10-Q 1 a2013629_10q.htm 10-Q 2013.6.29_10Q
 
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 June 29, 2013
or
¨
 
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 ¨
 
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 x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filer x
 
Accelerated filer ¨
 
 
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
(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 ¨  No x
 
The number of shares outstanding of registrant’s common stock, par value $.01 per share, on July 31, 2013 was 24,450,177.



COHERENT, INC.

INDEX
 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

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,” "outlook," “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.


3

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
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
Net sales
$
213,725

 
$
196,383

 
$
596,985

 
$
580,434

 
Cost of sales
130,461

 
116,138

 
359,755

 
342,182

 
Gross profit
83,264

 
80,245

 
237,230

 
238,252

 
Operating expenses:
 

 
 

 
 
 
 
 
Research and development
21,782

 
19,306

 
61,229

 
58,408

 
Selling, general and administrative
38,748

 
32,894

 
113,076

 
102,902

 
Amortization of intangible assets
1,290

 
1,723

 
4,086

 
4,970

 
Total operating expenses
61,820

 
53,923

 
178,391

 
166,280

 
Income from operations
21,444

 
26,322

 
58,839

 
71,972

 
Other income (expense):
 

 
 
 
 
 
 
 
Interest and dividend income
48

 
52

 
161

 
283

 
Interest expense
(37
)
 
(71
)
 
(60
)
 
(78
)
 
Other—net
(964
)
 
(1,918
)
 
(1,196
)
 
288

 
Total other income (expense), net
(953
)
 
(1,937
)
 
(1,095
)
 
493

 
Income before income taxes
20,491

 
24,385

 
57,744

 
72,465

 
Provision for income taxes
3,806

 
7,177

 
11,904

 
22,051

 
Net income
$
16,685

 
$
17,208

 
$
45,840

 
$
50,414

 
 
 
 
 
 
 
 
 
 
Net income per share:
 

 
 

 
 
 
 
 
Basic
$
0.69

 
$
0.73

 
$
1.91

 
$
2.14

 
Diluted
$
0.68

 
$
0.72

 
$
1.87

 
$
2.10

 
 
 
 
 
 
 
 
 
 
Shares used in computation:
 

 
 

 
 
 
 
 
Basic
24,310

 
23,633

 
24,055

 
23,538

 
Diluted
24,690

 
24,054

 
24,462

 
24,004

 
 
See Accompanying Notes to Condensed Consolidated Financial Statements.


4


COHERENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited; in thousands) 

 
Three Months Ended
 
Nine Months Ended
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
 
 
 
 
 
 
 
 
 
Net income
$
16,685

 
$
17,208

 
$
45,840

 
$
50,414

 
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Translation adjustment (1)
7,558

 
(11,796
)
 
450

 
(18,587
)
 
Changes in unrealized gains (losses) on available-for-sale securities, net of taxes
(14
)
 
12

 
(21
)
 
(2
)
 
Other comprehensive income (loss), net of tax
7,544

 
(11,784
)
 
429

 
(18,589
)
 
Comprehensive income
$
24,229

 
$
5,424

 
$
46,269

 
$
31,825

 

(1)
Tax expense (benefit) of $(226) and $(1,365) was provided on translation adjustments during the three and nine months ended June 29, 2013, respectively. Tax expense (benefit) of $(483) and $(305) was provided on translation adjustments during the three and nine months ended June 30, 2012, respectively.  Tax expense (benefit) on changes in unrealized gains (losses) on available-for-sale securities was insignificant.


See Accompanying Notes to Condensed Consolidated Financial Statements.

5

COHERENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except par value data)
 
June 29,
2013
 
September 29,
2012
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
81,311

 
$
67,761

Short-term investments
120,371

 
157,168

Accounts receivable—net of allowances of $1,275 and $1,443, respectively
146,184

 
144,345

Inventories
169,003

 
160,113

Prepaid expenses and other assets
68,653

 
61,730

Deferred tax assets
22,566

 
23,368

Total current assets
608,088

 
614,485

Property and equipment, net
113,952

 
115,096

Goodwill
110,465

 
77,689

Intangible assets, net
44,108

 
9,473

Other assets
68,141

 
64,029

Total assets
$
944,754

 
$
880,772

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 

 
 

Current liabilities:
 

 
 

Current portion of long-term obligations
$
6

 
$
17

Accounts payable
40,869

 
29,088

Income taxes payable
18,431

 
33,944

Other current liabilities
103,682

 
90,739

Total current liabilities
162,988

 
153,788

Long-term obligations
—

 
2

Other long-term liabilities
62,759

 
55,326

Commitments and contingencies (Note 11)


 


Stockholders’ equity:
 

 
 

Common stock, par value $.01 per share:
 

 
 

Authorized—500,000 shares
 

 
 

Outstanding—24,432 shares and 23,746 shares, respectively
243

 
237

Additional paid-in capital
156,824

 
131,708

Accumulated other comprehensive income
40,884

 
40,455

Retained earnings
521,056

 
499,256

Total stockholders’ equity
719,007

 
671,656

Total liabilities and stockholders’ equity
$
944,754

 
$
880,772


See Accompanying Notes to Condensed Consolidated Financial Statements.

6

COHERENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
 
Nine Months Ended
 
June 29,
2013
 
June 30,
2012
Cash flows from operating activities:
 

 
 

Net income
$
45,840

 
$
50,414

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

Depreciation and amortization
19,386

 
17,179

Amortization of intangible assets
7,313

 
4,970

Deferred income taxes
(225
)
 
(2,095
)
Loss on disposal of property and equipment
—

 
572

Stock-based compensation
14,276

 
12,310

Excess tax benefit from stock-based compensation arrangements
—

 
(2,715
)
Other non-cash (income) expense
483

 
140

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

 
 

Accounts receivable
(6,981
)
 
(3,810
)
Inventories
(76
)
 
(11,721
)
Prepaid expenses and other assets
(9,936
)
 
(21,181
)
Other assets
(535
)
 
1,510

Accounts payable
10,487

 
(1,100
)
Income taxes payable/receivable
(23,800
)
 
(12,180
)
Other current liabilities
8,902

 
12,237

Other long-term liabilities
1,625

 
(819
)
Net cash provided by operating activities
66,759

 
43,711

 
 
 
 
Cash flows from investing activities:
 

 
 

Purchases of property and equipment
(15,366
)
 
(30,613
)
Proceeds from dispositions of property and equipment
131

 
—

Purchases of available-for-sale securities
(170,306
)
 
(188,542
)
Proceeds from sales and maturities of available-for-sale securities
206,652

 
114,776

Acquisition of businesses, net of cash acquired
(67,289
)
 
—

Net cash used in investing activities
(46,178
)
 
(104,379
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Short-term borrowings
9,540

 
9,262

Repayments of short-term borrowings
(9,540
)
 
(9,262
)
Capital lease repayments
(13
)
 
(11
)
Issuance of common stock under employee stock option and purchase plans
15,708

 
11,537

Cash dividend paid on common stock
(24,040
)
 
—

Repurchase of common stock
—

 
(24,999
)
Net settlement of restricted common stock
(4,163
)
 
(4,514
)
Excess tax benefits from stock-based compensation arrangements
—

 
2,715

Net cash used in financing activities
(12,508
)
 
(15,272
)
Effect of exchange rate changes on cash and cash equivalents
5,477

 
(8,541
)
Net increase (decrease) in cash and cash equivalents
13,550

 
(84,481
)
Cash and cash equivalents, beginning of period
67,761

 
167,061

Cash and cash equivalents, end of period
$
81,311

 
$
82,580

Supplemental disclosure of cash flow information:
 

 
 

Cash paid during the period for:
 

 
 

Interest
$
60

 
$
71

Income taxes
$
43,470

 
$
45,422

Cash received during the period for:
 

 
 

Income taxes
$
7,760

 
$
11,055

 
 
 
 
Non-cash investing and financing activities:
 

 
 

Unpaid property and equipment
$
1,850

 
$
1,611


See Accompanying Notes to Condensed Consolidated Financial Statements.

7

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 September 29, 2012. 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 2013 and 2012 each include 52 weeks.
 
2.    RECENT ACCOUNTING STANDARDS
 
Adoption of New Accounting Pronouncement

In July 2012, the Financial Accounting Standards Board (“FASB”) amended existing guidance related to goodwill and other intangible assets by giving an entity testing an indefinite-lived intangible asset for impairment the option to first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of an intangible asset is less than its carrying amount. If the entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is not more likely than not impaired, the entity would not need to calculate the fair value of the asset. The guidance does not revise the requirement to test indefinite-lived intangible assets annually for impairment or to test these assets for impairment between annual tests if there is a change in events or circumstances. This amended guidance was effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. We adopted this authoritative guidance in the first quarter of fiscal 2013. As we did not have any indefinite-lived intangible assets recorded in our consolidated balance sheet, the implementation of this authoritative guidance did not have a material impact on our consolidated financial position, results of operations and cash flows in connection with our impairment testing.

Recently Issued Accounting Pronouncements

In February 2013, the FASB issued guidance which requires an entity to disclose additional information for items reclassified out of accumulated other comprehensive income ("AOCI"). For items reclassified out of AOCI and into net income in their entirety, entities are required to disclose the effect of the reclassification on each affected net income line item. For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other disclosures is required. This information may be provided either in the notes or parenthetically on the face of the statement that reports net income as long as all the information is disclosed in a single location. The guidance is effective for us beginning in the first quarter of fiscal 2014. We are currently evaluating the potential impact, if any, of the adoption of this guidance on our consolidated financial position, results of operations and cash flows.

In March 2013, the FASB issued guidance regarding the treatment of cumulative translation adjustment ("CTA") by a parent company upon de-recognition of a subsidiary or group of assets within a foreign entity. The objective is to resolve the diversity in practice regarding the release into net income of such CTA. The guidance is effective for us beginning in the second quarter of fiscal 2014. We are currently evaluating the potential impact, if any, of the adoption of this guidance on our consolidated financial position, results of operations and cash flows.

3.     BUSINESS COMBINATIONS
  
Lumera Laser GmbH


8

On December 20, 2012, we acquired privately held Lumera Laser GmbH (Kaiserslautern, Germany) ("Lumera") for approximately $51.5 million, excluding transaction costs. Lumera manufactures ultrafast solid state lasers for microelectronics, OEM medical and materials processing applications. Lumera has been included in our Specialty Lasers and Systems segment.

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

Tangible assets
$
14,514

 Goodwill
24,640
Intangible assets:
 
  Existing technology
21,000
  In-process R&D
1,800
  Trade name
200
  Customer lists
6,500
  Backlog
900
Deferred tax liabilities
(9,300)
Liabilities assumed
(8,793)
Total
$
51,461


Results of operations for the business have been included in our consolidated financial statements subsequent to the date of acquisition and 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.

None of the goodwill from this purchase is deductible for tax purposes.

The identifiable intangible assets are being amortized over their respective useful lives of less than one to six years.
        
In-process research and development (“IPR&D”) consists of two 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. None of the projects have been completed as of June 29, 2013.

We expensed $0.1 million and $0.6 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations in the three and nine months ended June 29, 2013, respectively, and expensed $0.3 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations in fiscal 2012.

Innolight Innovative Laser and Systemtechnik GmbH

On October 30, 2012, we acquired all of the outstanding shares of Innolight Innovative Laser and Systemtechnik GmbH ("Innolight") for approximately $18.3 million, excluding transaction costs. Innolight provides a core technology building block for an emerging class of commercial, sub-nanosecond lasers for microelectronics manufacturing. Its semiconductor-based architecture delivers pulsed output that can be amplified by conventional or fiber amplifiers to ultimately deliver infrared, green or ultraviolet light capable of processing a range of materials. Innolight has been included in our Specialty Lasers and Systems segment.

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


9

Tangible assets
$
2,510

 Goodwill
8,312

Intangible assets:
 
  Existing technology
8,500

  In-process R&D
430

  Trade name
100

  Customer lists
2,800

Deferred tax liabilities
(3,836
)
Liabilities assumed
(480
)
Total
$
18,336


Results of operations for the business have been included in our consolidated financial statements subsequent to the date of acquisition and 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.

None of the goodwill from this purchase is deductible for tax purposes.

The identifiable intangible assets are being amortized over their respective useful lives of six to seven years.

IPR&D consists of two 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. The projects have not been completed as of June 29, 2013.

We expensed $0.2 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations in the nine months ended June 29, 2013 and expensed $0.1 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations in fiscal 2012.

Fiscal 2012 and Fiscal 2011 acquisitions

As more fully described in our Annual Report on Form 10-K for our fiscal year ended September 29, 2012, we acquired two companies in fiscal 2012 and fiscal 2011:

•
We acquired MiDAZ Lasers Ltd. ("Midaz") in the fourth quarter of fiscal 2012 for approximately $3.8 million in cash and recorded goodwill and intangible assets of approximately $4.6 million.

•
We acquired Hypertronics Pte Ltd (“Hypertronics”) in the second quarter of fiscal 2011 for approximately $14.5 million in cash and recorded goodwill and intangible assets of approximately $11.8 million.

Both businesses have been included in our Specialty Lasers and Systems segment. Results of operations for these businesses have been included in our consolidated financial statements subsequent to the date of their acquisition and pro forma results of operations in accordance with authoritative guidance for prior periods have not been presented because the effect of these acquisitions was not material to our prior period consolidated financial results.

During the second quarter of fiscal 2012, we determined that one of the hardware projects classified as IPR&D acquired from Hypertronics would not be completed.  As a result, $0.2 million was expensed in the second fiscal quarter of fiscal 2012 for that project.  During the fourth quarter of fiscal 2012, we decided to no longer pursue orders of Hypertronics' legacy products and thus determined that an impairment review of the intangible assets was required. As a result of our analysis, we determined that the intangible assets were fully impaired and that the remaining hardware projects classified as IPR&D acquired from Hypertronics would not be completed.  As a result, we recorded a $4.0 million charge in amortization expense in the fourth quarter of fiscal 2012. We also wrote off $0.3 million of inventory unique to these products that were not expected to be resold.

10


4.     FAIR VALUES
 
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; these instruments, which mature within one year and are issued by counterparties with high credit ratings, include U.S. Treasury and international government obligations, investment-grade corporate bonds, certificates of deposit and commercial paper. 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 June 29, 2013 and September 29, 2012, we did not have any assets or liabilities valued based on Level 3 valuations.

Financial assets and liabilities measured at fair value as of June 29, 2013 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)
$
19,447

 
$
—

 
$
19,447

Certificates of deposit (1)(5)
—

 
19,590

 
19,590

U.S. government obligations (2)(5)
—

 
95,040

 
95,040

Corporate notes and obligations (2)(5)
—

 
15,338

 
15,338

Commercial paper (2)(5)
—

 
9,994

 
9,994

Foreign currency contracts (3)(6)
—

 
(640
)
 
(640
)
Mutual funds — Deferred comp and supplemental plan (4)(7)
13,480

 
—

 
13,480

 ___________________________________________________
(1)          Included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents.

(2)
Included in short-term investments on the Condensed Consolidated Balance Sheet.

(3) 
Includes $170 recorded in prepaid expenses and other assets and $810 recorded in other current liabilities on the Condensed Consolidated Balance Sheet (see Note 5).

(4)          Includes $1,876 recorded in prepaid expenses and other assets and $11,604 recorded in other assets on the Condensed Consolidated Balance Sheet.

(5)
Valuations are based upon quoted market prices in active markets involving similar assets. The market inputs used to value these instruments generally consist of market yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Pricing sources include industry standard data providers, security master files from large financial institutions, and other third party sources which are input into a distribution-curve-based algorithm to determine a daily market value. This creates a “consensus price” or a weighted average price for each security.

(6)
The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment.

(7)
The fair value of mutual funds is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in over-the-counter market and listed securities for which no sale was reported on that date are stated as the last quoted bid price.
 
Financial assets and liabilities measured at fair value as of September 29, 2012 are summarized below (in thousands):

11

 
 
Quoted Prices in
Active Markets
for Identical
Assets
 
Significant
Other
Observable
Inputs
 
Total Fair
Value
 
(Level 1)
 
(Level 2)
 
 
Money market fund deposits(1)
$
10,340

 
$
—

 
$
10,340

Certificates of deposit(2)(7)
—

 
31,253

 
31,253

U.S. and international government obligations(3)(7)
—

 
110,967

 
110,967

Corporate notes and obligations(4)(7)
—

 
43,406

 
43,406

Commercial paper (3)(7)
—

 
2,000

 
2,000

Foreign currency contracts(5)(8)
—

 
(21
)
 
(21
)
Mutual funds—Deferred comp and supplemental plan(6)(9)
6,400

 
—

 
6,400

 ___________________________________________________
(1)
Included in cash and cash equivalents on the Condensed Consolidated Balance Sheet. The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents.

(2)
Includes $29,234 recorded in cash and cash equivalents and $2,019 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(3)
Included in short-term investments on the Condensed Consolidated Balance Sheet.

(4)
Includes $1,223 recorded in cash and cash equivalents and $42,183 recorded in short-term investments on the Condensed Consolidated Balance Sheet.

(5)
Includes $626 recorded in prepaid expenses and other assets and $645 recorded in other current liabilities on the Condensed Consolidated Balance Sheet.

