 2012.  During the three-month period ended December 31, 2011, outside directors each received 3,000 shares of common stock, from the 2007 Incentive Stock Plan, that were fully vested upon grant. Options to other key employees generally vest over five years and will expire not later than ten years after the date on which they are granted.
 
 
11

 
 
The fair value of each option award is estimated on the date of grant using the Black-Scholes model.  The following assumptions were used in these calculations:

     
Fiscal Year
2012 Grants
 
Fiscal Year
2011 Grants
 
Weighted average grant date fair value
  $ 11.09     $ 15.48  
 
Expected life
  5 Years    
5 Years
 
 
Volatility
    46.11%       46.12%  
 
Risk-free interest rate
    1.22%       2.01%  
 
Dividend yield
    0%       0%  
                   

The Company uses historical data to estimate the expected life, volatility, and annual forfeiture rates of outstanding options. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.

The balance of outstanding stock options and all options activity at and for the six-month period ended March 31, 2012, are as follows:

   
Number of
Shares
   
Weighted
Average
Exercise Price
 
Weighted Average
 Remaining
 Contractual Term
 (Years)
   
Aggregate
Intrinsic
Value
(Millions)
 
Outstanding at September 30, 2011
    2,847,450     $ 25 2/7     5.83        
Granted
    357,000     $ 25 15/16              
Exercised
    (46,400 )   $ 5 6/8              
Forfeited
    (15,200 )   $ 22 5/8              
Outstanding at March 31, 2012
    3,142,850     $ 25 3/4     5.93     $ 10.7  
                                 
Exercisable at March 31, 2012
    2,213,900     $ 25 1/10     4.78     $ 8.5  

As of March 31, 2012, there was $11.9 million of total unrecognized compensation costs related to stock options. These costs are expected to be recognized over a weighted-average period of 3.71 years.

During the three and six-month periods ended March 31, 2012 and 2011, the following activity occurred under the Incentive Stock Plan:

   
(in millions)
   
(in millions)
 
   
Three Months Ended March 31,
   
Six Months Ended March 31,
 
     2012      2011    
2012
   
2011
 
Total intrinsic value of stock
                       
options exercised
  $ 0.5     $ 2.9     $ 0.9     $ 6.6  

Cash received from stock option exercises for the six-month periods ended March 31, 2012 and 2011, was $0.3 and $5.6 million, respectively.
 
 
12

 

12.  
Earnings Per Common Share

The basic earnings per common share (EPS) calculation is computed by dividing net income available to RSTI common stockholders by the weighted average number of shares outstanding during the period.  Diluted earnings per common share reflect the potential dilution from common stock equivalents (stock options).

The calculation of the weighted average number of shares outstanding for each period is as follows:

   
Three Months Ended
 March 31,
   
Six Months Ended
 March 31,
   
   
2012
   
2011
   
2012
   
2011
Weighted number of shares for basic earnings per common share
    28,531,043       28,463,466       28,519,425       28,419,071  
Potential additional shares due to outstanding dilutive stock options
    313,612       816,907       290,399       730,329  
Weighted number of shares for diluted earnings per common share
    28,844,655       29,280,373       28,809,824       29,149,400  
 
The weighted average diluted shares outstanding for the six-month periods ended March 31, 2012 and 2011, excludes the dilutive effect of approximately 2.1 million and 0.5 million stock options, respectively, since the impact of including these options in diluted earnings per share for these periods was antidilutive.
 
13.  
Defined Benefit Plans

Components of net periodic cost were as follows for the three and six-month periods ended March 31, 2012 and 2011:

   
Three Months Ended
 March 31,
   
Six Months Ended
 March 31,
   
   
2012
   
2011
   
2012
   
2011
Service cost
    194     $ 201       388     $ 399  
Interest cost
    323       306       647       607  
Expected return on plan assets
    (131 )     (127 )     (261 )     (254 )
Amortization of prior net loss
    58       25       117       51  
Net periodic pension cost
  $ 444     $ 405     $ 891     $ 803  
 
