UNITED STATES
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): May 9, 2017 (May 8, 2017)
 
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, including zip code)
 
(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)

[_] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 








ITEM 1.01.    
Entry into a Material Definitive Agreement
 
On May 8, 2017, Coherent, Inc. (the “registrant” or “Coherent”) entered into Amendment No. 1 and Waiver to Credit Agreement (the “Amendment”) with Coherent Holding GmbH (the “Borrower”), Barclays Bank PLC, as administrative agent (the “Administrative Agent”), and the Lenders party thereto, which amends that certain Credit Agreement, dated as of November 7, 2016, by and among Coherent, the Borrower, the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, Barclays Bank PLC, as the Administrative Agent and as 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 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein, but not defined herein, have the meanings ascribed to such terms in the Amended Credit Agreement).

The Amendment, among other things, provides for a reduction to the applicable interest rate margins with respect to the Euro Term Loans to 1.25% for Euro Term Loans maintained as base rate loans and 2.25% for Euro Term Loans maintained as eurocurrency rate loans, with stepdowns to 1.00% and 2.00%, respectively, available after May 8, 2018 if the consolidated total gross leverage ratio for Coherent and its restricted subsidiaries is less than 1.50:1.00 and extends the period during which a prepayment premium may be required for a Repricing Transaction until six months after the effective date of the Amendment.

Certain of the Lenders and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with Coherent or Coherent’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Additional details of the Credit Agreement were previously disclosed in Coherent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2016 and are incorporated herein by reference.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 2.02.    
Results of Operations and Financial Condition
 
On May 9, 2017, Coherent issued a press release regarding its financial results for the fiscal quarter ended April 1, 2017. 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.  Coherent has excluded certain recurring and non-recurring items in order to enhance investors’ understanding of its 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 2.03.    
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth in Item 1.01 above is incorporated herein by reference.

ITEM 9.01.    Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.
Description
10.1
Amendment No. 1 and Waiver to Credit Agreement, dated as of May 8, 2017, by and among Coherent, Inc., Coherent Holding GmbH, the Guarantors party thereto, the Lenders party thereto and Barclays Bank PLC, as Administrative Agent
99.1
Press release dated May 9, 2017




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: May 9, 2017
 
 
By: /s/ Kevin Palatnik
 
 
Kevin Palatnik
 
Executive Vice President and
 
Chief Financial Officer

 
EXHIBIT INDEX
 
 
 
 
 
 
Exhibit
No.
 
Description
 
 
10.1
 
Amendment No. 1 and Waiver to Credit Agreement, dated as of May 8, 2017, by and among Coherent, Inc., Coherent Holding GmbH, the Guarantors party thereto, the Lenders party thereto and Barclays Bank PLC, as Administrative Agent
 
 
 
99.1
 
Press release dated May 9, 2017
 
 
 


Exhibit 10.1

AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT
This Amendment No. 1 and Waiver to Credit Agreement, dated as of May 8, 2017 (this “ Amendment ”), to that certain Credit Agreement, dated as of November 7, 2016 (the “ Credit Agreement ”), among COHERENT, INC., a Delaware corporation (the “ Parent ”), COHERENT HOLDING GMBH, a German company with limited liability (the “ Borrower ”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, BARCLAYS BANK PLC, as administrative agent (the “ Administrative Agent ”) and as an L/C Issuer, BANK OF AMERICA, N.A., as an L/C Issuer, MUFG UNION BANK, N.A., as an L/C Issuer, and the financial institutions from time to time party thereto as lenders (in such capacity, the “ Lenders ”), is entered into by and among the Parent, the Borrower, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower has engaged Barclays Bank PLC as sole lead arranger and sole bookrunner in respect of this Amendment;
WHEREAS, the Borrower has requested (i) each Euro Term Lender consent to a reduction to the Applicable Rate with respect to the Euro Term Loans as set forth herein (the “ Pricing Amendment ”) and (ii) that the Lenders consent to certain other amendments with respect to the Credit Agreement as set forth herein (the “ Other Amendments ”);
WHEREAS, the Borrower has informed the Administrative Agent and the Lenders that it may make a non-pro rata voluntary prepayment (such prepayment, the “ Repricing Prepayment ”) of the Euro Term Loans on the Amendment Effective Date (as defined below) to repay Non-Consenting Lenders (as defined below), and in connection therewith, the Borrower has requested that the Euro Term Lenders waive the requirements and benefits of Section 2.05(a) and Section 2.13 of the Credit Agreement solely with respect to the Repricing Prepayment (“ Non-Pro Rata Waiver ”);
WHEREAS, in connection with the Repricing Prepayment, the Borrower has requested that the Lenders waive any notice, minimum prepayment and loss compensation provisions provided for in Section 2.05(a) and Section 3.05 with respect to the Repricing Prepayment (the “ Notice Waiver ”, and together with the Non-Pro Rata Waiver, collectively, the “ Repricing Prepayment Waiver ”);
WHEREAS, each Euro Term Lender party hereto (each, a “ Euro Term Consenting Lender ”) is willing, on the terms and subject to the conditions set forth below, to consent to the Pricing Amendment, the Other Amendments and the Repricing Prepayment Waiver; and
WHEREAS, certain Lenders (which together constitute the Required Lenders) are willing, on the terms and subject to the conditions set forth below, to consent to the Other Amendments and the Notice Waiver.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
Section 1.
AMENDMENTS TO THE CREDIT AGREEMENT
Effective as of the Amendment Effective Date and subject to the satisfaction (or waiver) of the conditions set forth in Section 4 below, the Credit Agreement is hereby amended as follows:

