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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Coherent Corp | NYSE:COHR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
7.00 | 12.39% | 63.51 | 58.515 | 57.055 | 57.32 | 2,771,455 | 00:19:48 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-1622541
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(do not check if a smaller reporting company)
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Emerging growth company
¨
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Three Months Ended
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Nine Months Ended
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July 1,
2017 |
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July 2,
2016 |
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July 1,
2017 |
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July 2,
2016 |
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Net sales
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$
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464,107
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$
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218,767
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$
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1,233,013
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$
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608,924
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Cost of sales
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256,921
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124,208
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704,798
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341,868
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Gross profit
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207,186
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94,559
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528,215
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267,056
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Operating expenses:
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Research and development
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30,483
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21,441
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88,103
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61,536
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Selling, general and administrative
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72,383
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46,256
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218,602
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123,970
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Gain from business combination
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—
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—
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(5,416
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)
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—
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Amortization of intangible assets
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3,743
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574
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13,060
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1,975
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||||
Total operating expenses
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106,609
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68,271
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314,349
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187,481
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Income from operations
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100,577
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26,288
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213,866
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79,575
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Other income (expense):
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Interest income
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282
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351
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560
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854
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Interest expense
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(7,494
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)
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(63
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)
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(24,456
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)
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(108
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)
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Other—net
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(730
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)
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564
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10,871
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(1,896
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)
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Total other income (expense), net
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(7,942
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)
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852
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(13,025
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)
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(1,150
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)
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Income from continuing operations before income taxes
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92,635
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27,140
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200,841
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78,425
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Provision for income taxes
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29,764
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8,490
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65,084
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21,708
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Net income from continuing operations
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62,871
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18,650
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135,757
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56,717
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Loss from discontinued operations, net of income taxes
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(1,754
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)
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—
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(2,387
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)
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—
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Net income
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$
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61,117
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$
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18,650
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$
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133,370
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$
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56,717
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Basic net income per share:
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Income per share from continuing operations
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$
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2.56
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$
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0.77
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$
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5.55
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$
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2.35
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Loss per share from discontinued operations, net of income taxes
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$
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(0.07
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)
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$
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—
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$
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(0.10
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)
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$
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—
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Net income per share
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$
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2.49
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$
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0.77
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$
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5.45
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$
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2.35
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Diluted net income per share:
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Income per share from continuing operations
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$
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2.53
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$
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0.76
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$
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5.49
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$
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2.33
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Loss per share from discontinued operations, net of income taxes
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$
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(0.07
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)
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$
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—
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$
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(0.10
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)
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$
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—
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Net income per share
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$
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2.46
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$
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0.76
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$
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5.39
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$
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2.33
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Shares used in computation:
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Basic
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24,537
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24,192
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24,460
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24,108
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Diluted
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24,823
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24,467
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24,741
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24,355
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Three Months Ended
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Nine Months Ended
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July 1,
2017 |
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July 2,
2016 |
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July 1,
2017 |
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July 2,
2016 |
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Net income
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$
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61,117
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$
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18,650
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$
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133,370
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$
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56,717
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Other comprehensive income (loss):
(1)
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Translation adjustment, net of taxes
(2)
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19,893
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(6,396
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15,815
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(1,334
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)
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Net loss on derivative instruments, net of taxes
(3)
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—
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—
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—
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(28
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)
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Changes in unrealized gains (losses) on available-for-sale securities, net of taxes
(4)
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—
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(37
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(3,334
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)
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2,426
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Defined benefit pension plans, net of taxes
(5)
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(401
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)
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—
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133
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—
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Other comprehensive income (loss), net of tax
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19,492
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(6,433
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)
