UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 10-Q

___________________________________________________

(Mark One)



x☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~December 30, 2017~~April 3, 2021



¨☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-33962

COHERENT, INC.



Delaware						94-1622541
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

5100 Patrick Henry Drive, Santa Clara, California 95054

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 764-4000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	COHR		The NASDAQ Stock Market LLC
			Nasdaq Global Select Market

__________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x☒No ¨☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x☒ No ¨☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,”" “accelerated ~~filer”~~filer", “smaller reporting ~~company”~~company" and “emerging growth ~~company”~~company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filerx

☒

Accelerated filer ¨

☐

Non-accelerated filer¨

☐

Smaller reporting company ¨

~~(do not check if a smaller reporting company)~~

☐

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. ¨☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒

The number of shares outstanding of registrant’s common stock, par value $.01 per share, on ~~February 5, 2018~~May 7, 2021 was ~~24,821,704.~~24,531,096.

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COHERENT, INC.

INDEX


		Page

Special Note Regarding Forward Looking Statements		3
	~~Page~~
Risk Factors Summary		4

Part I.	Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of Operations
	Three and six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016~~April 4, 2020	46

	Condensed Consolidated Statements of Comprehensive Income (Loss)
	Three and six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016~~April 4, 2020	57

	Condensed Consolidated Balance Sheets
	~~December 30, 2017~~April 3 , 2021 and ~~September 30, 2017~~October 3, 2020	68

	Condensed Consolidated Statements of Stockholders' Equity
	Three and six months ended April 3, 2021 and April 4, 2020	9

	Condensed Consolidated Statements of Cash Flows
	~~Three~~Six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016~~April 4, 2020	710

	Notes to Condensed Consolidated Financial Statements	811

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4451

Item 4.	Controls and Procedures	4652

Part II.	Other Information

Item 1.	Legal Proceedings	4753

Item 1A.	Risk Factors	4753

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75

Item 6.	Exhibits	6476

Signatures		6577

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included in or incorporated by reference in this quarterly report, other than statements of historical fact, are forward-looking statements. These statements are generally accompanied by words such as “trend,” “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “rely,” “believe,” “estimate,” “predict,” “intend,” “potential,” “continue,”"trend," "may," "will, "could," "would," "should," "expect," "plan," "anticipate," "rely," "believe," "estimate," "predict," "intend," "potential," "continue," "outlook," ~~“forecast”~~"forecast" or the negative of such terms, or other comparable terminology, including, without limitation, statements made under ~~“Our Strategy”~~"Our Strategy" and in ~~“Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations.”" Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements. Actual results of Coherent, Inc. (referred to herein as the ~~Company, we, our~~"Company," "we," "our," "us" or Coherent) may differ significantly from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections captioned ~~“Our~~"Our Strategy,~~” “Risk Factors,” “Key~~" "Risk Factors" and "Key Performance Indicators,”" as well as any other cautionary language in this quarterly report. All forward-looking statements included in the document are based on information available to us on the date hereof. We undertake no obligation to update these forward-looking statements as a result of events or circumstances or to reflect the occurrence of unanticipated events or non-occurrence of anticipated ~~events.~~events, except to the extent required by law.

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RISK FACTORS SUMMARY

You should carefully consider the information set forth under the heading "Risk Factors" in Part II, Item 1A before deciding whether to invest in our securities. Below is a summary of the principal risks associated with an investment in our securities.

•We face risks related to our proposed acquisition by II-VI Incorporated, including our requirement to comply with certain restrictions on our operations until closing, the possibility that the merger agreement will be terminated prior to the completion of the merger, diversion of management’s attention, potential business uncertainty, including disruption of our relationships with third parties and employees, restrictions on our business activities and litigation related to the merger.

•Our business, financial condition and results of operations may continue to be materially adversely affected by the novel coronavirus ("COVID-19") pandemic and the related private and public sector responses to the pandemic.

•Our operating results and stock price have varied in the past and will continue to be subject to fluctuations based upon numerous factors, including those discussed under the heading "Risk Factors" in Part II, Item 1A and throughout this report.

•Our dependence on sole source or limited source suppliers for some of the key components and materials used in our products makes us susceptible to supply shortages or price fluctuations that could adversely affect our business, particularly our ability to meet our customers' delivery requirements.

•We participate in the microelectronics market, which requires significant research and development expenses to develop and maintain products and a failure to achieve market acceptance for our products could have a significant negative impact on our business and results of operations.

•We participate in the flat panel display market, which has a relatively limited number of end customer manufacturers. Our backlog, timing of net sales and results of operations could be negatively impacted in the event we face any significant periods with few or no orders or our customers reschedule or cancel orders.

•Some of our laser systems are complex in design and may contain defects that are not detected until deployed by our customers, which could increase our costs and reduce our net sales.

•Continued volatility in the advanced packaging and semiconductor manufacturing markets could adversely affect our business, financial condition and results of operations.

•Our future success depends on our ability to increase our sales volumes and decrease our costs to offset potential declines in the average selling prices of our products.

•We face risks associated with our worldwide operations and sales that could harm our financial condition and results of operations.

•We depend on skilled personnel to operate our business effectively, and if we are unable to retain existing or hire additional personnel when needed, or manage transitions among members of our leadership team, our ability to develop and sell our products could be harmed.

•The long sales cycles for many of our products may cause us to incur significant expenses without offsetting net sales.

•The markets in which we sell our products are intensely competitive and increased competition could cause reduced sales levels, reduced gross margins or the loss of market share.

•If we fail to accurately forecast component and material requirements for our products, we could incur additional costs and incur significant delays in shipments, which could result in a loss of customers.

•Our reliance on contract manufacturing and outsourcing may adversely impact our financial results and operations due to our decreased control over the performance and timing of certain aspects of our manufacturing.

•If we fail to effectively manage our growth or, alternatively, our spending during downturns, our business could be disrupted, which could harm our operating results.

•Our market is unpredictable and characterized by rapid technological changes and evolving standards demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed.

•Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

•Our and our customers' operations would be seriously harmed if our logistics or facilities or those of our suppliers, our customers' suppliers or our contract manufacturers were to experience catastrophic loss.

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•We may not be able to integrate the business of future acquisitions successfully with our own, realize the anticipated benefits of such acquisitions or manage our expanded operations, any of which would adversely affect our results of operations.

•We may not find suitable acquisition candidates in the future and we may not be able to successfully integrate and manage acquired businesses. Any acquisitions we make could disrupt our business and harm our financial condition.

•Our increased level of indebtedness following our acquisition of Rofin-Sinar Technologies Inc. ("Rofin") could adversely affect us, including by decreasing our business flexibility, and will increase our borrowing costs.

•If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

•Our cash and cash equivalents and short-term investments are managed through various banks around the world and volatility in the capital and credit market conditions could cause financial institutions to fail or materially harm service levels provided by such banks, both of which could have an adverse impact on our ability to timely access funds.

•We are exposed to credit risk and fluctuations in the market values of our investment portfolio.

•If we are unable to protect our proprietary technology, our competitive advantage could be harmed.

•Intellectual property related claims or litigation could be costly and divert the attention of our technical and management personnel. Adverse resolution of litigation may harm our operating results or financial condition.

•Our information systems are subject to attacks, interruptions and failures.

•Difficulties with our enterprise resource planning system and other parts of our global information technology system could harm our business and results of operation. If our network security measures are breached and unauthorized access is obtained to a customer's data or our data or our information technology systems, we may incur significant legal and financial exposure and liabilities.

•Changes in tax rates, tax liabilities or tax accounting rules could affect future results.

•Governmental regulations, including tariffs and duties, affecting the import or export of products could negatively affect our business, financial condition and results of operations.

•We use standard laboratory and manufacturing materials that could be considered hazardous and we could be liable for any damage or liability resulting from accidental environmental contamination or injury.

•Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.

•Failure to maintain effective internal controls may cause a loss of investor confidence in the reliability of our financial statements or cause us to delay filing our periodic reports with the SEC and adversely affect our stock price.

•We face particular privacy, data security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data.

•Violations of anti-bribery, anti-corruption, and/or international trade laws to which we are subject could negatively affect our business, financial condition and results of operations. Allegations thereof may entail significant distraction of management and allocation of resources in the investigation and remediation thereof, which could also negatively affect our business, financial condition and results of operations.

•Provisions of our charter documents and Delaware law, and our Change of Control and Leadership Change Severance Plan, may have anti-takeover effects that could prevent or delay a change in control.

•Our bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to utilize a different judicial forum for disputes with us or our directors, officers or employees.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

Three Months Ended
December 30,
2017
December 31,
2016
Net sales $ 477,565

$ 346,073
Cost of sales 260,542

204,559
Gross profit 217,023

141,514
Operating expenses:

Research and development 31,392

27,084
Selling, general and administrative 73,437

73,768
Gain from business combination —

(5,416 )
Impairment of assets held for sale 265
—
Amortization of intangible assets 2,606

3,878
Total operating expenses 107,700

99,314
Income from operations 109,323

42,200
Other income (expense):

Interest income 471

143
Interest expense (8,747 )
(7,964 )
Other—net (224 )
12,993
Total other income (expense), net (8,500 )
5,172
Income from continuing operations before income taxes 100,823

47,372
Provision for income taxes 58,920

16,674
Net income from continuing operations 41,903

30,698
Loss from discontinued operations, net of income taxes (2 )
(290 )
Net income $ 41,901

$ 30,408

Basic net income per share:

Income per share from continuing operations $ 1.70

$ 1.26
Loss per share from discontinued operations, net of income taxes —

(0.01 )
Net income per share $ 1.70

$ 1.25

Diluted net income per share:

Income per share from continuing operations $ 1.67

$ 1.25
Loss per share from discontinued operations, net of income taxes —

(0.01 )
Net income per share $ 1.67

$ 1.23

Shares used in computation:

Basic 24,635

24,347
Diluted 25,025

24,644


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net sales	$	373,982	$	293,147	$	700,035	$	613,918
Cost of sales	232,957		199,036		439,014		410,554
Gross profit	141,025		94,111		261,021		203,364
Operating expenses:
Research and development	32,007		29,794		60,228		58,474
Selling, general and administrative	72,662		61,307		146,890		129,858
Merger and acquisition costs	231,996		—		231,996		—
Goodwill and other impairment charges	0		451,025		0		451,025
Amortization of intangible assets	596		1,296		1,193		2,728
Total operating expenses	337,261		543,422		440,307		642,085
Loss from operations	(196,236)		(449,311)		(179,286)		(438,721)
Other income (expense):
Interest income	110		370		272		637
Interest expense	(4,512)		(4,423)		(8,989)		(8,517)
Other—net	1,876		(1,610)		3,902		(817)
Total other expense, net	(2,526)		(5,663)		(4,815)		(8,697)
Loss before income taxes	(198,762)		(454,974)		(184,101)		(447,418)
Benefit from income taxes	(40,547)		(36,061)		(26,030)		(34,298)
Net loss	$	(158,215)	$	(418,913)	$	(158,071)	$	(413,120)

Net loss per share:
Basic	$	(6.49)	$	(17.39)	$	(6.50)	$	(17.19)

Diluted	$	(6.49)	$	(17.39)	$	(6.50)	$	(17.19)

Shares used in computation:
Basic	24,389		24,095		24,326		24,033
Diluted	24,389		24,095		24,326		24,033

See Accompanying Notes to Condensed Consolidated Financial Statements.

Table of ~~Contents~~Conten t s

COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited; in thousands)


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net loss	$	(158,215)	$	(418,913)	$	(158,071)	$	(413,120)
Other comprehensive income (loss): (1)
Translation adjustment, net of taxes (2)	(7,358)		(25,267)		8,676		(10,099)
Changes in unrealized gains on available-for-sale securities, net of taxes (3)	(1)		0		2		0
Defined benefit pension plans, net of taxes (4)	223		1,478		(95)		1,610
Other comprehensive income (loss), net of tax	(7,136)		(23,789)		8,583		(8,489)
Comprehensive loss	$	(165,351)	$	(442,702)	$	(149,488)	$	(421,609)

Three Months Ended
December 30,
2017 December 31,
2016

Net income $ 41,901
$ 30,408
Other comprehensive income (loss): ⁽¹⁾

  Translation adjustment, net of taxes ⁽²⁾
92
(5,495 )
Changes in unrealized losses on available-for-sale securities, net of taxes ⁽³⁾
(7 ) (3,334 )
Defined benefit pension plans, net of taxes ⁽⁴⁾

147
376
  Other comprehensive income (loss), net of tax 232
(8,453 )
Comprehensive income $ 42,133
$ 21,955
(1)    Reclassification adjustments were not significant during the three and six months ended April 3, 2021 and April 4, 2020.


~~(1)~~	~~Reclassification adjustments were not significant during the three months ended December 30, 2017 and December 31, 2016.~~


~~(2)~~	~~Tax benefits of $0 and $1,266 were provided on translation adjustments during the three months ended December 30, 2017 and December 31, 2016, respectively.~~


~~(3)~~	~~Tax benefits of $4 and $1,878 were provided on changes in unrealized gains (losses) on available-for-sale securities for the three months ended December 30, 2017 and December 31, 2016, respectively.~~


~~(4)~~	~~Tax expenses (benefits) of $(46) and $21 were provided on changes in defined benefit pension plans for the three months ended December 30, 2017 and December 31, 2016, respectively.~~

(2) Tax expenses (benefits) of $(4,411) and $856 were provided on translation adjustments during the three and six months ended April 3, 2021, respectively. Tax benefits of $2,044 and $809 were provided on translation adjustments during the three and six months ended April 4, 2020, respectively.

(3) Tax expenses of $0 and $1 were provided on changes in unrealized gains on available-for-sale securities during the three and six months ended April 3, 2021, respectively. Tax expenses (benefits) were not provided on changes in unrealized gains on available-for-sale securities during the three and six months ended April 4, 2020.

(4) Tax expenses of $95 and $32 were provided on changes in defined benefit pension plans for the three and six months ended April 3, 2021, respectively. Tax expenses of $642 and $675 were provided on changes in defined benefit pension plans for the three and six months ended April 4, 2020, respectively.

See Accompanying Notes to Condensed Consolidated Financial Statements.

Table of ~~Contents~~Conten t s

COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands, except par value)


	April 3, 2021		October 3, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	353,049	$	440,258
Restricted cash	1,534		765
Short-term investments	15,128		35,346
Accounts receivable—net of allowances of $7,317 and $7,630, respectively	248,856		220,289
Inventories	393,672		426,756
Prepaid expenses and other assets	83,215		88,250

Total current assets	1,095,454		1,211,664
Property and equipment, net	264,383		245,678
Goodwill	101,953		101,317
Intangible assets, net	16,876		21,765
Non-current restricted cash	4,508		4,497
Other assets	272,079		242,575
Total assets	$	1,755,253	$	1,827,496

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings and current-portion of long-term obligations	$	16,875	$	16,817
Accounts payable	93,028		60,225
Income taxes payable	9,614		6,861
Other current liabilities	223,475		184,155
Total current liabilities	342,992		268,058
Long-term obligations	409,622		411,140
Other long-term liabilities	207,686		221,074
Commitments and contingencies (Note 13)	0		0
Stockholders' equity:
Common stock, Authorized—500,000 shares, par value $0.01 per share:

Outstanding— 24,464 shares and 24,257 shares, respectively	243		241
Additional paid-in capital	97,490		80,275
Accumulated other comprehensive loss	(17,084)		(25,667)
Retained earnings	714,304		872,375
Total stockholders’ equity	794,953		927,224
Total liabilities and stockholders’ equity	$	1,755,253	$	1,827,496

December 30,
2017 September 30,
2017
ASSETS

Current assets:

Cash and cash equivalents $ 385,735
$ 443,066
Restricted cash 1,100

1,097
Short-term investments 37,711
32,510
Accounts receivable—net of allowances of $6,715 and $6,890, respectively 309,132
305,668
Inventories 432,809
414,807
Prepaid expenses and other assets 77,003
70,268
Assets held for sale 8,577
44,248
Total current assets 1,252,067
1,311,664
Property and equipment, net 291,308
278,850
Goodwill 418,080
417,694
Intangible assets, net 174,531
190,027
Non-current restricted cash 12,957

12,924
Other assets 127,716
126,641
Total assets $ 2,276,659
$ 2,337,800

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Short-term borrowings and current-portion of long-term obligations $ 6,928

$ 5,078
Accounts payable 81,397
75,860
Income taxes payable 114,036
103,206
Other current liabilities 190,840
235,001
Total current liabilities 393,201
419,145
Long-term obligations 503,005
589,001
Other long-term liabilities 185,072
166,390
Commitments and contingencies (Note 11)

Stockholders’ equity:

Common stock, Authorized—500,000 shares, par value $.01 per share:

Outstanding—24,822 shares and 24,631 shares, respectively 247
245
Additional paid-in capital 147,764
171,403
Accumulated other comprehensive income 20,138
19,906
Retained earnings 1,027,232
971,710
Total stockholders’ equity 1,195,381
1,163,264
Total liabilities and stockholders’ equity $ 2,276,659
$ 2,337,800

See Accompanying Notes to Condensed Consolidated Financial Statements.

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COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited; in thousands)


	Common Stock Shares	Common Stock Par Value		Add. Paid-in Capital		Accum. Other Comp. Income (Loss)		Retained Earnings		Total
Balances, September 28, 2019	23,982	$	238	$	34,320	$	(36,336)	$	1,286,514	$	1,284,736
Common stock issued under stock plans, net of shares withheld for employee taxes	171	2		(7,430)		—		—		(7,428)

Stock-based compensation	—	—		7,574		—		—		7,574
Net income	—	—		—		—		5,793		5,793
Other comprehensive income, net of tax	—	—		—		15,300		—		15,300
Balances, December 28, 2019	24,153	$	240	$	34,464	$	(21,036)	$	1,292,307	$	1,305,975
Common stock issued under stock plans, net of shares withheld for employee taxes	39	—		950		—		—		950
Stock-based compensation	—	—		9,207		—		—		9,207
Net loss	—	—		—		—		(418,913)		(418,913)
Other comprehensive loss, net of tax	—	—		—		(23,789)		—		(23,789)
Balances, April 4, 2020	24,192	$	240	$	44,621	$	(44,825)	$	873,394	$	873,430


	Common Stock Shares	Common Stock Par Value		Add. Paid-in Capital		Accum. Other Comp. Income (Loss)		Retained Earnings		Total
Balances, October 3, 2020	24,257	$	241	$	80,275	$	(25,667)	$	872,375	$	927,224
Common stock issued under stock plans, net of shares withheld for employee taxes	190	2		(3,009)		—		—		(3,007)
Stock-based compensation	—	—		11,798		—		—		11,798
Net income	—	—		—		—		144		144
Other comprehensive income, net of tax	—	—		—		15,719		—		15,719
Balances, January 2, 2021	24,447	$	243	$	89,064	$	(9,948)	$	872,519	$	951,878
Common stock issued under stock plans, net of shares withheld for employee taxes	17	—		(348)		—		—		(348)
Stock-based compensation	—	—		8,774		—		—		8,774
Net loss	—	—		—		—		(158,215)		(158,215)
Other comprehensive loss, net of tax	—	—		—		(7,136)		—		(7,136)
Balances, April 3, 2021	24,464	$	243	$	97,490	$	(17,084)	$	714,304	$	794,953

See Accompanying Notes to Condensed Consolidated Financial Statements.

Table of Conten t s

COHERENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)


	Three Months Ended							Six Months Ended
	December 30, 2017			December 31, 2016				April 3, 2021		April 4, 2020
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	41,901		$	30,408
Adjustments to reconcile net income to net cash provided by operating activities:
Net loss							Net loss	$	(158,071)	$	(413,120)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:							Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	12,555			8,995			Depreciation and amortization	21,590		25,932
Amortization of intangible assets	15,100			12,088			Amortization of intangible assets	5,065		24,219
Gain on business combination	—			(5,416		)
Impairment of goodwill							Impairment of goodwill	0		327,203
Impairment of long-lived assets							Impairment of long-lived assets	0		121,350
Impairment of investment							Impairment of investment	0		2,472
Deferred income taxes	13,121			1,291			Deferred income taxes	(43,592)		(24,611)
Amortization of debt issuance cost	3,815			600			Amortization of debt issuance cost	1,741		1,644
Stock-based compensation	7,076			5,503			Stock-based compensation	21,277		16,690
Non-cash restructuring charges	430			4,359			Non-cash restructuring charges	4,067		1,514
Amortization of right of use assets							Amortization of right of use assets	8,879		8,100
Other non-cash expense	377			456			Other non-cash expense	194		2,404
Changes in assets and liabilities, net of effect of acquisitions:							Changes in assets and liabilities, net of effect of acquisitions:
Accounts receivable	(1,219		)	4,417			Accounts receivable	(27,775)		63,754
Inventories	(16,128		)	6,613			Inventories	30,097		(19,326)
Prepaid expenses and other assets	(6,364		)	(3,559		)	Prepaid expenses and other assets	(9,639)		(8,288)
Other long-term assets	(3,365		)	(1,083		)	Other long-term assets	7,504		2,131
Accounts payable	4,676			1,439			Accounts payable	30,856		9,889
Income taxes payable/receivable	29,751			(1,428		)	Income taxes payable/receivable	19,635		(26,123)
Operating lease liabilities							Operating lease liabilities	(8,850)		(8,389)
Other current liabilities	(39,336		)	17,911			Other current liabilities	38,655		95
Other long-term liabilities	2,588			1,330			Other long-term liabilities	(9,952)		(1,768)
Cash flows from discontinued operations	2			(1,283		)
Net cash provided by operating activities	64,980			82,641
Net cash provided by (used in) operating activities							Net cash provided by (used in) operating activities	(68,319)		105,772

Cash flows from investing activities:							Cash flows from investing activities:
Purchases of property and equipment	(23,683		)	(15,390		)	Purchases of property and equipment	(37,045)		(35,399)
Proceeds from dispositions of property and equipment	26			123			Proceeds from dispositions of property and equipment	1,951		876
Purchases of available-for-sale securities	(14,894		)	—			Purchases of available-for-sale securities	0		(121)
Proceeds from sales and maturities of available-for-sale securities	9,711			25,108			Proceeds from sales and maturities of available-for-sale securities	20,221		125
Acquisition of businesses, net of cash acquired	—			(740,481		)
Proceeds from sale of discontinued operation	25,000			—
Cash flows from discontinued operations	—			(153		)

Net cash used in investing activities	(3,840		)	(730,793		)	Net cash used in investing activities	(14,873)		(34,519)

Cash flows from financing activities:							Cash flows from financing activities:
Short-term borrowings	2,354			3,920			Short-term borrowings	0		12,695
Repayments of short-term borrowings	(622		)	(23,920		)	Repayments of short-term borrowings	(939)		(13,568)
Proceeds from long-term borrowings	—			740,685
Repayments of long-term borrowings	(90,363		)	(2,171		)	Repayments of long-term borrowings	(4,221)		(3,884)

Issuance of common stock under employee stock option and purchase plans	4,899			3,866			Issuance of common stock under employee stock option and purchase plans	5,896		6,821
Net settlement of restricted common stock	(35,646		)	(15,255		)	Net settlement of restricted common stock	(9,251)		(13,299)
Debt issuance costs	—			(25,824		)
Net cash provided by (used in) financing activities	(119,378		)	681,301

Net cash used in financing activities							Net cash used in financing activities	(8,515)		(11,235)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	943			(13,504		)	Effect of exchange rate changes on cash, cash equivalents and restricted cash	5,278		(4,383)
Net increase (decrease) in cash, cash equivalents and restricted cash	(57,295		)	19,645			Net increase (decrease) in cash, cash equivalents and restricted cash	(86,429)		55,635
Cash, cash equivalents and restricted cash, beginning of period	457,087			354,347			Cash, cash equivalents and restricted cash, beginning of period	445,520		318,661
Cash, cash equivalents and restricted cash, end of period	$	399,792		$	373,992		Cash, cash equivalents and restricted cash, end of period	$	359,091	$	374,296

Non-cash investing and financing activities:							Non-cash investing and financing activities:
Unpaid property and equipment purchases	$	3,853		$	4,084		Unpaid property and equipment purchases	$	4,623	$	5,780
Use of previously owned equity shares in acquisition	$	—		$	20,685

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


	December 30, 2017		December 31, 2016			April 3, 2021		April 4, 2020
Cash and cash equivalents	$	385,735	$	360,217	Cash and cash equivalents	$	353,049	$	369,251
Restricted cash, current	1,100		2,232		Restricted cash, current	1,534		704
Restricted cash, non-current	12,957		11,543		Restricted cash, non-current	4,508		4,341
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows	$	399,792	$	373,992	Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statement of cash flows	$	359,091	$	374,296

See Accompanying Notes to Condensed Consolidated Financial Statements.

Table of ~~Contents~~Conten t s

COHERENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ~~(“SEC”~~("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ~~(“GAAP”~~("GAAP") have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements and notes thereto should be read in conjunction with the ~~condensed~~ consolidated financial statements and notes thereto filed by Coherent, Inc. on Form 10-K for the fiscal year ended ~~September 30, 2017.~~October 3, 2020. In the opinion of management, all adjustments necessary for a fair presentation of financial condition and results of operation as of and for the periods presented have been made and include only normal recurring adjustments. Interim results of operations are not necessarily indicative of results to be expected for the year or any other interim periods. Our fiscal year ends on the Saturday closest to September 30 and our ~~first~~second fiscal ~~quarters include~~quarter includes 13 weeks of operations in ~~each~~ fiscal ~~year presented.~~2021 and 14 weeks of operations in fiscal 2020. Fiscal ~~year 2018~~2021 includes 52 weeks and ~~2017 both include 52~~fiscal 2020 includes 53 weeks.

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

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

The preparation of consolidated financial statements in conformity with ~~Generally Accepted Accounting Principles ("GAAP")~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The COVID-19 pandemic has significantly increased economic uncertainty and decreased demand for our products in many markets we serve, which could continue for an unknown period of time. In these circumstances, there may be developments outside of our control, including the length and extent of the COVID-19 outbreak, government-imposed measures and our ability to ship products and/or service installed products that may require us to adjust our operating plans. As such, given the dynamic nature of this situation, we cannot predict the future impacts of COVID-19 on our financial condition, results of operations or cash flows. However, it could have an adverse impact on our revenue as well as our overall profitability and may lead to an increase in inventory provisions, allowances for credit losses, and a volatile effective tax rate driven by changes in the mix of earnings across our markets.

2. RECENT ACCOUNTING STANDARDS

Adoption of New Accounting Pronouncement

In ~~October~~June 2016, the FASB issued ~~amended guidance that improves the accounting~~ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and a subsequent amendment, ASU 2018-19 (collectively, Topic 326). Topic 326 requires measurement and recognition of expected credit losses for ~~the income tax consequences of intra-entity transfers of~~financial assets other than inventory. Under the new guidance, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is required to beheld. We adopted ~~in the first quarter of our fiscal 2019. We elected to early adopt the amended guidance~~ASU 2016-13 in the first quarter of fiscal ~~2018. The effect of adoption is a decrease in our opening retained earnings by $6.1 million~~2021 with ~~a comparable decrease~~no material impact to our ~~non-current prepaid income tax balance.~~condensed consolidated financial statements.

With the adoption of Topic 326, we are now assessing whether unrealized losses have resulted from a credit loss or other factors. We believe none of our unrealized losses on available-for-sale investments were other-than temporary or were attributable to credit losses as of April 3, 2021 and October 3, 2020. We review our available-for-sale investments on a quarterly basis to identify a potential other-than-temporary impairment. We also do not have an intent to sell our investments and would not be required to sell them before they recover.

The adoption of Topic 326 did not significantly change our approach to the valuation of trade receivables. We determine whether there is an expected loss on our accounts receivable by reviewing all available data, including our customers' latest available financial statements, their credit standing and historical collection experience, as well as current and future market and economic conditions. As of April 3, 2021 and October 3, 2020, the allowance for credit losses on our trade receivables was $5.2 million and $5.4 million, respectively.

Table of Conten t s

Recently Issued Accounting Pronouncements

In March ~~2016,~~2020, the FASB issued ~~amended guidance that simplifies several aspects~~ASU 2020-04, Reference Rate Reform (Topic 848). Topic 848 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the ~~accounting for employee share-based payment transactions, including~~London Interbank Offered Rate (LIBOR) or by another reference rate expected to be discontinued. The guidance was effective beginning March 12, 2020 and can be applied prospectively through December 31, 2022. In January 2021, the ~~accounting for income taxes, forfeitures,~~FASB issued ASU 2021-01, “Reference Rate Reform - Scope,” which clarified the scope and statutory tax withholding requirements, as well as classification in the statement of cash flows. Under the new guidance, an entity recognizes all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement. This change eliminates the notionapplication of the ~~APIC pool~~original guidance. We will adopt these standards when LIBOR is discontinued and significantly reduces the complexity and cost of accounting for excess tax benefits and tax deficiencies. Upon our adoption in the first quarter of fiscal 2018, we recognized a windfall tax benefit as a cumulative effect adjustment increasedo not expect them to our opening retained earnings of $19.8 million together with a comparable increase in deferred tax assets. With adoption occurring at the beginning of fiscal 2018, we recognized excess tax benefits from stock award exercises and restricted stock unit vesting in the first quarter of fiscal 2018 as a discrete tax benefit which reduced the provision for income taxes for the three months ended December 30, 2017 by $12.5 million. The adoption also changed the calculation of fully diluted shares outstanding for the three months ended December 30, 2017. The excess tax benefits have been excluded from the calculation of assumed proceeds in our calculation of diluted weighted average shares under the new standard. Our diluted weighted average shares outstanding as of December 30, 2017 increased by 123,470 shares due to adoption of the new standard. Additionally, effective in the first quarter of fiscal 2018, excess tax benefits are classified as an operating activity in the statement of cash flows instead of as a financing activity where they were previously presented. We adopted this guidance on a prospective basis and, accordingly, prior periods have not been

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adjusted. We have elected to not estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. The remaining provisions of this amended guidance did not have a material impact on our consolidated financial ~~statements.~~statements or related disclosures.