1

1.1      Clause (b) of the definition of “Applicable Rate” is amended and restated in its entirety as follows:
“(b) with respect to Euro Term Loans (i) maintained as Base Rate Loans, 1.25% per annum and (ii) maintained as Eurocurrency Rate Loans, 2.25% per annum; provided that at any time after the first anniversary of the Amendment Effective Date when the Consolidated Total Gross Leverage Ratio is less than 1.50:1.00, the Applicable Rate shall mean, with respect to Euro Term Loans (x) maintained as Base Rate Loans, 1.00% per annum and (y) maintained as Eurocurrency Rate Loans, 2.00% per annum;”
1.2      Clause (d) of the definition of “Excluded Property” is amended and restated in its entirety as follows:
“(d) all Equity Interests in any (i) Unrestricted Subsidiary, (ii) not-for-profit entity, (iii) special purpose vehicle (including, without limitation, any Permitted Receivables Financing Subsidiary), (iv) captive insurance company or (v) Immaterial Subsidiary organized or formed in a Non-Material Jurisdiction,”
1.3      Clause (ii) of the definition of “Immaterial Subsidiary” is amended by replacing each reference to “1.0%” therein with “3.0%”.
1.4      The definition of “Material Jurisdiction” is amended and restated in its entirety as follows:
““ Material Jurisdiction ” means (a) on the Closing Date, the United States, England and Wales, Scotland, Germany, Spain and the Netherlands (each, a “ Closing Date Material Jurisdiction ”) and (b) at any time after the Closing Date, the Closing Date Material Jurisdictions and any other jurisdiction where any Restricted Subsidiary organized under the laws of such jurisdiction, taken together with all other Restricted Subsidiaries organized under the laws of such jurisdiction as of the last day of the fiscal quarter of the Parent most recently ended for which financial statements have been (or were required to be) delivered pursuant to Sections 7.01(a) or 7.01(b) , have assets with a value in excess of 7.5% of Consolidated Total Assets or contribute in excess of 7.5% of Consolidated EBITDA of the Parent and its Restricted Subsidiaries, in each case as of such date for the Test Period most recently ended (each, a “ Post-Closing Material Jurisdiction ”); provided that in no event shall The People’s Republic of China, South Korea, Japan, Singapore, Malaysia or Taiwan be deemed to be a “Material Jurisdiction” (each, an “ Excluded Jurisdiction ”).”  
1.5      Clause (d) of the definition of “Permitted Intercompany Investments” is amended by replacing “$100,000,000” therein with “$200,000,000.
1.6      The following definitions of “First Amendment” and “Amendment Effective Date” shall hereby be inserted into Section 1.01 of the Credit Agreement in the correct alphabetical order:
““ First Amendment ”: Amendment No. 1, dated as of May 8, 2017, among the Parent, the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.”
““ Amendment Effective Date ”: as defined in the First Amendment.”
1.7      Section 2.09(b) of the Credit Agreement is amended and restated in entirety as follows:

    