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12,614
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1,064
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Comprehensive income
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$
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80,609
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$
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12,217
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$
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145,984
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$
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57,781
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(1)
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Reclassification adjustments were not significant during the
three and nine months ended
July 1, 2017
and
July 2, 2016
.
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(2)
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Tax expenses (benefits) of
$0
and
$(326)
were provided on translation adjustments during the three and nine months ended
July 1, 2017
, respectively. Tax expenses of
$185
and
$304
were provided on translation adjustments during the three and nine months ended
July 2, 2016
, respectively.
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(3)
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Tax expenses (benefits) of
$0
and
$(17)
were provided on net gain (loss) on derivative instruments during the three and nine months ended
July 2, 2016
, respectively.
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(4)
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Tax expenses (benefits) of
$0
and
$(1,878)
were provided on changes in unrealized gains (losses) on available-for-sale securities for the three and nine months ended
July 1, 2017
, respectively. Tax expenses (benefits) of
$(22)
and
$1,415
were provided on changes in unrealized gains (losses) on available-for-sale securities for the three and nine months ended
July 2, 2016
, respectively.
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(5)
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Tax benefits of
$(56)
and
$(35)
were provided on changes in defined benefit pension plans for the three and nine months ended
July 1, 2017
, respectively.
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July 1,
2017 |
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October 1,
2016 |
||||
ASSETS
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Current assets:
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|
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Cash and cash equivalents
|
$
|
472,307
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$
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354,347
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Restricted cash
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1,060
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|
|
—
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|
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Short-term investments
|
120
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45,606
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|
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Accounts receivable—net of allowances of $5,934 and $2,420, respectively
|
277,853
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|
165,715
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Inventories
|
402,849
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|
|
212,898
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|
||
Prepaid expenses and other assets
|
74,827
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|
|
37,073
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|
||
Assets held-for-sale
|
32,556
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|
|
—
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|
||
Total current assets
|
1,261,572
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|
|
815,639
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|
||
Property and equipment, net
|
268,622
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|
|
127,443
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|
||
Goodwill
|
410,417
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|
|
101,458
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|
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Intangible assets, net
|
202,690
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|
|
13,874
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|
||
Non-current restricted cash
|
12,524
|
|
|
—
|
|
||
Other assets
|
122,604
|
|
|
102,734
|
|
||
Total assets
|
$
|
2,278,429
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|
|
$
|
1,161,148
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|
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|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
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|
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Current liabilities:
|
|
|
|
|
|
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Short-term borrowings and current-portion of long-term obligations
|
$
|
5,485
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|
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$
|
20,000
|
|
Accounts payable
|
72,755
|
|
|
45,182
|
|
||
Income taxes payable
|
71,427
|
|
|
19,870
|
|
||
Other current liabilities
|
229,642
|
|
|
116,442
|
|
||
Total current liabilities
|
379,309
|
|
|
201,494
|
|
||
Long-term obligations
|
652,700
|
|
|
—
|
|
||
Other long-term liabilities
|
178,378
|
|
|
48,826
|
|
||
Commitments and contingencies (Note 11)
|
|
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|
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Stockholders’ equity:
|
|
|
|
|
|
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Common stock, Authorized—500,000 shares, par value $.01 per share:
|
|
|
|
|
|
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Outstanding—24,631 shares and 24,324 shares, respectively
|
245
|
|
|
242
|
|
||
Additional paid-in capital
|
162,525
|
|
|
151,298
|
|
||
Accumulated other comprehensive income (loss)
|
7,314
|
|
|
(5,300
|
)
|
||
Retained earnings
|
897,958
|
|
|
764,588
|
|
||
Total stockholders’ equity
|
1,068,042
|
|
|
910,828
|
|
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Total liabilities and stockholders’ equity
|
$
|
2,278,429
|
|
|
$
|
1,161,148
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|
|
Nine Months Ended
|
||||||
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July 1,
2017 |
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July 2,
2016 |
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Cash flows from operating activities:
|
|
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|
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Net income
|
$
|
133,370
|
|
|
$
|
56,717
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Adjustments to reconcile net income to net cash provided by operating activities:
|
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|
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Depreciation and amortization
|
31,576
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|
|
19,410
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|
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Amortization of intangible assets
|
44,303
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|
|
6,201
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|
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Gain on business combination
|
(5,416
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)
|
|
—
|
|
||
Deferred income taxes
|
1,964
|
|
|
(3,356
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)
|
||
Amortization of debt issuance cost
|
2,970
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|
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—
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|
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Stock-based compensation
|
19,078
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|
|
14,821
|
|
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Non-cash restructuring charges
|
4,395
|
|
|
—
|
|
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Other non-cash expense
|
201
|
|
|
387
|
|
||
Changes in assets and liabilities, net of effect of acquisitions:
|
|
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|
|
|
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Accounts receivable
|
(23,519
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)
|
|
(4,195
|
)
|
||
Inventories
|
4,067
|
|
|
(43,627
|
)
|
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Prepaid expenses and other assets
|
(3,902
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)
|
|
(4,809
|
)
|
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Other long-term assets
|
(3,319
|
)
|
|
(577
|
)
|
||
Accounts payable
|
6,535
|
|
|
9,824
|
|
||
Income taxes payable/receivable
|
28,319
|
|
|
(2,759
|
)
|
||
Other current liabilities
|
39,849
|
|
|
4,519
|
|
||
Other long-term liabilities
|
5,729
|
|
|
2,065
|
|
||
Cash flows from discontinued operations
|
(918
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)
|
|
—
|
|
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Net cash provided by operating activities
|
285,282
|
|
|
54,621
|
|
||
|
|
|
|
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Cash flows from investing activities:
|
|
|
|
|
|
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Purchases of property and equipment
|
(45,352
|
)
|
|
(28,310
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)
|
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Proceeds from dispositions of property and equipment
|
1,002
|
|
|
422
|
|
||
Purchases of available-for-sale securities
|
—
|
|
|
(180,842
|
)
|
||
Proceeds from sales and maturities of available-for-sale securities
|
25,113
|
|
|
144,966
|
|
||
Acquisition of businesses, net of cash acquired
|
(740,481
|
)
|
|
—
|
|
||
Cash flows from discontinued operations
|
(649
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(760,367
|
)
|
|
(63,764
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Short-term borrowings
|
7,602
|
|
|
54,792
|
|
||
Repayments of short-term borrowings
|
(29,240
|
)
|
|
(34,792
|
)
|
||
Proceeds from long-term borrowings
|
740,685
|
|
|
—
|
|
||
Repayments of long-term borrowings
|
(88,826
|
)
|
|
—
|
|
||
Cash paid to subsidiaries' minority shareholders
|
(816
|
)
|
|
—
|
|
||
Issuance of common stock under employee stock option and purchase plans
|
8,111
|
|
|
7,249
|
|
||
Net settlement of restricted common stock
|
(15,690
|
)
|
|
(5,414
|
)
|
||
Increase in cash overdraft
|
—
|
|
|
880
|
|
||
Debt issuance costs
|
(26,367
|
)
|
|
(2,530
|
)
|
||
Net cash provided by financing activities
|
595,459
|
|
|
20,185
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
11,170
|
|
|
(2,242
|
)
|
||
Net increase in cash, cash equivalents and restricted cash
|
131,544
|
|
|
8,800
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
354,347
|
|
|
130,607
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
485,891
|
|
|
$
|
139,407
|
|
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
||||
Unpaid property and equipment purchases
|
$
|
1,950
|
|
|
$
|
2,538
|
|
Use of previously owned equity shares in acquisition
|
$
|
20,685
|
|
|
$
|
—
|
|
|
July 1,
2017 |
|
July 2,
2016 |
||||
Cash and cash equivalents
|
$
|
472,307
|
|
|
$
|
139,407
|
|
Restricted cash, current
|
1,060
|
|
|
—
|
|
||
Restricted cash, non-current
|
12,524
|
|
|
—
|
|
||
Total Cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows
|
$
|
485,891
|
|
|
$
|
139,407
|
|
Cash consideration to Rofin's shareholders
|
$
|
904,491
|
|
Cash settlement paid for Rofin employee stock options
|
15,290
|
|
|
Total cash payments to Rofin shareholders and option holders
|
919,781
|
|
|
Add: fair value of previously owned Rofin shares
|
20,685
|
|
|
Less: post-merger stock compensation expense
|
(4,152
|
)
|
|
Total purchase price to allocate
|
$
|
936,314
|
|
Cash, cash equivalents and short-term investments
|
$
|
163,425
|
|
Accounts receivable
|
90,877
|
|
|
Inventory
|
189,869
|
|
|
Prepaid expenses and other assets
|
16,111
|
|
|
Assets held-for-sale, current
|
29,545
|
|
|
Property and equipment
|
126,507
|
|
|
Other assets
|
31,464
|
|
|
Intangible assets:
|
|
||
Existing technology
|
169,029
|
|
|
In-process research and development
|
6,000
|
|
|
Backlog
|
5,600
|
|
|
Customer relationships
|
39,209
|
|
|
Trademarks
|
5,699
|
|
|
Patents
|
300
|
|
|
Goodwill
|
298,539
|
|
|
Current portion of long-term obligations
|
(3,633
|
)
|
|
Current liabilities held for sale
|
(7,001
|
)
|
|
Accounts payable
|
(21,603
|
)
|
|
Other current liabilities
|
(67,452
|
)
|
|
Long-term debt
|
(11,641
|
)
|
|
Other long-term liabilities
|
(124,530
|
)
|
|
Total
|
$
|
936,314
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||||||
Total net sales
|
$
|
472,027
|
|
|
$
|
344,707
|
|
|
$
|
1,294,841
|
|
|
$
|
954,044
|
|
Net income (loss)
|
$
|
64,558
|
|
|
$
|
17,465
|
|
|
$
|
159,260
|
|
|
$
|
(21,093
|
)
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
$
|
2.63
|
|
|
$
|
0.72
|
|
|
$
|
6.51
|
|
|
$
|
(0.87
|
)
|
Diluted
|
$
|
2.60
|
|
|
$
|
0.71
|
|
|
$
|
6.44
|
|
|
$
|
(0.87
|
)
|
•
|
Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property, plant and equipment from the purchase price allocation.
|
•
|
The exclusion of amortization of inventory step-up to its estimated fair value from the
three and nine months ended
July 1, 2017
and the addition of the amortization to the
three and nine months ended
July 2, 2016
.
|
•
|
The exclusion of revenue adjustments as a result of the reduction in customer deposits and deferred revenue related to its estimated fair value from the
nine months ended
July 1, 2017
and the addition of these adjustments to the
nine months ended
July 2, 2016
.
|
•
|
Incremental interest expense and amortization of debt issuance costs related to our Euro Term Loan and Revolving Credit Facility (as defined in Note 9, "Borrowings").
|
•
|
The exclusion of acquisition costs incurred by both Coherent and Rofin from the
three and nine months ended
July 1, 2017
and the addition of these costs to the
three and nine months ended
July 2, 2016
.
|
•
|
The exclusion of a stock-based compensation charge related to the acceleration of Rofin options from the nine months ended
July 1, 2017
and the addition of this charge to the nine months ended
July 2, 2016
.
|
•
|
The exclusion of a gain on business combination for our previously owned shares of Rofin from the
nine months ended
July 1, 2017
and the addition of this gain to the
nine months ended
July 2, 2016
.
|
•
|
The exclusion of a foreign exchange gain on forward contracts related to our debt commitment and debt issuance from the
nine months ended
July 1, 2017
and the addition of this gain to the
nine months ended
July 2, 2016
.
|
•
|
The estimated tax impact of the above adjustments.