(6)
Includes $2,891 recorded in prepaid expenses and other assets and $3,509 recorded in other assets on the Condensed Consolidated Balance Sheet.

(7)
Valuations are based upon quoted market prices in active markets involving similar assets. The market inputs used to value these instruments generally consist of market yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. Pricing sources include industry standard data providers, security master files from large financial institutions, and other third party sources which are input into a distribution-curve-based algorithm to determine a daily market value. This creates a “consensus price” or a weighted average price for each security.

(8)
The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment.

(9)
The fair value of mutual funds is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in over-the-counter market and listed securities for which no sale was reported on that date are stated as the last quoted bid price.

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 forwards to minimize the risks of foreign currency fluctuation of specific assets and liabilities on the balance sheet; these are not designated as hedging instruments. Our derivative contracts do not contain any credit risk related contingent features and do not require collateral or other security to be furnished by us or the counterparties.

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

12

generate net sales in other currencies, primarily the Japanese Yen, the Euro and the Korean Won. As a result, our earnings, cash flows and cash balances 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 three 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 notional contract and fair value amounts of hedge contracts, with maximum maturity of three months, are as follows (in thousands):
 
 
U.S. Notional Contract Value
 
U.S. Notional Fair Value
 
June 29, 2013
 
September 29, 2012
 
June 29, 2013
 
September 29, 2012
Euro currency hedge contracts
 

 
 

 
 

 
 

Purchase
$
43,696

 
$
61,779

 
$
43,115

 
$
62,404

 
 
 
 
 
 
 
 
Korean Won currency hedge contracts
 
 
 
 
 
 
 
  Sell
$
(12,929
)
 
$
(39,039
)
 
$
(12,872
)
 
$
(39,559
)
 
 
 
 
 
 
 
 
Other foreign currency hedge contracts
 

 
 

 
 

 
 

Purchase
$
1,471

 
$
—

 
$
1,463

 
$
—

Sell
$
(23,483
)
 
$
(20,452
)
 
$
(23,590
)
 
$
(20,578
)
 
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 June 29, 2013 and September 29, 2012.
 
The amount of non-designated derivative instruments’ gain in the Condensed Consolidated Statements of Operations included in other income (expense) for the three and nine months ended June 29, 2013 and June 30, 2012 is as follows (in thousands):
 
 
 
Amount of Gain or (Loss) Recognized in Income on Derivatives
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 29, 2013
 
June 29, 2013
Derivatives not designated as hedging instruments
 
 
 
 
Foreign exchange contracts
 
$
338

 
$
1,476


 
 
Amount of Gain or (Loss) Recognized in Income on Derivatives
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 30, 2012
 
June 30, 2012
Derivatives not designated as hedging instruments
 
 
 
 
Foreign exchange contracts
 
$
(3,246
)
 
$
(3,657
)

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

13

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):
 
 
June 29, 2013
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
Cash and cash equivalents
$
81,311

 
$
—

 
$
—

 
$
81,311

 
 
 
 

 
 

 
 
Short-term investments:
 

 
 

 
 

 
 

Available-for-sale securities:
 

 
 

 
 

 
 

Commercial paper
$
9,994

 
$
—

 
$
—

 
$
9,994

U.S. Treasury and agency obligations
94,577

 
468

 
(5
)
 
95,040

Corporate notes and obligations
15,314

 
36

 
(13
)
 
15,337

Total short-term investments
$
119,885

 
$
504

 
$
(18
)
 
$
120,371

 
 
September 29, 2012
 
Cost Basis
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
Cash and cash equivalents
$
67,752

 
$
9

 
$
—

 
$
67,761

 
 
 
 

 
 

 
 
Short-term investments:
 

 
 

 
 

 
 

Available-for-sale securities:
 

 
 

 
 

 
 

Certificates of deposit
$
2,017

 
$
2

 
$
—

 
$
2,019

       U.S. Treasury and agency obligations
108,284

 
666

 
(2
)
 
108,948

International government obligations
2,004

 
14

 
—

 
2,018

Corporate notes and obligations
41,912

 
272

 
(1
)
 
42,183

Commercial paper
2,000

 
—

 
—

 
2,000

Total short-term investments
$
156,217

 
$
954

 
$
(3
)
 
$
157,168

 
At June 29, 2013, gross unrealized losses on our investments with unrealized losses that are not deemed to be other-than-temporarily impaired were $18,000 on corporate notes and obligations of $16.2 million and U.S. treasury and agency obligations of $47.7 million.

The amortized cost and estimated fair value of available-for-sale investments in debt securities as of June 29, 2013 and September 29, 2012 classified as short-term investments on our condensed consolidated balance sheet were as follows (in thousands):
 
 
June 29, 2013
 
September 29, 2012
 
Amortized Cost
 
Estimated Fair Value
 
Amortized Cost
 
Estimated Fair Value
Investments in available-for-sale debt securities due in less than one year
$
119,885

 
$
120,371

 
$
154,200

 
$
155,149

 
During the three and nine months ended June 29, 2013, we received proceeds totaling $3.0 million and $68.7 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 June 30, 2012, we received proceeds totaling $16.8 million and $76.9 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.
 


14

7.    GOODWILL AND INTANGIBLE ASSETS 

Goodwill is tested for impairment on an annual basis and between annual tests if events or circumstances indicate that an impairment loss may have occurred, and we write down these assets when impaired. 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.
 
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.
 
During the nine months ended June 29, 2013, 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 September 29, 2012 to June 29, 2013 are as follows (in thousands):
 
Specialty
Lasers and
Systems
 
Commercial
Lasers and
Components
 
Total
Balance as of September 29, 2012
$
71,326

 
$
6,363

 
$
77,689

Additions (See Note 3)
32,952

 
—

 
32,952

Translation adjustments and other
(176
)
 
—

 
(176
)
Balance as of June 29, 2013
$
104,102

 
$
6,363

 
$
110,465

 
Components of our amortizable intangible assets are as follows (in thousands):
 
 
June 29, 2013
 
September 29, 2012
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Existing technology
$
80,702

 
$
(49,155
)
 
$
31,547

 
$
51,346

 
$
(44,457
)
 
$
6,889

Customer lists
17,135

 
(6,947
)
 
10,188

 
7,849

 
(5,666
)
 
2,183

Trade name
3,375

 
(3,234
)
 
141

 
3,050

 
(2,749
)
 
301

Non-compete agreement
690

 
(674
)
 
16

 
689

 
(661
)
 
28

Production know-how (1)
—

 
—

 
—

 
910

 
(838
)
 
72

In-process research & development
2,216

 
—

 
2,216

 
—

 
—

 
—

Total
$
104,118

 
$
(60,010
)
 
$
44,108

 
$
63,844

 
$
(54,371
)
 
$
9,473

     (1) For accounting purposes, when an intangible asset is fully amortized, it is removed from the disclosure schedule.
Amortization expense for intangible assets for the nine months ended June 29, 2013 and June 30, 2012 was $7.3 million and $5.0 million, respectively, which includes $4.7 million and $3.7 million, respectively, for amortization of existing technology and production know-how.

At June 29, 2013, estimated amortization expense for the remainder of fiscal 2013, the next five succeeding fiscal years and all fiscal years thereafter are as follows (in thousands):

15

 
Estimated
Amortization
Expense
2013 (remainder)
$
2,439

2014
9,536

2015
9,029

2016
8,629

2017
7,664

2018
4,427

Thereafter
2,384

Total
$
44,108


8.     BALANCE SHEET DETAILS
 
Inventories consist of the following (in thousands):
 
June 29,
2013
 
September 29,
2012
Purchased parts and assemblies
$
53,105

 
$
46,526

Work-in-process
62,927

 
60,171

Finished goods
52,971

 
53,416

Total inventories
$
169,003

 
$
160,113

 
Prepaid expenses and other assets consist of the following (in thousands):
 
June 29,
2013
 
September 29,
2012
Prepaid and refundable income taxes
$
20,221

 
$
20,634

Other taxes receivable
35,297

 
25,607

Prepaid expenses and other
13,135

 
15,489

Total prepaid expenses and other assets
$
68,653

 
$
61,730

 
Other assets consist of the following (in thousands):
 
June 29,
2013
 
September 29,
2012
Assets related to deferred compensation arrangements
$
23,059

 
$
21,990

Deferred tax assets
39,255

 
37,160

Other assets
5,827

 
4,879

Total other assets
$
68,141

 
$
64,029

 
Other current liabilities consist of the following (in thousands):
 
June 29,
2013
 
September 29,
2012
Accrued payroll and benefits
$
29,726

 
$
28,100

Deferred income
17,478

 
17,465

Reserve for warranty
18,074

 
17,442

Accrued expenses and other
11,431

 
10,445

Other taxes payable
24,312

 
15,457

Customer deposits
2,661

 
1,830

Total other current liabilities
$
103,682

 
$
90,739

 

16

There were no restructuring plans or activities in the three and nine months ended June 29, 2013. There were no new restructuring charges during fiscal 2012. The closure of our Finland site was completed in the third quarter of fiscal 2011, with the last payments and other reductions completed during fiscal 2012.

We provide warranties on certain of our product sales and reserves for estimated warranty costs are recorded during the period of sale. The determination of such reserves 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.
 
Components of the reserve for warranty costs during the first nine months of fiscal 2013 and 2012 were as follows (in thousands):
 
Nine Months Ended
 
June 29,
2013
 
June 30,
2012
Beginning balance
$
17,442

 
$
16,704

Additions related to current period sales
18,739

 
22,291

Warranty costs incurred in the current period
(19,681
)
 
(21,454
)
Accruals resulting from acquisitions
1,728

 
—

Adjustments to accruals related to foreign exchange and other
(154
)
 
(177
)
Ending balance
$
18,074

 
$
17,364

 
Other long-term liabilities consist of the following (in thousands):
 
June 29,
2013
 
September 29,
2012
Long-term taxes payable
$
15,526

 
$
21,281

Deferred compensation
24,189

 
22,816

Deferred tax liabilities
12,263

 
726

Deferred income
2,684

 
2,191

Asset retirement obligations liability
2,156

 
2,029

Other long-term liabilities
5,941

 
6,283

Total other long-term liabilities
$
62,759

 
$
55,326

 
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 $14.4 million of unsecured foreign lines of credit as of June 29, 2013.  At June 29, 2013, we had used $2.4 million of these available foreign lines of credit as guarantees. These credit facilities were used in Europe and Japan during the third fiscal quarter of 2013.  In addition, our domestic line of credit consists of a $50.0 million unsecured revolving credit account with Union Bank of California. The agreement will expire on May 31, 2014. The line of credit 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 June 29, 2013.

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.
 

17

Determining Fair Value
 
The fair values of shares purchased under the Employee Stock Purchase Plan (“ESPP”) for the three and nine months ended June 29, 2013 and June 30, 2012, respectively, were estimated using the following weighted-average assumptions:
 
 
Employee Stock Purchase Plan
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
Expected life in years
 
0.5

 
0.5

 
0.5

 
0.5

 
Expected volatility
 
30.8
%
 
43.9
%
 
33.3
%
 
49.7
%
 
Risk-free interest rate
 
0.1
%
 
0.1
%
 
0.1
%
 
0.1
%
 
Expected dividend yield
 
—
%
 
—
%
 
1.0
%
 
—
%
 
Weighted average fair value per share
 
$
10.60

 
$
12.74

 
$
10.49

 
$
14.20

 

There were no stock options granted during the three and nine months ended June 29, 2013 and June 30, 2012.
 
Restricted stock awards and restricted stock units are independent of option grants and are typically subject to vesting restrictions—either time-based or performance-based conditions for vesting. Until restricted stock vests, shares (including those issuable upon vesting of the applicable restricted stock unit) are subject to forfeiture if employment terminates prior to the release of restrictions and cannot be transferred.
•The service based restricted stock unit awards are generally subject to annual vesting over two to three years from the date of grant, as determined by the Compensation and H. R. Committees of our board of directors.
•The automatic annual grants of restricted stock units for non-employee members of our board of directors vest on February 15 of the calendar year following the grant, to the extent each individual is serving on the board on such date. The automatic grants are made on the date of our annual meeting of stockholders.
•The market-based performance restricted stock unit award grants are generally either subject to annual vesting over three years from the date of grant or subject to a single vest measurement three years from the date of grant, depending upon achievement of performance measurements based on the performance of the Company's total shareholder returns (as defined in the plan) compared with the performance of the Russell 2000 Index.

We grant market-based performance restricted stock units to officers and certain employees. The performance stock unit agreements provide for the award of performance stock units with each unit representing the right to receive one share of our common stock to be issued after the applicable award period. The final number of units awarded, if any, for this grant will be determined as of the vesting dates, based upon our total shareholder return over the performance period compared to the Russell 2000 Index and could range from no units to a maximum of twice the initial award. The weighted average fair value for these performance units was determined using a Monte Carlo simulation model incorporating the following weighted average assumptions:
 
 
Nine Months Ended
 
 
June 29, 2013
 
June 30, 2012
Risk-free interest rate
 
0.33
%
 
0.39
%
Volatility
 
37.9
%
 
41.8
%
Weighted average fair value
 
$48.48
 
$71.59

We recognize the estimated cost of these awards, as determined under the simulation model, over the related service period, with no adjustment in future periods based upon the actual shareholder return over the performance period.
 
Stock-Based 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 June 29, 2013 and June 30, 2012 (in thousands):

18

 
Three Months Ended
 
Nine Months Ended
 
 
June 29, 2013
 
June 30, 2012
 
June 29, 2013
 
June 30, 2012
 
Cost of sales
$
576

 
$
453

 
$
1,605

 
$
1,263

 
Research and development
455

 
407

 
1,398

 
1,231

 
Selling, general and administrative
3,610

 
3,266

 
11,274

 
9,814

 
Income tax benefit
(1,195
)
 
(1,274
)
 
(3,823
)
 
(3,867
)
 
 
$
3,446

 
$
2,852

 
$
10,454

 
$
8,441

 

During the three and nine months ended June 29, 2013, $0.5 million and $1.7 million was capitalized into inventory for all stock plans, $0.6 million and $1.6 million was amortized to cost of sales and $0.7 million remained in inventory at June 29, 2013. During the three and nine months ended June 30, 2012, $0.4 million and $1.4 million was capitalized into inventory for all stock plans, $0.5 million and $1.3 million was amortized to cost of sales and $0.5 million remained in inventory at June 30, 2012.  Management has made an estimate of expected forfeitures and is recognizing compensation costs only for those equity awards expected to vest.
 
At June 29, 2013, the total compensation cost related to unvested stock-based awards granted to employees under the Company’s stock plans but not yet recognized was approximately $19.5 million, net of estimated forfeitures of $1.0 million. This cost will be amortized on a straight-line basis over a weighted-average period of approximately 1.1 years years and will be adjusted for subsequent changes in estimated forfeitures.

At June 29, 2013, total compensation cost related to options to purchase common shares under the ESPP but not yet vested was approximately $0.5 million, which will be recognized over the six month offering period.
 
The stock option exercise tax benefits reported in the statement of cash flows results from the excess tax benefits arising from tax deductions in excess of the stock-based compensation cost recognized, determined on a grant-by-grant basis. During the first nine months of fiscal 2013 and fiscal 2012, we recorded $0.0 and $2.7 million, respectively, of excess tax benefits as cash flows from financing activities.
 
Stock Options & Awards Activity
 
The following is a summary of option activity for our Stock Option 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 September 29, 2012
641

 
$
27.86

 
 
 
 

Granted
—

 
—

 
 
 
 

Exercised
(339
)
 
28.83

 
 
 
 

Forfeitures
—

 
—

 
 
 
 

Expirations
—

 
—

 
 
 
 

Outstanding at June 29, 2013
302

 
$
26.77

 
3.6 years
 
$
8,561

Vested and expected to vest at June 29, 2013
302

 
$
26.77

 
3.6 years
 
$
8,561

Exercisable at June 29, 2013
287

 
$
25.77

 
3.4 years
 
$
8,396

 
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 0.3 million outstanding options that were in-the-money as of June 29, 2013.  The aggregate intrinsic value of options exercised under the Company’s stock plans for the three and nine months ended June 29, 2013 were $0.5 million and $8.5 million, respectively, determined as of the date of option exercise. The aggregate intrinsic value of options exercised under the Company’s stock plans for the three and nine months ended June 30, 2012 were $0.7 million and $5.4 million, respectively, determined as of the date of option exercise.
 

19

The following table summarizes the activity of our time based and market- performance based restricted stock units for the first nine months of fiscal 2013 (in thousands, except per share amounts):

 
Time Based Restricted Stock Units
 
Market-Based Performance Restricted Stock Units
 
Number of
Shares(1)
 
Weighted
Average
Grant Date
Fair Value
 
Number of
Shares(2)
 
Weighted
Average
Grant Date
Fair Value
Nonvested stock at September 29, 2012
440

 
$
47.81

 
152

 
$
57.55

Granted
272

 
43.97

 
97

 
48.48

Vested
(253
)
 
43.06

 
(28
)
 
49.50

Forfeited
(6
)
 
45.59

 
(7
)
 
53.30

Nonvested stock at June 29, 2013
453

 
$
48.19

 
214

 
$
54.63


__________________________________________
(1)Service-based restricted stock vested during each fiscal year.
(2)Performance-based awards and units included at 100% of target goal; under the terms of the awards, the recipient may earn between 0% and 200% of the award.