“(b)     Repricing Transaction . At the time of the effectiveness of any Repricing Transaction that is consummated prior to the six-month anniversary of the date of the First Amendment, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term Lender with outstanding Euro Term Loans (including each Term Lender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 11.13 ), a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause  (a) of the definition thereof, the aggregate principal amount of all Euro Term Loans prepaid in connection with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount of Euro Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.”
1.8      Clause (a)  of Section 8.13 of the Credit Agreement is amended and restated in its entirety as follows:
“(a) Amend, modify or change its Organization Documents in a manner materially adverse to the Lenders taken as a whole (as determined in good faith by the Borrower) (it being understood and agreed that, for purposes of this Section 8.13(a) , such amendments, modifications and changes in the Organization Documents of the Borrower as are necessary or advisable to effect the Borrower’s conversion from a German company with limited liability (i.e., a GmbH) to a partnership incorporated under the laws of Germany (i.e., a KG) are not materially adverse to the Lenders taken as a whole).”
SECTION 2.
WAIVER TO THE CREDIT AGREEMENT
2.1      Subject to the satisfaction of the conditions set forth in Section 4 , (i) each Euro Term Consenting Lender hereby agrees to the Repricing Prepayment Waiver and (ii) each Revolving Lender party hereto hereby agrees to the Notice Waiver.
SECTION 3.
NON-CONSENTING LENDERS
3.1      If any existing Euro Term Lender holding Euro Term Loans declines or fails to consent to this Amendment (a “ Non-Consenting Lender ”) by returning an executed counterpart of this Amendment to the Administrative Agent prior to April 28, 2017 at 5:00p.m. (London time), then pursuant to and in compliance with the terms of Section 11.13 of the Credit Agreement, such Euro Term Lender may be replaced and the Euro Term Loans held by it may be purchased and assumed by an assignee upon such assignee’s execution of this Amendment (which will also be deemed to be the execution of an Assignment and Assumption, and the execution of this Amendment by the Administrative Agent and the Borrower shall be deemed to be the consent of the Administrative Agent and the Borrower (to the extent such consent is required under the Credit Agreement) thereto and payment by such assignee of the purchase price required by Section 11.13(b) of the Credit Agreement). For purposes hereof, the Administrative Agent and the Borrower agree that this Amendment shall constitute an Assignment and Assumption for purposes of the Credit Agreement and that the provisions set forth in Annex 1 (Standard Terms and Conditions for Assignment and Assumption) of Exhibit 11.06(b) to the Credit Agreement shall apply in regard to any assignments effected hereby. The Administrative Agent hereby waives any fees contemplated by Section 11.06(b) of the Credit Agreement in connection with any Assignment and Assumption contemplated by this Amendment. This Amendment constitutes the notice required to be given pursuant to Section 11.13 by the Borrower to each Non-Consenting Lender and the Administrative Agent of the requirement of each Non-Consenting Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and

    

consents required by, Section 11.06 of the Credit Agreement), all of its interests, rights and obligations under the Credit Agreement and the related Loan Documents to an assignee that shall assume such obligations.
3.2      Notwithstanding anything to the contrary in the Credit Agreement and for the avoidance of doubt, all Euro Term Loans held by Non-Consenting Lenders that are assigned pursuant to this Amendment and for which accrued and unpaid interest has been paid pursuant to Section 3.1 shall accrue interest solely on and after the Amendment Effective Date. For the further avoidance of doubt, nothing herein shall be deemed to modify the definition of “Applicable Rate” for any day in the relevant period prior to the Amendment Effective Date for purposes of calculating interest accrued prior to the Amendment Effective Date.
3.3      Each of the parties hereto acknowledges and agrees that the terms of this Amendment do not constitute a novation but, rather, an amendment of the terms of a pre-existing Indebtedness and related agreement, as evidenced by the Credit Agreement.
SECTION 4.
CONDITIONS PRECEDENT
This Amendment shall be effective (the “ Amendment Effective Date ”) on the later of (i) May 8, 2017 and (ii) the date that the following conditions precedent having been satisfied or duly waived:
4.1      Certain Documents . The Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent:
(a)      this Amendment, duly executed by each of the Parent, the Borrower, the Guarantors party hereto, the Administrative Agent, each Euro Term Lender and the Required Lenders;
(b)      an officer’s certificate of the Borrower, substantially in the form delivered to the Administrative Agent on the Closing Date, with appropriate insertions and attachments;
(c)      an executed legal opinion of Wilson Sonsini Goodrich & Rosati, counsel to the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent;
(d)      an executed legal opinion of CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern mbB, counsel to the Borrower, in form and substance reasonably acceptable to the Administrative Agent; and
(e)      an executed legal opinion of Weil, Gotshal & Manges LLP, counsel to the Administrative Agent, as to legality, validity and enforceability of the documents subject to German Law, in form and substance reasonably acceptable to the Administrative Agent;
(f)      the Administrative Agent shall have received from each grantor of the German law governed pledges under the relevant existing German Security Documents (the “ Existing German Pledge Agreements ”):
(i)      confirmation and junior ranking share pledge agreements with respect to each existing share or partnership interest pledge agreement entered into by the relevant grantor of German share or partnership interest pledges; and

    

(ii)      confirmation and junior ranking bank account pledge agreements with respect to each existing bank account pledge agreement entered into by the relevant grantor of German bank account pledges;
each in form and substance reasonably satisfactory to the Administrative Agent.
4.2      Fees and Other Amounts . The Parent shall have paid in full in immediately available funds on the Amendment Effective Date:
(a)      all fees and reimbursable expenses that have been invoiced at least one Business Day prior to the Amendment Effective Date that are due and payable to any Person under any fee letter entered into in connection with this Amendment; and
(b)      all unpaid interest in respect of the Euro Term Loans accrued until the Amendment Effective Date, payable to the Administrative Agent for the benefit of the applicable Euro Term Lender.
4.3      Representations and Warranties . Each of the representations and warranties contained in Section 5 below shall be true and correct.
4.4      USA Patriot Act . The Administrative Agent shall have received from each of the Loan Parties documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, to the extent such documentation or other information has been requested in writing at least five Business Days prior to the Amendment Effective Date.
SECTION 5.
REPRESENTATIONS AND WARRANTIES
Each of Parent and the Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the Administrative Agent, the L/C Issuers and each Lender, with respect to all Loan Parties, as follows:
5.1      Incorporation of Representations and Warranties from Loan Documents . After giving effect to this Amendment, each of the representations and warranties in Article VI of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the date hereof as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date.
5.2      Corporate Power and Authority . Each Loan Party has (a) the corporate or other power and authority to make, deliver and perform the Amendment and the other Loan Documents to which it is a party and (b) taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party.
5.3      Absence of Default . Neither the Parent, the Borrower nor any of its Restricted Subsidiaries is in violation of any Requirement of Law or Contractual Obligation that could reasonably be expected to have a Material Adverse Effect. At the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
SECTION 6.
COVENANTS