|
|
|
Aggregate Fair Value
|
|
Quoted Prices
in
Active Markets
for Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Aggregate Fair Value
|
|
Quoted Prices
in Active Markets for Identical Assets |
|
Significant
Other
Observable
Inputs
|
||||||||||||
|
|
July 1, 2017
|
|
October 1, 2016
|
||||||||||||||||||||
|
|
|
|
(Level 1)
|
|
(Level 2)
|
|
|
|
(Level 1)
|
|
(Level 2)
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market fund deposits
|
|
$
|
83,117
|
|
|
$
|
83,117
|
|
|
$
|
—
|
|
|
$
|
237,142
|
|
|
$
|
237,142
|
|
|
$
|
—
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
U.S. Treasury and agency obligations
(2)
|
|
120
|
|
|
—
|
|
|
120
|
|
|
125
|
|
|
—
|
|
|
125
|
|
||||||
Commercial paper
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,999
|
|
|
—
|
|
|
24,999
|
|
||||||
Equity securities
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,482
|
|
|
20,482
|
|
|
—
|
|
||||||
Prepaid and other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency contracts
(3)
|
|
2,531
|
|
|
—
|
|
|
2,531
|
|
|
889
|
|
|
—
|
|
|
889
|
|
||||||
Mutual funds — Deferred comp and supplemental plan
(4)
|
|
17,727
|
|
|
17,727
|
|
|
—
|
|
|
14,399
|
|
|
14,399
|
|
|
—
|
|
||||||
Total
|
|
$
|
103,495
|
|
|
$
|
100,844
|
|
|
$
|
2,651
|
|
|
$
|
298,036
|
|
|
$
|
272,023
|
|
|
$
|
26,013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
(3)
|
|
(191
|
)
|
|
—
|
|
|
(191
|
)
|
|
(3,100
|
)
|
|
—
|
|
|
(3,100
|
)
|
||||||
Total
|
|
$
|
103,304
|
|
|
$
|
100,844
|
|
|
$
|
2,460
|
|
|
$
|
294,936
|
|
|
$
|
272,023
|
|
|
$
|
22,913
|
|
(1)
|
Valuations are based upon quoted market prices.
|
(2)
|
Valuations are based upon quoted market prices in active markets involving similar assets. The market inputs used to value these instruments generally consist of market yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Pricing sources include industry standard data providers, security master files from large financial institutions, and other third party sources which are input into a distribution-curve-based algorithm to determine a daily market value. This creates a “consensus price” or a weighted average price for each security.
|
(3)
|
The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. See Note 6, "Derivative Instruments and Hedging Activities".
|
(4)
|
The fair value of mutual funds is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in over-the-counter markets and listed securities for which no sale was reported on that date are stated as the last quoted bid price.
|
|
July 1, 2017
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
472,307
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
472,307
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and agency obligations
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120
|
|
Total short-term investments
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
October 1, 2016
|
||||||||||||||
|
Cost Basis
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Cash and cash equivalents
|
$
|
354,347
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
354,347
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial paper
|
$
|
24,999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,999
|
|
U.S. Treasury and agency obligations
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Equity Securities
|
15,269
|
|
|
5,213
|
|
|
—
|
|
|
20,482
|
|
||||
Total short-term investments
|
$
|
40,393
|
|
|
$
|
5,213
|
|
|
$
|
—
|
|
|
$
|
45,606
|
|
|
July 1, 2017
|
|
October 1, 2016
|
||||||||||||
|
Amortized Cost
|
|
Estimated Fair Value
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||||||
Investments in available-for-sale debt securities due in less than one year
|
$
|
120
|
|
|
$
|
120
|
|
|
$
|
25,124
|
|
|
$
|
25,124
|
|
|
U.S. Notional Contract Value
|
|
U.S. Fair Value
|
||||||||||||
|
July 1, 2017
|
|
October 1, 2016
|
|
July 1, 2017
|
|
October 1, 2016
|
||||||||
Euro currency hedge contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase
|
$
|
89,850
|
|
|
$
|
91,108
|
|
|
$
|
1,606
|
|
|
$
|
162
|
|
Sell
|
$
|
—
|
|
|
$
|
(750,454
|
)
|
|
$
|
—
|
|
|
$
|
(2,234
|
)
|
|
|
|
|
|
|
|
|
||||||||
Japanese Yen currency hedge contracts
|
|
|
|
|
|
|
|
||||||||
Purchase
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sell
|
$
|
(25,329
|
)
|
|
$
|
(36,450
|
)
|
|
$
|
343
|
|
|
$
|
(343
|
)
|
|
|
|
|
|
|
|
|
||||||||
South Korean Won currency hedge contracts
|
|
|
|
|
|
|
|
||||||||
Purchase
|
$
|
—
|
|
|
$
|
31,248
|
|
|
$
|
550
|
|
|
$
|
413
|
|
Sell
|
$
|
(24,675
|
)
|
|
$
|
(37,929
|
)
|
|
$
|
—
|
|
|
$
|
(152
|
)
|
|
|
|
|
|
|
|
|
||||||||
Chinese RMB currency hedge contracts
|
|
|
|
|
|
|
|
||||||||
Purchase
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sell
|
$
|
(16,193
|
)
|
|
$
|
(25,237
|
)
|
|
$
|
(185
|
)
|
|
$
|
(91
|
)
|
|
|
|
|
|
|
|
|
||||||||
Other foreign currency hedge contracts
|
|
|
|
|
|
|
|
|
|
|
|
||||
Purchase
|
$
|
7,629
|
|
|
$
|
6,033
|
|
|
$
|
32
|
|
|
$
|
(4
|
)
|
Sell
|
$
|
(1,786
|
)
|
|
$
|
(1,775
|
)
|
|
$
|
(6
|
)
|
|
$
|
38
|
|
|
OEM Laser Sources
|
|
Industrial Lasers & Systems
|
|
Total
|
||||||
Balance as of October 1, 2016
|
$
|
97,015
|
|
|
$
|
4,443
|
|
|
$
|
101,458
|
|
Additions (see Note 3)
|
1,644
|
|
|
296,895
|
|
|
298,539
|
|
|||
Translation adjustments and other
|
1,116
|
|
|
9,304
|
|
|
10,420
|
|
|||
Balance as of July 1, 2017
|
$
|
99,775
|
|
|
$
|
310,642
|
|
|
$
|
410,417
|
|
|
July 1, 2017
|
|
October 1, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Existing technology
|
$
|
205,124
|
|
|
$
|
(52,346
|
)
|
|
$
|
152,778
|
|
|
$
|
70,664
|
|
|
$
|
(61,133
|
)
|
|
$
|
9,531
|
|
Patents
|
313
|
|
|
(41
|
)
|
|
272
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Customer relationships
|
50,300
|
|
|
(11,596
|
)
|
|
38,704
|
|
|
15,968
|
|
|
(11,658
|
)
|
|
4,310
|
|
||||||
Trade Name
|
6,001
|
|
|
(1,306
|
)
|
|
4,695
|
|
|
384
|
|
|
(351
|
)
|
|
33
|
|
||||||
In-process research & development
|
6,241
|
|
|
—
|
|
|
6,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
267,979
|
|
|
$
|
(65,289
|
)
|
|
$
|
202,690
|
|
|
$
|
87,016
|
|
|
$
|
(73,142
|
)
|
|
$
|
13,874
|
|
|
Estimated
Amortization
Expense
|
||
2017 (remainder)
|
