Form 8-K COHERENT INC For: Apr 28
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 28, 2016
COHERENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33962 | 94-1622541 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) | ||
5100 Patrick Henry Drive
Santa Clara, CA 95054
(Address of principal executive offices)
(408) 764-4000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. | Results of Operations and Financial Condition |
On April 28, 2016, Coherent, Inc. (the “registrant” or “Coherent”) issued a press release regarding its financial results for the fiscal quarter ended April 2, 2016. A copy of the press release is furnished as Exhibit 99.1 to this report.
NON-GAAP FINANCIAL MEASURES: Coherent utilizes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall business performance, for making operating decisions and for forecasting and planning future periods. Coherent considers the use of non-GAAP financial measures helpful in assessing its current financial performance, ongoing operations and prospects for the future. Ongoing operations are the ongoing revenue and expenses of the business, excluding certain costs and expenses that Coherent does not anticipate to recur on a quarterly basis or which do not reflect ongoing operations. While Coherent uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Coherent does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, Coherent believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. In assessing the overall health of its business, Coherent excluded items in the following general categories described below:
Net income and net income per diluted share. We have excluded certain recurring and non-recurring items in order to enhance investors’ understanding of our ongoing operations and to compare these results across multiple fiscal periods, particularly where a one-time event may have an impact in one fiscal quarter and not another.
Each of the non-GAAP financial measures described above, and used herein, should not be considered in isolation from, or as a substitute for, a measure of financial performance prepared in accordance with GAAP. Further, investors are cautioned that there are inherent limitations associated with the use of each of these non-GAAP financial measures as an analytical tool. In particular, these non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles and many of the adjustments to the GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in Coherent’s financial results for the foreseeable future. In addition, other companies, including other companies in Coherent’s industry, may calculate non-GAAP financial measures differently than Coherent does, limiting their usefulness as a comparative tool.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description |
99.1 | Press release dated April 28, 2016 |
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 hereunto duly authorized.
COHERENT, INC. | ||
Date: April 28, 2016 | ||
By: /s/ Bret M. DiMarco | ||
Bret M. DiMarco | ||
Executive Vice President and | ||
General Counsel | ||
Exhibit 99.1
PRESS RELEASE |
Editorial Contact: | For Release: | |
Kevin Palatnik | IMMEDIATE | |
(408) 764-4110 | April 28, 2016 | |
No. 1391 | ||
Coherent, Inc. Reports Second Fiscal Quarter Results
SANTA CLARA, CA, April 28, 2016 -- Coherent, Inc. (NASDAQ, COHR), a world leader in providing lasers and laser-based technology for scientific, commercial and industrial customers, today announced financial results for its second fiscal quarter ended April 2, 2016.
FINANCIAL HIGHLIGHTS
Three Months Ended | Six Months Ended | |||||||||||||||||||
April 2, 2016 | January 2, 2016 | April 4, 2015 | April 2, 2016 | April 4, 2015 | ||||||||||||||||
GAAP Results | ||||||||||||||||||||
(in millions except per share data) | ||||||||||||||||||||
Net sales | $ | 199.9 | $ | 190.3 | $ | 203.7 | $ | 390.2 | $ | 404.3 | ||||||||||
Net income | $ | 17.8 | $ | 20.3 | $ | 18.4 | $ | 38.1 | $ | 35.8 | ||||||||||
Diluted EPS | $ | 0.73 | $ | 0.84 | $ | 0.74 | $ | 1.57 | $ | 1.43 | ||||||||||
Non-GAAP Results | ||||||||||||||||||||
(in millions except per share data) | ||||||||||||||||||||
Net income | $ | 25.3 | $ | 23.9 | $ | 23.4 | $ | 49.3 | $ | 45.3 | ||||||||||
Diluted EPS | $ | 1.04 | $ | 0.99 | $ | 0.94 | $ | 2.03 | $ | 1.81 | ||||||||||
SECOND FISCAL QUARTER DETAILS
For the second fiscal quarter ended April 2, 2016, Coherent announced net sales of $199.9 million and net income, on a U.S. generally accepted accounting principles (GAAP) basis, of $17.8 million, or $0.73 per diluted share. These results compare to net sales of $203.7 million and net income of $18.4 million, or $0.74 per diluted share, for the second quarter of fiscal 2015.
Non-GAAP net income for the second quarter of fiscal 2016 was $25.3 million, or $1.04 per diluted share. Non-GAAP net income for the second quarter of fiscal 2015 was $23.4 million, or $0.94 per diluted share. Reconciliations of GAAP to non-GAAP financial measures for the three months ended April 2, 2016, January 2, 2016 and April 4, 2015 appear in the financial statements portion of this release under the heading “Reconciliation of GAAP to Non-GAAP net income."
