<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission File Number: 0-5255
COHERENT, INC.
(Exact name of registrant as specified in its charter)
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)
(408) 764-4000
(Registrant's telephone number, including area code)
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
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUES:
The number of shares outstanding of registrant's common stock, par value
$.01 per share, at August 1, 1994 was 10,237,389 shares.
<PAGE>
COHERENT, INC.
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
Consolidated Condensed Statements of Income --
Three months and nine months ended July 2, 1994
and June 26, 1993 3
Consolidated Condensed Balance Sheets --
July 2, 1994 and September 25, 1993 4
Consolidated Condensed Statements of Cash Flows --
Nine months ended July 2, 1994 and June 26, 1993 5
Notes to Consolidated Condensed Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION 12
SIGNATURES 13
2
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PART I. FINANCIAL INFORMATION
COHERENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED; IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE NINE
MONTHS ENDED MONTHS ENDED
JULY 2, June 26, JULY 2, June 26,
1994 1993 1994 1993
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<S> <C> <C> <C> <C>
NET SALES $55,257 $47,212 $157,498 $145,289
COST OF SALES 28,538 23,400 80,521 72,723
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GROSS PROFIT 26,719 23,812 76,977 72,566
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OPERATING EXPENSES:
Research and development 6,101 5,409 18,051 16,035
Selling, general and administrative 16,336 15,766 47,209 45,672
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TOTAL OPERATING EXPENSES 22,437 21,175 65,260 61,707
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INCOME FROM CONTINUING OPERATIONS 4,282 2,637 11,717 10,859
OTHER INCOME (EXPENSE):
Interest and dividend income 519 278 1,516 1,027
Interest expense (450) (594) (1,329) (1,466)
Foreign exchange gain (loss) 212 (68) 63 (126)
Other - net (57) 189 21 661
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TOTAL OTHER INCOME (EXPENSE), NET 224 (195) 271 96
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INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 4,506 2,442 11,988 10,955
PROVISION FOR INCOME TAXES 1,610 742 4,707 3,886
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INCOME FROM CONTINUING OPERATIONS 2,896 1,700 7,281 7,069
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS (NET OF TAX OF $352 AND
TAX BENEFIT OF $317, RESPECTIVELY) 23 (1,519)
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INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN ACCOUNTING
FOR INCOME TAXES 2,896 1,723 7,281 5,550
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES 5,637
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NET INCOME $2,896 $1,723 $7,281 $11,187
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AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 10,377 10,184 10,308 9,989
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COMMON AND COMMON EQUIVALENT
PER SHARE DATA:
INCOME FROM CONTINUING OPERATIONS $ .28 $ .17 $ .71 $ .71
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS .00 (.15)
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING FOR INCOME TAXES .56
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NET INCOME $ .28 $ .17 $ .71 $ 1.12
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</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
3
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COHERENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PAR VALUE PER SHARE)
<TABLE>
<CAPTION>
JULY 2, September 25,
1994 1993
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<S> <C> <C>
ASSETS (Unaudited)
CURRENT ASSETS:
Cash and equivalents $ 23,764 $27,923
Short-term investments 19,608 9,195
Accounts receivable - net of allowances of
$2,424 in 1994 and $3,949 in 1993 45,476 43,806
Other receivables, net 6,564 7,215
Inventories 38,536 35,792
Prepaid expenses and other assets 4,774 7,070
Net assets of discontinued operations 137
Deferred tax assets 13,817 13,119
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TOTAL CURRENT ASSETS 152,539 144,257
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PROPERTY AND EQUIPMENT 80,178 72,582
ACCUMULATED DEPRECIATION AND AMORTIZATION (37,615) (33,976)
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Property and equipment - net 42,563 38,606
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GOODWILL - net of accumulated amortization of
$3,354 in 1994 and $2,949 in 1993 5,101 4,772
NET ASSETS OF DISCONTINUED OPERATIONS 1,800 1,916
OTHER ASSETS 3,387 4,245
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$205,390 $193,796
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable $ 4,711 $ 5,666
Current portion of long-term obligations 6,223 3,832
Accounts payable 7,394 7,041
Income taxes payable 1,812 1,355
Other current liabilities 35,367 38,068
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TOTAL CURRENT LIABILITIES 55,507 55,962
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LONG-TERM OBLIGATIONS 13,780 14,122
DEFERRED INCOME 1,325 1,340
DEFERRED TAX LIABILITIES 3,228 1,543