$
|
15,056
|
|
2018
|
56,057
|
|
|
2019
|
52,760
|
|
|
2020
|
45,574
|
|
|
2021
|
13,769
|
|
|
2022
|
3,505
|
|
|
Thereafter
|
9,728
|
|
|
Total (excluding IPR&D)
|
$
|
196,449
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Purchased parts and assemblies
|
$
|
114,616
|
|
|
$
|
56,824
|
|
Work-in-process
|
142,876
|
|
|
88,391
|
|
||
Finished goods
|
145,357
|
|
|
67,683
|
|
||
Total inventories
|
$
|
402,849
|
|
|
$
|
212,898
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Prepaid and refundable income taxes
|
$
|
32,944
|
|
|
$
|
12,415
|
|
Other taxes receivable
|
14,850
|
|
|
10,538
|
|
||
Prepaid expenses and other assets
|
27,033
|
|
|
14,120
|
|
||
Total prepaid expenses and other assets
|
$
|
74,827
|
|
|
$
|
37,073
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Assets related to deferred compensation arrangements
|
$
|
31,167
|
|
|
$
|
26,356
|
|
Deferred tax assets
|
78,515
|
|
|
67,157
|
|
||
Other assets
|
12,922
|
|
|
9,221
|
|
||
Total other assets
|
$
|
122,604
|
|
|
$
|
102,734
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Accrued payroll and benefits
|
$
|
57,076
|
|
|
$
|
47,506
|
|
Deferred revenue
|
78,642
|
|
|
33,034
|
|
||
Warranty reserve
|
33,983
|
|
|
15,949
|
|
||
Accrued expenses and other
|
32,540
|
|
|
18,356
|
|
||
Current liabilities held for sale
|
7,556
|
|
|
—
|
|
||
Customer deposits
|
19,845
|
|
|
1,597
|
|
||
Total other current liabilities
|
$
|
229,642
|
|
|
$
|
116,442
|
|
|
Nine Months Ended
|
||||||
|
July 1,
2017 |
|
July 2,
2016 |
||||
Beginning balance
|
$
|
15,949
|
|
|
$
|
15,308
|
|
Additions related to current period sales
|
27,854
|
|
|
15,298
|
|
||
Warranty costs incurred in the current period
|
(23,422
|
)
|
|
(15,059
|
)
|
||
Accruals resulting from acquisitions
|
14,314
|
|
|
—
|
|
||
Adjustments to accruals related to foreign exchange and other
|
(712
|
)
|
|
(396
|
)
|
||
Ending balance
|
$
|
33,983
|
|
|
$
|
15,151
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Long-term taxes payable
|
$
|
35,295
|
|
|
$
|
2,951
|
|
Deferred compensation
|
33,288
|
|
|
28,313
|
|
||
Deferred tax liabilities
|
55,629
|
|
|
1,468
|
|
||
Deferred revenue
|
4,544
|
|
|
4,069
|
|
||
Asset retirement obligations liability
|
5,227
|
|
|
2,796
|
|
||
Defined benefit plan liabilities
|
42,214
|
|
|
8,123
|
|
||
Other long-term liabilities
|
2,181
|
|
|
1,106
|
|
||
Total other long-term liabilities
|
$
|
178,378
|
|
|
$
|
48,826
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Current portion of Euro Term Loan (1)
|
$
|
3,464
|
|
|
$
|
—
|
|
1.3% Term loan due 2024
|
1,428
|
|
|
—
|
|
||
1.0% State of Connecticut term loan due 2023
|
370
|
|
|
—
|
|
||
Line of credit borrowings
|
223
|
|
|
20,000
|
|
||
Total short-term borrowings and current portion of long-term obligations
|
$
|
5,485
|
|
|
$
|
20,000
|
|
|
July 1,
2017 |
|
October 1,
2016 |
||||
Euro Term Loan due 2024 (1)
|
$
|
641,905
|
|
|
$
|
—
|
|
1.3% Term loan due 2024
|
8,922
|
|
|
—
|
|
||
1.0% State of Connecticut term loan due 2023
|
1,873
|
|
|
—
|
|
||
Total long-term obligations
|
$
|
652,700
|
|
|
$
|
—
|
|
|
Amount
|
||
2017 (remainder)
|
$
|
2,362
|
|
2018
|
9,450
|
|
|
2019
|
9,450
|
|
|
2020
|
9,450
|
|
|
2021
|
9,450
|
|
|
2022
|
9,450
|
|
|
Thereafter
|
636,732
|
|
|
Total
|
$
|
686,344
|
|
|
|
Employee Stock Purchase Plan
|
||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||||||
Expected life in years
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
||||
Expected volatility
|
|
34.5
|
%
|
|
38.5
|
%
|
|
30.8
|
%
|
|
31.6
|
%
|
||||
Risk-free interest rate
|
|
0.85
|
%
|
|
0.37
|
%
|
|
0.62
|
%
|
|
0.28
|
%
|
||||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Weighted average fair value per share
|
|
$
|
47.36
|
|
|
$
|
21.35
|
|
|
$
|
32.30
|
|
|
$
|
16.08
|
|
|
|
Nine Months Ended
|
||||
|
|
July 1, 2017
|
|
July 2, 2016
|
||
Risk-free interest rate
|
|
1.3
|
%
|
|
1.2
|
%
|
Volatility
|
|
31.0
|
%
|
|
27.0
|
%
|
Weighted average fair value
|
|
$163.17
|
|
$74.48
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||||||
Cost of sales
|
$
|
880
|
|
|
$
|
677
|
|
|
$
|
2,618
|
|
|
$
|
1,876
|
|
Research and development
|
639
|
|
|
610
|
|
|
2,289
|
|
|
1,646
|
|
||||
Selling, general and administrative
|
5,373
|
|
|
4,402
|
|
|
18,323
|
|
|
11,299
|
|
||||
Income tax benefit
|
(1,851
|
)
|
|
(1,588
|
)
|
|
(5,155
|
)
|
|
(3,450
|
)
|
||||
|
$
|
5,041
|
|
|
$
|
4,101
|
|
|
$
|
18,075
|
|
|
$
|
11,371
|
|
|
Time Based Restricted Stock Units
|
|
Performance Restricted Stock Units
|
||||||||||
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted
Average Grant Date Fair Value |
||||||
Nonvested stock at October 1, 2016
|
459
|
|
|
$
|
66.47
|
|
|
169
|
|
|
$
|
74.10
|
|
Granted
|
186
|
|
|
131.54
|
|
|
115
|
|
|
163.17
|
|
||
Vested
(1)
|
(228
|
)
|
|
66.03
|
|
|
(104
|
)
|
|
77.10
|
|
||
Forfeited
|
(13
|
)
|
|
76.62
|
|
|
(4
|
)
|
|
70.57
|
|
||
Nonvested stock at July 1, 2017
|
404
|
|
|
$
|
118.60
|
|
|
176
|
|
|
$
|
105.34
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||||||
Weighted average shares outstanding —basic
|
24,537
|
|
|
24,192
|
|
|
24,460
|
|
|
24,108
|
|
||||
Dilutive effect of employee stock awards
|
286
|
|
|
275
|
|
|
281
|
|
|
247
|
|
||||
Weighted average shares outstanding—diluted
|
24,823
|
|
|
24,467
|
|
|
24,741
|
|
|
24,355
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income from continuing operations
|
$
|
62,871
|
|
|
$
|
18,650
|
|
|
135,757
|
|
|
$
|
56,717
|
|
|
Loss from discontinued operations, net of income taxes
|
(1,754
|
)
|
|
—
|
|
|
(2,387
|
)
|
|
—
|
|
||||
Net income
|
$
|
61,117
|
|
|
$
|
18,650
|
|
|
$
|
133,370
|
|
|
$
|
56,717
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||||||
Foreign exchange gain (loss)
|
$
|
(2,439
|
)
|
|
$
|
(1,261
|
)
|
|
$
|
7,928
|
|
|
$
|
(2,781
|
)
|
Gain on deferred compensation investments, net
|
1,136
|
|
|
1,796
|
|
|
2,831
|
|
|
795
|
|
||||
Other
|
573
|
|
|
29
|
|
|
112
|
|
|
90
|
|
||||
Other - net
|
$
|
(730
|
)
|
|
$
|
564
|
|
|
$
|
10,871
|
|
|
$
|
(1,896
|
)
|
|
Nine Months Ended
|
||
|
July 1, 2017
|
||
Balance as of the beginning of the year
|
$
|
20,442
|
|
Increase related to acquisitions
|
26,407
|
|
|
