<PAGE>
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 March 30, 1996
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUES:
The number of shares outstanding of registrant's common stock, par value $.01
per share, at May 1, 1996 was 11,064,731 shares.
<PAGE>
COHERENT, INC.
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION:
Consolidated Condensed Statements of Income --
Three months and six months ended March 30, 1996
and April 1, 1995 3
Consolidated Condensed Balance Sheets --
March 30, 1996 and September 30, 1995 4
Consolidated Condensed Statements of Cash Flows --
Six months ended March 30, 1996 and April 1, 1995 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 13
SIGNATURES 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
COHERENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED; IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE SIX
MONTHS ENDED MONTHS ENDED
-------------------- ----------------------
MARCH 30, April 1, MARCH 30, April 1,
1996 1995 1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES $90,552 $66,456 $174,233 $125,039
COST OF SALES 43,831 33,902 85,156 62,747
- ----------------------------------------------------------------------------------------
GROSS PROFIT 46,721 32,554 89,077 62,292
- ----------------------------------------------------------------------------------------
OPERATING EXPENSES:
Research and development 9,621 7,605 18,083 14,472
Selling, general and administrative 25,986 19,098 50,432 36,470
- ----------------------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 35,607 26,703 68,515 50,942
- ----------------------------------------------------------------------------------------
INCOME FROM OPERATIONS 11,114 5,851 20,562 11,350
OTHER INCOME (EXPENSE):
Interest and dividend income 671 608 1,347 1,166
Interest expense 0 (349) (28) (663)
Foreign exchange gain (loss) (12) 866 3 771
Other - net 342 305 829 363
- ----------------------------------------------------------------------------------------
TOTAL OTHER INCOME (EXPENSE), NET 1,001 1,430 2,151 1,637
- ----------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 12,115 7,281 22,713 12,987
PROVISION FOR INCOME TAXES 4,764 2,892 8,897 5,112
- ----------------------------------------------------------------------------------------
NET INCOME $ 7,351 $ 4,389 $ 13,816 $ 7,875
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
NET INCOME PER COMMON AND
COMMON EQUIVALENT SHARE $.64 $.40 $1.21 $.73
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 11,507 11,034 11,456 10,854
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
3
<PAGE>
COHERENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED; IN THOUSANDS, EXCEPT PAR VALUE PER SHARE)
<TABLE>
<CAPTION>
MARCH 30, September 30,
1996 1995
- --------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and equivalents $ 16,130 $ 20,426
Short-term investments 35,834 24,242
Accounts receivable - net of allowances of
$2,646 in 1996 and $2,834 in 1995 67,865 62,374
Inventories 62,123 52,004
Prepaid expenses and other assets 7,060 11,173
Deferred tax assets 18,503 14,733
- --------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 207,515 184,952
- --------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT 95,917 91,300
ACCUMULATED DEPRECIATION AND AMORTIZATION (48,409) (46,427)
- --------------------------------------------------------------------------------
Property and equipment - net 47,508 44,873
- --------------------------------------------------------------------------------
GOODWILL - net of accumulated amortization of
$4,987 in 1996 and $4,237 in 1995 11,368 10,152
OTHER ASSETS 24,158 15,897
- --------------------------------------------------------------------------------
$290,549 $255,874
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Short-term borrowings $ 4,408 $ 7,016
Current portion of long-term obligations 4,583 5,285
Accounts payable 12,293 11,688
Income taxes payable 9,326 4,165
Other current liabilities 65,738 50,011
- --------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 96,348 78,165
- --------------------------------------------------------------------------------
LONG-TERM OBLIGATIONS 4,275 5,139
OTHER LONG-TERM LIABILITIES 9,791 9,597
MINORITY INTEREST IN SUBSIDIARIES 2,048 1,782
STOCKHOLDERS' EQUITY:
Common stock, par value $.01
Authorized - 50,000 shares
Outstanding - 11,042 in 1996 and
10,869 in 1995 109 108
Additional paid-in capital 79,057 76,225
Notes receivable from stock sales (983) (1,218)
Unrealized gain on short-term investments 797 171
Retained earnings 97,296 83,480
Accumulated translation adjustment 1,811 2,425
- --------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 178,087 161,191
- --------------------------------------------------------------------------------
$290,549 $255,874
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.