    

6.1      Spain . Within 30 Business Days after the Amendment Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower shall, or shall cause the applicable Loan Party to, deliver to the Administrative Agent (or cause, as applicable) each of the following, in form and substance satisfactory to the Administrative Agent; provided, that in the event of any delays attributable to local counsel to the Administrative Agent, such period shall be automatically extended on a day-for-day basis to the extent of any such delays:
(a)      Notarization of the Amendment before a Notary Public in Spain; and
(b)      Ratification and extension of the following Spanish Security Documents: (a) pledge granted by ROFIN-SINAR TECHNOLOGIES, INC over the quotas of Rofin-Sinar Technologies Europe, S.L. and (b) pledges granted by ROFIN- SINAR TECHNOLOGIES EUROPE, S.L. over (i) credit rights derived from bank accounts, (ii) quotas of ROFIN–BAASEL ESPAÑA, S.L., (iii) credit rights derived from agreements, in each case notarized before a Notary Public in Spain.
SECTION 7.
REAFFIRMATION
7.1      United States Reaffirmation . Each Loan Party organized in the United States (each, a “ U.S. Guarantor ”) hereby confirms that the guaranties, security interests and liens granted by it pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain in full force and effect. Each U.S. Guarantor confirms and ratifies its obligations under each of the Loan Documents executed by it after giving effect to this Amendment.
7.2      UK Reaffirmation .
(a)      Each Loan Party organized in England and Wales (each, an “ English Guarantor ”) and each Loan Party organized in Scotland (each, a “ Scots Guarantor ” and collectively with any English Guarantor, the “ UK Guarantors ”) confirms that, with effect from (and including) the Amendment Effective Date, the guarantees and indemnities of such UK Guarantor set out in Article IV and Section 11.04 , respectively, of the Credit Agreement (as amended by the Amendment) shall:
(i)      continue to apply in respect of the obligations of each UK Guarantor under the Loan Documents; and
(ii)      extend to all new obligations of any UK Guarantor under the Loan Documents arising from the amendments effected by this Amendment,
subject only to the guarantee limitations set out in Article IV of the Credit Agreement.
(b)      Each UK Guarantor confirms that, with effect from (and including) the Amendment Effective Date, the liabilities and obligations arising under the Credit Agreement (as amended by the Amendment) and the Loan Documents shall form part of (but do not limit) the Secured Obligations, as defined in each Security Document to which such UK Guarantor is a party.
7.3      Dutch Reaffirmation . Each Loan Party party to a Dutch Security Document acknowledges that any Security created under any Dutch Security Document (and any guarantee or surety given or joint liability assumed under the Credit Agreement):

    

(a)      shall not be affected by the amendment of the Credit Agreement or by this Amendment;
(b)      shall remain in full force and effect;
(c)      shall extend to, and shall secure, the liabilities and obligations of such Loan Party under the Credit Agreement as amended by and in accordance with the terms of this Amendment; and
(d)      that the obligations secured under the Dutch Security Documents will be the obligations defined in those Dutch Security Documents as those obligations have been amended pursuant to this Amendment.
7.4      German Reaffirmation .
(a)      The Borrower and each Loan Party organized in Germany (each, a “ German Guarantor ” and collectively, the “ German Guarantors ”) as well as each other grantor of German law governed security hereby confirms that the guaranties, security interests and liens granted by it pursuant to the Loan Documents continue to guarantee and secure the Obligations as set forth in the Loan Documents and that such guaranties, security interests and liens remain in full force and effect. The Borrower and each German Guarantor as well as each other grantor of German law governed security confirms and ratifies its obligations under each of the Loan Documents executed by it after giving effect to this Amendment.
(b)      Without limiting the generality of clause (a) above, the Borrower and each German Guarantor that is party to the relevant existing German Security Documents governed by German law, other than the Existing German Pledge Agreements, (each an “ Original German Non Accessory Security Document ”), hereby confirms and agrees that:
(i)      the security interests created under each Original German Non-Accessory Security Document shall secure the respective Secured Obligations (as defined in the relevant Original German Non-Accessory Security Document) after giving effect to this Amendment, including all liabilities and obligations of or claims against the Borrower or any relevant German Party under or in connection with this Amendment; and
(ii)      the validity and enforceability of the security interests created under each Original German Non-Accessory Security Document have not been and will not be impaired or limited by the amendments to the Credit Agreement by this Amendment.
SECTION 8.
MISCELLANEOUS
8.1      Reference to and Effect on the Loan Documents .
(a)      As of the Amendment Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ”, “ thereof ”, “ therein ” and words of like import), shall mean and be a reference to the Credit Agreement as amended by this Amendment.
(b)      Except as expressly amended or waived, as applicable, hereby, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