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. 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, results of operations or cash flows, an adverse result in one or more matters could negatively affect our results in the period in which they occur.

12.       ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated other comprehensive income (net of tax) at June 29, 2013 and September 29, 2012 is substantially comprised of accumulated translation adjustments of $40.9 million and $40.4 million, respectively.
 

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 per share (in thousands, except per share data): 

20

 
Three Months Ended
 
Nine Months Ended
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
Weighted average shares outstanding —basic
24,310

 
23,633

 
24,055

 
23,538

 
Dilutive effect of employee stock awards
380

 
421

 
407

 
466

 
Weighted average shares outstanding—diluted
24,690

 
24,054

 
24,462

 
24,004

 
 
 
 
 
 
 
 
 
 
Net income
$
16,685

 
$
17,208

 
$
45,840

 
$
50,414

 
 
 
 
 
 
 
 
 
 
Net income per basic share
$
0.69

 
$
0.73

 
$
1.91

 
$
2.14

 
Net income per diluted share
$
0.68

 
$
0.72

 
$
1.87

 
$
2.10

 
 
A total of 2,999 and 82,053 potentially dilutive securities have been excluded from the diluted share calculation for the three and nine months ended June 29, 2013 as their effect was anti-dilutive. A total of 108,501 and 97,048 potentially dilutive securities have been excluded from the diluted share calculation for the three and nine months ended June 30, 2012 as their effect was anti-dilutive.
 
14.  OTHER INCOME (EXPENSE)
 
Other income (expense) is as follows (in thousands): 
 
Three Months Ended
 
Nine Months Ended
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
Foreign exchange gain (loss)
$
(1,927
)
 
$
(835
)
 
$
(3,655
)
 
$
(533
)
 
Gain on deferred compensation investments, net
1,010

 
(1,051
)
 
2,287

 
436

 
Other—net
(47
)
 
(32
)
 
172

 
385

 
Other income (expense), net
$
(964
)
 
$
(1,918
)
 
$
(1,196
)
 
$
288

 

15.  STOCK REPURCHASES AND DIVIDENDS
 
On October 4, 2012, the Board of Directors authorized a buyback program whereby we are authorized to repurchase up to $25.0 million of our common stock. The program was authorized for 12 months from the date of authorization. No shares have been purchased under this program as of June 29, 2013.

On December 10, 2012, we announced that the Board of Directors approved a $1.00 per share special cash dividend on our outstanding common stock payable on December 27, 2012 to stockholders of record on December 19, 2012, resulting in a payment of $24.0 million in the first quarter of fiscal 2013.

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 rates for the three and nine months ended June 29, 2013 were 18.6% and 20.6%. Our effective tax rates for the three and nine months ended June 29, 2013 were lower than the statutory rate of 35% primarily due to permanent differences related to the benefit of income subject to foreign tax rates that are lower than U.S. tax rates including Korea and Singapore tax exemptions, the benefit of foreign tax credits, the benefit of the federal research and development tax credits including renewal of the federal research and development tax credits for fiscal 2012 and the benefit of releasing foreign tax reserves accrued under ASC 740-10 and related interest. These amounts are partially offset by deemed dividend inclusions under the Subpart F tax rules, stock compensation not deductible for tax purposes and limitations on the deductibility of compensation under IRC Section 162(m).

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

21

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 June 29, 2013, the total amount of gross unrecognized tax benefits was $22.5 million including gross interest and penalties of $1.6 million, of which $17.6 million, if recognized, would affect our effective tax rate. Our total gross unrecognized tax benefits, net of certain deferred tax assets, were classified as other long-term liabilities in the condensed consolidated balance sheets. During the quarter, we released approximately $2.7 million of foreign translation reserves due to the revaluation of this exposure and this release only impacts our cumulative translation adjustment.
 
Our policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of June 29, 2013, the total amount of gross interest and penalties accrued was $1.6 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 2010 are closed to examination. In our major state jurisdiction and our major foreign jurisdictions, the years prior to 2009 and 2006, respectively, are closed to examination. In December 2011 and January 2012, our three German subsidiaries received notices of tax audits for the fiscal years 2006 through 2010. We received a preliminary assessment for two of the German subsidiaries and the amount is immaterial; the audit for the other German subsidiary is currently in process.

Management believes that it has adequately provided for any adjustments that may result from tax examinations. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that certain federal, foreign and state tax matters may be concluded in the next 12 months. Although the timing of the resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of net unrecognized tax benefits including interest and penalties at June 29, 2013 could be reduced by approximately $0.2 million to $2.4 million in the next 12 months.

The American Taxpayer Relief Act of 2012 (“the Act”), was enacted on January 2, 2013.  Under the Act, the federal research and development tax credit was retroactively extended for amounts paid or incurred after December 31, 2011 through December 31, 2013. The effects of the change in the tax law were recognized in our second quarter of fiscal 2013, which is the quarter that the law was enacted.  Accordingly, prior year research and development tax credits of approximately $1.4 million less appropriate reserves were recognized in the second quarter of fiscal 2013.
On March 26, 2013, Coherent Korea received final approval for a High-Tech tax exemption from the Korea authorities. The High-Tech tax exemption is effective retroactively to the beginning of fiscal 2013. Coherent Singapore had previously received a Pioneer Status tax exemption from the Singapore authorities effective in fiscal 2012.

Deferred Income Taxes
 
As of June 29, 2013, our condensed consolidated balance sheet included net deferred tax assets, before valuation allowance, of approximately $59.2 million, which consists of tax credits carryovers, accruals and reserves, competent authority offset to transfer pricing tax reserves, employee stock-based compensation expenses 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 $10.3 million as of June 29, 2013.  We intend to maintain the valuation allowance until sufficient positive evidence exists to support reversal of the valuation allowance.

17.  SEGMENT INFORMATION
 
We are organized into two reportable operating segments: Specialty Lasers and Systems (“SLS”) and Commercial Lasers and Components (“CLC”). This segmentation reflects the go-to-market strategies for various products and markets.  SLS develops and manufactures configurable, advanced-performance products largely serving the microelectronics, scientific research and government programs and original equipment manufacturer (“OEM”) components and instrumentation 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. While both segments work to deliver cost-effective solutions, CLC focuses

22

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 materials processing, OEM components and instrumentation and microelectronics. 

We have identified SLS and CLC as operating segments for which discrete financial information is available. Both units have dedicated engineering, manufacturing, product business management and product line management functions. A small portion of our outside net sales 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. As assets are not a measure used to assess the performance of the company by the CODM, asset information is not tracked or compiled by segment and is not available to be reported 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
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
Net sales:
 
 
 
 
 
 
 
 
Specialty Laser Systems
$
149,466

 
$
140,407

 
$
423,608

 
$
414,338

 
Commercial Lasers and Components
64,259

 
55,976

 
173,377

 
166,096

 
Total net sales
$
213,725

 
$
196,383

 
$
596,985

 
$
580,434

 
 
 
 
 
 
 
 
 
 
Income (loss) from operations:
 
 
 
 
 
 
 
 
Specialty Laser Systems
$
28,071

 
$
31,484

 
$
84,990

 
$
92,582

 
Commercial Lasers and Components
4,395

 
2,955

 
7,667

 
8,125

 
Corporate and other
(11,022
)
 
(8,117
)
 
(33,818
)
 
(28,735
)
 
Total income from operations
$
21,444

 
$
26,322

 
$
58,839

 
$
71,972

 

Major Customers

We had two customers during the three months ended June 29, 2013 who accounted for 16.2% and 11.2% respectively, of consolidated net sales; and the same two customers accounted for 13.3% and 10.0%, respectively, of consolidated net sales during the nine months ended June 29, 2013. Both customers purchased primarily from our SLS segment. There was one customer who accounted for 11.4% of consolidated net sales for the three months ended June 30, 2012, and two customers who accounted for 10.4% and 10.3%, respectively, of consolidated net sales for the nine months ended June 30, 2012; both customers purchased primarily from our SLS segment.

We had one customer who accounted for 18.3% of accounts receivable at June 29, 2013. There were two customers who accounted for 14.9% and 14.8%, respectively, of accounts receivable at September 29, 2012.

23

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: Specialty Lasers and Systems (“SLS”) and Commercial Lasers and Components (“CLC”). This segmentation reflects the go-to-market strategies for various products and markets. SLS develops and manufactures configurable, advanced performance products largely serving the microelectronics, scientific research and government programs and OEM components and instrumentation 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. 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, original equipment manufacturer (“OEM”) components and instrumentation and microelectronics.
 
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 increase our market share in the mid to high power material processing applications.
•
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 net sales. 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.

24

•
Streamline our manufacturing structure and improve our cost structure—We will focus on optimizing the mix of products that we manufacture internally and externally. We will utilize vertical integration where our internal manufacturing process is considered proprietary and seek to leverage external sources when the capabilities and cost structure are well developed and on a path towards commoditization.
•
Focus on long-term improvement of adjusted EBITDA, in dollars and as a percentage of net sales—We define adjusted EBITDA as operating income adjusted for depreciation, amortization, stock compensation expenses, major restructuring costs and certain other non-operating income and expense items. Key initiatives to reach our goals for EBITDA improvements include utilization of our Asian manufacturing locations, rationalizing our supply chain and continued leveraging of our infrastructure.


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 consolidated 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 consolidated financial statements and the reported amounts of net sales 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. See Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for our fiscal year ended September 29, 2012.
 

KEY PERFORMANCE INDICATORS
 
Below is a summary of some of the quantitative performance indicators (as defined below) that are evaluated by management to assess our financial performance. Some of the indicators are non-GAAP measures and should not be considered as an alternative to any other measure for determining operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.
 
Three Months Ended
 
 
 
 
 
June 29, 2013
 
June 30, 2012
 
Change
 
% Change
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Bookings
$
189,206

 
$
218,927

 
$
(29,721
)
 
(13.6
)%
Book-to-bill ratio
0.89

 
1.11

 
(0.22
)
 
(19.8
)%
Net sales—Specialty Lasers and Systems
$
149,466

 
$
140,407

 
$
9,059

 
6.5
 %
Net sales—Commercial Lasers and Components
$
64,259

 
$
55,976

 
$
8,283

 
14.8
 %
Gross profit as a percentage of net sales—
Specialty Lasers and Systems
40.3
%
 
42.7
%
 
(2.4
)%
 
(5.6
)%
Gross profit as a percentage of net sales—Commercial Lasers and Components
36.7
%
 
37.1
%
 
(0.4
)%
 
(1.1
)%
Research and development as a percentage of net sales
10.2
%
 
9.8
%
 
0.4
 %
 
4.1
 %
Income before income taxes
$
20,491

 
$
24,385

 
$
(3,894
)
 
(16.0
)%
Net cash provided by (used in) operating activities
$
(3,665
)
 
$
10,965

 
$
(14,630
)
 
(133.4
)%
Days sales outstanding in receivables
61.6

 
64.8

 
(3.2
)
 
(4.9
)%
Annualized third quarter inventory turns
3.1

 
2.9

 
0.2

 
6.9
 %
Capital spending as a percentage of net sales
2.3
%
 
5.5
%
 
(3.2
)%
 
(58.2
)%
Net income as a percentage of net sales
7.8
%
 
8.8
%
 
(1.0
)%
 
(11.4
)%
Adjusted EBITDA as a percentage of net sales
17.3
%
 
18.9
%
 
(1.6
)%
 
(8.5
)%
 

25

 
Nine Months Ended
 
 
 
 
 
June 29, 2013
 
June 30, 2012
 
Change
 
% Change
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Bookings
$
567,004

 
$
603,912

 
$
(36,908
)
 
(6.1
)%
Book-to-bill ratio
0.95

 
1.04

 
(0.09
)
 
(8.7
)%
Net sales—Specialty Lasers and Systems
$
423,608

 
$
414,338

 
$
9,270

 
2.2
 %
Net sales—Commercial Lasers and Components
$
173,377

 
$
166,096

 
$
7,281

 
4.4
 %
Gross profit as a percentage of net sales—
Specialty Lasers and Systems
41.6
%
 
42.9
%
 
(1.3
)%
 
(3.0
)%
Gross profit as a percentage of net sales—Commercial Lasers and Components
36.3
%
 
37.2
%
 
(0.9
)%
 
(2.4
)%
Research and development as a percentage of net sales
10.3
%
 
10.1
%
 
0.2
 %
 
2.0
 %
Income before income taxes
$
57,744

 
$
72,465

 
$
(14,721
)
 
(20.3
)%
Net cash provided by operating activities
$
66,759

 
$
43,711

 
$
23,048

 
52.7
 %
Capital spending as a percentage of net sales
2.6
%
 
5.3
%
 
(2.7
)%
 
(50.9
)%
Net income as a percentage of net sales
7.7
%
 
8.7
%
 
(1.0
)%
 
(11.5
)%
Adjusted EBITDA as a percentage of net sales
17.4
%
 
18.5
%
 
(1.1
)%
 
(5.9
)%

Definitions and analysis of these performance indicators are as follows:

Bookings and Book-to-Bill Ratio
 
Bookings represent orders received during the current period for products and services to be provided pursuant to service contracts. While we generally have not experienced a significant rate of cancellation, bookings are generally cancelable by our customers without substantial penalty and, therefore, we cannot assure all bookings will be converted to net sales.
 
The book-to-bill ratio is calculated as bookings for the period divided by net sales for the period.  This is an indication of the strength of our business but can sometimes be impacted by a single large order. A ratio of greater than 1.0 indicates that demand for our products is greater than what we supply in the period whereas a ratio of less than 1.0 indicates that demand for our products is less than what we supply in the period.
 
Bookings decreased 13.6% in the third quarter of fiscal 2013 compared to the same quarter one year ago, with decreases in the microelectronics market partially offset by increases in the materials processing, OEM components and instrumentation and scientific and government programs markets. The acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight during the first quarter of fiscal 2013 contributed $5.1 million to bookings. Compared to the second quarter of fiscal 2013, bookings decreased 6.3% with decreases in the OEM components and instrumentation and microelectronics markets partially offset by increases in the materials processing market. Our overall book-to-bill ratio was 0.89 in the third quarter of fiscal 2013.
 
Microelectronics
 
Microelectronics bookings decreased 35% compared to the same quarter one year ago due to timing of large excimer laser annealing orders for the flat panel display market and decreased 3% from bookings in the second quarter of fiscal 2013. Given these timing factors, the microelectronics book-to-bill ratio for the third quarter of fiscal 2013 was 0.79.
 
Flat panel display (FPD) orders in the third quarter of fiscal 2013 decreased 57% from the same quarter one year ago and 14% from orders in the second quarter of fiscal 2013 primarily due to timing of large excimer laser annealing orders for the flat panel display market. The trends within the FPD market are consistent with what we have reported previously. The rollout of low temperature poly-crystalline silicon (LTPS) annealing systems continues and we are negotiating the terms for the next round of orders. New systems will need to support wide quad extended graphics array (WQXGA) displays, which may require higher laser powers to maintain throughput levels. These displays will be utilized in premium smartphones and phablets. We have seen an increase in demand for UV lasers used in patterning one glass solution (OGS) panels. The use of OGS is expected to increase since it is thinner, lighter and less expensive to manufacture than other designs. Application development for cutting

26

of strengthened glass is very active with emphasis on the cut quality, speed and the ability to make rounded cuts with little to no post processing; we expect that Asian panel manufacturers will be at the forefront of this business. With respect to the TV market, Samsung has begun shipping a 55-inch, active-matrix organic light emitting diode (AMOLED)-based unit with a curved screen and a LTPS backplane. While it is currently an expensive device; we expect the price will decrease as capacity comes on-line and yields increase. The market remains strong for liquid crystal display (LCD) and AMOLED production from integrators for flat panel display manufacturers in Japan, Korea and China and we expect follow-on orders and continued fluctuations in order volumes on a quarterly basis.

Orders in the advanced packaging (API) market increased 60% from the same quarter one year ago and 18% from orders in the second quarter of fiscal 2013, signaling an overall recovery in the segment. Orders were very strong during the third quarter of fiscal 2013for CO2 lasers used in via drilling and UV lasers used in laser direct imaging and flex circuit manufacturing. We believe the strong demand is, in part, due to Chinese and Taiwanese PCB manufacturers ramping up for the new iPhone®. Products and technologies from Innolight and Lumera will play important roles in advanced packaging applications.

Orders from semiconductor capital equipment OEMs decreased 14% from the second quarter of fiscal 2013 as the market is being influenced by a number of factors heading into the second half of calendar 2013 and 2014. Industry analysts are forecasting rising utilization rates, which boosts capacity expansion and service revenues, due to increasing demand for advanced components for smartphones, tablets, set-top boxes and automotive electronics. Growth in these devices offsets continued deterioration of the PC market. Demand should also be bolstered by shifts within the IDM universe. The combination of these factors has led industry reports to project strong growth in equipment spending in fiscal 2014.

Materials Processing
 
Materials processing orders increased 49% compared to the same quarter one year ago and increased 16% from the second quarter of fiscal 2013, a second consecutive quarter of record bookings. The materials processing book-to-bill ratio for the third quarter of fiscal 2013 was 1.17.