MINORITY INTEREST IN SUBSIDIARIES 4,059 3,806
STOCKHOLDERS' EQUITY:
Common stock, par value $.01
Authorized - 50,000 shares
Outstanding - 10,231 in 1994 and 9,617 in 1993 101 98
Additional paid-in capital 67,387 64,457
Notes receivable from stock sales (1,688) (1,310)
Retained earnings 59,983 52,702
Accumulated translation adjustment 1,708 1,076
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TOTAL STOCKHOLDERS' EQUITY 127,491 117,023
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$205,390 $193,796
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</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
4
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COHERENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED; IN THOUSANDS)
<TABLE>
<CAPTION>
NINE
MONTHS ENDED
---------------------------
JULY 2, June 26,
1994 1993
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<S> <C> <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
OPERATING ACTIVITIES:
Net income $ 7,281 $ 11,187
Adjustments to reconcile to net cash
provided by operating activities:
Discontinued operations 1,519
Cumulative effect of change in accounting
for income taxes (5,637)
Changes in assets and liabilities 8,253 740
Other adjustments (2,398) 3,293
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NET CASH PROVIDED BY OPERATING ACTIVITIES 13,136 11,102
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INVESTING ACTIVITIES:
Purchases of short-term investments (50,997) (51,006)
Proceeds from sales of short-term investments 40,584 51,744
Purchases of property and equipment - net (7,998) (10,842)
Purchase of Vinten Electro-Optics Ltd. (1,500)
Other - net (885) (1,313)
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NET CASH USED FOR INVESTING ACTIVITIES (20,796) (11,417)
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FINANCING ACTIVITIES:
Long-term debt borrowings 8,825 2,676
Long-term debt repayments (6,377) (1,965)
Notes payable borrowings 4,799 5,700
Notes payable repayments (5,880) (12,000)
Repayments of capital lease obligations (416) (377)
Sales of shares under employee benefit plans 2,338 2,875
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NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES 3,289 (3,091)
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EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND EQUIVALENTS 212 337
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Net decrease in cash and equivalents (4,159) (3,069)
Cash and equivalents beginning of period 27,923 17,643
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CASH AND EQUIVALENTS END OF PERIOD $23,764 $14,574
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</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
5
<PAGE>
COHERENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying consolidated condensed financial statements have been
prepared in conformity with generally accepted accounting principles,
consistent with those reflected in the Company's annual report to
stockholders for the year ended September 25, 1993. All adjustments
necessary for a fair presentation have been made which comprise only normal
recurring adjustments; however, interim results of operations are not
necessarily indicative of results to be expected for the year.
2. Net income per share is based upon the weighted average number of common
shares outstanding during the period including dilutive common share
equivalents and shares issuable under the Productivity Incentive Plan.
Common share equivalents represent outstanding stock options when the
exercise price is less than the average market price for the period and
shares subscribed under the Employee Stock Purchase Plan.
No dividends were paid in fiscal 1993 or year-to-date in fiscal 1994.
3. Inventories are stated at the lower of cost (first-in, first-out) or
market. Inventories are as follows:
<TABLE>
<CAPTION>
JULY 2, September 25,
1994 1993
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(IN THOUSANDS)
<S> <C> <C>
Purchased parts and assemblies $ 11,533 $ 11,556
Work-in-process 14,023 12,859
Finished goods 12,980 11,377
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$ 38,536 $ 35,792
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</TABLE>
4. Other current liabilities consist of the following:
<TABLE>
<CAPTION>
JULY 2, September 25,
1994 1993
- - --------------------------------------------------------------------------------
(IN THOUSANDS)
<S> <C> <C>
Accrued expenses $ 9,737 $ 11,930
Accrued payroll and benefits 9,583 9,288
Customer deposits 638 564
Reserve for warranty 5,486 5,814
Deferred service income 7,259 7,135
Discontinued operations 2,664 3,337
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$ 35,367 $ 38,068
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</TABLE>
5. In October 1993, the Company acquired the business and net assets of Vinten
Electro-Optics Ltd. (VEOL), a wholly-owned subsidiary of Vinten Group plc
located in Leicester, England, for approximately $1.5 million in cash. The
acquisition has been accounted for as a purchase and accordingly, the
Company has recorded approximately $0.3 million of goodwill which is being
amortized over five years. VEOL is a supplier of optical components and
windows for infra-red imaging systems and is operating as Coherent Optics
Europe Ltd. (COEL).