    

(c)      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent, any Lender or any L/C Issuer under the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein.
8.2      Costs and Expenses . The Borrower agrees to reimburse the Administrative Agent for its costs and expenses in connection with this Amendment (and the other Loan Documents delivered in connection herewith) as provided in Section 11.04 of the Credit Agreement.
8.3      Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agent of an executed signature page to this Amendment by telecopier, facsimile or other electronic transmission (e.g., a “pdf” or “tiff”) shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment.
8.4      Governing Law . THIS AMENDMENT AND ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8.5      Loan Document and Integration . This Amendment shall constitute a Loan Document, and together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.
8.6      Headings . Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.
8.7      Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers and members thereunto duly authorized, as of the date indicated above.
COHERENT, INC. , as the Parent and a Domestic Guarantor
By:     /s/ Bret DiMarco    
    Name:    Bret DiMarco
Title:
Executive Vice President, General Counsel and Secretary
    
COHERENT HOLDING GMBH , as the Borrower


By:     /s/ Bret DiMarco    
    Name:    Bret DiMarco
Title:
Managing Director

COHERENT INTERNATIONAL LLC
COHERENT-DEOS, LLC
OMAHA ACQUISITION CORPORATION
COHERENT INVESTMENT, LLC
COHERENT ASIA, INC.
ROFIN-SINAR TECHNOLOGIES LLC.
PRC LASER CORPORATION
LEE LASER, INC.
ROFIN-SINAR, INC.
DILAS DIODE LASER INC.
NUFERN
COHERENT TRADING, LLC, each as a Domestic Guarantor

By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
President


COHERENT GMBH
COHERENT (DEUTSCHLAND) GMBH
COHERENT KAISERSLAUTERN GMBH
COHERENT GERMANY GMBH
COHERENT REAL ESTATE GMBH
ROFIN-SINAR LASER GMBH
RASANT-ALCOTEC BESCHICHTUNGSTECHNIK GMBH
DILAS DIODENLASER GMBH
PMB ELEKTRONIK GMBH
WB-PRC LASER SERVICE GMBH
BAASEL LASERMED GMBH
CBL VERWALTUNGSGESELLSCHAFT MBH , each as a Foreign Guarantor
By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Managing Director


ROFIN-BAASEL LASERTECH GMBH & CO., KG , as a Foreign Guarantor

represented by its general partner
CBL VERWALTUNGSGESELLSCHAFT,
the latter represented by
By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Managing Director
COHERENT REAL ESTATE 1 GMBH & CO. KG
COHERENT REAL ESTATE 2 GMBH & CO. KG
COHERENT REAL ESTATE 3 GMBH & CO. KG , each as a Foreign Guarantor

each represented by its general partner
COHERENT REAL ESTATE GMBH
the latter represented by
By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Managing Director
COHERENT LASERSYSTEMS GMBH & CO., KG , as a Foreign Guarantor

represented by its general partner
COHERENT GMBH,
the latter represented by
By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Managing Director


COHERENT (UK) HOLDINGS LIMITED , as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director
COHERENT (UK) LIMITED , as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director
COHERENT SCOTLAND LIMITED , as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director
MIDAZ LASERS LIMITED , as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director
ROFIN-BAASEL UK LIMITED , as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director
E.S. TECHNOLOGY LIMITED , as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director

Signed for and on behalf of COHR INTERNATIONAL INVESTMENT C.V. , as a Foreign Guarantor
By: COHERENT TRADING, LLC, in its capacity as general partner (in Dutch: beherend vennoot )
By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
President
Signed for and on behalf of COHR INTERNATIONAL TRADING C.V. , as a Foreign Guarantor
By: COHERENT INC., in its capacity as general partner (in Dutch: beherend vennoot )
By:     /s/ Bret DiMarco    
    Name:    Bret DiMarco
Title:
Executive Vice President, General Counsel and Secretary
COHERENT EUROPE B.V.
COHERENT DUTCH MERGER SUB B.V.
ROFIN BAASEL BENELUX B.V. , each as a Foreign Guarantor


By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Director

ROFIN-SINAR TECHNOLOGIES EUROPE, S.L. , as a Foreign Guarantor
By:     /s/ Mitchell McPeek    
    Name:    Mitchell McPeek
Title:
Joint and Several Director


BARCLAYS BANK PLC , as Administrative Agent


By:     /s/ Ritam Bhalla    
    Name:    Ritam Bhalla
Title:
Director




    


LENDER SIGNATURE PAGES ON FILE WITH THE COMPANY

[Signature Page to Amendment No. 1]
Exhibit 99.1


IMAGE1A01.JPG
    
PRESS RELEASE


Editorial Contact:
 
For Release:
Kevin Palatnik
 
IMMEDIATE
(408) 764-4110

 
May 9, 2017
 
 
No. 1410


Coherent, Inc. Reports Second Fiscal Quarter Results

SANTA CLARA, CA, May 9, 2017 -- Coherent, Inc. (NASDAQ, COHR), one of the world’s leading providers of lasers, laser-based technologies and laser-based system solutions in a broad range of scientific, commercial and industrial applications, today announced financial results for its second fiscal quarter ended April 1, 2017 .