~~Recently Issued Accounting Pronouncements~~

~~In August 2017,~~3. REVENUE RECOGNITION

Disaggregation of Revenue

Based on the ~~FASB issued amended guidance~~information that our chief operating decision maker ("CODM") uses to ~~address~~manage the ~~current limitation on how an entity can designate~~business, we disaggregate revenue by type and market application within each segment. No other level of disaggregation is required considering the ~~hedged risk~~type of products, customers, markets, contracts, duration of contracts, timing of transfer of control and sales channels.

The following tables summarize revenue from contracts with customers (in thousands):

Sales by revenue type and segment


	Three Months Ended
	April 3, 2021				April 4, 2020
	OEM Laser Sources		Industrial Lasers & Systems		OEM Laser Sources		Industrial Lasers & Systems
Net sales:
Products(1)	$	130,458	$	121,610	$	101,860	$	92,693
Other product and service revenues(2)	92,790		29,124		71,862		26,732
Total net sales	$	223,248	$	150,734	$	173,722	$	119,425

(1) Net sales primarily recognized at a point in certain cash flow and fair value hedging relationships pursuant to U.S. GAAP. This amendment better aligns an entity's risk management activities and financial reporting for hedging relationships through changes to both designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The amendment made specific improvements on hedge accounting for risk components in hedging relationships involving nonfinancial risk and interest rate risk for cash flow hedges of forecasted purchases ortime.

(2) Includes sales of ~~a nonfinancial asset, cash flow hedges of interest rate risk of variable-rate financial instruments~~spare parts, related accessories and fair value hedges of interest rate risk. Upon adoption, for cash flow and net investment hedges existing, an entity should apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the amendment. The amended presentation and disclosure guidance is required only prospectively. The new standard will become effective for our fiscal year 2020 which begins on September 29, 2019. We are currently assessing the impact of this amended guidance.

In May 2017, the FASB issued amended guidance about which changes to the terms or conditions of a share-based payment require an entity to apply modification accounting. Under the new guidance, an entity should account for the effects of a modification unless, comparing to the original award prior to modification, the fair value, the vesting conditions and the classification as equity or as a liability of the modified award are all the same. The amendments in this update should be applied prospectively to an award modified on or after the adoption date. The new standard will become effective for our fiscal year 2019 which begins on September 30, 2018. We do not expect the adoption of this standard to have a material impact on our financial statements.

In May 2016, accounting guidance was issued to clarify the not yet effective revenue recognition guidance issued in May 2014. This additional guidance does not change the core principle of the revenue recognition guidance issued in May 2014, rather, it provides clarification of accounting for collections of sales taxesconsumable parts as well as ~~recognition~~revenues from service agreements, of ~~revenue (i) associated with contract modifications, (ii) for non-cash consideration,~~which $16.5 million and (iii) based on the collectability of the consideration from the customer. The guidance also specifies when a contract should be considered “completed” for purposes of applying the transition guidance. The effective date and transition requirements for this guidance are the same as the effective date and transition requirements$15.3 million for the ~~guidance previously issued~~three months ended April 3, 2021 and April 4, 2020, respectively, were recognized over time.


	Six Months Ended
	April 3, 2021				April 4, 2020
	OEM Laser Sources		Industrial Lasers & Systems		OEM Laser Sources		Industrial Lasers & Systems
Net sales:
Products(1)	$	256,035	$	210,922	$	211,696	$	186,596
Other product and service revenues(2)	178,375		54,703		162,974		52,652
Total net sales	$	434,410	$	265,625	$	374,670	$	239,248

(1) Net sales primarily recognized at a point in 2014, which is effective for our fiscal year 2019 which begins on September 30, 2018. We have elected to not adopt the standard earlier. We are currently evaluating our contracts subject to the new guidancetime.

(2) Includes sales of spare parts, related accessories and ~~have not determined the impact this standard may have on our financial statements nor have we decided upon the method of adoption.~~

In February 2016, the FASB issued amended guidance to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance clarifies the criteria for distinguishing between a finance lease and operating lease,other consumable parts as well as ~~classification between~~revenues from service agreements, of which $32.5 million and $30.9 million for the ~~two types~~six months ended April 3, 2021 and April 4, 2020, respectively, were recognized over time.

Table of leases, which is substantially unchanged from the previous lease guidance. Further, the new guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability)Conten t s

Sales by market application and a right-of-use asset, initially measured at the present value of the lease payments. For finance leases, a lessee should recognize interest on the lease liability separately from amortization of the right-of-use asset. For operating leases, a lessee should recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis. For leases with a term of 12 months or less, a lessee is permitted to makesegment


	Three Months Ended
	April 3, 2021				April 4, 2020
	OEM Laser Sources		Industrial Lasers & Systems		OEM Laser Sources		Industrial Lasers & Systems
Net sales:
Microelectronics	$	138,181	$	30,096	$	104,901	$	16,866
Precision manufacturing	15,771		91,627		8,397		77,910
Instrumentation	67,078		21,255		56,838		16,570
Aerospace and defense	2,218		7,756		3,586		8,079
Total net sales	$	223,248	$	150,734	$	173,722	$	119,425


	Six Months Ended
	April 3, 2021				April 4, 2020
	OEM Laser Sources		Industrial Lasers & Systems		OEM Laser Sources		Industrial Lasers & Systems
Net sales:
Microelectronics	$	266,354	$	50,771	$	219,794	$	32,519
Precision manufacturing	27,630		161,218		18,792		155,887
Instrumentation	134,354		39,206		125,024		35,564
Aerospace and defense	6,072		14,430		11,060		15,278
Total net sales	$	434,410	$	265,625	$	374,670	$	239,248

See Note 19, "Segment and Geographic Information" for revenue disaggregation by reportable segment and geographic region.

Contract Balances

We record accounts receivable when we have an accounting policy election not to recognize lease assets and lease liabilities. The new standard will become effective for our fiscal year 2020 which begins on September 29, 2019. We are currently assessing the impact of this amended guidance.

~~3. BUSINESS COMBINATIONS~~

~~Fiscal 2017 Acquisitions~~

~~Rofin~~

~~On November 7, 2016, we completed our acquisition of Rofin pursuant~~unconditional right to the ~~Merger Agreement dated March 16, 2016. Rofin is one~~consideration. Contract liabilities are recorded when cash payments are received or due in advance of ~~the world's leading developers~~performance. Contract liabilities consist of customer deposits and ~~manufacturers of high-performance industrial laser sources~~deferred revenue, where we have unsatisfied or partly satisfied performance obligations. Contract liabilities classified as customer deposits are included in other current liabilities and ~~laser-~~contract liabilities classified as deferred revenue are included in other current liabilities or other long-term liabilities on our condensed consolidated balance sheets. Payment terms vary by customer.

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~~based solutions and components. Rofin's operating results have been included primarily in our Industrial Lasers & Systems segment. See Note 16, "Segment Information".~~

~~As a condition of the acquisition, we were required to divest and hold separate Rofin’s low power CO~~₂ laser business based in Hull, United Kingdom (the "Hull Business"), and had reported this business separately as a discontinued operation until its divestiture. We completed the divestiture of the Hull Business on October 11, 2017, after receiving approval for the terms of the sale from the European Commission. See Note 18, "Discontinued Operations and Assets Held for Sale".

~~The total purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation analysis.~~

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

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

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

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

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

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


	Six Months Ended
	April 3, 2021		April 4, 2020
Beginning balance (1)	$	56,339	$	42,550
Additions to customer deposits and deferred revenue	105,775		89,885
Amount of customer deposits and deferred revenue recognized in income (2)	(91,248)		(77,827)
Translation adjustments	(164)		(301)
Ending balance (3)	$	70,702	$	54,307

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Cash, cash equivalents and short-term investments $ 163,425
Accounts receivable 90,877
Inventory 189,869
Prepaid expenses and other assets 15,362
Assets held-for-sale, current 29,545
Property and equipment 125,723
Other assets 31,854
Intangible assets:
  Existing technology 169,029
  In-process research and development 6,000
  Backlog 5,600
  Customer relationships 39,209
  Trademarks 5,699
  Patents 300
Goodwill 298,170
Current portion of long-term obligations (3,633 )
Current liabilities held for sale (7,001 )
Accounts payable (21,314 )
Other current liabilities (68,242 )
Long-term debt (11,641 )
Other long-term liabilities (122,517 )
Total $ 936,314

~~The fair value write-up of acquired finished goods~~(1) Beginning customer deposits and work-in-process inventory was $26.4 million, which was amortized over the expected period during which the acquired inventory was sold, or 6 months. Accordingly, for fiscal 2017, we recorded $26.4 million of incremental cost of sales associated with the fair value write-up of inventory acquired in the merger with Rofin. The fair value write-up of inventory acquired was fully amortized in fiscal 2017.

The fair value write-up of acquired property, plant and equipment of $36.0 million will be amortized over the useful lives of the assets, ranging from 3 to 31 years. Property, plant and equipment is valued at its value-in-use, unless there was a known plan to dispose of the asset.

The acquired existing technology, backlog, trademarks and patents are being amortized on a straight-line basis, which approximates the economic use of the asset, over their estimated useful lives of 3 to 5 years, 6 months, 3 years, and 5 years, respectively. Customer relationships are being amortized on an accelerated basis utilizing free cash flows over periods ranging from 5 to 10 years. The useful lives of in-process research and development will be defined in the future upon further evaluation of the status of these applications. The fair value of the acquired intangibles was determined using the income approach. In performing these valuations, the key underlying probability-adjusted assumptions of the discounted cash flows were projected revenues, gross margin expectations and operating cost estimates. The valuations were based on the information that was availabledeferred revenue as of ~~the acquisition date~~October 3, 2020 include $42,715 of current portion and ~~the expectations~~$13,624 of long-term portion. Beginning customer deposits and assumptions that have been deemed reasonable by our management. There are inherent uncertainties and management judgment required in these determinations. This acquisition resulted in a purchase price that exceeded the estimated fair value of tangible and intangible assets, which was allocated to goodwill.

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

~~In-process research and development (“IPR&D”) consists of two projects that had not yet reached technological feasibility~~ as of ~~the date~~September 28, 2019 include $34,538 of ~~the acquisition. Acquired IPR&D assets are initially~~current portion and $8,012 of long-term portion.

(2) Amount of customer deposits and deferred revenue recognized at fair value and are classified as indefinite-lived assets until the successful completion or abandonment of the associated research and development efforts. The value assigned to IPR&D was determined by considering the value of the products under development to the overall development plan, estimating the resulting net cash flows from the projects when completed and discounting the net cash

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flows to their present value. During the development period, these assets will not be amortized as charges to earnings; instead these assets will be subject to periodic impairment testing. Upon successful completion of the development process for the acquired IPR&D projects, the assets would then be considered finite-lived intangible assets and amortization of the assets will commence. One project was completed in December 2017 and amortization for that project will begin in the quarter ending March 31, 2018. The other project has not been completed as of December 30, 2017, but is expected to be completed in fiscal 2019.

~~We expensed $17.6 million of acquisition-related costs as selling, general and administrative expenses in our condensed consolidated statements of operations in fiscal 2017.~~

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

~~Unaudited Pro Forma Information (in thousands, except per share data)~~

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

Three Months Ended
December 31,
2016
Total net sales $ 389,816
Net income $ 39,183
Net income per share:

Basic $ 1.61
Diluted $ 1.59

~~The unaudited pro forma financial information above includes the net income of Rofin’s low power CO~~₂ ~~laser business based in Hull, United Kingdom, which was recorded as a discontinued operation~~ in the three months ended ~~December 31, 2016. See Note 18, "Discontinued Operations~~April 3, 2021 and ~~Assets Held for Sale".~~April 4, 2020 was $49,167 and $37,467, respectively.

(3) Ending customer deposits and deferred revenue as of April 3, 2021 include $57,116 of current portion and $13,586 of long-term portion. Ending customer deposits and deferred revenue as of April 4, 2020 include $42,939 of current portion and $11,368 of long-term portion.

Table of Conten t s

Remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. The ~~unaudited pro forma financial information above reflects~~following table includes estimated revenue expected to be recognized in the ~~following material adjustments:~~

~~Incremental amortization and depreciation expense~~future related to ~~the estimated fair value~~performance obligations for sales of ~~identifiable intangible assets~~maintenance agreements, extended warranties, installation, and ~~property, plant and equipment from the purchase price allocation.~~

~~The exclusion of amortization of inventory step-up to its estimated fair value from the three months ended December 31, 2016.~~

~~The exclusion of revenue adjustments as a result of the reduction~~contracts with customer acceptance provisions included in customer deposits and deferred revenue ~~related~~as of April 3, 2021 (in thousands):


	Remainder of fiscal 2021		Thereafter		Total
Performance obligations as of April 3, 2021	$	48,669	$	22,033	$	70,702

4. BUSINESS COMBINATIONS

Merger Agreement

On January 18, 2021, we entered into an Agreement and Plan of Merger with Lumentum Holdings Inc. ("Lumentum"), Cheetah Acquisition Sub Inc ("Lumentum Merger Sub I") and Cheetah Acquisition Sub LLC ("Lumentum Merger Sub II"), pursuant to ~~its estimated fair value~~which we agreed to be acquired for $100.00 in cash per Coherent share and 1.1851 shares of Lumentum common stock per Coherent share. In light of unsolicited proposals received from each of MKS Instruments, Inc. and II-VI Incorporated ("II-VI"), on March 9, 2021, we entered into an Amended and Restated Agreement and Plan of Merger with Lumentum, Lumentum Merger Sub I and Lumentum Merger Sub II (the "Amended Lumentum Agreement"), pursuant to which we agreed to be acquired for $175.00 in cash per Coherent share and 1.0109 shares of Lumentum common stock per Coherent share.

On March 25, 2021, we terminated the ~~three months ended December 31, 2016.~~

~~Incremental interest expense~~Amended and ~~amortization~~Restated Lumentum Merger Agreement and entered into an Agreement and Plan of ~~debt issuance~~Merger with II-VI and Watson Merger Sub Inc. ("II-VI Merger Sub") (the "II-VI Merger Agreement"), pursuant to which we agreed to be acquired for $220.00 in cash per Coherent share and 0.91 of a share of II-VI common stock per Coherent share. In connection with terminating the Amended and Restated Lumentum Merger Agreement, we paid a termination fee of $217.6 million to Lumentum. The termination fee, in addition to other costs related to the merger agreements is included in Merger and acquisition costs in our ~~Euro Term Loan~~Condensed Consolidated Statements of Operations.

Pursuant to the terms of the II-VI Merger Agreement, the acquisition of Coherent will be accomplished through a merger of II-VI Merger Sub with and ~~Revolving Credit Facility (as defined~~into Coherent (the "Merger"), with Coherent surviving the Merger as a wholly owned subsidiary of II-VI.

Pursuant to the terms of the Merger Agreement, and subject to the terms and conditions set forth therein, at the effective time of the Merger (the "Effective Time"), each share of the common stock of Coherent (the "Coherent Common Stock") issued and outstanding immediately prior to the Effective Time (other than (x) shares of Coherent Common Stock owned by II-VI, Coherent, or any direct or indirect wholly owned subsidiary of II-VI or Coherent or (y) shares of Coherent Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in ~~Note 9, "Borrowings").~~each case, immediately prior to the Effective Time), will be cancelled and extinguished and automatically converted into the right to receive the following consideration:

(A) $220.00 in cash, without interest, plus

(B) 0.91 of a validly issued, fully paid and non-assessable share of the common stock of II-VI.

The ~~exclusion~~completion of Coherent's acquisition ~~costs incurred~~ by ~~both Coherent~~II-VI is subject to customary closing conditions, including, among others, the approval by Coherent's stockholders of the Merger, approval by II-VI's shareholders of the share issuance in connection with the Merger and ~~Rofin from~~regulatory approvals.

Electro-optics Technology

On April 19, 2021, we acquired Electro-optics Technology, Inc. ("EOT") for approximately $29.3 million. EOT is a specialized U.S.-based components company, which we expect will enable us to vertically integrate and improve the ~~three months ended December 31, 2016.~~

~~The exclusion~~performance of our directed energy amplifier technology. It has additional operations through a ~~stock-based compensation charge related to~~subsidiary in Germany. We are in the ~~acceleration~~process of ~~Rofin options from~~evaluating the ~~three months ended December 31, 2016.~~

~~The exclusion of a gain on~~ business combination ~~for~~accounting considerations, including the consideration transferred and the initial purchase price allocation. EOT will be included in our ~~previously owned shares of Rofin from the three months ended December 31, 2016.~~OEM Laser Sources segment.

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

~~The estimated tax impact of the above adjustments.~~

Table of ~~Contents~~Conten t s

4.5.FAIR VALUES

We have not changed our valuation techniques in measuring the fair value of any financial assets and liabilities during the period. We recognize transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were no transfers between levels during the periods presented. As of ~~December 30, 2017~~April 3, 2021 and ~~September 30, 2017,~~October 3, 2020, we ~~did not have any assets or liabilities valued~~had one investment carried on a cost basis. If we were to fair value this investment, it would be based onupon Level 3 ~~valuations.~~inputs. This investment is not considered material to our condensed consolidated financial statements.

We measure the fair value of outstanding debt obligations for disclosure purposes on a recurring basis. As of ~~December 30, 2017,~~April 3, 2021, the current and long-term portion of long-term obligations of ~~$5.1~~$6.9 million and ~~$503.0~~$409.6 million, respectively, are reported at amortized cost. As of October 3, 2020, the current and long-term portion of long-term obligations of $6.8 million and $411.1 million, respectively, are reported at amortized cost. These outstanding obligations are classified as Level 2 as they are not actively traded and are valued using a discounted cash flow model that uses observable market inputs. Based on the discounted cash flow model, the fair value of the outstanding debt approximates amortized cost.

Financial assets and liabilities measured at fair value as of ~~December 30, 2017~~April 3, 2021 and ~~September 30, 2017~~October 3, 2020 are summarized below (in thousands):


	Aggregate Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Aggregate Fair Value		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs
	April 3, 2021						October 3, 2020
			(Level 1)		(Level 2)				(Level 1)		(Level 2)
Assets:
Cash equivalents:
Money market fund deposits	$	22,651	$	22,651	$	0	$	36,646	$	36,646	$	0
Certificates of deposit	44,688		44,688		0		56,191		56,191		0


Short-term investments:
U.S. Treasury and agency obligations (1)	15,128		0		15,128		35,346		0		35,346


Prepaid and other assets:
Foreign currency contracts (2)	978		0		978		812		0		812
Money market fund deposits — Deferred comp and supplemental plan (3)	499		499		0		203		203		0
Mutual funds — Deferred comp and supplemental plan (3)	12,871		12,871		0		22,778		22,778		0
Total	$	96,815	$	80,709	$	16,106	$	151,976	$	115,818	$	36,158

Liabilities:
Other current liabilities:
Foreign currency contracts (2)	(2,213)		0		(2,213)		(2,811)		0		(2,811)

Total	$	94,602	$	80,709	$	13,893	$	149,165	$	115,818	$	33,347

Aggregate Fair Value
Quoted Prices
in Active
Markets for
Identical
Assets

Significant
Other
Observable
Inputs
Aggregate Fair Value
Quoted Prices
in Active
Markets for
Identical
Assets

Significant
Other
Observable
Inputs
December 30, 2017 September 30, 2017
(Level 1) (Level 2) (Level 1) (Level 2)
Assets:
Cash equivalents:
Money market fund deposits $ 38,383
$ 38,383
$ —
$ 61,811
$ 61,811
$ —
U.S. Treasury and agency obligations ⁽¹⁾

20,020
—
20,020
14,986
—
14,986
Commercial paper ⁽¹⁾
4,997
—
4,997
21,991
—
21,991
Short-term investments:

U.S. Treasury and agency obligations ⁽¹⁾
18,605
—
18,605
21,087
—
21,087
Corporate notes and obligations ⁽¹⁾
9,149
—
9,149
11,423
—
11,423
Commercial paper ⁽¹⁾
9,957
—
9,957
—
—
—
Prepaid and other assets:

Foreign currency contracts ⁽²⁾
588
—
588
1,270
—
1,270
Money market fund deposits — Deferred comp and supplemental plan ⁽³⁾
270
270
—
285
285
—
Mutual funds — Deferred comp and supplemental plan ⁽³⁾
19,969
19,969
—
17,585
17,585
—
Total $ 121,938
$ 58,622
$ 63,316
$ 150,438
$ 79,681
$ 70,757

Liabilities:
Other current liabilities:
Foreign currency contracts ⁽³⁾
(962 ) —
(962 ) (1,475 ) —
(1,475 )
Total $ 120,976
$ 58,622
$ 62,354
$ 148,963
$ 79,681
$ 69,282

___________________________________________________

~~(1)~~

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

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

(2) The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. See Note 7, "Derivative Instruments and Hedging Activities."

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

Table of ~~Contents~~Conten t s

~~(2)~~

The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large commercial banks. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. See Note 6, "Derivative Instruments and Hedging Activities".


~~(3)~~	The fair value of mutual funds is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in over-the-counter markets and listed securities for which no sale was reported on that date are stated as the last quoted bid price.

6.SHORT-TERMINVESTMENTS

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

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


	December 30, 2017										April 3, 2021
	Cost Basis		Unrealized Gains		Unrealized Losses			Fair Value			Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
Cash and cash equivalents	$	385,710	$	25	$	—		$	385,735	Cash and cash equivalents	$	353,049	$	0	$	0	$	353,049

Short-term investments:										Short-term investments:
Available-for-sale securities:										Available-for-sale securities:
Commercial paper	$	9,957	$	—	$	—		$	9,957

U.S. Treasury and agency obligations	18,588		19		(2		)	18,605		U.S. Treasury and agency obligations	$	15,090	$	38	$	0	$	15,128
Corporate notes and obligations	9,127		25		(3		)	9,149

Total short-term investments	$	37,672	$	44	$	(5	)	$	37,711	Total short-term investments	$	15,090	$	38	$	0	$	15,128


	October 3, 2020
	Cost Basis		Unrealized Gains		Unrealized Losses		Fair Value
Cash and cash equivalents	$	440,258	$	0	$	0	$	440,258

Short-term investments:
Available-for-sale securities:

U.S. Treasury and agency obligations	$	35,311	$	36	$	(1)	$	35,346

Total short-term investments	$	35,311	$	36	$	(1)	$	35,346

September 30, 2017
Cost Basis
Unrealized
Gains

Unrealized
Losses
Fair Value
Cash and cash equivalents $ 443,066
$ —
$ —
$ 443,066

Short-term investments:

Available-for-sale securities:

U.S. Treasury and agency obligations $ 21,074
$ 13
$ —
$ 21,087
Corporate notes and obligations 11,390
34
(1 ) 11,423
Total short-term investments $ 32,464
$ 47
$ (1 ) $ 32,510

There were less than $0.1 million of unrealized gains and less than $0.1 million of unrealized gains and losses at April 3, 2021 and October 3, 2020, respectively. None of the ~~$5,000~~$1,000 in unrealized losses at ~~December 30, 2017~~October 3, 2020 were considered to be other-than-temporary impairments.

The amortized cost and estimated fair value of available-for-sale investments in debt securities as of December 30, 2017 and September 30, 2017 classified as short-term investments on our condensed consolidated balance sheet were as follows

~~Table of Contents~~

~~(in thousands):~~

December 30, 2017 September 30, 2017
Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value
Investments in available-for-sale debt securities due in less than one year $ 37,672
$ 37,711
$ 30,214
$ 30,251
Investments in available-for-sale debt securities due in one to five years ⁽¹⁾
$ —
$ —
$ 2,250
$ 2,259

~~(1) Classified as short-term investments because these securities are highly liquid and can be sold at any time.~~

~~During the three months ended~~ ~~December 30, 2017, we received proceeds totaling~~ ~~$2.4 million~~ ~~from the sale of available-for-sale securities and realized no gross gains or losses. During the three months ended December 31, 2016, we received proceeds totaling~~ ~~$0.1 million~~ ~~from the sale of available-for-sale securities and realized no gross gains or losses.~~

6.7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We maintain operations in various countries outside of the United States and have foreign subsidiaries that manufacture and sell our products in various global markets. The majority of our sales are transacted in U.S. dollars. However, we do generate revenues in other currencies, primarily the Euro, Japanese Yen, South Korean Won, Singapore Dollar and Chinese ~~Renminbi (RMB).~~Renminbi. As a result, our earnings, cash flows and cash balances are exposed to fluctuations in foreign currency exchange rates. We attempt to limit these exposures through financial market instruments. We utilize derivative instruments, primarily forward contracts with maturities of two months or less, to manage our exposure associated with anticipated cash flows and net asset and liability positions denominated in foreign currencies. Gains and losses on the forward contracts are mitigated by gains and losses on the underlying instruments. We do not use derivative financial instruments for speculative or trading purposes. The credit risk amounts represent ~~the Company’s~~our gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current currency rates at each respective date.

~~On August 1, 2016, we purchased forward contracts totaling 670.0 million Euro, with a value date~~

Table of November 30, 2016, to limit our foreign exchange risk related to the commitment of our Euro Term Loan (denominated in Euros) in an amount of the Euro equivalent of $750.0 million to finance the U.S. dollar payment for our acquisition of Rofin. In the fourth quarter of fiscal 2016, we recognized an unrealized loss of $2.2 million on these forward contracts. In the first quarter of fiscal 2017, we settled these forward contracts at a net gain of $9.1 million, resulting in a realized gain of $11.3 million in the first quarter of fiscal 2017.Conten t s

Non-Designated Derivatives

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

~~Table of Contents~~


	U.S. Notional Contract Value				U.S. Fair Value
	April 3, 2021		October 3, 2020		April 3, 2021		October 3, 2020
Foreign currency hedge contracts
Purchase	$	210,707	$	169,206	$	(2,140)	$	(1,802)
Sell	$	(86,623)	$	(166,813)	$	905	$	(197)

U.S. Notional Contract Value U.S. Fair Value
December 30, 2017 September 30, 2017 December 30, 2017 September 30, 2017
Euro currency hedge contracts

Purchase $ 116,372
$ 109,641
$ (669 ) $ (1,397 )
Sell $ (33,588 ) $ —
$ (44 ) $ —

Japanese Yen currency hedge contracts
Sell $ (10,818 ) $ (25,126 ) $ 224
$ 591

South Korean Won currency hedge contracts
Purchase $ 29,580
$ —
$ 362
$ —
Sell $ (49,721 ) $ (28,996 ) $ (140 ) $ 551

Chinese RMB currency hedge contracts
Sell $ (15,138 ) $ (13,744 ) $ (97 ) $ 128

Other foreign currency hedge contracts

Purchase $ 9,562
$ 3,668
$ 2
$ (4 )
Sell $ (2,077 ) $ (2,971 ) $ (12 ) $ (74 )

The fair value of our derivative instruments is included in prepaid expenses and other assets and in other current liabilities in our Condensed Consolidated Balance Sheets. See Note 4,5, "Fair ~~Values".~~Values."

During the three and six months ended ~~December 30, 2017 and December 31, 2016,~~April 3, 2021, we recognized ~~a loss~~losses of ~~$2.6~~$0.5 million and ~~a gain~~$1.5 million, respectively, in other income (expense) for derivative instruments not designated as hedging instruments. During the three and six months ended April 4, 2020, we recognized gains of ~~$9.5~~$0.6 million and $0.1 million, respectively, in other income (expense) for derivative instruments not designated as hedging instruments.

~~Designated Derivatives~~

Cash flow hedges related to anticipated transactions are designated and documented at the inception of the hedge when we enter into contracts for specific future transactions. Cash flow hedges are evaluated for effectiveness quarterly. The effective portion of the gain or loss on these hedges is reported as a component of OCI in stockholder's equity and is reclassified into earnings when the underlying transaction affects earnings. We had no cash flow hedges outstanding at December 30, 2017 or September 30, 2017. Changes in the fair value of currency forward contracts due to changes in time value are excluded from the assessment of effectiveness and recognized in other income (expense) as incurred. We classify the cash flows from the foreign exchange forward contracts that are accounted for as cash flow hedges in the same section as the underlying item, primarily within cash flows from operating activities since we do not designate our cash flow hedges as investing or financing activities.

~~During the three months ended December 30, 2017 and December 31, 2016, we did not have any activities related to designated cash flow hedges.~~

Master Netting Arrangements

To mitigate credit risk in derivative transactions, we enter into master netting arrangements that allow each counterparty in the arrangements to net settle amounts of multiple and separate derivative transactions under certain conditions. We present the fair value of derivative assets and liabilities within our condensed consolidated balance sheet on a gross basis even when derivative transactions are subject to master netting arrangements and may otherwise qualify for net presentation. The impact of netting derivative assets and liabilities is not material to our financial position for any of the periods presented. Our derivative contracts do not contain any credit risk related contingent features and do not require collateral or other security to be furnished by us or the counterparties.

~~Table of Contents~~

7.8. GOODWILL AND INTANGIBLEASSETS

During the ~~three months~~quarter ended ~~December 30, 2017,~~April 3, 2021, we noted no indications of impairment or triggering events to cause us to review goodwill for potential impairment. We will conduct our annual goodwill testing during the fourth fiscal quarter.