Bookings were strong across most submarkets and product lines. Cutting and packaging for consumer devices drove orders for UV-marking and CO2-cutting lasers and orders for kilowatt class CO2 lasers were primarily from consumer packaging applications.

Our fiber laser programs are progressing and we are shipping one kilowatt lasers as previously announced; field deployment is going as expected. In the third quarter of fiscal 2013, we also shipped a three kilowatt prototype to a leading system integrator for metal cutting. The system delivers the required cutting speed and quality in a package considerably smaller than fiber lasers of comparable output power, thereby saving space on the production floor. In an OEM configuration, we believe our laser may fit inside the customer's tool.

OEM Components and Instrumentation
 
OEM Components and Instrumentation orders increased 7% compared to the same quarter one year ago but decreased 33% from the second quarter of fiscal 2013 with the sequential decrease driven largely by timing of volume orders from medical OEM accounts. The corresponding book-to-bill ratio for the third quarter of fiscal 2013 was 0.85.

Orders from medical OEM accounts were lower following a record-setting second quarter of fiscal 2013 that included a number of volume orders. The outlook in this market remains strong, with customers signaling increased demand. We have also broadened our opportunity through our recent acquisition as Lumera gives us immediate entry into the fast evolving cataract market, where we have been working on design wins and received a pilot order for cataract treatment. We are also working on a next generation laser for flap cutting in LASIK, which has the potential to displace much more complex and costly competitive offerings.

Bookings for the instrumentation market decreased 11% sequentially, but increased 46% compared to the third quarter of fiscal 2012. Orders remain strong, particularly from OEMs, despite the downward drag created by sequestration, which affects the research side of the instrumentation business. Part of the strength comes from new products including OBIS™ and Galaxy™ that have broadened our market participation while our legacy products such as Sapphire™ remain a cornerstone in the cytometry market.

Scientific and Government Programs
 

27

Scientific and government programs orders increased 7% compared to the same quarter one year ago and were flat from the second quarter of fiscal 2013. The book-to-bill for the third quarter of fiscal 2013 was 0.96.
 
Geographically, in the third quarter of fiscal 2013 we experienced softness in the U.S. and European research markets offset by a strong performance in China and benefits from current economic policies in Japan. Third quarter orders for life science applications continued to outpace investments in the physical sciences, especially in the U.S. where physical sciences are more heavily impacted by sequestration.

In the third quarter of fiscal 2013, we introduced a new member of our Vitara™ family. The Vitara Ultra Broadband is the first laser to simultaneously deliver pulses shorter than eight femtoseconds and provide adjustable bandwidth.

Net Sales
 
Net sales include sales of lasers, laser tools, related accessories and service contracts. Net sales for the third fiscal quarter increased 6.5% in our SLS segment and increased 14.8% in our CLC segment from the same quarter one year ago. Net sales for the first nine months increased 2.2% in our SLS segment and increased 4.4% in our CLC segment from the same period one year ago. For a description of the reasons for changes in net sales refer to the “Results of Operations” section of this quarterly report.

Gross Profit as a Percentage of Net Sales
 
Gross profit as a percentage of net sales (“gross profit percentage”) is calculated as gross profit for the period divided by net sales for the period.  Gross profit percentage in the third quarter decreased from 42.7% to 40.3% in our SLS segment and decreased from 37.1% to 36.7% in our CLC segment from the same quarter one year ago. Gross profit percentage in the first nine months decreased from 42.9% to 41.6% in our SLS segment and decreased from 37.2% to 36.3% in our CLC segment from the same period one year ago. For a description of the reasons for changes in gross profit refer to the “Results of Operations” section of this quarterly report.
 
Research and Development as a Percentage of Net Sales
 
Research and development as a percentage of net sales (“R&D percentage”) is calculated as research and development expense for the period divided by net sales for the period.  Management considers R&D percentage to be an important indicator in managing our business as investing in new technologies is a key to future growth.  R&D percentage increased to 10.2% from 9.8% in our third fiscal quarter and increased to 10.3% from 10.1% for the first nine months of fiscal 2013 compared to the same periods one year ago.  For a description of the reasons for changes in R&D spending refer to the “Results of Operations” section of this quarterly report.
 
Net Cash Provided by Operating Activities
 
Net cash provided by operating activities as reflected on our Condensed Consolidated Statements of Cash Flows primarily represents the excess of cash collected from billings to our customers and other receipts over cash paid to our vendors for expenses and inventory purchases to run our business.  We believe that cash flows from operations is an important performance indicator because cash generation over the long term is essential to maintaining a healthy business and providing funds to help fuel growth.  For a description of the reasons for changes in Net Cash Provided by Operating Activities refer to the “Liquidity and Capital Resources” section of this quarterly report.
 
Days Sales Outstanding in Receivables
 
We calculate days sales outstanding (“DSO”) in receivables as net receivables at the end of the period divided by net sales during the period and then multiplied by the number of days in the period, using 90 days for quarters.  DSO in receivables indicates how well we are managing our collection of receivables, with lower DSO in receivables resulting in higher working capital availability.  The more money we have tied up in receivables, the less money we have available for research and development, acquisitions, expansion, marketing and other activities to grow our business.  Our DSO in receivables for the third quarter of fiscal 2013 decreased 3.2 days from the same quarter one year ago primarily due to improved collections in Japan and Europe and a lower concentration of sales with longer payment terms in Japan, partially offset by a higher concentration of sales with longer payment terms in Korea and China.
 
Annualized Inventory Turns
 

28

We calculate annualized inventory turns as the cost of sales during the quarter annualized and divided by net inventories at the end of the period. This indicates how well we are managing our inventory levels, with higher inventory turns resulting in more working capital availability and a higher return on our investments in inventory. The more money we have tied up in inventory, the less money we have available for research and development, acquisitions, expansion, marketing and other activities to grow our business. Our annualized inventory turns for the third quarter of fiscal 2013 increased slightly by 0.2 turns from the same quarter one year ago primarily due to the impact of increased sales volumes in relation to inventory levels in certain businesses.

Capital Spending as a Percentage of Net Sales
 
Capital spending as a percentage of net sales (“capital spending percentage”) is calculated as capital expenditures for the period divided by net sales for the period.  Capital spending percentage indicates the extent to which we are expanding or improving our operations, including investments in technology and equipment.  Management monitors capital spending levels as this assists management in measuring our cash flows, net of capital expenditures. Our capital spending percentage decreased to 2.3% from 5.5% for the third quarter and to 2.6% from 5.3% for the first nine months of fiscal 2013 compared to the same periods one year ago. During fiscal 2012 we invested in manufacturing and refurbishment capacity in Germany and Korea.
 
Adjusted EBITDA as a Percentage of Net Sales

We define adjusted EBITDA as operating income adjusted for depreciation, amortization, stock compensation expenses, major restructuring costs and certain other non-operating income and expense items. Key initiatives to reach our goals for EBITDA improvements include utilization of our Asian manufacturing locations, rationalizing our supply chain and continued leveraging of our infrastructure.

We utilize a number of different financial measures, both GAAP and non-GAAP, such as adjusted EBITDA as a percentage of net sales, in analyzing and assessing our overall business performance, for making operating decisions and for forecasting and planning future periods. We consider the use of non-GAAP financial measures helpful in assessing our current financial performance and ongoing operations. While we use non-GAAP financial measures as a tool to enhance our understanding of certain aspects of our financial performance, we do not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. We provide adjusted EBITDA in order to enhance investors' understanding of our ongoing operations. This measure is used by some investors when assessing our performance.
Below is the reconciliation of our net income as a percentage of net sales to our adjusted EBITDA as a percentage of net sales:

 
Three Months Ended
 
Nine Months Ended
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
Net income as a percentage of net sales
7.8
%
 
8.8
%
 
7.7
%
 
8.7
%
Income tax expense
1.8
%
 
3.6
%
 
2.0
%
 
3.8
%
Interest and other income (expense), net
1.0
%
 
0.6
%
 
0.6
%
 
0.1
%
Depreciation and amortization
4.3
%
 
3.8
%
 
4.5
%
 
3.8
%
Inventory step up
0.2
%
 
—
%
 
0.2
%
 
—
%
Stock based compensation
2.2
%
 
2.1
%
 
2.4
%
 
2.1
%
Adjusted EBITDA as a percentage of net sales
17.3
%
 
18.9
%
 
17.4
%
 
18.5
%

SIGNIFICANT EVENTS
 
On October 30, 2012, we acquired all of the outstanding shares of Innolight for approximately $18.3 million, excluding transaction costs. Innolight provides a core technology building block for an emerging class of commercial, sub-nanosecond lasers for microelectronics manufacturing and its semiconductor-based architecture delivers pulsed output that can be amplified by conventional or fiber amplifiers to ultimately deliver infrared, green or ultraviolet light capable of processing a range of materials.

On December 20, 2012, we acquired all of the outstanding shares of Lumera for approximately $51.5 million, excluding transaction costs. Lumera manufactures ultrafast solid state lasers for microelectronics, OEM medical and materials processing applications.


29

On December 10, 2012, we announced that the Board of Directors approved a $1.00 per share special cash dividend on our outstanding common stock payable on December 27, 2012 to stockholders of record on December 19, 2012, resulting in a payment of $24.0 million.

RESULTS OF OPERATIONS
 
CONSOLIDATED SUMMARY
 
The following table sets forth, for the periods indicated, the percentage of total net sales represented by the line items reflected in our condensed consolidated statements of operations:
 
 
Three Months Ended
 
Nine Months Ended
 
 
June 29,
2013
 
June 30,
2012
 
June 29,
2013
 
June 30,
2012
 
Net sales
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
%
 
Cost of sales
61.0
 %
 
59.1
 %
 
60.3
 %
 
59.0
%
 
Gross profit
39.0
 %
 
40.9
 %
 
39.7
 %
 
41.0
%
 
Operating expenses:
 
 
 
 
 
 
 
 
Research and development
10.2
 %
 
9.8
 %
 
10.3
 %
 
10.1
%
 
Selling, general and administrative
18.1
 %
 
16.8
 %
 
18.9
 %
 
17.7
%
 
Amortization of intangible assets
0.6
 %
 
0.9
 %
 
0.7
 %
 
0.8
%
 
Total operating expenses
28.9
 %
 
27.5
 %
 
29.9
 %
 
28.6
%
 
Income from operations
10.1
 %
 
13.4
 %
 
9.8
 %
 
12.4
%
 
Other income (net)
(0.5
)%
 
(1.0
)%
 
(0.1
)%
 
0.1
%
 
Income before income taxes
9.6
 %
 
12.4
 %
 
9.7
 %
 
12.5
%
 
Provision for income taxes
1.8
 %
 
3.6
 %
 
2.0
 %
 
3.8
%
 
Net income
7.8
 %
 
8.8
 %
 
7.7
 %
 
8.7
%
 

Net income for the third quarter of fiscal 2013 was $16.7 million ($0.68 per diluted share) including $3.4 million of after-tax stock-related compensation expense, $2.2 million amortization of intangible assets and $0.3 million of purchase accounting adjustments related to inventory step up. Net income for the third quarter of fiscal 2012 was $17.2 million ($0.72 per diluted share) including $2.9 million of after-tax stock-related compensation expense and $1.2 million amortization of intangible assets. Net income for the first nine months of fiscal 2013 was $45.8 million ($1.87 per diluted share) including $10.5 million of after-tax stock-related compensation expense, $5.8 million amortization of intangible assets, $1.1 million of purchase accounting adjustments related to inventory step up and a benefit of $1.4 million related to the renewal of the federal research and development tax credits for fiscal 2012. Net income for the first nine months of fiscal 2012 was $50.4 million ($2.10 per diluted share) including $8.4 million of after-tax stock-related compensation expense, $3.5 million amortization of intangible assets and a $1.6 million net release of tax reserves and related interest as a result of the closure of open state tax years.
 
NET SALES
 
Market Application
 
The following tables set forth, for the periods indicated, the amount of net sales and their relative percentages of total net sales by market application (dollars in thousands):

30

 
Three Months Ended
 
June 29, 2013
 
June 30, 2012
 
Amount
 
Percentage
of total
 net sales
 
Amount
 
Percentage
 of total
 net sales
Consolidated:
 
 
 
 
 
 
 
Microelectronics
$
112,000

 
52.4
%
 
$
97,176

 
49.5
%
OEM components and instrumentation
37,358

 
17.5
%
 
35,678

 
18.2
%
Materials processing
34,415

 
16.1
%
 
28,423

 
14.4
%
Scientific and government programs
29,952

 
14.0
%
 
35,106

 
17.9
%
   Total
$
213,725

 
100.0
%
 
$
196,383

 
100.0
%

 
Nine Months Ended
 
June 29, 2013
 
June 30, 2012
 
Amount
 
Percentage
of total
 net sales
 
Amount
 
Percentage
 of total
 net sales
Consolidated:
 
 
 
 
 
 
 
Microelectronics
$
301,052

 
50.4
%
 
$
281,344

 
48.5
%
OEM components and instrumentation
114,130

 
19.1
%
 
109,486

 
18.8
%
Materials processing
90,002

 
15.1
%
 
78,280

 
13.5
%
Scientific and government programs
91,801

 
15.4
%
 
111,324

 
19.2
%
   Total
$
596,985

 
100.0
%
 
$
580,434

 
100.0
%

 Quarterly

Net sales for the third quarter of fiscal 2013 increased by $17.3 million, or 9%, including a decrease of $6.3 million due to the impact of foreign currency exchange rates, compared to the third quarter of fiscal 2012.  Net sales increased $6.7 million due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight during the first quarter of fiscal 2013. Sales increases in the microelectronics, materials processing and OEM components and instrumentation markets were partially offset by decreases in the scientific and government programs market.
 
The increase in the microelectronics market of $14.8 million, or 15%, was primarily due to higher shipments for flat panel display applications. Sales in the materials processing market increased $6.0 million, or 21%, primarily due to higher shipments for marking and hole drilling applications and the acquisition of Lumera at the end of the first quarter of fiscal 2013. The increase in the OEM components and instrumentation market of $1.7 million, or 5%, was due primarily to higher shipments for bio-instrumentation and medical applications (including the acquisition of Lumera at the end of the first quarter of fiscal 2013) partially offset by lower shipments for military and graphic arts and display applications. Sales in the scientific and government programs market decreased $5.2 million, or 15%, primarily due to lower demand for advanced research applications used by university and government research groups partly due to lower U.S. and global stimulus funding and budget cuts from government agencies.

Year-to-date

Net sales for the first nine months of fiscal 2013 increased by $16.6 million, or 3%, including a decrease of $11.4 million due to the impact of foreign currency exchange rates, compared to the first nine months of fiscal 2012. The increase includes an increase of $17.3 million due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight during the first quarter of fiscal 2013.

Sales increases in the microelectronics, materials processing and OEM components and instrumentation markets were partially offset by decreases in the scientific and government programs market.

The increase in the microelectronics market of $19.7 million, or 7%, was primarily due to higher sales in flat panel display applications partially offset by lower shipments for solar, micro materials processing, advanced packaging and semiconductor applications. Sales in the material processing market increased $11.7 million, or 15%, primarily due to higher shipments for

31

marking and cutting applications and the acquisition of Lumera at the end of the first quarter of fiscal 2013. The increase in the OEM components and instrumentation market of $4.6 million, or 4%, was due primarily to higher shipments for bio-instrumentation and medical (including the acquisition of Lumera at the end of the first quarter of fiscal 2013) applications partially offset by lower shipments for graphic arts and display applications. Sales in the scientific and government programs market decreased $19.5 million, or 18%, primarily due to lower demand for advanced research applications used by university and government research groups partly due to lower U.S. and global stimulus funding and budget cuts from government agencies.

Backlog represents orders which we expect to be shipped within 12 months. Orders used to compute backlog are generally cancelable and subject to rescheduling by our customers without substantial penalties. Historically, we have not experienced a significant rate of cancellation or rescheduling outside the 12 month period, though we cannot guarantee that the rate of cancellations or rescheduling will not increase in the future. We continue to have a sizable backlog of orders shippable within 12 months of $299.2 million at June 29, 2013, including a significant concentration in the flat panel display market (31%).

The timing for shipments of our higher average selling price excimer products in the flat panel display market have historically and are in the future expected to fluctuate from quarter-to-quarter due to customer scheduling, our ability to manufacture these products and/or availability of supplies.  As a result, the timing to convert orders for these products to net sales will likely fluctuate from quarter-to-quarter.

Segments
 
We are organized into two reportable operating segments: Specialty Lasers and Systems (“SLS”) and Commercial Lasers and Components (“CLC”). SLS develops and manufactures configurable, advanced-performance products largely serving the microelectronics, scientific research and government programs and OEM components and instrumentation markets. CLC focuses on higher volume products that are offered in set configurations. CLC’s primary markets include materials processing, OEM components and instrumentation and microelectronics.
 
