Edgar Filing: COHERENT INC

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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 December 31, 2016



¨		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 February 7, 2017 was 24,553,828.

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COHERENT, INC.

INDEX



		Page
Part I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Operations
	Three months ended December 31, 2016 and January 2, 2016	4

	Condensed Consolidated Statements of Comprehensive Income
	Three months ended December 31,2016 and January 2, 2016	5

	Condensed Consolidated Balance Sheets
	December 31, 2016 and October 1, 2016	6

	Condensed Consolidated Statements of Cash Flows
	Three months ended December 31, 2016 and January 2, 2016	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	46

Part II.	Other Information

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 6.	Exhibits	65

Signatures		67

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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 “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 “Our Strategy,” “Risk Factors,” “Key Performance Indicators,” as well as any other cautionary language in this quarterly report. All forward-looking statements included in the document are based on information available to us on the date hereof. We undertake no obligation to update these forward-looking statements as a result of events or circumstances or to reflect the occurrence of unanticipated events or non-occurrence of anticipated events.

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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
	December 31, 2016			January 2, 2016
Net sales	$	346,073		$	190,275
Cost of sales	204,559			106,377
Gross profit	141,514			83,898
Operating expenses:
Research and development	27,084			19,140
Selling, general and administrative	73,768			36,774
Gain from business combination	(5,416		)	—
Amortization of intangible assets	3,878			701
Total operating expenses	99,314			56,615
Income from operations	42,200			27,283
Other income (expense):
Interest income	143			240
Interest expense	(7,964		)	(15		)
Other—net	12,993			(447		)
Total other income (expense), net	5,172			(222		)
Income from continuing operations before income taxes	47,372			27,061
Provision for income taxes	16,674			6,775
Net income from continuing operations	30,698			20,286
Loss from discontinued operations, net of income taxes	(290		)	—
Net income	$	30,408		$	20,286

Basic net income per share:
Income per share from continuing operations	$	1.26		$	0.85
Loss per share from discontinued operations, net of income taxes	$	(0.01	)	$	—
Net income per share	$	1.25		$	0.85

Diluted net income per share:
Income per share from continuing operations	$	1.25		$	0.84
Loss per share from discontinued operations, net of income taxes	$	(0.01	)	$	—
Net income per share	$	1.23		$	0.84

Shares used in computation:
Basic	24,347			23,996
Diluted	24,644			24,236

See Accompanying Notes to Condensed Consolidated Financial Statements.

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COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)



	Three Months Ended
	December 31, 2016			January 2, 2016

Net income	$	30,408		$	20,286
Other comprehensive income (loss): ⁽¹⁾
Translation adjustment, net of taxes ⁽²⁾	(5,495		)	(8,506		)
Net gain (loss) on derivative instruments, net of taxes ⁽³⁾	—			(30		)
Changes in unrealized gains (losses) on available-for-sale securities, net of taxes ⁽⁴⁾	(3,334		)	138
Defined benefit pension plans, net of taxes ⁽⁵⁾	376			—
Other comprehensive loss, net of tax	(8,453		)	(8,398		)
Comprehensive income	$	21,955		$	11,888


(1)	Reclassification adjustments were not significant during the three months ended December 31, 2016 and January 2, 2016.


(2)	Tax benefit of $1,266 and $346 was provided on translation adjustments during the three months ended December 31, 2016 and January 2, 2016, respectively.


(3)	Tax expense (benefit) of $0 and $(18) was provided on net gain (loss) on derivative instruments during the three months ended December 31, 2016 and January 2, 2016, respectively.


(4)	Tax expense (benefit) of $(1,878) and $80 was provided on changes in unrealized gains (losses) on available-for-sale securities for the three months ended December 31, 2016 and January 2, 2016, respectively.


(5)	Tax expense of $21 and $0 was provided on changes in defined benefit pension plans for the three months ended December 31, 2016 and January 2, 2016, respectively.

See Accompanying Notes to Condensed Consolidated Financial Statements.

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COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands, except par value)



	December 31, 2016			October 1, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	360,217		$	354,347
Restricted cash	2,232			—
Short-term investments	125			45,606
Accounts receivable—net of allowances of $6,932 and $2,420, respectively	241,112			165,715
Inventories	386,013			212,898
Prepaid expenses and other assets	66,981			37,073
Assets held-for-sale	65,484			—
Total current assets	1,122,164			815,639
Property and equipment, net	251,090			127,443
Goodwill	351,311			101,458
Intangible assets, net	233,634			13,874
Non-current restricted cash	11,543			—
Other assets	119,829			102,734
Total assets	$	2,089,571		$	1,161,148

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current-portion of long-term obligations	$	7,183		$	20,000
Accounts payable	66,439			45,182
Income taxes payable	41,191			19,870
Other current liabilities	198,281			116,442
Total current liabilities	313,094			201,494
Long-term obligations	677,323			—
Other long-term liabilities	172,173			48,826
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, Authorized—500,000 shares, par value $.01 per share:
Outstanding—24,553 shares and 24,324 shares, respectively	244			242
Additional paid-in capital	145,494			151,298
Accumulated other comprehensive loss	(13,753		)	(5,300		)
Retained earnings	794,996			764,588
Total stockholders’ equity	926,981			910,828
Total liabilities and stockholders’ equity	$	2,089,571		$	1,161,148

See Accompanying Notes to Condensed Consolidated Financial Statements.

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COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)



	Three Months Ended
	December 31, 2016			January 2, 2016
Cash flows from operating activities:
Net income	$	30,408		$	20,286
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	8,995			6,385
Amortization of intangible assets	12,088			2,092
Gain on business combination	(5,416		)	—
Deferred income taxes	1,291			(3,492		)
Amortization of debt issuance cost	600			—
Stock-based compensation	5,503			3,745
Non-cash restructuring charges	4,359			—
Other non-cash expenses	456			165
Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable	4,417			(3,646		)
Inventories	6,613			(3,713		)
Prepaid expenses and other assets	(3,559		)	(3,551		)
Other long-term assets	(1,083		)	(1,047		)
Accounts payable	1,439			(4,252		)
Income taxes payable/receivable	(1,428		)	4,575
Other current liabilities	17,911			(5,128		)
Other long-term liabilities	1,330			1,843
Cash flows from discontinued operations	(1,283		)	—
Net cash provided by operating activities	82,641			14,262

Cash flows from investing activities:
Purchases of property and equipment	(15,390		)	(4,765		)
Proceeds from dispositions of property and equipment	123			50
Purchases of available-for-sale securities	—			(50,151		)
Proceeds from sales and maturities of available-for-sale securities	25,108			51,254
Acquisition of businesses, net of cash acquired	(740,481		)	—
Cash flows from discontinued operations	(153		)	—
Net cash used in investing activities	(730,793		)	(3,612		)

Cash flows from financing activities:
Short-term borrowings	3,920			17,160
Repayments of short-term borrowings	(23,920		)	(12,160		)
Proceeds from long-term borrowings	740,685			—
Repayments of long-term borrowings	(2,171		)	—
Issuance of common stock under employee stock option and purchase plans	3,866			3,521
Net settlement of restricted common stock	(15,255		)	(5,317		)
Debt issuance costs	(25,824		)	—
Net cash provided by financing activities	681,301			3,204
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(13,504		)	(2,118		)
Net increase in cash, cash equivalents and restricted cash	19,645			11,736
Cash, cash equivalents and restricted cash, beginning of period	354,347			130,607
Cash, cash equivalents and restricted cash, end of period	$	373,992		$	142,343

Noncash investing and financing activities:
Unpaid property and equipment purchases	$	4,084		$	1,499
Use of previously owned equity shares in acquisition	$	20,685		$	—

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows.



	Three Months Ended
	December 31, 2016		January 2, 2016
Cash and cash equivalents	$	360,217	$	142,343
Restricted cash, current	2,232		—
Restricted cash, non-current	11,543		—
Total Cash, Cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows	$	373,992	$	142,343

See Accompanying Notes to Condensed Consolidated Financial Statements.

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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”) condensed consolidated financial statements and notes thereto filed on Form 10-K for the fiscal year ended October 1, 2016. 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. Our fiscal year ends on the Saturday closest to September 30 and our first fiscal quarters include 13 weeks of operations in each fiscal year presented. Fiscal year 2017 and 2016 both include 52 weeks.

The consolidated financial statements include the accounts of Coherent, Inc. and its majority-owned subsidiaries (collectively, the "Company", "we", "our", or "Coherent"). Intercompany balances and transactions have been eliminated.

On November 7, 2016, we acquired Rofin-Sinar Technologies, Inc. ("Rofin"). The significant accounting policies of Rofin have been aligned to conform to those of Coherent, and the consolidated financial statements include the results of Rofin as of the acquisition date.