See Note 8, "Goodwill and Intangible Assets" to our audited consolidated financial statements and notes thereto for the year ended October 3, 2020 included in our Annual Report on Form 10-K for discussion of the non-cash pre-tax charges we recorded in the quarter ended April 4, 2020 related to the goodwill, intangible assets, property, plant and equipment and ROU assets of the ILS reporting unit of $327.2 million, $33.9 million, $85.6 million and $1.8 million, respectively.

The changes in the carrying amount of goodwill, byall of which is in the OLS segment, for the period from ~~September 30, 2017~~October 3, 2020 to ~~December 30, 2017~~April 3, 2021 are as follows (in thousands):

OEM Laser Sources Industrial Lasers & Systems Total
Balance as of September, 30, 2017 $ 102,178
$ 315,516
$ 417,694
Translation adjustments and other 235
151
386
Balance as of December 30, 2017 $ 102,413
$ 315,667
$ 418,080


	OEM Laser Sources
Balance as of October 3, 2020	$	101,317


Translation adjustments	636
Balance as of April 3, 2021	$	101,953

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

Table of Conten t s


	December 30, 2017							September 30, 2017								April 3, 2021						October 3, 2020
	Gross Carrying Amount		Accumulated Amortization			Net		Gross Carrying Amount		Accumulated Amortization			Net			Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Existing technology	$	189,282	$	(60,146	)	$	129,136	$	208,341	$	(66,793	)	$	141,548	Existing technology	$	37,281	$	(32,141)	$	5,140	$	46,547	$	(37,630)	$	8,917
Patents	—		—			—		330		(58		)	272
Customer relationships	51,708		(16,631		)	35,077		51,687		(14,259		)	37,428		Customer relationships	22,402		(11,819)		10,583		24,388		(12,923)		11,465
Trade Name	6,172		(2,302		)	3,870		6,171		(1,824		)	4,347
In-process research & development	6,448		—			6,448		6,432		—			6,432

Production know-how															Production know-how	2,300		(1,147)		1,153		2,300		(917)		1,383

Total	$	253,610	$	(79,079	)	$	174,531	$	272,961	$	(82,934	)	$	190,027	Total	$	61,983	$	(45,107)	$	16,876	$	73,235	$	(51,470)	$	21,765

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

Amortization expense for intangible assets for the ~~three~~six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016~~April 4, 2020 was ~~$15.1~~$5.1 million and ~~$12.1~~$24.2 million, respectively. The change in the accumulated amortization also includes $0.1 million increaseand $2.1 million (decrease) of foreign exchange impact for the ~~three~~six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016,~~April 4, 2020, respectively.

At ~~December 30, 2017,~~April 3, 2021, estimated amortization expense for the remainder of fiscal ~~2018~~,2021, the next five succeeding fiscal years and all fiscal years thereafter are as follows (in thousands):


	Estimated Amortization Expense
2021 (remainder)	$	4,801
2022	3,310
2023	2,738
2024	1,955
2025	1,955
2026	1,958
Thereafter	159
Total	$	16,876

Estimated
Amortization
Expense
2018 (remainder) $ 41,627
2019 53,131
2020 45,583
2021 14,103
2022 3,525
2023 2,615
Thereafter 7,499
Total (excluding IPR&D) $ 168,083

8.9. BALANCE SHEET DETAILS

Inventories consist of the following (in thousands):

~~Table of Contents~~


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Purchased parts and assemblies	$	124,544	$	114,285	Purchased parts and assemblies	$	107,945	$	116,957
Work-in-process	159,280		159,784		Work-in-process	165,101		173,871
Finished goods	148,985		140,738		Finished goods	120,626		135,928
Total inventories	$	432,809	$	414,807	Total inventories	$	393,672	$	426,756

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


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Prepaid and refundable income taxes	$	27,606	$	28,712	Prepaid and refundable income taxes	$	36,551	$	50,548
Other taxes receivable	16,865		15,327		Other taxes receivable	12,346		13,006
Prepaid expenses and other assets	32,532		26,229		Prepaid expenses and other assets	34,318		24,696
Total prepaid expenses and other assets	$	77,003	$	70,268	Total prepaid expenses and other assets	$	83,215	$	88,250

Other assets consist of the following (in thousands):

Table of Conten t s


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Assets related to deferred compensation arrangements	$	33,930	$	31,008	Assets related to deferred compensation arrangements	$	32,407	$	39,720
Deferred tax assets	86,831		82,691		Deferred tax assets	144,833		102,028
Right of use assets, net - operating leases (See Note 11)					Right of use assets, net - operating leases (See Note 11)	79,445		85,905
Right of use assets, net - finance leases (See Note 11)					Right of use assets, net - finance leases (See Note 11)	433		656
Other assets	6,955		12,942		Other assets	14,961		14,266
Total other assets	$	127,716	$	126,641	Total other assets	$	272,079	$	242,575

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


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Accrued payroll and benefits	$	55,697	$	72,327	Accrued payroll and benefits	$	78,656	$	54,211
Operating lease liability, current (See Note 11)					Operating lease liability, current (See Note 11)	15,900		15,366
Finance lease liability, current (See Note 11)					Finance lease liability, current (See Note 11)	338		399
Deferred revenue	44,709		65,237		Deferred revenue	36,140		32,998
Warranty reserve	37,809		36,149		Warranty reserve	32,695		35,032
Accrued expenses and other	31,699		34,215		Accrued expenses and other	38,770		36,432
Current liabilities held for sale (See Note 18)	735		7,021
Customer deposits	20,191		20,052		Customer deposits	20,976		9,717
Total other current liabilities	$	190,840	$	235,001	Total other current liabilities	$	223,475	$	184,155

Components of the reserve for warranty costs during the first ~~three~~six months of fiscal ~~2018~~2021 and ~~2017~~2020 were as follows (in thousands):


	Three Months Ended							Six Months Ended
	December 30, 2017			December 31, 2016				April 3, 2021		April 4, 2020
Beginning balance	$	36,149		$	15,949		Beginning balance	$	35,032	$	36,460
Additions related to current period sales	14,140			8,814			Additions related to current period sales	15,530		19,228
Warranty costs incurred in the current period	(12,404		)	(6,399		)	Warranty costs incurred in the current period	(18,128)		(21,469)
Accruals resulting from acquisitions	—			12,593

Adjustments to accruals related to foreign exchange and other	(76		)	(2,357		)	Adjustments to accruals related to foreign exchange and other	261		(271)
Ending balance	$	37,809		$	28,600		Ending balance	$	32,695	$	33,948

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

~~Table of Contents~~


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Long-term taxes payable	$	54,779	$	35,866	Long-term taxes payable	$	17,883	$	15,374
Operating lease liability, long-term (See Note 11)					Operating lease liability, long-term (See Note 11)	68,301		75,264
Finance lease liability, long-term (See Note 11)					Finance lease liability, long-term (See Note 11)	0		178
Deferred compensation	37,291		34,160		Deferred compensation	34,909		42,854
Defined benefit plan liabilities					Defined benefit plan liabilities	46,504		45,810
Deferred tax liabilities	42,457		45,373		Deferred tax liabilities	16,231		15,721
Deferred revenue	4,400		4,765		Deferred revenue	13,586		13,624
Asset retirement obligations liability	4,779		5,382		Asset retirement obligations liability	6,098		5,892
Defined benefit plan liabilities	40,157		39,454
Other long-term liabilities	1,209		1,390		Other long-term liabilities	4,174		6,357
Total other long-term liabilities	$	185,072	$	166,390	Total other long-term liabilities	$	207,686	$	221,074

9.10. BORROWINGS

On ~~November 4, 2016, we repaid the outstanding balance, plus accrued interest, on our former domestic line~~December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of ~~credit and terminated the $50.0~~up to 24.0 million credit facility with Union Bank of California. We assumed two term loans having an aggregated principal amount of $15.3 million as of November 7, 2016 and several lines of credit totaling approximately $18.1 million with the completionEuros, to be drawn down by October 29, 2021, to finance a portion of the ~~Rofin acquisition.~~construction of a new facility in Germany. The term of the loan is 10 years and borrowings bear interest at 1.55% per annum. As of

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April 3, 2021, no amounts have been withdrawn under this loan facility. On April 26, 2021, we drew down 10 million Euros against the loan agreement. The loan agreement contains customary affirmative loan covenants.

On November 7, 2016 (the "Closing Date"), we entered into a Credit Agreement by and among us, Coherent Holding BV & Co. K.G. (formerly Coherent Holding GmbH), as borrower (the ~~“Borrower”~~"Borrower"), and certain of our direct and indirect subsidiaries from time to time party thereto, as guarantors, the lenders from time to time party thereto, Barclays Bank PLC, as administrative agent and an L/C Issuer, Bank of America, N.A., as an L/C Issuer, and MUFG Union Bank, N.A., as an L/C Issuer (the "Initial Credit Agreement" and, as amended by the Amendments (defined below), the "Credit Agreement"). The Initial Credit Agreement provided for a 670.0 million Euro senior secured term loan facility (the "Euro Term Loan") and a $100.0 million senior secured revolving credit facility (the "Revolving Credit Facility") with a $30.0 million letter of credit sublimit and a $10.0 million swing line ~~sublimit. The Borrower~~sublimit, in each case, which may ~~increase the aggregate revolving commitments or borrow~~be increased from time to time pursuant to an incremental ~~term loans~~feature set forth in an aggregate principal amount not to exceed the sum of $150.0 million and an amount that would not cause the senior secured net leverage ratio to be greater than 2.75 to 1.00, subject to certain conditions, including obtaining additional commitments from the lenders then party to the Credit Agreement. The Initial Credit Agreement ~~or new lenders. On November 7, 2016,~~was amended on May 8, 2017 (the "First Amendment") to reduce the ~~Borrower borrowed the full 670.0 million Euros under~~interest rate margins applicable to the Euro Term Loan and ~~its proceeds were used~~was amended again on July 5, 2017 (the "Second Amendment" and, together with the First Amendment, the "Amendments") to ~~finance~~make certain technical changes in connection with the ~~acquisition of Rofin and pay related fees and expenses. On November 7, 2016, we also used 10.0 million Euros~~conversion of the ~~capacity under the Revolving Credit Facility for the issuance of~~Borrower from a ~~letter of credit.~~German company with limited liability to a German limited partnership.

The ~~terms of the~~ Credit Agreement require the Borrower to prepay the term loans in certain circumstances, including from excess cash flow beyond a threshold amount, from the receipt of proceeds from certain dispositions or from the incurrence of certain indebtedness, and from extraordinary receipts resulting in net cash proceeds in excess of $10.0 million in any fiscal year.contains customary mandatory prepayment provisions. The Borrower has the right to prepay loans under the Credit Agreement in whole or in part at any time without premium or penalty, subject to customary breakage costs. Revolving loans may be borrowed, repaid and reborrowed until the fifth anniversary of the Closing Date, at which time all outstanding revolving loans must be repaid. The Euro Term Loan matures on the seventh anniversary of the Closing Date (in the first quarter of fiscal 2024), at which time all outstanding principal and accrued and unpaid interest on the Euro Term Loan must be repaid.

~~In the first quarter of fiscal 2018 and during fiscal 2017, we made voluntary principal payments of 75.0 million Euros and 150.0 million Euros, respectively, on the Euro Term Loan.~~ As of ~~December 30, 2017,~~April 3, 2021, the outstanding principal amount of the Euro Term Loan was ~~436.6~~354.9 million Euros. As of ~~December 30, 2017,~~April 3, 2021, the outstanding ~~principal~~ amount of the Revolving Credit Facility was $10.0 million plus a 10.0 million ~~Euros.~~Euro letter of credit.

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~~determination. For Euro Term Loan borrowed~~ as Base Rate loans the applicable margin initially is 2.50%, and following the first anniversary of the Closing Date ranges from 2.50% to 2.00% depending upon the consolidated total gross leverage ratio at the time of determination.was 1.25%. The applicable margin for revolving loans borrowed as Eurocurrency Rate loans ~~ranges from~~was 4.25% ~~to 3.75%,~~per annum and ~~for revolving loans borrowed~~ as Base Rate loans ~~ranges from~~was 3.25% ~~to 2.75%, in each case, based on the consolidated total gross leverage ratio at the time of determination.~~per annum. Interest on Base Rate Loans is payable quarterly in arrears. Interest on Eurocurrency Rate loans is payable at the end of the applicable interest period (or at three month intervals if the interest period exceeds three months). ~~Interest periods for Eurocurrency Rate loans may be, at the Borrower’s option, one, two, three or six months.~~

On May 8, 2017, we entered into Amendment No. 1 and Waiver (the "Repricing Amendment") to the Credit Agreement to, among other things, (i) reduce 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 (ii) extend the period during which a prepayment premium may be required for a repricing transaction until six months after the effective date of the Repricing Amendment. In connection with the execution of the Repricing Amendment, we paid arrangement fees of approximately $0.5 million in fiscal 2017, as well as certain fees and expenses of the administrative agent and the lenders, in accordance with the terms of the Credit Agreement.

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

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

The Credit Agreement contains customary affirmative ~~covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations,~~ and negative covenants, including covenants limiting the ability of us and our subsidiaries to, among other things, incur debt, grant liens, make investments, make certain restricted payments, transact with affiliates, and sell assets. The Credit Agreement also requires us and our subsidiaries to maintain a senior secured net leverage ratio as of the last day of each fiscal quarter of less of than or equal to 3.50 to 1.00. The Credit Agreement contains customary events of default that include, among other things, payment defaults, cross defaults with certain other indebtedness, violation of covenants, inaccuracy of representations and warranties in any material respect, change in control of us and the Borrower, judgment defaults, and bankruptcy and insolvency events. If an event of default exists, the lenders may require the immediate payment of all Obligations, as defined in the Credit Agreement, and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. The acceleration of such obligations is automatic upon the occurrence of a bankruptcy and insolvency event of default. We were in compliance with all covenants at ~~December 30, 2017.~~April 3, 2021.

We incurred $28.5 million of debt issuance costs related to the Euro Term Loan and $0.5 million of debt issuance costs to

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

Additional sources of cash available to us were international currency lines of credit and bank credit facilities totaling ~~$29.2~~$16.0 million as of ~~December 30, 2017,~~April 3, 2021, of which ~~$21.4~~$14.3 million was unused and available. These unsecured international credit facilities were used in Europe ~~and Japan~~ during the first ~~three~~six months of fiscal ~~2018.~~2021. As of ~~December 30, 2017,~~April 3, 2021, we had utilized ~~$6.0~~$1.7 million of the international credit facilities as guarantees in ~~Europe and $1.8 million as short-term borrowings in Japan.~~Europe.

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


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Current portion of Euro Term Loan ⁽¹⁾	$	3,255	$	3,230	Current portion of Euro Term Loan (1)	$	5,019	$	4,970
1.3% Term loan due 2024	1,482		1,477		1.3% Term loan due 2024	1,472		1,465
1.0% State of Connecticut term loan due 2023	371		371		1.0% State of Connecticut term loan due 2023	384		382
Line of credit borrowings	1,820		—		Line of credit borrowings	10,000		10,000
Total short-term borrowings and current portion of long-term obligations	$	6,928	$	5,078	Total short-term borrowings and current portion of long-term obligations	$	16,875	$	16,817

(1) Net of debt issuance costs of ~~$4.7~~$2.9 million and ~~$4.7~~$2.9 million at ~~December 30, 2017~~April 3, 2021 and ~~September 30, 2017,~~October 3, 2020, respectively.

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


	December 30, 2017		September 30, 2017			April 3, 2021		October 3, 2020
Euro Term Loan due 2024 ⁽¹⁾	$	492,799	$	578,356	Euro Term Loan due 2024 (1)	$	405,489	$	406,099
1.3% Term loan due 2024	8,519		8,865		1.3% Term loan due 2024	3,680		4,395
1.0% State of Connecticut term loan due 2023	1,687		1,780		1.0% State of Connecticut term loan due 2023	453		646

Total long-term obligations	$	503,005	$	589,001	Total long-term obligations	$	409,622	$	411,140

(1) Net of debt issuance costs of ~~$16.8~~$4.5 million and ~~$20.4~~$5.9 million at ~~December 30, 2017~~April 3, 2021 and ~~September 30, 2017,~~October 3, 2020, respectively.

Contractual maturities of our debt obligations, excluding line of credit borrowings, as of ~~December 30, 2017~~April 3, 2021 are as follows (in thousands):


	Amount
2021 (remainder)	$	4,970
2022	9,742
2023	9,530
2024	399,619
Total	$	423,861

11. LEASES

We determine if an arrangement contains a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either a finance or operating lease. We lease certain real and personal property from unrelated third parties under non-cancellable operating leases that expire at various dates through fiscal 2032. These operating leases are mainly for administrative offices, research-and-development and manufacturing facilities, as well as sales offices in various countries around the world. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Many leases include one or more options to renew. We assume renewals in our determination of the lease term when the renewals are deemed to be reasonably assured at lease commencement. We have also entered into various finance leases to obtain servers and certain other equipment for our operations. These arrangements are typically for three to six years. Our assets, liabilities and lease costs related to finance leases are immaterial.

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Amount
2018 (remainder) $ 7,346
2019 9,795
2020 9,795
2021 9,795
2022 9,795
2023 9,714
Thereafter 473,351
Total $ 529,591
As the rates implicit in our leases are not readily determinable, we use incremental borrowing rates based on the information available at the commencement date in determining the present value of future lease payments. We consider both the credit rating and the length of the lease when calculating the incremental borrowing rate. We combine lease and non-lease components into a single lease component for both our operating and finance leases.

For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred.

~~10.~~

We generally recognize sublease income on a straight-line basis over the sublease term.

The components of operating lease costs (in thousands), lease term (in years) and discount rate are as follows:


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Operating lease cost	$	5,432	$	4,993	$	10,776	$	9,963
Variable lease cost	341		344		671		688
Short-term lease cost	12		130		23		260
Sublease income	(2)		(32)		(5)		(64)
Total lease cost	$	5,783	$	5,435	$	11,465	$	10,847


	April 3, 2021		April 4, 2020
Weighted average remaining lease term	7.5		8.3
Weighted average discount rate	5.0	%	4.8	%

Supplemental cash flow information related to leases are as follows (in thousands):


	Six Months Ended
	April 3, 2021		April 4, 2020
Operating cash outflows from operating leases	$	10,345	$	9,710
ROU assets obtained in exchange for new operating lease liabilities	2,647		2,636

See Note 9, "Balance Sheet Details" for supplemental balance sheet information related to leases.

As of April 3, 2021, maturities of our operating lease liabilities, which do not include short-term leases and variable lease payments, are as follows (in thousands):


	Operating Leases
2021 (remainder)	$	9,352
2022	18,256
2023	15,713
2024	12,379
2025	11,115
2026 and thereafter	37,288
Total minimum lease payments	104,103
Amounts representing interest	(19,902)
Present value of total lease liabilities	$	84,201

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12. STOCK-BASED COMPENSATION

Fair Value of Stock Compensation

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

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Determining Fair Value

The fair values of shares purchased under the Employee Stock Purchase Plan ~~(“ESPP”~~("ESPP") for the three and six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016~~,April 4, 2020, respectively, were estimated using the following weighted-average assumptions:


	Employee Stock Purchase Plan
	Three Months Ended						Six Months Ended
	April 3, 2021			April 4, 2020			April 3, 2021			April 4, 2020
Expected life in years	0.5			0.5			0.5			0.5
Volatility	43.4		%	46.7		%	48.6		%	46.9		%
Risk-free interest rate	0.11		%	1.55		%	0.11		%	1.70		%
Expected dividend yield	0		%	0		%	0		%	0		%
Weighted average fair value per share	$	33.07		$	44.61		$	34.92		$	44.08

Employee Stock Purchase Plan
Three Months Ended
December 30,
2017 December 31,
2016
Expected life in years 0.5
0.5
Expected volatility 47.9 % 31.6 %
Risk-free interest rate 1.21 % 0.47 %
Expected dividend yield — % — %
Weighted average fair value per share $ 70.75
$ 23.37

~~There were no stock options granted during the three months ended~~ ~~December 30, 2017~~ ~~and~~ ~~December 31, 2016~~.

We grant performance restricted stock units to officers and certain employees. The performance restricted stock unit agreements provide for the award of performance ~~restricted stock~~ units with each unit representing the right to receive ~~one~~1 share of our common stock to be issued after the applicable award vesting period. The final number of units awarded, if any, for these performance grants will be determined as of the vesting dates, based upon our total shareholder return over the performance period compared to the applicable Russell ~~1000~~ Index and could range from no units to a maximum of twice the initial award units.

The weighted average fair value for ~~these~~the performance units granted for the six months ended April 3, 2021 and April 4, 2020 was determined using a Monte Carlo simulation model incorporating the following weighted average assumptions:


	Six Months Ended
	April 3, 2021			April 4, 2020
Risk-free interest rate	0.19		%	1.60		%
Volatility	51.7		%	47.2		%
Weighted average fair value per share	$	119.54		$	190.86

Three Months Ended
December 30, 2017 December 31, 2016
Risk-free interest rate 1.7 % 1.3 %
Volatility 37.0 % 31.0 %
Weighted average fair value $315.05 $163.17

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

In addition, during fiscal 2020, we granted performance restricted stock unit awards to certain employees with vesting based on goals related to free cash flow target amounts, with the initial fair value determined based on our closing stock price on the date of grant. Such awards were granted to serve as a performance incentive with a pay-for-performance forward-looking free cash flow target for the fiscal year in recognition of the impact of the COVID-19 pandemic. The number of shares issuable under these performance units upon satisfaction of the free cash flow performance criteria was capped at 100% of target. The total stock-based compensation of these awards was adjusted based on the level of achievement of free cash flow. These awards vested, in the three months ended January 2, 2021, at 100% of target.

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Stock Compensation Expense

The following table shows total stock-based compensation expense and related tax benefits included in the condensed consolidated statements of operations for the three and six months ended ~~December 30, 2017~~April 3, 2021 and ~~December 31, 2016~~April 4, 2020 (in thousands):


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Cost of sales	$	1,989	$	1,011	$	4,261	$	2,193
Research and development	1,030		894		2,229		1,455
Selling, general and administrative	6,073		6,993		14,787		13,042
Income tax benefit	(1,346)		(1,006)		(2,918)		(1,862)
	$	7,746	$	7,892	$	18,359	$	14,828

Three Months Ended
December 30,
2017 December 31,
2016
Cost of sales $ 988
$ 960
Research and development 668
1,053
Selling, general and administrative 5,420
7,642
Income tax benefit (1,609 ) (1,489 )
$ 5,467
$ 8,166

As a result of our acquisition of Rofin on November 7, 2016, we made a payment of $15.3 million due to the cancellation of options held by employees of Rofin. The payment was allocated between total estimated merger consideration of $11.1 million and post-merger stock-based compensation expense of $4.2 million, recorded in the three months ended December

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~~31, 2016, based on the portion of the total service period of the underlying options that have not been completed by the merger date.~~

During the three and six months ended ~~December 30, 2017, $1.0~~April 3, 2021, $1.7 million ~~was~~and $3.6 million of stock-based compensation cost, respectively, were capitalized ~~into~~as part of inventory for all stock plans, ~~$1.0~~$2.0 million ~~was~~ and $4.3 million, respectively, were amortized tointo cost of sales and ~~$1.3~~$2.1 million remained in inventory at ~~December 30, 2017~~.April 3, 2021. During the three and six months ended ~~December 31, 2016~~, ~~$0.8~~April 4, 2020, $1.3 million ~~was~~ and $2.3 million of stock-based compensation cost, respectively, were capitalized ~~into~~as part of inventory for all stock plans, ~~$0.7~~$1.0 million ~~was~~ and $2.2 million, respectively, were amortized tointo cost of sales and ~~$1.0~~$1.5 million remained in inventory at ~~December 31, 2016~~. April 4, 2020.

At ~~December 30, 2017~~,April 3, 2021, the total compensation cost related to unvested stock-based awards granted to employees under our stock plans but not yet recognized was approximately ~~$57.4 million~~.$63.7 million. We do not estimate ~~forfeitures.~~forfeitures and account for them as they occur. This cost will be amortized on a straight-line basis over a weighted-average period of approximately ~~1.8~~1.6 years.

Stock Awards Activity

The following table summarizes the activity of our time-based and ~~performance~~performance-based restricted stock units for the first ~~three~~six months of fiscal ~~2018~~2021 (in thousands, except per share amounts):


	Time Based Restricted Stock Units			Performance Based Restricted Stock Units
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Nonvested stock at October 3, 2020	419	$	144.87	136	$	177.54
Granted	284	132.28		64	119.43
Vested (1)	(214)	145.92		(12)	118.45
Forfeited	(7)	137.63		(30)	315.05
Nonvested stock at April 3, 2021	482	$	137.09	158	$	131.90

Time Based Restricted Stock Units Performance Restricted Stock Units

Number of
Shares

Weighted
Average
Grant Date
Fair Value

Number of
Shares
Weighted
Average
Grant Date
Fair Value
Nonvested stock at September 30, 2017 399
$ 118.83
176
$ 105.34
Granted 90
260.64
78
315.05
Vested ⁽¹⁾
(198 ) 83.69
(95 ) 70.57
Forfeited (1 ) 145.96
—
—
Nonvested stock at December 30, 2017 290
$ 152.82
159
$ 155.76

(1)Service-based restricted stock units vested during the fiscal year. Performance-based restricted stock units included at 100% of target ~~goal; under~~goal. Under the terms of the market based awards, the recipient may earn between 0% and 200% of the award. Under the terms of the performance based awards based on free cash flow targets, the recipient may earn between 0% and 100% of the award.

~~11.~~13.COMMITMENTS AND CONTINGENCIES

Indemnifications

In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification. Exposure under these agreements is unknown because claims may be made against us in the future and we may record charges in the future as a result of these indemnification obligations. As of April 3, 2021, we did not have any material indemnification claims that were probable or reasonably possible.

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Legal Proceedings

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

Although we do not expect that such ~~legal~~ claims and litigation will ultimately have a material adverse effect on our consolidated financial position, results of operations or cash flows, an adverse result in one or more matters could negatively affect our results in the period in which they ~~occur.~~occur, or in future periods.

The United States and many foreign governments impose tariffs and duties on the import and export of certain products we sell and purchase. From time to time our customs compliance, product classifications, duty calculations and payments are reviewed or audited by government agencies. Any adverse result in such a review or audit could negatively affect our results in the period in which they occur, or in future periods.

German authorities are currently investigating an export compliance matter involving one of our German subsidiaries involving four former employees (whose employment was terminated following our discovery of this matter). While under German law the subsidiary can be held liable for certain infringements by its employees of German export control laws, we believe that this matter involves less than approximately 1.5 million Euros in transactions in the period currently under investigation and do not believe that the final resolution of this matter will be material to our consolidated financial position, results of operations or cash flows. However, the German government investigation is ongoing and it is possible that substantial payments, fines, penalties or damages could result. Even though we do not currently expect this matter to be material to our consolidated financial position, results of operations or cash flows, circumstances could change as the investigation progresses.

On ~~November 7, 2016, we entered into~~April 28, 2021, a ~~Credit Agreement, which was~~purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York captioned Stein v. Coherent, Inc., et al., Civil Action No. 1:21-cv-3775. The complaint names as defendants the Company and the members of our board of directors. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4 in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

On May 4, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the District of New Jersey captioned Shirey v. Coherent, Inc., et al., Case 2:21-cv-10698-JMV-AME. The complaint names as defendants the Company and the members of our board of directors. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4 in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

Also on May ~~8, 2017. See Note 9, "Borrowings" for further discussion~~4, 2021, a purported stockholder of the ~~issuance~~Company filed a complaint in the United States District Court for the District of New York captioned Diaz v. Coherent, Inc., et al., Case 1:21-cv-03990. The complaint names as defendants the Company and the members of our board of directors, as well as II-VI Incorporated and Watson Merger Sub Inc. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the ~~financing.~~Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4 in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

On May 7, 2021, a purported stockholder of the Company filed a complaint in the United States District Court for the Southern District of New York captioned Acosta v. Coherent, Inc., et al., Civil Action No. 1:21-cv-04108. The complaint names as defendants the Company and the members of our board of directors. The complaint alleges that the defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, by filing a materially incomplete and misleading Registration Statement on Form S-4/A in connection with the Merger. The complaint seeks a preliminary injunction against the closing of the Merger until such time as additional information is disclosed in the Registration Statement on Form S-4, as well as damages. The Company believes the complaint is without merit.

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14.STOCK REPURCHASES

~~12.~~

On October 28, 2018, our board of directors authorized a stock repurchase program authorizing the Company to repurchase up to $250.0 million of our common stock through December 31, 2019, with a limit of no more than $75.0 million per quarter. During fiscal 2019, we repurchased and retired 603,828 shares of outstanding common stock under this program at an average price of $128.20 per share for a total of $77.4 million. We made no repurchases under the program during fiscal 2020 and the program expired on December 31, 2019.

On February 5, 2020, our board of directors authorized a stock repurchase program authorizing the Company to repurchase up to $100.0 million of our common stock through January 31, 2021.We made no repurchases under the program and the program expired on January 31, 2021.

15. EARNINGS PER SHARE

Basic earnings per share is computed based on the weighted average number of shares outstanding during the period, excluding unvested restricted stock. Diluted earnings per share is computed based on the weighted average number of shares outstanding during the period increased by the effect of dilutive employee stock awards, including stock options, restricted stock awards and stock purchase plan contracts, using the treasury stock method.