Tax positions related to current year:
|
|
||
Additions
|
1,678
|
|
|
Reductions
|
(87
|
)
|
|
Tax positions related to prior year:
|
|
||
Additions
|
3,018
|
|
|
Reductions
|
—
|
|
|
Settlements
|
—
|
|
|
Lapses in statutes of limitations
|
—
|
|
|
Foreign currency revaluation adjustment
|
1,025
|
|
|
Balance as of end of period
|
$
|
52,483
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||||||
Service cost
|
$
|
566
|
|
|
$
|
134
|
|
|
$
|
1,409
|
|
|
$
|
425
|
|
Interest cost
|
279
|
|
|
15
|
|
|
729
|
|
|
50
|
|
||||
Expected return on plan assets
|
(184
|
)
|
|
—
|
|
|
(490
|
)
|
|
—
|
|
||||
Amortization of prior service cost
|
19
|
|
|
—
|
|
|
50
|
|
|
—
|
|
||||
Amortization of prior net loss
|
139
|
|
|
—
|
|
|
370
|
|
|
—
|
|
||||
Recognized net actuarial loss
|
387
|
|
|
122
|
|
|
845
|
|
|
410
|
|
||||
Net periodic pension cost
|
$
|
1,206
|
|
|
$
|
271
|
|
|
$
|
2,913
|
|
|
$
|
885
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|||||||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
|
|||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|||||||||
OEM Laser Sources
|
$
|
309,925
|
|
|
$
|
183,544
|
|
|
$
|
825,805
|
|
|
$
|
509,416
|
|
|
|
Industrial Lasers & Systems
|
154,182
|
|
|
35,223
|
|
|
407,208
|
|
|
99,508
|
|
|
|||||
Total net sales
|
$
|
464,107
|
|
|
$
|
218,767
|
|
|
$
|
1,233,013
|
|
|
$
|
608,924
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from continuing operations:
|
|
|
|
|
|
|
|
|
|||||||||
OEM Laser Sources
|
$
|
120,586
|
|
|
$
|
47,989
|
|
|
$
|
307,046
|
|
|
$
|
131,652
|
|
|
|
Industrial Lasers & Systems
|
(1,493
|
)
|
1,825
|
|
(4,459
|
)
|
|
(29,571
|
)
|
|
(11,293
|
)
|
|
||||
Corporate and other
|
(18,516
|
)
|
|
(17,242
|
)
|
|
(63,609
|
)
|
|
(40,784
|
)
|
|
|||||
Total income from continuing operations
|
100,577
|
|
|
26,288
|
|
|
213,866
|
|
|
79,575
|
|
|
|||||
Total other income (expense), net
|
(7,942
|
)
|
|
852
|
|
|
(13,025
|
)
|
|
(1,150
|
)
|
|
|||||
Income from continuing operations before income taxes
|
$
|
92,635
|
|
|
$
|
27,140
|
|
|
$
|
200,841
|
|
|
$
|
78,425
|
|
|
|
Severance Related
|
|
Asset Write Offs
|
|
Other
|
|
Total
|
||||||||
Balances, October 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
Provision
|
2,703
|
|
|
4,359
|
|
|
—
|
|
|
7,062
|
|
||||
Payments and other
|
(344
|
)
|
|
(4,359
|
)
|
|
—
|
|
|
(4,703
|
)
|
||||
Balances, December 31, 2016
|
2,359
|
|
|
—
|
|
|
—
|
|
|
2,359
|
|
||||
Provision
|
319
|
|
|
(45
|
)
|
|
283
|
|
|
557
|
|
||||
Payments and other
|
(892
|
)
|
|
45
|
|
|
(104
|
)
|
|
(951
|
)
|
||||
Balances, April 1, 2017
|
1,786
|
|
|
—
|
|
|
179
|
|
|
1,965
|
|
||||
Provision
|
1,115
|
|
|
82
|
|
|
303
|
|
|
1,500
|
|
||||
Payments and other
|
(1,793
|
)
|
|
(82
|
)
|
|
(130
|
)
|
|
(2,005
|
)
|
||||
Balances, July 1, 2017
|
$
|
1,108
|
|
|
$
|
—
|
|
|
$
|
352
|
|
|
$
|
1,460
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
July 1,
2017 |
|
July 1,
2017 |
||||
Net sales
|
$
|
7,920
|
|
|
$
|
20,296
|
|
Cost of sales
|
5,349
|
|
|
14,337
|
|
||
Operating expenses
|
2,771
|
|
|
6,924
|
|
||
Impairment loss
|
1,249
|
|
|
1,249
|
|
||
Other expense
|
5
|
|
|
173
|
|
||
Income tax expense
|
300
|
|
|
—
|
|
||
Net loss from discontinued operations
|
$
|
(1,754
|
)
|
|
$
|
(2,387
|
)
|
Accounts receivable
|
$
|
6,936
|
|
Inventories
|
4,991
|
|
|
Prepaid expenses and other assets
|
383
|
|
|
Property and equipment
|
10,475
|
|
|
Intangible assets
|
9,771
|
|
|
Total current assets held for sale
|
$
|
32,556
|
|
|
|
||
Accounts payable
|
$
|
1,973
|
|
Other current liabilities
|
5,583
|
|
|
Total current liabilities held for sale
|
$
|
7,556
|
|
•
|
Leverage our technology portfolio and application engineering to lead the proliferation of photonics into broader markets
—We will continue to identify opportunities in which our technology portfolio and application engineering can be used to offer innovative solutions and gain access to new markets. We plan to utilize our expertise to increase our market share in the mid to high power material processing applications.
|
•
|
Streamline our manufacturing structure and improve our cost structure
—We will focus on optimizing the mix of products that we manufacture internally and externally. We will utilize vertical integration where our internal manufacturing process is considered proprietary and seek to leverage external sources when the capabilities and cost structure are well developed and on a path towards commoditization.
|
•
|
Focus on long-term improvement of adjusted EBITDA, in dollars and as a percentage of net sales
—We define adjusted EBITDA as operating income adjusted for depreciation, amortization, stock compensation expenses, major restructuring costs and certain other non-operating income and expense items. Key initiatives to reach our goals for EBITDA improvements include utilization of our Asian manufacturing locations, rationalizing our supply chain and continued leveraging of our infrastructure.
|
•
|
Optimize our leadership position in existing markets
—There are a number of markets where we have historically been at the forefront of technological development and product deployment and from which we have derived a substantial portion of our revenues. We plan to optimize our financial returns from these markets.
|
•
|
Maintain and develop additional strong collaborative customer and industry relationships
—We believe that the Coherent brand name and reputation for product quality, technical performance and customer satisfaction will help us to further develop our loyal customer base. We plan to maintain our current customer relationships and develop new ones with customers who are industry leaders and work together with these customers to design and develop innovative product systems and solutions as they develop new technologies.
|
•
|
Develop and acquire new technologies and market share
—We will continue to enhance our market position through our existing technologies and develop new technologies through our internal research and development efforts, as well as through the acquisition of additional complementary technologies, intellectual property, manufacturing processes and product offerings.