The preparation of consolidated financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

2. RECENT ACCOUNTING STANDARDS

Adoption of New Accounting Pronouncement

In November 2016, the FASB issued amended guidance that require a statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The new standard will become effective for our fiscal year beginning September 30, 2018. We elected to early adopt the standard in the first quarter of fiscal 2017 on a retrospective basis with no impact on our condensed consolidated financial statements and disclosures.

In April 2015, the FASB issued amended guidance that simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amended guidance. The new standard will become effective for our fiscal year beginning October 2, 2016. We elected to early adopt the standard in the second quarter of fiscal 2016 and had recorded debt issuance costs of $5.2 million in other assets for the debt commitment we entered into in the second quarter of fiscal 2016 because the debt was not outstanding as of October 1, 2016. The debt issuance costs related to the term loan facility were reclassified to debt in the first quarter of fiscal 2017 when we drew down the debt.

Recently Issued Accounting Pronouncements

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In October 2016, the FASB issued amended guidance that improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard will become effective for our fiscal year beginning September 30, 2018. We are currently assessing the impact of this amended guidance and the timing of adoption.

In March 2016, the FASB issued amended guidance that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This change eliminates the notion of the APIC pool and significantly reduces the complexity and cost of accounting for excess tax benefits and tax deficiencies. The new standard will become effective for our fiscal year beginning October 1, 2017. We are currently assessing the impact of this amended guidance.

In May 2014, the FASB amended the Accounting Standards Codification and created a new Topic 606, "Revenue from Contracts with Customers". In May 2016, accounting guidance was issued to clarify the not yet effective revenue recognition guidance issued in May 2014. This additional guidance does not change the core principle of the revenue recognition guidance issued in May 2014, rather, it provides clarification of accounting for collections of sales taxes as well as recognition of revenue (i) associated with contract modifications, (ii) for noncash consideration, and (iii) based on the collectability of the consideration from the customer. The guidance also specifies when a contract should be considered “completed” for purposes of applying the transition guidance. The effective date and transition requirements for this guidance are the same as the effective date and transition requirements for the guidance previously issued in 2014, which is effective for our fiscal year beginning September 30, 2018. We are currently evaluating the new guidance and do not expect the guidance to have a material impact on our financial statements. We have not decided upon the method of adoption.

3. BUSINESS COMBINATIONS

Fiscal 2017 Acquisitions

Rofin-Sinar Technologies, Inc. ("Rofin")

On November 7, 2016, we completed our previously announced acquisition of Rofin pursuant to the Merger Agreement dated March 16, 2016. Rofin is one of the world's leading developers and manufacturers of high-performance industrial laser sources and laser-based solutions and components. Rofin has primarily been included in our Industrial Lasers & Systems segment.

As a condition of the acquisition, we are required to divest ourselves of Rofin’s low power CO2 laser business based in Hull, United Kingdom, and will report this business separately as a discontinued operation until it is divested (See Note 18).

Due to the timing of the acquisition, the total purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on a preliminary valuation analysis. These preliminary values may change in future reporting periods upon finalization of the valuation, which will occur no later than the third quarter of fiscal 2017.

The total preliminary purchase consideration allocated to net assets acquired was approximately $936.3 million and consisted of the following (in thousands):



Cash consideration to Rofin's shareholders	$	904,491
Cash settlement paid for Rofin employee stock options	15,290
Total cash payments to Rofin shareholders and option holders	919,781
Add: fair value of previously owned Rofin shares	20,685
Less: post-merger stock compensation expense	(4,152		)
Total purchase price to allocate	$	936,314

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The acquisition was an all-cash transaction at a price of $32.50 per share of Rofin common stock. We funded the payment of the aggregate consideration with a combination of our available cash on hand and the proceeds from the Euro Term Loan described in Note 9. The total payment of $15.3 million due to the cancellation of options held by employees of Rofin was allocated between total estimated merger consideration of $11.1 million and post-merger stock-based compensation expense of $4.2 million based on the portion of the total service period of the underlying options that have not been completed by the merger date.

We recognized a gain of $5.4 million in the first quarter of fiscal 2017 on the increase in fair value from the date of purchase for the shares we already owned.

Under the acquisition method of accounting, the total estimated acquisition consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Rofin based on their fair values as of the acquisition date. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. We expect that all such goodwill will not be deductible for tax purposes.

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



Cash, cash equivalents and short-term investments	$	163,425
Accounts receivable	90,877
Inventory	197,442
Prepaid expenses and other assets	10,367
Assets held-for-sale, current	63,666
Property and equipment	126,507
Other assets	27,760
Intangible assets:
Existing technology	169,029
In-process research and development	12,800
Backlog	5,600
Customer relationships	39,209
Trademarks	5,699
Patents	300
Goodwill	254,042
Current portion of long-term obligations	(3,633		)
Current liabilities held for sale	(7,186		)
Accounts payable	(21,603		)
Other current liabilities	(59,245		)
Long-term debt	(11,641		)
Other long-term liabilities	(127,101		)
Total	$	936,314

The fair value write-up of acquired finished goods and work-in-process inventory was $26.8 million, which will be amortized over the expected period during which the acquired inventory is sold, or 6 months. Accordingly, for the three months ended December 31, 2016, we recorded an $8.9 million incremental cost of sales charge associated with the fair value write-up of inventory acquired in the merger with Rofin.

The fair value write-up of acquired property, plant and equipment of $36.8 million will be amortized over the useful lives of the assets. Property, plant and equipment is valued at its value-in-use, unless there was a known plan to dispose of the asset.

The acquired existing technology, backlog, trademarks and patents are being amortized on a straight-line basis, which approximates the economic use of the asset, over their estimated useful lives of 3 to 5 years, 6 months, 3 years, and 5 years, respectively. Customer relationships are being amortized on an accelerated basis utilizing free cash flows over periods ranging from 5 to 10 years. The useful lives of in-process research and development will be defined in the future upon further evaluation of the status of these applications. The fair value of the acquired intangibles was determined using the income approach. In performing these valuations, the key underlying probability-adjusted assumptions of the

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discounted cash flows were projected revenues, gross margin expectations and operating cost estimates. The valuations were based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by our management. There are inherent uncertainties and management judgment required in these determinations. This acquisition resulted in a purchase price that exceeded the estimated fair value of tangible and intangible assets, which was allocated to goodwill.

We believe the amount of goodwill relative to identifiable intangible assets relates to several factors including: (1) potential buyer-specific synergies related to market opportunities for a combined product offering; and (2) potential to leverage our sales force to attract new customers and revenue and cross sell to existing customers.

In-process research and development (“IPR&D”) consists of three 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 December 31, 2016.

We expensed $14.2 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations in the first quarter of fiscal 2017.

The results of this acquisition were included in our consolidated operations beginning on November 7, 2016. The amount of continuing Rofin net sales and net loss from continuing operations included in our condensed consolidated statements of operations for the three months ended December 31, 2016 was approximately $74.4 million and $12.0 million, respectively.

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents our combined results of operations as if the acquisition of Rofin and the related issuance of our Euro Term Loan had occurred on October 4, 2015. The unaudited pro forma financial information is not necessarily indicative of what our condensed consolidated results of operations actually would have been had the acquisition been completed on October 4, 2015. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The actual results may differ significantly from the pro forma results presented here due to many factors.



	Three Months Ended December 31, 2016		Three Months Ended January 2, 2016
Total net sales	$	389,816	$	300,439
Net income (loss)	$	39,183	$	(32,047	)
Net income (loss) per share:
Basic	$1.61		$	(1.34	)
Diluted	$1.59		$	(1.32	)

The unaudited pro forma financial information above includes the net income of Rofin’s low power CO2 laser business based in Hull, United Kingdom, which is recorded as a discontinued operation in the first quarter of fiscal 2017.

The unaudited pro forma financial information above reflects the following material adjustments:


•	Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property, plant and equipment from the purchase price allocation.


•	The exclusion of amortization of inventory step-up to its estimated fair value from the three months ended December 31, 2016 and the addition of the amortization to the three months ended January 2, 2016.


•	The exclusion of revenue adjustments as a result of the reduction in customer deposits and deferred revenue related to its estimated fair value from the three months ended December 31, 2016 and the addition of these adjustments to the three months ended January 2, 2016.


•	Incremental interest expense and amortization of debt issuance costs related to our Euro Term Loan and Revolving Credit Agreement.


•	The exclusion of acquisition costs incurred by both Coherent and Rofin from the three months ended December 31, 2016 and the addition of these costs to the three months ended January 2, 2016.

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•	The exclusion of a stock-based compensation charge related to the acceleration of Rofin options from the three months ended December 31, 2016 and the addition of this charge to the three months ended January 2, 2016.