14.  
Segment and Geographic Information
 
Assets, revenues, and income before taxes, by geographic region attributable based on the geographic location of the RSTI entities are summarized below:
 
   
March 31,
 2012
   
September 30,
2011
 
ASSETS
     
North America
  $ 240,178     $ 222,677  
Germany
    412,349       428,561  
Other
    286,174       287,187  
Intercompany eliminations
    (302,028 )     (284,479 )
    $ 636,673     $ 653,946  
 
 
13

 
 
PROPERTY AND EQUIPMENT, NET
     
North America
  $ 13,433     $ 12,197  
Germany
    44,486       38,968  
Other
    15,761       14,423  
Intercompany eliminations
    (88 )     (34 )
    $ 73,592     $ 65,554  
 
   
Three Months Ended March 31,
   
Six Months Ended March 31,
 
   
2012
   
2011
   
2012
   
2011
 
NET SALES
                       
North America
  $ 40,061     $ 37,733     $ 82,053     $ 79,573  
Germany
    87,935       99,753       173,411       197,293  
Other
    54,733       51,865       106,216       103,586  
Intercompany eliminations
    (53,295 )     (53,145 )     (100,676 )     (107,114 )
    $ 129,434     $ 136,206     $ 261,004     $ 273,338  
                                 
INTERCOMPANY SALES
                               
North America
  $ 2,991     $ 3,120     $ 5,995     $ 6,896  
Germany
    38,929       38,863       71,357       76,817  
Other
    11,375       11,162       23,324       23,401  
Intercompany eliminations
    (53,295 )     (53,145 )     (100,676 )     (107,114 )
    $ --     $ --     $ --     $ --  
                                 
EXTERNAL SALES
                               
North America
  $ 37,070     $ 34,614     $ 76,058     $ 72,678  
Germany
    49,006       60,891       102,054       120,476  
Other
    43,358       40,701       82,892       80,184  
    $ 129,434     $ 136,206     $ 261,004     $ 273,338  
                                 
INCOME (LOSS) BEFORE INCOME TAX
                               
North America
  $ 2,951     $ 2,693     $ 4,785     $ 6,326  
Germany
    5,182       15,147       13,302       30,717  
Other
    4,619       3,015       7,316       7,648  
Intercompany eliminations
    (458 )     (2,983 )     (915 )     (4,421 )
    $ 12,294     $ 17,872      $ 24,488     $ 40,270  
 
 
14

 
 
15.  
Enterprise Wide Information
 
The Company generates revenues from the sale and servicing of laser products used for macro applications, from the sale and servicing of laser products for marking and micro applications, and from the sale of components products.
 
Product sales are summarized below:

   
Three Months Ended March 31,
   
Six Months Ended March 31,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Macro applications
  $ 50,910     $ 55,653     $ 97,265     $ 107,016  
Marking and micro applications
    62,346       66,279       134,921       138,500  
Components
    16,178       14,274       28,818       27,822  
    $ 129,434     $ 136,206     $ 261,004     $ 273,338  
 
 
15

 
 
ITEM 2.  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" or other words or terms of similar meaning.  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 "RSTI", "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.

Through our global manufacturing, distribution and service network, we provide a comprehensive range of laser sources and laser-based system solutions to the following principal target markets: the machine tool, automotive, semiconductor, electronics, and photovoltaic industries.  We sell principally to end-users and original equipment manufacturers ("OEMs") (principally in the machine tool industry) that integrate our laser sources with other system components.  Many of our customers are among the largest global participants in their respective industries.

During the second quarter of fiscal years 2012 and 2011, we realized approximately 39% and 41% of revenues from the sale and servicing of laser products used for macro applications, approximately 48% and 49%, respectively, from the sale and servicing of laser products for marking and micro applications, and approximately 13% and 10% from the sale of components.
 
The weak economic environment which we faced at the end of calendar year 2011 carried over into the early part of 2012, leading to a slow start to our second quarter.  During the quarter, however, we experienced recovered demand from the machine tool industry as well as a solid business in the medical device and solar industries, whereas sales to the electronics industry declined.  We were able to improve gross margins on a sequential basis due to a favorable product mix and improved manufacturing costs. Given the current booking trend with strong order entry in February and March, we are cautiously optimistic that we will have a higher business level in the second half of the current fiscal year.

