Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

 

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

 

For the Quarterly Period Ended July 3, 2010

 

or

 

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

 

For the transition period from          to          

 

Commission File Number: 001-33962

 

COHERENT, INC.

 

Delaware

 

94-1622541

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

5100 Patrick Henry Drive, Santa Clara, California 95054
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (408) 764-4000

 


 

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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

 

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. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(do not check if a 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 o  No x

 

The number of shares outstanding of registrant’s common stock, par value $.01 per share, on August 06, 2010 was 24,857,339.

 

 

 



Table of Contents

 

COHERENT, INC.

 

INDEX

 

 

 

 

Page

Part I.

Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations
Three and nine months ended July 3, 2010 and July 4, 2009

 

4

 

 

 

 

 

Condensed Consolidated Balance Sheets
July 3, 2010 and October 3, 2009

 

5

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows
Nine months ended July 3, 2010 and July 4, 2009

 

6

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

7

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

23

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

39

 

 

 

 

Item 4.

Controls and Procedures

 

40

 

 

 

 

Part II.

Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

41

 

 

 

 

Item 1A.

Risk Factors

 

42

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

55

 

 

 

 

Item 6.

Exhibits

 

55

 

 

 

Signatures

 

56

 

2


 


Table of Contents

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This quarterly report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included in or incorporated by reference in this quarterly report, other than statements of historical fact, are forward-looking statements. These statements are generally accompanied by words such as “trend,” “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “rely,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,” “forecast” or the negative of such terms, or other comparable terminology, including without limitation statements made under “Future Trends”, “Our Strategy”, discussions regarding our bookings and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Actual results of Coherent, Inc. (referred to herein as the Company, we, our or Coherent) may differ significantly from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections captioned “Future Trends,” “Risk Factors,” “Key Performance Indicators,” as well as any other cautionary language in this quarterly report. All forward-looking statements included in the document are based on information available to us on the date hereof. We undertake no obligation to update these forward-looking statements as a result of events or circumstances or to reflect the occurrence of unanticipated events or non-occurrence of anticipated events.

 

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Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3, 2010

 

July 4, 2009

 

July 3, 2010

 

July 4, 2009

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

166,697

 

$

98,479

 

$

438,669

 

$

328,289

 

Cost of sales

 

92,350

 

64,865

 

247,677

 

204,679

 

Gross profit

 

74,347

 

33,614

 

190,992

 

123,610

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

18,264

 

15,529

 

53,162

 

45,917

 

Selling, general and administrative

 

31,584

 

29,223

 

90,727

 

80,813

 

Impairment of goodwill

 

 

 

 

19,286

 

Amortization of intangible assets

 

2,041

 

1,907

 

5,958

 

5,744

 

Total operating expenses

 

51,889

 

46,659

 

149,847

 

151,760

 

Income (loss) from operations

 

22,458

 

(13,045

)

41,145

 

(28,150

)

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest and dividend income

 

274

 

210

 

1,712

 

2,343

 

Interest expense

 

(159

)

(57

)

(229

)

(166

)

Other—net

 

(300

)

3,176

 

616

 

(4,678

)

Total other income (expense), net

 

(185

)

3,329

 

2,099

 

(2,501

)

Income (loss) before income taxes

 

22,273

 

(9,716

)

43,244

 

(30,651

)

Provision for (benefit from) income taxes

 

7,869

 

(2,701

)

16,181

 

173

 

Net income (loss)

 

$

14,404

 

$

(7,015

)

$

27,063

 

$

(30,824

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.58

 

$

(0.29

)

$

1.09

 

$

(1.27

)

Diluted

 

$

0.57

 

$

(0.29

)

$

1.08

 

$

(1.27

)

 

 

 

 

 

 

 

 

 

 

Shares used in computation:

 

 

 

 

 

 

 

 

 

Basic

 

25,022

 

24,331

 

24,732

 

24,245

 

Diluted

 

25,438

 

24,331

 

25,037

 

24,245

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands, except par value)

 

 

 

July 3,
2010

 

October 3,
2009

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

210,351

 

$

199,950

 

Restricted cash

 

625

 

 

Short-term investments

 

43,656

 

43,685

 

Accounts receivable—net of allowances of $1,978 and $2,147, respectively

 

98,355

 

74,235

 

Inventories

 

99,409

 

97,767

 

Prepaid expenses and other assets

 

49,634

 

38,969

 

Deferred tax assets

 

20,282

 

28,164

 

Total current assets

 

522,312

 

482,770

 

Property and equipment, net

 

91,488

 

98,792

 

Goodwill

 

67,518

 

66,967

 

Intangible assets, net

 

21,660

 

19,738

 

Other assets

 

82,369

 

85,337

 

Total assets

 

$

785,347

 

$

753,604

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Current portion of long-term obligations

 

$

19

 

$

9

 

Accounts payable

 

31,844

 

21,639

 

Income taxes payable

 

1,631

 

1,953

 

Other current liabilities

 

98,550

 

62,741

 

Total current liabilities

 

132,044

 

86,342

 

Long-term obligations

 

37

 

6

 

Other long-term liabilities

 

82,288

 

91,685

 

Commitments and contingencies (Note 11)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, par value $.01 per share:

 

 

 

 

 

Authorized—500,000 shares

 

 

 

 

 

Outstanding—24,836 shares and 24,455 shares, respectively

 

248

 

244

 

Additional paid-in capital

 

196,450

 

188,918

 

Accumulated other comprehensive income

 

41,077

 

80,269

 

Retained earnings

 

333,203

 

306,140

 

Total stockholders’ equity

 

570,978

 

575,571

 

Total liabilities and stockholders’ equity

 

$

785,347

 

$

753,604

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)

 

 

 

Nine Months Ended

 

 

 

July 3,
2010

 

July 4,
2009

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

27,063

 

$

 

(30,824

)

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

16,707

 

14,368

 

Amortization of intangible assets

 

5,958

 

5,744

 

Deferred income taxes

 

13,922

 

(8,074

)

Loss on disposal of property and equipment

 

451

 

496

 

Stock-based compensation

 

6,083

 

5,666

 

Excess tax benefit from stock-based compensation arrangements

 

(619

)

(10

)

Impairment of goodwill

 

 

19,286

 

Non-cash restructuring and other charges

 

1,280

 

376

 

Other non-cash expense

 

74

 

80

 

Changes in assets and liabilities, net of effect of acquisitions:

 

 

 

 

 

Accounts receivable

 

(25,633

)

21,592

 

Inventories

 

(3,405

)

9,283

 

Prepaid expenses and other assets

 

(19,488

)

(14,133

)

Other assets

 

8

 

7,761

 

Accounts payable

 

8,927

 

(7,959

)

Income taxes payable/receivable

 

565

 

(720

)

Other current liabilities

 

37,181

 

2,838

 

Other long-term liabilities

 

(735

)

(7,222

)

Net cash provided by operating activities

 

68,339

 

18,548

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(10,117

)

(17,723

)

Proceeds from dispositions of property and equipment

 

753

 

1,603

 

Purchases of available-for-sale securities

 

(99,628

)

(85,642

)

Proceeds from sales and maturities of available-for-sale securities

 

97,149

 

50,364

 

Acquisition of businesses

 

(20,745

)

 

Investment in SiOnyx

 

(2,000

)

 

Change in restricted cash

 

(625

)

2,521

 

Net cash used in investing activities

 

(35,213

)

(48,877

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Short-term borrowings

 

 

7

 

Short-term repayments

 

 

(7

)

Repayment of capital lease obligations

 

(14

)

(6

)

Cash overdrafts decrease

 

 

(357

)

Issuance of common stock under employee stock option and purchase plans

 

19,416

 

4,674

 

Repurchase of common stock

 

(16,752

)

 

Net settlement of restricted common stock

 

(1,193

)

1

 

Excess tax benefits from stock-based compensation arrangements

 

619

 

10

 

Net cash provided by financing activities

 

2,076

 

4,322

 

Effect of exchange rate changes on cash and cash equivalents

 

(24,801

)

(5,488

)

Net increase (decrease) in cash and cash equivalents

 

10,401

 

(31,495

)

Cash and cash equivalents, beginning of period

 

199,950

 

213,826

 

Cash and cash equivalents, end of period

 

$

210,351

 

$

 

182,331

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Interest

 

$

206

 

$

 

146

 

Income taxes

 

$

9,263

 

$

 

17,833

 

Cash received during the period for:

 

 

 

 

 

Income taxes

 

$

5,938

 

$

 

8,136

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

Unpaid property and equipment

 

$

784

 

$

 

1,182

 

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

 

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.    BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements and notes thereto should be read in conjunction with the Coherent, Inc. (referred to herein as the “Company,” “we,” “our,” “us” or “Coherent”) consolidated financial statements and notes thereto filed on Form 10-K for the fiscal year ended October 3, 2009. In the opinion of management, all adjustments necessary for a fair presentation of financial condition and results of operation as of and for the periods presented have been made and include only normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year or any other interim periods presented therein. Our fiscal year ends on the Saturday closest to September 30 and our third fiscal quarters include 13 weeks of operations in each fiscal year presented. Fiscal years 2010 and 2009 include 52 and 53 weeks, respectively.