6
<PAGE>
6. Effective February 2, 1994, the Company purchased its previously leased
optics facility located at 2301 Lindbergh Street, Auburn, California for
$3.7 million in cash.
7. In February 1994, the Company acquired 37% ownership interest in Infrared
Fiber Systems, Inc. (IFS) located in Silver Spring, Maryland, for $0.4
million in cash and the guarantee of a $0.2 million bank note payable.
Coherent also obtained certain exclusive distribution rights to IFS's
patented fibers for erbium lasers. The consideration in excess of net book
value acquired ($0.5 million) has been associated with the rights and is
being amortized over a five year period.
8. In April 1994, the Company acquired the beam diagnostic product line of Big
Sky Laser Technologies, Inc. located in Bozeman, Montana, for $0.9 million
and recorded $0.5 million of goodwill which will be amortized over three
years. All related activities, including sales, support, development and
manufacturing were moved to the Company's facility in Auburn, California.
9. Income from discontinued operations of $0.02 million ($.00 per common
share) in the prior year's third quarter resulted from net sales of $6.8
million. Loss from discontinued operations of $1.5 million ($.15 per common
share) in the prior year's nine months ended June 26, 1993 resulted from
net sales of $14.0 million.
10. Certain claims and lawsuits arising in the ordinary course of business have
been filed or are pending against the Company. In the opinion of
management, all such matters have been adequately provided for, are without
merit, or are of such kind that if disposed of unfavorably, would not have
a material adverse effect on the Company's consolidated condensed financial
position or results of operations.
The Company, along with several other companies, has been named as a party
to a remedial action order issued by the California Department of Toxic
Substance Control relating to soil and groundwater contamination at and in
the vicinity of the Stanford Industrial Park in Palo Alto, California,
where a former facility was located. The responding parties to the Regional
Order (including the Company) have completed Remedial Investigation and
Feasibility Reports, which were approved by the State of California. The
responding parties have installed one remedial system and the construction
of three additional remedial systems is scheduled for completion in
December 1994. The Company has reached agreement with responding parties on
final cost sharing. This agreement has allowed the Company to reduce its
estimate of its share of costs, resulting in a net credit of $0.2 million
during the current quarter.
The Company was also named, along with other parties, to a remedial action
order for the former facility site itself in Stanford Industrial Park. The
State of California has approved the Remedial Investigation and Feasibility
Study Reports prepared by the Company for this site. The Company has been
operating remedial systems at the site to remove subsurface chemicals since
April 1992. The Company has submitted a draft Remedial Action Plan to the
State of California which defines the supplemental systems needed to
complete remedial work. The Company has reduced its estimate of net site
costs by $0.2 million during the current quarter to include the costs
related to the draft Remedial Action Plan and the probable recovery of a
portion of the costs from other parties named to the clean up order.
Management believes that the Company's probable, nondiscounted net
liability at July 2, 1994 for remaining costs associated with the above
environmental matters is $1.7 million which has been previously accrued.
This amount consists of total estimated probable costs of $4.1 million
reduced by estimated minimum probable recoveries of $2.4 million from other
parties named to the order. Based on currently available information, the
Company believes that costs in excess of amounts accrued, if any, relating
to the investigation and remedial action which may be required by the
agencies of the State of California, will not have a material adverse
effect on the consolidated financial position or results of operations of
the Company.
7
<PAGE>
11. Certain amounts in the September 25, 1993 consolidated condensed balance
sheet have been reclassed to conform with the current year presentation.