At March 31, 2012, Rofin-Sinar had 2,162 employees compared to 1,970 employees at March 31, 2011.
 
 
16

 
 
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
 March 31,
   
Six Months Ended
 March 31,
 
   
2012
   
2011
   
2012
   
2011
 
Net sales
    100 %     100 %     100 %     100 %
Cost of goods sold
    62 %     60 %     63 %     59 %
Gross profit
    38 %     40 %     37 %     41 %
Selling, general and administrative expenses
    20 %     19 %     20 %     19 %
Research and development expenses
    8 %     7 %     8 %     7 %
Amortization expenses
    0 %     1 %     0 %     1 %
Income from operations
    9 %     14 %     9 %     15 %
Income before income taxes
    9 %     13 %     9 %     15 %
Net income attributable to RSTI
    6 %     9 %     6 %     10 %
 
Net Sales - Net sales of $129.4 million and $261.0 million represent decreases of $6.8 million, or 5%, and $12.3 million, or 5%, for the three  and six-month periods ended March 31, 2012, as compared to the corresponding periods in fiscal year 2011.  The decrease for the three months ended March 31, 2012, resulted from a net sales decrease of $9.9 million, or 9%, in Europe and Asia, partly offset by an increase of $3.1 million, or 12%, in North America, compared to the corresponding period in fiscal year 2011.   The decrease for the six months ended March 31, 2012, compared to the corresponding period in fiscal year 2011, resulted from a net sales decrease of $15.7 million, or 7%, in Europe and Asia, partially offset by an increase of $3.4 million, or 7%, in North America.  The U.S. dollar strengthened against foreign currencies, primarily against the Euro, which had an unfavorable effect on net sales of $1.1 million for the six-month period ended March 31, 2012.

Net sales of laser products for macro applications decreased by $4.8 million, or 9%, to $50.9 million, and by $9.7 million, or 9%, to $97.3 million for the three and six-month periods ended March 31, 2012, as compared to the corresponding periods of fiscal year 2011. The decrease can be mainly attributed to the lower demand for our lasers for macro applications in the machine tool industry, especially in Asia, and the automotive industry.

Net sales of lasers for marking and micro applications decreased by $4.0 million, or 6%, to $62.3 million for the three-month period ended March 31, 2012, mainly due to a decrease in the electronics industry partially offset by stronger revenues from the medical and solar industries.  Net sales for marking and micro applications decreased by $3.6 million, or 3%, to $134.9 million for the six-month period ended March 31, 2012, as compared to the corresponding period in fiscal year 2011, mainly due to lower revenues from the electronics industry.

Revenues for the components business increased by $1.9 million, or 13%, to $16.2 million for the three-month period ended March 31, 2012. Revenues for the six-month period ended March 31, 2012, increased by $1.0 million, or 4%, to $28.8 million as compared to the corresponding period in fiscal year 2011, mainly attributed to higher demand for laser diode and fiber products.

Gross Profit - Our gross profit of $48.8 million and $95.8 million for the three and six-month periods ended March 31, 2012, represents decreases of $6.0 million, or 11%, and  $15.3 million, or 14%, from the corresponding period of fiscal year 2011.  As a percentage of sales, gross profit decreased from 40% to 38% for the three-month period ended March 31, 2012, and from 41% to 37% for the six-month period as compared to the corresponding periods in fiscal year 2011.  The decrease in our gross margin for the three-month period was mainly the result of a higher percentage of lower margin systems business, lower absorption of fixed costs, and a decrease in our spare parts and component business.  In the six-month period ended March 31, 2012, the U.S. dollar strengthening against foreign currencies, primarily against the Euro, had a favorable effect on gross profit of $0.1 million.
 