 

2.    RECENT ACCOUNTING STANDARDS

 

Adoption of New Accounting Pronouncements

 

In December 2007 the Financial Accounting Standards Board (“FASB”) revised the authoritative guidance for business combinations. The revised guidance retains the fundamental requirements of the original pronouncement requiring that the purchase method be used for all business combinations, however these rules, (including additional guidance issuance after December 2007), change certain elements of accounting for business combinations such as:

 

·                  The acquisition date is the date that the acquirer achieves control.

·                  Acquisition related costs are recognized separately from the acquisition and recorded as an expense.

·                  Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value if fair value can be reasonably estimated; if fair value cannot be reasonably estimated during the measurement period, the contingent asset or liability is recognized in accordance with the guidance on contingencies.

 

We adopted this guidance for acquisitions completed after October 4, 2009, the beginning of our fiscal year 2010. The impact of adoption will be largely dependent on the size and nature of the business combinations completed after the adoption of this statement.

 

In February 2008, the FASB issued guidance which delayed the effective date regarding fair value measurements and disclosures of nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. We adopted this update for our fiscal year beginning October 4, 2009. The adoption of this standard did not have a material impact on our consolidated financial position, results of operations and cash flows.

 

In 2008, the FASB issued new requirements regarding the determination of the useful lives of intangible assets and accounting for acquired defensive assets. This guidance amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible; an entity needs to consider its own historical experience adjusted for entity specific factors. In the absence of that experience, an entity shall consider the assumptions that market participants would use about renewal or extension options.  Defensive assets should be assigned useful lives based on the period during which the asset would diminish in value.  We adopted this guidance for our fiscal year beginning October 4, 2009 and it is being applied prospectively to intangible assets as we make acquisitions.

 

In January 2010, the FASB issued an accounting standard update amending the disclosure requirements for financial instruments under fair value. New disclosures required include the amount of significant transfers in and out of levels 1 and 2 fair value measurements and the reasons for the transfers. In addition, the reconciliation for level 3 activity will be required on a gross rather than net basis. The update provides additional guidance related to the level of disaggregation in determining classes of assets and liabilities and disclosures about inputs and valuation techniques. The amendments are effective for annual or interim reporting periods beginning after December 15, 2009, except for the requirement to provide the reconciliation for level 3 activity on a gross basis which will be effective for fiscal years beginning after December 15, 2010. We adopted this guidance for our fiscal quarter beginning January 3, 2010 and it did not have an impact on our consolidated financial position, results of operations and cash flows.

 

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Recently Issued Accounting Pronouncements

 

In July 2010, the FASB issued an accounting standard update defining a milestone and determining what criteria must be met to apply the milestone method of revenue recognition for research or development transactions.  The update provides guidance on the criteria which must be met to determine if the milestone method of revenue recognition is appropriate, whether a milestone is substantive and the disclosures that must be made if the method is elected. This standard should be applied on a prospective basis for milestones reached in fiscal years, and interim periods within those years, beginning on or after June 15, 2010, with earlier adoption permitted. If early adoption is elected and the period of adoption is not the beginning of the Company’s fiscal year, the amendments should be applied retrospectively from the beginning of the year of adoption.  We do not expect this update to have a significant impact on our consolidated financial position, results of operations and cash flows.

 

In September 2009, the FASB amended revenue recognition guidance for arrangements with multiple deliverables. This standard modifies the revenue recognition guidance for arrangements that involve the delivery of multiple elements, such as product, software, services or support, to a customer at different times as part of a single revenue generating transaction and provides principles and application guidance to determine whether multiple deliverables exist, how the individual deliverables should be separated and how to allocate the revenue in the arrangement among those separate deliverables. The standard also expands the disclosure requirements for multiple deliverable revenue arrangements. We will adopt this standard on a prospective basis for revenue arrangements entered into or materially modified in our fiscal year beginning October 3, 2010. We do not expect this update to have a significant impact on our consolidated financial position, results of operations and cash flows.

 

3.     BUSINESS COMBINATIONS

 

Beam Dynamics, Inc.

 

On April 29, 2010, we acquired Beam Dynamics, Inc. for $5.9 million in cash as allocated below and $0.3 million in deferred compensation related to an employment contract, which will be recognized in expense as earned. Beam Dynamics manufactures flexible laser cutting tools for the materials processing market. Beam Dynamics has been included in our Commercial Lasers and Components segment.

 

Our preliminary allocation of the purchase price is as follows (in thousands):

 

Tangible assets

 

$

1,132

 

Goodwill

 

3,841

 

Intangible assets:

 

 

 

Existing technology

 

2,130

 

In-process R&D

 

650

 

Customer lists

 

360

 

Trade name

 

140

 

Order backlog

 

30

 

Non-compete agreements

 

10

 

Liabilities assumed

 

(2,371

)

Total

 

$

5,922

 

 

The goodwill recognized from this acquisition resulted primarily from access to anticipated growth in the laser tool market and was included in our Commercial Lasers and Components segment.  None of the goodwill from this purchase is deductible for tax purposes.

 

Goodwill, which represents the excess of the purchase price over the fair value of tangible and identified intangible assets acquired, is not being amortized but will be reviewed annually for impairment, or more frequently if impairment indicators arise, in accordance with authoritative guidance. The identifiable intangible assets are being amortized over their respective useful lives of one to six years.

 

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In-process research and development (“IPR&D”) consists of three development projects that have not yet reached technological feasibility. Acquired IPR&D assets are initially recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. The value assigned to IPR&D was determined by considering the value of the products under development to the overall development plan, estimating the resulting net cash flows from the projects when completed and discounting the net cash flows to their present value. During the development period, these assets will not be amortized as charges to earnings; instead these assets will be subject to periodic impairment testing. Upon successful completion of the development process for the acquired IPR&D projects, the assets would then be considered finite-lived intangible assets and amortization of the assets will commence.

 

We expensed $0.2 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations for the nine months ended July 3, 2010.

 

Results of operations for the business have been included in our consolidated financial statements subsequent to the date of acquisition, and have not been presented on a pro forma basis as the revenue and loss from operations are not material to our consolidated results. Pro forma results of operations in accordance with authoritative guidance for prior periods have not been presented because the effect of the acquisition was not material to our prior period consolidated financial results.

 

As of July 3, 2010, we had $0.6 million remaining in an escrow account that will be applied towards remaining closing costs for the acquisition and payments to the shareholders. The amount is included in current restricted cash on our consolidated balance sheet.

 

StockerYale, Inc.

 

On October 13, 2009, we acquired all the assets and certain liabilities of StockerYale, Inc. (“StockerYale”)’s laser module product line in Montreal and its specialty fiber product line in Salem, New Hampshire for $15.0 million in cash. StockerYale designs, develops and manufactures low power laser modules, light emitting diode (LED) systems and specialty optical fiber products.  These assets and liabilities have been included in our Commercial Lasers and Components segment.

 

Our allocation of the purchase price is as follows (in thousands):

 

Tangible assets

 

$

9,770

 

Goodwill

 

2,580

 

Intangible assets:

 

 

 

Existing technology

 

610

 

Production know-how

 

910

 

Customer lists

 

3,170

 

Non-compete agreements

 

60

 

Order backlog

 

600

 

Liabilities assumed

 

(2,700

)

Total

 

$

15,000

 

 

The goodwill recognized from this acquisition resulted primarily from anticipated increases in market share and synergies of combining these entities and was included in our Commercial Lasers and Components segment.  None of the goodwill from this purchase is deductible for tax purposes.

 

Goodwill, which represents the excess of the purchase price over the fair value of tangible and identified intangible assets acquired, is not being amortized but will be reviewed annually for impairment, or more frequently if impairment indicators arise, in accordance with authoritative guidance. The identifiable intangible assets are being amortized over their respective useful lives of one to seven years.

 

We expensed $0.2 million of acquisition-related costs incurred as selling, general and administrative expenses in our consolidated statements of operations for the nine months ended July 3, 2010.

 

Results of operations for the acquired product lines have been included in our consolidated financial statements subsequent to the date of acquisition, and have not been presented on a pro forma basis as the revenue and income from operations are not material to our consolidated results. Pro forma results of operations in accordance with authoritative guidance for prior periods have not been presented because the effect of the acquisition was not material to our prior period consolidated financial results.

 

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4.     FAIR VALUES

 

Cash Equivalents and Marketable Securities

 

We measure our cash equivalents and marketable securities at fair value. The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets. Level 1 valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 valuations are obtained from quoted market prices in active markets involving similar assets. Level 3 valuations would be based on unobservable inputs to a valuation model and include our own data about assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances. As of and during the three and nine months ended July 3, 2010, we did not have any assets or liabilities valued based on Level 3 valuations and we had no assets or liabilities that transferred in or out of Level 1 or Level 2 valuation.

 

Financial assets and liabilities measured at fair value as of July 3, 2010 are summarized below (in thousands):

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

Significant
Other
Observable
Inputs

 

Total Fair
Value

 

 

 

(Level 1)

 

(Level 2)

 

 

 

 

 

 

 

 

 

 

 

Money market fund deposits (1)

 

$

34,279

 

$

 

$

34,279

 

Certificates of deposit (2)

 

 

100,201

 

100,201

 

U.S. and international government obligations (3)

 

 

89,169

 

89,169

 

Corporate notes and obligations (4)

 

 

9,089

 

9,089

 

Commercial paper (5)

 

 

2,999

 

2,999

 

Foreign currency contracts (6)

 

 

588

 

588

 

Total net assets measured at fair value

 

$

34,279

 

$

202,046

 

$

236,325

 

 


(1)          Included in cash and cash equivalents on the Condensed Consolidated Balance Sheet.