The following tables set forth, for the periods indicated, the amount of net sales and their relative percentages of total net sales by segment (dollars in thousands):
 
Three Months Ended
 
June 29, 2013
 
June 30, 2012
 
Amount
 
Percentage
of total
net sales
 
Amount
 
Percentage
of total
net sales
Consolidated:
 
 
 
 
 
 
 
Specialty Lasers and Systems (SLS)
$
149,466

 
69.9
%
 
$
140,407

 
71.5
%
Commercial Lasers and Components (CLC)
64,259

 
30.1
%
 
55,976

 
28.5
%
   Total
$
213,725

 
100.0
%
 
$
196,383

 
100.0
%

 
Nine Months Ended
 
June 29, 2013
 
June 30, 2012
 
Amount
 
Percentage
of total
net sales
 
Amount
 
Percentage
of total
net sales
Consolidated:
 
 
 
 
 
 
 
Specialty Lasers and Systems (SLS)
$
423,608

 
71.0
%
 
$
414,338

 
71.4
%
Commercial Lasers and Components (CLC)
173,377

 
29.0
%
 
166,096

 
28.6
%
   Total
$
596,985

 
100.0
%
 
$
580,434

 
100.0
%

Quarterly

Net sales for the third quarter of fiscal 2013 increased by $17.3 million, or 9%, compared to the third quarter of fiscal 2012, with increases of $9.1 million, or 6%, in our SLS segment and increases of $8.3 million, or 15%, in our CLC segment.
 
The increase in our SLS segment sales included an increase of $6.7 million due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight during the first quarter of fiscal 2013. By market application, including Lumera, the

32

increase was primarily due to higher net sales for flat panel display, materials processing and medical applications partially offset by lower shipments for scientific and government programs as well as advanced packaging, micro materials processing and solar applications. The increase in our CLC segment sales was primarily due to higher advanced packaging, instrumentation and materials processing application sales. 

Year-to-date

Net sales for the first nine months of fiscal 2013 increased by $16.6 million, or 3%, compared to the first nine months of fiscal 2012, with increases of $9.3 million, or 2%, in our SLS segment and increases of $7.3 million, or 4%, in our CLC segment.
 
The increase in our SLS segment sales includes an increase of $17.3 million due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight during the first quarter of fiscal 2013. Excluding the acquisitions, SLS segment sales decreased due to lower shipments for scientific and government programs, advanced packaging, micro materials processing and solar applications partially offset by higher net sales for flat panel display and materials processing applications. The increase in our CLC segment sales was primarily due to higher instrumentation, advanced packaging, materials processing and medical application sales partially offset by lower military and scientific and government programs application sales.

GROSS PROFIT
 
Consolidated
 
Our gross profit rate decreased to 39.0% in the third quarter of fiscal 2013 from 40.9% in the third quarter of fiscal 2012 and decreased to 39.7% from 41.0% in the first nine months of fiscal 2013 compared to the same period one year ago.

The third quarter decrease in the gross profit rate of 1.9% was primarily due to unfavorable product margins (1.1%) resulting from the unfavorable impact of foreign exchange rates and unfavorable mix partially offset by the impact of favorable volumes net of higher than expected manufacturing costs related to the production of our complex flat panel annealing systems; higher intangibles amortization (0.7%) due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight in the first quarter of fiscal 2013; and higher other costs (0.5%) primarily due to inventory step up amortization from the acquisition of Lumera and higher inventory provisions, freight and duty as a percentage of sales partially offset by lower warranty costs (0.4%) due to lower warranty expenses as a percentage of net sales in the microelectronics market and lower warranty events in the scientific market.

The 1.3% decrease in the gross profit rate during the first nine months of fiscal 2013 was primarily due to unfavorable product margins (0.9%) resulting from the impact of lower volumes in several business units in the first two quarters of fiscal 2013, higher than expected manufacturing costs due to longer cycle times related to the production of our complex flat panel annealing systems and unfavorable mix in the instrumentation market net of favorable mix in the microelectronics market; higher intangibles amortization (0.5%) due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight in the first quarter of fiscal 2013; higher other costs (0.4%) primarily due to inventory step up amortization from the acquisition of Lumera and higher inventory provisions; and higher stock-related compensation expense (0.1%). The unfavorable product margin was partially offset by lower warranty costs (0.6%) due to lower warranty expenses as a percentage of net sales in the microelectronics market.

Our gross profit rate has been and will continue to be affected by a variety of factors including market mix, pricing on volume orders, our ability to manufacture advanced and more complex products, manufacturing efficiencies, excess and obsolete inventory write-downs, warranty costs, pricing by competitors or suppliers, new product introductions, production volume, customization and reconfiguration of systems, commodity prices and foreign currency fluctuations, particularly the recent weakening of the Japanese Yen.
 
Specialty Lasers and Systems
 
The gross profit rate in our SLS segment decreased to 40.3% in the third quarter of fiscal 2013 from 42.7% in the third quarter of fiscal 2012 and decreased to 41.6% from 42.9% in the first nine months of fiscal 2013 compared to the same period one year ago.

The 2.4% third quarter decrease in the gross profit rate was primarily due to unfavorable product costs (2.2%) resulting from the unfavorable impact of foreign exchange rates and higher than expected manufacturing costs related to the production of our complex flat panel annealing systems and higher intangibles amortization (0.9%) due to the acquisitions of Lumera at the end

33

of the first quarter of fiscal 2013 and Innolight in the first quarter of fiscal 2013. The unfavorable product costs were partially offset by lower warranty costs (0.7%) due to fewer warranty events and higher sales volumes.

The 1.3% decrease in the gross profit rate during the first nine months of fiscal 2013 was primarily due to unfavorable product costs (0.8%) resulting from the impact of lower volumes in several business units and higher than expected manufacturing costs due to longer cycle times related to the production of our complex flat panel annealing systems net of favorable mix in the microelectronics market, higher intangibles amortization (0.7%) due to the acquisitions of Lumera at the end of the first quarter of fiscal 2013 and Innolight in the first quarter of fiscal 2013 and higher other costs (0.4%) due to inventory step up amortization from the acquisition of Lumera and higher inventory provisions, partially offset by lower warranty costs (0.6%) due to fewer warranty events and higher sales volumes.

Commercial Lasers and Components

The gross profit rate in our CLC segment decreased to 36.7% in the third quarter of fiscal 2013 from 37.1% in the third quarter of fiscal 2012 and decreased to 36.3% from 37.2% in the first nine months of fiscal 2013 compared to the same period one year ago.

The 0.4% third quarter decrease in the gross profit rate was primarily due to higher other costs (1.8%) due to higher inventory provisions, freight and duty as a percentage of sales, higher warranty costs due to higher warranty events (0.4%) and higher intangibles amortization (0.1%) partially offset by favorable product costs (1.9%) resulting from the impact of higher volumes in the microelectronics and instrumentation markets net of unfavorable mix in the OEM components instrumentation market.

The 0.9% decrease in the gross profit rate during the first nine months of fiscal 2013 was primarily due to unfavorable product costs (0.9%) resulting from higher product cost and unfavorable mix in the OEM components and instrumentation market net of the impact of higher volumes, higher other costs (0.5%) due to higher inventory provisions, freight and duty as a percentage of sales and higher intangibles amortization (0.1%) partially offset by lower warranty costs due to fewer warranty events (0.6%).


OPERATING EXPENSES:
 
 
Three Months Ended
 
June 29, 2013
 
June 30, 2012
 
Amount
 
Percentage of
total net sales
 
Amount
 
Percentage of
total net sales
 
(Dollars in thousands)
Research and development
$
21,782

 
10.2
%
 
$
19,306

 
9.8
%
Selling, general and administrative
38,748

 
18.1
%
 
32,894

 
16.8
%
Amortization of intangible assets
1,290

 
0.6
%
 
1,723

 
0.9
%
Total operating expenses
$
61,820

 
28.9
%
 
$
53,923

 
27.5
%

 
Nine Months Ended
 
June 29, 2013
 
June 30, 2012
 
Amount
 
Percentage of
total net sales
 
Amount
 
Percentage of
total net sales
 
(Dollars in thousands)
Research and development
$
61,229

 
10.3
%
 
$
58,408

 
10.1
%
Selling, general and administrative
113,076

 
18.9
%
 
102,902

 
17.7
%
Amortization of intangible assets
4,086

 
0.7
%
 
4,970

 
0.8
%
Total operating expenses
$
178,391

 
29.9
%
 
$
166,280

 
28.6
%

Research and development

Quarterly


34

Research and development (“R&D”) expenses increased $2.5 million, or 13%, during the third fiscal quarter ended June 29, 2013 compared to the same quarter one year ago.  The increase was primarily due to the acquisitions of Lumera and Innolight in the first quarter of fiscal 2013 ($1.4 million), higher other spending on projects and headcount ($0.6 million), higher charges for increases in deferred compensation plan liabilities ($0.3 million) and lower net reimbursements from customers for development projects ($0.2 million).

On a segment basis as compared to the prior year period, SLS research and development spending increased $1.5 million primarily due to the acquisitions of Lumera and Innolight. CLC spending increased $0.6 million due to higher project spending. Corporate and other spending increased $0.4 million primarily due to higher charges for increases in deferred compensation plan liabilities.

Year-to-date

R&D expenses increased $2.8 million, or 5%, during the nine months ended June 29, 2013 compared to the same period one year ago. The increase for the first nine months was primarily due to the acquisitions of Lumera and Innolight in the first quarter of fiscal 2013 ($2.6 million), $0.3 million lower net reimbursements from customers for development projects and higher stock-related compensation expense ($0.2 million) partially offset by the favorable impact of foreign exchange rates ($0.3 million).

On a segment basis for the first nine months of fiscal 2013 as compared to the prior year period, SLS research and development spending increased $1.6 million primarily due to the acquisitions of Lumera and Innolight and lower net reimbursements from customers for development projects partially offset by lower project spending and the impact of foreign exchange rates. CLC project spending increased $0.8 million primarily due to higher payroll and other spending on projects. Corporate and other spending increased $0.4 million due to higher stock-related compensation expense.

Selling, general and administrative

Quarterly

Selling, general and administrative (“SG&A”) expenses increased $5.9 million or 18%, during the third fiscal quarter ended June 29, 2013 compared to the same quarter one year ago.  The increase was primarily due to $2.2 million higher other variable spending on consulting and legal costs, rep commissions, tradeshows and other; $1.5 million higher charges for increases in deferred compensation plan liabilities with the related expenses for decreases in deferred compensation assets recorded in other income (expense); the acquisitions of Lumera and Innolight in the first quarter of fiscal 2013 ($1.3 million); $1.0 million higher payroll spending due to higher variable compensation, higher sales commissions and increased salaries; and $0.3 million higher stock-related compensation expense partially offset by the favorable impact of foreign exchange rates ($0.4 million).

On a segment basis as compared to the prior year period, SLS segment expenses increased $2.4 million primarily due to the acquisitions of Lumera and Innolight, higher payroll spending and higher other variable spending. CLC spending increased $1.1 million primarily due to higher payroll and other variable spending.   Spending for Corporate and other increased $2.3 million primarily due to higher charges for increases in deferred compensation plan liabilities, higher payroll spending and higher stock-related compensation expense.

Year-to-date

SG&A expenses increased $10.2 million, or 10%, during the nine months ended June 29, 2013 compared to the same period one year ago. The increase for the first nine months was primarily due to $3.2 million higher payroll spending due to higher headcount and increased salaries, higher variable compensation and higher sales commissions; $2.3 million related to the acquisitions of Lumera and Innolight in the first quarter of fiscal 2013; $2.3 million higher other variable spending on consulting and legal costs, rep commissions, depreciation, tradeshows and other; $1.5 million higher stock-related compensation expense; $1.4 million higher charges for increases in deferred compensation plan liabilities with the related expenses for decreases in deferred compensation assets recorded in other income (expense); and increased spending on legal and consulting related to acquisitions ($0.6 million) partially offset by the favorable impact of foreign exchange rates ($1.1 million).

On a segment basis for the first nine months of fiscal 2013 as compared to the prior year period, SLS segment expenses increased $4.3 million primarily due to the acquisitions of Lumera and Innolight, higher other variable spending and higher payroll spending partially offset by the impact of foreign exchange rates. CLC spending increased $1.7 million primarily due to higher payroll and other variable spending. Spending for Corporate and other increased $4.3 million primarily due to higher

35

stock-related compensation expense, higher charges for increases in deferred compensation plan liabilities, higher headcount spending and higher legal and consulting related to acquisitions.

Amortization of intangible assets
 
Amortization of intangible assets decreased $0.4 million in the three months ended June 29, 2013 and decreased $0.9 million during the nine months ended June 29, 2013 compared to the same periods last year. The decrease for both the third quarter and the first nine months of fiscal 2013 was primarily due to the completion of amortization of certain intangibles from prior acquisitions partially offset by amortization from the acquisitions of Lumera and Innolight in the first quarter of fiscal 2013.
 
OTHER INCOME (EXPENSE) — NET
 
Other income, net of other expense, increased $1.0 million and decreased $1.6 million during the three and nine months ended June 29, 2013 compared to the same periods one year ago. The quarterly decrease in net other expense was primarily due to higher gains, net of expenses, on our deferred compensation plan assets ($2.1 million) partially offset by higher net foreign exchange losses ($1.1 million) due to the significant movement in the Japanese Yen in April and June 2013. The decrease in net other income for the first nine months of fiscal 2013 was primarily due to higher net foreign exchange losses ($3.1 million) due to the significant movement in the Japanese Yen at certain times in the first and third quarters of fiscal 2013 partially offset by $1.9 million higher gains, net of expenses, on our deferred compensation plan assets.
 
INCOME TAXES
 
The effective tax rate for the third quarter of fiscal 2013 of 18.6% and the effective tax rate of 20.6% for the nine months ended June 29, 2013 were lower than the statutory rate of 35% primarily due to permanent differences related to the benefit of income subject to foreign tax rates that are lower than U.S. tax rates including Korea and Singapore tax exemptions, the benefit of foreign tax credits, the benefit of the federal research and development tax credits including renewal of the federal research and development tax credits for fiscal 2012 and the benefit of releasing foreign tax reserves accrued under ASC 740-10 and related interest. These amounts are partially offset by deemed dividend inclusions under the Subpart F tax rules, stock compensation not deductible for tax purposes and limitations on the deductibility of compensation under IRC Section 162(m).
 
The effective tax rate for the third quarter of fiscal 2012 of 29.4% and the effective tax rate of 30.4% for the nine months ended June 30, 2012 were lower than the statutory rate of 35% primarily due to permanent differences related to the benefit of foreign tax credits, the benefit of income subject to foreign tax rates that are lower than U.S. tax rates, the benefit of releasing state tax reserves accrued under ASC 740-10 and related interest, the benefit of federal and California research and development tax credits, the benefit of a domestic production activities deduction and the benefit from the unrealized gain on life insurance policy investments related to our deferred compensation plans. These amounts are partially offset by deemed dividend inclusions under the Subpart F tax rules, a valuation allowance related to the release of state tax reserves accrued under ASC 740-10 for California research and development tax credits, state income taxes, limitations on the utilization of certain foreign losses, stock compensation not deductible for tax purposes and limitations on the deductibility of compensation under IRC Section 162(m).

DEFERRED INCOME TAXES

As of June 29, 2013, our condensed consolidated balance sheet included net deferred tax assets, before valuation allowance, of approximately $59.2 million, which consists of tax credit carryovers, accruals and reserves, competent authority offset to transfer pricing tax reserves, employee stock-based compensation expenses, 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 $10.3 million as of June 29, 2013. We intend to maintain the valuation allowance until sufficient positive evidence exists to support reversal of the valuation allowance.

LIQUIDITY AND CAPITAL RESOURCES
 
At June 29, 2013, we had assets classified as cash and cash equivalents, as well as time deposits and fixed income securities classified as short-term investments, in an aggregate amount of $201.7 million, compared to $224.9 million at September 29, 2012. At June 29, 2013, approximately $122.7 million of this cash and securities was held in certain of our foreign subsidiaries, $55.2 million of which was denominated in currencies other than the U.S. dollar. We currently have approximately $111.4

36

million of the cash, including investments in U.S. Treasury securities, held by our foreign subsidiaries where we intend to permanently reinvest our accumulated earnings in these entities and our current plans do not demonstrate a need for these funds to support our domestic operations. If, however, a portion of these funds were needed for and distributed to our operations in the United States, we would be subject to additional U.S. income taxes and foreign withholding taxes. The amount of the taxes due would depend on the amount and manner of repatriation, as well as the location from where the funds are repatriated. We actively monitor the third-party depository institutions that hold these assets, primarily focusing on the safety of principal and secondarily maximizing yield on these assets. We diversify our cash and cash equivalents and investments among various financial institutions, money market funds and sovereign debt in order to reduce our exposure should any one of these financial institutions or financial instruments fail or encounter difficulties. To date, we have not experienced any material loss or lack of access to our invested cash, cash equivalents or short-term investments. However, we can provide no assurances that access to our invested cash, cash equivalents or short-term investments will not be impacted by adverse conditions in the financial markets.