4
<PAGE>
COHERENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED; IN THOUSANDS)
<TABLE>
<CAPTION>
SIX
MONTHS ENDED
-------------------------
Mar. 30, April 1,
1996 1995
- -------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS
OPERATING ACTIVITIES:
Net income $ 13,816 $ 7,875
Adjustments to reconcile to net cash
provided by (used for) operating activities:
Purchases of short-term investments (54,124) (49,532)
Proceeds from sales of short-term investments 42,532 38,300
Changes in assets and liabilities 10,571 2,949
Other adjustments 2,760 (5,979)
- -------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES 15,555 (6,387)
- -------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property and equipment - net (7,031) (2,749)
Purchase of Amoco assets (4,520)
Purchase of asset held for investment (4,312)
Acquisition of Japan distribution rights (5,048)
Purchase of other intangibles (1,954)
Other assets - net (3,486) (430)
- -------------------------------------------------------------------------------
NET CASH USED FOR INVESTING ACTIVITIES (17,519) (12,011)
- -------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Long-term debt borrowings 1,305 2
Long-term debt repayments (2,821) (2,044)
Notes payable borrowings 3,213 4,008
Notes payable repayments (5,821) (2,649)
Repayments of capital lease obligations (45) (302)
Sales of shares under employee benefit plans 2,007 3,230
- -------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES (2,162) 2,245
- -------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES
ON CASH AND EQUIVALENTS (170) (2,730)
- -------------------------------------------------------------------------------
Net decrease in cash and equivalents (4,296) (18,883)
Cash and equivalents beginning of period 20,426 27,239
- -------------------------------------------------------------------------------
CASH AND EQUIVALENTS END OF PERIOD $ 16,130 $ 8,356
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>
SEE ACCOMPANYING 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 30, 1995. 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. Common and equivalent per share data 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. Dilutive common stock equivalents include
outstanding stock options when the exercise price is less than the
average market price and shares subscribed under the Employee Stock
Purchase Plan.
No dividends were paid in fiscal 1996 or 1995.
3. Balance Sheet Detail:
Inventories are stated at the lower of cost (first-in, first-out) or
market. Inventories are as follows:
March 30, September 30,
1996 1995
-------------------------------------------------------------------------
(IN THOUSANDS)
Purchased parts and assemblies $15,524 $14,840
Work-in-process 21,761 19,836
Finished goods 24,838 17,328
-------------------------------------------------------------------------
Net inventories $62,123 $52,004
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Prepaid expenses and other assets consist of the following:
March 30, September 30,
1996 1995
-------------------------------------------------------------------------
(IN THOUSANDS)
Prepaid expenses and other $ 6,640 $ 5,483
Prepaid income taxes 420 5,690
-------------------------------------------------------------------------
Prepaid expenses and other assets $ 7,060 $11,173
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Other assets consist of the following:
March 30, September 30,
1996 1995
-------------------------------------------------------------------------
(IN THOUSANDS)
Assets held for investment $ 8,812 $ 6,726
Intangibles and other assets 15,346 9,171
-------------------------------------------------------------------------
Other assets $24,158 $15,897
-------------------------------------------------------------------------
-------------------------------------------------------------------------
6
<PAGE>
Other current liabilities consist of the following:
March 30, September 30,
1996 1995
-------------------------------------------------------------------------
(IN THOUSANDS)
Accrued expenses and other $19,054 $16,085
Accrued payroll and benefits 16,679 15,889
Reserve for warranty 11,096 6,856
Deferred income 8,973 8,595
Accrual for Japanese distribution
rights and inventory 7,627
Customer deposits 2,309 2,586
-------------------------------------------------------------------------
Other current liabilities $65,738 $50,011
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Other long-term liabilities consist of the following:
March 30, September 30,
1996 1995
-------------------------------------------------------------------------
(IN THOUSANDS)
Deferred tax liabilities $ 4,275 $ 4,679
Environmental remediation costs 2,398 2,469
Deferred income and other 3,118 2,449
-------------------------------------------------------------------------
Other long-term liabilities $ 9,791 $ 9,597
-------------------------------------------------------------------------
-------------------------------------------------------------------------
4. 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 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 the Porter Drive facility is 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 four
remedial systems and have reached agreement with responding parties on
final cost sharing.