Net sales for the first quarter of fiscal 2016 were $190.3 million and net income, on a GAAP basis, was $20.3 million, or $0.84 per diluted share. Non-GAAP net income for the first quarter of fiscal 2016 was $23.9 million, or $0.99 per diluted share.
Exhibit 99.1
Ending backlog expected to ship in the next 12 months was $469.3 million at April 2, 2016, compared to a backlog of $370.0 million at January 2, 2016 and a backlog of $315.3 million at April 4, 2015.
As previously announced, on March 16, 2016, we entered into a definitive agreement to acquire Rofin-Sinar Technologies, Inc. ("Rofin"), one of the world's leading developers and manufacturers of high-performance industrial laser sources and laser-based solutions and components. The acquisition will be an all-cash transaction at a price of $32.50 per share of Rofin common stock for a total approximate offer value of $942 million before fees and transaction costs. The completion of the acquisition is subject to customary closing conditions, including regulatory approvals.
“Coherent is in the very enviable position of having two game-changing opportunities underway. Our market-enabling solution for OLED manufacturing has contributed to record-shattering orders of nearly $500 million in the second fiscal quarter and includes Linebeam 1000, Linebeam 1500 and UV Blade systems. The capacity these tools provide will help drive a market share inversion between today’s LTPS-LCD technology and rigid and flexible OLEDs for mobile display applications. These systems and their long-term service annuity will deliver significant revenue, gross margin and profit dollars to the company,” said John Ambroseo, Coherent’s President and Chief Executive Officer. “We are also very excited by the opportunity to join forces with Rofin, which will greatly enhance our position in materials processing, the world’s largest market for lasers and laser-based tools. An intercompany team is actively engaged on how to best support customers, create revenue and cost synergies and finalize the plan for the first 100 days. We anticipate that the transaction will close within 6-9 months from the original announcement. We believe these opportunities will generate strong cash flow and we intend to use it to aggressively retire the acquisition financing,” Ambroseo added.
Coherent ended the quarter with cash, cash equivalents and short term investments of $361.1 million, an increase of $24.9 million from cash, cash equivalents and short term investments of $336.2 million at January 2, 2016.
CONFERENCE CALL REMINDER
The Company will host a conference call today to discuss its financial results at 1:30 P.M. Pacific (4:30 P.M. Eastern). A listen-only broadcast of the conference call can be accessed on the Company's website at http://www.coherent.com/Investors/. For those who are not able to listen to the live broadcast, the call will be archived for approximately three months on the company's website. A transcript of management’s prepared remarks can be found at http://www.coherent.com/Investors/.
Exhibit 99.1
Summarized statement of operations information is as follows (unaudited, in thousands except per share data):
Three Months Ended | Six Months Ended | ||||||||||||||||||
April 2, 2016 | January 2, 2016 | April 4, 2015 | April 2, 2016 | April 4, 2015 | |||||||||||||||
Net Sales | $ | 199,882 | $ | 190,275 | $ | 203,721 | $ | 390,157 | $ | 404,336 | |||||||||
Cost of sales(A)(B)(C) | 111,283 | 106,377 | 120,417 | 217,660 | 238,713 | ||||||||||||||
Gross profit | 88,599 | 83,898 | 83,304 | 172,497 | 165,623 | ||||||||||||||
Operating expenses: | |||||||||||||||||||
Research & development(A)(B) | 20,955 | 19,140 | 21,024 | 40,095 | 40,197 | ||||||||||||||
Selling, general & administrative(A)(B)(D) | 40,940 | 36,774 | 39,482 | 77,714 | 77,623 | ||||||||||||||
Amortization of intangible assets(C) | 700 | 701 | 666 | 1,401 | 1,362 | ||||||||||||||
Total operating expenses | 62,595 | 56,615 | 61,172 | 119,210 | 119,182 | ||||||||||||||
Income from operations | 26,004 | 27,283 | 22,132 | 53,287 | 46,441 | ||||||||||||||
Other income (expense), net(B) | (1,780 | ) | (222 | ) | 1,990 | (2,002 | ) | 1,305 | |||||||||||
Income before income taxes | 24,224 | 27,061 | 24,122 | 51,285 | 47,746 | ||||||||||||||
Provision for income taxes(E) | 6,443 | 6,775 | 5,709 | 13,218 | 11,903 | ||||||||||||||
Net income | $ | 17,781 | $ | 20,286 | $ | 18,413 | $ | 38,067 | $ | 35,843 | |||||||||
Net income per share: | |||||||||||||||||||
Basic | $ | 0.74 | $ | 0.85 | $ | 0.75 | $ | 1.58 | $ | 1.44 | |||||||||
Diluted | $ | 0.73 | $ | 0.84 | $ | 0.74 | $ | 1.57 | $ | 1.43 | |||||||||
Shares used in computations: | |||||||||||||||||||