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Net sales—OEM Laser Sources
|
$
|
309,925
|
|
|
$
|
183,544
|
|
|
$
|
126,381
|
|
|
68.9
|
%
|
Net sales—Industrial Lasers & Systems
|
$
|
154,182
|
|
|
$
|
35,223
|
|
|
$
|
118,959
|
|
|
337.7
|
%
|
Gross profit as a percentage of net sales—
OEM Laser Sources
|
53.8
|
%
|
|
47.6
|
%
|
|
6.2
|
%
|
|
13.0
|
%
|
|||
Gross profit as a percentage of net sales—Industrial Lasers & Systems
|
26.9
|
%
|
|
22.4
|
%
|
|
4.5
|
%
|
|
20.1
|
%
|
|||
Research and development as a percentage of net sales
|
6.6
|
%
|
|
9.8
|
%
|
|
(3.2
|
)%
|
|
(32.7
|
)%
|
|||
Income from continuing operations before income taxes
|
$
|
92,635
|
|
|
$
|
27,140
|
|
|
$
|
65,495
|
|
|
241.3
|
%
|
Net cash provided by operating activities
|
$
|
90,923
|
|
|
$
|
9,067
|
|
|
$
|
81,856
|
|
|
902.8
|
%
|
Days sales outstanding in receivables
|
53.9
|
|
|
61.8
|
|
|
(7.9
|
)
|
|
(12.8
|
)%
|
|||
Annualized third quarter inventory turns
|
2.6
|
|
|
2.5
|
|
|
0.1
|
|
|
4.0
|
%
|
|||
Capital spending as a percentage of net sales
|
3.4
|
%
|
|
5.5
|
%
|
|
(2.1
|
)%
|
|
(38.2
|
)%
|
|||
Net income from continuing operations as a percentage of net sales
|
13.6
|
%
|
|
8.5
|
%
|
|
5.1
|
%
|
|
60.0
|
%
|
|||
Adjusted EBITDA as a percentage of net sales
|
30.6
|
%
|
|
20.8
|
%
|
|
9.8
|
%
|
|
47.1
|
%
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
July 1, 2017
|
|
July 2, 2016
|
|
Change
|
|
% Change
|
|||||||
|
(Dollars in thousands)
|
|||||||||||||
Net sales—OEM Laser Sources
|
$
|
825,805
|
|
|
$
|
509,416
|
|
|
$
|
316,389
|
|
|
62.1
|
%
|
Net sales—Industrial Lasers & Systems
|
$
|
407,208
|
|
|
$
|
99,508
|
|
|
$
|
307,700
|
|
|
309.2
|
%
|
Gross profit as a percentage of net sales—
OEM Laser Sources
|
53.3
|
%
|
|
47.8
|
%
|
|
5.5
|
%
|
|
11.5
|
%
|
|||
Gross profit as a percentage of net sales—Industrial Lasers & Systems
|
22.3
|
%
|
|
25.6
|
%
|
|
(3.3
|
)%
|
|
(12.9
|
)%
|
|||
Research and development as a percentage of net sales
|
7.1
|
%
|
|
10.1
|
%
|
|
(3.0
|
)%
|
|
(29.7
|
)%
|
|||
Income from continuing operations before income taxes
|
$
|
200,841
|
|
|
$
|
78,425
|
|
|
$
|
122,416
|
|
|
156.1
|
%
|
Net cash provided by operating activities
|
$
|
285,282
|
|
|
$
|
54,621
|
|
|
$
|
230,661
|
|
|
422.3
|
%
|
Capital spending as a percentage of net sales
|
3.7
|
%
|
|
4.6
|
%
|
|
(0.9
|
)%
|
|
(19.6
|
)%
|
|||
Net income from continuing operations as a percentage of net sales
|
11.0
|
%
|
|
9.3
|
%
|
|
1.7
|
%
|
|
18.3
|
%
|
|||
Adjusted EBITDA as a percentage of net sales
|
29.5
|
%
|
|
21.0
|
%
|
|
8.5
|
%
|
|
40.5
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||
Net income from continuing operations as a percentage of net sales
|
13.5
|
%
|
|
8.5
|
%
|
|
11.0
|
%
|
|
9.3
|
%
|
Income tax expense
|
6.4
|
%
|
|
3.9
|
%
|
|
5.3
|
%
|
|
3.6
|
%
|
Interest and other income (expense), net
|
2.0
|
%
|
|
0.5
|
%
|
|
1.3
|
%
|
|
0.4
|
%
|
Depreciation and amortization
|
5.8
|
%
|
|
3.9
|
%
|
|
6.1
|
%
|
|
4.2
|
%
|
Restructuring charges
|
0.3
|
%
|
|
—
|
%
|
|
0.7
|
%
|
|
—
|
%
|
Purchase accounting step-up
|
1.0
|
%
|
|
—
|
%
|
|
2.2
|
%
|
|
—
|
%
|
Gain on business combination
|
—
|
%
|
|
—
|
%
|
|
(0.4
|
)%
|
|
—
|
%
|
Costs related to acquisition of Rofin
|
0.1
|
%
|
|
1.4
|
%
|
|
1.4
|
%
|
|
1.1
|
%
|
Stock-based compensation
|
1.5
|
%
|
|
2.6
|
%
|
|
1.9
|
%
|
|
2.4
|
%
|
Adjusted EBITDA as a percentage of net sales
|
30.6
|
%
|
|
20.8
|
%
|
|
29.5
|
%
|
|
21.0
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
July 1,
2017 |
|
July 2,
2016 |
|
July 1,
2017 |
|
July 2,
2016 |
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
55.4
|
%
|
|
56.8
|
%
|
|
57.2
|
%
|
|
56.1
|
%
|
Gross profit
|
44.6
|
%
|
|
43.2
|
%
|
|
42.8
|
%
|
|
43.9
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
6.6
|
%
|
|
9.8
|
%
|
|
7.1
|
%
|
|
10.1
|
%
|
Selling, general and administrative
|
15.6
|
%
|
|
21.1
|
%
|
|
17.7
|
%
|
|
20.4
|
%
|
Gain on business combination
|
—
|
%
|
|
—
|
%
|
|
(0.4
|
)%
|
|
—
|
%
|
Amortization of intangible assets
|
0.8
|
%
|
|
0.3
|
%
|
|
1.1
|
%
|
|
0.3
|
%
|
Total operating expenses
|
23.0
|
%
|
|
31.2
|
%
|
|
25.5
|
%
|
|
30.8
|
%
|
Income from operations
|
21.6
|
%
|
|
12.0
|
%
|
|
17.3
|
%
|
|
13.1
|
%
|
Other income (expense), net
|
(1.6
|
)%
|
|
0.4
|
%
|
|
(1.0
|
)%
|
|
(0.2
|
)%
|
Income from continuing operations before income taxes
|
20.0
|
%
|
|
12.4
|
%
|
|
16.3
|
%
|
|
12.9
|
%
|
Provision for income taxes
|
6.4
|
%
|
|
3.9
|
%
|
|
5.3
|
%
|
|
3.6
|
%
|
Net income from continuing operations
|
13.6
|
%
|
|
8.5
|
%
|
|
11.0
|
%
|
|
9.3
|
%
|
|
Three Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||||||||
|
Amount
|
|
Percentage
of total
net sales
|
|
Amount
|
|
Percentage
of total
net sales
|
||||||
Consolidated:
|
|
|
|
|
|
|
|
||||||
Microelectronics
|
$
|
241,842
|
|
|
52.1
|
%
|
|
$
|
116,473
|
|
|
53.2
|
%
|
OEM components and instrumentation
|
50,061
|
|
|
10.8
|
%
|
|
37,892
|
|
|
17.3
|
%
|
||
Materials processing
|
142,614
|
|
|
30.7
|
%
|
|
36,506
|
|
|
16.7
|
%
|
||
Scientific and government programs
|
29,590
|
|
|
6.4
|
%
|
|
27,896
|
|
|
12.8
|
%
|
||
Total
|
$
|
464,107
|
|
|
100.0
|
%
|
|
$
|
218,767
|
|
|
100.0
|
%
|
|
Nine Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||||||||
|
Amount
|
|
Percentage
of total
net sales
|
|
Amount
|
|
Percentage
of total
net sales
|
||||||
Consolidated:
|
|
|
|
|
|
|
|
||||||
Microelectronics
|
$
|
628,498
|
|
|
51.0
|
%
|
|
$
|
310,703
|
|
|
51.0
|
%
|
OEM components and instrumentation
|
151,650
|
|
|
12.3
|
%
|
|
119,025
|
|
|
19.6
|
%
|
||
Materials processing
|
364,788
|
|
|
29.6
|
%
|
|
87,564
|
|
|
14.4
|
%
|
||
Scientific and government programs
|