•	The exclusion of a gain on business combination for our previously owned shares of Rofin from the three months ended December 31, 2016 and the addition of this gain to the three months ended January 2, 2016.


•	The exclusion of a foreign exchange gain on forward contracts related to our debt commitment and debt issuance from the three months ended December 31, 2016 and the addition of this gain to the three months ended January 2, 2016.


•	The estimated tax impact of the above adjustments.

Fiscal 2015 Acquisitions

Raydiance, Inc.

On July 24, 2015, we acquired certain assets of Raydiance, Inc. ("Raydiance") for approximately $5.0 million, excluding transaction costs. Raydiance manufactured complete tools and lasers for ultrafast processing systems and subsystems in the precision micromachining processing market. The Raydiance assets have been included in our OEM Laser Sources segment.

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



Tangible assets	$	1,048
Goodwill	1,552
Intangible assets:
Existing technology	800
Customer lists	1,600
Total	$	5,000

The purchase price allocated to goodwill was finalized in the first quarter of fiscal 2016 with an increase of $0.4 million and has been updated from the preliminary allocation in the fourth quarter of fiscal 2015.

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.

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

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

We expensed $0.1 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations for our fiscal year 2015.

Tinsley Optics

On July 27, 2015, we acquired the assets and certain liabilities of the Tinsley Optics ("Tinsley") business from L-3 Communications Corporation for approximately $4.3 million, excluding transaction costs. Tinsley is a specialized manufacturer of high precision optical components and subsystems sold primarily in the aerospace and defense industry. Tinsley manufactures the large form factor optics for our excimer laser annealing systems. Tinsley has been included in our OEM Laser Sources segment.

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



Tangible assets:
Inventories	$	2,263
Accounts receivable	2,240
Prepaid expenses and other assets	1,132
Property and equipment	2,451
Liabilities assumed	(1,702		)
Deferred tax liabilities	(768		)
Gain on business combination	(1,316		)
Total	$	4,300

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The purchase price was lower than the fair value of net assets purchased, resulting in a gain of $1.3 million recorded as a separate line item in our consolidated statements of operations for our fiscal year 2015. The Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that all acquired assets and assumed liabilities were recognized and that the valuation procedures and resulting measures were appropriate.

The gain from the bargain purchase is not subject to income taxation.

We expensed $0.4 million of acquisition-related costs as selling, general and administrative expenses in our consolidated statements of operations for our fiscal year 2015.

4. FAIR VALUES

We have not changed our valuation techniques in measuring the fair value of any financial assets and liabilities during the period. We recognize transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were no transfers between levels during the periods presented. As of December 31, 2016 and October 1, 2016, we did not have any assets or liabilities valued based on Level 3 valuations.

Financial assets and liabilities measured at fair value as of December 31, 2016 and October 1, 2016 are summarized below (in thousands):



	Aggregate Fair Value			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs			Aggregate Fair Value			Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	December 31, 2016								October 1, 2016
				(Level 1)		(Level 2)						(Level 1)		(Level 2)
Assets:
Cash equivalents:
Money market fund deposits	$	68,213		$	68,213	$	—		$	237,142		$	237,142	$	—
Short-term investments:
U.S. Treasury and agency obligations ⁽²⁾	125			—		125			125			—		125
Commercial paper ⁽²⁾	—			—		—			24,999			—		24,999
Equity securities ⁽¹⁾	—			—		—			20,482			20,482		—
Prepaid and other assets:
Foreign currency contracts ⁽³⁾	1,693			—		1,693			889			—		889
Mutual funds — Deferred comp and supplemental plan ⁽⁴⁾	16,143			16,143		—			14,399			14,399		—
Total	$	86,174		$	84,356	$	1,818		$	298,036		$	272,023	$	26,013

Liabilities:
Other current liabilities:
Foreign currency contracts ⁽³⁾	(3,099		)	—		(3,099		)	(3,100		)	—		(3,100		)
Total	$	83,075		$	84,356	$	(1,281	)	$	294,936		$	272,023	$	22,913

___________________________________________________


(1)	Valuations are based upon quoted market prices.

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(2)

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

(3)

The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. At December 31, 2016, prepaid expenses and other assets include $1,693 non-designated forward contracts; other current liabilities include $3,099 non-designated forward contracts. At October 1, 2016, prepaid expenses and other assets include $889 non-designated forward contracts; other current liabilities include $3,100 non-designated forward contracts. See Note 6, "Derivative Instruments and Hedging Activities".


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

5. SHORT-TERM INVESTMENTS

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

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



	December 31, 2016
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
Cash and cash equivalents	$	360,217	$	—	$	—	$	360,217

Short-term investments:
Available-for-sale securities:
U.S. Treasury and agency obligations	$	125	$	—	$	—	$	125
Total short-term investments	$	125	$	—	$	—	$	125



	October 1, 2016
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
Cash and cash equivalents	$	354,347	$	—	$	—	$	354,347

Short-term investments:
Available-for-sale securities:
Commercial paper	$	24,999	$	—	$	—	$	24,999
U.S. Treasury and agency obligations	125		—		—		125
Equity Securities	15,269		5,213		—		20,482
Total short-term investments	$	40,393	$	5,213	$	—	$	45,606

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None of the unrealized losses as of December 31, 2016 or October 1, 2016 were considered to be other-than-temporary impairments.

The amortized cost and estimated fair value of available-for-sale investments in debt securities as of December 31, 2016 and October 1, 2016 classified as short-term investments on our condensed consolidated balance sheet were as follows (in thousands):



	December 31, 2016				October 1, 2016
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Investments in available-for-sale debt securities due in less than one year	$	125	$	125	$	25,124	$	25,124

During the three months ended December 31, 2016, we received proceeds totaling $0.1 million from the sale of available-for-sale securities and realized no gross gains or losses. During the three months ended January 2, 2016, we received proceeds totaling $15.1 million from the sale of available-for-sale securities and realized gross gains of less than $0.1 million.

6. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We maintain operations in various countries outside of the United States and have foreign subsidiaries that manufacture and sell our products in various global markets. The majority of our sales are transacted in U.S. dollars. However, we do generate revenues in other currencies, primarily the Euro, Japanese Yen, South Korean Won and Chinese Renminbi (RMB). 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 four 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. The credit risk amounts represent the Company’s gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current currency rates at each respective date.

Non-Designated Derivatives

The outstanding notional contract and fair value asset (liability) amounts of non-designated hedge contracts, with maximum maturity of four months, are as follows (in thousands):

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	U.S. Notional Contract Value						U.S. Fair Value
	December 31, 2016			October 1, 2016			December 31, 2016			October 1, 2016
Euro currency hedge contracts
Purchase	$	96,092		$	91,108		$	(1,546	)	$	162
Sell	$	(13,155	)	$	(750,454	)	$	365		$	(2,234	)

Japanese Yen currency hedge contracts
Purchase	$	623		$	—		$	(18	)	$	—
Sell	$	(18,700	)	$	(36,450	)	$	751		$	(343	)

South Korean Won currency hedge contracts
Purchase	$	15,744		$	31,248		$	(1,437	)	$	413
Sell	$	(19,612	)	$	(37,929	)	$	493		$	(152	)

Chinese RMB currency hedge contracts
Sell	$	(8,141	)	$	(25,237	)	$	35		$	(91	)

Other foreign currency hedge contracts
Purchase	$	4,306		$	6,033		$	(53	)	$	(4	)
Sell	$	(3,031	)	$	(1,775	)	$	4		$	38

The fair value of our derivative instruments is included in prepaid expenses and other assets and in other current liabilities in our Condensed Consolidated Balance Sheets (See Note 4).

During the three months ended December 31, 2016 and the three months ended January 2, 2016 we recognized a gain of $9.5 million and a loss of $2.3 million, respectively, in other income (expense) for derivative instruments not designated as hedging instruments.

Designated Derivatives

Cash flow hedges related to anticipated transactions are designated and documented at the inception of the hedge when we enter into contracts for specific future transactions. Cash flow hedges are evaluated for effectiveness quarterly. The effective portion of the gain or loss on these hedges is reported as a component of OCI in stockholder's equity and is reclassified into earnings when the underlying transaction affects earnings. We had no cash flow hedges outstanding at December 31, 2016 or October 1, 2016. Changes in the fair value of currency forward contracts due to changes in time value are excluded from the assessment of effectiveness and recognized in other income (expense) as incurred. We classify the cash flows from the foreign exchange forward contracts that are accounted for as cash flow hedges in the same section as the underlying item, primarily within cash flows from operating activities since we do not designate our cash flow hedges as investing or financing activities.