(2)          Includes $90,918 recorded in cash and cash equivalents and $9,283 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(3)          Includes $64,885 recorded in cash and cash equivalents and $24,284 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(4)          Included in short-term investments on the Condensed Consolidated Balance Sheet.

(5)          Includes $1,999 in cash and cash equivalents and $1,000 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(6)          Includes $739 recorded in prepaid expenses and other assets and $151 recorded in other current liabilities on the Condensed Consolidated Balance Sheet.

 

Financial assets and liabilities measured at fair value as of October 3, 2009 are summarized below (in thousands):

 

 

 

Quoted Prices in
Active Markets
for Identical
Assets

 

Significant
Other
Observable
Inputs

 

Total Fair
Value

 

 

 

(Level 1)

 

(Level 2)

 

 

 

 

 

 

 

 

 

 

 

Money market fund deposits (1)

 

$

16,481

 

$

 

$

16,481

 

Certificates of deposit (2)

 

 

143,886

 

143,886

 

U.S. Treasury and agency obligations (3)

 

 

47,770

 

47,770

 

Corporate notes and obligations (4)

 

 

51

 

51

 

Commercial paper (5)

 

 

8,598

 

8,598

 

Foreign currency contracts (6)

 

 

(4

)

(4

)

Total net assets measured at fair value

 

$

16,481

 

$

200,301

 

$

216,782

 

 


(1)          Included in cash and cash equivalents on the Condensed Consolidated Balance Sheet.

(2)          Includes $141,423 recorded in cash and cash equivalents and $2,463 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

 

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Table of Contents

 

(3)          Includes $9,599 recorded in cash and cash equivalents and $38,171 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(4)          Included in short-term investments on the Condensed Consolidated Balance Sheet.

(5)          Includes $5,598 recorded in cash and cash equivalents and $3,000 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(6)          Includes $217 recorded in prepaid expenses and other assets and $221 recorded in other current liabilities on the Condensed Consolidated Balance Sheet.

 

5.     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

 

All derivatives, whether designated in hedging relationships or not, are recorded on the condensed consolidated balance sheet at fair value. We enter into foreign exchange forward contracts to minimize the risks of foreign currency fluctuation of specific assets and liabilities on the balance sheet; these are not designated as hedging instruments.

 

We maintain operations in various countries outside of the United States and have foreign subsidiaries that manufacture and sell our products in various global markets. The majority of our sales are transacted in U.S. dollars. However, we do generate revenues in other currencies, primarily the Euro and the Japanese Yen. As a result, our earnings and cash flows are exposed to fluctuations in foreign currency exchange rates. We attempt to limit these exposures through financial market instruments. We utilize derivative instruments, primarily forward contracts with maturities of two months or less, to manage our exposure associated with anticipated cash flows and net asset and liability positions denominated in foreign currencies. Gains and losses on the forward contracts are mitigated by gains and losses on the underlying instruments. We do not use derivative financial instruments for speculative or trading purposes. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses.

 

For derivative instruments that are not designated as hedging instruments, gains and losses are recognized in other income (expense).

 

The outstanding U.S. Dollar notional amounts of hedge contracts, with maximum maturities of 2 months, are as follows (in thousands):

 

 

 

July 3,
2010

 

October 3,
2009

 

Foreign currency hedge contracts

 

 

 

 

 

Purchase

 

 

 

 

 

Euro

 

$

21,688

 

$

22,784

 

Other currencies

 

6,522

 

415

 

Sell

 

(8,111

)

(7,779

)

Net

 

$

20,099

 

$

15,420

 

 

The fair value of our derivative instruments are included in prepaid expenses and other assets and in other current liabilities in our Condensed Consolidated Balance Sheets; such amounts were not material as of July 3, 2010 and October 3, 2009.

 

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Table of Contents

 

The amounts of non-designated derivative instruments’ gains and losses in the Condensed Consolidated Statements of Operations for the three months and nine months ended July 3, 2010 and July 4, 2009 are as follows (in thousands):

 

 

 

Amount of Gain or (Loss) Recognized in

 

 

 

Income on Derivatives

 

 

 

Three Months Ended
July 3, 2010

 

Nine Months Ended
July 3, 2010

 

Derivatives not designated as hedging instruments

 

 

 

 

 

Foreign exchange contracts

 

$

(1,153

)

$

(2,164

)

 

 

 

Amount of Gain or (Loss) Recognized in

 

 

 

Income on Derivatives

 

 

 

Three Months Ended
July 4, 2009

 

Nine Months Ended
July 4, 2009

 

Derivatives not designated as hedging instruments

 

 

 

 

 

Foreign exchange contracts

 

$

(576

)

$

1,150

 

 

6.              SHORT-TERM INVESTMENTS

 

We consider all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Investments classified as available-for-sale are reported at fair value with unrealized gains and losses, net of related income taxes, recorded as a separate component of other comprehensive income (OCI) in stockholders’ equity until realized. Interest and amortization of premiums and discounts for debt securities are included in interest income. Gains and losses on securities sold are determined based on the specific identification method and are included in other income (expense).

 

Cash, cash equivalents and short-term investments consist of the following (in thousands):

 

 

 

July 3, 2010

 

 

 

Cost Basis

 

Unrealized
Gains

 

Unrealized
Losses

 

Fair Value

 

Cash and cash equivalents

 

$

210,976

 

$

 

$

 

$

210,976

 

Less: restricted cash

 

(625

)

 

 

 

 

(625

)

 

 

$

210,351

 

 

 

 

 

$

210,351

 

Short-term investments:

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

1,000

 

$

 

$

 

$

1,000

 

Certificates of deposit

 

9,283

 

 

(1

)

9,282

 

U.S. and international government obligations

 

24,283

 

3

 

(2

)

24,284

 

Corporate notes and obligations

 

9,075

 

16

 

(1

)

9,090

 

Total short-term investments

 

$

43,641

 

$

19

 

$

(4

)

$

43,656

 

 

 

 

October 3, 2009

 

 

 

Cost Basis

 

Unrealized
Gains

 

Unrealized
Losses

 

Fair Value

 

Cash and cash equivalents

 

$

199,949

 

$

1

 

$

 

$

199,950

 

Short-term investments:

 

 

 

 

 

 

 

 

 

Available-for-sale securities:

 

 

 

 

 

 

 

 

 

Commercial paper

 

$

3,000

 

$

 

$

 

$

3,000

 

Certificates of deposit

 

2,451

 

12

 

 

2,463

 

U.S. Treasury and agency obligations

 

38,152

 

19

 

 

38,171

 

Corporate notes and obligations

 

53

 

 

(2

)

51

 

Total short-term investments

 

$

43,656

 

$

31

 

$

(2

)

$

43,685

 

 

Substantially all of our available-for-sale investments in debt securities as of July 3, 2010 and October 3, 2009 were due in less than one year.

 

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Table of Contents

 

During the three and nine months ended July 3, 2010, we received proceeds totaling $7.1 million and $28.4 million, respectively,  from the sale of available-for-sale securities and realized gross gains of less than $0.1 million and $0.1 million, respectively. During the three and nine months ended July 4, 2009,  we received proceeds totaling $20.5 million and $39.1 million, respectively, from the sale of available-for-sale securities and realized gross gains of less than $0.1 million and $0.1 million, respectively.

 

At July 3, 2010, $0.6 million of cash was restricted for remaining closing costs for the Beam Dynamics acquisition and payments to former shareholders.

 

U.S. Treasury and agency and international government obligations:  The unrealized losses on our investments in U.S. Treasury and agency and international government obligations were caused by interest rate increases. Because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at July 3, 2010.

 

Corporate notes and obligations:  The unrealized losses on our investments in corporate notes and obligations at July 3, 2010 and October 3, 2009 are attributable to change in interest rates and not credit quality.

 

7.    GOODWILL AND INTANGIBLE ASSETS

 

During the three months ended December 27, 2008, our stock price declined substantially, which combined with expectations of declines in forecasted operating results due to the slowdown in the global economy, led the Company to conclude that a triggering event for review for potential goodwill impairment had occurred.  Accordingly, as of December 27, 2008, we performed an interim goodwill impairment evaluation. Goodwill is tested for impairment first by comparing each reporting unit’s fair value to its respective carrying value. If such comparison indicates a potential impairment, then the impairment is determined as the difference between the recorded value of goodwill and its fair value. The performance of this test is a two-step process.

 

Step 1 of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform Step 2 of the goodwill impairment test to determine the amount of impairment loss. Step 2 of the goodwill impairment test involves comparing the fair value of the affected reporting unit’s goodwill against the carrying value of that goodwill.

 

The reporting units we evaluated for goodwill impairment were determined to be the same as our operating segments and included Commercial Lasers and Components (“CLC”) and Specialty Lasers and Systems (“SLS”).  We determined the fair value of our reporting units for the Step 1 test using a weighting of the Income (discounted cash flow), Market and Transaction approach valuation methodologies. Management completed and reviewed the results of the Step 1 analysis and concluded that a Step 2 analysis was required only for the CLC reporting unit. Our preliminary analysis indicated that the entire balance of the goodwill in the CLC reporting unit at that date was impaired and we recorded a non-cash goodwill impairment charge of $19.3 million in the first quarter of fiscal 2009.  During the three months ended April 4, 2009, we completed the Step 2 analysis for the CLC reporting unit at December 27, 2008 and determined that the entire balance of goodwill in the CLC reporting unit at that date was impaired.  The estimated fair value of our SLS reporting unit exceeded its carrying value so no further impairment analysis was required for this reporting unit.