88,077
|
|
|
7.1
|
%
|
|
91,632
|
|
|
15.0
|
%
|
||
Total
|
$
|
1,233,013
|
|
|
100.0
|
%
|
|
$
|
608,924
|
|
|
100.0
|
%
|
|
Three Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||||||||
|
Amount
|
|
Percentage
of total
net sales
|
|
Amount
|
|
Percentage
of total
net sales
|
||||||
Consolidated:
|
|
|
|
|
|
|
|
||||||
OEM Laser Sources (OLS)
|
$
|
309,925
|
|
|
66.8
|
%
|
|
$
|
183,544
|
|
|
83.9
|
%
|
Industrial Lasers & Systems (ILS)
|
154,182
|
|
|
33.2
|
%
|
|
35,223
|
|
|
16.1
|
%
|
||
Total
|
$
|
464,107
|
|
|
100.0
|
%
|
|
$
|
218,767
|
|
|
100.0
|
%
|
|
Nine Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||||||||
|
Amount
|
|
Percentage
of total
net sales
|
|
Amount
|
|
Percentage
of total
net sales
|
||||||
Consolidated:
|
|
|
|
|
|
|
|
||||||
OEM Laser Sources (OLS)
|
$
|
825,805
|
|
|
67.0
|
%
|
|
$
|
509,416
|
|
|
83.7
|
%
|
Industrial Lasers & Systems (ILS)
|
407,208
|
|
|
33.0
|
%
|
|
99,508
|
|
|
16.3
|
%
|
||
Total
|
$
|
1,233,013
|
|
|
100.0
|
%
|
|
$
|
608,924
|
|
|
100.0
|
%
|
|
Three Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||||||||
|
Amount
|
|
Percentage of
total net sales
|
|
Amount
|
|
Percentage of
total net sales
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Research and development
|
$
|
30,483
|
|
|
6.6
|
%
|
|
$
|
21,441
|
|
|
9.8
|
%
|
Selling, general and administrative
|
72,383
|
|
|
15.6
|
%
|
|
46,256
|
|
|
21.1
|
%
|
||
Amortization of intangible assets
|
3,743
|
|
|
0.8
|
%
|
|
574
|
|
|
0.3
|
%
|
||
Total operating expenses
|
$
|
106,609
|
|
|
23.0
|
%
|
|
$
|
68,271
|
|
|
31.2
|
%
|
|
Nine Months Ended
|
||||||||||||
|
July 1, 2017
|
|
July 2, 2016
|
||||||||||
|
Amount
|
|
Percentage of
total net sales
|
|
Amount
|
|
Percentage of
total net sales
|
||||||
|
(Dollars in thousands)
|
||||||||||||
Research and development
|
$
|
88,103
|
|
|
7.1
|
%
|
|
$
|
61,536
|
|
|
10.1
|
%
|
Selling, general and administrative
|
218,602
|
|
|
17.7
|
%
|
|
123,970
|
|
|
20.4
|
%
|
||
Gain on business combination
|
(5,416
|
)
|
|
(0.4
|
)%
|
|
—
|
|
|
—
|
%
|
||
Amortization of intangible assets
|
13,060
|
|
|
1.1
|
%
|
|
1,975
|
|
|
0.3
|
%
|
||
Total operating expenses
|
$
|
314,349
|
|
|
25.5
|
%
|
|
$
|
187,481
|
|
|
30.8
|
%
|
|
Nine Months Ended
|
||||||
|
July 1,
2017 |
|
July 2,
2016 |
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
285,282
|
|
|
$
|
54,621
|
|
Sales of shares under employee stock plans
|
8,111
|
|
|
7,249
|
|
||
Borrowings, net of repayments
|
630,221
|
|
|
20,000
|
|
||
Acquisition of businesses, net of cash acquired
|
(740,481
|
)
|
|
—
|
|
||
Debt issuance costs
|
(26,367
|
)
|
|
(2,530
|
)
|
||
Capital expenditures
|
(45,352
|
)
|
|
(28,310
|
)
|
|
July 1, 2017
|
|
October 1, 2016
|
||||
|
(in thousands)
|
||||||
Cash and cash equivalents
|
$
|
472,307
|
|
|
$
|
354,347
|
|
Short-term investments
|
120
|
|
|
45,606
|
|
||
Working capital
|
882,263
|
|
|
614,145
|
|
|
Total
|
|
Less than
1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
More than
5 years
|
||||||||||
Operating lease payments
|
$
|
52,950
|
|
|
$
|
16,061
|
|
|
$
|
21,685
|
|
|
$
|
9,321
|
|
|
$
|
5,883
|
|
Asset retirement obligations
|
5,912
|
|
|
—
|
|
|
2,641
|
|
|
422
|
|
|
2,849
|
|
|||||
Debt principal, interest and fees
|
807,673
|
|
|
7,457
|
|
|
88,990
|
|
|
57,986
|
|
|
653,240
|
|
|||||
Pension obligations
|
36,064
|
|
|
1,652
|
|
|
3,335
|
|
|
7,103
|
|
|
23,974
|
|
|||||
Purchase commitments for inventory
|
173,252
|
|
|
168,722
|
|
|
4,530
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations-other
|
13,115
|
|
|
9,930
|
|
|
2,360
|
|
|
825
|
|
|
—
|
|
|||||
Total
|
$
|
1,088,966
|
|
|
$
|
203,822
|
|
|
$
|
123,541
|
|
|
$
|
75,657
|
|
|
$
|
685,946
|
|
|
Average Contract
Rate
|
|
U.S. Notional
Contract Value
|
|
U.S.
Fair Value
|
|||||
Non-Designated - For US Dollars
|
|
|
|
|
|
|||||
Euro
|
1.1225
|
|
|
$
|
(89,802
|
)
|
|
$
|
(1,601
|
)
|
Japanese Yen
|
110.5460
|
|
|
$
|
25,329
|
|
|
$
|
(343
|
)
|
British Pound
|
1.2842
|
|
|
$
|
556
|
|
|
$
|
7
|
|
South Korean Won
|
1,118.5600
|
|
|
$
|
24,675
|
|
|
$
|
(550
|
)
|
Chinese Renminbi
|
6.8515
|
|
|
$
|
16,193
|
|
|
$
|
185
|
|
Singapore Dollar
|
1.3819
|
|
|
$
|
(7,629
|
)
|
|
$
|
(32
|
)
|
Malaysian Ringgit
|
4.2880
|
|
|
$
|
1,230
|
|
|
$
|
(1
|
)
|
|
|
|
|
|
|
|||||
Non-Designated - For JPY
|
|
|
|
|
|
|||||
Euro
|
1.0303
|
|
|
$
|
(48
|
)
|
|
$
|
(5
|
)
|
(i)
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
(ii)
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
(iii)
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
|
•
|
the inability to successfully combine our business with Rofin in a manner that permits the combined company to achieve the full synergies and other benefits anticipated to result from the merger;
|
•
|
complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating products, services, complex and different information technology systems (including different Enterprise Management Systems), control and compliance processes, technology, networks and other assets of each of the companies in a cohesive manner; and
|
•
|
potential unknown liabilities and unforeseen increased expenses or delays related to the merger and the integration of Rofin, including as a result of the requirement for holding separate Rofin’s business located in Hull, England.
|
•
|
diversion of the attention of our management; and
|
•
|
the disruption of, or the loss of momentum in, our business or inconsistencies in standards, controls, procedures or policies, any of which could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits of the merger, or could reduce our earnings or otherwise adversely affect our business and financial results.