 
17

 
 
Selling, General and Administrative Expenses - Selling, general and administrative ("SG&A") expenses of $26.4 million and $51.1 million for the three and six-month periods ended March 31, 2012, represent an increase of $0.3 million, or 1%, for the three-month period, and a decrease of $0.6 million, or 1%, for the six-month period, from the corresponding periods of fiscal 2011.  While the increase in the three-month period is due to higher exhibition costs, the decrease in the six-month period in SG&A expenses is mainly a result of the lower commissions and lower allowance for bad debts related to the comparably lower level of business.  In the six-month period ended March 31, 2012, the U.S. dollar strengthened against foreign currencies, primarily against the Euro, had a favorable effect on SG&A of $0.2 million. As a percentage of net sales, SG&A expenses increased from 19% to 20% for both the three and six-month periods ended March 31, 2012, as compared to the comparable prior year periods.

Research and Development - The Company spent net $10.1 million and $20.6 million on research and development ("R&D") during the three and six-month periods ended March 31, 2012, which represents an increase of 6% and 14% as compared to the corresponding periods of the prior year. Gross R&D expenses for the three-month periods ended March 31, 2012 and 2011, were $10.5 million and $10.2 million, respectively, and were reduced by $0.4 million and $0.7 million of government grants during each respective period. Gross R&D expenses for the six-month periods ended March 31, 2012 and 2011, were $21.3 million and $19.3 million, respectively, and were reduced by $0.7 million and $1.2 million of government grants during each respective period. In the six-month period ended March 31, 2012, the U.S. dollar strengthening against foreign currencies, primarily against the Euro, had a favorable effect on R&D of $0.2 million.

Amortization Expense - Amortization expense for the three and six-month periods ended March 31, 2012, amounted to $0.5 million and $1.1 million, respectively.  This represents a decrease of $0.1 million and $0.2 million for the three and six-month periods when compared to the same periods of fiscal year 2011.

Other Income/Expenses - Net other income was $0.5 million for the three-month period ended March 31, 2012, compared to net other expense of $0.7 million in the corresponding period of the prior year.  Net other income of $1.6 million for the six-month period ended March 31, 2012, represents an increase of $1.4 million compared to net other income of $0.2 million the corresponding period of the prior year.  Net interest income, within this category, includes $0.3 million of interest income offset by $0.2 million of interest expense for the three months ended March 31, 2012, and $0.5 million of interest income offset by $0.4 million of interest expense for the six months ended March 31, 2012. The increase in net other income in the three and six-month periods ended March 31, 2012, is primarily due to less exchange losses and higher exchange gains in the current year periods compared to the corresponding periods of last fiscal year.

Income Tax Expense - Income tax expense of $4.1 million and $8.0 million for the three and six-month periods ended March 31, 2012, represents an effective tax rate of 33%  for the three and six-month periods, compared to 28% and 31% for the corresponding periods of the prior year.  The overall effective income tax rate is primarily the result of higher taxable income generated in countries with higher tax rates.  Income tax expense, a significant portion of which is incurred in foreign currencies, was favorably affected by $0.1 million in the six-month period ended March 31, 2012, due to the strengthening of the U.S. dollar against foreign currencies, primarily the Euro.

Net Income attributable to RSTI - As a result of the foregoing factors, the Company realized consolidated net income attributable to RSTI of $8.0 million and $16.1 million for the three and six-month periods ended March 31, 2012, which represents a decrease of $4.7 million and $11.5 million for the three and six months from the corresponding periods in fiscal year 2011. For the three-month period ended March 31, 2012, the basic and diluted earnings per common share calculation equaled $0.28 based upon a weighted average of 28.5 million and 28.8 million common shares outstanding, as compared to basic and diluted earnings per common share calculation of $0.45 and $0.43, based upon a weighted average of 28.5 million and 29.3 million common shares outstanding for the corresponding periods last fiscal year.
 