 

During the nine months ended July 3, 2010, we noted no indications of impairment or triggering events to cause us to review goodwill for potential impairment. We will conduct our annual goodwill testing during the fourth fiscal quarter.

 

The changes in the carrying amount of goodwill by segment for the period from October 3, 2009 to July 3, 2010 are as follows (in thousands):

 

 

 

Commercial
Lasers and
Components

 

Specialty
Lasers and
Systems

 

Total

 

Balance as of October 3, 2009

 

$

 

$

66,967

 

$

66,967

 

Additions

 

6,421

 

 

6,421

 

Translation adjustments and other

 

(57

)

(5,813

)

(5,870

)

Balance as of July 3, 2010

 

$

6,364

 

$

61,154

 

$

67,518

 

 

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Table of Contents

 

Components of our amortizable intangible assets are as follows (in thousands):

 

 

 

July 3, 2010

 

October 3, 2009

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net

 

Existing technology

 

$

54,901

 

$

(41,224

)

$

13,677

 

$

54,477

 

$

(39,220

)

$

15,257

 

Patents

 

9,075

 

(8,387

)

688

 

10,440

 

(8,975

)

1,465

 

Order backlog

 

4,997

 

(4,593

)

404

 

5,015

 

(5,002

)

13

 

Customer lists

 

8,624

 

(4,230

)

4,394

 

5,421

 

(3,763

)

1,658

 

Trade name

 

3,498

 

(2,402

)

1,096

 

3,833

 

(2,488

)

1,345

 

Production know-how

 

910

 

(200

)

710

 

 

 

 

Non-compete agreement

 

1,559

 

(1,518

)

41

 

1,590

 

(1,590

)

 

In-process research & development

 

650

 

 

650

 

 

 

 

 

 

 

Total

 

$

84,214

 

$

(62,554

)

$

21,660

 

$

80,776

 

$

(61,038

)

$

19,738

 

 

Amortization expense for intangible assets for the nine months ended July 3, 2010 and July 4, 2009 was $6.0 million and $5.7 million, respectively. At July 3, 2010, estimated amortization expense for the remainder of fiscal 2010, the next five succeeding fiscal years and all fiscal years thereafter are as follows (in thousands):

 

 

 

Estimated
Amortization
Expense

 

2010 (remainder)

 

$

2,189

 

2011

 

7,259

 

2012

 

4,770

 

2013

 

3,070

 

2014

 

2,024

 

2015

 

1,327

 

Thereafter

 

1,021

 

Total

 

$

21,660

 

 

8.     BALANCE SHEET DETAILS

 

Inventories consist of the following (in thousands):

 

 

 

July 3,
2010

 

October 3,
2009

 

Purchased parts and assemblies

 

$

33,239

 

$

30,945

 

Work-in-process

 

34,550

 

30,680

 

Finished goods

 

31,620

 

36,142

 

Total inventories

 

$

99,409

 

$

97,767

 

 

Prepaid expenses and other assets consist of the following (in thousands):

 

 

 

July 3,
2010

 

October 3,
2009

 

Prepaid and refundable income taxes

 

$

14,255

 

$

22,041

 

Prepaid expenses and other

 

35,379

 

16,928

 

Total prepaid expenses and other assets

 

$

49,634

 

$

38,969

 

 

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Table of Contents

 

Other assets consist of the following (in thousands):

 

 

 

July 3,
2010

 

October 3,
2009

 

Assets related to deferred compensation arrangements

 

$

21,503

 

$

21,629

 

Deferred tax assets

 

55,994

 

60,819

 

Other assets

 

4,872

 

2,889

 

Total other assets

 

$

82,369

 

$

85,337

 

 

On June 8, 2010, we invested $2.0 million in SiOnyx, Inc., a privately-held company focused on shallow junction photonics, used to enhance the performance of light sensing devices used in consumer, industrial, medical and defense related applications using black silicon processing. The investment is included in other assets and is being carried on a cost basis.

 

Other current liabilities consist of the following (in thousands):

 

 

 

July 3,
2010

 

October 3,
2009

 

Accrued payroll and benefits

 

$

30,089

 

$

19,967

 

Deferred income

 

14,456

 

14,424

 

Reserve for warranty

 

12,205

 

10,211

 

Accrued expenses and other

 

9,539

 

9,918

 

Other taxes payable

 

23,206

 

4,361

 

Accrued restructuring charges

 

2,752

 

1,652

 

Customer deposits

 

6,303

 

2,208

 

Total other current liabilities

 

$

98,550

 

$

62,741

 

 

On April 16, 2008, we announced that we entered into an agreement to sell certain assets of our Auburn Optics (“Auburn”) manufacturing operation to Research Electro-Optics, Inc. (“REO”), a privately held optics manufacturing and technology company. We also entered into a strategic supply agreement with REO. REO is providing optical manufacturing capabilities for us, including fabrication and coating of optical components. The transition of the optics manufacturing assets from Auburn to REO was completed in fiscal 2009. The transition has resulted in charges primarily for employee terminations, supplier qualification, moving costs for related equipment, and other exit related costs associated with a plan approved by management.

 

During fiscal 2008, we consolidated our German DPSS manufacturing into our Lübeck, Germany site. The transfer was completed in the fourth quarter of fiscal 2008. On October 13, 2008, we announced the consolidation of the remainder of our Munich facility into our Göttingen site. The transfer was completed in our third quarter of fiscal 2009. The consolidation and transfers have resulted in charges primarily for employee terminations, other exit related costs associated with a plan approved by management and a grant repayment liability.

 

During the second quarter of fiscal 2009, we announced our plans to close our facilities in Tampere, Finland and St. Louis, Missouri. The closure of our St. Louis site was completed in the fourth quarter of fiscal 2009.  The closure of our Finland site was scheduled for completion by the end of fiscal 2010, but we decided to delay the closure by one to two quarters due to a significant increase in demand for products manufactured in Finland.  These closure plans have resulted in charges primarily for employee termination and other exit related costs associated with a plan approved by management.

 

Restructuring charges for the third quarter and first nine months of fiscal 2010 and 2009 are recorded in cost of sales, research and development and selling, general and administrative expenses in our condensed consolidated statements of operations.

 

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Table of Contents

 

The following table presents our current liability as accrued on our balance sheet for restructuring charges.  The table sets forth an analysis of the components of the restructuring charges and payments and other deductions made against the accrual for the first nine months of fiscal 2010 and 2009 (in thousands):

 

 

 

Severance
Related

 

Facilities-
related
Charges

 

Other
Restructuring
Costs

 

Total

 

Balance at September 27, 2008

 

$

2,581

 

$

19

 

$

987

 

$

3,587

 

Provisions

 

7,674

 

3,142

 

3,179

 

13,995

 

Payments and other

 

(8,615

)

(2,804

)

(3,428

)

(14,847

)

Balance at July 4, 2009

 

$

1,640

 

$

357

 

$

738

 

$

2,735

 

 

 

 

 

 

 

 

 

 

 

Balance at October 3, 2009

 

$

488

 

$

357

 

$

807

 

$

1,652

 

Provisions

 

1,420

 

17

 

2,335

 

3,772

 

Payments and other

 

(312

)

(309

)

(2,051

)

(2,672

)

Balance at July 3, 2010

 

$

1,596

 

$

65

 

$

1,091

 

$

2,752

 

 

The current year severance related costs are primarily comprised of severance pay, outplacement services, medical and other related benefits for employees being terminated due to the transition of activities out of Montreal, Canada, and Tampere, Finland. The remaining severance related restructuring accrual balance of approximately $1.6 million at July 3, 2010 is expected to result in cash expenditures through the first or second quarter of fiscal 2011. The other restructuring costs are primarily for a grant repayment liability and other exit related costs associated with a plan approved by management.

 

We provide warranties on certain of our product sales and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires us to make estimates of product return rates and expected costs to repair or replace the products under warranty. We currently establish warranty reserves based on historical warranty costs for each product line. The weighted average period covered is approximately 15 months. If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods.

 

Components of the reserve for warranty costs during the first nine months of fiscal 2010 and 2009 were as follows (in thousands):

 

 

 

Nine Months Ended

 

 

 

July 3,
2010

 

July 4,
2009

 

Beginning balance

 

$

10,211

 

$

13,214

 

Additions related to current period sales

 

14,219

 

9,571

 

Warranty costs incurred in the current period

 

(11,919

)

(11,701

)

Accruals resulting from acquisition

 

160

 

 

Adjustments to accruals related to prior period sales

 

(466

)

(269

)

Ending balance

 

$

12,205

 

$

10,815

 

 

Other long-term liabilities consist of the following (in thousands):

 

 

 

July 3,
2010

 

October 3,
2009

 

Long-term taxes payable

 

$

46,443

 

$

51,483

 

Deferred compensation

 

21,854

 

22,723

 

Deferred tax liabilities

 

6,254

 

9,651

 

Deferred income

 

1,731

 

2,109

 

Asset retirement obligations liability

 

1,332

 

1,342

 

Other long-term liabilities

 

4,674

 

4,377

 

Total other long-term liabilities

 

$

82,288

 

$

91,685

 

 

9.     SHORT-TERM BORROWINGS

 

We have several lines of credit which allow us to borrow in the applicable local currency. We have a total of $15.1 million of foreign lines of credit as of July 3, 2010.  At July 3, 2010, we had used $1.9 million of these available foreign lines of credit. These credit facilities were used in Europe during the third fiscal quarter of 2010 as guarantees.  In addition, our domestic line of credit includes a $40 million unsecured revolving credit account with Union Bank of California. The agreement will expire on March 31, 2012 and is subject to covenants related to financial ratios and tangible net worth with which we are currently in compliance.  No amounts have been drawn upon our domestic line of credit as of July 3, 2010.