The Company was also named, along with other parties, to a remedial
action order for the Porter Drive facility site itself in the Stanford
Industrial Park. The State of California has approved the Remedial
Investigation Report, Feasibility Study Report, Remedial Action Plan
Report and Final Remedial Action Report prepared by the Company for this
site. The Company has been operating remedial systems at the site to
remove subsurface chemicals since April 1992.
Management believes that the Company's probable, nondiscounted net
liability at March 30, 1996 for remaining costs associated with the
above environmental matters is $1.5 million which has been previously
accrued. This amount consists of total estimated probable costs of $3.0
million ($0.6 million included in other current liabilities and $2.4
million included in other long-term liabilities) reduced by estimated
minimum probable recoveries of $1.5 million
7
<PAGE>
included in other assets 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.
5. Certain prior year amounts have been reclassified to conform with
the current quarter presentation.
8
<PAGE>
COHERENT, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company operates in a technologically advanced, dynamic and highly
competitive environment. The Company's future operating results are and will
continue to be subject to quarterly variations based on a variety of factors,
many of which are beyond the Company's control, including fluctuations in
customer orders and foreign currency exchange rates, among others. While the
Company attempts to identify and respond to these conditions in a timely
manner, they represent significant risks to the Company's performance. In
particular, the Company has experienced in recent quarters significant
increases in orders, sales and profits which it believes has contributed to
the increase in its stock price over this period. However, if additional
orders fail to materialize during the next, or any future, quarter, or if for
any reason the Company's shipments are disrupted (particularly near a quarter
end when the Company typically ships a significant portion of its sales), it
would have a material adverse effect on sales and earnings, and a
corresponding adverse effect on the market price of the Company's stock.
Similarly, the Company conducts a significant portion of its business
internationally. International sales accounted for more than 50% of the
Company's sales for fiscal 1995 and for the first six months of fiscal 1996.
The Company expects that international sales will continue to account for a
significant portion of its net sales in the future. A significant amount of
these sales occur through its international subsidiaries, some of which also
perform research, development, manufacturing and service functions. As a
result of the Company's international sales and operations, it is subject to
the risks of conducting business internationally, including sovereign risk
and fluctuations in foreign exchange rates, which could affect the sales
price in local currencies of the Company's products in foreign markets as
well as the Company's local costs and expenses of its foreign operations.
The Company uses forward exchange and currency swap contracts, and other risk
management techniques, to hedge its exposure to currency fluctuations
relating to its intercompany transactions and certain firm foreign currency
commitments; however, its international subsidiaries remain exposed to the
economic risks of foreign currency fluctuations.
RESULTS OF OPERATIONS
CONSOLIDATED SUMMARY
The Company's net income for the current quarter and six months ended
March 30, 1996 was $7.4 million ($.64 per common share) and $13.8 million
($1.21 per common share), respectively, compared to $4.4 million ($.40 per
common share) and $7.9 million ($.73 per common share), in the corresponding
prior year periods. Pretax income increased $4.8 million (66%) for the
current quarter and increased $9.7 million (75%) for the six months ended
March 30, 1996 compared to the same prior year periods. The primary factors
contributing to these increases were higher sales volumes, higher gross
profit rates and lower operating expenses as a percentage of sales. The
effective tax rate for the six months ended March 30, 1996 remained at 39%
compared to the same period one year ago.
NET SALES AND GROSS PROFITS
CONSOLIDATED
The Company's sales for the second quarter and six months ended March
30, 1996, increased $24.1 million (36%) and $49.2 million (39%),
respectively, from the same periods a year ago. During the current quarter
and six months ended March 30, 1996, international and domestic sales
increased in both the Medical and Electro-Optical business segments. The
sales increases were primarily due to the
9
<PAGE>
Company's record order rate for the current quarter and six months ended
March 30, 1996. Such sales increases were lead by higher shipments to OEM's
and commercial customers in the Electro-Optical business segment and by
higher volumes of lasers for aesthetic surgery in the Medical business
segment.