 
18

 
 
Liquidity and Capital Resources

The Company's primary sources of liquidity at March 31, 2012, were cash and cash equivalents of $99.0 million, short-term investments of $6.5 million, short-term credit lines of $79.0 million and long-term credit lines of $15.4 million.  As of March 31, 2012, $3.3 million was outstanding under the short-term lines of credit and $8.3 million was used for bank guarantees under these lines of credit, leaving $67.4 million available for borrowing under our short-term lines of credit. In addition, the Company maintained short-term credit lines specific to bank guarantees for $6.2 million, of which $0.4 million was used. Therefore, $73.2 million was unused and available under our short-term and bank guarantee lines of credit, in aggregate, at March 31, 2012. At such date the entire amount of our long-term lines of credit was fully drawn and $1.6 million was classified under short-term lines of credit for the current portion of the long-term debt. The Company is subject to financial covenants, which could restrict the Company from drawing money under these lines of credit.  At March 31, 2012, the Company was in compliance with these covenants.

Cash and cash equivalents decreased by $28.5 million during the six-month period ended March 31, 2012.  Approximately $6.4 million in cash and cash equivalents were provided by operating activities, mainly as the result of net income for the six months ended March 31, 2012, changes in accounts receivable, partially offset by changes in other operating assets and liabilities, changes in inventories and changes in accounts payable.

Net cash used in investing activities totaled $29.4 million for the six-month period ended March 31, 2012, and was primarily related to the payment of the deferred purchase price for Corelase Oy, additions to property and equipment and  net purchases of short-term and long-term investments.

Net cash used in financing activities totaled $3.5 million for the six-month period ended March 31, 2012, and was primarily related to repayments to banks, partially offset by borrowings from banks.

Management believes that the Company's cash flow from operations, along with existing cash and cash equivalents and availability under the credit facilities and lines of credit, will provide adequate resources to meet both our capital requirements and operational needs on both a short-term and long-term basis.

As of March 31, 2012, $82.6 million of the total $105.5 million of cash, cash equivalents and short-term investments, was held by our non-US subsidiaries, with the balance ($22.9 million) held by our US subsidiaries.  As of that date, the entirety of our indebtedness to banks ($18.7 million) was owed by our non-US subsidiaries.  We expect our existing domestic cash, cash equivalents, and short-term investments, together with cash flows from operations to be sufficient to fund our domestic operating activities.  In addition, the US Company has $20 million in available and unused lines of credit at March 31, 2012. Therefore, we do not intend, nor do we foresee a need, to repatriate foreign earnings that are considered to be indefinitely reinvested, and we not believe there are any material implications for or restrictions on the liquidity of our domestic subsidiaries as a result of having a majority of our cash, cash equivalents and short-term investments held by our foreign subsidiaries.

The Company has listed all its material contractual obligations in the Annual Report on Form 10-K, for the fiscal year ended September 30, 2011, and has not entered into any further material contractual obligations since that date.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements (other than operating leases) or financing arrangements involving variable interest entities.

Currency Exchange Rate Fluctuations

Although we report our consolidated financial statements in U.S. dollars, approximately 63% of our sales have been denominated in other currencies, primarily the Euro, British pound sterling, Swiss francs, Swedish krona, Singapore dollar, Taiwanese dollar, Korean won, Canadian dollar, Chinese RMB, Japanese yen, and Indian rupee.  Net sales, costs and related assets and liabilities of our operations are generally denominated in the functional currencies of the relevant operating units, thereby serving to reduce the Company's exposure to exchange gains and losses.
 
 
19

 
 
Exchange differences upon translation from each operating unit's functional currency to U.S. dollars are accumulated as a separate component of equity.  The accumulated currency translation adjustment component of stockholders' equity represented a gain of $10.4 million at March 31, 2012, as compared to a gain of $13.4 million at September 30, 2011.
 
Critical Accounting Policies

Our significant accounting policies are more fully described in Part 2, Item 8, Note 1 of our consolidated financial statements in our Annual Report on Form 10-K, for the fiscal year ended September 30, 2011.  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. No individual customer represents more than 10% of total accounts receivable.  Any increase in allowance will impact operating income during a given period.

Inventory Valuation

Inventories are stated at the lower of cost or market, after provisions for excess and obsolete inventory salable at prices below cost. Provisions for slow moving and obsolete inventories are provided based on current assessments about historical experience and future product demand and production requirements for the next twelve months.  These factors are impacted by market conditions, technology changes, and changes in strategic direction, and require estimates and management judgment that may include elements that are uncertain.  The Company evaluates the adequacy of these provisions quarterly.  Although the Company strives to achieve a balance between market demands and risk of inventory excess or obsolescence, it is possible that, should conditions change, additional provisions may be needed.  Any changes in the provisions will impact operating income during a given period.