During the three months ended January 2, 2016, we recorded losses in OCI and in other income (expense) related to the accounting for derivatives designated as cash flow hedges. These losses were not material. During the three months ended December 31, 2016, we did not have any activity related to designated cash flow hedges.

Master Netting Arrangements

To mitigate credit risk in derivative transactions, we enter into master netting arrangements that allow each counterparty in the arrangements to net settle amounts of multiple and separate derivative transactions under certain conditions. We present the fair value of derivative assets and liabilities within our condensed consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The impact of netting derivative assets and liabilities is not material to our financial position for any of the periods presented. 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.

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7. GOODWILL AND INTANGIBLE ASSETS

During the three months ended December 31, 2016, we noted no indications of impairment or triggering events to cause us to review goodwill for potential impairment. We will conduct our annual goodwill testing during the fourth fiscal quarter.

The changes in the carrying amount of goodwill by segment for the period from October 1, 2016 to December 31, 2016 are as follows (in thousands):



	OEM Laser Sources			Industrial Lasers & Systems		Total
Balance as of October 1, 2016	$	97,015		$	4,443	$	101,458
Additions (see Note 3)	—			254,042		254,042
Translation adjustments and other	(4,726		)	537		(4,189		)
Balance as of December 31, 2016	$	92,289		$	259,022	$	351,311

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



	December 31, 2016							October 1, 2016
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net
Existing technology	$	195,710	$	(25,935	)	$	169,775	$	70,664	$	(61,133	)	$	9,531
Patents	302		(10		)	292		—		—			—
Customer relationships	48,157		(6,533		)	41,624		15,968		(11,658		)	4,310
Trade Name	5,768		(358		)	5,410		384		(351		)	33
Order backlog	5,600		(1,867		)	3,733		—		—			—
In-process research & development	12,800		—			12,800				—			—
Total	$	268,337	$	(34,703	)	$	233,634	$	87,016	$	(73,142	)	$	13,874

For accounting purposes, when an intangible asset is fully amortized, it is removed from the disclosure schedule.

Amortization expense for intangible assets for the three months ended December 31, 2016 and January 2, 2016 was $12.1 million and $2.1 million, respectively. The change in the accumulated amortization also includes $2.1 million and $0.7 million of foreign exchange impact for the three months ended December 31, 2016 and January 2, 2016, respectively.

At December 31, 2016, estimated amortization expense for the remainder of fiscal 2017, the next five succeeding fiscal years and all fiscal years thereafter are as follows (in thousands):



	Estimated Amortization Expense
2017 (remainder)	$	46,905
2018	53,714
2019	50,654
2020	43,989
2021	13,066
2022	3,241
Thereafter	22,065
Total	$	233,634

8. BALANCE SHEET DETAILS

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Inventories consist of the following (in thousands):



	December 31, 2016		October 1, 2016
Purchased parts and assemblies	$	116,405	$	56,824
Work-in-process	119,031		88,391
Finished goods	150,577		67,683
Total inventories	$	386,013	$	212,898

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



	December 31, 2016		October 1, 2016
Prepaid and refundable income taxes	$	27,851	$	12,415
Other taxes receivable	10,691		10,538
Prepaid expenses and other assets	28,439		14,120
Total prepaid expenses and other assets	$	66,981	$	37,073

Other assets consist of the following (in thousands):



	December 31, 2016		October 1, 2016
Assets related to deferred compensation arrangements	$	27,528	$	26,356
Deferred tax assets	79,262		67,157
Other assets	13,039		9,221
Total other assets	$	119,829	$	102,734

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



	December 31, 2016		October 1, 2016
Accrued payroll and benefits	$	46,931	$	47,506
Deferred revenue	62,772		33,034
Warranty reserve	28,600		15,949
Accrued expenses and other	36,952		18,356
Current liabilities held for sale	7,386		—
Customer deposits	15,640		1,597
Total other current liabilities	$	198,281	$	116,442

Components of the reserve for warranty costs during the first three months of fiscal 2017 and 2016 were as follows (in thousands):



	Three Months Ended
	December 31, 2016			January 2, 2016
Beginning balance	$	15,949		$	15,308
Additions related to current period sales	8,814			4,954
Warranty costs incurred in the current period	(6,399		)	(5,390		)
Accruals resulting from acquisitions	12,593			—
Adjustments to accruals related to foreign exchange and other	(2,357		)	(227		)
Ending balance	$	28,600		$	14,645

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

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	December 31, 2016		October 1, 2016
Long-term taxes payable	$	25,041	$	2,951
Deferred compensation	29,500		28,313
Deferred tax liabilities	67,603		1,468
Deferred revenue	3,717		4,069
Asset retirement obligations liability	4,761		2,796
Defined benefit plan liabilities	38,621		8,123
Other long-term liabilities	2,930		1,106
Total other long-term liabilities	$	172,173	$	48,826

9. BORROWINGS

On November 4, 2016, we repaid the outstanding balance, plus accrued interest, on our former domestic line of credit and terminated the $50.0 million credit facility with Union Bank of California. We assumed two term loans having an aggregated principal amount of $15.3 million as of November 7, 2016 and several lines of credit totaling approximately $18.1 million with the completion of the Rofin acquisition.

On November 7, 2016, we entered into the Credit Agreement by and among us, Coherent Holding GmbH, as borrower (the “Borrower”), and certain of our direct and indirect subsidiaries from time to time party thereto, as guarantors, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and an L/C Issuer, Bank of America, N.A., as an L/C Issuer, and MUFG Union Bank, N.A., as an L/C Issuer. The Credit Agreement provides for a 670.0 million Euro senior secured term loan facility (the "Euro Term Loan") and a $100.0 million senior secured revolving credit facility ("Revolving Credit Facility") with a $30.0 million letter of credit sublimit and a $10.0 million swing line sublimit. The Borrower may increase the aggregate revolving commitments or borrow incremental term loans in an aggregate principal amount not to exceed the sum of $150.0 million and an amount that would not cause the senior secured net leverage ratio to be greater than 2.75 to 1.00, subject to certain conditions, including obtaining additional commitments from the lenders then party to the Credit Agreement or new lenders. On November 7, 2016, the Borrower borrowed the full 670.0 million Euros under the Euro Term Loan and its proceeds were used to finance the acquisition of Rofin and pay related fees and expenses. On November 7, 2016, we also used 10.0 million Euro of the capacity under the Revolving Credit Facility for the issuance of a letter of credit.

The terms of the Credit Agreement require Borrower to prepay the term loans in certain circumstances, including from excess cash flow beyond a threshold amount, from the receipt of proceeds from certain dispositions or from the incurrence of certain indebtedness, and from extraordinary receipts resulting in net cash proceeds in excess of $10.0 million in any fiscal year. The Borrower has the right to prepay loans under the Credit Agreement in whole or in part at any time without premium or penalty, subject to customary breakage costs. Revolving loans may be borrowed, repaid and reborrowed until the fifth anniversary of the Closing Date, at which time all outstanding revolving loans must be repaid. The Euro Term Loan matures on the seventh anniversary of the Closing Date, at which time all outstanding principal and accrued and unpaid interest on the Euro Term Loan must be repaid.

Loans under the Credit Agreement bear interest, at the Borrower’s option, at a rate equal to either (i)(x) in the case of calculations with respect to U.S. Dollars or certain other alternative currencies, the London interbank offered rate (the “LIBOR”) or (y) in the case of calculations with respect to the Euro, the euro interbank offered rate ("EURIBOR" and, together with LIBOR, the "Eurocurrency Rate") or (ii) a base rate (the “Base Rate”) equal to the highest of (x) the federal funds rate, plus 0.50%, (y) the prime rate then in effect and (z) the Eurocurrency Rate for loans denominated in U.S. dollars applicable to a one-month interest period, plus 1.0%, in each case, plus an applicable margin. The applicable margin for Euro Term Loan borrowed as Eurocurrency Rate loans, is 3.50% initially, and following the first anniversary of the Closing Date ranges from 3.00% to 3.50% depending on the consolidated total gross leverage ratio at the time of determination. For Euro Term Loan borrowed as Base Rate Loans, the applicable margin initially is 2.50%, and following the first anniversary of the Closing Date ranges from 2.00% to 2.50% depending upon the consolidated total gross leverage ratio at the time of determination. The applicable margin for revolving loans borrowed as Eurocurrency Rate Loans, ranges from 3.75% to 4.25%, and for revolving loans borrowed as Base Rate Loans, ranges from 2.75% to 3.25%, in each case, based on the consolidated total gross leverage ratio at the time of determination. Interest on Base Rate Loans is payable quarterly in arrears. Interest on Eurocurrency Rate Loans is payable at the end of the applicable interest period (or at three

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month intervals if the interest period exceeds three months). Interest periods for Eurocurrency Rate loans may be, at the Borrower’s option, one, two, three or six months.