Sources and Uses of Cash
 
Historically, our primary source of cash has been provided by operations. Other sources of cash in the past three fiscal years include proceeds received from the sale of our stock through our employee stock option and purchase plans. Our historical uses of cash have primarily been for the repurchase of our common stock, capital expenditures, acquisitions of businesses and technologies and the payment of a cash dividend in the first quarter of fiscal 2013. Supplemental information pertaining to our historical sources and uses of cash is presented as follows and should be read in conjunction with our condensed consolidated statements of cash flows and the notes to condensed consolidated financial statements:
 
 
Nine Months Ended
 
June 29,
2013
 
June 30,
2012
 
(in thousands)
Net cash provided by operating activities
$
66,759

 
$
43,711

Sales of shares under employee stock plans
15,708

 
11,537

Repurchase of common stock
—

 
(24,999
)
Cash dividend paid on common stock
(24,040
)
 
—

Capital expenditures
(15,366
)
 
(30,613
)
Acquisition of businesses, net of cash acquired
(67,289
)
 
—

 
Net cash provided by operating activities increased by $23.0 million for the first nine months of fiscal 2013 compared to the same period one year ago. The increase in cash provided by operating activities was primarily due to lower purchases of inventories and accounts payable partially offset by timing of tax payments. We believe that our existing cash, cash equivalents and short term investments combined with cash to be provided by operating activities will be adequate to cover our working capital needs and planned capital expenditures for at least the next 12 months to the extent such items are known or are reasonably determinable based on current business and market conditions. However, we may elect to finance certain of our capital expenditure requirements through borrowings under our bank credit facilities or other sources of capital. We continue to follow our strategy to further strengthen our financial position by using available cash flow to fund operations.
 
We intend to continue pursuing acquisition opportunities at valuations we believe are reasonable based upon market conditions. However, we cannot accurately predict the timing, size and success of our acquisition efforts or our associated potential capital commitments. Furthermore, we cannot assure you that we will be able to acquire businesses on terms acceptable to us. We expect to fund future acquisitions through existing cash balances and cash flows from operations. If required, we will look for additional borrowings or consider the issuance of securities. The extent to which we will be willing or able to use our common stock to make acquisitions will depend on its market value at the time and the willingness of potential sellers to accept it as full or partial payment.
 
On December 10, 2012, we announced that the Board of Directors approved a $1.00 per share special cash dividend on our outstanding common stock payable on December 27, 2012 to stockholders of record on December 19, 2012, resulting in a payment of $24.0 million in the first quarter of fiscal 2013. We do not expect to pay any additional dividends in the foreseeable future.

During fiscal 2012, we repurchased and retired 543,200 shares of outstanding common stock at an average price of $45.99 per share for a total of $25.0 million, excluding expenses, completing the repurchase. On October 4, 2012, the Board of Directors

37

authorized the repurchase of up to $25.0 million of our common stock. No repurchases were made in the first nine months of fiscal 2013.

Additional sources of cash available to us were domestic and international currency lines of credit and bank credit facilities totaling $64.4 million as of June 29, 2013, of which $62.0 million was unused and available. These unsecured credit facilities were used in Europe and Japan during the first nine months of fiscal 2013. Our domestic line of credit consists of a $50 million unsecured revolving credit account with Union Bank of California, which expires on May 31, 2014 and is subject to covenants related to financial ratios and tangible net worth. No amounts have been drawn upon our domestic line of credit and $2.4 million of the international currency lines has been used as guarantees as of June 29, 2013.
 
Our ratio of current assets to current liabilities was 3.7:1 at June 29, 2013 compared to 4.0:1 at September 29, 2012. The decrease in our ratio is primarily due to decreases in cash and short-term investments and increases in accounts payable and other current liabilities net of lower taxes payable. Our cash and cash equivalents, short-term investments, working capital and debt obligations are as follows:
 
 
June 29, 2013
 
September 29, 2012
 
(in thousands)
Cash and cash equivalents
$
81,311

 
$
67,761

Short-term investments
120,371

 
157,168

Working capital
445,100

 
460,697

Total debt obligations
6

 
19

 
Contractual Obligations and Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements as defined under Regulation S-K of the Securities Act of 1933. Information regarding our long-term debt payments, operating lease payments, asset retirement obligations, purchase commitments with suppliers and purchase obligations is provided in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended September 29, 2012. There have been no material changes in contractual obligations outside of the ordinary course of business since September 29, 2012. Information regarding our other financial commitments at June 29, 2013 is provided in the notes to the condensed consolidated financial statements in this filing.
 
Changes in Financial Condition
 
Cash provided by operating activities during the first nine months of fiscal 2013 was $66.8 million, which included net income of $45.8 million, depreciation and amortization of $26.7 million, stock-based compensation expense of $14.3 million and $0.3 million other partially offset by cash used by operating assets and liabilities of $20.3 million.

Cash used in investing activities during the first nine months of fiscal 2013 was $46.2 million, which included $67.3 million used to acquire Lumera and Innolight and $15.2 million used to acquire property and equipment and improve buildings partially offset by $36.3 million net sales of available-for-sale securities.
 
Cash used by financing activities during the first nine months of fiscal 2013 was $12.5 million, which included a $24.0 million cash dividend on our common stock and $4.2 million other partially offset by $15.7 million generated from our employee stock option and stock purchase plans.
 
Changes in exchange rates during the first nine months of fiscal 2013 increased our cash balances by $5.5 million.
 
RECENT ACCOUNTING STANDARDS
 
See Note 2. “Recent Accounting Standards” in the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our condensed consolidated financial position, results of operations and cash flows.

38

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risk disclosures
 
We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes.
 
Interest rate sensitivity
 
A portion of our investment portfolio is composed of fixed income securities. These securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately (whether due to changes in overall market rates or credit worthiness of the issuers of our individual securities) and uniformly by 10% from levels at June 29, 2013, the fair value of the portfolio, based on quoted market prices in active markets involving similar assets, would decline by an immaterial amount due to their short-term maturities. We have the ability to generally hold our fixed income investments until maturity and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our securities portfolio. If necessary, we may sell short-term investments prior to maturity to meet our liquidity needs.
 
At June 29, 2013, the fair value of our available-for-sale debt securities was $120.4 million, all of which were classified as short-term investments.  Gross unrealized gains and losses on available-for-sale debt securities were $504,000 and $(18,000), respectively, at June 29, 2013.
 
Foreign currency exchange risk
 
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 net sales in other currencies, primarily the Japanese Yen, the Euro and the Korean Won. As a result, our earnings, cash flows and cash balances 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 three 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 trading purposes.
 
We do not anticipate any material adverse effect on our consolidated financial position, results of operations or cash flows resulting from the use of these instruments. There can be no assurance that these strategies will be effective or that transaction losses can be minimized or forecasted accurately. For example, the Japanese Yen has recently decreased significantly in value. While we model currency valuations and fluctuations, these may not ultimately be accurate. 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. In the current economic environment, the risk of failure of a financial party remains high.

At June 29, 2013, approximately $122.7 million of our cash, cash equivalents and short-term investments were held in certain of our foreign subsidiaries, $55.2 million of which was denominated in currencies other than the U.S. dollar.

A hypothetical 10% change in foreign currency rates on our forward contracts would not have a material impact on our results of operations, cash flows or financial position.
 
The following table provides information about our foreign exchange forward contracts at June 29, 2013. The table presents the weighted average contractual foreign currency exchange rates, the value of the contracts in U.S. dollars at the contract exchange rate as of the contract maturity date and fair value. The U.S. notional fair value represents the contracted amount valued at June 29, 2013 rates.
 

39

Forward contracts to sell (buy) foreign currencies (in thousands, except contract rates):
 
 
Average Contract
Rate
 
U.S. Notional
Contract Value
 
U.S. Notional
Fair Value
For US Dollars:
 
 
 
 
 
Euro
1.3237

 
$
(43,696
)
 
$
(43,115
)
Japanese Yen
96.8750

 
$
2,590

 
$
2,536

British Pound
1.5544

 
$
2,924

 
$
2,864

Korean Won
1,138.0000

 
$
12,929

 
$
12,872

Chinese Renminbi
6.1850

 
$
9,421

 
$
9,498

Singapore Dollar
1.2595

 
$
(1,471
)
 
$
(1,463
)
 
 
 
 
 
 
For Euros:
 
 
 
 
 
Japanese Yen
98.9501

 
$
8,548

 
$
8,691


40

ITEM 4. CONTROLS AND PROCEDURES
 
Management’s Evaluation of Disclosure Controls and Procedures
 
We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of June 29, 2013 (“Evaluation Date”).  The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
 
Changes in Internal Control over Financial Reporting
 
There was no change in our internal control over financial reporting that occurred during the quarter ended June 29, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Inherent Limitations over Internal Control
 
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP"). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:
 
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 


41

PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
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. Recently, IMRA America, Inc. (“Imra”) filed suit against two of our German subsidiaries alleging infringement of a German patent which had been licensed to Imra by the University of Michigan. 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, results of operations or cash flows, an adverse result in one or more matters could negatively affect our results in the period in which they occur.

Income Tax Audits
 
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 2010 are closed to examination. In our major state jurisdiction and our major foreign jurisdictions, the years prior to 2009 and 2006, respectively, are closed to examination. In December 2011 and January 2012, our three German subsidiaries received notices of tax audits for the fiscal years 2006 through 2010. We received a preliminary assessment for two of the German subsidiaries and the amount is immaterial; the audit for the other German subsidiary is currently in process.

Management believes that it has adequately provided for any adjustments that may result from tax examinations. The Company regularly engages in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions. It is reasonably possible that certain federal, foreign and state tax matters may be concluded in the next 12 months. Although the timing of the resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of net unrecognized tax benefits including interest and penalties at June 29, 2013 could be reduced by approximately $0.2 million to $2.4 million in the next 12 months.
ITEM 1A. RISK FACTORS

You should carefully consider the followings risks when considering an investment in our Common Stock. These risks could materially affect our business, results of operations or financial condition, cause the trading price of our Common Stock to decline materially or cause our actual results to differ materially from those expected or those expressed in any forward-looking statements made by us. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under “Forward-Looking Statements” and the risk of our businesses described elsewhere in this annual report. Additionally, these risks and uncertainties described herein are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our business, results of operations or financial conditions.

BUSINESS ENVIRONMENT AND INDUSTRY TRENDS
 
Risks Associated with Our Industry, Our Business and Market Conditions
 
Our operating results, including net sales, net income (loss) and adjusted EBITDA in dollars and as a percentage of net sales, as well as our stock price have varied in the past, and our future operating results will continue to be subject to quarterly and annual fluctuations based upon numerous factors, including those discussed in this Item 1A and throughout this report. Our stock price will continue to be subject to daily variations as well. Our future operating results and stock price may not follow any past trends or meet our guidance and expectations.
 
Our net sales and operating results, such as adjusted EBITDA percentage, net income (loss) and operating expenses, and our stock price have varied in the past and may vary significantly from quarter to quarter and from year to year in the future. We believe a number of factors, many of which are outside of our control, could cause these variations and make them difficult to predict, including:
 
•
general economic uncertainties in the macroeconomic and local economies facing us, our customers and the markets we serve;
 
•
fluctuations in demand for our products or downturns in the industries that we serve;
  

42

•
the ability of our suppliers, both internal and external, to produce and deliver components and parts, including sole or limited source components, in a timely manner, in the quantity, quality and prices desired;

•
the timing of conversion of bookings to net sales;

•
the concentration of a significant amount of our backlog, and resultant net sales, with a few customers;
 
•
cancellation of customer orders and rescheduling of shipments;

•
fluctuations in our product mix;
 
•
the ability of our customers' other suppliers to provide sufficient material to support our customers' products;
 
•
currency fluctuations and stability, in particular the Euro, the Japanese Yen, the Korean Won, the Chinese Renminbi and the US dollar as compared to other currencies;
 
•
commodity pricing;
 
•
introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricing pressures and other competitive factors;
 
•
our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;
 
•
our ability to manage our capacity and that of our suppliers;
 
•
our increased reliance on contract manufacturing;
 
•
the rate of market acceptance of our new products;
 
•
the ability of our customers to pay for our products;
 
•
expenses associated with acquisition-related activities;
 
•
seasonal sales trends;

•
access to applicable credit markets by us, our customers and their end customers;
 
•
delays or reductions in customer purchases of our products in anticipation of the introduction of new and enhanced products by us or our competitors;
 
•
our ability to control expenses;
 
•
the level of capital spending of our customers;
 
•
potential excess and/or obsolescence of our inventory;
 
•
costs and timing of adhering to current and developing governmental regulations and reviews relating to our products and business;
 
•
costs related to acquisitions of technology or businesses;
 
•
impairment of goodwill, intangible assets and other long-lived assets;
 
•
our ability to meet our expectations and forecasts and those of public market analysts and investors;
  
•
the availability of research funding by governments with regard to our customers in the scientific business, such as universities;
 

43

•
continued government spending on defense-related projects where we are a subcontractor;
  
•
maintenance of supply relating to products sold to the government on terms which we would prefer not to accept;
 
•
changes in policy, interpretations, or challenges to the allowability of costs incurred under government cost accounting standards;

•
damage to our reputation as a result of coverage in social media, Internet blogs or other media outlets;

•
managing our and other parties' compliance with contracts in multiple languages and jurisdictions;

•
managing our internal and third party sales representatives and distributors, including compliance with all applicable laws;

•
impact of government economic policies on macroeconomic conditions;

•
costs and expenses from litigation;

•
costs associated with designing around or payment of licensing fees associated with issued patents in our fields of business;

•
government support of the alternative energy industries, such as solar;
 
•
the future impact of legislation, rulemaking, and changes in accounting, tax, defense procurement, or export policies; and
 
•
distraction of management related to acquisition or divestment activities.

In addition, we often recognize a substantial portion of our sales in the last month of our fiscal quarters. Our expenses for any given quarter are typically based on expected sales and if sales are below expectations in any given quarter, the adverse impact of the shortfall on our operating results may be magnified by our inability to adjust spending quickly enough to compensate for the shortfall. We also base our manufacturing on our forecasted product mix for the quarter. If the actual product mix varies significantly from our forecast, we may not be able to fill some orders during that quarter, which would result in delays in the shipment of our products. Accordingly, variations in timing of sales, particularly for our higher priced, higher margin products, can cause significant fluctuations in quarterly operating results.
 
Due to these and other factors, such as varying product mix, we believe that quarter-to-quarter and year-to-year comparisons of our historical operating results may not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Our operating results in future quarters and years may be below public market analysts' or investors' expectations, which would likely cause the price of our stock to fall. In addition, over the past several years, the stock market has experienced extreme price and volume fluctuations that have affected the stock prices of many technology companies both in and outside our industry. There has not always been a direct correlation between this volatility and the performance of particular companies subject to these stock price fluctuations. Further, over the last twelve months, equity markets around the world have significantly fluctuated across most sectors. These factors, as well as general economic and political conditions or investors' concerns regarding the credibility of corporate financial statements, may have a material adverse effect on the market price of our stock in the future.
 
We are exposed to risks associated with worldwide economic conditions and related uncertainties which could negatively impact demand for our products and results of operations.
 
Volatility and disruption in the capital and credit markets, depressed consumer confidence, government economic policies, negative economic conditions, volatile corporate profits and reduced capital spending could negatively impact demand for our products. In particular, it is difficult to develop and implement strategy, sustainable business models and efficient operations, as well as effectively manage supply chain relationships in the face of such conditions including uncertainty regarding the ability of some of our suppliers to continue operations and provide us with uninterrupted supply flow. Our ability to maintain our research and development investments in our broad product offerings may be adversely impacted in the event that our sales decline and do not increase in the future. Spending and the timing thereof by consumers and businesses has a significant impact on our results and, where such spending is delayed or canceled, it could have a material negative impact on our operating results. The current global economic conditions remain uncertain and challenging. Weakness in our end markets could

44

negatively impact our net sales, gross margin and operating expenses, and consequently have a material adverse effect on our business, financial condition and results of operations.

Continued uncertainty in U.S. and global fiscal policy has likely had a recent adverse impact on global financial markets and overall economic activity. Should this uncertain financial policy continue, it would likely negatively impact global economic activity, including possibly sending the U.S. into a new recession. It would also likely have negative repercussions on U.S. and global credit and financial markets, and further exacerbate sovereign debt concerns in the European Union.  All of these factors would likely adversely impact the global demand for our products and the performance of our investments, and would likely have a material adverse effect on our business, results of operations and financial condition.

The financial turmoil which recently affected the banking system and financial markets continues to negatively impact financial institutions and has resulted in tighter credit markets, and lower levels of liquidity in some financial markets. There could be a number of follow-on effects from the tightened credit environment on our business, including the insolvency of key suppliers or their inability to obtain credit to finance development and/or manufacture products resulting in product delays; inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies; and failure of financial institutions negatively impacting our treasury functions. In the event our customers are unable to obtain credit or otherwise pay for our shipped products it could significantly impact our ability to collect on our outstanding accounts receivable. Other income and expense also could vary materially from expectations depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from revaluations of debt and equity securities and other investments; interest rates; cash balances; and changes in fair value of derivative instruments. Volatility in the financial markets and any overall economic uncertainty increase the risk that the actual amounts realized in the future on our financial instruments could differ significantly from the fair values currently assigned to them. Uncertainty about current global economic conditions could also continue to increase the volatility of our stock price.
 
In addition, political and social turmoil related to international conflicts, terrorist acts and civil unrest may put further pressure on economic conditions in the United States and abroad. Unstable economic, political and social conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions persist, our business, financial condition and results of operations could suffer. Additionally, unstable economic conditions can provide significant pressures and burdens on individuals, which could cause them to engage in inappropriate business conduct. See “Part I, Item 4. CONTROLS AND PROCEDURES.”