The following table presents information necessary to calculate basic and diluted earnings per share (in thousands, except per share data):


	Three Months Ended							Three Months Ended				Six Months Ended
	December 30, 2017			December 31, 2016				April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Weighted average shares outstanding—basic	24,635			24,347			Weighted average shares outstanding—basic	24,389		24,095		24,326		24,033
Dilutive effect of employee stock awards	390			297			Dilutive effect of employee stock awards	0		0		0		0
Weighted average shares outstanding—diluted	25,025			24,644			Weighted average shares outstanding—diluted	24,389		24,095		24,326		24,033

Net income from continuing operations	$	41,903		$	30,698
Loss from discontinued operations, net of income taxes	(2		)	(290		)
Net income	$	41,901		$	30,408
Net loss							Net loss	$	(158,215)	$	(418,913)	$	(158,071)	$	(413,120)

~~A total of~~ ~~19,375~~For the three and ~~110,737~~six months ended April 3, 2021 and April 4, 2020, all potentially dilutive securities have been excluded from the from the diluted share calculation ~~for the three months ended~~ ~~December 30, 2017~~ ~~and December 31, 2016, respectively,~~ as ~~their effect was anti-dilutive.~~we reported a net loss.

~~13.~~16.OTHER INCOME (EXPENSE)

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


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Foreign exchange loss	$	(638)	$	(659)	$	(1,632)	$	(1,693)
Gain (loss) on deferred compensation investments, net	2,624		(1,425)		4,866		807
Other	(110)		474		668		69
Other—net	$	1,876	$	(1,610)	$	3,902	$	(817)

Three Months Ended
December 30,
2017 December 31,
2016
Foreign exchange gain (loss) $ (2,235 ) $ 13,099
Gain (loss) on deferred compensation investments, net 1,855
(52 )
Other 156
(54 )
Other - net $ (224 ) $ 12,993

~~14.~~ 17. INCOMETAXES

Income tax expense includes a provision for federal, state and foreign taxes based on the annual estimated effective tax rate applicable to us and our subsidiaries, adjusted for items which are considered discrete to the period.

~~On December 22, 2017,~~Our effective tax rates on loss before income taxes for the ~~Tax Cuts~~three and ~~Jobs Act (the “Tax Act”) was enacted. The Tax Act contains significant changes to U.S. tax law, including lowering~~six months ended April 3, 2021 of 20.4% and 14.1%, respectively, were lower than the U.S. corporate income tax rate to 21.0% and implementing a territorial tax system. Since we have a September year-end, the lower U.S. corporate income tax rate will be phased in. Our U.S. federal blended tax rate will be approximately 24.5% for our fiscal year ending September 29, 2018 and 21.0% for subsequent fiscal years.

~~The reduction of the U.S. corporate income tax rate will cause us to adjust our U.S. deferred tax assets and liabilities to the lower~~ U.S. federal tax rate of 21.0%. There are also certain transitional impacts of the Tax Act. As part of the transition to the new territorial tax system, the Tax Act imposes a one-time deemed repatriation tax on our foreign subsidiaries’ historical earnings. These transitional impacts resulted in a provisional net charge of $41.7 million for the quarter ended December 30, 2017. This is comprised of an estimated deemed repatriation tax charge of $48.7 million less a previously recorded deferred tax liability of $20.3 million for anticipated repatriation of our investment in a foreign subsidiary, plus an estimated deferred tax remeasurement charge of $13.3 million.

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The Tax Act changes are broad and complex. The final calculation of impacts of the Tax Act may materially differ from the above provisional estimates. Among other things, this may be due to changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to calculate the transitional impacts. The Securities Exchange Commission has issued guidance under Staff Accounting Bulletin No. 118 directing taxpayers to record impacts of the Tax Act as “provisional” when it does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting under ASC 740. The guidance allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We currently anticipate finalizing and recording any resulting adjustments by the end of our current fiscal year ending September 29, 2018.

The Tax Act also includes provisions for Global Intangible Low-Taxed Income (“GILTI”) wherein taxes on foreign income are imposed in excess of a deemed return on tangible assets of foreign corporations. In general, this income will effectively be taxed at a 10.5% tax rate reduced by any available current year foreign tax credits. This provision is effective for taxable years beginning after December 31, 2017. Because of the complexity of the new GILTI tax rules, we continue to evaluate this provision of the Tax Act including the associated forecast of GILTI and the application of ASC 740, Income Taxes. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into our measurement of our deferred taxes (the “deferred method”). Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. Whether we expect to have future U.S. inclusions in taxable income related to GILTI depends on not only our current structure and estimated future results of global operations, but also our intent and ability to modify our structure. We are currently in the process of analyzing our structure and, as a result, are not yet able to reasonably estimate the effect of this provision of the Tax Act. Therefore, we have not made any adjustments related to potential GILTI tax in our financial statements and have not made a policy decision regarding whether to record deferred tax on GILTI.

Our effective tax rate on income from continuing operations before income taxes for the three months ended December 30, 2017 was 58.4%. Our effective tax rate for the three months ended December 30, 2017 was higher than the effective U.S. federal blended tax rate of 24.5% primarily due to the ~~Tax Act one-time mandatory deemed repatriation transition~~benefit of federal research and development tax credits and our Singapore tax exemption, partially offset by the establishment of valuation allowances for certain foreign deferred tax assets, the impact of income subject to foreign tax rates that are higher than the U.S. tax rates,

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the ~~remeasurement of~~ deferred ~~tax assets and liabilities based~~taxes on ~~the newly enacted U.S. federal tax rate of 21.0%,~~foreign earnings not considered permanently reinvested, stock-based compensation not deductible for tax purposes and limitations on the deductibility of compensation under ~~IRC~~Internal Revenue Code Section 162(m). ~~These amounts are partially offset by~~

Coherent’s results reflect the ~~excess tax benefits from stock award exercises and restricted stock unit vesting, the benefit of foreign tax credits, the benefit of federal research and development tax credits, the benefit~~payment of a ~~domestic manufacturing deduction under IRC Section 199~~termination fee of $217.6 million to Lumentum in the second quarter of fiscal 2021. This amount was treated as deductible for both book and ~~the Singapore~~ tax ~~exemption.~~purposes in accordance with our accounting policy and was included as a discrete item in our second quarter of fiscal 2021 tax provision calculation.

~~The~~Our effective tax rate on ~~income from continuing operations~~loss before income taxes for the ~~first quarter of fiscal 2017 of 35.2% was higher than~~three and six months ended April 4, 2020 were 7.9% and 7.7%, respectively. Our effective tax rates for the ~~U.S. federal rate of 35.0%~~three and six months ended April 4, 2020 were unfavorably impacted primarily due to ~~Rofin transaction costs not deductible for tax purposes, tax costs~~the impairment of ~~Rofin restructuring, ASC 740-10 (formerly FIN48) tax liabilities for transfer pricing, stock-based compensation~~goodwill that is not deductible for tax purposes and ~~limitations on~~ the ~~deductibility~~establishment of ~~compensation under IRC Section 162(m).~~valuation allowances for certain deferred tax assets. These ~~amounts are~~unfavorable impacts were partially offset by ~~differences related to~~ the ~~benefit~~release of ~~income~~unrecognized tax benefits net of settlements and competent authority offsets, the geographic distribution of the impairments of certain long-lived assets that are deductible for tax purposes and the reduction in foreign earnings subject to foreign tax rates that are ~~lower~~higher than the U.S. tax ~~rates including~~rates.

18. DEFINED BENEFIT PLANS

For the ~~Singapore tax exemption~~three and six months ended April 3, 2021, net periodic cost under our defined benefit plans was $0.8 million and $1.0 million, respectively. For the three and six months ended April 4, 2020, net periodic cost under our defined benefit plans was $0.1 million and $0.8 million, respectively. The service cost component of net periodic costs is included in selling, general and administrative ("SG&A") expenses, and the ~~benefit of federal research~~interest costs, net actuarial (gain) loss and ~~development tax credits.~~

~~Determining the consolidated provision for income taxes, income tax liabilities and deferred tax assets and liabilities involves judgment. We calculate and provide for income taxes~~other components are included in each of the tax jurisdictions in which we operate, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.

~~We adopted ASU No. 2016-09 in the first quarter of fiscal 2018. As a result of adopting the new standard, excess tax benefits from equity-based compensation are now reflected~~Other—net in the condensed consolidated statements of operations as a component of the provision for income taxes. The adoption of ASU No. 2016-09 resulted in a decrease in our provision for income taxes of $12.5 million for the three months ended December 30, 2017 due to the recognition of excess tax benefits for options exercised and the vesting of equity awards.operations.

19. SEGMENT AND GEOGRAPHIC INFORMATION

We are subject to taxation and file income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. For U.S. federal income tax purposes, all years prior to fiscal 2011 are closed. In September 2017, the

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Internal Revenue Service (IRS) completed its audit of Coherent, Inc.’s fiscal 2013 tax return with no adjustment. The extension of the statutes of limitations for its fiscal 2011 and 2012 tax returns will be closed on June 30, 2018. In our major foreign jurisdictions and our major state jurisdictions, the years prior to fiscal 2011 and 2013, respectively, are closed to examination. Earlier years in our various jurisdictions may remain open for adjustment to the extent that we have tax attribute carryforwards from those years.

In July 2015 and March 2016, Coherent Kaiserslautern GmbH (formerly Lumera Laser GmbH) received tax audit notices for the fiscal years 2010 to 2014. The audit began in August 2015. We acquired the shares of Lumera Laser GmbH in December 2012 and, pursuant to the terms of the acquisition agreement, we should not have responsibility for any assessments related to the pre-acquisition period. In July, 2016, Coherent Holding GmbH and Coherent Deutschland GmbH each received a tax audit notice for the fiscal years 2011 to 2014. The audit began in August 2016. In November 2016, Coherent GmbH, Coherent LaserSystems GmbH & Co. KG and Coherent Germany GmbH received audit notices for the period that they were in existence during the fiscal years 2011 through 2014. The audit work began in January 2017. In the fourth quarter of fiscal 2017, all German tax audits were extended to fiscal 2015 and are currently in progress.

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

~~15. DEFINED BENEFIT PLANS~~

~~Components of net periodic cost were as follows for the three months ended December 30, 2017 and December 31, 2016 (in thousands):~~

Three Months Ended
December 30,
2017 December 31,
2016
Service cost $ 469
$ 385
Interest cost 195
189
Expected return on plan assets (99 ) (123 )
Amortization of prior service cost 62
93
Amortization of prior net loss —
13
Amortization of unrecognized gain from OCI (125 ) —
Recognized net actuarial (gain) loss (23 ) 230
Net periodic pension cost $ 479
$ 787

~~16. SEGMENT INFORMATION~~

~~At December 30, 2017, we were~~ organized into ~~two~~2 reporting segments, OEM Laser Sources ~~(“OLS”~~("OLS") and Industrial Lasers & Systems ~~(“ILS”~~("ILS"), based upon our organizational structure and how the ~~chief operating decision maker ("CODM")~~CODM receives and utilizes information provided to allocate resources and make decisions. This segmentation reflects the go-to-market strategies and synergies for our broad portfolio of laser technologies and products. While both segments deliver cost-effective, highly reliable photonics solutions, the OLS business segment is focused on high performance laser sources and complex optical sub-systems, typically used in microelectronics manufacturing, medical diagnostics and therapeutic ~~medical~~ applications, as well as in scientific research. Our ILS business segment delivers high performance laser sources, sub-systems and tools primarily used for industrial laser materials processing, ~~serving~~which serve important end markets like automotive, machine ~~tool,~~tools, consumer goods and medical device ~~manufacturing. Rofin's operating results have been included primarily~~manufacturing as well as applications in ~~our Industrial Lasers & Systems segment.~~aerospace and defense.

We have identified OLS and ILS as operating segments for which discrete financial information is available. Both units have dedicated engineering, manufacturing, product business management and product line management functions. A small portion of our outside revenue is attributable to projects and recently developed products for which a segment has not yet been determined. The associated direct and indirect costs are presented in the category of Corporate and other, along with other corporate costs as described below.

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Our Chief Executive Officer has been identified as the CODM, as he assesses the performance of the segments and decides how to allocate resources to the segments. Income (loss) from ~~continuing~~ operations is the measure of profit and loss that our CODM uses to assess performance and make decisions. ~~As assets~~Assets by segment are not a measure used to assess the performance of the company by the CODM ~~asset information is~~and thus are not ~~tracked or compiled by segment and is not available to be~~ reported in our disclosures. Income (loss) from operations represents the net sales less the cost of sales and direct operating expenses incurred within the operating segments as well as allocated expenses such as shared sales and manufacturing costs. We do not allocate certain operating expenses to our operating segments ~~certain operating expenses which~~and we manage ~~separately~~them at the corporate level. These unallocated costs include stock-based compensation and corporate functions (certain ~~research and development,~~ management, finance, legal and human resources) and are included in the results below under Corporate and other in the reconciliation of operating results. Management does not consider unallocated Corporate and other costs in its measurement of segment performance.

The following table provides net sales and income (loss) from ~~continuing~~ operations for our operating segments and a reconciliation of our total ~~income~~loss from ~~continuing~~ operations to ~~income from continuing operations~~loss before income taxes (in thousands):

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	Three Months Ended							Three Months Ended				Six Months Ended
	December 30, 2017			December 31, 2016				April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net sales:							Net sales:
OEM Laser Sources	$	325,657		$	238,736		OEM Laser Sources	$	223,248	$	173,722	$	434,410	$	374,670
Industrial Lasers & Systems	151,908			107,337			Industrial Lasers & Systems	150,734		119,425		265,625		239,248
Total net sales	$	477,565		$	346,073		Total net sales	$	373,982	$	293,147	$	700,035	$	613,918

Income (loss) from continuing operations:
Income (loss) from operations:							Income (loss) from operations:
OEM Laser Sources	$	127,717		$	83,590		OEM Laser Sources	$	51,627	$	35,469	$	101,043	$	83,177
Industrial Lasers & Systems	1,213			(16,508		)	Industrial Lasers & Systems	2,603		(471,845)		(5,309)		(492,145)
Corporate and other	(19,607		)	(24,882		)	Corporate and other	(250,466)		(12,935)		(275,020)		(29,753)
Total income from continuing operations	109,323			42,200
Total other income (expense), net	(8,500		)	5,172
Income from continuing operations before income taxes	$	100,823		$	47,372
Total loss from operations							Total loss from operations	(196,236)		(449,311)		(179,286)		(438,721)
Total other expense, net							Total other expense, net	(2,526)		(5,663)		(4,815)		(8,697)
Loss before income taxes							Loss before income taxes	$	(198,762)	$	(454,974)	$	(184,101)	$	(447,418)

Geographic Information

Our foreign operations consist primarily of manufacturing facilities and sales offices in Europe and Asia-Pacific. Sales, marketing and customer service activities are conducted through sales subsidiaries throughout the world. Geographic sales information for the three and six months ended April 3, 2021 and April 4, 2020 is based on the location of the end customer.

Sales to unaffiliated customers are as follows (in thousands):


	Three Months Ended				Six Months Ended
SALES	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
United States	$	82,741	$	72,257	$	154,268	$	150,142
Foreign countries:
South Korea	62,553		56,928		134,391		116,983
China	68,185		36,981		129,644		95,570
Japan	40,155		26,366		63,494		48,718
Asia-Pacific, other	31,320		21,639		58,731		43,800
Germany	36,285		31,389		65,570		61,834
Europe, other	34,537		32,702		63,068		67,214
Rest of World	18,206		14,885		30,869		29,657
Total foreign countries sales	291,241		220,890		545,767		463,776
Total sales	$	373,982	$	293,147	$	700,035	$	613,918

Major Customers

We had one customer during the three and six months ended ~~December 30, 2017~~April 3, 2021 that accounted for ~~32.8%~~14.3% and 16.4% of net ~~sales. The~~sales, respectively. This same customer accounted for ~~23.0%~~15.2% and 16.5% of net sales ~~for~~during the three and six months ended ~~December 31, 2016. The~~April 4, 2020, respectively. This customer purchased primarily from our OLS segment.

We had one customer that accounted for ~~27.2%~~17.9% and ~~19.0%~~24.2% of accounts receivable at ~~December 30, 2017~~April 3, 2021 and ~~September 30, 2017,~~October 3, 2020, respectively. ~~We had another~~This customer ~~that accounted for 15.0% and 10.0% of accounts receivable at December 30, 2017 and September 30, 2017, respectively. The customers~~ purchased primarily from our OLS segment.

~~17.~~20. RESTRUCTURING CHARGES

In June 2019, we announced our plans to exit a portion of our high power fiber laser ("HPFL") business and consolidate all HPFL manufacturing and engineering functions in our Tampere, Finland facility by transferring certain HPFL activities

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from our Hamburg, Germany facility. We recorded charges in the first and second quarters of fiscal 2020 of $0.6 million and $0.5 million, respectively, primarily related to accelerated depreciation and project management consulting.

We also vacated our leased facility in Santa Clara at the end of the lease term on July 31, 2020 and combined operations into our owned Santa Clara headquarters. We incurred costs in the second quarter of fiscal 2021 and first and second quarters of fiscal 2020 of $0.1 million, $0.2 million and $0.6 million, respectively, related to this project. We also incurred costs in the first quarter of fiscal ~~2017,~~2020 of $0.1 million for other projects.

In the fourth quarter of fiscal 2020, we began a restructuring program in our ILS segment which includes management reorganizations, the ~~implementation~~planned closure of ~~planned restructuring activities~~certain manufacturing sites, and the right-sizing of global sales, service, order admin, marketing communication and certain administrative functions, among others. In the first and second quarters of fiscal 2021, we incurred costs of $5.4 million and $3.6 million, respectively, primarily related to write-offs of excess inventory and accruals for vendor commitments, which are recorded in connection with the acquisition of Rofin. These activities primarily relate to exiting our legacy high power fiber laser product line, change of control payments to Rofin officers, the exiting of two product lines acquired in the acquisition of Rofin, realignment of our supply chain due to segment reorganization and consolidationcost of sales, estimated severance and distribution offices as well as certain manufacturing sites. These activities resulted in charges primarily for employee termination, other exit related costs associated with the write-off of property and equipment and inventory and early lease termination costs.accelerated depreciation.

The following table presents our current liability as accrued on our balance sheets for restructuring charges. The table sets forth an analysis of the components of the restructuring charges and payments and other deductions made against the accrual for the ~~first three months~~quarters of fiscal ~~2018~~2021 and ~~2017~~2020 (in thousands):


	Severance Related		Asset Write-Offs		Other		Total
Balances, October 3, 2020	$	2,611	$	0	$	230	$	2,841
Provision	819		3,509		1,055		5,383
Payments and other	(555)		(3,509)		(281)		(4,345)
Balances, January 2, 2021	2,875		0		1,004		3,879
Provision	2,775		558		325		3,658
Payments and other	(2,032)		(558)		(623)		(3,213)
Balances, April 3, 2021	$	3,618	$	0	$	706	$	4,324

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Severance Related Asset Write-Offs Other Total
Balances, September 30, 2017 $ 1,301
$ —
$ —
$ 1,301
Provision 629
430 105
1,164
Payments and other (755 ) (430 ) (105 ) (1,290 )
Balances, December 30, 2017 $ 1,175
$ —
$ —
$ 1,175


													Severance Related		Asset Write-Offs		Other		Total
	Severance Related			Asset Write-Offs			Other		Total
Balances, October 1, 2016	$	—		$	—		$	—	$	—
Balances, September 28, 2019												Balances, September 28, 2019	$	8,279	$	0	$	215	$	8,494
Provision	2,703			4,359			—		7,062			Provision	54		599		280		933
Payments and other	(344		)	(4,359		)	—		(4,703		)	Payments and other	(658)		(599)		(275)		(1,532)
Balances, December 31, 2016	$	2,359		$	—		$	—	$	2,359
Balances, December 28, 2019												Balances, December 28, 2019	7,675		0		220		7,895
Provision												Provision	85		915		79		1,079
Payments and other												Payments and other	(3,715)		(915)		(87)		(4,717)
Balances, April 4, 2020												Balances, April 4, 2020	$	4,045	$	0	$	212	$	4,257

At ~~December 30, 2017, $1.2~~April 3, 2021, $4.3 million of accrued ~~restructuring~~severance related and other costs were included in other current liabilities. The ~~current quarter~~ severance, ~~related costs are primarily comprised of severance pay for employees being terminated due to the consolidation of certain manufacturing sites. The current quarter~~ asset write-offs ~~are primarily comprised of~~for inventory, accruals for vendor commitments, accelerated depreciation and ~~equipment write-offs due to consolidation of certain manufacturing sites. The severance related~~other costs in the first and second quarters of fiscal 2021 primarily related to the restructuring program that began in the fourth quarter of fiscal ~~2017 are primarily comprised of severance pay for employees being terminated due to the transition of activities out of Rofin including change of control payments to Rofin officers.~~2020. The asset write-offs for accelerated depreciation and other costs in the first ~~quarter~~and second quarters of fiscal ~~2017 are~~2020 primarily ~~comprised of write-offs of inventory and equipment due to exiting our legacy high power fiber laser product line and inventory write-offs due~~related to the exit of ~~other Rofin product lines.~~a portion of our HPFL business in Hamburg, Germany, and costs to vacate our leased facility in Santa Clara and combine operations into our owned Santa Clara headquarters.

By segment, ~~$0.4~~$3.6 million and ~~$6.9~~$8.9 million of restructuring costs were incurred in the ILS segment and ~~$0.8~~$0.1 million and ~~$0.2~~$0.1 million were incurred in the OLS segment in the three and six months ended ~~December 30, 2017~~April 3, 2021, respectively. In the three and ~~December 31, 2016,~~six months ended April 4, 2020, $0.6 million and $1.3 million of the restructuring costs were incurred in the ILS segment and $0.5 million and $0.7 million were incurred in the OLS segment, respectively. Restructuring charges are recorded in cost of sales, research and development and selling, general and administrative expenses in our condensed consolidated statements of operations.

~~18. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE~~

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~~Discontinued Operations~~21. SUBSEQUENT EVENTS

~~Discontinued operations are from the Hull Business that~~On April 19, 2021, we acquired as part of our acquisition of Rofin. As a condition of the acquisition, we were required to divest and hold separate the Hull Business and reported this business separately as a discontinued operation until its divestiture. We completed the divestiture of the Hull Business on October 11, 2017, after receiving approvalElectro-optics Technology, Inc. for the terms of the sale from the European Commission. As a result of the divestiture, we recorded a loss in discontinued operations of $2,000 in the first quarter of fiscal 2018. The results from discontinued operations in the first quarter of fiscal 2018 to the date of divestiture (October 11, 2017) were immaterial and were not included in our condensed consolidated results of operations.approximately $29.3 million. See Note 4, "Business Combinations".

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

~~The results of discontinued operations for the three months ended December 30, 2017 and December 31, 2016 are as follows (in thousands):~~

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Three Months Ended Three Months Ended
December 30,
2017 December 31,
2016
Net sales $ —
$ 4,511
Cost of sales —
3,109
Operating expenses —
1,546
Other expense —
218
Loss from discontinued operations —
(362 )
Loss on disposal of discontinued operations (2 ) —
Total loss on discontinued operations (2 ) (362 )
Income tax benefit —
(72 )
Net loss from discontinued operations $ (2 ) $ (290 )

~~Assets Held for Sale~~

Due to the divestiture of the Hull Business on October 11, 2017, there are no assets or liabilities related to the Hull Business classified as held for sale as of December 30, 2017. Current assets and current liabilities classified as held for sale as of September 30, 2017 related to the Hull Business are as follows (in thousands):

September 30,
2017
Cash $ 33
Accounts receivable 6,931
Inventories 5,586
Prepaid expenses and other assets 607
Property and equipment 10,705
Intangible assets 11,400
Total current assets held for sale $ 35,262

Accounts payable $ 1,129
Other current liabilities 4,875
Total current liabilities held for sale $ 6,004

In the fourth quarter of fiscal 2017, management decided to sell several entities that we acquired in the Rofin acquisition. Although the sale was not completed as of the end of fiscal 2017, we recorded a non-cash impairment charge of $2.9 million to operating expense in our results of operations in the fourth quarter of fiscal 2017 to reduce our carrying value in these entities to fair value. In the first quarter of fiscal 2018, we recorded an additional impairment charge of $0.3 million to operating expense in our results of operations to reduce our carrying value in these entities to fair value. Current assets and current liabilities classified as held for sale as of December 30, 2017 and September 30, 2017 related to continuing operations are as follows (in thousands):

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December 30,
2017 September 30,
2017
Accounts receivable $ 1,993
$ 1,668
Inventories 5,024
5,202
Prepaid expenses and other assets 309
472
Property and equipment 445
457
Intangible assets 806
1,187
Total current assets held for sale $ 8,577
$ 8,986

Accounts payable $ 264
$ 189
Other current liabilities 471
828
Total current liabilities held for sale $ 735
$ 1,017

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~~19. SUBSEQUENT EVENT~~

~~On February 6, 2018, our board of directors authorized a buyback program authorizing the Company to repurchase up to $100.00 million of our common stock from time to time through January 31, 2019.~~

ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COMPANY OVERVIEW

BUSINESS BACKGROUND

We are one of the world’s leading providers of lasers, laser-based technologies and laser-based system solutions in a broad range of commercial, industrial and scientific applications. We design, manufacture, service and market lasers and related accessories for a diverse group of customers. Since inception in 1966, we have grown through internal expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes and product offerings.

We are organized into two reporting segments: OEM Laser Sources ~~(“OLS”~~("OLS") and Industrial Lasers & Systems ~~(“ILS”~~("ILS"), based on the organizational structure of the company and how the chief operating decision maker ("CODM") receives and utilizes information provided to allocate resources and make decisions. This segmentation reflects the go-to-market strategies and synergies for our broad portfolio of laser technologies and products. While both segments deliver cost-effective, highly reliable photonics solutions, the OLS business segment is focused on high performance laser sources and complex optical sub-systems typically used in microelectronics manufacturing, medical diagnostics and therapeutic ~~medical~~ applications, as well as in scientific research. Our ILS business segment delivers high performance laser sources, sub-systems and tools primarily used for industrial laser materials processing, ~~serving~~which serve important end markets like automotive, machine tool, consumer goods and medical device ~~manufacturing.~~manufacturing as well as applications in aerospace and defense.

Income (loss) from operations is the measure of profit and loss that our CODM uses to assess performance and make decisions. Income (loss) from operations represents the sales less the cost of sales and direct operating expenses incurred within the operating segments as well as allocated expenses such as shared sales and manufacturing costs. We do not allocate certain operating expenses to our operating segments ~~certain operating expenses, which~~and we manage ~~separately~~them at the corporate level. These unallocated costs include stock-based compensation and corporate functions (certain ~~advanced research and development,~~ management, finance, legal and human resources) and are included in Corporate and other. Management does not consider unallocated Corporate and other costs in its measurement of segment performance.

SIGNIFICANT EVENTS - MERGER

Merger Agreement and Termination Fee

On January 18, 2021, we entered into an Agreement and Plan of Merger with Lumentum Holdings Inc. ("Lumentum"), Cheetah Acquisition Sub Inc ("Lumentum Merger Sub I") and Cheetah Acquisition Sub LLC ("Lumentum Merger Sub II"), pursuant to which we agreed to be acquired for $100.00 in cash per Coherent share and 1.1851 shares of Lumentum common stock per Coherent share. In light of unsolicited proposals received from each of MKS Instruments, Inc. and II-VI Incorporated ("II-VI"), on March 9, 2021, we entered into an Amended and Restated Agreement and Plan of Merger with Lumentum, Lumentum Merger Sub I and Lumentum Merger Sub II (the "Amended Lumentum Agreement"), pursuant to which we agreed to be acquired for $175.00 in cash per Coherent share and 1.0109 shares of Lumentum common stock per Coherent share.

On March 25, 2021, we terminated the Amended and Restated Lumentum Merger Agreement and entered into an Agreement and Plan of Merger with II-VI and Watson Merger Sub Inc. ("II-VI Merger Sub") (the "II-VI Merger Agreement"), pursuant to which we agreed to be acquired for $220.00 in cash per Coherent share and 0.91 of a share of II-VI common stock per Coherent share. In connection with terminating the Amended and Restated Lumentum Merger Agreement, we paid a termination fee of $217.6 million to Lumentum on March 25, 2021. The termination fee, in addition to other costs related to the merger agreements is included in Merger and acquisition costs in our Condensed Consolidated Statements of Operations.

Pursuant to the terms of the II-VI Merger Agreement, the acquisition of Coherent will be accomplished through a merger of II-VI Merger Sub with and into Coherent (the "Merger"), with Coherent surviving the Merger as a wholly owned subsidiary of II-VI.

Pursuant to the terms of the II-VI Merger Agreement, and subject to the terms and conditions set forth therein, at the effective time of the Merger (the "Effective Time"), each share of the common stock of Coherent (the "Coherent Common Stock") issued and outstanding immediately prior to the Effective Time (other than (x) shares of Coherent Common Stock owned by II-VI, Coherent, or any direct or indirect wholly owned subsidiary of II-VI or Coherent or (y) shares of Coherent Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law, in each case,

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immediately prior to the Effective Time), will be cancelled and extinguished and automatically converted into the right to receive the following consideration:

(A) $220.00 in cash, without interest, plus

(B) 0.91 of a validly issued, fully paid and non-assessable share of the common stock of II-VI.