 

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Table of Contents

 

10.  STOCK-BASED COMPENSATION

 

Fair Value of Stock Compensation

 

We recognize compensation expense for all share based payment awards based on the fair value of such awards. The expense is recognized on a straight-line basis over the respective requisite service period of the awards.

 

Determining Fair Value

 

The fair values of our stock options granted to employees and shares purchased under the Employee Stock Purchase Plan (“ESPP”) for the three and nine months ended July 3, 2010 and July 4, 2009 were estimated using the following weighted-average assumptions:

 

 

 

Employee Stock Option Plans

 

Employee Stock Purchase Plan

 

 

 

Three Months Ended

 

Nine Months Ended

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3,
2010

 

July 4,
2009

 

July 3,
2010

 

July 4,
2009

 

July 3,
2010

 

July 4,
2009

 

July 3,
2010

 

July 4,
2009

 

Expected life in years

 

4.5

 

5.6

 

4.6

 

4.2

 

0.5

 

0.5

 

0.5

 

0.5

 

Expected volatility

 

35.2

%

48.0

%

33.0

%

48.0

%

30.9

%

55.9

%

34.2

%

46.7

%

Risk-free interest rate

 

2.0

%

2.7

%

2.0

%

2.0

%

0.2

%

0.5

%

0.2

%

1.0

%

Expected dividends

 

 

 

 

 

 

 

 

 

Weighted average fair value per share

 

$

11.41

 

$

9.43

 

$

8.27

 

$

8.95

 

$

8.09

 

$

6.22

 

$

6.63

 

$

6.72

 

 

Stock Compensation Expense

 

The following table shows total stock-based compensation expense and related tax benefits included in the Condensed Consolidated Statements of Operations for the three and nine months ended July 3, 2010 and July 4, 2009 (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3, 2010

 

July 4, 2009

 

July 3, 2010

 

July 4, 2009

 

Cost of sales

 

$

233

 

$

200

 

$

708

 

$

660

 

Research and development

 

309

 

249

 

862

 

683

 

Selling, general and administrative

 

1,650

 

1,039

 

4,834

 

4,260

 

Income tax benefit

 

(602

)

(120

)

(1,422

)

(1,110

)

 

 

$

1,590

 

$

1,368

 

$

4,982

 

$

4,493

 

 

During the three and nine months ended July 3, 2010, $0.2 million and $0.7 million was capitalized into inventory for all stock plans, $0.2 million and $0.7 million was amortized to cost of sales and $0.3 million remained in inventory at July 3, 2010. During the three and nine months ended July 4, 2009, $0.2 million and $0.6 million, respectively, for all stock plans was capitalized into inventory, $0.2 million and $0.7 million, respectively, was amortized to cost of sales and $0.3 million remained in inventory at July 4, 2009.  Management has made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.

 

At July 3, 2010, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock option plans but not yet recognized was approximately $12.0 million, net of estimated forfeitures of $1.6 million. This cost will be amortized on a straight-line basis over a weighted-average period of approximately 1.4 years and will be adjusted for subsequent changes in estimated forfeitures.

 

At July 3, 2010, total compensation cost related to options to purchase common shares under the ESPP but not yet vested was approximately $0.4 million, which will be recognized over the offering period.

 

The cash flows resulting from excess tax benefits (tax benefits related to the excess of tax deduction resulting from an employee’s exercises of stock options over the stock-based compensation cost recognized for those options) are classified as financing cash flows. During the first nine months of fiscal 2010 and fiscal 2009, we recorded an immaterial amount of excess tax benefits as cash flows from financing activities.

 

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Stock Options & Awards Activity

 

The following is a summary of option activity for our Stock Plans (in thousands, except per share amounts and weighted average remaining contractual term in years):

 

 

 

Number of
Shares

 

Weighted
Average
Exercise Price
Per Share

 

Weighted
Average
Remaining
Contractual
Term in Years

 

Aggregate
Intrinsic Value

 

Outstanding at October 4, 2009

 

2,494

 

$

29.44

 

 

 

 

 

Granted

 

476

 

26.59

 

 

 

 

 

Exercised

 

(568

)

26.71

 

 

 

 

 

Forfeitures

 

(34

)

24.62

 

 

 

 

 

Expirations

 

(35

)

31.95

 

 

 

 

 

Outstanding at July 3, 2010

 

2,333

 

$

29.56

 

3.9

 

$

9,442

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest at July 3, 2010

 

2,293

 

$

29.63

 

3.8

 

$

9,133

 

 

 

 

 

 

 

 

 

 

 

Exercisable at July 3, 2010

 

1,553

 

$

31.83

 

2.8

 

$

2,914

 

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the quoted price of our common stock at the end of the reporting period.  There were approximately 1.9 million outstanding options that were in-the-money as of July 3, 2010.  The aggregate intrinsic value of options exercised under the Company’s stock plans for the three and nine months ended July 3, 2010 were $0.8 million and $2.9 million, respectively, determined as of the date of option exercise. There were no options exercised during the third fiscal quarter of 2009. During the nine months ended July 4, 2009, the aggregate intrinsic value of options exercised under the Company’s stock plans was $0.1 million, determined as of the date of option exercise.

 

The following table summarizes our restricted stock award and restricted stock unit activity for the first nine months of fiscal 2010 (in thousands, except per share amounts):

 

 

 

Number of
Shares

 

Weighted
Average
Grant Date Fair
Value per Share

 

Nonvested stock at October 3, 2009

 

357

 

$

25.66

 

Granted

 

245

 

26.73

 

Vested

 

(102

)

25.90

 

Forfeited

 

(16

)

23.70

 

Nonvested stock at July 3, 2010

 

484

 

$

26.21

 

 

11.      COMMITMENTS AND CONTINGENCIES

 

We are subject to legal claims and litigation arising in the ordinary course of business, such as product liability, employment or intellectual property claims, including, but not limited to, the matters described below. The outcome of any such matters is currently not determinable. Although we do not expect that such legal claims and litigation will ultimately have a material adverse effect on our consolidated financial position or results of operations, an adverse result in one or more matters could negatively affect our results in the period in which they occur.

 

Derivative Lawsuit—Between February 15, 2007 and March 2, 2007, three purported shareholder derivative lawsuits were filed in the United States District Court for the Northern District of California against certain of the Company’s current and former officers and directors. The Company was named as a nominal defendant. The complaints generally alleged that the defendants breached their fiduciary duties and violated the securities laws in connection with the granting of stock options, the accounting treatment for such grants, the issuance of allegedly misleading public statements and stock sales by certain of the individual defendants. On May 30, 2007, these lawsuits were consolidated under the caption In re Coherent, Inc. Shareholder Derivative Litigation, Lead Case No. C-07-0955-JF (N.D. Cal.). On June 25, 2007, plaintiffs filed an amended consolidated complaint. The Company’s Board of Directors appointed a Special Litigation Committee (“SLC”) comprised of independent director Sandeep Vij to investigate and evaluate the claims asserted in the derivative litigation and to determine what action(s) should be taken with respect to the derivative litigation. On September 8, 2009, Coherent, Inc., by and through the SLC, plaintiffs, and certain of Coherent’s former and current officers and directors filed with the court a Stipulation of Settlement reflecting the terms of a settlement that would resolve all claims alleged in the consolidated complaint.

 

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On September 14, 2009, the United States District Court for the Northern District of California issued an order granting preliminary approval of the settlement of the three purported shareholder derivative lawsuits. On November 20, 2009, the court held a hearing for final approval of the settlement, and on November 24, 2009, the court entered an Order and Final Judgment, which approved the settlement and dismissed the action with prejudice. Following receipt of insurance proceeds and the payment of the plaintiff attorneys’ fees and expenses, we received a net cash benefit of $2.2 million from the settlement on December 11, 2009, which has been recorded in selling general and administrative expenses in the Condensed Consolidated Statement of Operations for the first quarter of fiscal 2010.

 

Income Tax Audits—The Internal Revenue Service (“IRS”) has reviewed and accepted the examination report for the audits of our 2003 and 2004 U.S. federal tax returns and this matter is now closed.  We had previously agreed to various adjustments proposed by the IRS in its Notices of Proposed Adjustments (“NOPAs”) to these returns and there were no additional adjustments prior to the IRS concluding the audits and accepting the examination report.  The IRS has indicated that it may consider an audit of our 2005 and 2006 tax returns.  The IRS is also auditing the research and development credits generated in the years 1999 through 2001 and carried forward to future tax years. We received a NOPA from the IRS in October 2008 to decrease the amount of research and development credits generated in years 2000 and 2001.  We responded to this NOPA and we are disputing the adjustment with the IRS through the appeals process available to us.