The Credit Agreement requires the Borrower to make scheduled quarterly payments on the Euro Term Loan of 0.25% of the original principal amount of the Euro Term Loan, with any remaining principal payable at maturity. A commitment fee accrues on any unused portion of the revolving loan commitments under the Credit Agreement at a rate of 0.375% or 0.5% depending on the consolidated total gross leverage ratio at any time of determination. The Borrower is also obligated to pay other customary fees for a credit facility of this size and type.

On the Closing Date, we and certain of our direct and indirect subsidiaries, as guarantors, provided an unconditional guaranty of all obligations of the Borrower and the other loan parties arising under the Credit Agreement, the other loan documents and under swap contracts and treasury management agreements with the lenders or their affiliates (with certain limited exceptions). The Borrower and the guarantors have also granted security interests in substantially all of their assets to secure such obligations.

The Credit Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations, and negative covenants, including covenants limiting the ability of us and our subsidiaries to, among other things, incur debt, grant liens, make investments, make certain restricted payments, transact with affiliates, and sell assets. The Credit Agreement also requires us and our subsidiaries to maintain a senior secured net leverage ratio as of the last day of each fiscal quarter of less of than or equal to 3.50 to 1.00. The Credit Agreement contains customary events of default that include, among other things, payment defaults, cross defaults with certain other indebtedness, violation of covenants, inaccuracy of representations and warranties in any material respect, change in control of us and the Borrower, judgment defaults, and bankruptcy and insolvency events. If an event of default exists, the lenders may require the immediate payment of all Obligations, as defined in the Credit Agreement, and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. The acceleration of such obligations is automatic upon the occurrence of a bankruptcy and insolvency event of default. We were in compliance with all covenants at December 31, 2016.

We incurred $27.6 million of debt issuance costs related to the Euro Term Loan, which are included in short-term borrowings and current portion of long-term obligations and long-term obligations in the condensed consolidated balance sheets and will be amortized to interest expense over the seven year life of the Euro Term Loan using the effective interest method. We incurred $2.3 million of debt issuance costs in connection with the Revolving Credit Facility which were capitalized and included in prepaid expenses and other assets and other assets in the condensed consolidated balance sheets and will be amortized to interest expense using the straight-line method over the contractual term of five years of the Revolving Credit Facility.

For the three months ended December 31, 2016, we recognized interest expense of $4.6 million in relation to the Euro Term Loan and $0.6 million amortization of debt issuance costs.

Additional sources of cash available to us were international currency lines of credit and bank credit facilities totaling $29.3 million as of December 31, 2016, of which $21.7 million was unused and available. These unsecured international credit facilities were used in Europe and Japan during the first three months of fiscal 2017. As of December 31, 2016, we had utilized $5.9 million of the international credit facilities as guarantees in Europe and $1.7 million as short-term borrowings in Japan.

Short-term borrowings and current portion of long-term obligations consist of the following (in thousands):



	December 31, 2016		October 1, 2016
Current portion of Euro Term Loan (1)	$	3,806	$	—
1.3% Term loan due 2024	1,305		—
1.0% State of Connecticut term loan due 2023	368		—
Line of credit borrowings	1,704		20,000
Total short-term borrowings and current portion of long-term obligations	$	7,183	$	20,000

(1) Net of debt issuance costs of $3.2 million.

Long-term obligations consist of the following (in thousands):

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	December 31, 2016		October 1, 2016
Euro Term Loan due 2024 (1)	$	666,488	$	—
1.3% Term loan due 2024	8,808		—
1.0% State of Connecticut term loan due 2023	2,027		—
Total long-term obligations	$	677,323	$	—

(1) Net of debt issuance costs of $24.2 million.

Contractual maturities of our debt obligations as of December 31, 2016 are as follows (in thousands):



	Amount
2017 (remainder)	$	6,499
2018	8,670
2019	8,674
2020	8,677
2021	8,681
2022	8,685
Thereafter	660,287
Total	$	710,173

10. STOCK-BASED COMPENSATION

Fair Value of Stock Compensation

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

Determining Fair Value

The fair values of shares purchased under the Employee Stock Purchase Plan (“ESPP”) for the three months ended December 31, 2016 and January 2, 2016, respectively, were estimated using the following weighted-average assumptions:



	Employee Stock Purchase Plan
	Three Months Ended
	December 31, 2016			January 2, 2016
Expected life in years	0.5			0.5
Expected volatility	31.6		%	28.7		%
Risk-free interest rate	0.47		%	0.19		%
Expected dividend yield	—		%	—		%
Weighted average fair value per share	$	23.37		$	13.27

There were no stock options granted during the three months ended December 31, 2016 and January 2, 2016.

We grant performance restricted stock units to officers and certain employees. The performance restricted stock unit agreements provide for the award of performance restricted stock units with each unit representing the right to receive one share of our common stock to be issued after the applicable award vesting period. The final number of units awarded, if any, for these performance grants 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 units. The weighted average fair value for these performance units was determined using a Monte Carlo simulation model incorporating the following weighted average assumptions:

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	Three Months Ended
	December 31, 2016		January 2, 2016
Risk-free interest rate	1.3	%	1.2	%
Volatility	31.0	%	27.0	%
Weighted average fair value	$163.17		$74.48

We recognize the estimated cost of these awards, as determined under the simulation model, over the related service period of approximately 3 years, with no adjustment in future periods based upon the actual shareholder return over the performance period.

Stock Compensation Expense

The following table shows total stock-based compensation expense and related tax benefits included in the condensed consolidated statements of operations for the three months ended December 31, 2016 and January 2, 2016 (in thousands):



	Three Months Ended
	December 31, 2016			January 2, 2016
Cost of sales	$	960		$	605
Research and development	1,053			426
Selling, general and administrative	7,642			2,714
Income tax benefit	(1,489		)	(351		)
	$	8,166		$	3,394

As a result of our acquisition of Rofin on November 7, 2016, we made a payment of $15.3 million due to the cancellation of options held by employees of Rofin. The payment was allocated between total estimated merger consideration of $11.1 million and post-merger stock-based compensation expense of $4.2 million, recorded in the three months ended December 31, 2016, based on the portion of the total service period of the underlying options that have not been completed by the merger date.

During the three months ended December 31, 2016, $0.8 million was capitalized into inventory for all stock plans, $0.7 million was amortized to cost of sales and $1.0 million remained in inventory at December 31, 2016. During the three months ended January 2, 2016, $0.6 million was capitalized into inventory for all stock plans, $0.6 million was amortized to cost of sales and $0.7 million remained in inventory at January 2, 2016.

At December 31, 2016, the total compensation cost related to unvested stock-based awards granted to employees under our stock plans but not yet recognized was approximately $47.6 million, net of estimated forfeitures of $1.5 million. This cost will be amortized on a straight-line basis over a weighted-average period of approximately 2.2 years and will be adjusted for subsequent changes in estimated forfeitures.

At December 31, 2016, total compensation cost related to options to purchase common shares under the ESPP but not yet vested was approximately $0.7 million, which will be recognized over the six month offering period.

Stock Awards Activity

The following table summarizes the activity of our time-based and performance restricted stock units for the first three months of fiscal 2017 (in thousands, except per share amounts):

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	Time Based Restricted Stock Units				Performance Restricted Stock Units
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Nonvested stock at October 1, 2016	459		$	66.47	169		$	74.10
Granted	175		127.76		69		163.17
Vested ⁽¹⁾	(202	)	63.65		(104	)	77.10
Forfeited	(6	)	63.43		(4	)	70.57
Nonvested stock at December 31, 2016	426		$	114.07	130		$	84.90

__________________________________________

(1)Service-based restricted stock units vested during each fiscal year. 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, including, but not limited to, the matters described below. On May 14, 2013, IMRA America (“Imra”) filed a complaint for patent infringement against two of our subsidiaries in the Regional Court of Düsseldorf, Germany, captioned In re IMRA America Inc. versus Coherent Kaiserslautern GmbH et. al. 4b O 38/13. The complaint alleges that the use of certain of the Company’s lasers infringes upon EP Patent No. 754,103, entitled “Method For Controlling Configuration of Laser Induced Breakdown and Ablation,” issued November 5, 1997. The patent, now expired in all jurisdictions, is owned by the University of Michigan and licensed to Imra. The complaint seeks unspecified compensatory damages, the cost of court proceedings and seeks to permanently enjoin the Company from infringing the patent in the future. Following the filing of the infringement suit, our subsidiaries filed a separate nullity action with the Federal Patent Court in Munich, Germany requesting that the court hold that the Patent was invalid based on prior art. On October 1, 2015, the Federal Patent Court ruled that the German portion of the Patent was invalid. Imra has appealed this decision to the Federal Court of Justice, the highest civil jurisdiction court in Germany. The infringement action is currently stayed pending the outcome of such appeal. Management has made an accrual with respect to this matter and has determined, based on its current knowledge, that the amount or range of reasonably possible losses in excess of the amounts already accrued is not reasonably estimable. 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.