The completion of Coherent's acquisition by II-VI is subject to customary closing conditions, including, among others, the approval by Coherent's stockholders of the Merger, approval by II-VI's shareholders of the share issuance in connection with the Merger and regulatory approvals.

MARKET APPLICATIONS

Our products address a broad range of applications that, beginning in the first quarter of fiscal 2021, we group into the following markets: Microelectronics, ~~Materials Processing, OEM Components and~~Precision Manufacturing, Instrumentation and ~~Scientific Research~~Aerospace and ~~Government Programs.~~Defense. Net sales by market application for fiscal 2020 have been restated to these market applications.

OUR STRATEGY

We strive to develop innovative and proprietary products and solutions that meet the needs of our customers and that are based on our core expertise in lasers and optical technologies. In pursuit of our strategy, we intend to:

~~Leverage~~•Effect our Good to Great Transformation—Since our incorporation, we have developed critical technology ~~portfolio~~ and ~~application engineering to lead the proliferation of photonics~~have built this company into ~~broader markets—We will continue to identify opportunities in which our technology portfolio~~a multinational corporation and ~~application engineering can be used to offer innovative solutions and gain access to new markets. We plan to utilize our expertise to increase our market share~~a leader in the ~~mid to high power material processing applications.~~

photonics industry. We are engaged in a multi-pronged and multi-year transformation focusing on all aspects of our company. Namely, we are working to:

•Transform the operational efficiency of all our processes;

•Reduce the complexity of our portfolio;

•Focus our investments on growth opportunities; and

•Enhance the focus and alignment with our customers

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

•Focus on long-term improvement of adjusted EBITDA, in dollars and as a percentage of net sales, drive free cash flow and gross margin as a percentage of sales—We define adjusted EBITDA as operating income adjusted for depreciation, amortization, ~~stock~~stock-based compensation expense, ~~major~~ restructuring costs and certain other non-operating income and expense items, such as ~~costs related to our~~merger and acquisition

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~~of Rofin.~~ costs. Key initiatives to reach our goals for EBITDA and gross margin improvements include utilization of our ~~Asian~~ manufacturing locations in Asia, optimizing our supply chain and continued leveraging of our infrastructure. Our focus on free cash flow is to generate cash over the long term as it is essential to maintaining a healthy business and providing funds to help fuel growth.

•Leverage our technology portfolio and application engineering to lead the proliferation of photonics into broader markets—We will continue to identify opportunities in which our technology portfolio and application engineering can be used to offer innovative solutions and gain access to new markets.

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

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

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

•Focus on our core end markets—While we are organized around our two segments of OLS and ILS, we also take a holistic approach to aligning and driving our business to focus on our four core end markets, which have been realigned as follows beginning in fiscal 2021:

•Microelectronics (which captures the 3 sub-markets of Display, Semiconductor, and Advanced Packaging & Interconnect);

•Instrumentation (which captures the 3 sub-markets of Bio-Instrumentation, Therapeutics & Research);

•Precision Manufacturing; and

•Aerospace & Defense.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We have identified the following as the items that require the most significant judgment and often involve complex estimation: revenue recognition, business combinations, accounting for long-lived assets (including goodwill and intangible assets), inventory valuation, warranty reserves ~~stock-based compensation~~ and accounting for income taxes. See Item 7. ~~"Management's~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for our fiscal year ended ~~September 30, 2017.~~October 3, 2020.

KEY PERFORMANCE INDICATORS

Below is a summary of some of the quantitative performance indicators (as defined below) that are evaluated by management to assess our financial performance. Some of the indicators are non-GAAP measures and should not be considered as an alternative to any other measure for determining operating performance or liquidity that is calculated in accordance with generally accepted accounting principles.


	Three Months Ended												Three Months Ended
	December 30, 2017			December 31, 2016			Change			% Change			April 3, 2021			April 4, 2020			Change			% Change
	(Dollars in thousands)												(Dollars in thousands)
Net sales—OEM Laser Sources	$	325,657		$	238,736		$	86,921		36.4	%	Net sales—OEM Laser Sources	$	223,248		$	173,722		$	49,526		28.5	%
Net sales—Industrial Lasers & Systems	$	151,908		$	107,337		$	44,571		41.5	%	Net sales—Industrial Lasers & Systems	$	150,734		$	119,425		$	31,309		26.2	%
Gross profit as a percentage of net sales— OEM Laser Sources	53.9		%	52.1		%	1.8		%	3.5	%
Gross profit as a percentage of net sales—OEM Laser Sources												Gross profit as a percentage of net sales—OEM Laser Sources	45.2		%	45.6		%	(0.4)		%	N/A
Gross profit as a percentage of net sales—Industrial Lasers & Systems	28.0		%	17.0		%	11.0		%	64.7	%	Gross profit as a percentage of net sales—Industrial Lasers & Systems	27.7		%	13.5		%	14.2		%	N/A
Research and development as a percentage of net sales	6.6		%	7.8		%	(1.2		)%	(15.4	)%	Research and development as a percentage of net sales	8.6		%	10.2		%	(1.6)		%	N/A
Income from continuing operations before income taxes	$	100,823		$	47,372		$	53,451		112.8	%
Net cash provided by operating activities	$	64,980		$	82,641		$	(17,661	)	(21.4	)%
Loss before income taxes												Loss before income taxes	$	(198,762)		$	(454,974)		$	256,212		(56.3)	%
Net cash provided by (used in) operating activities												Net cash provided by (used in) operating activities	$	(143,250)		$	45,731		$	(188,981)		(413.2)	%
Free cash flow												Free cash flow	$	(165,222)		21,828			$	(187,050)		(856.9)	%
Days sales outstanding in receivables	58.3			62.7			(4.4		)	(7.0	)%	Days sales outstanding in receivables	60			62			(2)			N/A
Annualized first quarter inventory turns	2.4			2.1			0.3			14.3	%
Capital spending as a percentage of net sales	5.0		%	4.4		%	0.6		%	13.6	%
Net income from continuing operations as a percentage of net sales	8.8		%	8.9		%	(0.1		)%	(1.1	)%
Annualized second quarter inventory turns												Annualized second quarter inventory turns	2.4			1.7			0.7			N/A
Net loss as a percentage of net sales												Net loss as a percentage of net sales	(42.3)		%	(142.9)		%	100.6		%	N/A
Adjusted EBITDA as a percentage of net sales	30.9		%	28.4		%	2.5		%	8.8	%	Adjusted EBITDA as a percentage of net sales	17.3		%	11.9		%	5.4		%	N/A

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	Six Months Ended
	April 3, 2021			April 4, 2020			Change			% Change
	(Dollars in thousands)
Net sales—OEM Laser Sources	$	434,410		$	374,670		$	59,740		15.9	%
Net sales—Industrial Lasers & Systems	$	265,625		$	239,248		$	26,377		11.0	%
Gross profit as a percentage of net sales—OEM Laser Sources	45.2		%	46.3		%	(1.1)		%	N/A
Gross profit as a percentage of net sales—Industrial Lasers & Systems	25.6		%	13.5		%	12.1		%	N/A
Research and development as a percentage of net sales	8.6		%	9.5		%	(0.9)		%	N/A
Loss before income taxes	$	(184,101)		$	(447,418)		$	263,317		(58.9)	%
Net cash provided by (used in) operating activities	$	(68,319)		$	105,772		$	(174,091)		(164.6)	%
Free cash flow	$	(105,364)		70,373			$	(175,737)		(249.7)	%
Net loss as a percentage of net sales	(22.6)		%	(67.3)		%	44.7		%	N/A
Adjusted EBITDA as a percentage of net sales	16.4		%	13.1		%	3.3		%	N/A

Net Sales

Net sales include sales of lasers, laser ~~tools,~~systems, related accessories and ~~service.~~services. Net sales for the ~~first~~second quarter of fiscal ~~2018~~2021 increased ~~36.4%~~28.5% in our OLS segment and increased ~~41.5%~~26.2% in our ILS segment from the same quarter one year ago. Net sales for the first six months of fiscal 2021 increased 15.9% in our OLS segment and increased 11.0% in our ILS segment from the same period one year ago. For a description of the reasons for changes in net sales refer to the ~~“Results~~"Results of ~~Operations”~~Operations" section of this quarterly report.

Gross Profit as a Percentage of Net Sales

Gross profit as a percentage of net sales (“("gross profit ~~percentage”~~percentage") is calculated as gross profit for the period divided by net sales for the period. Gross profit percentage in the ~~first~~second quarter ~~increased~~of fiscal 2021 decreased to ~~53.9%~~45.2% from ~~52.1%~~45.6% in our OLS segment and increased to ~~28.0%~~27.7% from ~~17.0%~~13.5% in our ILS segment ~~from~~as compared to the same quarter one year ago. Gross profit percentage in the first six months of fiscal 2021 decreased to 45.2% from 46.3% in our OLS segment and increased to 25.6% from 13.5% in our ILS segment as compared to the same period one year ago. For a description of the reasons for changes in gross profit refer to the ~~“Results~~"Results of ~~Operations”~~Operations" section of this quarterly report.

Research and Development as a Percentage of Net Sales

Research and development as a percentage of net sales (“("R&D ~~percentage”~~percentage") is calculated as research and development expense for the period divided by net sales for the period. Management considers R&D percentage to be an important indicator in managing our business as investing in new technologies is a key to future growth. R&D percentage decreased to ~~6.6% in our first fiscal~~8.6% for the second quarter of fiscal ~~2018~~2021 from ~~7.8% in~~10.2% for the same quarter one year ago and decreased to 8.6% for the first six months of fiscal 2021 from 9.5% for the same period one year ago. For a description of the reasons for changes in R&D spending refer to the ~~“Results~~"Results of ~~Operations”~~Operations" section of this quarterly report.

Net Cash Provided by (Used in) Operating Activities

Net cash provided by (used in) operating activities as reflected on our Condensed Consolidated Statements of Cash Flows primarily represents the excess of cash collected from billings to our customers and other receipts over cash paid to our vendors for expenses and inventory purchases to run our business. We believe that cash flows from operations is an important performance indicator because cash generation over the long term is essential to maintaining a healthy business and providing funds to help fuel growth. Net cash provided by (used in) operating activities in the second quarter and first six months of fiscal 2021 was unfavorably impacted by merger and acquisition costs, including our payment of a termination fee of $217.6 million to Lumentum. For a description of the reasons for changes in net cash provided by (used in) operating activities refer to the ~~“Liquidity~~"Liquidity and Capital ~~Resources”~~Resources" section of this quarterly report.

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Free Cash Flow

Free cash flow represents net cash provided by (used in) operating activities reduced by purchases of property and equipment, both as reflected on our Condensed Consolidated Statements of Cash Flows. We believe that free cash flow is an important performance indicator because it is a measure of cash generation after accounting for cash outflows to support operations and maintain capital assets. Cash generation over the long term is essential to maintaining a healthy business and providing funds to help fuel growth. Free cash flow in the second quarter and first six months of fiscal 2021 was unfavorably impacted by merger and acquisition costs, including our payment of a termination fee of $217.6 million to Lumentum. For a description of the reasons for changes in free cash flow refer to the "Liquidity and Capital Resources" section of this quarterly report, where we discuss the reasons for changes in net cash provided by (used in) operating and investing activities.

Days Sales Outstanding in Receivables

We calculate days sales outstanding ~~(“DSO”~~("DSO") in receivables as net receivables at the end of the period divided by net sales during the period and then multiplied by the number of days in the period, using 90 days for quarters. DSO in receivables indicates how well we are managing our collection of receivables, with lower DSO in receivables resulting in higher working capital availability. The more money we have tied up in receivables, the less money we have available for research and development, acquisitions, expansion, marketing and other activities to grow our business. Our DSO in receivables for the ~~first~~second quarter of fiscal ~~2018~~2021 decreased to ~~58.3~~60 days from ~~62.7~~62 days compared to the same quarter one year ago. The decrease iswas primarily due to ~~the inclusion~~improved collections of Rofin's net sales only after the November 7, 2016 acquisition date in the DSO calculation in the first quarter of fiscal 2017 partially offset by higher sales of ELA tools used in the flat panel display marketpast due receivables, primarily in Asia and the ~~timing~~U.S., and improved linearity with a lower concentration of ~~collections~~sales in the last month of ~~those receivables as well as~~ the ~~impact of our acquisition of Rofin, which has higher DSOs than those previously reported by us.~~quarter.

Annualized ~~First~~Second Quarter Inventory Turns

We calculate annualized ~~first~~second quarter inventory turns as the cost of sales during the ~~first~~second quarter annualized and divided by net inventories at the end of the ~~first~~second quarter. This indicates how well we are managing our inventory levels, with higher inventory turns resulting in more working capital availability and a higher return on our investments in inventory. ~~The more money we have tied up in inventory, the less money we have available for research and development, acquisitions, expansion, marketing and other activities to grow our business.~~ Our annualized inventory turns for the ~~first~~second quarter of fiscal ~~2018~~2021 increased to 2.4 turns from ~~2.1~~1.7 turns compared to the same quarter a year ago primarily due to higher flat panel display shipments and higher service parts demand in our OLS segment as well as the impact of ~~including Rofin's~~foreign exchange rates on our cost of ~~sales only after the November 7, 2016 acquisition date in the turns calculation in the first quarter of fiscal 2017.~~goods sold.

~~Capital Spending as a Percentage of Net Sales~~

Capital spending as a percentage of net sales (“capital spending percentage”) is calculated as capital expenditures for the period divided by net sales for the period. Capital spending percentage indicates the extent to which we are expanding or improving our operations, including investments in technology and equipment. Management monitors capital spending levels as this assists us in measuring our cash flows, net of capital expenditures. Our capital spending percentage increased to 5.0% for the

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first quarter of fiscal 2018 from 4.4% for the first quarter of fiscal 2017, primarily due to investments to expand our manufacturing capacity in several manufacturing sites in Germany and South Korea and higher purchases of production-related assets partially offset by the impact of higher revenues in the first quarter of fiscal 2018.

Adjusted EBITDA as a Percentage of Net Sales

We define adjusted EBITDA as operating income adjusted for depreciation, amortization, ~~stock~~stock-based compensation expense, ~~major~~ restructuring costs and certain other non-operating income and expense items, such as ~~costs related to our~~merger and acquisition ~~of Rofin.~~costs. Key initiatives to reach our goals for EBITDA improvements include utilization of our ~~Asian~~ manufacturing locations in Asia, optimizing our supply chain and continued leveraging of our infrastructure.

We utilize a number of different financial measures, both GAAP and non-GAAP, such as free cash flow and adjusted EBITDA as a percentage of net sales, in analyzing and assessing our overall business performance, for making operating decisions and for forecasting and planning future periods. We consider the use of non-GAAP financial measures helpful in assessing our current financial performance and ongoing operations. While we use non-GAAP financial measures as a tool to enhance our understanding of certain aspects of our financial performance, we do not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. We provide free cash flow and adjusted EBITDA as a percentage of sales in order to enhance ~~investors'~~investors’ understanding of our ongoing operations. ~~This measure is~~These measures are used by some investors when assessing our performance.

Below is the reconciliation of our net cash provided by (used in) operating activities to our free cash flow:


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net cash provided by (used in) operating activities	$	(143,250)	$	45,731	$	(68,319)	$	105,772
Less: Purchases of property and equipment	21,972		23,903		37,045		35,399
Free cash flow	$	(165,222)	$	21,828	$	(105,364)	$	70,373

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Below is the reconciliation of our net income ~~from continuing operations~~(loss) as a percentage of net sales to our adjusted EBITDA as a percentage of net sales:


	Three Months Ended				Six Months Ended
	April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net income (loss) as a percentage of net sales	(42.3)	%	(142.9)	%	(22.6)	%	(67.3)	%
Income tax expense (benefit)	(10.8)	%	(12.3)	%	(3.7)	%	(5.6)	%
Interest and other income (expense), net	1.4	%	1.5	%	1.4	%	1.5	%
Depreciation and amortization	3.6	%	8.4	%	3.8	%	8.2	%
Restructuring charges and other	1.0	%	0.3	%	1.3	%	0.3	%
Merger and acquisition costs	62.0	%	—	%	33.2	%	—	%
Goodwill and other impairment charges	—	%	153.9	%	—	%	73.3	%
Stock-based compensation	2.4	%	3.0	%	3.0	%	2.7	%
Adjusted EBITDA as a percentage of net sales	17.3	%	11.9	%	16.4	%	13.1	%

Three Months Ended
December 30,
2017 December 31,
2016
Net income from continuing operations as a percentage of net sales 8.8 % 8.9 %
Income tax expense 12.3 % 4.8 %
Interest and other income (expense), net 2.2 % (1.5 )%
Depreciation and amortization 5.8 % 6.1 %
Restructuring charges 0.2 % 2.1 %
Purchase accounting step-up — % 2.7 %
Gain on business combination — % (1.6 )%
Impairment of assets held for sale 0.1 % — %
Costs related to acquisition of Rofin — % 4.1 %
Stock-based compensation 1.5 % 2.8 %
Adjusted EBITDA as a percentage of net sales 30.9 % 28.4 %

SIGNIFICANT EVENTS

~~Acquisition~~

Merger Agreement and ~~divestiture~~related fees

~~On November 7, 2016, we completed our acquisition~~

See Item II "COMPANY OVERVIEW" for a description of ~~Rofin pursuant to~~ the Merger Agreement ~~dated~~and Amended Lumentum, Agreement entered into on January 18, 2021, and March ~~16, 2016. Rofin~~9, 2021, respectively, between Coherent, Lumentum, Merger Sub I and Merger Sub II, the termination of such agreement and the payment of a termination fee to Lumentum as well as the Merger Agreement we entered into with II-VI and Merger Sub on March 25, 2021.

The termination fee, in addition to other costs related to the merger agreements is ~~one~~included in Merger and acquisition costs in our Condensed Consolidated Statements of Operations.

Coronavirus pandemic (COVID-19)

In December 2019, a novel coronavirus disease ("COVID-19") was reported, and in January 2020, the World Health Organization ("WHO") declared it a Public Health Emergency of International Concern. On February 28, 2020, the WHO raised its assessment of the ~~world's leading developers~~COVID-19 threat from high to very high at a global level due to the continued increase in the number of cases and ~~manufacturers~~affected countries, and on March 11, 2020, the WHO characterized COVID-19 as a pandemic. In an effort to contain COVID-19 or slow its spread, governments around the world have enacted various measures, including orders to close all businesses not deemed "essential," isolate residents in their homes or places of ~~high-performance industrial laser sources~~residence, and ~~laser-based solutions~~practice social distancing at and ~~components. As a condition~~away from work. These actions and the global health crisis caused by COVID-19 will continue to negatively impact global business activity, which will continue to negatively affect our revenue and results of operations. Each of the ~~acquisition,~~areas where we generate a majority of our revenue including Asia, Europe and North America have been and will continue to be impacted by COVID-19. The timing and extent of impact related to COVID-19 varies by country and region.

In determining the impact of the COVID-19 pandemic in relation to our net sales, we compare our actual results to our most recently published forecast and the net sales guidance range communicated in our quarterly earnings call. This forecast has been adjusted for known direct impacts to our bookings and net sales from COVID-19 and other factors. Using this criteria, we estimate that our sales for the following fiscal quarters were further negatively impacted by the COVID-19 pandemic: (i) for the second quarter of fiscal 2020 — $31.0 million, (ii) for the third quarter of fiscal 2020 — $9.0 million, (iii) for the fourth quarter of fiscal 2020 — an immaterial amount, and (iv) for the first and second quarters of fiscal 2021 — an immaterial amount. The effect of COVID-19 as forecasted and as further experienced was most significant in Asia during the second quarter of fiscal 2020 and began impacting Europe and North America only later in the second quarter of fiscal 2020 as the virus spread globally. In the third quarter of fiscal 2020, the global economic effect of the COVID-19 pandemic was less significant, though continued to be high in certain regions. While we believe that COVID-19 was a partial cause of the decline in revenue in the second quarter of fiscal 2020, we also had lower shipments related to ELA tools in the flat panel display market and lower shipments in materials processing applications in the second quarter of fiscal 2020 that were mostly unrelated to COVID-19.

During fiscal 2020 and continuing into the first and second quarters of fiscal 2021, the global demand environment was uncertain at times given the effects of COVID-19 on many businesses, including manufacturing facilities and customer

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confidence around the world. While we saw a partial recovery in order volumes in China in the latter half of March and the third quarter of fiscal 2020, this coincided with declining bookings in other regions, particularly in North America, and to a lesser extent in Europe and other countries in Asia. In the fourth quarter of fiscal 2020 and the first and second quarters of fiscal 2021, we saw global demand recover in all regions and begin to return to a more normalized demand trend. However, we cannot predict future resurgences of COVID-19 and the impact that it may have on future demand for our products and services, particularly given the recent shutdown measures taken in certain countries in Europe.

Currently, our major production facilities in Europe, Southeast Asia and the United States remain open. At all of our locations, we have transitioned from business continuity plans to return-to-operations plans while continuing to maintain high standards of employee safety and sanitization protocols. Our Return to Operations Plans have a phased approach with the primary focus on employee safety, with a continuing requirement for "working from home" for other members of our work force wherever possible. We have vertically integrated manufacturing, and many of the components produced at certain of our facilities supply other company facilities, are single sourced internally and are not available from third-party suppliers (for example our semiconductor diodes are manufactured in Santa Clara, California). While we do maintain a safety stock of critical components at our various locations, the scope, timing and duration of various government restrictions to address the COVID-19 pandemic could impact our internal supply chain. We have implemented certain policy changes to help support our employees impacted by COVID-19. These measures have and will continue to increase the cost of our operations but the magnitude and length of time of this impact is difficult to quantify at this time and may continue to be difficult to estimate in the future. If our sales are reduced for an extended period or if our production output falls because of government restrictions, we may be required to ~~divest~~reduce payroll-related costs and ~~hold separate Rofin’s low power CO~~₂ ~~laser business based~~other expenses in ~~Hull, United Kingdom (the “Hull Business”),~~the future through layoffs or furloughs, even though we have not done so to date.

We have not experienced significant supply disruption from third-party component suppliers but if we experience strong demand in certain products, COVID-19 may impact the speed in which we are able to ramp up production due to supply chain constraints. However, we continue to face some supply chain constraints primarily related to logistics, including available air cargo space and ~~reported this business separately~~higher freight rates. Available cargo space on flights between the U.S. and Europe, and Europe and Asia has been and remains limited as a ~~discontinued operation until its divestiture. We completed the divestiture~~result of the ~~Hull Business~~impact from COVID-19 and government and business responses to it, and this has increased shipping time and costs. In addition, shipments between countries have been more severely impacted by COVID-19 and we are experiencing delays due to additional checks at border crossings, including within Europe and Asia. There has also been sporadic restrictions on ~~October 11, 2017, after receiving approval~~individual travel between certain states in the United States of America as well. Government actions related to COVID-19 come on the heels of increasing trade tensions between the United States and China, which may continue. We believe we have the ability to meet the near-term demand for our products, but the situation is fluid and subject to change.

We continue to monitor the rapidly evolving conditions and circumstances as well as guidance from international and domestic authorities, including public health authorities, and we may need to take additional actions based on their recommendations. There is considerable uncertainty regarding the impact on our business stemming from current measures and potential future measures that could restrict access to our facilities, limit our manufacturing and support operations and place restrictions on our workforce, customers and suppliers. The measures implemented by various authorities related to the COVID-19 outbreak have caused us to change our business practices including those related to where employees work, the distance between employees in our facilities, limitations on in-person meetings between employees and with customers, suppliers, service providers, and stakeholders as well as restrictions on some shipping activities, business travel to domestic and international locations or to attend trade shows, investor conferences and other events. In March of 2020, we formed a COVID Steering Committee to, among other things, propose, discuss, and implement best practices in response to COVID-19. The COVID Steering Committee meets weekly and more often if required. All of our executive officers are members of the COVID Steering Committee as are many key senior-level employees.

The COVID-19 pandemic has significantly increased worldwide and regional economic uncertainty and decreased demand for our products in many markets we serve, which could continue for an unknown period of time. In these circumstances, there may be developments outside of our control, including the length and extent of the COVID-19 outbreak, government-imposed measures and our ability to ship as well as install products and/or service installed products that may require us to adjust our operating plans. As such, given the dynamic nature of this situation, we cannot estimate with certainty the future impacts of COVID-19 on our financial condition, results of operations or cash flows. However, we do expect that it could have an adverse impact on our revenue as well as our overall profitability and may lead to an increase in inventory provisions, allowances for credit losses, and a volatile effective tax rate driven by changes in the mix of earnings across our markets.

See "Risks Related to COVID-19 Pandemic" in Part II, Item 1A of this quarterly report regarding the impact of COVID-19.

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Goodwill and other impairment charges

Based on our internal projections and the preparation of our financial statements for the ~~terms~~quarter ended April 4, 2020, and considering the expected decrease in demand due to the COVID-19 pandemic and other factors, we believed that the fair value of our ILS reporting unit might no longer exceed its carrying value and performed an interim goodwill impairment test on the ILS and OLS reporting units. Based on the estimated fair value of the ~~sale~~ILS reporting unit, we recorded non-cash pretax goodwill impairment charges of $327.2 million. In addition, we performed impairment tests on the long-lived assets allocated to the asset group of the ILS reporting unit, including intangible assets, property, plant and equipment and ROU assets as of April 4, 2020 and recorded non-cash pre-tax charges related to the impairment intangible assets, property, plant and equipment and ROU assets of the ILS reporting unit of $33.9 million, $85.6 million and $1.8 million, respectively. For further discussion, see Note 8, "Goodwill and Intangible Assets" to our audited consolidated financial statements and notes thereto for the year ended October 3, 2020 included in our Annual Report on Form 10-K.

Restructuring

In June 2019, we announced our plans to exit a portion of our HPFL business and consolidate all HPFL manufacturing and engineering functions in our Tampere, Finland facility by transferring certain HPFL activities from our Hamburg, Germany facility. We recorded charges in the three and six months ended April 4, 2020 of $0.5 million and $1.1 million, respectively, primarily related to accelerated depreciation and project management consulting.

We also vacated our leased facility in Santa Clara at the end of the lease term on July 31, 2020 and combined operations into our owned Santa Clara headquarters. We incurred costs in the three and six months ended April 3, 2021 of $0.1 million and related to our exit from the ~~European Commission.~~ leased facility. We incurred costs in the three and six months ended April 4, 2020 of $0.6 million and $0.8 million, respectively, primarily related to accelerated depreciation. We also incurred costs in the first quarter of fiscal 2020 of $0.1 million for other projects.

In the fourth quarter of fiscal 2020, we began a restructuring program in our ILS segment which includes management reorganizations, the planned closure of certain manufacturing sites, and the right-sizing of global sales, service, order admin, marketing communication and certain administrative functions, among others. In the three and six months ended April 3, 2021, we incurred costs of $3.6 million and $9.0 million, primarily related to write-offs of excess inventory and accruals for vendor commitments, which is recorded in cost of sales, estimated severance and accelerated depreciation.

See Note ~~18, "Discontinued Operations and Assets Held for Sale"~~20, "Restructuring Charges" in the Notes to Condensed Consolidated Financial Statements.

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RESULTS OF OPERATIONS

CONSOLIDATED SUMMARY

~~Table of Contents~~

The following table sets forth, for the periods indicated, the percentage of total net sales represented by the line items reflected in our condensed consolidated statements of operations:


	Three Months Ended					Three Months Ended				Six Months Ended
	December 30, 2017		December 31, 2016			April 3, 2021		April 4, 2020		April 3, 2021		April 4, 2020
Net sales	100.0	%	100.0	%	Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	54.6	%	59.1	%	Cost of sales	62.3	%	67.9	%	62.7	%	66.9	%
Gross profit	45.4	%	40.9	%	Gross profit	37.7	%	32.1	%	37.3	%	33.1	%
Operating expenses:					Operating expenses:
Research and development	6.6	%	7.8	%	Research and development	8.6	%	10.2	%	8.6	%	9.5	%
Selling, general and administrative	15.4	%	21.3	%	Selling, general and administrative	19.4	%	20.9	%	21.0	%	21.2	%
Gain on business combination	—	%	(1.5	)%
Impairment of assets held for sale	0.1	%	—	%
Merger and acquisition costs					Merger and acquisition costs	62.0	%	—	%	33.1	%	—	%
Goodwill and other impairment charges					Goodwill and other impairment charges	—	%	153.9	%	—	%	73.5	%
Amortization of intangible assets	0.4	%	1.1	%	Amortization of intangible assets	0.2	%	0.4	%	0.2	%	0.4	%
Total operating expenses	22.5	%	28.7	%	Total operating expenses	90.2	%	185.4	%	62.9	%	104.6	%
Income from operations	22.9	%	12.2	%
Other income (expense), net	(1.8	)%	1.5	%
Income from continuing operations before income taxes	21.1	%	13.7	%
Provision for income taxes	12.3	%	4.8	%
Net income from continuing operations	8.8	%	8.9	%
Loss from operations					Loss from operations	(52.5)	%	(153.3)	%	(25.6)	%	(71.5)	%
Other expense, net					Other expense, net	(0.6)	%	(1.9)	%	(0.7)	%	(1.4)	%
Loss before income taxes					Loss before income taxes	(53.1)	%	(155.2)	%	(26.3)	%	(72.9)	%
Benefit from income taxes					Benefit from income taxes	(10.8)	%	(12.3)	%	(3.7)	%	(5.6)	%
Net loss					Net loss	(42.3)	%	(142.9)	%	(22.6)	%	(67.3)	%

Net ~~income from continuing operations~~loss for the ~~first~~second quarter of fiscal ~~2018~~2021 was ~~$41.9~~$158.2 million ($~~1.67~~6.49 per diluted share). This included ~~$10.8~~$179.2 million of after-tax ~~amortization of intangible assets, $5.5~~merger and acquisition costs (primarily due to a termination fee paid to Lumentum), $7.7 million of after-tax stock-based compensation expense, ~~$0.9~~$3.1 million of after-tax restructuring costs, ~~$0.3 million after-tax for the impairment of net assets of several entities held for sale, $41.7~~$2.2 million of after-tax amortization of intangible assets, $1.9 million non-recurring income tax ~~charges due to the U.S. Tax Cuts~~net charge and ~~Jobs Act transition tax and deferred tax remeasurement and $12.5~~$0.6 million of ~~tax benefit from the adoption of new rules for accounting for~~ excess tax ~~benefits and tax deficiencies~~benefit for employee stock-based compensation. Net ~~income from continuing operations~~loss for the ~~first~~second quarter of fiscal ~~2017~~2020 was ~~$30.7~~$418.9 million ($~~1.25~~17.39 per diluted share) ~~including $14.5~~. This included after tax charges of $424.3 million for goodwill and other impairment (goodwill and other long-lived assets), $8.7 million of ~~after tax costs related to our acquisition~~after-tax amortization of ~~Rofin, $8.2~~intangible assets, $7.9 million of after-tax stock-based compensation expense, ~~$7.7~~$0.8 million of after-tax restructuring costs, $7.6 million non-recurring income tax net benefit and $0.3 million of excess tax benefits for employee stock-based compensation.