 

In the current quarter, the German tax authorities have concluded the audit of our subsidiary in Gottingen for the tax years 1999 through 2001.  As a result of the audit settlement, there is a release of income tax reserves under ASC 740, “Income Taxes,” (formerly FIN 48) net of the tax audit assessment and the amount was not material.  The German tax authorities are still conducting an audit of this subsidiary for the tax years 2002 through 2005.

 

Management believes that it has adequately provided for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. Should any issues addressed in our tax audits be resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, we do not believe it is reasonably possible that our unrecognized tax benefits would materially change.

 

12.       ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The components of comprehensive income (loss), net of income taxes, are as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3,

 

July 4,

 

July 3,

 

July 4,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

14,404

 

$

(7,015

)

$

27,063

 

$

(30,824

)

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Translation adjustment

 

(18,907

)

13,858

 

(39,190

)

(6,740

)

Net gain (loss) on derivative instruments, net of taxes

 

1

 

2

 

(8

)

6

 

Changes in unrealized gains on available-for-sale securities, net of taxes

 

7

 

 

6

 

4

 

Other comprehensive income (loss), net of tax

 

(18,899

)

13,860

 

(39,192

)

(6,730

)

Comprehensive income (loss)

 

$

(4,495

)

$

6,845

 

$

(12,129

)

$

(37,554

)

 

The following summarizes activity in accumulated other comprehensive loss related to derivatives, net of income taxes, held by us (in thousands):

 

Balance, September 27, 2008

 

$

(93

)

Changes in fair value of derivatives

 

 

Net losses reclassified from OCI

 

6

 

Balance, July 4, 2009

 

$

(87

)

 

 

 

 

Balance, October 3, 2009

 

$

(85

)

Changes in fair value of derivatives

 

 

Net losses reclassified from OCI

 

6

 

Balance, July 3, 2010

 

$

(79

)

 

Accumulated other comprehensive income (net of tax) at July 3, 2010 is comprised of accumulated translation adjustments of $41.2 million and a net loss on derivative instruments of $0.1 million. Accumulated other comprehensive income (net of tax) at October 3, 2009 is comprised of accumulated translation adjustments of $80.3 million and net loss on derivative instruments of $0.1 million.

 

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13.  EARNINGS PER SHARE

 

Basic earnings per share is computed based on the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed based on the weighted average number of shares outstanding during the period increased by the effect of dilutive employee stock awards, including stock options, restricted stock awards and stock purchase plan contracts, using the treasury stock method.

 

The following table presents information necessary to calculate basic and diluted earnings (loss) per share (in thousands, except per share data):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3,

 

July 4,

 

July 3,

 

July 4,

 

 

 

2010

 

2009

 

2010

 

2009

 

Weighted average shares outstanding —basic (1)

 

25,022

 

24,331

 

24,732

 

24,245

 

Dilutive effect of employee stock awards

 

416

 

 

305

 

 

Weighted average shares outstanding—diluted

 

25,438

 

24,331

 

25,037

 

24,245

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

14,404

 

$

(7,015

)

$

27,063

 

$

(30,824

)

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic share

 

$

0.58

 

$

(0.29

)

$

1.09

 

$

(1.27

)

Net income (loss) per diluted share

 

$

0.57

 

$

(0.29

)

$

1.08

 

$

(1.27

)

 


(1)   Net of restricted stock

 

A total of 299,925 and 1,710,047 potentially dilutive securities have been excluded from the dilutive share calculation for the three and nine months ended July 3, 2010, respectively, as their effect was anti-dilutive. As the Company incurred a net loss for the third quarter and first nine months of fiscal 2009, all potentially dilutive securities from stock options, employee stock purchase plan and restricted stock awards have been excluded from the diluted net loss per share computation as their effects were deemed anti-dilutive.

 

14.  OTHER INCOME (EXPENSE)

 

Other income (expense) is as follows (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3,
2010

 

July 4,
2009

 

July 3,
2010

 

July 4,
2009

 

Interest and dividend income

 

$

274

 

$

210

 

$

1,712

 

$

2,343

 

Interest expense

 

(159

)

(57

)

(229

)

(166

)

Foreign exchange gain (loss)

 

(107

)

503

 

(383

)

(801

)

Gain (loss) on investments, net

 

(341

)

2,259

 

819

 

(5,761

)

Other—net

 

148

 

414

 

180

 

1,884

 

Other income (expense), net

 

$

(185

)

$

3,329

 

$

2,099

 

$

(2,501

)

 

15.  STOCK REPURCHASES

 

On April 29, 2010, we announced that the Board of Directors had authorized the repurchase of up to $50 million of our common stock.  During the quarter ended July 3, 2010, we repurchased and retired 476,910 shares of outstanding common stock at an average price of $35.10 per share for a total of $16.7 million, excluding expenses.  Such repurchases were accounted for as a reduction in additional paid in capital. At July 3, 2010, $33.3 million of shares remain authorized for repurchase under our current stock repurchase program. The timing and size of any purchases will be subject to market conditions. The program is authorized for 12 months.

 

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16.  INCOME TAXES

 

Income tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to us and our subsidiaries, adjusted for items which are considered discrete to the period. Our estimated effective tax rate for the three months and nine months ended July 3, 2010 was 35.3% and 37.4%, respectively.  Our effective tax rates for the three months and nine months ended July 3, 2010 were both higher than the statutory rate of 35% primarily due to permanent differences related to deemed dividend inclusions under the Subpart F tax rules, adjustments related to remitted foreign earnings and losses of a foreign subsidiary for which no tax benefit may be available.  These amounts are partially offset by the benefit of foreign tax credits, a release of income tax reserves under ASC 740 net of tax audit assessments, income subject to foreign tax rates that are lower than U.S. tax rates, an unrealized gain on life insurance policy investments related to our deferred compensation plan and research and development credits.

 

Determining the consolidated provision for income taxes, income tax liabilities and deferred tax assets and liabilities involves judgment. We calculate and provide for income taxes in each of the tax jurisdictions in which we operate, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.

 

As of July 3, 2010, the total amount of gross unrecognized tax benefits was $53.3 million, of which $31.1 million, if recognized, would affect our effective tax rate. Our total gross unrecognized tax benefits were classified as other long-term liabilities in the condensed consolidated balance sheets.

 

Our policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of July 3, 2010, the total amount of gross interest and penalties accrued was $6.6 million, which is classified as other long-term liabilities in the condensed consolidated balance sheets.

 

We are subject to taxation and file income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. For U.S. federal income tax purposes, all years prior to 1999 are closed. The IRS has reviewed and accepted the examination report for the audits of our 2003 and 2004 U.S. federal tax returns and this matter is now closed.  There were no additional adjustments other than those previously agreed to within NOPAs associated with those returns.  The statute remains open for these years as there are attributes being carried forward from these years to future years.  The IRS is auditing the research and development credits generated in the years 1999 through 2001 and carried forward to future years.  We responded to a NOPA issued by the IRS in October 2008 to decrease the amount of research and development credits generated in 2000 and 2001 and we are disputing the proposed adjustment with the IRS through the appeals process available to us.  The IRS has also indicated that it may consider an audit of our 2005 and 2006 tax returns. In our major state jurisdiction and our major foreign jurisdiction, the years subsequent to 1998 and 2001, respectively, remain open and could be subject to examination by the taxing authorities.

 

Management believes that it has adequately provided for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. Should any issues addressed in our tax audits be resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of audits is highly uncertain, we do not believe it is reasonably possible that our unrecognized tax benefits would materially change. Within the next 12 months, we anticipate a lapse in the statute of limitations which could result in a release of interest expense accrued under ASC 740and this amount is not material.

 

The “Worker, Homeownership and Business Assistance Act of 2009” was enacted on November 6, 2009.  Under the Act, businesses with net operating losses for 2008 and 2009 may carry back those losses for up to five years.  The Company has carried back losses incurred in fiscal 2009 in accordance with this new legislation and this tax law change has minimal financial statement impact.

 

Deferred Income Taxes

 

As of July 3, 2010, our condensed consolidated balance sheet included net deferred tax assets, before valuation allowance, of approximately $75.5 million, which consists of tax credit carryovers, deferred gain on subsidiary stock issuance, accruals and reserves, competent authority offset to transfer pricing tax reserve, employee stock-based compensation expenses, depreciation and amortization, and certain other liabilities. Management periodically evaluates the realizability of our net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is solely dependent on our ability to generate sufficient future taxable income in the applicable jurisdictions during periods prior to the expiration of tax statutes to fully utilize these assets.  After evaluating all available evidence, we have determined that it is “more likely than not” that a portion of the deferred tax assets would not be realized and we have a total valuation allowance of $6.8 million reported as of July 3, 2010.  We intend to maintain the valuation allowance until sufficient positive evidence exists to support reversal of the valuation allowance.

 

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17.  SEGMENT INFORMATION

 

We are organized into two reportable operating segments: Commercial Lasers and Components (“CLC”) and Specialty Lasers and Systems (“SLS”). This segmentation reflects the go-to-market strategies for various products and markets.  While both segments work to deliver cost-effective solutions, CLC focuses on higher volume products that are offered in set configurations. The product architectures are designed for easy exchange at the point of use such that product service and repairs are generally based upon advanced replacement and depot (i.e., factory) repair. CLC’s primary markets include OEM components and instrumentation and materials processing. SLS develops and manufactures configurable, advanced-performance products largely serving the microelectronics and scientific research markets. The size and complexity of many of the SLS products generally require service to be performed at the customer site by factory-trained field service engineers.