The United States and many foreign governments impose tariffs and duties on the import and export of certain products we sell. From time to time our duty calculations and payments are audited by government agencies. During the second quarter of fiscal 2016, we concluded an audit in South Korea for customs duties and value added tax for the period March 2009 to March 2014. We paid $1.6 million related to this matter in the second quarter of fiscal 2016 and have no remaining accrual at October 1, 2016.

On November 7, 2016, we entered into a Credit Agreement with Barclays, BAML and MUFG. See Note 9 "Borrowings" for further discussion of the issuance of the financing.

12. 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):

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	Three Months Ended
	December 31, 2016			January 2, 2016
Weighted average shares outstanding —basic	24,347			23,996
Dilutive effect of employee stock awards	297			240
Weighted average shares outstanding—diluted	24,644			24,236

Net income from continuing operations	$	30,698		$	20,286
Loss from discontinued operations, net of income taxes	(290		)	—
Net income	$	30,408		$	20,286

A total of 110,737 and 32,213 potentially dilutive securities have been excluded from the diluted share calculation for the three months ended December 31, 2016 and January 2, 2016, respectively as their effect was anti-dilutive.

13. OTHER INCOME (EXPENSE)

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



	Three Months Ended
	December 31, 2016			January 2, 2016
Foreign exchange gain (loss)	$	13,099		$	(1,322	)
Gain (loss) on deferred compensation investments, net	(52		)	875
Other	(54		)	—
Other - net	$	12,993		$	(447	)

14. 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 effective tax rate for the three months ended December 31, 2016 was 35.2%. Our effective tax rate for the three months ended December 31, 2016 was higher than the statutory rate of 35% primarily due to Rofin transaction costs not deductible for tax purposes, tax costs of Rofin restructuring, ASC 740-10 (formerly FIN48) tax liabilities for transfer pricing, stock-based compensation not deductible for tax purposes and limitations on the deductibility of compensation under IRC Section 162(m). These amounts are partially offset by differences related to the benefit of income subject to foreign tax rates that are lower than U.S. tax rates including the Singapore tax exemption and the benefit of federal research and development tax credits.

The effective tax rate on income before income taxes for the first quarter of fiscal 2016 of 25.0% was lower than the statutory rate of 35.0% primarily due to differences related to the benefit of income subject to foreign tax rates that are lower than U.S. tax rates including the Singapore tax exemption, the benefit of foreign tax credits and the benefit of federal research and development tax credits including renewal of the federal research and development tax credits for fiscal 2015. These amounts are partially offset by deemed dividend inclusions under the Subpart F tax rules, stock-based 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 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.

We had U.S. federal deferred tax assets related to research and development credits, foreign tax credits and other tax attributes that can be used to offset federal taxable income in future periods. These credit carryforwards will expire if they

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are not used within certain time periods. As of December 31, 2016, management determined that there is sufficient positive evidence to conclude that it is more likely than not sufficient taxable income will exist in the future allowing us to recognize these deferred tax assets. It is possible that some or all these attributes could ultimately expire unused. If facts and circumstances change in the future, management may determine at that time a valuation allowance is necessary. A valuation allowance would materially increase our tax expense in the period applied and would adversely affect our results of operations and statement of financial condition. Changes in our underlying facts or circumstances, such as the impact of the Rofin acquisition, will be continually assessed and we will re-evaluate its position accordingly.

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 2011 are closed. We agreed to extend the statutes of limitations for its fiscal 2011 and 2012 U.S. federal tax returns to June 30, 2018 due to an ongoing Advanced Pricing Agreement (“APA”) between the U.S. and Korea. In March 2016, the Internal Revenue Service (IRS) issued an audit notice and Information Documentation Requests (IDRs) for fiscal 2013. The audit is currently in progress and the statute of limitation was extended to December 31, 2017. In our major foreign jurisdictions and our major state jurisdictions, the years prior to 2011 and 2012, respectively, are closed to examination. Earlier years in our various jurisdictions may remain open for adjustment to the extent that we have tax attribute carryforwards from those years. In July 2015 and March 2016, Coherent Kaiserslautern GmbH (formerly Lumera Laser GmbH) received tax audit notices for the fiscal years 2010 to 2014. The audit began in August 2015. We acquired the shares of Lumera Laser GmbH in December 2012 and, pursuant to the terms of the acquisition agreement, we should not have responsibility for any assessments related to the pre-acquisition period. In June, 2016, Coherent Holding GmbH and Coherent Deutschland GmbH each received a tax audit notice for the fiscal years 2011 to 2014. The audit began in the fourth quarter of fiscal 2016. Coherent GmbH, Coherent LaserSystems GmbH & Co. KG and Coherent Germany GmbH received audit notices for the period that they were in existence during the fiscal years 2011 through 2014 and the audit work is scheduled to commence in January 2017.

We regularly engage in discussions and negotiations with tax authorities regarding tax matters in various jurisdictions and management believes that it has adequately provided reserves for any adjustments that may result from tax examinations.

The following table summarizes the activity related to the Company's gross unrecognized tax benefits for the three months ended December 31, 2016 (amounts in thousands):



	Three Months Ended
	December 31, 2016
Balance as of the beginning of the year	$	20,442
Increase related to acquisitions	21,659
Tax positions related to current year:
Additions	815
Reductions	—
Tax positions related to prior year:
Additions	3,018
Reductions	—
Settlements	—
Lapses in statutes of limitations	—
Foreign currency revaluation adjustment	(1,002		)
Balance as of end of period	$	44,932

As of December 31, 2016, the total amount of gross interest and penalties accrued was approximately $1.0 million, mostly due to the Rofin acquisition, and it is classified as long-term taxes payable in the consolidated balance sheet.

15. DEFINED BENEFIT PLANS

As a result of the Rofin acquisition, we have assumed all assets and liabilities of Rofin’s defined benefit plans for the Rofin-Sinar Laser, GmbH ("RSL") and Rofin-Sinar Inc. ("RS Inc.") employees. The U.S. plan began in fiscal year 1995 and is funded. Any new employees hired after January 1, 2007, are not eligible for the RS Inc. pension plan. As is the

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customary practice with German companies, the German pension plan is unfunded. Any new employees hired after the acquisition of Rofin-Baasel Lasertechnik in 2000 are not eligible for the RSL pension plan. The measurement date of these pension plans is September 30.

Effective January 1, 2012, the RS Inc. defined benefit plan was amended to exclude highly compensated employees, as defined by the Internal Revenue Service, from receiving future years of service under the RS Inc. defined benefit plan. A non-qualified defined benefit plan was created to replace the benefits lost by the employees that were otherwise excluded from the qualified defined benefit plan.

In addition, we have defined benefit plans in Coherent Korea, Coherent Japan, and Coherent Italy, covering all full-time employees with at least one year of service, and a defined benefit plan in Coherent Germany covering two individuals. As is the customary practice with European and Asian companies, the plans are unfunded. We have elected to recognize all actuarial gains and losses on these plans immediately, as incurred. The measurement date of these defined benefit plans is September 30.

For financial reporting purposes, the calculation of net periodic pension costs is based upon a number of actuarial assumptions including a discount rate for plan obligations, an assumed rate of return on pension assets and an assumed rate of compensation increase for employees covered by the plan. All of these assumptions were based upon management's judgment, considering all known trends and uncertainties. Actual results that differ from these assumptions would impact future expense recognition and the cash funding requirements of our defined benefit plans.

Components of net periodic cost were as follows for the three month periods ended December 31, 2016 and January 2, 2016:



	Three Months Ended
	December 31, 2016			January 2, 2016
Service cost	$	385		$	142
Interest cost	189			15
Expected return on plan assets	(123		)	—
Amortization of prior net (gain) loss	93			—
Amortization of prior service cost	13			—
Recognized net actuarial loss	230			122
Net periodic pension cost	$	787		$	279

16. SEGMENT INFORMATION

As a result of the acquisition of Rofin in the first quarter of fiscal 2017, we reorganized our prior two reporting segments (Specialty Laser Systems and Commercial Lasers and Components) into two new reporting segments for the combined company based upon the organizational structure of the combined company and how the chief operating decision maker ("CODM") receives and utilizes information provided to allocate resources and make decisions: OEM Laser Sources (“OLS”) and Industrial Lasers & Systems (“ILS”). Accordingly, our segment information was restated retroactively in the first quarter of fiscal 2017. This segmentation reflects the go-to-market strategies and synergies for our broad portfolio of laser technologies and products. While both segments deliver cost-effective, highly reliable photonics solutions, the OLS business segment is focused on high performance laser sources and complex optical sub-systems, typically used in microelectronics manufacturing, medical diagnostics and therapeutic medical applications, as well as in scientific research. Our ILS business segment delivers high performance laser sources, sub-systems and tools primarily used for industrial laser materials processing, serving important end markets like automotive, machine tool, consumer goods and medical device manufacturing. Rofin has primarily been included in our Industrial Lasers & Systems segment.