The gross profit rate increased to 52% for the current quarter compared
to 49% for the same prior year period and increased to 51% for the six months
ended March 30, 1996 compared to 50% for the same prior year period. The
year-to-date increase was primarily due to efficiencies associated with the
higher sales volumes, manufacturing enhancements, and a higher mix of high
margin products in the Medical segment.
ELECTRO-OPTICAL
Electro-Optical net sales increased $11.8 million (31%) and $22.4
million (32%) for the second quarter and six months ended March 30, 1996,
respectively, compared to the corresponding prior year periods. Management
believes that the sales increases are a reflection of the strong market
acceptance of products introduced in the last eighteen months.
The gross profit rate increased to 52% during the current quarter from
48% for the same period last year and increased to 51% for the six months
ended March 30, 1996 compared to 49% for the same period one year ago. The
current quarter and year-to-date increases resulted primarily from
efficiencies associated with the higher throughput and due to the
manufacturing facility enhancements at Lambda Physik GmbH.
MEDICAL
Medical net sales increased $12.3 million (43%) and $26.7 million (49%)
for the second quarter and six months ended March 30, 1996, respectively,
compared to the corresponding prior year periods. The increases resulted
primarily from increased shipments of the Ultrapulse for Derm/Cosmetic
applications and the significant reduction of the large backlog accumulated
in fiscal 1995.
The gross profit rate increased to 51% for the current quarter and for
the six months ended March 30, 1996 compared to 50% for the same periods last
year. The year-to-date increase resulted primarily from efficiencies
associated with the higher sales volumes and increased sales of higher
margin products.
OPERATING EXPENSES
Second Quarter First Half
1996 1995 1996 1995
----------------------------------------
(IN THOUSANDS)
Research & development $ 9,621 $ 7,605 $18,083 $14,472
Selling, general & administrative 25,986 19,098 50,432 36,470
- -------------------------------------------------------------------------------
Total operating expenses $35,607 $26,703 $68,515 $50,942
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total operating expenses increased $8.9 million (33%) and $17.6 million
(34%) for the current quarter and six months ended March 30, 1996,
respectively, compared to the same periods a year ago; however, such expenses
decreased as a percentage of sales to 39% for both the current quarter and
year-to-date, compared to 40% and 41%, respectively, for the corresponding
prior year periods.
Research and development (R&D) expenses increased $2.0 million (27%) for
the current quarter and increased $3.6 million (25%) year-to-date, compared
to the same periods a year ago. While R&D expenses, expressed as a
percentage of sales, for the current quarter remained at 11%, but decreased
year-to-date to 10% from 12% in the prior year, most of the spending
increases occurred in the Electro-Optical business segment primarily due to
increased headcount from internal growth and business
10
<PAGE>
acquisitions.
Selling, general and administration (SG&A) expenses increased $6.9
million (36%) and $14.0 million (38%) for the current quarter and
year-to-date, respectively, compared to the same periods a year ago but
remained at 29% of sales for both periods presented. Sales and marketing
expense increased $4.4 million (34%) and $9.8 million (40%) for the current
quarter and year-to-date, respectively, and administration expense increased
$2.5 million (40%) and $4.1 million (35%), respectively, compared to the same
periods a year ago. The increases in administration expense resulted
primarily from additional headcount due to business acquisitions and
increased amortization of intangibles associated with fiscal 1995
acquisitions.
OTHER INCOME (EXPENSE)
Other income, net, decreased $0.4 million during the current quarter and
increased $0.5 million for the six months ended March 30, 1996, compared to
the same periods last year. The current quarter decrease was primarily due
to the non-recurrence of the significantly high foreign exchange gains
recorded in the prior year's second quarter partially offset by the current
quarter capitalization of interest on the refurbishing of the Porter Drive
building. The year-to-date increase was primarily due to the recording of
capitalized interest on the Porter Drive building and the recording of
income associated with the discounting of leases on equipment partially
offset by the non-recurrence of high foreign exchange gains recorded in the
prior year.
INCOME TAXES
The Company's effective tax rate for the six months ended March 30, 1996
and April 1, 1995 was 39%.
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are cash, cash equivalents
and short-term investments of $52.0 million. Additional sources of liquidity
are the Company's multi-currency line of credit and bank credit facilities
totaling $25.4 million. As of March 30, 1996, the Company had $22.9 million
unused and available under these credit facilities.