Basic | 24,137 | 23,996 | 24,709 | 24,066 | 24,823 | ||||||||||||||
Diluted | 24,362 | 24,236 | 24,891 | 24,299 | 25,042 | ||||||||||||||
(A) | Stock-based compensation expense included in operating results is summarized below (all footnote amounts are unaudited, in thousands, except per share data): |
Stock-based compensation expense | Three Months Ended | Six Months Ended | ||||||||||||||
April 2, 2016 | January 2, 2016 | April 4, 2015 | April 2, 2016 | April 4, 2015 | ||||||||||||
Cost of sales | $ | 594 | $ | 605 | $ | 676 | $ | 1,199 | $ | 1,273 | ||||||
Research & development | 610 | 426 | 556 | 1,036 | 886 | |||||||||||
Selling, general & administrative | 4,183 | 2,714 | 3,550 | 6,897 | 7,013 | |||||||||||
Impact on income from operations | $ | 5,387 | $ | 3,745 | $ | 4,782 | $ | 9,132 | $ | 9,172 | ||||||
For the quarters ended April 2, 2016, January 2, 2016 and April 4, 2015, the impact on net income, net of tax was $3,876 ($0.16 per diluted share), $3,394 ($0.14 per diluted share) and $3,479 ($0.14 per diluted share), respectively. For the six months ended April 2, 2016 and April 4, 2015, the impact on net income, net of tax was $7,270 ($0.30 per diluted share) and $7,439 ($0.30 per diluted share), respectively.
Exhibit 99.1
(B) | Changes in deferred compensation plan liabilities are included in cost of sales and operating expenses while gains and losses on deferred compensation plan assets are included in other income (expense) net. Deferred compensation expense (benefit) included in operating results is summarized below: |
Deferred compensation expense (benefit) | Three Months Ended | Six Months Ended | ||||||||||||||
April 2, 2016 | January 2, 2016 | April 4, 2015 | April 2, 2016 | April 4, 2015 | ||||||||||||
Cost of sales | $ | (67 | ) | $ | 33 | $ | 21 | $ | (34 | ) | $ | 35 | ||||
Research & development | (296 | ) | 132 | 77 | (164 | ) | 160 | |||||||||
Selling, general & administrative | (1,485 | ) | 702 | 598 | (783 | ) | 1,026 | |||||||||
Impact on income from operations | $ | (1,848 | ) | $ | 867 | $ | 696 | $ | (981 | ) | $ | 1,221 | ||||
For the quarters ended April 2, 2016, January 2, 2016 and April 4, 2015, the impact on other income (expense) net from gains or losses on deferred compensation plan assets was expense of $1,819, income of $932 and income of $724, respectively. For the six months ended April 2, 2016 and April 4, 2015, the impact on other income (expense) net from gains or losses on deferred compensation plan assets was expense of $887 and income of $1,173, respectively.
(C) | For the quarters ended April 2, 2016, January 2, 2016 and April 4, 2015, the impact of amortization of intangible expense was $2,077 ($1,422 net of tax ($0.06 per diluted share)), $2,092 ($1,448 net of tax ($0.06 per diluted share)) and $2,036 ($1,540 net of tax ($0.06 per diluted share)), respectively. For the six months ended April 2, 2016 and April 4, 2015, the impact of amortization of intangible expense was $4,169 ($2,870 net of tax ($0.12 per diluted share)) and $4,216 ($3,147 net of tax ($0.13 per diluted share)), respectively. |
(D) | The quarter ended April 2, 2016 included $3,584 ($2,264 net of tax ($0.09 per diluted share)) of costs related the recently announced agreement to acquire Rofin. |
(E) | The quarter ended January 2, 2016 and six months ended April 2, 2016 included $1,221 ($0.05 per diluted share) non-recurring tax benefit from the renewal of the R&D tax credit for fiscal 2015. |
Exhibit 99.1
Summarized balance sheet information is as follows (unaudited, in thousands):
April 2, 2016 | October 3, 2015 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash, cash equivalents and short-term investments | $ | 361,058 | $ | 325,515 | |||
Accounts receivable, net | 150,409 | 142,260 | |||||
Inventories | 179,067 | 156,614 | |||||
Prepaid expenses and other assets | 34,602 | 28,294 | |||||
Total current assets | 725,136 | 652,683 | |||||
Property and equipment, net | 108,575 | 102,445 | |||||
Other assets | 214,832 | 213,819 | |||||
Total assets | $ | 1,048,543 | $ | 968,947 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||
Current liabilities: | |||||||
Short-term borrowings | $ | 5,000 | $ | — | |||
Accounts payable | 43,458 | 33,379 | |||||
Other current liabilities | 101,353 | 89,211 | |||||
Total current liabilities | 149,811 | 122,590 | |||||
Other long-term liabilities | 49,183 | 49,939 | |||||
Total stockholders’ equity | 849,549 | 796,418 | |||||
Total liabilities and stockholders’ equity | $ | 1,048,543 | $ | 968,947 | |||
Certain reclassifications have been made to prior year amounts to conform to the current year’s presentation.