We have identified OLS and ILS 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 revenue is attributable to projects and recently developed products for which

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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 CODM as he assesses the performance of the segments and decides how to allocate resources to the segments. Income 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 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 from continuing operations for our operating segments and a reconciliation of our total income from continuing operations to income from continuing operations before income taxes (in thousands):



	Three Months Ended
	December 31, 2016				January 2, 2016
Net sales:
OEM Laser Sources	$	238,736			$	158,830
Industrial Lasers & Systems	107,337				31,445
Total net sales	$	346,073			$	190,275

Income from continuing operations:
OEM Laser Sources	$	83,590			$	40,920
Industrial Lasers & Systems	(16,508		)	1,825	(3,310		)
Corporate and other	(24,882		)		(10,327		)
Total income from continuing operations	42,200				27,283
Total other income (expense), net	5,172				(222		)
Income from continuing operations before income taxes	$	47,372			$	27,061

Major Customers

We had one major customer during the three months ended December 31, 2016 and January 2, 2016 who accounted for 23.0% and 10.6%, respectively, of net sales. We had another major customer who accounted for 17.6% of net sales for the three months ended January 2, 2016. The customers purchased primarily from our OLS segment.

We had one major customer who accounted for 17.6% and 18.0% of accounts receivable at December 31, 2016 and October 1, 2016, respectively. We had another major customer who accounted for 18.7% of accounts receivable at October 1, 2016. The customers purchased primarily from our OLS segment.

17. RESTRUCTURING CHARGES

In the first quarter of fiscal 2017, we began the implementation of planned restructuring activities in connection with the acquisition of Rofin. These activities primarily relate to the exit from our high power fiber laser product line, change of control payments to Rofin officers and re-grouping of our production lines due to segment reorganization, resulting in charges primarily for employee termination and other exit related costs associated with the write-off of property and equipment and inventory.

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The following table presents our current liability as accrued on our balance sheets for restructuring charges. The table sets forth an analysis of the components of the restructuring charges and payments and other deductions made against the accrual for the first quarter of fiscal 2017 (in thousands):



	Severance Related			Asset Write Offs			Total
Balances, Oct 1, 2016	$	—		$	—		$	—
Provision	2,703			4,359			7,062
Payments and other	(344		)	(4,359		)	(4,703		)
Balances, December 31, 2016	$	2,359		$	—		$	2,359

The current year severance related costs are primarily comprised of severance pay for employees being terminated due to the transition of activities out of Rofin. At December 31, 2016, $2.4 million of accrued restructuring costs were included in other current liabilities. By segment, $6.9 million of restructuring costs were incurred in the ILS segment and $0.2 million were incurred in the OLS segment. Restructuring charges are recorded in cost of sales, research and development and selling, general and administrative expenses in our condensed consolidated statements of operations.

18. DISCONTINUED OPERATIONS

Discontinued Operations and Assets Held for Sale

Discontinued operations are comprised of Rofin’s low power CO2 laser business based in Hull, United Kingdom, that we acquired as part of our acquisition of Rofin. As a condition of the acquisition, we are required to divest ourselves of Rofin’s low power CO2 laser business and will report this business separately as a discontinued operation until it is divested. Management is actively marketing this business for sale.

For financial statement purposes, the results of operations for this discontinued business have been segregated from those of the continuing operations and are presented in our condensed consolidated financial statements as discontinued operations and the net assets of the remaining discontinued business have been presented as current assets and current liabilities held for sale.

The results of discontinued operations for the fiscal quarter ended December 31, 2016 are as follows (in thousands):



Net sales	$	4,511
Cost of sales	3,109
Operating expenses	1,546
Other expense	218
Income tax benefit	(72		)
Net loss from discontinued operations	$	(290	)

Current assets and current liabilities classified as held for sale as of December 31, 2016 related to discontinued operations are as follows (in thousands):

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Accounts receivable	$	5,054
Inventories	5,844
Prepaid expenses and other assets	462
Property and equipment	9,740
Goodwill	33,121
Intangible assets	11,263
Total current assets held for sale	$	65,484

Accounts payable	$	1,729
Income taxes payable	380
Other current liabilities	5,277
Total current liabilities held for sale	$	7,386

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 providers of lasers, laser-based technologies and laser-based system solutions in a broad range of commercial, industrial and scientific 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.

As a result of the acquisition of Rofin in the first quarter of fiscal 2017, we reorganized our prior two reporting segments (Specialty Laser Systems and Commercial Lasers and Components) into two new reporting segments for the combined company: OEM Laser Sources (“OLS”) and Industrial Lasers & Systems (“ILS”). This segmentation reflects the go-to-market strategies and synergies for our broad portfolio of laser technologies and products. While both segments deliver cost-effective, highly reliable photonics solutions, the OLS business segment is focused on high performance laser sources and complex optical sub-systems typically used in microelectronics manufacturing, medical diagnostics and therapeutic medical applications, as well as in scientific research. Our ILS business segment delivers high performance laser sources, sub-systems and tools primarily used for industrial laser materials processing, serving important end markets like automotive, machine tool, consumer goods and medical device manufacturing.

Income from operations is the measure of profit and loss that our chief operating decision maker (“CODM”) uses to assess performance and make decisions. Income 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, Materials Processing, OEM Components and Instrumentation and Scientific Research in academia and government.

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:

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•

Leverage our technology portfolio and application engineering to lead the proliferation of photonics into broader markets—We will continue to identify opportunities in which our technology portfolio and application engineering can be used to offer innovative solutions and gain access to new markets. We plan to utilize our expertise to increase our market share in the mid to high power material processing applications.

•

Streamline our manufacturing structure and improve our cost structure—We will focus on optimizing the mix of products that we manufacture internally and externally. We will utilize vertical integration where our internal manufacturing process is considered proprietary and seek to leverage external sources when the capabilities and cost structure are well developed and on a path towards commoditization.

•

Focus on long-term improvement of adjusted EBITDA, in dollars and as a percentage of net sales—We define adjusted EBITDA as operating income adjusted for depreciation, amortization, stock compensation expenses, major restructuring costs and certain other non-operating income and expense items. Key initiatives to reach our goals for EBITDA improvements include utilization of our Asian manufacturing locations, rationalizing our supply chain and continued leveraging of our infrastructure.


•	Optimize our leadership position in existing markets—There are a number of markets where we have historically been at the forefront of technological development and product deployment and from which we have derived a substantial portion of our revenues. We plan to optimize our financial returns from these markets.

•

Maintain and develop additional strong collaborative customer and industry relationships—We believe that the Coherent brand name and reputation for product quality, technical performance and customer satisfaction will help us to further develop our loyal customer base. We plan to maintain our current customer relationships and develop new ones with customers who are industry leaders and work together with these customers to design and develop innovative product systems and solutions as they develop new technologies.


•	Develop and acquire new technologies and market share—We will continue to enhance our market position through our existing technologies and develop new technologies through our internal research and development efforts, as well as through the acquisition of additional complementary technologies, intellectual property, manufacturing processes and product offerings.

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 condensed 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and often involve complex estimation: revenue recognition, business combinations, 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 October 1, 2016.

Starting in the three months ended December 31, 2016, we assessed business combinations to be one of our critical accounting policies. We include the results of operations of the businesses that we acquire as of the respective dates of acquisition. We allocate the fair value of the purchase price of our business acquisitions to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Additional information existing as of the acquisition date, but unknown to us at that time, may become known during the remainder of the measurement period, not to exceed 12 months from the acquisition date, which may result in changes to the amounts and allocations recorded.

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.