FINANCIAL HIGHLIGHTS
 
Three Months Ended
 
Six Months Ended
 
April 1, 2017

December 31, 2016

April 2, 2016
 
April 1, 2017
 
April 2, 2016
GAAP Results
 
 
 
 
 
 
 
 
 
(in millions except per share data)
 
 
 
 
 
 
 
 
 
Net sales
$
422.8

 
$
346.1

 
$
199.9

 
$
768.9

 
$
390.2

Net income
$
41.8

 
$
30.4

 
$
17.8

 
$
72.3

 
$
38.1

Diluted EPS
$
1.69

 
$
1.23

 
$
0.73

 
$
2.93

 
$
1.57

 
 
 
 
 
 
 
 
 
 
Non-GAAP Results
 
 
 
 
 
 
 
 
 
(in millions except per share data)
 
 
 
 
 
 
 
 
Net income
$
72.1

 
$
63.4

 
$
25.3

 
$
135.5

 
$
49.3

Diluted EPS
$
2.91

 
$
2.57

 
$
1.04

 
$
5.49

 
$
2.03


2017 SECOND FISCAL QUARTER DETAILS

For the second fiscal quarter ended April 1, 2017 , Coherent announced net sales of $422.8 million and net income, on a U.S. generally accepted accounting principles (GAAP) basis, of $41.8 million , or $1.69 per diluted share. These results compare to net sales of $199.9 million and net income of $17.8 million , or $0.73 per diluted share, for the second quarter of fiscal 2016 .

Non-GAAP net income for the second quarter of fiscal 2017 was $72.1 million , or $2.91 per diluted share. Non-GAAP net income for the second quarter of fiscal 2016 was $25.3 million , or $1.04 per diluted share. Reconciliations of GAAP to non-GAAP financial measures for the three months ended April 1, 2017 , December 31, 2016 and April 2, 2016 and six months ended April 1, 2017 and April 2, 2016 appear in the financial statements portion of this release under the heading “Reconciliation of GAAP to Non-GAAP net income."



Exhibit 99.1


Net sales for the first quarter of fiscal 2017 were $346.1 million and net income, on a GAAP basis, was $30.4 million , or $1.23 per diluted share. Non-GAAP net income for the first quarter of fiscal 2017 was $63.4 million , or $2.57 per diluted share.

As previously announced, on November 7, 2016, Coherent completed its acquisition of 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. As a result, Rofin’s operating results were consolidated for the period from November 7, 2016 through December 31, 2016 in Coherent’s first fiscal quarter results ended December 31, 2016, and a full quarter of Rofin’s operating results in Coherent’s second fiscal quarter results ended April 1, 2017.

"Coherent delivered operating results that exceeded the high end of guidance with almost all markets and geographies making contributions. We are seeing unprecedented demand across many of our verticals as we capitalize upon market trends as well as R&D investments made over the last few years.  The largest opportunity is in FPD where customers are projecting capacity at the high-end of our model.  We will likely make additional capital investments during fiscal 2018 in system test, optics fabrication and depot repair to address the demand.  We are also encouraged by the performance of our materials processing business, especially the early traction with high power fiber lasers,” said John Ambroseo, Coherent’s President and CEO.  “Our balance sheet is also in very good shape.  The record results led to meaningful cash generation and we have voluntarily begun to pay down the debt we assumed in conjunction with the acquisition of Rofin-Sinar.  In addition, a favorable credit environment in Europe has enabled us to reprice the Euro denominated debt to 3.0% from 4.25%.  This is an outstanding outcome that will allow us to accelerate pay down of the debt,” Ambroseo added.

On May 8, 2017, Coherent entered into a repricing amendment to its Credit Agreement to, among other things, reflect a reduction in the interest rate on borrowings for its Euro Term Loan. As a result of a voluntary prepayment, the outstanding principal amount repriced was 636.7 million Euro (approximately $680 million).

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 and a transcript of management's prepared remarks 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.