Net loss for the first six months of fiscal 2021 was $158.1 million ($6.50 per diluted share). This included $179.2 million of after-tax merger and acquisition costs (primarily due to a termination fee paid to Lumentum), $18.4 million of after-tax stock-based compensation expense, $7.5 million of after-tax restructuring costs, $4.4 million of after-tax amortization of intangible assets ~~$6.5~~and $10.5 million non-recurring income tax net charge. Net loss for the first six months of fiscal 2020 was $413.1 million ($17.19 per diluted share). This included after tax charges of $423.2 million for goodwill and other impairment (goodwill and other long-lived assets), $17.6 million of after-tax amortization of ~~purchase accounting inventory step up, $4.6~~intangible assets, $14.8 million of after-tax stock-based compensation expense, $1.5 million of after-tax restructuring costs, ~~$1.8~~$7.5 million ~~after-tax interest expense on the commitment~~non-recurring income tax net benefit and $1.0 million of ~~our term loan to finance the acquisition~~excess tax benefits for employee stock-based compensation.

Table of Rofin, a $3.4 million after-tax gain on our sale of owned Rofin shares and $7.1 million after-tax foreign exchange gain on forward contracts associated with our foreign exchange risk related to the commitment of our Euro Term Loan and the issuance of the Euro Term Loan to finance the acquisition of Rofin.Conten t s

NET SALES

Market Application

The following tables set forth, for the periods indicated, the amount of net sales and their relative percentages of total net sales by market application (dollars in thousands):


	Three Months Ended
	April 3, 2021				April 4, 2020
	Amount		Percentage of total net sales		Amount		Percentage of total net sales
Consolidated:
Microelectronics	$	168,277	45.0	%	$	121,767	41.5	%
Precision manufacturing	107,398		28.7	%	86,307		29.5	%
Instrumentation	88,333		23.6	%	73,408		25.0	%
Aerospace and defense	9,974		2.7	%	11,665		4.0	%
Total	$	373,982	100.0	%	$	293,147	100.0	%

Three Months Ended
December 30, 2017 December 31, 2016
Amount
Percentage
of total
net sales
Amount
Percentage
of total
net sales
Consolidated:
Microelectronics $ 268,176
56.2 % $ 175,774
50.8 %
Materials processing 127,461
26.7 % 94,643
27.3 %
OEM components and instrumentation 48,856
10.2 % 46,572
13.5 %
Scientific and government programs 33,072
6.9 % 29,084
8.4 %
Total $ 477,565
100.0 % $ 346,073
100.0 %


	Six Months Ended
	April 3, 2021				April 4, 2020
	Amount		Percentage of total net sales		Amount		Percentage of total net sales
Consolidated:
Microelectronics	$	317,125	45.3	%	$	252,313	41.1	%
Precision manufacturing	188,848		27.0	%	174,679		28.4	%
Instrumentation	173,560		24.8	%	160,588		26.2	%
Aerospace and defense	20,502		2.9	%	26,338		4.3	%
Total	$	700,035	100.0	%	$	613,918	100.0	%

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Quarterly

Net sales for the ~~first~~second quarter of fiscal ~~2018~~2021 increased by ~~$131.5~~$80.8 million, or ~~38%~~28%, compared to the ~~first~~second quarter of fiscal ~~2017,~~2020, with ~~significant~~ increases in the microelectronics, precision manufacturing and ~~materials processing~~instrumentation markets ~~and smaller increases~~partially offset by decreases in the ~~scientific~~aerospace and ~~government programs and OEM components and instrumentation markets.~~defense market. The increase ~~is partially~~included higher net sales due to the ~~inclusion of a full quarter of Rofin net sales~~negative impact in the ~~first~~second quarter of fiscal ~~2018 compared to the inclusion~~2020 of ~~Rofin's net sales only after the November 7, 2016 acquisition date~~approximately $31.0 million from COVID-19 shelter-in place orders and/or delays in restarting non-essential manufacturing activity at many of our customers, primarily in the ~~first quarter of fiscal 2017.~~precision manufacturing, instrumentation and aerospace and defense markets. We believe that we are well-positioned with our laser-based technology to benefit from technology proliferation in rapid growth areas such as 5G, flexible OLED and MicroLED. In addition, we believe the market for laser-based medical instrumentation, devices and procedures will continue to grow with the aging population around the globe. We also anticipate that technology advances will result in increased defense spending.

The increase in the microelectronics market of ~~$92.4~~$46.5 million, or ~~53%~~38%, was primarily due to increased shipments for flat panel display (higher revenues from consumable service parts and higher shipments related to ELA tools used in the flat panel display market), semiconductor and advanced packaging applications, and partially due to the negative impact of COVID-19 in the second quarter of fiscal 2020. In microelectronics, we expect future increases in ELA tool shipments as Asian manufacturers improve yields and ramp manufacturing as indicated by the fact that we have received new orders for these products in our first and second quarters of fiscal 2021. In addition, it is expected that the handset market will transition to 5G technology. This technology requires more power from the battery which we expect will result in the handset manufacturers having to decide between shorter talk times or placement of larger batteries in existing form factors. Since OLED displays are much thinner than liquid crystal displays (LCD), we believe 5G will increase demand for OLED displays to accommodate larger batteries. In addition, we are seeing demand for laser solutions for MicroLED production. We believe that these technological demands will allow us to continue to maintain a leadership position in flat panel display applications. We are also seeing higher demand for semiconductor applications driven by continuous strength in cloud computing and data centers as well as in advanced

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packaging applications driven by 5G demand for smaller geometry, better power management and next generation printed circuit boards.

The increase in the precision manufacturing market of $21.1 million, or 24%, was due to increased sales in materials processing components and automotive applications, partially offset by lower shipments for machine tools applications, and was partially due to the negative impact of COVID-19 in the second quarter of fiscal 2020. An index which often correlates to materials processing sales is the Purchasing Managers Index (PMI). PMI is a measure of the prevailing economic trends in manufacturing. The manufacturing PMI for the U.S., Germany and Japan has continued to rise over our last few fiscal quarters, with the U.S. and Germany posting all-time highs in March 2021. The rising PMIs are slightly tempered with supply chain pressures from extended lead time and rapidly rising materials prices. We saw automotive production return to pre-COVID-19 levels and expect increased demand in the third quarter of fiscal 2021 and beyond. We see medical device manufacturing beginning to recover in the U.S. and China, with continued weakness in Europe due to increased COVID-19 cases. The timing for our recovery in some portions of this market remains uncertain.

The increase in the instrumentation market of $14.9 million, or 20%, was due primarily to higher shipments for scientific applications, as scientific applications shipments were negatively impacted by COVID-19 in the second quarter of fiscal 2020 due to closures of universities as a result of COVID-19 shelter-in-place orders, as well as higher shipments for biomedical instrumentation and medical applications. We supply lasers and optical systems for biomedical instrumentation applications and our lasers have been used in diagnostic instruments in applications including gene sequencing, biomarker identification and vaccine development. We expect demand in the scientific and government program applications to continue to fluctuate from quarter to quarter.

Sales in the aerospace and defense market decreased $1.7 million, or 14%, primarily due to lower optics shipments in defense and aerospace applications. We anticipate the defense market, especially amplifiers for directed energy and specialty optics for aerospace, to be a multi-year growth opportunity for us.

Year-to-date

Net sales for the first six months of fiscal 2021 increased by $86.1 million, or 14%, compared to the first six months of fiscal 2020, with increases in the microelectronics, precision manufacturing and instrumentation markets partially offset by decreases in the aerospace and defense market. The increase included higher net sales due to the negative impact in the second quarter of fiscal 2020 of approximately $31.0 million from COVID-19 shelter-in place orders and/or delays in restarting non-essential manufacturing activity at many of our customers, primarily in the precision manufacturing, instrumentation and aerospace and defense markets.

The increase in the microelectronics market of $64.8 million, or 26%, was primarily due to increased shipments for flat panel display (higher shipments related to ELA tools used in the flat panel display market and higher revenues from consumable ~~parts as well as higher shipments related to~~service parts), advanced packaging ~~applications. We expect continued growth~~and semiconductor applications, and partially due to the negative impact of COVID-19 in the ~~microelectronics market with flat panel display demand fully utilizing our manufacturing capacity in~~second quarter of fiscal 2018, higher flat panel display revenues from consumable parts due to our higher installed base, spending in the semiconductor capital equipment market at a level similar to or greater than fiscal 2017 and continued recovery in the advanced packaging market. 2020.

Sales in the ~~materials processing~~precision manufacturing market increased ~~$32.8~~$14.2 million, or ~~35%~~8%, primarily due to ~~the inclusion of a full quarter of Rofin net~~increased sales in materials processing components and automotive applications, partially offset by lower shipments for machine tools applications. The decrease was partially due to the ~~first~~negative impact of COVID-19 in the second quarter of fiscal 2018 and higher shipments for marking applications. We expect continued growth in multiple materials processing applications including automotive (e.g. battery welding for electric vehicles) and machine tooling, medical device manufacturing, consumer goods manufacturing for packaging, converting, marking and additive manufacturing. We also expect continued growth in sales of our high power fiber lasers, particularly in Asia, and are expanding our manufacturing capacity accordingly.2020.

The increase in the ~~OEM components and~~ instrumentation market of ~~$2.3~~$13.0 million, or 5%8%, was due primarily to higher shipments for ~~bio-instrumentation~~scientific applications, ~~partially offset~~as scientific applications shipments were negatively impacted by ~~lower shipments for military and medical military applications. In OEM components and instrumentation applications, we are seeing strong demand~~COVID-19 in the ~~bio-instrumentation market, higher demand for consumables in the medical market, in dental applications and in eye disease management~~second quarter of fiscal 2020 due to closures of universities as a result of COVID-19 shelter-in-place orders, as well as ~~increased demand~~higher shipments for medical and biomedical instrumentation applications.

Sales in the aerospace and defense market decreased $5.8 million, or 22%, due to lower optics shipments in defense and aerospace ~~market.Sales in the scientific and government programs market increased~~$4.0 million, or 14%, due to higher demand for advanced research applications used by university and government research groups, particularly in Asia. We expect demand in the scientific and government programs market to continue to fluctuate from quarter to quarter.applications.

Segments

We are organized into two reportable operating segments: OLS and ILS. While both segments deliver cost-effective, highly reliable photonics solutions, OLS is focused on high performance laser sources and complex optical sub-systems, typically used in microelectronics manufacturing, medical diagnostics and therapeutic ~~medical~~ applications, as well as in scientific research. ILS delivers high performance laser sources, sub-systems and tools primarily used for industrial laser materials processing, serving

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important end markets like automotive, machine tool, consumer goods and medical device ~~manufacturing.~~manufacturing as well as applications in aerospace and defense.

The following tables set forth, for the periods indicated, the amount of net sales and their relative percentages of total net sales by segment (dollars in thousands):


	Three Months Ended
	April 3, 2021				April 4, 2020
	Amount		Percentage of total net sales		Amount		Percentage of total net sales
Consolidated:
OEM Laser Sources (OLS)	$	223,248	59.7	%	$	173,722	59.3	%
Industrial Lasers & Systems (ILS)	150,734		40.3	%	119,425		40.7	%
Total	$	373,982	100.0	%	$	293,147	100.0	%

Three Months Ended
December 30, 2017 December 31, 2016
Amount
Percentage
of total
net sales
Amount
Percentage
of total
net sales
Consolidated:
OEM Laser Sources (OLS) $ 325,657
68.2 % $ 238,736
69.0 %
Industrial Lasers & Systems (ILS) 151,908
31.8 % 107,337
31.0 %
Total $ 477,565
100.0 % $ 346,073
100.0 %


	Six Months Ended
	April 3, 2021				April 4, 2020
	Amount		Percentage of total net sales		Amount		Percentage of total net sales
Consolidated:
OEM Laser Sources (OLS)	$	434,410	62.1	%	$	374,670	61.0	%
Industrial Lasers & Systems (ILS)	265,625		37.9	%	239,248		39.0	%
Total	$	700,035	100.0	%	$	613,918	100.0	%

Quarterly

Net sales for the ~~first~~second quarter of fiscal ~~2018~~2021 increased by ~~$131.5~~$80.8 million, or ~~38%~~28%, compared to the ~~first~~second quarter of fiscal ~~2017,~~2020, with increases of ~~$86.9~~$49.5 million, or ~~36%~~29%, in our OLS segment and ~~$44.6~~$31.3 million, or ~~42%~~26%, in our ILS segment. Net sales in the first quarter of fiscal 2018 included $113.3 million of Rofin net sales, contributing $112.2 million and $1.1 million to the ILS and OLS segments, respectively. Net sales in the first quarter of fiscal 2017 included $74.4 million of Rofin net sales since the acquisition on November 7, 2016, contributing $73.7 million and $0.7 million to the ILS and OLS segments, respectively.

The increase in our OLS segment sales, including higher sales due to the negative impact of COVID-19 in the second quarter of fiscal 2020 of approximately $25.0 million, was primarily due to higher demand for flat panel display applications, with higher revenues from consumable service parts and higher shipments of ELA tools. In addition, sales increased due to higher shipments for applications in the precision manufacturing market, scientific applications in the instrumentation market and semiconductor applications in the microelectronics market. The increased sales were partially offset by lower shipments for applications in the aerospace and defense market. The increase in our ILS segment sales, including higher sales due to the negative impact of COVID-19 in the second quarter of fiscal of approximately $6.0 million, was primarily due to higher sales to the precision manufacturing market, primarily for materials processing components and automotive applications, higher sales for advanced packaging and semiconductor applications within the microelectronics market and higher sales for medical and biomedical instrumentation applications in the instrumentation market.

Year-to-date

Net sales for the first six months of fiscal 2021 increased by $86.1 million, or 14%, compared to the first six months of fiscal 2020, with increases of $59.7 million, or 16%, in our OLS segment and $26.4 million, or 11%, in our ILS segment.

The increase in sales in our OLS segment, including higher sales due to the negative impact of COVID-19 in the second quarter of fiscal 2020 of approximately $25.0 million, was primarily due to higher demand for flat panel display applications, with higher shipments of ELA tools ~~used in the flat panel display market~~partially and higher revenues from consumable service parts, as well as higher shipments for scientific applications in the instrumentation market, applications in the precision manufacturing market and ~~government programs.~~semiconductor applications in the microelectronics market. The increased sales were partially offset by lower shipments for applications in the aerospace and defense market. The increase in our ILS segment sales, including higher sales due to the negative impact of COVID-19 in the second quarter of fiscal of approximately $6.0 million, was primarily due to higher ~~shipments~~sales for ~~materials processing and~~advanced packaging applications within the microelectronics ~~applications due to our acquisition of Rofin as well as~~market, higher ~~shipments~~sales to the ~~advanced packaging~~precision manufacturing market, primarily for automotive applications, and ~~medical markets.~~higher sales to the instrumentation market.

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GROSS PROFIT

Consolidated

Our gross profit percentage increased by ~~4.5%~~5.6% to ~~45.4%~~37.7% in the second quarter of fiscal 2021 from 32.1% in the second quarter of fiscal 2020 and increased by 4.2% to 37.3% in the first six months of fiscal 2021 from 33.1% in the first six months of fiscal 2020.

The 5.6% increase in gross profit percentage during the second quarter of fiscal ~~2018 from 40.9% in the first quarter~~2021 included 3.1% lower amortization of ~~fiscal 2017.~~

~~The 4.5% first quarter increase in the gross profit percentage was~~intangibles primarily due to the ~~2.5%~~impairment of ILS intangibles in the second quarter of fiscal 2020 and a 0.3% unfavorable impact of higher restructuring costs, primarily related to severance costs, the write-off of inventories and accelerated depreciation in the second quarter of fiscal 2021 due to our planned closure of certain manufacturing sites. Excluding the 2.8% favorable net impact of ~~purchase accounting adjustments~~lower intangibles amortization and higher restructuring costs, gross profit percentage increased 2.8% compared to the ~~first~~second quarter of fiscal 2017. In the first quarter of fiscal 2017, we took a charge for amortization of inventory step-up related to our acquisition of Rofin (compared to none in the first quarter of fiscal 2018). This favorable net impact also included the impact of higher amortization of intangibles related to our acquisition of Rofin in the first quarter of fiscal 2018 compared to the first quarter of fiscal 20172020 primarily due to ~~the inclusion of a full quarter of amortization in fiscal 2018. In addition, the gross profit percentage was favorably impacted by favorable product margins (1.6%~~lower other costs (3.0%) ~~as well as~~and lower ~~restructuring~~warranty costs ~~(0.8%~~(1.2%) ~~for inventory write-offs, primarily in our ILS segment,~~ partially offset by unfavorable product margins (1.3%) and higher ~~warranty costs (0.4%~~stock-based compensation (0.1%) as a percentage of ~~net~~ sales. ~~The improvement in product margins was~~

Other costs, excluding restructuring provisions, were lower primarily due to ~~better leverage~~lower inventory provisions for excess and obsolete inventory in certain OLS and ILS business units. The lower warranty and installation costs as a percentage of ~~manufacturing costs on higher volumes~~sales were due to fewer warranty events, particularly for our HPFL products sold in China, as well as for fiber components in ILS and decreased warranty events in the microelectronics and instrumentation markets within OLS. Unfavorable product margins in OLS resulted from unfavorable mix and average selling prices and the unfavorable impact of the stronger Euro, partially offset by favorable mix ~~within flat panel display applications~~and pricing for fiber components products in ILS. In both segments, the unfavorable impact of lower capitalized variances resulting from higher sales volumes were partially offset by the favorable absorption of manufacturing costs.

The 4.2% increase in gross profit percentage during the first six months of fiscal 2021 included 2.9% lower amortization of intangibles primarily due to the impairment of ILS intangibles in the second quarter of fiscal 2020 and a 0.8% unfavorable impact of ~~our acquisition~~higher restructuring costs, primarily related to the write-off of ~~Rofin~~inventories, severance costs and accelerated depreciation in the first six months of fiscal 2021 due to ~~Rofin’s historical~~our planned closure of certain manufacturing sites. Excluding the 2.1% favorable net impact of lower intangibles amortization and higher restructuring costs, gross profit percentage increased 2.1% compared to the first six months of fiscal 2020 primarily due to lower other costs (1.8%) and lower warranty costs (1.2%) partially offset by unfavorable product margins ~~that are~~(0.8%) and higher stock-based compensation (0.1%) as a percentage of sales.

Other costs, excluding restructuring provisions, were lower ~~than Coherent’s historical margins.~~primarily due to lower inventory provisions for excess and obsolete inventory in certain OLS and ILS business units. The lower warranty and installation costs as a percentage of sales were due to fewer warranty events, particularly for our HPFL products sold in China, as well as for fiber components in ILS and decreased warranty events in the instrumentation and microelectronics markets within OLS. Unfavorable product margins in OLS resulted from unfavorable mix and average selling prices and the unfavorable impact of the stronger Euro, partially offset by favorable mix and pricing for fiber components products in ILS. In both segments, the unfavorable impact of lower capitalized variances resulting from higher sales volumes were partially offset by the favorable absorption of manufacturing costs.

Our gross profit percentage has been and will continue to be affected by a variety of factors including ~~market and~~the impact of COVID-19, shipment volumes, product mix, pricing on volume orders, ~~shipment volumes,~~ our ability to manufacture advanced and more complex products, manufacturing efficiencies, excess and obsolete inventory write-downs, warranty costs, amortization of intangibles, pricing by competitors or suppliers, new product introductions, production volume, customization and reconfiguration of systems, commodity prices and foreign currency fluctuations against the U.S. Dollar, particularly the recent ~~strengthening~~volatility of the ~~Euro.~~Euro and to a lesser extent, the Japanese Yen and South Korean Won. Our gross profit in future quarters will continue to be favorably impacted by lower amortization and depreciation as a result of the impairments of long-lived assets in our ILS segment in the second quarter of fiscal 2020. We have embarked on a number of internal strategic initiatives and are expecting that the impact of those will include continued improvement of our gross margins during the remainder of calendar 2021.

OEM Laser Sources

The gross profit percentage in our OLS segment ~~increased~~decreased by ~~1.8%~~0.4% to ~~53.9%~~45.2% in the second quarter of fiscal 2021 from 45.6% in the second quarter of fiscal 2020. The gross profit percentage in our OLS segment decreased by 1.1% to 45.2% in the first six months of fiscal 2021 from 46.3% in the first six months of fiscal 2020.

The 0.4% decrease in gross profit percentage during the second quarter of fiscal ~~2018 from 52.1% in the first quarter of fiscal 2017.~~

~~The 1.8% first quarter increase in the gross profit percentage~~2021 was primarily due to ~~favorable~~unfavorable product margins ~~(1.6%~~(3.2%) ~~as a result~~(both mix of ~~better leverage of manufacturing costs on higher volumes and favorable mix within flat panel display applications for both systems~~product and service ~~as well as other microelectronics~~revenues and ~~instrumentation applications partially offset by~~average selling prices) and the unfavorable impact of the stronger ~~Euro. Also contributing to~~Euro as well as the ~~increase in gross profit percentage~~unfavorable impact of lower capitalized variances resulting from higher sales volumes partially offset by the favorable absorption of manufacturing costs. The unfavorable product costs were partially offset by lower other

Table of Conten t s

costs ~~(0.6%~~(2.4%) primarily due to lower inventory provisions for excess and obsolete inventory ~~as a percentage of revenue~~ in certain business units ~~due to the impact of significantly higher sales~~ and lower ~~intangibles amortization (0.1%~~warranty costs (0.4%) as a percentage of ~~sales. These favorable impacts were partially offset by increased warranty and installation costs as a percentage of revenue (0.4%)~~sales due to ~~higher~~decreased warranty events in the microelectronics and ~~scientific~~instrumentation markets.

The 1.1% decrease in gross profit percentage during the first six months of fiscal 2021 was primarily due to unfavorable product margins (3.4%) (both mix of product and ~~government programs markets,~~service revenues and average selling prices) and the unfavorable impact of the stronger Euro as well as the unfavorable impact of lower capitalized variances resulting from higher sales volumes offset by the favorable absorption of manufacturing costs.The unfavorable product costs were partially offset by lower other costs (1.7%) primarily due to lower inventory provisions for excess and obsolete inventory in ~~China.~~certain business units and lower warranty costs (0.6%) as a percentage of sales due to decreased warranty events in the instrumentation and microelectronics markets.

Industrial Lasers & Systems

The gross profit percentage in our ILS segment increased by ~~11.0%~~14.2% to ~~28.0%~~27.7% in the second quarter of fiscal 2021 from 13.5% in the second quarter of fiscal 2020. The gross profit percentage in our ILS segment increased by 12.1% to 25.6% in the first six months of fiscal 2021 from 13.5% in the first six months of fiscal 2020.

The 14.2% increase in gross profit percentage during the second quarter of fiscal ~~2018~~2021 included 7.6% lower amortization of intangibles due to the impairment of ILS intangibles in the second quarter of fiscal 2020 and a 1.0% unfavorable impact of higher restructuring costs, primarily related to severance costs, the write-off of inventories and accelerated depreciation in the second quarter of fiscal 2021 due to our planned closure of certain manufacturing sites. Excluding the net 6.6% favorable impact of lower intangibles amortization and higher restructuring costs, gross profit percentage increased 7.6% compared to the second quarter of fiscal 2020 primarily due to lower other costs (3.9%) due to lower provisions for excess and obsolete inventory, lower warranty and installation costs (2.6%) as a percentage of sales due to fewer warranty events, particularly for our HPFL products sold in China, and for fiber components products and favorable product costs (1.1%). Product costs, net of restructuring costs, were favorable primarily due to favorable mix and pricing for fiber components products and the favorable absorption of manufacturing costs including the impact of restructuring plans initiated in prior periods, partially offset by the unfavorable impact of lower capitalized variances resulting from ~~17.0%~~higher sales volumes.

The 12.1% increase in gross profit percentage during the first six months of fiscal 2021 included 7.5% lower amortization of intangibles due to the impairment of ILS intangibles in the second quarter of fiscal 2020 and a 2.3% unfavorable impact of higher restructuring costs, primarily related to the write-off of inventories, severance costs and accelerated depreciation in the first ~~quarter~~and second quarters of fiscal ~~2017.~~

~~The 11.0% first quarter increase in~~2021 due to our planned closure of certain manufacturing sites. Excluding the net 5.2% favorable impact of lower intangibles amortization and higher restructuring costs, gross profit percentage ~~was~~increased 6.9% compared to the first six months of fiscal 2020 primarily due to favorable product costs (2.9%), lower warranty and installation costs (2.1%) as a percentage of sales due to fewer warranty events, particularly for our HPFL products sold in China, and for fiber components products and lower other costs (1.9%) due to lower provisions for excess and obsolete inventory. Product costs, net of restructuring costs, were favorable primarily due to the ~~amortization~~favorable absorption of ~~inventory step-up related to our acquisition of Rofin in~~manufacturing costs including the first quarter of fiscal 2017 (8.5%) compared to none in the first quarter of fiscal 2018 as well as lower restructuring charges (2.7%) related to the exit from our historical Coherent high power fiber laser product line in the first quarter of fiscal 2017. In addition, the improvement was due to the favorable impact of ~~Rofin's margins before considering purchase accounting adjustments (0.7%)~~restructuring plans initiated in prior periods and favorable mix and pricing for ~~a full quarter in fiscal 2018 as Rofin's global tools business has~~fiber components products partially offset by the unfavorable impact of lower capitalized variances resulting from higher margins than Coherent's legacy ILS businesses. Partially offsetting the improvement, intangibles amortization increased as a percentage of revenue (0.9%) due to the inclusion of a full quarter of amortization in fiscal 2018.sales volumes.

Table of ~~Contents~~Conten t s

OPERATING EXPENSES:


	Three Months Ended										Three Months Ended
	December 30, 2017				December 31, 2016						April 3, 2021				April 4, 2020
	Amount		Percentage of total net sales		Amount			Percentage of total net sales			Amount		Percentage of total net sales		Amount		Percentage of total net sales
	(Dollars in thousands)										(Dollars in thousands)
Research and development	$	31,392	6.6	%	$	27,084		7.8	%	Research and development	$	32,007	8.6	%	$	29,794	10.2	%
Selling, general and administrative	73,437		15.4	%	73,768			21.3	%	Selling, general and administrative	72,662		19.4	%	61,307		20.9	%
Gain on business combination	—		—	%	(5,416		)	(1.5	)%
Impairment of assets held for sale	265		0.1	%	—			—	%
Merger and acquisition costs										Merger and acquisition costs	231,996		62.0	%	—		—	%
Goodwill and other impairment charges										Goodwill and other impairment charges	—		—	%	451,025		153.9	%
Amortization of intangible assets	2,606		0.4	%	3,878			1.1	%	Amortization of intangible assets	596		0.2	%	1,296		0.4	%
Total operating expenses	$	107,700	22.5	%	$	99,314		28.7	%	Total operating expenses	$	337,261	90.2	%	$	543,422	185.4	%


	Six Months Ended
	April 3, 2021				April 4, 2020
	Amount		Percentage of total net sales		Amount		Percentage of total net sales
	(Dollars in thousands)
Research and development	$	60,228	8.6	%	$	58,474	9.5	%
Selling, general and administrative	146,890		21.0	%	129,858		21.2	%
Merger and acquisition costs	231,996		33.1	%	—		—	%
Goodwill and other impairment charges	—		—	%	451,025		73.5	%
Amortization of intangible assets	1,193		0.2	%	2,728		0.4	%
Total operating expenses	$	440,307	62.9	%	$	642,085	104.6	%

Research and development

Quarterly

Research and development (“("R~~&D”~~&D") expenses increased ~~$4.3~~$2.2 million, or ~~16%~~7%, during the ~~first~~second quarter of fiscal ~~quarter ended December 30, 2017~~2021 compared to the same quarter one year ago. The increase was primarily due to ~~the inclusion of a full quarter of Rofin R&D expenses ($3.2 million) in the first quarter of fiscal 2018.The increase was also due to $1.2~~$2.2 million higher employee-related spending on R&D activities including headcount and materials net of lower restructuring charges for our exit from our historical Coherent high power fiber laser product line in the first quarter of fiscal 2017. There were also increases of $0.3as well as $0.5 million ~~for~~ higher charges for increases in deferred compensation plan liabilities ~~offset by $0.4~~and $0.1 million ~~lower~~higher stock-based compensation expense. Partially offsetting the increases was $0.6 million lower spending on materials net of the impact of lower customer reimbursements. The higher employee-related spending was due to higher variable compensation, the unfavorable impact of foreign exchange rates and higher severance costs partially offset by the impact of an extra week in the second quarter of fiscal 2020 and the impact of headcount reductions.