We depend on sole source or limited source suppliers, both internal and external, for some of our key components and materials, including exotic materials, certain cutting-edge optics and crystals, in our products, which make us susceptible to supply shortages or price fluctuations that could adversely affect our business.
 
We currently purchase several key components and materials used in the manufacture of our products from sole source or limited source suppliers, both internal and external. Our failure to timely receive these key components and materials, such as the large optics used in our flat panel display manufacturing applications, could cause delays in the shipment of our products. Some of these suppliers are relatively small private companies that may discontinue their operations at any time and which may be particularly susceptible to prevailing economic conditions. Some of our suppliers are located in regions which may be susceptible to natural disasters, such as the flooding in Thailand and the earthquake, tsunami and resulting nuclear disaster in Japan in recent years and last year's severe flooding and power loss in the Eastern part of the United States. We typically purchase our components and materials through purchase orders or agreed upon terms and conditions and we do not have guaranteed supply arrangements with many of these suppliers. Some of our products, particularly in the flat panel display industry, require designs and specifications which are at the cutting-edge of available technologies. Our and our customers' designs and specifications frequently change to meet rapidly evolving market demands. Accordingly certain of our products require components and supplies which may be technologically difficult and unpredictable to manufacture. These characteristics further pressure the timely delivery of such components. We may fail to obtain these supplies in a timely manner in the future. We may experience difficulty identifying alternative sources of supply for certain components used in our products and may have to incur expenses and management distraction in assisting our current and future suppliers to meet our and our customers' technical requirements. We would experience further delays while identifying, evaluating and testing the products of these potential alternative suppliers. Furthermore, financial or other difficulties faced by these suppliers or significant changes in demand for these components or materials could limit their availability. We continue to consolidate our supply base and move supplier locations. When we transition locations we may increase our inventory of such products as a “safety stock” during the transition, which may cause the amount of inventory reflected on our balance sheet to increase. Additionally, many of our customers rely on sole source suppliers. In the event of a disruption of our customers' supply chain, orders from our customers could decrease or be delayed.


45

Any interruption or delay in the supply of any of these components or materials, or the inability to obtain these components and materials from alternate sources at acceptable prices and within a reasonable amount of time, or our failure to properly manage these moves, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders. We have historically relied exclusively on our own production capability to manufacture certain strategic components, crystals, semiconductor lasers, lasers and laser-based systems. Because we manufacture, package and test these components, products and systems at our own facilities, and such components, products and systems are not readily available from other sources, any interruption in manufacturing would adversely affect our business. In addition, our failure to achieve adequate manufacturing yields of these items at our manufacturing facilities may materially and adversely affect our operating results and financial condition.

We participate in the microelectronics market, which requires significant research and development expenses to develop and maintain products and a failure to achieve market acceptance for our products could have a significant negative impact on our business and results of operations.
 
The microelectronics market is characterized by rapid technological change, frequent product introductions, the volatility of product supply and demand, changing customer requirements and evolving industry standards. The nature of this market requires significant research and development expenses to participate, with substantial resources invested in advance of material sales of our products to our customers in this market. Additionally, our product offerings may become obsolete given the frequent introduction of alternative technologies. In the event either our customers' or our products fail to gain market acceptance, or the microelectronics market fails to grow, it would likely have a significant negative effect on our business and results of operations.

We participate in the flat panel display market, which has a relatively limited number of end customer manufacturers.  Our backlog, timing of net sales and results of operations could be negatively impacted in the event our customers reschedule orders.

In the flat panel display market, there are a relatively limited number of manufacturers who are the end customers for our annealing products.  Given macroeconomic conditions, varying consumer demand and technical process limitations at manufacturers, our customers may seek to reschedule or cancel orders. Challenges in meeting evolving technological requirements for these complex products by us and our suppliers could also result in delays in shipments, rescheduled or canceled orders by our customers. This could negatively impact our backlog, timing of net sales and results of operations. 

Additionally, as our backlog includes higher average selling price flat panel display systems, any delays or cancellation of shipments could have a material adverse effect on the company's financial results.

Some of our laser systems are complex in design and may contain defects that are not detected until deployed by our customers, which could increase our costs and reduce our net sales.
 
Lasers and laser systems are inherently complex in design and require ongoing regular maintenance. The manufacture of our lasers, laser products and systems involves a highly complex and precise process. As a result of the technological complexity of our products, in particular the flat panel annealing systems, changes in our or our suppliers' manufacturing processes or the inadvertent use of defective materials by us or our suppliers could result in a material adverse effect on our ability to achieve acceptable manufacturing yields and product reliability. To the extent that we do not achieve and maintain our projected yields or product reliability, our business, operating results, financial condition and customer relationships would be adversely affected. We provide warranties on a majority of our product sales, and reserves for estimated warranty costs are recorded during the period of sale. The determination of such reserves requires us to make estimates of failure rates and expected costs to repair or replace the products under warranty. We typically establish warranty reserves based on historical warranty costs for each product line. 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 which could have an adverse effect on our results of operations.
 
Our customers may discover defects in our products after the products have been fully deployed and operated under the end user's peak stress conditions. In addition, some of our products are combined with products from other vendors, which may contain defects. As a result, should problems occur, it may be difficult to identify the source of the problem. If we are unable to identify and fix defects or other problems, we could experience, among other things:
 
•
loss of customers or orders;
 
•
increased costs of product returns and warranty expenses;
 

46

•
damage to our brand reputation;
 
•
failure to attract new customers or achieve market acceptance;
 
•
diversion of development and engineering resources; and
 
•
legal actions by our customers and/or their end users.
 
The occurrence of any one or more of the foregoing factors could seriously harm our business, financial condition and results of operations.

Continued volatility in the semiconductor manufacturing industry could adversely affect our business, financial condition and results of operations.
 
A portion of our net sales in the microelectronics market depend on the demand for our products by semiconductor equipment companies. The semiconductor market has historically been characterized by sudden and severe cyclical variations in product supply and demand, which have often severely affected the demand for semiconductor manufacturing equipment, including laser-based tools and systems. The timing, severity and duration of these market cycles are difficult to predict, and we may not be able to respond effectively to these cycles. The continuing uncertainty in this market severely limits our ability to predict our business prospects or financial results in this market.
 
During industry downturns, our net sales from this market may decline suddenly and significantly. Our ability to rapidly and effectively reduce our cost structure in response to such downturns is limited by the fixed nature of many of our expenses in the near term and by our need to continue our investment in next-generation product technology and to support and service our products. In addition, due to the relatively long manufacturing lead times for some of the systems and subsystems we sell to this market, we may incur expenditures or purchase raw materials or components for products we cannot sell. Accordingly, downturns in the semiconductor capital equipment market may materially harm our operating results. Conversely, when upturns in this market occur, we must be able to rapidly and effectively increase our manufacturing capacity to meet increases in customer demand that may be extremely rapid, and if we fail to do so we may lose business to our competitors and our relationships with our customers may be harmed.

Our cash and cash equivalents and short-term investments are managed through various banks around the world and volatility in the capital and credit market conditions could cause financial institutions to fail or materially harm service levels provided by such banks, both of which could have an adverse affect on our ability to timely access funds.
 
World capital and credit markets have been and may continue to experience volatility and disruption. In some cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers, as well as pressured the solvency of some financial institutions. These financial institutions, including banks, have had difficulty timely performing regular services and in some cases have failed or otherwise been largely taken over by governments. We maintain our cash, cash equivalents and short-term investments with a number of financial institutions around the world. Should some or all of these financial institutions fail or otherwise be unable to timely perform requested services, we would likely have a limited ability to timely access our cash deposited with such institutions, or, in extreme circumstances the failure of such institutions could cause us to be unable to access cash for the foreseeable future. If we are unable to quickly access our funds when we need them, we may need to increase the use of our existing credit lines or access more expensive credit, if available. If we are unable to access our cash or if we access existing or additional credit or are unable to access additional credit, it could have a negative impact on our operations, including our reported net income.
 
We are exposed to credit risk and fluctuations in the market values of our investment portfolio.
 
Although we have not recognized any material losses on our cash, cash equivalents and short-term investments, future declines in their market values could have a material adverse effect on our financial condition and operating results. Given the global nature of our business, we have investments both domestically and internationally. There has recently been growing pressure on the creditworthiness of sovereign nations, particularly in Europe where a significant portion of our cash, cash equivalents and short-term investments are invested, which results in corresponding pressure on the valuation of the securities issued by such nations. Additionally, our overall investment portfolio is often concentrated in certificates of deposit and money market funds. We maintain a mix of government-issued securities. Credit ratings and pricing of these investments can be negatively impacted by liquidity, credit deterioration or losses, financial results, or other factors. Additionally, liquidity issues or political actions by sovereign nations could result in decreased values for our investments in certain government securities. As a result, the value or liquidity of our cash, cash equivalents and short-term investments could decline or become materially impaired, which could

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have a material adverse effect on our financial condition and operating results. See “Item 3. Quantitative and Qualitative Disclosures about Market Risk.”

Our future success depends on our ability to increase our sales volumes and decrease our costs to offset potential declines in the average selling prices (“ASPs”) of our products and, if we are unable to realize greater sales volumes and lower costs, our operating results may suffer.
 
Our ability to increase our sales volume and our future success depends on the continued growth of the markets for lasers, laser systems and related accessories, as well as our ability to identify, in advance, emerging markets for laser-based systems. We cannot assure you that we will be able to successfully identify, on a timely basis, new high-growth markets in the future. Moreover, we cannot assure you that new markets will develop for our products or our customers' products, or that our technology or pricing will enable such markets to develop. Future demand for our products is uncertain and will depend to a great degree on continued technological development and the introduction of new or enhanced products. If this does not continue, sales of our products may decline and our business will be harmed.
 
We have in the past experienced decreases in the ASPs of some of our products. As competing products become more widely available, the ASPs of our products may decrease. If we are unable to offset any decrease in our ASPs by increasing our sales volumes, our net sales will decline. In addition, to maintain our gross margins, we must continue to reduce the cost of manufacturing our products while maintaining their high quality. From time to time, our products, like many complex technological products, may fail in greater frequency than anticipated. This can lead to further charges, which can result in higher costs, lower gross margins and lower operating results. Furthermore, as ASPs of our current products decline, we must develop and introduce new products and product enhancements with higher margins. If we cannot maintain our gross margins, our operating results could be seriously harmed, particularly if the ASPs of our products decrease significantly.

Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.
 
Our current products address a broad range of commercial and scientific research applications in the photonics markets. We cannot assure you that the market for these applications will continue to generate significant or consistent demand for our products. Demand for our products could be significantly diminished by disrupting technologies or products that replace them or render them obsolete. Furthermore, the new and enhanced products in certain markets generally continue to be smaller in size and have lower ASPs, and therefore, we have to sell more units to maintain revenue levels. Accordingly, we must continue to invest in research and development in order to develop competitive products.
 
Our future success depends on our ability to anticipate our customers' needs and develop products that address those needs. Introduction of new products and product enhancements will require that we effectively transfer production processes from research and development to manufacturing and coordinate our efforts with those of our suppliers to achieve volume production rapidly. If we fail to transfer production processes effectively, develop product enhancements or introduce new products in sufficient quantities to meet the needs of our customers as scheduled, our net sales may be reduced and our business may be harmed.

We face risks associated with our foreign operations and sales that could harm our financial condition and results of operations.
 
For the three and nine months ended June 29, 2013, 79% and 77% of our net sales were derived from customers outside of the United States. For fiscal 2012, fiscal 2011 and fiscal 2010, 76%, 74%, and 67%, respectively, of our net sales were derived from customers outside of the United States. We anticipate that foreign sales, particularly in Asia, will continue to account for a significant portion of our net sales in the foreseeable future.

A global economic slowdown or a natural disaster could have a negative effect on various foreign markets in which we operate, such as the earthquake, tsunami and resulting nuclear disaster during fiscal 2011 in Japan and last year's flooding in Thailand. Such a slowdown may cause us to reduce our presence in certain countries, which may negatively affect the overall level of business in such countries. Our foreign sales are primarily through our direct sales force. Additionally, some foreign sales are made through foreign distributors and resellers. Our foreign operations and sales are subject to a number of risks, including:
 
•
longer accounts receivable collection periods;
 
•
the impact of recessions and other economic conditions in economies outside the United States;
 

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•
unexpected changes in regulatory requirements;
 
•
certification requirements;
 
•
environmental regulations;
 
•
reduced protection for intellectual property rights in some countries;
 
•
potentially adverse tax consequences;
 
•
political and economic instability;
  
•
import/export regulations, tariffs and trade barriers;
 
•
compliance with applicable United States and foreign anti-corruption laws;
 
•
cultural and management differences;
 
•
preference for locally produced products; and
 
•
shipping and other logistics complications.
 
Our business could also be impacted by international conflicts, terrorist and military activity, civil unrest and pandemic illness which could cause a slowdown in customer orders or cause customer order cancellations.
 
We are also subject to the risks of fluctuating foreign currency exchange rates, which could materially adversely affect the sales price of our products in foreign markets, as well as the costs and expenses of our foreign subsidiaries. While we use forward exchange contracts and other risk management techniques to hedge our foreign currency exposure, we remain exposed to the economic risks of foreign currency fluctuations.
 
We may not be able to protect our proprietary technology which could adversely affect our competitive advantage.
 
Maintenance of intellectual property rights and the protection thereof is important to our business. We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. We cannot assure you that our patent applications will be approved, that any patents that may be issued will protect our intellectual property or that any issued patents will not be challenged by third parties. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Further, we may be required to enforce our intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which we are unaware that could be pertinent to our business and it is not possible for us to know whether there are patent applications pending that our products might infringe upon since these applications are often not publicly available until a patent is issued or published.
 
We may, in the future, be subject to claims or litigation from third parties, for claims of infringement of their proprietary rights or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors or other rights holders. These claims could result in costly litigation and the diversion of our technical and management personnel. Adverse resolution of litigation may harm our operating results or financial condition.
 
In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. This has been seen in our industry, for example in the recently concluded patent-related litigation between Imra and IPG Photonics Corporation and in Imra's recently brought litigation against two of our German subsidiaries. From time to time, like many other technology companies, we have received communications from other parties asserting the existence of patent rights, copyrights, trademark rights or other intellectual property rights which such third parties believe may cover certain of our products, processes, technologies or information. In the future, we may be a party to litigation to protect our intellectual property or as a result of an alleged infringement of others' intellectual property whether through direct claims or by way of indemnification claims of our customers, as, in some cases, we contractually agree to indemnify our customers against third-party infringement claims relating to our products. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages or invalidation of our proprietary rights. These lawsuits, regardless of their success, would

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likely be time-consuming and expensive to resolve and would divert management time and attention. Any potential intellectual property litigation could also force us to do one or more of the following:
 
•
 stop manufacturing, selling or using our products that use the infringed intellectual property;
 
•
obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, although such license may not be available on reasonable terms, or at all; or
 
•
redesign the products that use the technology.
 
If we are forced to take any of these actions or are otherwise a party to lawsuits of this nature, we may incur significant losses for which we do not have insurance and our business may be seriously harmed. We do not have insurance to cover potential claims of this type.
 
If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.
 
Under accounting principles generally accepted in the United States, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered include a change in circumstances indicating that the carrying value of our goodwill or other intangible assets may not be recoverable include declines in our stock price and market capitalization or future cash flows projections. We recorded a charge during the fourth quarter of fiscal 2012 related to the impairment of intangibles in our SLS operating segment relating to the decision to discontinue the legacy Hypertronics products. A decline in our stock price, or any other adverse change in market conditions, particularly if such change has the effect of changing one of the critical assumptions or estimates we used to calculate the estimated fair value of our reporting units, could result in a change to the estimation of fair value that could result in an impairment charge. Any such material charges, whether related to goodwill or purchased intangible assets, may have a material negative impact on our financial and operating results.
 
We depend on skilled personnel to operate our business effectively in a rapidly changing market, and if we are unable to retain existing or hire additional personnel when needed, our ability to develop and sell our products could be harmed.
 
Our ability to continue to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful in the future. Recruiting and retaining highly skilled personnel in certain functions continues to be difficult. At certain locations where we operate, the cost of living is extremely high and it may be difficult to retain key employees and management at a reasonable cost. We may not be successful in attracting, assimilating or retaining qualified personnel to fulfill our current or future needs. Our failure to attract additional employees and retain our existing employees could adversely affect our growth and our business.
 
Our future success depends upon the continued services of our executive officers and other key engineering, sales, marketing, manufacturing and support personnel, any of whom may leave, which could harm our business and our results of operations.
 
The long sales cycles for our products may cause us to incur significant expenses without offsetting net sales.
 
Customers often view the purchase of our products as a significant and strategic decision. As a result, customers typically expend significant effort in evaluating, testing and qualifying our products before making a decision to purchase them, resulting in a lengthy initial sales cycle. While our customers are evaluating our products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses to customize our products to the customers' needs. We may also expend significant management efforts, increase manufacturing capacity and order long lead-time components or materials prior to receiving an order. Even after this evaluation process, a potential customer may not purchase our products. As a result, these long sales cycles may cause us to incur significant expenses without ever receiving net sales to offset such expenses.

The markets in which we sell our products are intensely competitive and increased competition could cause reduced sales levels, reduced gross margins or the loss of market share.
 