 

We have identified CLC and SLS as operating segments for which discrete financial information is available. Both units have engineering, marketing, product business management and product line management. A small portion of our outside revenue is attributable to projects and recently developed products for which a segment has not yet been determined. The associated direct and indirect costs are presented in the category of Corporate and other, along with other corporate costs as described below.

 

Our Chief Executive Officer has been identified as the chief operating decision maker (CODM) as he assesses the performance of the segments and decides how to allocate resources to the segments. Income (loss) from operations is the measure of profit and loss that our CODM uses to assess performance and make decisions. Assets by segment are not a measure used to assess the performance of the company by the CODM; therefore we do not report assets by segment internally or in our disclosures. Income (loss) from operations represents the net sales less the cost of sales and direct operating expenses incurred within the operating segments as well as allocated expenses such as shared sales and manufacturing costs. We do not allocate to our operating segments certain operating expenses which we manage separately at the corporate level. These unallocated costs include stock-based compensation and corporate functions (certain research and development, management, finance, legal and human resources) and are included in the results below under Corporate and other in the reconciliation of operating results. Management does not consider unallocated Corporate and other costs in its measurement of segment performance.

 

The following table provides net sales and income (loss) from operations for our operating segments (in thousands):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

July 3,

 

July 4,

 

July 3,

 

July 4,

 

 

 

2010

 

2009

 

2010

 

2009

 

Net sales:

 

 

 

 

 

 

 

 

 

Commercial Lasers and Components

 

$

58,261

 

$

28,061

 

$

146,856

 

$

96,269

 

Specialty Laser Systems

 

108,411

 

70,393

 

291,738

 

231,945

 

Corporate and other

 

25

 

25

 

75

 

75

 

Total net sales

 

$

166,697

 

$

98,479

 

$

438,669

 

$

328,289

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

Commercial Lasers and Components

 

$

3,667

 

$

(7,495

)

$

368

 

$

(38,771

)

Specialty Laser Systems

 

26,802

 

2,961

 

63,468

 

24,586

 

Corporate and other

 

(8,011

)

(8,511

)

(22,691

)

(13,965

)

Total income (loss) from operations

 

$

22,458

 

$

(13,045

)

$

41,145

 

$

(28,150

)

 

18.  SUBSEQUENT EVENTS

 

On July 21, 2010 we completed the sale of our facility in Tampere, Finland and entered into an agreement to lease back the facility while we complete building adequate buffer stock for the transition of operations from that facility to our facility in Sunnyvale, California. We expect to recognize a loss of approximately $3.5 to $4.0 million on the sale in the fourth fiscal quarter.

 

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Table of Contents

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

COMPANY OVERVIEW

 

BUSINESS BACKGROUND

 

We are one of the world’s leading suppliers of photonics based solutions in a broad range of commercial and scientific research applications. We design, manufacture, service and market lasers and related accessories for a diverse group of customers. Since inception in 1966, we have grown through internal expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes and product offerings.

 

We are organized into two operating segments: Commercial Lasers and Components (“CLC”) and Specialty Lasers and Systems (“SLS”). This segmentation reflects the go-to-market strategies for various products and markets. While both segments deliver cost-effective photonics solutions, CLC focuses on higher volume products that are offered in set configurations. The product architectures are designed for easy exchange at the point of use such that substantially all product service and repairs are based upon advanced replacement and depot (i.e., factory) repair. CLC’s primary markets include materials processing and original equipment manufacturer (“OEM”) components and instrumentation. SLS develops and manufactures configurable, advanced performance products largely serving the microelectronics, OEM components and instrumentation and scientific research and government programs markets. The size and complexity of many of the SLS products require service to be performed at the customer site by factory trained field service engineers.

 

Income (loss) from operations is the measure of profit and loss that our chief operating decision maker (“CODM”) uses to assess performance and make decisions. Income (loss) from operations represents the sales less the cost of sales and direct operating expenses incurred within the operating segments as well as allocated expenses such as shared sales and manufacturing costs. We do not allocate to our operating segments certain operating expenses, which we manage separately at the corporate level. These unallocated costs include stock-based compensation and corporate functions (certain advanced research and development, management, finance, legal and human resources) and are included in Corporate and other. Management does not consider unallocated Corporate and other costs in its measurement of segment performance.

 

MARKET APPLICATIONS

 

Our products address a broad range of applications that we group into the following markets: Microelectronics, Scientific Research and Government Programs, OEM Components and Instrumentation and Materials Processing.

 

OUR STRATEGY

 

We strive to develop innovative and proprietary products and solutions that meet the needs of our customers and that are based on our core expertise in lasers and optical technologies. In pursuit of our strategy, we intend to:

 

·      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 expand into new markets, such as laser-based processing development tools for solar manufacturing and high power materials processing solutions.

 

·      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.

 

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·      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 expressed as a percentage of net sales—We define adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, stock compensation expenses and certain other non-operating income and expense items. Key initiatives to reach our goals for EBITDA improvements include our program of consolidating manufacturing locations, rationalizing our supply chain and selective outsourcing of certain manufacturing operations.

 

APPLICATION OF CRITICAL ACCOUNTING POLICIES

 

Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and often involve complex estimation: revenue recognition, accounting for long-lived assets (including goodwill and intangible assets), inventory valuation, warranty reserves, stock-based compensation and accounting for income taxes.

 

Revenue Recognition

 

We recognize revenue when all four revenue recognition criteria have been met: persuasive evidence of an arrangement exists, the product has been delivered or the service has been rendered, the price is fixed or determinable and collection is probable. Revenue from product sales is recorded when all of the foregoing conditions are met and risk of loss and title passes to the customer. Our products typically include a warranty and the estimated cost of product warranty claims (based on historical experience) is recorded at the time the sale is recognized. Sales to customers are generally not subject to any price protection or return rights.

 

The vast majority of our sales are made to OEMs, distributors, resellers and end-users in the non-scientific market. Sales made to these customers do not require installation of the products by us and are not subject to other post-delivery obligations, except in occasional instances where we have agreed to perform installation or provide training. In those instances, we defer revenue related to installation services or training until these services have been rendered. We allocate revenue from multiple element arrangements to the various elements based upon relative fair values.

 

Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. Failure to obtain anticipated orders due to delays or cancellations of orders could have a material adverse effect on our revenue. In addition, pressures from customers to reduce our prices or to modify our existing sales terms may have a material adverse effect on our revenue in future periods.

 

Our sales to distributors, resellers and end-user customers typically do not have customer acceptance provisions and only certain of our sales to OEM customers have customer acceptance provisions. Customer acceptance is generally limited to performance under our published product specifications. For the few product sales that have customer acceptance provisions because of higher than published specifications, (1) the products are tested and accepted by the customer at our site or by the customer’s acceptance of the results of our testing program prior to shipment to the customer, or (2) the revenue is deferred until customer acceptance occurs.

 

Sales to end-users in the scientific market typically require installation and, thus, involve post-delivery obligations; however our post-delivery installation obligations are not essential to the functionality of our products. We defer revenue related to installation services until completion of these services.

 

For most products, training is not provided; therefore, no post-delivery training obligation exists. However, when training is provided to our customers, it is typically priced separately and recognized as revenue after these services have been provided.

 

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Long-Lived Assets and Goodwill

 

We evaluate long-lived assets and amortizable intangible assets whenever events or changes in business circumstances or our planned use of assets indicate that their carrying amounts may not be fully recoverable or that their useful lives are no longer appropriate. Reviews are performed to determine whether the carrying values of assets are impaired based on comparison to the undiscounted expected future cash flows identifiable to such long-lived and amortizable intangible assets. If the comparison indicates that impairment exists, the impaired asset is written down to its fair value.

 

We have determined that our reporting units are the same as our operating segments as each constitutes a business for which discrete financial information is available and for which segment management regularly reviews the operating results.  We make this determination in a manner consistent with how the operating segments are managed.  Based on this analysis, we have identified two reporting units which are our reportable segments: CLC and SLS.

 

Goodwill is tested for impairment on an annual basis and between annual tests in certain circumstances, and written down when impaired (see Note 7 in the Notes to Condensed Consolidated Financial Statements). We perform our annual impairment tests during the fourth quarter of each fiscal year using the opening balance sheet as of the first day of the fourth quarter, with any resulting impairment recorded in the fourth quarter of the fiscal year.

 

During the first quarter of fiscal 2009, our stock price declined substantially which, combined with expectations of declines in forecasted operating results due to the slowdown in the global economy, led the Company to conclude that a triggering event for review for potential goodwill impairment had occurred. Accordingly, as of December 27, 2008, we performed an interim goodwill impairment evaluation. Goodwill is tested for impairment by comparing the respective fair value with the respective carrying value of the reporting unit. If such comparison indicates a potential impairment, then the impairment is determined as the difference between the recorded value of goodwill and its fair value. The performance of this test is a two-step process.

 

Step 1 of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform Step 2 of the goodwill impairment test to determine the amount of impairment loss. Step 2 of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill against the carrying value of that goodwill.