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 1, 2017
 
December 31, 2016
 
April 2, 2016
 
April 1, 2017
 
April 2, 2016
 
 
 
 
 
 
 
 
 
 
Net sales
$
422,833

 
$
346,073

 
$
199,882

 
$
768,906

 
$
390,157

Cost of sales (A)(B)(D)(E)(F)
243,318

 
204,559

 
111,283

 
447,877

 
217,660

Gross profit
179,515

 
141,514

 
88,599

 
321,029

 
172,497

Operating expenses:
 
 
 
 
 
 
 
 
 
Research & development (A)(B)(F)
30,536

 
27,084

 
20,955

 
57,620

 
40,095

Selling, general & administrative (A)(B)(E)(F)(G)  
72,451

 
73,768

 
40,940

 
146,219

 
77,714

Gain from business combination (C)
—

 
(5,416
)
 
—

 
(5,416
)
 
—

  Amortization of intangible assets (D)
 
5,439

 
3,878

 
700

 
9,317

 
1,401

Total operating expenses
108,426

 
99,314

 
62,595

 
207,740

 
119,210

Income from operations
71,089

 
42,200

 
26,004

 
113,289

 
53,287

Other income (expense), net (B) (H)
(10,255
)
 
5,172

 
(1,780
)
 
(5,083
)
 
(2,002
)
Income from continuing operations, before income taxes
60,834

 
47,372

 
24,224

 
108,206

 
51,285

Provision for income taxes  (I)
18,646

 
16,674

 
6,443

 
35,320

 
13,218

Net income from continuing operations
42,188

 
30,698

 
17,781

 
72,886

 
38,067

Loss from discontinued operations, net of income taxes
(343
)
 
(290
)
 
—

 
(633
)
 
—

Net income
$
41,845

 
$
30,408

 
$
17,781

 
$
72,253

 
$
38,067

 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
 
 
Basic from continuing operations
1.72

 
1.26

 
0.74

 
2.98

 
1.58

Basic from discontinued operations
(0.01
)
 
(0.01
)
 
—

 
(0.03
)
 
—

Basic earnings per share
$
1.71

 
$
1.25

 
$
0.74

 
$
2.96

 
$
1.58

Diluted from continuing operations
1.70

 
1.25

 
0.73

 
2.95

 
1.57

Diluted from discontinued operations
(0.01
)
 
(0.01
)
 
—

 
(0.03
)
 
—

Diluted earnings per share
$
1.69

 
$
1.23

 
$
0.73

 
$
2.93

 
$
1.57

 
 
 
 
 
 
 
 
 
 
Shares used in computations:
 

 
 

 
 
 
 
 
 
Basic
24,496

 
24,347

 
24,137

 
24,422

 
24,066

Diluted
24,757

 
24,644

 
24,362

 
24,700

 
24,299




Exhibit 99.1


(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 1, 2017
 
December 31, 2016
 
April 2, 2016

April 1, 2017
 
April 2, 2016
Cost of sales
$
778

 
$
960

 
$
594

 
$
1,738

 
$
1,199

Research & development
597

 
1,053

 
610

 
1,650

 
1,036

Selling, general & administrative
5,308

 
7,642

 
4,183

 
12,950

 
6,897

Impact on income from operations
$
6,683

 
$
9,655

 
$
5,387

 
$
16,338

 
$
9,132



For the quarters ended April 1, 2017 , December 31, 2016 and April 2, 2016 , the impact on net income, net of tax was $4,868 ( $0.20 per diluted share), $8,166 ( $0.33 per diluted share) and $3,876 ( $0.16 per diluted share), respectively. For the six months ended April 1, 2017 and April 2, 2016 , the impact on net income, net of tax was $13,034 ($0.53 per diluted share) and $7,270 ($0.30 per diluted share), respectively.

(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 1, 2017
 
December 31, 2016
 
April 2, 2016

April 1, 2017
 
April 2, 2016
Cost of sales
$
69

 
$
1

 
$
(67
)
 
$
70

 
$
(34
)
Research & development
308

 
25

 
(296
)
 
333

 
(164
)
Selling, general & administrative
1,430

 
(62
)
 
(1,485
)
 
1,368

 
(783
)
Impact on income from operations
$
1,807

 
$
(36
)
 
$
(1,848
)
 
$
1,771

 
$
(981
)


For the quarters ended April 1, 2017 , December 31, 2016 and April 2, 2016 , the impact on other income (expense), net from gains or losses on deferred compensation plan assets was income of $1,812, income of $10 and expense of $1,819, respectively. For the six months ended April 1, 2017 and April 2, 2016 , the impact on other income (expense) net from gains or losses on deferred compensation plan assets was income of $1,822 and expense of $887, respectively.

(C)
For the quarter ended December 31, 2016 and six months ended April 1, 2017, the gain from business combination was $5,416 ($3,426 net of tax ($0.14 per diluted share)).

(D)
For the quarters ended April 1, 2017 , December 31, 2016 and April 2, 2016 , the impact of amortization of intangibles expense was $16,763 ($12,573 net of tax ($0.51 per diluted share)), $12,088 ($7,726 net of tax ($0.31 per diluted share)) and $2,077 ($1,422 net of tax ($0.06 per diluted share)), respectively. For the six months ended April 1, 2017 and April 2, 2016, the impact of amortization of intangible expense was $28,851 ($20,299 net of tax ($0.82 per diluted share)) and $4,169 ($2,870 net of tax ($0.12 per diluted share)), respectively.