On a segment basis as compared to the prior year period, OLS ~~research and development~~R&D spending increased ~~$2.3~~$1.2 million ~~primarily due to~~with higher ~~net~~employee-related spending ~~on R&D activities. ILS spending increased $2.1 million primarily due to~~and the ~~inclusion~~unfavorable impact of ~~a full quarter of Rofin expenses~~foreign exchange rates partially offset by lower spending on materials. ILS R&D ~~activities including~~spending increased $0.4 million primarily due to higher employee-related spending and the unfavorable impact of foreign exchange rates partially offset by lower ~~restructuring costs.~~spending on materials. Corporate and other R&D spending ~~decreased $0.1~~increased $0.6 million ~~due to lower stock-based compensation offset by increases in deferred compensation plan liabilities.~~

~~Selling, general and administrative~~

Selling, general and administrative (“SG&A”) expenses decreased $0.3 million, or 0%, during the first fiscal quarter ended December 30, 2017 compared to the same quarter one year ago. The decrease was primarily due to $14.2 million lower financial advisory, consulting and legal costs related to our acquisition of Rofin and $2.2 million lower stock-based compensation expense due to a $3.4 million charge due to the acceleration of Rofin options recorded in the first quarter of fiscal 2017 net of higher expense for new grants. The decreases were offset by increases due to the inclusion of a full quarter of Rofin SG&A expenses ($8.0 million) in the first quarter of fiscal 2018, $5.5 million higher other spending on legal, consulting and infrastructure related to integration activities as well as higher spending on legal and consulting related to compliance with the terms of the Credit Agreement. In addition, SG&A expense increased due to higher other variable spending in support of higher sales, $1.6 million higher charges for increases in deferred compensation plan liabilities and ~~$1.0~~higher stock-based compensation expense.

Year-to-date

R&D expenses increased $1.8 million, or 3%, during the first six months of fiscal 2021 compared to the same period one year ago. The increase was primarily due to $1.6 million higher ~~payroll~~employee-related spending as well as $0.7 million higher stock-based compensation expense due to increased grants to employees and $0.6 million higher charges for increases in deferred compensation plan liabilities. Partially offsetting the increases was $1.1 million lower spending on materials net of the impact of lower customer reimbursements. The higher employee-related spending was due to higher variable compensation, the unfavorable impact of foreign exchange rates and ~~salaries~~higher severance costs partially offset by the impact of an extra week in the second quarter of fiscal 2020 and ~~benefits net~~the impact of ~~lower severance restructuring costs and lower commissions due to sales mix.~~headcount reductions.

Table of Conten t s

On a segment basis as compared to the prior year period, OLS ~~segment expenses~~R&D spending increased ~~$4.8~~$1.1 million with higher employee-related spending and the unfavorable impact of foreign exchange rates partially offset by lower spending on materials. ILS R&D spending decreased $0.6 million primarily due to lower spending on materials partially offset by higher employee-related spending and the unfavorable impact of foreign exchange rates. Corporate and other R&D spending increased $1.3 million primarily due to higher ~~payroll~~stock-based compensation expense and higher charges for increases in deferred compensation plan liabilities.

Selling, general and administrative

Quarterly

Selling, general and administrative ("SG&A") expenses increased $11.4 million, or 19%, during the second quarter of fiscal 2021 compared to the same quarter one year ago. The increase was primarily due to $12.0 million higher employee-related spending and $3.0 million higher charges for increases in deferred compensation plan liabilities partially offset by $2.7 million lower other variable spending and $0.9 million lower stock-based compensation expense. The $12.0 million higher employee-related spending was primarily due to higher variable compensation, the unfavorable impact of foreign exchange rates and higher severance and restructuring costs partially offset by the impact of an extra week in the second quarter of fiscal 2020 and the impact of lower headcount. The $2.7 million lower variable spending included lower travel and other discretionary spending due to COVID-19 and lower depreciation expense due to the impairment of ILS long-lived assets in the second quarter of fiscal 2020 partially offset by the unfavorable impact of foreign exchange rates and higher consulting on special projects.

On a segment basis as ~~well as spending relating~~compared to ~~a historical Rofin business unit which is included in our~~the prior year period, OLS ~~segment. ILS spending~~SG&A expenses increased ~~$5.5~~$4.5 million primarily due to higher employee-related spending and the ~~inclusion~~unfavorable impact of ~~a full quarter of Rofin expenses~~foreign exchange rates partially offset by lower ~~payroll~~variable spending ~~including lower severance restructuring costs. Corporate~~on travel and other discretionary spending. ILS SG&A spending ~~decreased $10.6~~increased $2.3 million primarily due to higher employee-related spending and the unfavorable impact of foreign exchange rates partially offset by lower ~~financial advisory,~~variable spending on travel and other discretionary spending. Corporate and other SG&A spending increased $4.6 million primarily due to higher charges for increases in deferred compensation plan liabilities, higher employee-related spending (including higher variable compensation) and higher consulting ~~and legal costs related to our acquisition of Rofin and~~fees partially offset by lower stock-based compensation ~~expense partially offset by~~expense.

Year-to-date

SG&A expenses increased $17.0 million, or 13%, during the first six months of fiscal 2021 compared to the same period one year ago. The increase was primarily due to $15.3 million higher ~~other~~employee-related spending, ~~on legal, consulting and infrastructure related to integration activities and compliance with the Credit Agreement,~~$3.0 million higher charges for increases in deferred compensation plan liabilities and $1.7 million higher ~~payroll~~stock-based compensation expense partially offset by $3.0 million lower other variable spending.

~~Gain on business combination~~

~~On November 7, 2016, we acquired Rofin at a price~~ The $15.3 million higher employee-related spending was primarily due to higher variable compensation, the unfavorable impact of ~~$32.50 per share~~foreign exchange rates and higher severance and restructuring costs partially offset by the impact of ~~Rofin common stock (See Note 3, "Business Combinations"~~an extra week in the ~~Notes to Condensed Consolidated Financial Statements). We recognized a gain of $5.4 million in the first~~

~~Table of Contents~~

second quarter of fiscal ~~2017~~2020 and the impact of lower headcount. The $1.7 million higher stock-based compensation expense is primarily due to increased equity grants to our employees, including our executives. The $3.0 million lower variable spending included lower travel and other discretionary spending due to COVID-19 and lower depreciation expense due to the impairment of ILS long-lived assets in the second quarter of fiscal 2020 offset by higher consulting on special projects, the impact of a benefit in first quarter of fiscal 2020 of $1.4 million due to amounts received from a legal settlement on a resolved asset recovery matter and the unfavorable impact of foreign exchange rates.

On a segment basis as compared to the prior year period, OLS SG&A expenses increased $4.3 million primarily due to higher employee-related spending and the unfavorable impact of foreign exchange rates partially offset by lower variable spending on travel and other discretionary spending. ILS SG&A spending increased $2.0 million primarily due to higher employee-related spending including the favorable impact of lower headcount, the prior year settlement on the ~~increase~~resolved asset recovery matter and unfavorable impact of foreign exchange rates partially offset by lower variable spending on travel and depreciation. Corporate and other SG&A spending increased $10.7 million primarily due to higher employee-related spending (including higher variable compensation), higher charges for increases in ~~fair value from the date~~deferred compensation plan liabilities, higher stock-based compensation expenses and higher consulting fees.

Table of ~~purchase for the shares of Rofin we owned prior to the acquisition.~~Conten t s

~~Impairment of assets held for sale~~

Merger and acquisition costs

In the ~~fourth~~second quarter of fiscal ~~2017, management decided~~2021, we recorded $232.0 million in merger and acquisition costs, including $217.6 million paid to ~~sell several entities that~~Lumentum as a termination fee, as well as costs for investment banking, legal and other consultants related to our merger agreements with Lumentum, II-VI and other acquisition-related costs.

Goodwill and other impairment charges

In the second quarter of fiscal 2020, we ~~acquired~~recorded non-cash pre-tax goodwill impairment charges of $327.2 million related to our ILS segment to operating expense in our results of operations. In addition, we recorded non-cash pre-tax charges related to the ~~Rofin acquisition. Although the sale~~impairment of intangible assets, property, plant and equipment and ROU assets of the ~~entities was not completed at~~ILS reporting unit of $33.9 million, $85.6 million and $1.8 million, respectively. For further discussion, see Note 8, "Goodwill and Intangible Assets" to our audited consolidated financial statements and notes thereto for the ~~end of~~year ended October 3, 2020 included in our Annual Report on Form 10-K.

In the first quarter of fiscal ~~2018,~~2019, we invested 3.0 million Euros ($3.4 million) in 3D-Micromac AG, a private company in Germany. The investment is included in other assets and is being carried on a cost basis. During the second quarter of fiscal 2020, we determined that our investment became impaired and wrote it down to its fair value. As a result, we recorded a non-cash impairment charge of ~~$0.3~~$2.5 million to operating expense in our results of operations in the ~~first~~second quarter of fiscal 2018. This charge, in addition to the $2.9 million recorded to operating expense in our results of operations in the fourth quarter of fiscal 2017, reduces our carrying value of these entities to fair value.

2020.

Amortization of intangible assets

Amortization of intangible assets decreased ~~$1.3~~$0.7 million and $1.5 million, respectively, in the three and six months ended ~~December 30, 2017~~April 3, 2021 compared to the same ~~period~~periods last year. The ~~decrease was~~decreases were primarily due to the impairment of ILS intangibles in the second quarter of fiscal 2020 and the completion of the amortization of ~~backlog~~certain intangibles from ~~our acquisition of Rofin in fiscal 2017 ($1.9 million lower in the comparable first quarter)~~acquisitions partially offset by the ~~inclusion~~unfavorable impact of ~~a full quarter of Rofin amortization expenses in the first quarter of fiscal 2018.~~foreign exchange rates.

OTHER INCOME (EXPENSE) — NET

Other income (expense), net, ~~changed~~decreased by ~~$13.7~~$3.1 million to ~~other~~an expense of ~~$8.5~~$2.5 million in the second quarter of fiscal 2021 from an expense of $5.7 million in the second quarter of fiscal 2020. Other income (expense), net, decreased by $3.9 million to an expense of $4.8 million in the first ~~quarter~~six months of fiscal ~~2018~~2021 from ~~other income~~an expense of ~~$5.2~~$8.7 million in the first ~~quarter~~six months of fiscal ~~2017.~~ 2020.

The ~~increase~~second fiscal quarter decrease in net other expense was primarily due to ~~$15.3 million lower foreign exchange net gains and $0.8~~$4.0 million higher ~~interest expense partially offset by $1.9 million higher~~ gains (lower losses), net of expenses, on our deferred compensation plan ~~assets.~~ assets partially offset by a $0.7 million higher charge from non-service pension expense.

The ~~lower foreign exchange gains were~~decrease for the first six months of fiscal 2021 in net other expense was primarily due to ~~a gain in the first quarter~~$4.0 million higher gains (lower losses), net of ~~fiscal 2017 of $11.3 million~~expenses, on ~~forward contracts associated with~~ our foreign exchange risk related to the commitment of our Euro Term Loan and the issuance of the Euro Term Loan to finance the acquisition of Rofin and the impact of changing rates on cash conversions. Interest expense increased due to higher amortization of debt issuance costs related to the Euro Term Loan partially offset by interest expense on the commitment to fund the Euro Term Loan in the first quarter of fiscal 2017 for our acquisition of Rofin, and lower interest expense due to a decrease in interest rates on the Euro Term Loan offset by the inclusion of a full quarter of interest expense in the first quarter of fiscal 2018.deferred compensation plan assets.

INCOME TAXES

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted. The Tax Act changes are broad and complex. The final transitional impacts of the Tax Act may materially differ from the estimates provided elsewhere in this report. Among other things, this may be due to changes in interpretations of the Tax Act, any legislative action to address questions that arise because of the Tax Act, any changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates we have utilized to calculate the transitional impacts. Additionally, longstanding international tax norms that determine each country’s jurisdiction to tax cross-border international trade are evolving as a result of the Base Erosion and Profit Shifting reporting requirements (“BEPS") recommended by the G8, G20 and Organization for Economic Cooperation and Development ("OECD"). As these and other tax laws and related regulations change, our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow. Such changes could, however, adversely impact our financial results.

As discussed in Note 14, "Income Taxes" in the Notes to Condensed Consolidated Financial Statements, the Tax Act resulted in a provisional charge of $41.7 million for the quarter ended December 30, 2017. This is comprised of an estimated deemed repatriation tax charge of $48.7 million less a previously recorded deferred tax liability of $20.3 million for anticipated repatriation of our investment in a foreign subsidiary, plus the estimated deferred tax remeasurement charge of $13.3 million.

Our effective tax ~~rate~~rates on ~~income from continuing operations~~loss before income taxes for the three and six months ended ~~December 30, 2017 was 58.4%. Our effective tax rate for the three months ended December 30, 2017 was higher~~April 3, 2021 of 20.4% and 14.1%, respectively, were lower than the ~~effective~~ U.S. federal ~~blended~~ tax rate of ~~24.5%~~21.0% primarily due to the ~~Tax Act one-time mandatory deemed repatriation transition~~benefit of federal research and development tax credits and our Singapore tax exemption, partially offset by the establishment of valuation allowances for certain foreign deferred tax assets, the impact of income subject to foreign tax rates that are higher than the U.S. tax rates, the ~~remeasurement of~~ deferred ~~tax assets and liabilities based~~taxes on ~~the newly enacted U.S. federal tax rate of 21.0%,~~foreign earnings not considered permanently reinvested, stock-based compensation not deductible for tax purposes and limitations on the deductibility of compensation under ~~IRC~~Internal Revenue Code Section 162(m). ~~These amounts are partially offset by~~

Coherent’s results reflect the ~~excess tax benefits from stock award exercises and restricted stock unit vesting, the benefit of foreign tax credits, the benefit of federal research and development tax credits, the benefit~~payment of a ~~domestic manufacturing deduction under IRC Section 199~~termination fee to Lumentum of $217.6 million in the second quarter of fiscal 2021. This amount was treated as deductible for both book and ~~the Singapore~~ tax ~~exemption.~~purposes in accordance with our accounting policy and was included as a discrete item in our second quarter of fiscal 2021 tax provision calculation.

~~Table of Contents~~

Our effective tax rate on ~~income from continuing operations~~loss before income taxes for the ~~first quarter of fiscal 2017 of 35.2% was higher than~~three and six months ended April 4, 2020 were 7.9% and 7.7%, respectively. Our effective tax rates for the ~~U.S. federal rate of 35.0%~~three and six months ended April 4, 2020 were unfavorably impacted primarily due to ~~Rofin transaction costs not deductible for tax purposes, tax costs~~the impairment of ~~Rofin restructuring, ASC 740-10 (formerly FIN48) tax liabilities for transfer pricing, stock-based compensation~~goodwill that is not deductible for tax purposes and ~~limitations on~~ the ~~deductibility~~establishment of ~~compensation under IRC Section 162(m).~~valuation allowances for certain deferred tax assets. These ~~amounts are~~unfavorable impacts were partially offset by ~~differences related to~~ the ~~benefit~~release of ~~income~~unrecognized tax benefits net of settlements and competent authority offsets, the geographic distribution of the impairments of certain long-lived assets that are deductible for tax purposes and the reduction in foreign earnings subject to foreign tax rates that are ~~lower~~higher than the U.S. tax ~~rates including the Singapore tax exemption and the benefit~~rates.

Table of ~~federal research and development tax credits.~~Conten t s

LIQUIDITY AND CAPITAL RESOURCES

At ~~December 30, 2017~~,April 3, 2021, we had assets classified as cash and cash equivalents and short-term investments, in an aggregate amount of ~~$423.4~~$368.2 million,, compared to ~~$475.6~~$475.6 million at ~~September 30, 2017.~~October 3, 2020. In addition, at ~~December 30, 2017,~~April 3, 2021, we had ~~$14.1~~$6.0 million of restricted cash. At ~~December 30, 2017,~~April 3, 2021, approximately ~~$273.4~~$291.7 millionof our cash and securities was held in certain of our foreign subsidiaries and branches, ~~$231.0~~$273.8 million of which was denominated in currencies other than the U.S. ~~dollar. At December 30, 2017, we had~~Dollar. Our foreign subsidiaries loaned approximately ~~$272.8~~$124.3 million of ~~cash held by foreign subsidiaries where we intend~~funds to ~~permanently reinvest our accumulated earnings~~Coherent, Inc. to pay a termination fee of $217.6 million to Lumentum in ~~these entities and our~~March 2021. Our current business plans do not demonstrate a need for ~~these~~additional foreign funds to support our domestic ~~operations.~~operations and it is our intention to repay our borrowings to our foreign subsidiaries. If, however, a portion of ~~these~~our foreign funds are needed for and distributed to our operations in the United States via a dividend, we may be subject to additional foreign withholding taxes and certain state taxes. The amount of the U.S. and foreign taxes due would depend on the amount and manner of repatriation, as well as the location from where the funds are repatriated. ~~Historically,~~We historically asserted our intention to indefinitely reinvest foreign earnings. As a result of the enactment of the U.S. Tax Cuts and Jobs Act ("Tax Act") and certain income tax treaty updates, we ~~have considered substantially all~~no longer consider foreign ~~profits as being permanently invested~~earnings to be indefinitely reinvested in our foreign ~~operations, and we had no intent to repatriate those funds. We are continuing to review our policy in light of the changes contained in the Tax Act.~~subsidiaries. We actively monitor the third-party depository institutions that hold these assets, primarily focusing on the safety of principal and secondarily maximizing yield on these assets. We diversify our cash and cash equivalents and investments among various financial institutions, money market funds, sovereign debt and other securities in order to reduce our exposure should any one of these financial institutions or financial instruments fail or encounter difficulties. To date, we have not experienced any material loss or lack of access to our invested cash, cash equivalents or short-term investments. However, we can provide no assurances that access to our invested cash, cash equivalents or short-term investments will not be impacted by adverse conditions in the financial markets. To date, we have had sufficient liquidity to manage the financial impact of COVID-19. However, we can provide no assurance that this will continue to be the case if the impact of COVID-19 is prolonged or if there is an extended impact on us or the economy in general. Further, COVID-19 has caused significant uncertainty and volatility in the credit markets. If our liquidity or access to capital becomes significantly constrained, or if costs of capital increase significantly due to the impact of COVID-19 as result of a volatility in the capital markets, a reduction in our creditworthiness or other factors, then our financial condition, results of operations and cash flows could be materially adversely affected.

See ~~“Part~~"Part I, Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk”~~Risk" below for more information about risks and trends related to foreign currencies.

Sources and Uses of Cash

Historically, our primary source of cash has been provided by operations. Other sources of cash in the past ~~three~~few fiscal years include proceeds from our Euro Term Loan used to finance our acquisition of Rofin, proceeds received from the sale of our stock through our employee stock purchase plan as well as borrowings under our ~~domestic line of credit.~~Revolving Credit Facility. Our historical uses of cash have primarily been for acquisitions of businesses and technologies, the repurchase of our common stock, ~~capital expenditures~~merger and acquisition costs and debt issuance costs. Supplemental information pertaining to our historical sources and uses of cash is presented as follows and should be read in conjunction with our condensed consolidated statements of cash flows and the notes to condensed consolidated financial statements:

Three Months Ended
December 30,
2017 December 31,
2016
(in thousands)
Net cash provided by operating activities $ 64,980
$ 82,641
Acquisition of businesses, net of cash acquired —
(740,481 )
Sales of shares under employee stock plans 4,899
3,866
Net settlement of restricted common stock (35,646 ) (15,255 )
Borrowings, net of repayments (88,631 ) 718,514
Debt issuance costs —
(25,824 )
Capital expenditures (23,683 ) (15,390 )
Proceeds from sale of discontinued operation (the Hull Business) 25,000
—


	Six Months Ended
	April 3, 2021		April 4, 2020
	(in thousands)
Net cash provided by (used in) operating activities	$	(68,319)	$	105,772


Issuance of shares under employee stock plans	5,896		6,821
Net settlement of restricted common stock	(9,251)		(13,299)

Borrowings (repayments), net	(5,160)		(4,757)
Purchases of property and equipment	(37,045)		(35,399)

Net cash provided by (used in) operating activities decreased by ~~$17.7~~$174.1 million for the first ~~three~~six months of fiscal ~~2018~~2021 compared to the same period one year ago. The decrease in cash provided by (used in) operating activities was primarily due to lower net income including non-cash adjustments and lower cash flows from

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~~deferred revenue, the timing of shipments of large systems and from~~ accounts receivable and deferred taxes, partially offset by higher ~~net income and~~ cash flows ~~due~~from inventories, other accruals and accounts payable. In order to ~~non-cash expenses~~support our liquidity during the pandemic, we are proactively taking measures to increase available cash on hand, including, but not limited to, reducing discretionary spending for ~~amortization, stock-based compensation~~operating and ~~depreciation~~capital expenses. To further support our liquidity, we elected to defer the payment of our employer

Table of Conten t s

portion of social security taxes beginning in April 2020 and through the end of the calendar year, which we expect to pay in equal installments in the first quarters of fiscal 2022 and 2023, as ~~well as higher income taxes payable.~~provided for under the Coronavirus Aid, Relief, and Economic Security Act ("the CARES Act"). We believe that our existing cash, cash equivalents and short term investments combined with cash to be provided by operating activities and amounts available under our ~~revolving credit facility~~Revolving Credit Facility will be adequate to cover our working capital needs and planned capital expenditures for at least the next 12 months to the extent such items are known or are reasonably determinable based on current business and market ~~conditions.~~conditions, including consideration of the impact of COVID-19. However, we may elect to finance certain of our capital expenditure requirements through other sources of capital. We continue to follow our strategy to further strengthen our financial position by using available cash flow to fund operations.

We intend to continue to consider acquisition opportunities at valuations we believe are reasonable based upon market conditions. However, we cannot accurately predict the timing, size and success of our acquisition efforts or our associated potential capital commitments. Furthermore, we cannot assure you that we will be able to acquire businesses on terms acceptable to us. We expect to fund future acquisitions, if any, through existing cash balances and cash flows from operations and additional borrowings (as in our acquisition of Rofin)~~, existing cash balances and cash flows from operations.~~. If required, we will consider the issuance of securities. The extent to which we will be willing or able to use our common stock to make acquisitions will depend on its market value at the time and the willingness of potential sellers to accept it as full or partial payment. On April 19, 2021, we acquired Electro-optics Technology, Inc. for approximately $29.3 million. We do not believe this acquisition will have a material impact on our liquidity or capital resources.

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

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

On May 8, 2017, we entered into Amendment No. 1 and Waiver (the “Repricing Amendment”) to the Credit Agreement to, among other things, (i) reduce 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 (ii) extend the period during which a prepayment premium may be required for a repricing transaction until six months after the effective date of the Repricing Amendment.

In ~~the first quarter of~~ fiscal 2018 and during fiscal 2017, we made voluntary principal payments of 75.0 million Euros and 150.0 million Euros, respectively, on the Euro Term Loan. As of December 30, 2017, the outstanding principal amount of the Euro Term Loan was 436.6 million Euros. As of December 30, 2017, the outstanding principal amount of the Revolving Credit Facility was 10.0 million Euros.

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The Credit Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations, and negative covenants, including covenants limiting the ability of us and our subsidiaries to, among other things, incur debt, grant liens, make investments, make certain restricted payments, transact with affiliates, and sell assets. The Credit Agreement also requires us and our subsidiaries to maintain a senior secured net leverage ratio as of the last day of each fiscal quarter of less of than or equal to 3.50 to 1.00. The Credit Agreement contains customary events of default that include, among other things, payment defaults, cross defaults with certain other indebtedness, violation of covenants, inaccuracy of representations and warranties in any material respect, change in control of us and the Borrower, judgment defaults, and bankruptcy and insolvency events. If an event of default exists, the lenders may require the immediate payment of all Obligations, as defined in the Credit Agreement, and may exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. The acceleration of such obligations is automatic upon the occurrence of a bankruptcy and insolvency event of default. We were in compliance with all covenants at December 30, 2017.

The aggregate consideration paid by us to the former Rofin stockholders in the first quarter of fiscal 2017 was approximately $904.5 million, excluding related transaction fees and expenses. We also paid $15.3 million due to the cancellation of options held by employees of Rofin. We paid $5.2 million of debt issuance costs in fiscal 2016 and incurred approximately $26.4 million of debt issuance costs in fiscal 2017. In fiscal 2017,2020, we made debt principal payments ~~$178.1 million, including voluntary prepayments~~ of ~~$170.7~~$7.5 million, recorded interest expense on the Euro Term Loan of ~~$23.5~~$12.3 million and recorded ~~$7.2~~$3.3 million amortization of debt issuance ~~costs and~~costs. In fiscal 2020, we recorded interest expense related to our Revolving Credit Facility of ~~$2.7 million for the commitment of the Euro Term Loan.~~ $0.6 million.

In the first ~~three~~six months of fiscal ~~2018,~~2021, we made debt principal payments ~~$90.0 million, including voluntary prepayments~~ of ~~$88.0~~$4.0 million, recorded interest expense on the Euro Term Loan of ~~$4.6~~$6.5 million and recorded ~~$3.8~~$1.7 million amortization of debt issuance costs. In the first six months of fiscal 2021, we recorded interest expense related to our Revolving Credit Facility of $0.2 million.

On ~~February 6,~~March 25, 2021, we paid a termination fee of $217.6 million to Lumentum.

On October 28, 2018, our board of directors authorized a ~~buyback~~stock repurchase program authorizing the Company to repurchase up to ~~$100~~$250.0 million of our common stock ~~from time~~through December 31, 2019, with a limit of no more than $75.0 million per quarter. During fiscal 2019, we repurchased and retired 603,828 shares of outstanding common stock under this program at an average price of $128.20 per share for a total of $77.4 million. We made no repurchases under the program during fiscal 2020 and the program expired on December 31, 2019. On February 5, 2020, our board of directors authorized a stock repurchase program authorizing the Company to ~~time~~repurchase up to $100.0 million of our common stock through January 31, ~~2019.~~2021. We made no repurchases under the program, which expired January 31, 2021. See Note ~~19, "Subsequent Event"~~14, "Stock Repurchases" in the Notes to Condensed Consolidated Financial Statements.

On December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, to be drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. As of April 3, 2021, no amounts have been withdrawn under this loan facility. On April 26, 2021, we drew down 10 million Euros against the loan agreement.

Additional sources of cash available to us, in addition to the amounts available under the Revolving Credit Facility, were international currency lines of credit and bank credit facilities totaling ~~$29.2~~$16.0 million as of ~~December 30, 2017,~~April 3, 2021, of which ~~$21.4~~$14.3 million was unused and available. These unsecured international credit facilities were used in Europe ~~and Japan~~ during the first ~~three~~six months of fiscal ~~2018.~~2021. As of ~~December 30, 2017,~~April 3, 2021, we had utilized ~~$6.0~~$1.7 million of the international credit facilities as guarantees in ~~Europe and $1.8 million as short-term borrowings in Japan.~~Europe.

Our ratio of current assets to current liabilities ~~was~~decreased to 3.2:1 at ~~December 30, 2017~~April 3, 2021 compared to ~~3.1:~~4.5:1 at ~~September 30, 2017.~~October 3, 2020. The ~~increase~~decrease in our ratio iswas primarily due to lower ~~deferred income partially offset by lower~~ cash and ~~cash equivalents.~~cash-equivalents, higher other current liabilities and higher accounts payable. Our cash and cash equivalents, short-term investments and working capital are as follows:


	April 3, 2021		October 3, 2020
	(in thousands)
Cash and cash equivalents	$	353,049	$	440,258
Short-term investments	15,128		35,346
Working capital	752,462		943,606

December 30, 2017 September 30, 2017
(in thousands)
Cash and cash equivalents $ 385,735
$ 443,066
Short-term investments 37,711
32,510
Working capital 858,866
892,519

Table of Conten t s

Contractual Obligations and Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as defined under Regulation S-K of the Securities Act of 1933. Information regarding our ~~operating lease payments, asset retirement obligations, long-term debt payments, pension obligations, purchase commitments with suppliers and purchase~~contractual obligations is provided in Item 7 ~~“Management’s~~"Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations" of our Annual Report on Form 10-K for the fiscal year ended ~~September 30, 2017.~~October 3, 2020. There have been no material changes in contractual obligations outside of the ordinary course of business since ~~September 30, 2017.~~October 3, 2020. Information regarding our other financial commitments at ~~December 30, 2017~~April 3, 2021 is provided in the ~~notes~~Notes to ~~the condensed consolidated financial statements~~Condensed Consolidated Financial Statements in this report.