 

We rely on the following three valuation approaches to determine the fair value of both of our reporting units.  (1) The Income approach utilizes the discounted cash flow model to provide an estimation of fair value based on the cash flows that a business expects to generate. These cash flows are based on forecasts developed internally by management which are then discounted at an after tax rate of return required by equity and debt market participants of a business enterprise.  This rate of return or cost of capital is weighted based on the capitalization of comparable companies.  (2) The Market approach determines fair value by comparing the reporting units to comparable companies in similar lines of business that are publicly traded.  Total Enterprise Value (TEV) multiples such as TEV to revenues and TEV to earnings (if applicable) before interest and taxes of the publicly traded companies are calculated.  These multiples are then applied to the reporting unit’s operating results to obtain an estimate of fair value.  (3) The Transaction approach estimates the fair value of the reporting unit based on market prices in actual transactions.  A comparison is done between the reporting units and other similar businesses. TEV multiples for revenue and earnings as noted in the Market approach above are calculated from the comparable companies and then applied to the reporting unit’s operating results to obtain an estimate of fair value.  Each of these three approaches captures aspects of value in each reporting unit.  The Income approach captures our expected future performance, the Market approach captures how investors view the reporting units through other competitors; and, the Transaction approach captures value through transactions for sales of similar types of companies. We believe these valuation approaches are proven valuation techniques and methodologies for our industry and are widely accepted by investors.

 

We weighted each of these approaches equally as none are perceived by us to deliver any greater indication of value than the other. The sensitivity analysis performed by management determined that by changing the weighting placed on the three approaches, the result of the Step 1 test for both reporting units was not affected.

 

The valuation analysis requires significant judgments and estimates to be made by management in particular related to the forecast.  The assumed growth rates and gross margins as well as period expenses were determined based on internally developed forecasts considering our future plans.  The assumptions used were management’s best estimates based on projected results and market conditions as of the date of testing. In order to test the sensitivity of these fair values, management further reviewed other scenarios relative to these assumptions to see if the resulting impact on fair values would have resulted in a different Step 1 conclusion for the CLC and SLS reporting units.

 

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Based on these forecast scenarios, the fair value of both reporting units was re-calculated. In addition, this sensitivity analysis applied more conservative assumptions with regard to control premiums as well as multipliers used in the Market approach and the Transaction approach.  In each of the sensitivity analyses performed, the CLC reporting unit failed and the SLS reporting unit passed. None of the outcomes of the sensitivity analyses performed would have impacted our Step 1 conclusions or the non-cash impairment charge for goodwill of $19.3 million recorded in the first quarter of fiscal 2009.

 

Sensitivity was also applied to the discount rate used in the Income approach for both the CLC and SLS reporting units.  At December 27, 2008, the discount rate for the CLC reporting unit could have been reduced by more than 40% and still resulted in a failure.  For the SLS reporting unit, the discount rate could have been increased by more than 40% and still resulted in no impairment.

 

During the second quarter of fiscal 2009, our expectations of declines in forecasted operating results due to the slowdown in the global economy and the further declines in our stock price led us to conclude that a triggering event for review for potential goodwill impairment had occurred.  Accordingly, as of April 4, 2009, we performed an interim goodwill impairment evaluation.  This interim impairment evaluation utilized the same valuation techniques used in our impairment valuation in the first quarter of fiscal 2009.  A similar sensitivity analysis was also done at April 4, 2009 where we determined that the discount rate used in the Income approach for the SLS reporting unit could have been increased by approximately 20% and still resulted in no impairment. Based on the results of our Step 1 analysis, we determined that no additional goodwill impairment was indicated.

 

During the nine months ended July 3, 2010, we noted no indications of impairment or triggering events to cause us to review goodwill for potential impairment.

 

At July 3, 2010, we had $67.5 million of goodwill, $91.5 million of property and equipment and $21.7 million of purchased intangible assets on our condensed consolidated balance sheet.

 

It is reasonably possible that the estimates of anticipated future net revenue, the remaining estimated economic life of the products and technologies, or both, could differ from those used to assess the recoverability of these assets. In addition, if the price of our common stock were to significantly decrease combined with any other adverse change in market conditions, thus indicating that the underlying fair value of our reporting units or other long-lived assets may have decreased, we may be required to assess the recoverability of such assets in the period such circumstances are identified. In that event, additional impairment charges or shortened useful lives of certain long-lived assets may be required.

 

Inventory Valuation

 

We record our inventory at the lower of cost (computed on a first-in, first-out basis) or market. We write-down our inventory to its estimated market value based on assumptions about future demand and market conditions. Inventory write-downs are generally recorded within guidelines set by management when the inventory for a device exceeds 12 months of its demand and when individual parts have been in inventory for greater than 12 months. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required which could materially affect our future results of operations. Due to rapidly changing forecasts and orders, additional write-downs for excess or obsolete inventory, while not currently expected, could be required in the future. In the event that alternative future uses of fully written down inventories are identified, we may experience better than normal profit margins when such inventory is sold. Differences between actual results and previous estimates of excess and obsolete inventory could materially affect our future results of operations. We write-down our demonstration inventory by amortizing the cost of demonstration inventory over a twenty month period starting from the fourth month after such inventory is placed in service.

 

Warranty Reserves

 

We provide warranties on certain of our product sales and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires us to make estimates of product return rates and expected costs to repair or replace the products under warranty. We currently establish warranty reserves based on historical warranty costs for each product line. The weighted average warranty period covered is approximately 15 months. If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods.

 

Stock-Based Compensation

 

We account for stock-based compensation using the fair value of the awards granted. We estimate the fair value of stock options granted using the Black Scholes Merton model. We use historical data to estimate pre-vesting option forfeitures and record stock-based compensation expense only for those awards that are expected to vest. We amortize the fair value of stock options on a straight-line basis over the requisite service periods of the awards, which are generally the vesting periods. We value restricted stock units using the intrinsic value method. We amortize the value of restricted stock units on a straight-line basis over the restriction period. See Note 10 “Stock-Based Compensation” for a description of our stock-based employee compensation plans and the assumptions we use to calculate the fair value of stock-based employee compensation.

 

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Income Taxes

 

As part of the process of preparing our consolidated financial statements, we are required to estimate our income tax provision (benefit) in each of the jurisdictions in which we operate. This process involves estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets.

 

We record a valuation allowance to reduce our deferred tax assets to an amount that more likely than not will be realized. While we have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize our deferred tax assets in the future in excess of our net recorded amount, an adjustment to the allowance for the deferred tax assets would increase income in the period such determination was made. Likewise, should we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the valuation allowance for the deferred tax assets would be charged to income in the period such determination was made.

 

We evaluate our need for reserves for our uncertain tax positions using a two-step approach. The first step, recognition, occurs when we conclude (based solely on the technical aspects of the matter) that a tax position is more likely than not to be sustained upon examination by a taxing authority. The second step, measurement, is only considered after step one has been satisfied and measures any tax benefit at the largest amount that is deemed more likely than not to be realized upon ultimate settlement of the uncertainty. These determinations involve significant judgment by management. Tax positions that fail to qualify for initial recognition are recognized in the first subsequent interim period that they meet the more likely than not standard or when they are resolved through negotiation or litigation with factual interpretation, judgment and certainty. Tax laws and regulations themselves are complex and are subject to change as a result of changes in fiscal policy, changes in legislation, evolution of regulations and court filings. Therefore, the actual liability for U.S. or foreign taxes may be materially different from our estimates, which could result in the need to record additional tax liabilities or potentially to reverse previously recorded tax liabilities.

 

The “Worker, Homeownership and Business Assistance Act of 2009” was enacted on November 6, 2009.  Under the Act, businesses with net operating losses for 2008 and 2009 may carry back those losses for up to five years.  The Company has carried back losses incurred in fiscal 2009 in accordance with this new legislation and this tax law change has had minimal financial statement impact.

 

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KEY PERFORMANCE INDICATORS

 

The following is a summary of some of the quantitative performance indicators (as defined below) that may be used to assess our results of operations and financial condition:

 

 

 

Three Months Ended

 

 

 

 

 

 

 

July 3, 2010

 

July 4, 2009

 

Change

 

% Change

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Bookings

 

$

180,570

 

$

88,647

 

$

91,923

 

103.7

%

Net sales—Commercial Lasers and Components

 

$

58,261

 

$

28,061

 

$

30,200

 

107.6

%

Net sales—Specialty Lasers and Systems

 

$

108,411

 

$

70,393

 

$

38,018

 

54.0

%

Gross profit as a percentage of net sales—Commercial Lasers and Components

 

38.4

%

25.7

%

12.7

%

49.4

%

Gross profit as a percentage of net sales—Specialty Lasers and Systems

 

48.1

%

37.8

%

10.3

%

27.2

%

Research and development as a percentage of net sales

 

11.0

%

15.8

%

(4.8

)%

(30.4

)%

Income (loss) before income taxes

 

$

22,273

 

$

(9,716

)

$

31,989

 

329.2

%

Net cash provided by operating activities

 

$

22,160

 

$

11,021

 

$

11,139

 

101.1

%

Days sales outstanding in receivables

 

53.1

 

68.7

 

(15.6

)

(22.7

)%

Annualized inventory turns

 

3.7

 

2.4

 

1.3

 

54.2

%

Capital spending as a percentage of net sales

 

2.6

%

3.6

%

(1.0

)%

(27.8

)%

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

July 3, 2010

 

July 4, 2009

 

Change

 

% Change

 

 

 

(Dollars in thousands)

 

 <