8
<PAGE>
COHERENT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CONSOLIDATED SUMMARY
The Company's net income for the current quarter and nine months ended July
2, 1994 was $2.9 million ($.28 per common share) and $7.3 million ($.71 per
common share), respectively, compared to $1.7 million ($.17 per common share)
and $11.2 million ($1.12 per common share), in the corresponding prior year
periods. Results for the prior year's nine-month period include a one-time
favorable adjustment of $5.6 million ($.56 per common share) resulting from the
adoption of Statement of Financial Accounting Standards (SFAS) 109, "Accounting
for Income Taxes". Furthermore, results for the prior year's quarter and nine
month periods include income of $0.02 million, net of tax, ($.00 per common
share) and a $1.5 million loss, net of tax benefit, ($.15 per common share),
respectively, due to the divestiture of the Industrial business segment in the
quarter ended September 25, 1993. Income from continuing operations increased
$1.2 million (70%) and $0.2 million (3%) for the current quarter and nine months
ended July 2, 1994, compared to the same prior year periods. The increases were
primarily due to higher sales volumes and higher foreign exchange gains,
partially offset by increased product development spending and a higher current
year effective tax rate. The effective tax rate increased to 39% from 35% one
year ago due to a change in the distribution of earnings and losses among tax
jurisdictions with different tax rates.
All prior year amounts have been adjusted to reflect the discontinued
operations of the Company's Industrial segment.
RESULTS OF OPERATIONS
NET SALES AND GROSS PROFITS
CONSOLIDATED
The Company's net sales increased $8.0 million (17%) and $12.2 million (8%)
for the third quarter and year-to-date, respectively, compared to the same
periods one year ago. Sales increased in both the Electro-Optical and Medical
business segments. Most of the sales growth occurred internationally reflecting
the Company's efforts to improve market penetration offshore. International
sales exceeded 52% of total sales for both the quarter and nine months ended
July 2, 1994.
The gross profit rate decreased to 48% and 49% for the current quarter and
year-to-date, respectively, from 50% for the same periods one year ago. These
decreases were primarily in the Medical business segment and occurred as a
result of lower margins on aged products, new product upgrades and the current
quarter commencement of sales of certain products manufactured by others.
ELECTRO-OPTICAL
Electro-Optical net sales increased $5.1 million (20%) and $8.4 million
(10%) for the third quarter and nine months ended July 2, 1994, respectively,
compared to the corresponding prior year periods. The first quarter purchase of
Vinten Electro-Optics Ltd., (VEOL) in Leicester, England (Coherent Auburn
Group), resulted in sales increases of $1.2 million and $3.8 million for the
third quarter and year-to-date, respectively. The current quarter and
year-to-date sales increases were also due to higher sales volumes in both the
Coherent Auburn and Coherent Laser Groups.
The gross profit rate of 49% for the current quarter and nine months ended
July 2, 1994 reflected no change from the same periods one year ago.
9
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MEDICAL
Medical net sales increased $2.9 million (14%) and $3.8 million (6%) for
the current quarter and year-to-date, respectively, compared to the
corresponding prior year periods. International sales increased $3.8 million and
$5.1 million for the current quarter and year-to-date, respectively, while
domestic sales decreased $0.9 million and $1.3 million, respectively, for the
same periods reported. The international sales increases were primarily due to
increased sales volumes due to continued growth in our efforts in Asia Pacific,
Europe and South America and new product approvals in Germany and France. The
domestic sales decreases were primarily attributable to reduced shipments in the
Ophthalmic Business Unit, where we believe that customers are delaying purchases
due to the uncertainty associated with the proposed healthcare reform.
The gross profit rate decreased to 48% for the current quarter and
year-to-date from 52% and 50%, respectively, for the same periods one year ago.
These decreases are primarily due to lower margins on aged products, new product
upgrades and the current quarter commencement of sales of certain products
manufactured by others, as well as lower margins on increased sales through
distributors.
OPERATING EXPENSES
<TABLE>
<CAPTION>
Third Quarter First Three Quarters
1994 1993 1994 1993
------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Research & development $ 6,101 $ 5,409 $18,051 $16,035
Selling, general & administrative 16,336 15,766 47,209 45,672
- - --------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES $22,437 $21,175 $65,260 $61,707
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
</TABLE>
Total operating expenses increased $1.3 million (6%) for the current
quarter and increased $3.5 million (6%) for the nine months ended July 2, 1994,
respectively, compared to the same periods a year ago. As a percentage of sales,
total operating expenses decreased to 41% for the current quarter and
year-to-date, from 45% and 42%, respectively, for the same periods a year ago.