(E)
For the quarters ended April 1, 2017 and December 31, 2016 , the impact of inventory and favorable lease step-up costs related to acquisitions was $13,019 ($9,401 net of tax ($0.38 per diluted share)) and $9,304 ($6,469 net of tax ($0.26


Exhibit 99.1


per diluted share)), respectively. For the six months ended April 1, 2017, the impact of inventory and favorable lease step-up costs related to acquisitions was $22,323 ($15,870 net of tax ($0.64 per diluted share)).

(F)
For the quarters ended April 1, 2017 and December 31, 2016 , the impact of restructuring charges was $557 ($378 net of tax ($0.02 per diluted share)) and $7,062 ($4,600 net of tax ($0.19 per diluted share)). For the six months ended April 1, 2017, the impact of restructuring charges was $7,619 ($4,978 net of tax ($0.20 per diluted share)).

(G)
The quarters ended April 1, 2017 , December 31, 2016 and April 2, 2016 included $2,933 ($2,664 net of tax ($0.11 per diluted share)), $14,228 ($14,492 net of tax ($0.59 per diluted share)) and $3,584 ($2,264 net of tax ($0.09 per diluted share)), respectively, of costs related to the acquisition of Rofin. The six months ended April 1, 2017 and April 2, 2016 included $17,161 ($17,156 net of tax ($0.69 per diluted share)) and $3,584 ($2,264 net of tax ($0.09 per diluted share)) of costs related to the acquisition of Rofin.

(H)
For the quarter ended December 31, 2016 and six months ended April 1, 2017 , the gain on our hedge of the debt commitment and issuance of the debt was $11,298 ($7,147 net of tax ($0.29 per diluted share)) and interest expense on the debt commitment was $2,665 ($1,844 net of tax ($0.07 per diluted share)).

(I)
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.

Summarized balance sheet information is as follows (unaudited, in thousands):

 
April 1, 2017
 
October 1, 2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash, cash equivalents, restricted cash and short-term investments
$
434,389

 
$
399,953

Accounts receivable, net
252,542

 
165,715

Inventories
388,242

 
212,898

Prepaid expenses and other assets
73,802

 
37,073

Assets held-for-sale

65,963

 
—

Total current assets
1,214,938

 
815,639

Property and equipment, net
256,024

 
127,443

Other assets
704,378

 
218,066

Total assets
$
2,175,340

 
$
1,161,148

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Short-term borrowings
$
5,161

 
$
20,000

Accounts payable
73,512

 
45,182

Other current liabilities
291,613

 
136,312

Total current liabilities
370,286

 
201,494

Other long-term liabilities
828,791

 
48,826

Total stockholders’ equity
976,263

 
910,828

Total liabilities and stockholders’ equity
$
2,175,340

 
$
1,161,148





Exhibit 99.1


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 1, 2017
 
December 31, 2016
 
April 2, 2016

April 1, 2017
 
April 2, 2016
GAAP net income from continuing operations
$
42,188

 
$
30,698

 
$
17,781

 
$
72,886

 
$
38,067

Stock-based compensation expense
4,868

 
8,166

 
3,876

 
13,034

 
7,270

Restructuring charges
378

 
4,600

 
—

 
4,978

 
—

Amortization of intangible assets
12,573

 
7,726

 
1,422

 
20,299

 
2,870

Gain on business combination
—

 
(3,426
)
 
—

 
(3,426
)
 
—

Non-recurring tax benefit
—

 
—

 
—

 
—

 
(1,221
)
Acquisition-related costs
2,664

 
14,492

 
2,264

 
17,156

 
2,264

Interest expense on debt commitment
—

 
1,844

 
—

 
1,844

 
—

Gain on hedge of debt and debt commitment
—

 
(7,147
)
 
—

 
(7,147
)
 
—

Purchase accounting step-up
9,401

 
6,469

 
—

 
15,870

 
—

Non-GAAP net income
$
72,072

 
$
63,422

 
$
25,343

 
$
135,494

 
$
49,250

Non-GAAP net income per diluted share
$
2.91

 
$
2.57

 
$
1.04

 
$
5.49

 
$
2.03


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 customer demand for our products, capacity projections in the flat panel display market, timing and subject matter for capital spending and the timing and pace of any payment of our outstanding debt. 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 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, customer acceptance of our products, the worldwide demand for flat panel displays, the demand for and use of our products in commercial applications, our ability to general sufficient cash to fund capital spending or debt repayment, 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, our ability to integrate the business of Rofin successfully, manage our expanded operations and achieve anticipated synergies, 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.













Exhibit 99.1








Founded in 1966, Coherent, Inc. is one of the world’s leading providers of lasers, laser-based technologies and laser-based system solutions 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 MidCap 400 Index. For more information about Coherent, visit the company's website 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