Reconciliation of GAAP to Non-GAAP net income (unaudited, in thousands (other than per share data), net of tax):
Three Months Ended | Six Months Ended | |||||||||||||||
April 2, 2016 | January 2, 2016 | April 4, 2015 | April 2, 2016 | April 4, 2015 | ||||||||||||
GAAP net income | $ | 17,781 | $ | 20,286 | $ | 18,413 | $ | 38,067 | $ | 35,843 | ||||||
Stock-based compensation expense | 3,876 | 3,394 | 3,479 | 7,270 | 7,439 | |||||||||||
Amortization of intangible assets | 1,422 | 1,448 | 1,540 | 2,870 | 3,147 | |||||||||||
Acquisition-related costs | 2,264 | — | — | 2,264 | — | |||||||||||
Non-recurring tax benefit | — | (1,221 | ) | — | (1,221 | ) | (1,118 | ) | ||||||||
Non-GAAP net income | $ | 25,343 | $ | 23,907 | $ | 23,432 | $ | 49,250 | $ | 45,311 | ||||||
Non-GAAP net income per diluted share | $ | 1.04 | $ | 0.99 | $ | 0.94 | $ | 2.03 | $ | 1.81 | ||||||
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements, as defined under the Federal securities laws. These forward-looking statements include the statements in this press release that relate to revenue, gross margin and profit dollars from our market-enabling solutions and their ability to drive market share inversion between technologies, the timing of the closing of the Rofin merger, the effect the merger with Rofin will have on the Company’s position in materials processing, the ability of the combined company to generate strong cash flow and to aggressively retire acquisition financing. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any
Exhibit 99.1
forward-looking statement. Factors that could cause actual results to differ materially include risks and uncertainties, including, but not limited to, risks associated with any general market recovery, growth in demand for our products, the worldwide demand for flat panel displays, the demand for and use of the Company’s products in commercial applications, our successful implementation of our customer design wins, our and our customers’ exposure to risks associated with worldwide economic conditions, our customers’ ability to cancel long-term purchase orders, the ability of our customers to forecast their own end markets, our ability to accurately forecast future periods, customer acceptance and adoption of our new product offerings, continued timely availability of products and materials from our suppliers, our ability to timely ship our products and our customers’ ability to accept such shipments, our ability to have our customers qualify our product offerings, worldwide government economic policies, the risk the merger with Rofin may not be completed in a timely manner or at all, the failure to satisfy the conditions to consummation of the merger, the occurrence of any event, change or circumstance that could give rise to termination of the merger agreement, the effect of the announcement of the merger on business relationships, operating result and business generally, challenges and costs of closing, integrating and achieving anticipated synergies, the risk that the proposed merger disrupts current plans and operations and potential employee retention difficulties, risks related to diverting management’s attention from ongoing business operations, the outcome of any legal proceedings that may be instituted related to the merger agreement, and other risks identified in the Company’s and Rofin’s SEC filings. Readers are encouraged to refer to the risk disclosures and critical accounting policies and estimates described in the Company’s reports on Forms 10-K, 10-Q and 8-K, as applicable and as filed from time-to-time by the Company. Actual results, events and performance may differ materially from those presented herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Rofin plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the merger. Additionally, Rofin will file other relevant materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about the Company, Rembrandt Merger Sub Corp., Rofin, the merger and related matters. Stockholders are urged to read the Proxy Statement carefully when it is available.
Stockholders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company and Rofin through the web site maintained by the SEC at www.sec.gov.
In addition, stockholders will be able to obtain free copies of the Proxy Statement from Rofin by contacting their investor relations department.
The Company and Rofin, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of Rofin in respect of the transactions contemplated by the merger agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended October 3, 2015, and its proxy statement filed with the SEC on January 27, 2016. Information regarding Rofin’s directors and executive officers is contained in Rofin’s Form 10-K for the year ended September 30, 2015 and its proxy statement filed with the SEC on February 17, 2016. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the proxy statements, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by Rofin and other relevant materials to be filed with the SEC when they become available.
Exhibit 99.1
Founded in 1966, Coherent, Inc. is one of the world’s leading providers of lasers and laser-based technology for scientific, commercial and industrial customers. Our common stock is listed on the Nasdaq Global Select Market and is part of the Russell 2000 and Standard & Poor’s SmallCap 600 Index. For more information about Coherent, visit the Company's Web site at www.coherent.com for product and financial updates.
5100 Patrick Henry Dr. . P. O. Box 54980, Santa Clara, California 95056–0980 . Telephone (408) 764-4000