Warranty Reserves
 
The Company provides reserves for the estimated costs of product warranties when revenue is recognized.  The Company relies upon historical experience, expectation of future conditions, and its service data to estimate its warranty reserve.  The Company continuously monitors this data to ensure that the reserve is sufficient.  Warranty expense has historically been within our expectations.  To the extent we experience increased warranty claim activity or increased costs associated with servicing those claims (such costs may include material, labor and travel costs), revisions to the estimated warranty liability would be required.  Increases in reserves will impact operating income during the period.
 
 Pension

The determination of the Company's obligation and expense for pension is dependent on the selection of certain assumptions used by actuaries in calculating those amounts.  Assumptions are made about interest rates, expected investment return on plan assets, total turnover rates, and rates of future compensation increases.  In addition, the Company's actuarial consultants use subjective factors such as withdrawal rates and mortality rates to develop their calculations of these amounts.  The Company generally reviews these assumptions at the beginning of each fiscal year.  The Company is required to consider current market conditions, including changes in interest rates, in making these assumptions.  The actuarial assumptions that the Company may use may differ materially from actual results due to changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants.  These differences may result in a significant impact on the amount of pension benefits expense the Company has recorded or may record.
 
 
20

 
 
The discount rate enables the Company to state expected future cash flows at a present value on the measurement date.  The Company has little latitude in selecting this rate, and it must represent the market rate of high-quality fixed income investments.  A lower discount rate increases the present value of benefit obligations and increases pension expense.

To determine the expected long-term rate of return on plan assets, the Company considers the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets.

Share-Based Payment

Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the employee requisite vesting period.  We make judgments about the fair value of the awards, including the expected term of the award, volatility of the underlying stock and estimated forfeitures, which impact the amount of compensation expense recognized in the financial statements. Such amounts may change as a result of additional grants, forfeitures, modifications in assumptions and other factors. ASC Topic 718, "Stock Compensation", provides that income tax effects of share-based payments are recognized in the financial statements for those awards which will normally result in tax deductions under existing tax law. Under current U.S. federal tax laws, we receive a compensation expense deduction related to stock options only when those options are exercised and vested shares are received.  Accordingly, the financial statement recognition of compensation cost for stock options creates a deductible temporary difference which results in a deferred tax asset and a corresponding deferred tax benefit in the income statement for all U.S.-based employees. Stock-based compensation expense related to all other employees is treated as a permanent difference for income tax purposes.
 
Ownership of Common Stock By Directors

The following table sets forth information as of March 31, 2012, with respect to beneficial ownership of the Company's common stock and exercisable options by each director.

Name
 
Number of Shares
of Common Stock
Beneficially Owned
   
Total Number of
Stock Options
Owned at
March 31, 2012
   
Number of
Exercisable
Stock Options
Owned at
March 31, 2012
 
Peter Wirth
    12,600       125,000       124,000  
Gunther Braun
    6,000       690,000       552,000  
Carl F. Baasel
    152,000       --       --  
Ralph E. Reins (1)
    27,000       --       --  
Gary K. Willis (1)
    39,000       --       --  
Daniel Smoke (1)
    35,000       --       --  
Stephan Fantone (1)
    10,000       --       --  

 (1) Outside, non-executive directors
 
Item 3.  Quantitative and Qualitative Disclosures about Market Risk

For the six-month period ended March 31, 2012, 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 fiscal year ended September 30, 2011.

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.
 
 
21

 
 
Interest Rate Sensitivity

At March 31, 2012, the Company maintained cash equivalents and short-term investments of $105.5 million, consisting mainly of interest bearing securities and demand deposits.  If interest rates were to increase or decrease by 10%, interest income would increase or decrease by less than $0.1 million.
 