Competition in the various photonics markets in which we provide products is very intense. We compete against a number of large public and private companies, including CVI Melles Griot, Cymer, Inc., GSI Group, Inc., IPG Photonics Corporation, JDS Uniphase Corporation, Newport Corporation, Rofin-Sinar Technologies, Inc., and Trumpf GmbH, as well as other smaller companies. Some of our competitors are large companies that have significant financial, technical, marketing and other

50

resources. These competitors may be able to devote greater resources than we can to the development, promotion, sale and support of their products. Some of our competitors are much better positioned than we are to acquire other companies in order to gain new technologies or products that may displace our product lines. Any of these acquisitions could give our competitors a strategic advantage. Any business combinations or mergers among our competitors, forming larger companies with greater resources, could result in increased competition, price reductions, reduced margins or loss of market share, any of which could materially and adversely affect our business, results of operations and financial condition.
 
Additional competitors may enter the markets in which we serve, both foreign and domestic, and we are likely to compete with new companies in the future. We may encounter potential customers that, due to existing relationships with our competitors, are committed to the products offered by these competitors. Further, our current or potential customers may determine to develop and produce products for their own use which are competitive to our products. As a result of the foregoing factors, we expect that competitive pressures may result in price reductions, reduced margins, loss of sales and loss of market share. In addition, in markets where there are a limited number of customers, competition is particularly intense.

If we fail to accurately forecast component and material requirements for our products, we could incur additional costs and incur significant delays in shipments, which could result in a loss of customers.
 
We use rolling forecasts based on anticipated product orders and material requirements planning systems to determine our product requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. We depend on our suppliers for most of our product components and materials. Lead times for components and materials that we order vary significantly and depend on factors including the specific supplier requirements, the size of the order, contract terms and current market demand for components. For substantial increases in our sales levels of certain products, some of our suppliers may need at least nine months lead-time. If we overestimate our component and material requirements, we may have excess inventory, which would increase our costs. If we underestimate our component and material requirements, we may have inadequate inventory, which could interrupt and delay delivery of our products to our customers. Any of these occurrences would negatively impact our net sales, business or operating results. 

Our increased reliance on contract manufacturing and other outsourcing may adversely impact our financial results and operations due to our decreased control over the performance and timing of certain aspects of our manufacturing.
 
Our manufacturing strategy includes partnering with contract manufacturers to outsource non-core subassemblies and less complex turnkey products, including some performed at international sites located in Asia and Eastern Europe. Additionally, we have outsourced the manufacture of certain of our optics components to certain third parties. Our ability to resume internal manufacturing operations for certain products and components in a timely manner may be eliminated. The cost, quality, performance and availability of contract manufacturing operations are and will be essential to the successful production and sale of many of our products. Our financial condition or results of operation could be adversely impacted if any contract manufacturer or other supplier is unable for any reason, including as a result of the impact of worldwide economic conditions, to meet our cost, quality, performance, and availability standards. We may not be able to provide contract manufacturers with product volumes that are high enough to achieve sufficient cost savings. If shipments fall below forecasted levels, we may incur increased costs or be required to take ownership of the inventory. Also, our ability to control the quality of products produced by contract manufacturers may be limited and quality issues may not be resolved in a timely manner, which could adversely impact our financial condition or results of operations.

If we fail to effectively manage our growth or, alternatively, our spending during downturns, our business could be disrupted, which could harm our operating results.
 
Growth in sales, combined with the challenges of managing geographically dispersed operations, can place a significant strain on our management systems and resources, and our anticipated growth in future operations could continue to place such a strain. The failure to effectively manage our growth could disrupt our business and harm our operating results. Our ability to successfully offer our products and implement our business plan in evolving markets requires an effective planning and management process. In economic downturns, we must effectively manage our spending and operations to ensure our competitive position during the downturn, as well as our future opportunities when the economy improves, remain intact. The failure to effectively manage our spending and operations could disrupt our business and harm our operating results.
 
Historically, acquisitions have been an important element of our strategy. However, we may not find suitable acquisition candidates in the future and we may not be able to successfully integrate and manage acquired businesses. Any acquisitions we make could disrupt our business and harm our financial condition.
 

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We have in the past made strategic acquisitions of other corporations and entities, as well as asset purchases, and we continue to evaluate potential strategic acquisitions of complementary companies, products and technologies. In the event of any future acquisitions, we could:
 
•
issue stock that would dilute our current stockholders' percentage ownership;
 
•
pay cash that would decrease our working capital;
 
•
incur debt;
 
•
assume liabilities; or
 
•
incur expenses related to impairment of goodwill and amortization.
 
Acquisitions also involve numerous risks, including:
 
•
problems combining the acquired operations, systems, technologies or products;
 
•
an inability to realize expected operating efficiencies or product integration benefits;
 
•
difficulties in coordinating and integrating geographically separated personnel, organizations, systems and facilities;
 
•
difficulties integrating business cultures;
 
•
unanticipated costs or liabilities, including the costs associated with improving the internal controls of the acquired company;
 
•
diversion of management's attention from our core businesses;
 
•
adverse effects on existing business relationships with suppliers and customers;
 
•
potential loss of key employees, particularly those of the purchased organizations;
 
•
incurring unforeseen obligations or liabilities in connection with acquisitions; and
 
•
the failure to complete acquisitions even after signing definitive agreements which, among other things, would result in the expensing of potentially significant professional fees and other charges in the period in which the acquisition or negotiations are terminated.
 
We cannot assure you that we will be able to successfully identify appropriate acquisition candidates, to integrate any businesses, products, technologies or personnel that we might acquire in the future or achieve the anticipated benefits of such transactions, which may harm our business.

We are exposed to lawsuits in the normal course of business which could have a material adverse effect on our business, operating results, or financial condition.
 
We are exposed to lawsuits in the normal course of our business, including product liability claims, if personal injury, death or commercial losses occur from the use of our products. While we typically maintain business insurance, including directors' and officers' policies, litigation can be expensive, lengthy, and disruptive to normal business operations, including the potential impact of indemnification obligations for individuals named in any such lawsuits. We may not, however, be able to secure insurance coverage on terms acceptable to us in the future. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit, including a recall or redesign of products if ultimately determined to be defective, could have a material adverse effect on our business, operating results, or financial condition.
 
We use standard laboratory and manufacturing materials that could be considered hazardous and we could be liable for any damage or liability resulting from accidental environmental contamination or injury.
 
Although most of our products do not incorporate hazardous or toxic materials and chemicals, some of the gases used in our excimer lasers and some of the liquid dyes used in some of our scientific laser products are highly toxic. In addition, our

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operations involve the use of standard laboratory and manufacturing materials that could be considered hazardous. Also, if a facility fire were to occur at our Sunnyvale, California site and were to spread to a reactor used to grow semiconductor wafers, it could release highly toxic emissions. We believe that our safety procedures for handling and disposing of such materials comply with all federal, state and offshore regulations and standards. However, the risk of accidental environmental contamination or injury from such materials cannot be entirely eliminated. In the event of such an accident involving such materials, we could be liable for damages and such liability could exceed the amount of our liability insurance coverage and the resources of our business which could have an adverse effect on our financial results or our business as a whole.
 
Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.
 
We are subject to a variety of federal, state, local and foreign environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process or requiring design changes or recycling of products we manufacture. If we fail to comply with any present and future regulations, we could be subject to future liabilities, the suspension of production or a prohibition on the sale of products we manufacture. In addition, such regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment, or to incur other significant expenses to comply with environmental regulations, including expenses associated with the recall of any non-compliant product and the management of historical waste.
 
From time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be implemented and enforced. We continue to evaluate the necessary steps for compliance with regulations as they are enacted. These regulations include, for example, the Registration, Evaluation, Authorization and Restriction of Chemical substances (“REACH”), the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (“RoHS”) and the Waste Electrical and Electronic Equipment Directive (“WEEE”) enacted in the European Union which regulate the use of certain hazardous substances in, and require the collection, reuse and recycling of waste from, certain products we manufacture. This and similar legislation that has been or is in the process of being enacted in Japan, China, Korea and various states of the United States may require us to re-design our products to ensure compliance with the applicable standards, for example by requiring the use of different types of materials. These redesigns or alternative materials may detrimentally impact the performance of our products, add greater testing lead-times for product introductions or have other similar effects. We believe we comply with all such legislation where our products are sold and we will continue to monitor these laws and the regulations being adopted under them to determine our responsibilities. In addition, we are monitoring legislation relating to the reduction of carbon emissions from industrial operations to determine whether we may be required to incur any additional material costs or expenses associated with our operations. We are not currently aware of any such material costs or expenses. The SEC has recently promulgated rules requiring disclosure regarding the use of certain “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries and procedures regarding a manufacturer's efforts to prevent the sourcing of such minerals. The implementation of such rules may require significant additional expense, particularly in the event that only a limited pool of suppliers are available to certify that products are free from “conflict minerals.” Our failure to comply with any of the foregoing regulatory requirements or contractual obligations could result in our being directly or indirectly liable for costs, fines or penalties and third-party claims, and could jeopardize our ability to conduct business in the United States and foreign countries.

Our and our customers' operations would be seriously harmed if our logistics or facilities or those of our suppliers, our customers' suppliers or our contract manufacturers were to experience catastrophic loss.
 
Our and our customers' operations, logistics and facilities and those of our suppliers and contract manufacturers could be subject to a catastrophic loss from fire, flood, earthquake, volcanic eruption, work stoppages, power outages, acts of war, pandemic illnesses, energy shortages, theft of assets, other natural disasters or terrorist activity. A substantial portion of our research and development activities, manufacturing, our corporate headquarters and other critical business operations are located near major earthquake faults in Santa Clara, California, an area with a history of seismic events. Any such loss or detrimental impact to any of our operations, logistics or facilities could disrupt our operations, delay production, shipments and net sales and result in large expenses to repair or replace the facility. While we have obtained insurance to cover most potential losses, after reviewing the costs and limitations associated with earthquake insurance, we have decided not to procure such insurance. We believe that this decision is consistent with decisions reached by numerous other companies located nearby. We cannot assure you that our existing insurance coverage will be adequate against all other possible losses.
Difficulties with our enterprise resource planning (“ERP”) system and other parts of our global information technology system could harm our business and results of operation. If our network security measures are breached and unauthorized access is obtained to a customer's data or our data or our information technology systems, we may incur significant legal and financial exposure and liabilities.

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Like many modern multinational corporations, we maintain a global information technology system, including software products licensed from third parties. Any system, network or Internet failures, misuse by system users, the hacking into or disruption caused by the unauthorized access by third parties or loss of license rights could disrupt our ability to timely and accurately manufacture and ship products or to report our financial information in compliance with the timelines mandated by the SEC. Any such failure, misuse, hacking, disruptions or loss would likely cause a diversion of management's attention from the underlying business and could harm our operations. In addition, a significant failure of our global information technology system could adversely affect our ability to complete an evaluation of our internal controls and attestation activities pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.
As part of our day-to-day business, we store our data and certain data about our customers in our global information technology system. While our system is designed with access security, if a third party gains unauthorized access to our data, including any regarding our customers, such security breach could expose us to a risk of loss of this information, loss of business, litigation and possible liability. These security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers' data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in a loss of confidence by our customers, damage our reputation, disrupt our business, lead to legal liability and negatively impact our future sales.

Changes in tax rates, tax liabilities or tax accounting rules could affect future results.

As a global company, we are subject to taxation in the United States and various other countries and jurisdictions. Significant judgment is required to determine worldwide tax liabilities. Our future tax rates could be affected by changes in the composition of earnings in countries or states with differing tax rates, changes in the valuation of our deferred tax assets and liabilities, or changes in the tax laws. In addition, we are subject to regular examination of our income tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. From time to time the United States, foreign and state governments make substantive changes to tax rules and the application of rules to companies, including various announcements from the United States government potentially impacting our ability to defer taxes on international earnings. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be materially different than the treatment reflected in our historical income tax provisions and accruals, which could materially and adversely affect our operating results and financial condition.
Changing laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty regarding compliance matters.
 
Federal securities laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations such as NASDAQ and the NYSE, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their chief executive officers, chief financial officers and directors for securities law violations. These laws, rules and regulations have increased and will continue to increase the scope, complexity and cost of our corporate governance, reporting and disclosure practices, which could harm our results of operations and divert management's attention from business operations. Changing laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations and standards are subject to varying interpretations in many cases. As a result, their application in practice may evolve over time. We are committed to maintaining high standards of ethics, corporate governance and public disclosure. Complying with evolving interpretations of new or changed legal requirements may cause us to incur higher costs as we revise current practices, policies and procedures, and may divert management time and attention from revenue generating to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may also be harmed.
 
Governmental regulations, including duties, affecting the import or export of products could negatively affect our net sales.
 
The United States and many foreign governments impose tariffs and duties on the import and export of products, including some of those which we sell. In particular, given our worldwide operations, we pay duties on certain products when they are imported into the United States for repair work as well as on certain of our products which are manufactured by our foreign

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subsidiaries. These products can be subject to a duty on the product value. Additionally, the United States and various foreign governments have imposed tariffs, controls, export license requirements and restrictions on the import or export of some technologies, especially encryption technology. From time to time, government agencies have proposed additional regulation of encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Governmental regulation of encryption technology and regulation of imports or exports, or our failure to obtain required import or export approval for our products, could harm our international and domestic sales and adversely affect our net sales. From time to time our duty calculations and payments are audited by government agencies.
 
In addition, compliance with the directives of the Directorate of Defense Trade Controls (“DDTC”) may result in substantial expenses and diversion of management. Any failure to adequately address the directives of DDTC could result in civil fines or suspension or loss of our export privileges, any of which could have a material adverse effect on our business or financial position, results of operations, or cash flows.

Our market is unpredictable and characterized by rapid technological changes and evolving standards demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed.
 
The photonics industry is characterized by extensive research and development, rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. Because this industry is subject to rapid change, it is difficult to predict its potential size or future growth rate. Our success in generating net sales in this industry will depend on, among other things:
 
•
maintaining and enhancing our relationships with our customers;
 
•
the education of potential end-user customers about the benefits of lasers and laser systems; and
 
•
our ability to accurately predict and develop our products to meet industry standards.
 
For the three and nine months ended June 29, 2013, our research and development costs were $21.8 million (10.2% of net sales) and $61.2 million (10.3% of net sales). For our fiscal years 2012, 2011 and 2010, our research and development costs were $78.3 million (10.2% of net sales), $81.2 million (10.1% of net sales) and $72.4 million (12.0% of net sales), respectively. We cannot assure you that our expenditures for research and development will result in the introduction of new products or, if such products are introduced, that those products will achieve sufficient market acceptance or to generate sales to offset the costs of development. Our failure to address rapid technological changes in our markets could adversely affect our business and results of operations.

Failure to maintain effective internal controls may cause a loss of investor confidence in the reliability of our financial statements or to cause us to delay filing our periodic reports with the SEC and adversely affect our stock price.
 
The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a report of management on internal control over financial reporting in their annual reports on Form 10-K that contain an assessment by management of the effectiveness of the Company's internal control over financial reporting. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Although we test our internal control over financial reporting in order to ensure compliance with the Section 404 requirements, our failure to maintain adequate internal controls over financial reporting could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements or a delay in our ability to timely file our periodic reports with the SEC, which ultimately could negatively impact our stock price.

Provisions of our charter documents and Delaware law, and our Change-of-Control Severance Plan may have anti-takeover effects that could prevent or delay a change in control.
 
Provisions of our certificate of incorporation and bylaws may discourage, delay or prevent a merger or acquisition or make removal of incumbent directors or officers more difficult. These provisions may discourage takeover attempts and bids for our common stock at a premium over the market price. These provisions include:
 
•
the ability of our Board of Directors to alter our bylaws without stockholder approval;
 
•
limiting the ability of stockholders to call special meetings; and
 

55

•
establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
 
We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a publicly-held Delaware corporation from engaging in a merger, asset or stock sale or other transaction with an interested stockholder for a period of three years following the date such person became an interested stockholder, unless prior approval of our board of directors is obtained or as otherwise provided. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us without obtaining the prior approval of our board of directors, which may cause the market price of our common stock to decline. In addition, we have adopted a change of control severance plan, which provides for the payment of a cash severance benefit to each eligible employee based on the employee's position. If a change of control occurs, our successor or acquirer will be required to assume and agree to perform all of our obligations under the change of control severance plan which may discourage potential acquirers or result in a lower stock price.


56


ITEM 6. EXHIBITS

Exhibit No.
 
Description
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS*
 
XBRL Instance Document
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase

*
In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.



57

COHERENT, INC.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
Coherent, Inc.
 
 
(Registrant)
 
 
 
Date:
August 7, 2013
/s/:
JOHN R. AMBROSEO
 
 
 
John R. Ambroseo
 
 
 
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
 
 
Date:
August 7, 2013
/s/:
HELENE SIMONET
 
 
 
Helene Simonet
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)


58

EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
31.1
 
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.2
 
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.INS*
 
XBRL Instance Document
 
 
 
101.SCH*
 
XBRL Taxonomy Extension Schema
 
 
 
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase
 
 
 
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase
 
 
 
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase
 
 
 
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase

*
In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.



59