CHANGES IN FINANCIAL CONDITION
Cash and cash equivalents decreased by $4.3 million (21%) year-to-date.
Operations and changes in exchange rates provided $15.4 million; short-term
investments increased $11.6 million. Investing activities used $17.5 million
including $7.0 million used to acquire property and equipment (net of
proceeds from dispositions of property and equipment); $5.0 million used to
purchase distribution rights in Japan, $2.0 million used for acquisitions
made by the Company and $3.5 million of other investing activities, including
$2.1 million of expenditures on the refurbishment of the Porter Drive
facility and other additions of $1.4 million. Financing activities used $2.2
million, including net repayments on borrowings of $4.2 million partially
offset by sales of shares under employee benefit plans which generated $2.0
million.
Net inventories increased $10.1 million (20%) from September 30, 1995
primarily due to the purchase of inventory from the Company's former Japanese
distributor and the build-up of inventory to support the Company's direct
sales in Japan.
Prepaid expenses and other assets decreased $4.1 million (37%) from
September 30, 1995 primarily due to decreases in prepaid taxes due to the
timing of payments
11
<PAGE>
Other assets increased $6.2 million (67%) from September 30, 1995
primarily due to the purchase of the Japanese distribution rights.
Short-term borrowings decreased $2.6 million (37%) from September 30,
1995 primarily due to a payment made related to the June 1995 Adlas
acquisition.
Accrued expenses and other increased $10.6 million (66%) from September
30, 1995 primarily due to the accrual of the payment made to the Company's
former Japanese distributor in early April 1996.
12
<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
On March 20, 1996 the Annual Meeting of Stockholders of Coherent, Inc.
was held in Santa Clara, California.
The following individuals were elected to the Board of Directors of
Coherent, Inc.:
James L. Hobart Charles W. Cantoni
Henry E. Gauthier Frank P. Carrubba
Jerry E. Robertson Thomas Sloan Nelsen
Other matters voted upon at the meeting and the number of affirmative
and negative votes cast with respect to each such matter were as
follows:
Affirmative Negative
Votes Votes
----------- ----------
1. Proposal to adopt the 1995 Stock 4,594,550 2,854,867
Plan to which 1,250,000 shares of
Common Stock are reserved for
issuance;
2. Proposal to amend the 1990 Directors' 6,133,734 1,417,689
Stock Option Plan to (i) increase the
number of shares reserved for issuance
thereunder to by 50,000 shares to an
aggregate of 150,000 shares of Common
Stock and (ii) provide for the automatic
acceleration of vesting of outstanding
options in the event of a merger or
asset sale;
3. Ratification of the appointment of 9,480,598 11,356
Deloitte & Touche LLP as independent
public accountants for the 1996
fiscal year.
ITEM 5. Other.
N/A
ITEM 6. Exhibits and Reports on Form 8-K.
Exhibit 27 "Financial Data Schedules" included herewith.
13
<PAGE>
COHERENT, INC.
SIGNATURES
Pursuant to the requirements of the Securities and 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: May ______ 1996 By: ROBERT J. QUILLINAN
--------------------------------
Robert J. Quillinan
Vice President and Chief
Financial Officer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> MAR-30-1996
<CASH> 16,130
<SECURITIES> 35,834
<RECEIVABLES> 75,359
<ALLOWANCES> 3,941
<INVENTORY> 62,123
<CURRENT-ASSETS> 207,515
<PP&E> 95,917
<DEPRECIATION> 48,409
<TOTAL-ASSETS> 290,549
<CURRENT-LIABILITIES> 96,348
<BONDS> 4,275
0
0
<COMMON> 109
<OTHER-SE> 177,978
<TOTAL-LIABILITY-AND-EQUITY> 290,549
<SALES> 174,233
<TOTAL-REVENUES> 174,233
<CGS> 85,156
<TOTAL-COSTS> 85,156
<OTHER-EXPENSES> 68,515
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 28
<INCOME-PRETAX> 22,713
<INCOME-TAX> 8,897
<INCOME-CONTINUING> 13,816
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,816
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 1.21
</TABLE>