At March 31, 2012, the Company had $3.5 million of variable rate debt on which the interest rate is reset every three months, $5.4 million of variable rate debt on which the interest rate is reset every six months, $2.4 million of variable rate debt on which the interest rate is reset every year and $7.4 million of fixed rate debt.

Maturities of this debt are as follows (amounts in dollars):
 
2012
4.0 million
2013
9.2 million
2014
1.9 million
2015
0.8 million
2016
2.8 million

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 by less than $0.1 million.

Additionally, the Company has entered into interest rate swap agreements of total notional amounts of Euro 2.6 million and Swiss francs 4.3 million (equivalent to $3.5 million and $4.7 million, respectively, based on the exchange rates at March 31, 2012), to minimize the interest expenses on short-term and long-term debt by swapping from variable to fixed interest rates.

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 March 31, 2012, the Company held Japanese yen forward exchange options with notional amount of Euro 1.2 million, and a Singapore dollar knock-out forward contract with notional amounts of $0.9 million. The profit or loss resulting from a 10% change in currency exchange rates would vary approximately from less than $0.1 million profit to a loss of $0.1 million.

Item 4.  Controls and Procedures

As of the end of the quarterly period covered by 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-15(e) and 15d-15(e) 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 were effective, as of the end of the quarterly period covered by this report, 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 have not been changes in the Company's internal control over financial reporting that occurred during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
 
22

 
 
PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

The Company has been and is likely to be involved from time to time in litigation involving its intellectual property and routine litigation arising in the ordinary course of business.
 
A licensor of patents covering the technology used in certain of the Company's CO2 lasers has asserted that the Company has calculated royalties due in respect of certain sales of such CO2 lasers in a manner that is not consistent with the applicable license agreement.  In addition, the licensor claims that it has not been provided with copies of invoices and other documentation relating to such sales, to which it asserts it is entitled under the license agreement. The Company disputes these and related allegations and believes that it is in compliance with all of its obligations under the license agreement.  Following discussions with the licensor in order to resolve these disagreements, the parties have reached an agreement in principle that an independent auditor should be appointed to review the calculations made by the Company in connection with the royalties it has paid in the past. To date the audit has not commenced. In February 2008, the Company contacted the licensor in writing in order to proceed with the appointment of an independent auditor and agree on parameters to apply to the conduct of the audit and a response from the licensor was received in January 2009. Through additional correspondence exchanged in March 2009, the Company and the licensor are in the process of selecting a mutually agreeable independent auditor. Management believes that it will achieve a resolution of this matter that will not have a material adverse impact on the Company's financial condition or results of operations or cash flows. The patents, and therefore the license rights, have expired and there are no further license fees to be calculated and paid.

Item 1A. Risk Factors

For information regarding risk factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussion provided under "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the year ended September 30, 2011.  See also, "Overview" and "Forward-Looking Statements" included in this Quarterly Report on Form 10-Q.
 

None
 
 
None



Item 5.   Other Information

None

Item 6.   Exhibits
 
 
31.1  Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
 
31.2  Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
 
32.1  Section 1350 Certification of Chief Executive Officer
 
32.2  Section 1350 Certification of Chief Financial Officer
 
101.INS XBRL Instance Document
 
101.SCH XBRL Taxonomy Extension Schema
 
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
 
101.LAB XBRL Taxonomy Extension Label Linkbase Document
 
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
 
 
23

 
 
 
 
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: May 9, 2012
/s/ Gunther Braun
 
 
Gunther Braun
 
 
President, Chief Executive Officer,
 
 
and Director
 
     
 
/s/ Ingrid Mittelstaedt
 
 
Ingrid Mittelstaedt
 
 
Chief Financial Officer,
 
 
Executive Vice President, Finance
 
 
and Administration, and Treasurer
 
 
 
24

XFRA:RSI Rofin-Sinar Technologies Inc Quarterly Report 10-Q Filling

Rofin-Sinar Technologies Inc XFRA:RSI Stock - Get Quarterly Report SEC Filing of Rofin-Sinar Technologies Inc XFRA:RSI stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XFRA:RSI Rofin-Sinar Technologies Inc Quarterly Report 10-Q Filing - 3/31/2012
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