|
•
|
general economic uncertainties in the macroeconomic and local economies facing us, our customers and the markets we serve;
|
•
|
fluctuations in demand for our products or downturns in the industries that we serve;
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•
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the ability of our suppliers, both internal and external, to produce and deliver components and parts, including sole or limited source components, in a timely manner, in the quantity, quality and prices desired;
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•
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the timing of receipt and conversion of bookings to net sales;
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•
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the concentration of a significant amount of our backlog, and resultant net sales, with a few customers in the Microelectronics market;
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•
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rescheduling of shipments or cancellation of orders by our customers;
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•
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fluctuations in our product mix;
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•
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the ability of our customers' other suppliers to provide sufficient material to support our customers' products;
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•
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currency fluctuations and stability, in particular the Euro, the Japanese Yen, the South Korean Won, the Chinese RMB and the US dollar as compared to other currencies;
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•
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commodity pricing;
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•
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introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricing pressures and other competitive factors;
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•
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our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;
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•
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our ability to manage our manufacturing capacity across our diverse product lines and that of our suppliers, including our ability to successfully expand our manufacturing capacity in Göttingen, Germany and Osan, South Korea, and add optics fabrication capacity at our site in Richmond, California;
|
•
|
our ability to successfully internally transfer products as part of our integration efforts;
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•
|
our reliance on contract manufacturing;
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•
|
our reliance in part upon the ability of our OEM customers to develop and sell systems that incorporate our laser products;
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•
|
our customers' ability to manage their susceptibility to adverse economic conditions;
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•
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the rate of market acceptance of our new products;
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•
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the ability of our customers to pay for our products;
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•
|
expenses associated with acquisition-related activities;
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•
|
seasonal sales trends;
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•
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access to applicable credit markets by us, our customers and their end customers;
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•
|
delays or reductions in customer purchases of our products in anticipation of the introduction of new and enhanced products by us or our competitors;
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•
|
our ability to control expenses;
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•
|
the level of capital spending of our customers;
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•
|
potential excess and/or obsolescence of our inventory;
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•
|
costs and timing of adhering to current and developing governmental regulations and reviews relating to our products and business;
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•
|
costs related to acquisitions of technology or businesses;
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•
|
impairment of goodwill, intangible assets and other long-lived assets;
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•
|
our ability to meet our expectations and forecasts and those of public market analysts and investors;
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•
|
the availability of research funding by governments with regard to our customers in the scientific business, such as universities;
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•
|
continued government spending on defense-related and scientific research projects where we are a subcontractor;
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•
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maintenance of supply relating to products sold to the government on terms which we would prefer not to accept;
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•
|
changes in policy, interpretations, or challenges to the allowability of costs incurred under government cost accounting standards;
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•
|
damage to our reputation as a result of coverage in social media, Internet blogs or other media outlets;
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•
|
managing our and other parties' compliance with contracts in multiple languages and jurisdictions;
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•
|
managing our internal and third party sales representatives and distributors, including compliance with all applicable laws;
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•
|
impact of government economic policies on macroeconomic conditions;
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•
|
costs and expenses from litigation;
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•
|
costs associated with designing around or payment of licensing fees associated with issued patents in our fields of business;
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•
|
government support of alternative energy industries, such as solar;
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•
|
negative impacts related to the “Brexit” vote by the United Kingdom, particularly with regard to sales from our Glasgow, Scotland facility to other jurisdictions and purchases of supplies from outside the United Kingdom by such facility;
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•
|
the future impact of legislation, rulemaking, and changes in accounting, tax, defense procurement, trade or export policies; and
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•
|
distraction of management related to acquisition, integration or divestment activities.
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•
|
loss of customers or orders;
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•
|
increased costs of product returns and warranty expenses;
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•
|
damage to our brand reputation;
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•
|
failure to attract new customers or achieve market acceptance;
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•
|
diversion of development, engineering and manufacturing resources; and
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•
|
legal actions by our customers and/or their end users.
|
•
|
longer accounts receivable collection periods;
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•
|
the impact of recessions and other economic conditions in economies outside the United States;
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•
|
unexpected changes in regulatory requirements;
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•
|
certification requirements;
|
•
|
environmental regulations;
|
•
|
reduced protection for intellectual property rights in some countries;
|
•
|
potentially adverse tax consequences;
|
•
|
political and economic instability;
|
•
|
import/export regulations, tariffs and trade barriers;
|
•
|
compliance with applicable United States and foreign anti-corruption laws;
|
•
|
less than favorable contract terms;
|
•
|
reduced ability to enforce contractual obligations;
|
•
|
cultural and management differences;
|
•
|
reliance in some jurisdictions on third party sales channel partners;
|
•
|
preference for locally produced products; and
|
•
|
shipping and other logistics complications.
|
•
|
stop manufacturing, selling or using our products that use the infringed intellectual property;
|
•
|
obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, although such license may not be available on reasonable terms, or at all; or
|
•
|
redesign the products that use the technology.
|
•
|
issue stock that would dilute our current stockholders' percentage ownership;
|
•
|
pay cash that would decrease our working capital;
|
•
|
incur debt;
|
•
|
assume liabilities; or
|
•
|
incur expenses related to impairment of goodwill and amortization.
|
•
|
problems combining the acquired operations, systems, technologies or products;
|
•
|
an inability to realize expected operating efficiencies or product integration benefits;
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•
|
difficulties in coordinating and integrating geographically separated personnel, organizations, systems and facilities;
|
•
|
difficulties integrating business cultures;
|
•
|
unanticipated costs or liabilities, including the costs associated with improving the internal controls of the acquired company;
|
•
|
diversion of management's attention from our core businesses;
|
•
|
adverse effects on existing business relationships with suppliers and customers;
|
•
|
potential loss of key employees, particularly those of the purchased organizations;
|
•
|
incurring unforeseen obligations or liabilities in connection with acquisitions; and
|
•
|
the failure to complete acquisitions even after signing definitive agreements which, among other things, would result in the expensing of potentially significant professional fees and other charges in the period in which the acquisition or negotiations are terminated.
|
•
|
maintaining and enhancing our relationships with our customers;
|
•
|
the education of potential end-user customers about the benefits of lasers and laser systems; and
|
•
|
our ability to accurately predict and develop our products to meet industry standards.
|
•
|
changes in our current and future global structure based on the Rofin acquisition and restructuring that involved significant movement of U.S. and foreign entities and our ability to maintain favorable tax treatment as a result of various Rofin restructuring efforts and business activities;
|
•
|
change in the assessment of the ability to recognize our deferred tax assets and change in the valuation of our deferred tax liabilities;
|
•
|
the outcome of discussions with various tax authorities regarding intercompany transfer pricing arrangements;
|
•
|
changes that involve other acquisitions or restructuring or an increased investment in technology outside of the United States to better align asset ownership and business functions with revenues and profits;
|
•
|
changes in the composition of earnings in countries or states with differing tax rates;
|
•
|
the resolution of issues arising from tax audits with various tax authorities, and in particular, the outcome of the German tax audits of our tax returns for fiscal years 2011 - 2014 and the U.S. tax audit of our tax return for fiscal year 2013;
|
•
|
adjustments to estimated taxes upon finalization of various tax returns;
|
•
|
increases in expenses not deductible for tax purposes, including impairments of goodwill in connection with acquisitions;
|
•
|
our ability to meet the eligibility requirements for tax holidays of limited time tax-advantage status;
|
•
|
changes in available tax credits;
|
•
|
changes in share-based compensation;
|
•
|
changes in the tax laws or the interpretation of such tax laws, including the Base Erosion Profit Shifting (“BEPS”) project being conducted by the Organization for Economic Co-operation and Development (“OECD”);
|
•
|
changes in generally accepted accounting principles; and
|
•
|
the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.
|
•
|
the ability of our Board of Directors to alter our bylaws without stockholder approval;
|
•
|
limiting the ability of stockholders to call special meetings; and
|
•
|
establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Amendment No. 1 and Waiver to Credit Agreement, dated as of May 8, 2017, by and among Coherent, Inc., Coherent Holding GmbH, the Guarantors party thereto, the Lenders party thereto and Barclays Bank PLC, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 9, 2017).
|
|
|
|
10.2
|
|
Amendment No. 2 to Credit Agreement, dated as of July 5, 2017, by and among Coherent, Inc., Coherent Holding GmbH, the Guarantors party thereto and Barclays Bank PLC as Administrative Agent.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
Coherent, Inc.
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
August 9, 2017
|
/s/:
|
JOHN R. AMBROSEO
|
|
|
|
John R. Ambroseo
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date:
|
August 9, 2017
|
/s/:
|
KEVIN PALATNIK
|
|
|
|
Kevin Palatnik
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit No.
|
|
Description
|
|
|
|
10.1
|
|
Amendment No. 1 and Waiver to Credit Agreement, dated as of May 8, 2017, by and among Coherent, Inc., Coherent Holding GmbH, the Guarantors party thereto, the Lenders party thereto and Barclays Bank PLC, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 9, 2017).
|
|
|
|
10.2
|
|
Amendment No. 2 to Credit Agreement, dated as of July 5, 2017, by and among Coherent, Inc., Coherent Holding GmbH, the Guarantors party thereto and Barclays Bank PLC as Administrative Agent.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
1 Year Coherent Chart |
1 Month Coherent Chart |
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