R&D expenses increased $0.7 million (13%) and $2.0 million (13%) for the
current quarter and year-to-date, respectively, and SG&A expenses increased $0.6
million (4%) and $1.5 million (3%) for the periods reported, compared to the
same periods a year ago. As a percentage of sales, R&D expenses remained at 11%
for the periods reported compared to the same periods a year ago. SG&A expenses
decreased to 30% for the current quarter and year-to-date, from 33% and 31%,
respectively, compared to the corresponding prior year periods.
The increases in R&D expenses were primarily due to higher costs related to
the increased number of new product introductions over the same periods last
year, the current year establishment of a new clinical research department
within the Coherent Medical Group and the international product approvals.
The increases in SG&A expenses were primarily due to higher sales and
marketing expenses in the Coherent Medical Group associated with increased
international headcount and higher travel expenses.
OTHER INCOME (EXPENSE)
Total other income (expense) increased $0.4 million and $0.2 million during
the current quarter and year-to-date, respectively, compared to the same periods
a year ago. The current quarter increase was primarily due to higher interest
income of $0.2 million, higher foreign exchange gains of $0.3 million due to the
strengthening of the U.S. dollar against the British Pound and German Mark,
lower
10
<PAGE>
interest expense of $0.1 million, partially offset by lower other income, net of
$0.2 million. The year-to-date increase was primarily due to higher interest
income of $0.5 million, lower interest expense of $0.1 million and higher
foreign exchange gains of $0.2 million. These increases were partially offset by
lower other income, net of $0.6 million due to the 1993 gain on the investment
in Palomar Medical.
INCOME TAXES
The Company's effective tax rate for the nine months ended July 2, 1994 was
39% compared to 35%, for the same period a year ago. The Company's fiscal 1994
and 1993 effective tax rates differ from the statutory rates because of
applicable state taxes, available tax credits and differing tax rates at foreign
locations. The effective tax rate is based on projected annual results by taxing
jurisdiction and can change should the Company not achieve these projected
results.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash, cash equivalents and
short-term investments of $43.4 million as of July 2, 1994. Additional sources
of liquidity are the Company's multi-currency line of credit and bank credit
facilities totaling $18.2 million as of July 2, 1994, of which $15.2 million is
unused and available under these credit facilities. In conjunction with such
credit facilities and a letter of guarantee on revenue bonds from financial
institutions, the Company is required to meet certain restrictive covenants.
These covenants require the Company to achieve certain financial ratios,
maintain prescribed levels of working capital and tangible net worth, achieve
specific operating and net income performance levels, and restrict payment of
dividends. The Company was in compliance with these covenants at July 2, 1994.
The Company also has equipment financing arrangements that are payable over two
to four years with varying interest rates.
CHANGES IN FINANCIAL CONDITION
Cash and equivalents decreased by $4.2 million (15%) year-to-date.
Operations and changes in exchange rates generated $13.1 million and $0.2
million, respectively. Financing activities generated $3.3 million; borrowings
provided $13.6 million and sales of shares under employee benefit plans,
including tax benefits, provided $2.3 million, partially offset by debt
repayments of $12.6 million. Investing activities used $20.8 million; $10.4
million, net, was used to purchased short-term investments, $8.0 million, net,
was used to acquire property and equipment, $1.5 million was used to acquire
VEOL and other investing activities used $0.9 million.
Prepaid expenses and other assets decreased $2.3 million (32%) from
September 25, 1993 as the Company had prepaid taxes at fiscal year-end which
were used for current year estimated tax payments.
Other current liabilities decreased $2.7 million (7%) from September 25,
1993 primarily due to the settlement of the R&D grant issue with the German
government and the timing of sales tax payments.
Current portion of long-term obligations increased $2.4 million (62%) from
September 25, 1993 primarily due to the financing of the purchase of the
Company's previously leased optics facility in Auburn, California.
11
<PAGE>
COHERENT, INC.
PART II. OTHER INFORMATION
ITEM 1. Material developments in connection with legal proceedings.
N/A
ITEM 2. Material modification of rights of registrant's securities.
N/A
ITEM 3. Defaults on senior securities.
N/A
ITEM 4. Submission of Matters to a Vote of Security Holders
N/A
ITEM 5. Other.
N/A
ITEM 6. Exhibits and Reports on Form 8-K.
N/A
12
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COHERENT, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
COHERENT, INC.
(Registrant)
Date: August 8, 1994 By: ROBERT J. QUILLINAN
-------------------------------------
Robert J. Quillinan
Vice President and Chief Financial Officer
13