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	Three Months Ended
	December 31, 2016			January 2, 2016			Change			% Change
	(Dollars in thousands)

Bookings	$	551,606		$	273,004		$	278,602		102.1	%
Book-to-bill ratio	1.59			1.43			0.16			11.2	%
Net sales—OEM Laser Sources	$	238,736		$	158,830		$	79,906		50.3	%
Net sales—Industrial Lasers & Systems	$	107,337		$	31,445		$	75,892		241.3	%
Gross profit as a percentage of net sales— OEM Laser Sources	52.1		%	47.9		%	4.2		%	8.8	%
Gross profit as a percentage of net sales—Industrial Lasers & Systems	17.0		%	27.1		%	(10.1		)%	(37.3	)%
Research and development as a percentage of net sales	7.8		%	10.1		%	(2.3		)%	(22.8	)%
Income from continuing operations before income taxes	$	47,372		$	27,061		$	20,311		75.1	%
Net cash provided by operating activities	$	82,641		$	14,262		$	68,379		479.4	%
Days sales outstanding in receivables	62.7			68.4			(5.7		)	(8.3	)%
Annualized first quarter inventory turns	2.1			2.7			(0.6		)	(22.2	)%
Capital spending as a percentage of net sales	4.4		%	2.5		%	1.9		%	76.0	%
Net income from continuing operations as a percentage of net sales	8.9		%	10.7		%	(1.8		)%	(16.8	)%
Adjusted EBITDA as a percentage of net sales	28.4		%	21.3		%	7.1		%	33.3	%

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. While we generally have not experienced a significant rate of cancellation, bookings are generally cancelable, depending on the notice period, 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 quarterly bookings divided by quarterly net sales. This is an indication of the strength of our business but can sometimes be impacted by a single large order or a single large shipment. A ratio of greater than 1.0 indicates that demand for our products is greater than what we supply in the quarter whereas a ratio of less than 1.0 indicates that demand for our products is less than what we supply in the quarter.

Bookings in the first quarter of fiscal 2017 included $78.8 million of Rofin bookings since the acquisition on November 7, 2016, primarily in the materials processing market. Bookings increased 102.1% in the first quarter of fiscal 2017 compared to the same quarter one year ago, primarily due to significant increases in the microelectronics and materials processing markets as well as increases in the OEM components and instrumentation market. Compared to the fourth quarter of fiscal 2016, bookings increased 119.0% with significant increases in the microelectronics and materials processing markets. The book-to-bill ratio was 1.59 in the first quarter of fiscal 2017.

Backlog represents orders which we expect to be shipped within 12 months and the current portion of service contracts. For a discussion of backlog, see “RESULTS OF OPERATIONS - BACKLOG”.

Microelectronics

Microelectronics bookings increased 98% compared to the same quarter one year ago and 155% from bookings in the fourth quarter of fiscal 2016. The microelectronics book-to-bill ratio for the first quarter of fiscal 2017 was 2.13.

Flat panel display orders in the first quarter of fiscal 2017 increased 113% from orders in the first quarter of fiscal 2016 and 200% from orders in the fourth quarter of fiscal 2016, primarily due to the timing and mix of order placement by customers with higher orders received from multiple customers in multiple countries for large format Linebeam 1000 systems to be used

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in organic light-emitting diode (OLED) production as well as higher service bookings. We expect continued fluctuations in order volumes on a quarterly basis. In addition to the front-end excimer laser annealing process, there are an increasing number of laser-based, back-end flat panel display packaging applications in the mobile handset market. These applications are linked to specific models or bubble orders and require rapid fulfillment. These higher than expected orders are reflected in our microelectronics market data and we are increasing production in several different product families and locations to meet delivery requirements.

Orders in the advanced packaging (API) market increased 82% from orders in the first quarter of fiscal 2016 and increased 85% from orders in the fourth quarter of fiscal 2016. The microvia business increased from fan-out wafer level packaging, which provides more input/output connections from a die. Orders from laser direct imaging (LDI) applications also improved; historically via drilling and LDI have trailed the semiconductor capital equipment market by approximately six months.

Orders from semiconductor capital equipment OEMs increased 21% from the first quarter of fiscal 2016 and increased 19% from the fourth quarter of fiscal 2016 due to increases in wafer inspection and processing (investments for mobile logic chips) applications. Service orders and shipments remain strong due to high utilization rates in most fabs. The growth is consistent with overall trends in the market as expressed by industry reports and capacity expansion for 3D NAND memory is the primary driver, followed by logic capacity expansion.

Materials Processing

Materials processing orders in the first quarter of fiscal 2017 included $69.6 million of Rofin orders since the acquisition on November 7, 2016. Materials processing orders increased 374% compared to the same quarter one year ago and increased 242% from the fourth quarter of fiscal 2016. The materials processing book-to-bill ratio for the first quarter of fiscal 2017 was 1.02. The materials processing vertical is the end market that has increased the most for us as a result of the Rofin acquisition. The traditional marking and engraving business performed well with contributions from metal work using ultra-violet lasers to textile marking with CO₂ products. Cutting and converting application orders were also strong due to volume orders from the package and label industry. Automotive applications were very active and drove orders for ultrafast lasers used in fuel injector nozzle drilling and high-power lasers used in powertrain welding. We also had record orders for medical device manufacturing workstations, where we see opportunities to expand our business.

OEM Components and Instrumentation

OEM Components and Instrumentation orders increased 56% compared to the same quarter one year ago and 10% from the fourth quarter of fiscal 2016. The book-to-bill ratio for the first quarter of fiscal 2017 was 1.01. The increases arose from an improved outlook from medical OEMs, sustained growth in bioinstrumentation and higher demand for medical consumables.

Orders for medical OEM products increased 191% compared to the same quarter one year ago and 115% compared to the fourth quarter of fiscal 2016. Instrumentation orders increased 26% compared to the same quarter one year ago but decreased 21% compared to the fourth quarter of fiscal 2016 due to timing of orders coming off the high orders in the fourth quarter of fiscal 2016. The medical OEM market remains strong including success with an excimer-based technique in refractive surgery by a major vendor. Bioinstrumentation customers are reporting solid growth in reagent sales, which drives demand for laser-based instruments across all territories. We are exploring new laser architectures that can accelerate instrument deployment through lower pricing. Our work in medical consumables, primarily fiber assemblies for lithotripsy (ultrasonic removal of kidney stones), has resulted in a steady increase in business and there are more opportunities in this area.

Scientific Research

Scientific and government programs orders increased 3% compared to the same quarter one year ago and decreased slightly from the fourth quarter of fiscal 2016. The book-to-bill for the first quarter of fiscal 2017 was 1.19.

We had record orders for Astrella™ in the first quarter of fiscal 2017, which is a workhorse tool in applications ranging from applied physics to physical chemistry, led by two factors. Chinese research investments in the physical sciences continue to grow and are nearly equal to those in the U.S. We also believe we have captured market share for ultrafast amplifiers across multiple geographies. The multiphoton microscopy market is a consistent overall performer. The mix is shifting towards our newer platforms including the Discovery, Monaco and Fidelity due to their applicability in optogenetics. Orders for CW and pulse lasers used in life sciences and chemistry also increased slightly reflecting research trends in Europe and Asia. The only product area with decreased orders was for certain gas lasers due to shifting technology.

Net Sales

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Net sales include sales of lasers, laser tools, related accessories and service. Net sales for the first fiscal quarter of 2017 increased 50.3% in our OLS segment and increased 241.3% in our ILS segment from the same quarter one year ago, with the majority of the increase in the ILS segment due to Rofin shipments since the acquisition on November 7, 2016. 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 first quarter increased from 47.9% to 52.1% in our OLS segment and decreased from 27.1% to 17.0% in our ILS segment from the same quarter 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 decreased to 7.8% from 10.1% in our first fiscal quarter compared to the same period 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 first quarter of fiscal 2017 decreased from 68.4 days to 62.7 days compared to the same quarter one year ago primarily due to higher sales of flat panel display system in Asia and the timing of collections of those receivables, lower sales and receivables in Japan which typically has a higher DSO and improved collections of older receivables in the U.S. and Europe partially offset by the impact of the acquisition of Rofin, who have historically had higher DSOs than those previously reported by us.

Annualized First Quarter Inventory Turns

We calculate annualized first quarter inventory turns as the cost of sales during the first quarter annualized and divided by net inventories at the end of the first quarter. 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 first quarter of fiscal 2017 decreased from 2.7 to 2.1 turns compared to the same quarter one year ago primarily due to the impact of the acquisition of Rofin in the first quarter of fiscal 2017, including both the impact of including Rofin's cost of sales only after the November 7, 2016 acquisition date and Rofin's historically lower inventory turns rate.

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 us in measuring our cash flows, net of capital expenditures. Our capital spending percentage increased to 4.4% from

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2.5% for the first quarter compared to the same period one year ago primarily due to investments to expand our manufacturing capacity in Göttingen, Germany, the acquisition of Rofin in the first quarter of fiscal 2017, the upgrade certain of our production facilities in California and New Jersey and higher purchases of production-related assets, partially offset by the impact of higher revenues in the first quarter of fiscal 2017.

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, such as costs related to the acquisition of Rofin. 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 from continuing operations as a percentage of net sales to our adjusted EBITDA as a percentage of net sales:



	Three Months Ended
	December 31, 2016		January 2, 2016
Net income from continuing operations as a percentage of net sales	8.9	%	10.7	%<