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Changes in Financial Condition

Cash ~~provided by~~used in operating activities during the first ~~three~~six months of fiscal ~~2018~~2021 was ~~$65.0~~$68.3 million, which included net ~~income~~loss of ~~$41.9~~$158.1 million ~~depreciation~~ and ~~amortization of $31.5 million, stock-based compensation expense of $7.1 million,~~ net ~~decreases~~increases in deferred tax assets of ~~$13.1~~$43.6 million ~~non-cash restructuring charges of $0.4 million and $0.4 million other~~ partially offset by cash ~~used~~provided by operating assets and liabilities of ~~$29.4~~$70.5 million (primarily ~~decreases in deferred~~higher accounts payable, lower inventories, higher accrued payroll and higher income ~~and increases in inventories~~taxes payable net of higher ~~income taxes payable).~~accounts receivable), depreciation and amortization of $26.7 million, stock-based compensation expense of $21.3 million, amortization of operating ROU assets of $8.9 million, non-cash restructuring charges of $4.1 million and amortization of debt issuance cost of $1.7 million. Cash provided by operating activities during the first ~~three~~six months of fiscal ~~2017~~2020 was ~~$82.6~~$105.8 million, which included ~~net income~~non-cash goodwill and other impairment charges of ~~$30.4~~$451.0 million, depreciation and amortization of $50.2 million, stock-based compensation expense of $16.7 million, cash provided by operating assets and liabilities of ~~$25.6~~$12.0 million (primarily ~~increases in deferred~~lower accounts receivable and higher accounts payable net of lower income ~~offset decreases in accrued payroll)~~taxes payable, lower inventories, payments made for lease liabilities and higher prepaid assets), ~~depreciation and~~ amortization of ~~$21.7~~operating ROU assets of $8.1 million, amortization of debt issuance cost of $1.6 million and non-cash restructuring charges of ~~$4.4~~$1.5 million ~~stock-based compensation expense~~partially offset by a net loss of ~~$5.5~~$413.1 million and net ~~decreases~~increases in deferred tax assets of ~~$1.3 million and $0.5 million other partially offset by the $5.4 million gain on business combination and $1.3 million net cash flows used by discontinued operations.~~$24.6 million. .

Cash used in investing activities during the first ~~three~~six months of fiscal ~~2018~~2021 was ~~$3.8~~$14.9 million, which included ~~$23.7~~$35.1 million, net of proceeds from dispositions, used to acquire property and equipment and purchase and upgrade buildings ~~net of proceeds from dispositions and $5.2 million net purchases of available-for-sale securities~~ partially offset by ~~$25.0~~$20.2 million ~~proceeds from the sale~~net maturities of ~~discontinued operations.~~available-for-sale securities. Cash used in investing activities during the first ~~three~~six months of fiscal ~~2017~~2020 was ~~$730.8~~$34.5 million, which included ~~$740.5~~$34.5 million, net of ~~cash acquired to purchase Rofin, $15.3 million~~proceeds from dispositions, used to acquire property and equipment and purchase and upgrade ~~buildings, net of proceeds from dispositions partially offset by $25.1 million net sales of available-for-sale securities.~~buildings.

Cash used in financing activities during the first ~~three~~six months of fiscal ~~2018~~2021 was ~~$119.4~~$8.5 million, which included ~~$88.6~~$9.3 million ~~net debt payments and $35.6 million~~in outflows due to net settlement of restricted stock units and $5.2 million net debt payments partially offset by ~~$4.9~~$5.9 million generated from our employee stock purchase plan. Cash used in financing activities during the first six months of fiscal 2020 was $11.2 million, which included $13.3 million in outflows due to net settlement of restricted stock units and $4.8 million net debt payments partially offset by $6.8 million generated from our employee stock option and purchase plans. Cash provided by financing activities during the first three months of fiscal 2017 was $681.3 million, which included $718.5 million net borrowings and $3.9 million generated from our employee stock option and purchase plans partially offset by $25.8 million debt issuance costs and $15.3 million outflows due to net settlement of restricted stock units.

Changes in exchange rates during the first ~~three~~six months of fiscal ~~2018~~2021 resulted in an increase in cash balances of ~~$0.9~~$5.3 million.Changes in exchange rates during the first ~~three~~six months of fiscal ~~2017~~2020 resulted in a decrease in cash balances of ~~$13.5~~$4.4 million.

RECENT ACCOUNTING STANDARDS

See Note 2, ~~“Recent~~"Recent Accounting ~~Standards”~~Standards" in the Notes to Condensed Consolidated Financial Statements for a full description of recent accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our condensed consolidated financial position, results of operations and cash flows.

Table of ~~Contents~~Conten t s

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk disclosures

We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes.

Interest rate sensitivity

A portion of our investment portfolio is composed of fixed income securities. These securities are subject to interest rate risk and will fall in value if market interest rates increase. If market interest rates were to increase immediately (whether due to changes in overall market rates or credit worthiness of the issuers of our individual securities) and uniformly by 10% from levels at ~~December 30, 2017,~~April 3, 2021, the fair value of the portfolio, based on quoted market prices in active markets involving similar assets, would decline by an immaterial amount due to their short-term maturities. We have the ability to generally hold our fixed income investments until maturity and therefore we would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest rates on our securities portfolio. If necessary, we may sell short-term investments prior to maturity to meet our liquidity needs.

At ~~December 30, 2017,~~April 3, 2021, the fair value of our available-for-sale debt securities was ~~$62.7~~$15.1 million, ~~$25.0 million~~all of which was classified ~~as cash and cash equivalents and $37.7 million of which was classified as~~ short-term investments. ~~There were nogross~~Gross unrealized gains ~~and losses~~ on available-for-sale debt securities were $0.0 million at ~~December 30, 2017.~~April 3, 2021.

We are exposed to market risks related to fluctuations in interest rates related to our Euro Term Loan. As of ~~December 30, 2017,~~April 3, 2021, we owed ~~$517.5~~$417.9 million on this loan with an interest rate of 3.0%. as of April 3, 2021. We performed a sensitivity analysis on the outstanding portion of our debt obligation as of ~~December 30, 2017.~~April 3, 2021. Should the current average interest rate increase or decrease by 10%, the resulting annual increase or decrease to interest expense would be approximately ~~$1.5~~$1.2 million as of ~~December 30, 2017.~~April 3, 2021.

Foreign currency exchange risk

We maintain operations in various countries outside of the United States and have foreign subsidiaries that manufacture and sell our products in various global markets. The majority of our sales are transacted in U.S. dollars. However, we do generate revenues in other currencies, primarily the Euro, the Japanese Yen, the South Korean Won, the Singapore Dollar and the Chinese Renminbi. Additionally we have operations in different countries around the world with costs incurred in the foregoing currencies and in other local currencies, such as British Pound Sterling, ~~Singapore Dollars~~Malaysian Ringgit, Swiss Franc, Taiwan Dollar, Swedish Krona, Canadian Dollar and ~~Malaysian Ringgit.~~Vietnamese Dong. As a result, our earnings, cash flows and cash balances are exposed to fluctuations in foreign currency exchange rates. For example, because of our significant manufacturing operations in Europe and resulting expenses and costs, a weakening Euro is advantageous and a strengthening Euro is disadvantageous to our financial results. We attempt to limit these exposures through financial market instruments. We utilize derivative instruments, primarily forward contracts with maturities of two months or less, to manage our exposure associated with ~~anticipated cash flows and~~ net asset and liability positions denominated in foreign currencies. Gains and losses on the forward contracts are mitigated by gains and losses on the underlying instruments. We do not use derivative financial instruments for trading purposes.

On occasion, we enter into currency forward exchange contracts to hedge specific anticipated foreign currency denominated transactions generally expected to occur within the next 12 months. These cash flow hedges are designated for hedge accounting treatment and gains and losses on these contracts are recorded in accumulated other comprehensive income in stockholder's equity and reclassified into earnings at the time that the related transactions being hedged are recognized in earnings. See Note 6, "Derivative Instruments and Hedging Activities" in the Notes to Condensed Consolidated Financial Statements.

We do not anticipate any material adverse effect on our condensed consolidated financial position, results of operations or cash flows resulting from the use of these instruments. There can be no assurance that these strategies will be effective or that transaction losses can be minimized or forecasted accurately. While we model currency valuations and fluctuations, these may not ultimately be accurate. If a financial counterparty to any of our hedging arrangements experiences financial difficulties or is otherwise unable to honor the terms of the foreign currency hedge, we may experience material financial losses. In the current economic environment, the risk of failure of a financial party remains high.

At December 30, 2017, approximately $273.4 million of our cash, cash equivalents and short-term investments were held outside the U.S. in certain of our foreign operations, $231.0 million of which was denominated in currencies other than the U.S. dollar.

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A hypothetical 10% change in foreign currency rates on our forward contracts would not have a material impact on our results of operations, cash flows or financial position. For example, a 10% change in the Euro as of April 3, 2021 would amount to less than a 0.7% change on our consolidated balance sheet.

At April 3, 2021, approximately $291.7 million of our cash, cash equivalents and short-term investments were held outside the U.S. in certain of our foreign operations, $273.8 million of which was denominated in currencies other than the U.S. dollar.

~~The following table provides information about~~See Note 7, "Derivative Instruments and Hedging Activities" in Notes to Condensed Consolidated Financial Statements for further discussion of our foreign exchange forward contracts at December 30, 2017. The table presents the weighted average contractual foreign currency exchange rates, the value of the contracts in U.S. dollars at the contract exchange rate as of the contract maturity datederivatives and ~~fair value. The U.S. fair value represents the fair value of the contracts valued at December 30, 2017 rates.~~hedging activities.

~~Forward contracts to sell (buy) foreign currencies for U.S. dollars (in thousands, except contract rates):~~

Average Contract
Rate

U.S. Notional
Contract Value

U.S.
Fair Value
Non-Designated - For US Dollars
Euro 1.1962
$ (82,784 ) $ 713
Japanese Yen 110.9611
$ 10,818
$ (224 )
British Pound 1.3307
$ 1,219
$ 7
South Korean Won 1,067.7051
$ 20,141
$ (222 )
Chinese Renminbi 6.6230
$ 15,138
$ 97
Singapore Dollar 1.3439
$ (9,562 ) $ (2 )
Malaysian Ringgit 4.1053
$ 858
$ 5

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ITEM 4. CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

We have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as of ~~December 30, 2017~~ (“April 3, 2021 ("Evaluation ~~Date”~~Date"). The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There ~~has been~~were no ~~change~~changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the three months ended ~~December 30, 2017. We continue to integrate Rofin into our systems and control environment as of December 30, 2017.~~April 3, 2021.

Inherent Limitations over Internal Control

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles ("GAAP"). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:


~~(i)~~	~~pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;~~


~~(ii)~~	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


~~(iii)~~	~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.~~

Management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 1113, "Commitments and Contingencies" in the Notes to ~~our condensed consolidated financial statements~~Condensed Consolidated Financial Statements in Part I, Item 1 of this report and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

RISK FACTORS

You should carefully consider the followings risks when considering an investment in our ~~Common Stock.~~common stock. These risks could materially affect our business, results of operations or financial condition, cause the trading price of our ~~Common Stock~~common stock to decline materially or cause our actual results to differ materially from those expected or those expressed in any forward-looking statements made by us. These risks are not exclusive, and additional risks to which we are subject include, but are not limited to, the factors mentioned under ~~“Forward-Looking Statements”~~"Forward-Looking Statements" of our Annual Report on Form 10-K for the fiscal year ended ~~September 30, 2017~~October 3, 2020 and the ~~risk of our businesses~~risks described elsewhere in this quarterly report. Additionally, these risks and uncertainties described herein are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our business, results of operations or financial condition.

RISKS RELATED TO ~~THE MERGER WITH ROFIN~~OUR PROPOSED ACQUISITION BY II-VI

Our proposed acquisition may be delayed or not occur at all for a variety of reasons, including the possibility that the II-VI Merger Agreement is terminated prior to the consummation of the acquisition, which, under certain conditions, could result in an additional termination fee being payable by us.

On March 25, 2021, we entered into the II-VI Merger Agreement, pursuant to which we agreed to be acquired for $220.00 in cash per Coherent share and 0.91 of a share of II-VI common stock per Coherent share.

Completion of the Merger is subject to customary closing conditions, including (i) the absence of certain legal impediments, (ii) the expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) regulatory approvals in other applicable jurisdictions, including China, South Korea and Germany, (iv) the effectiveness of a registration statement on Form S-4 registering the shares of II-VI common stock to be issued in connection with the Merger and (v) approvals by the stockholders of II-VI and Coherent. Many of the conditions to completion of the Merger are not within either our or II-VI’s control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable). The II-VI Merger Agreement contains customary mutual termination rights for us and II-VI, including if the Merger is not completed by December 25, 2021 (subject to automatic extension first to March 25, 2022, then to June 25, 2022 and finally to September 25, 2022, in each case, to the extent the regulatory closing conditions remain outstanding).

The II-VI Merger Agreement also contains customary termination rights for the benefit of each party, including (i) if the board of directors of the other party changes its recommendation, (ii) if the board of directors of the other party authorizes entry into a definitive agreement relating to a superior proposal, and (iii) if the other party breaches its representations, warranties or covenants under the II-VI Merger Agreement in a way that would result in a failure of the other party’s condition to closing being satisfied (subject to certain procedures and cure periods).

In light of the foregoing, the Merger may not be completed or may not be completed as quickly as expected.

Failure to complete the Merger could adversely affect our business and the market price of our common stock in a number of ways, including:

•the market price of our common stock may decline to the extent that the current market price reflects an assumption that the Merger will be consummated;

•if the II-VI Merger Agreement is terminated under certain circumstances specified in the II-VI Merger Agreement (including termination by us to accept a superior proposal), we may be required to pay II-VI either (a) a termination fee of $108.8 million or (b) $25 million to cover II-VI's costs and expenses in connection with the II-VI Merger Agreement;

•we paid a termination fee of $217.6 million to Lumentum in connection with the termination of the Amended Lumentum Agreement for which we will have received little or no benefit if the Merger is not consummated;

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•we have incurred, and will continue to incur, significant expenses for professional services in connection with the Merger for which we will have received little or no benefit if the Merger is not consummated; and

•failure to consummate the Merger may result in negative publicity and/or give a negative impression of us in the investment community or business community generally.

The Merger could divert management’s attention, disrupt our relationships with third parties and employees and result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.

We have expended, and continue to expend, significant management time and resources in an effort to complete the Merger, which may have a negative impact on our ongoing business. Uncertainty regarding the outcome of the Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, vendors, landlords and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than us. Uncertainty regarding the outcome of the Merger could also adversely affect our ability to recruit and retain key personnel and other employees. The pendency of the Merger may also result in negative publicity and a negative impression of us in the financial markets, and may result in potential litigation against us and our directors and officers. Such litigation may be distracting to management and may require us to incur significant costs. Such litigation could result in the Merger being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the Merger from becoming effective. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.

While the II-VI Merger Agreement is in effect, we are subject to certain interim covenants.

While the II-VI Merger Agreement is in effect, we are subject to customary interim operating covenants and must generally operate our business in the ordinary course, subject to certain exceptions. These restrictions could prevent us from pursuing certain business opportunities that may arise prior to the consummation of the Merger. The interim operating covenants require us to obtain II-VI’s consent (such consent not to be unreasonably conditioned, withheld or delayed) prior to taking certain actions, which requirement could significantly impact Coherent’s operating results and ongoing business.

After the Merger, our stockholders will have a significantly lower ownership and voting interest in II-VI than they

currently have in Coherent and will exercise less influence over management.

Coherent and II-VI estimate that, as of immediately following completion of the Merger, holders of Coherent common stock immediately prior to the Merger will hold approximately 15% of the combined company (based on fully diluted shares outstanding of the combined company as of April 30, 2021). Consequently, former Coherent stockholders will have less influence over the management and policies of II-VI than they currently have over the management and policies of Coherent.

The rights of our stockholders will change as a result of the Merger.

The rights of Coherent stockholders are governed by Delaware law and by the charter and bylaws of Coherent. As a result of the Merger, Coherent stockholders will become holders of II-VI common stock, and their rights will be governed by Pennsylvania law and the charter and bylaws of II-VI. Coherent stockholders will therefore have different rights once they become holders of common stock of II-VI due to differences in governing law and between the Coherent governing documents and the II-VI governing documents.

After completion of the Merger, II-VI may fail to realize the anticipated benefits and cost savings of the Merger,

which could adversely affect the value of II-VI common stock.

The success of the Merger will depend, in part, on II-VI’s ability to realize the anticipated benefits and cost savings from combining the businesses of II-VI and Coherent. The anticipated benefits and cost savings of the Merger may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. The integration process may, for us and II-VI, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. There could be potential unknown liabilities and

unforeseen expenses associated with the Merger that were not discovered in the course of performing due diligence.

Additionally, the integration will require significant time and focus from management following the acquisition which may

disrupt the business of the combined company.

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RISKS RELATED TO COVID-19 PANDEMIC

Our business, financial condition and results of operations may continue to be materially adversely affected by the COVID-19 pandemic and the related private and public sector responses to the pandemic.

The full extent to which the COVID-19 pandemic will impact our financial condition and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including COVID-19 infections intensifying or returning in various geographic areas as is currently happening in Europe and the United States, new medical and other information that may emerge concerning COVID-19, and the actions by governmental entities or others to address it, contain it or treat its impact.

COVID-19 poses the risk that we or our employees, suppliers, distributors, customers and others may be restricted or prevented from conducting business activities for indefinite or intermittent periods of time, including as a result of employee health and safety concerns, shutdowns, shelter-in-place ("SiP") orders, travel restrictions and other actions and restrictions that may be prudent or required by governmental authorities. Even after governmental entities have lifted SiP orders, there is a risk that such orders will be reinstated, making it difficult to predict the long-term financial impact of this virus on the Company. Examples of this have been seen across the globe, including most recently in the actions by several European governments.

To date, many (but not all) of our business operations and those of our suppliers, distributors and customers have been classified as essential or otherwise permitted to operate in jurisdictions in which facility closures have been mandated; however, we can give no assurance that this will not change in the future or that we, our suppliers, distributors and customers will continue to be permitted to conduct business in each of the jurisdictions in which we operate.

In addition, we have modified our business practices for the continued health and safety of our employees - including, among other things, implementing a remote work policy to the fullest extent possible, a limited travel policy, the distribution of and mandatory wearing of personal protection equipment, reorganizing and adjusting the timing of manufacturing personnel shifts, temperature monitoring for entering our facilities, and a social distancing policy - and we may take further actions, or be required to take further actions, that are in the best interests of our employees. Our suppliers, distributors and customers have also implemented such measures, which has resulted in, and we expect it will continue to result in, disruptions or delays and higher costs. The implementation of health and safety practices by us or our suppliers, distributors or customers could impact customer demand, supplier deliveries, our productivity, and costs, which could have a material adverse impact on our business, financial condition and results of operations.

While we currently believe we have sufficient liquidity to manage the financial impact of the COVID-19 pandemic, we can give no assurance that this will continue to be the case if the pandemic is prolonged or if there is an extended impact on us or the economy generally. Further, the pandemic has caused significant uncertainty and volatility in the credit markets. If our liquidity or access to capital becomes significantly constrained, or if costs of capital increase significantly as result of volatility in the capital markets, a reduction in our creditworthiness or other factors, then our financial condition, results of operations and cash flows could be materially adversely affected.

We have invested and will continue to invest significant time and resources in managing the impact of the COVID-19 pandemic on our business. Our focus on managing and mitigating such impact may cause us to divert or delay the application of resources toward existing or new initiatives or investments, which could have a material adverse impact on our results of operations.

Please refer to "Coronavirus pandemic (COVID-19)" under "Significant Events" in "Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations" for additional discussion of the risks related to the COVID-19 pandemic and its impact on the Company.

COMPANY AND OPERATIONAL RISKS

Our operating results and stock price have varied in the past and will continue to be subject to fluctuations in the future based upon numerous factors, including those discussed in this Item 1A and throughout this report.

Our operating results, including net sales, operating expenses, net income (loss) and adjusted EBITDA in dollars and as a percentage of net sales, as well as our stock price, have varied in the past and may vary significantly from quarter to quarter and from year to year in the future. We believe a number of factors, many of which are outside of our control, could cause these variations and make them difficult to predict, including:

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•general economic uncertainties in the macroeconomic and local economies facing us, our customers and the markets we serve, particularly as COVID-19 continues to adversely affect the global economy;

•impact of government economic policies on macroeconomic conditions, such as recently instituted, proposed or threatened changes in trade policies by the U.S. and any corresponding retaliatory actions by affected countries, in particular with respect to China, as well as trade restrictions instituted by the Japanese government affecting the export to South Korea of certain products and materials used in the manufacture of flat panel displays and in the semiconductor industry;

•fluctuations in demand for our products or downturns in the industries that we serve, particularly the continued build-out of "phase 2" of the capacity for the manufacture of OLED and the increased use of the installed base of our products in such manufacturing;

•the ability of our suppliers, both internal and external, to produce and deliver components and parts, including sole or limited source components, in a timely manner, in the quantity, quality and prices desired;

•the timing of receipt of bookings and the timing of and our ability to ultimately convert bookings to net sales;

•the concentration of a significant amount of our backlog, and resultant net sales, with a few customers in the Microelectronics market;

•rescheduling of shipments or cancellation of orders by our customers;

•fluctuations in our product mix;

•the ability of our customers' other suppliers to provide sufficient material to support our customers' products;

•currency fluctuations and stability, in particular the Euro, the Japanese Yen, the South Korean Won, the Chinese RMB and the U.S. Dollar as compared to other currencies;

•commodity pricing;

•interpretation and impact of the U.S. Tax Cuts and Jobs Act and the Coronavirus Aid, Relief, and Economic Security Act and any additional related newly enacted laws;

•introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricing pressures and other competitive factors;

•the increasing focus by companies in China to vertically integrate and consolidate their supply chains fully with products manufactured in China;

•our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;

•our ability to manage our manufacturing capacity across our diverse product lines and that of our suppliers, including our ability to successfully expand our manufacturing capacity in various locations around the world;

•our ability to successfully and fully integrate acquisitions into our operations and management;

•our ability to successfully internally transfer the manufacturing of products and related operations as part of our integration and internal reorganization efforts and to realize anticipated benefits (including savings) therefrom;

•our reliance on contract manufacturing;

•our reliance in part upon the ability of our OEM customers to develop and sell systems that incorporate our laser products;

•our customers' ability to manage their susceptibility to adverse economic conditions;

•the rate of market acceptance of our new products;

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•the ability of our customers to pay for our products;

•expenses associated with acquisition-related activities, including the costs of acquiring businesses or technologies;

•seasonal sales trends;

•jurisdictional capital and currency controls negatively impacting our ability to move funds from or to an applicable jurisdiction;

•access to applicable credit markets by us, our customers and their end customers;

•delays or reductions in customer purchases of our products in anticipation of the introduction of new and enhanced products by us or our competitors;

•our ability to control expenses;

•the level of capital spending of our customers;

•potential excess and/or obsolescence of our inventory;

•costs and timing of adhering to current and developing governmental regulations and reviews relating to our products and business, including import and export regulations in multiple jurisdictions;

•impairment of goodwill, intangible assets and other long-lived assets;

•our ability to meet our expectations and forecasts and those of public market analysts and investors;

•the availability of research funding by governments with regard to our customers in the scientific business, such as universities;

•continued government spending on defense-related and scientific research projects where we are a vendor directly or as a subcontractor;

•maintenance of supply relating to products sold to the government on terms which we would prefer not to accept;

•changes in policy, interpretations, or challenges to the allowability of costs incurred under government cost accounting standards;

•changes in the method of determining the London Interbank Offered Rate ("LIBOR"), the Euro Interbank Offered Rate ("EURIBOR"), or the replacement of LIBOR or EURIBOR with an alternative reference rate, may adversely affect interest rates on our outstanding variable rate indebtedness;

•our ability and the ability of our contractual counterparts to comply with the terms of our contracts;

•damage to our reputation as a result of coverage in social media, Internet blogs or other media outlets;

•managing our and other parties' compliance with contracts in multiple languages and jurisdictions;

•managing our internal and third-party sales representatives and distributors, including compliance with all applicable laws;

•costs, expenses and damages arising from litigation;

•the impact of market fluctuations on assets and liabilities in our deferred compensation plans;

•costs associated with designing around or payment of licensing fees associated with issued patents in our fields of business;

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•individual employees intentionally or negligently failing to comply with our internal controls;

•government support of alternative energy industries, such as solar;

•negative impacts related to the United Kingdom's withdrawal from the European Union, or "Brexit" including uncertainties regarding the terms of applicable trade treaties between the United Kingdom and other countries, particularly with regard to any potential negative effects on our sales from our Glasgow, Scotland facility to other jurisdictions and purchases of supplies from outside the United Kingdom by such facility;

•negative impacts related to the recent independence movement in Catalonia, Spain, particularly with regard to holding and operating some of our foreign entities in an efficient manner from a tax, business and legal perspective;

•negative impacts related to government instability in any jurisdiction in which we operate;

•the future impact of legislation, rulemaking, and changes in accounting, tax, defense procurement and export policies; and

•distraction of management related to acquisition, integration or divestment activities.

In addition, we often recognize a substantial portion of our sales in the last month of our fiscal quarters. Our expenses for any given quarter are typically based on expected sales, and if sales are below expectations in any given quarter, the adverse impact of the shortfall on our operating results may be magnified by our inability to adjust spending quickly enough to compensate for the shortfall. We also base our manufacturing on our forecasted product mix for the quarter. If the actual product mix varies significantly from our forecast, we may not be able to fill some orders during that quarter, which would result in delays in the shipment of our products. Accordingly, variations in timing of sales, particularly for our higher priced, higher margin products, can cause significant fluctuations in quarterly operating results.

Due to these and other factors, we believe that quarter-to-quarter and year-to-year comparisons of our historical operating results may not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Our operating results in future quarters and years may be below public market analysts' or investors' expectations, which would likely cause the price of our stock to fall. In addition, over the past several years, U.S. and global equity markets have experienced significant price and volume fluctuations that have affected the stock prices of many technology companies both in and outside our industry, and the ongoing COVID-19 pandemic could exacerbate such fluctuations. There has not always been a direct correlation between this volatility and the performance of particular companies subject to these stock price fluctuations. These factors, as well as general economic and political conditions or investors' concerns regarding the credibility of corporate financial statements, may have a material adverse effect on the market price of our stock in the future.

We depend on sole source or limited source suppliers, as well as on our own production capabilities, for some of the key components and materials, including exotic materials, certain cutting-edge optics and crystals, used in our products, which makes us susceptible to supply shortages or price fluctuations that could adversely affect our business, particularly our ability to meet our customers'delivery requirements.

We currently purchase several key components and materials used in the manufacture of our products from sole source or limited source suppliers. From time-to-time our customers require us to ramp up production and/or accelerate delivery schedules of our products, and our key suppliers may not have the ability to increase their production in line with our customers' demands. This can become acute during times of high growth in our customers' businesses. Our failure to timely receive these key components and materials would likely cause delays in the shipment of our products, which would likely negatively impact both our customers and our business. Some of these suppliers are relatively small private companies that may discontinue their operations at any time and may be particularly susceptible to prevailing economic conditions. Some of our suppliers are located in regions susceptible to natural and man-made disasters, such as Thailand which has experienced severe flooding, Japan which has experienced earthquakes, tsunamis and a resulting nuclear disaster, and the Eastern part of the United States and California which have experienced severe flooding, wildfires and/or power loss. In addition, our suppliers have been adversely affected by the COVID-19 pandemic and the related imposition of government restrictions to mitigate the spread of the virus. We typically purchase our components and materials through purchase orders or agreed upon terms and conditions, and we do not have guaranteed supply arrangements with many of these suppliers. For certain long-lead time supplies or in order to lock-in pricing, we may be obligated to place non-cancellable purchase orders or otherwise assume liability for a large amount of the ordered supplies, which limits our ability to adjust down our inventory liability in the event of market downturns or other customer cancellations or rescheduling of their purchase orders for our products.

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Some of our products, particularly in the flat panel display industry, require designs and specifications that are at the cutting-edge of available technologies and change frequently to meet rapidly evolving market demands. By their very nature, the types of components used in such products can be difficult and unpredictable to manufacture and may only be available from a single supplier, which increases the risk that we may not obtain such components in a timely manner. Identifying alternative sources of supply for certain components could be difficult and costly, result in management distraction in assisting our current and future suppliers to meet our and our customers' technical requirements, and cause delays in shipments of our products while we identify, evaluate and test the products of alternative suppliers. Any such delay in shipment would result in a delay or cancellation of our ability to convert such order into revenues. Furthermore, financial or other difficulties faced by these suppliers or significant changes in demand for these components or materials could limit their availability. We continue to consolidate our supply base and move supplier locations. When we transition locations, we may increase our inventory of such products as a "safety stock" during the transition, which may cause the amount of inventory reflected on our balance sheet to increase. Additionally, many of our customers rely on sole source suppliers. In the event of a disruption of our customers' supply chain, orders from our customers could decrease or be delayed.

Like most other multinational companies, we are also highly dependent upon the ability to ship products to customers and to receive shipments of supplies from suppliers. The COVID-19 pandemic and resulting government policies have resulted in variable limitations on our ability to receive supplies and ship our products to customers. In the event of a disruption in the worldwide or regional shipping infrastructure, our access to supplies and our ability to deliver products to customers would correspondingly be negatively impacted. Any such disruption would likely materially and adversely affect our operating results and financial condition.

Any interruption or delay in the supply of any of these components or materials, or the inability to obtain these components and materials from alternate sources at acceptable prices and within a reasonable amount of time, or our failure to properly manage these moves, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders. Furthermore, we have historically relied exclusively on our own production capability to manufacture certain strategic components, crystals, semiconductor lasers, fiber, lasers and laser-based systems. We also manufacture certain large format optics. Because we manufacture, package and test these components, products and systems at our own facilities, and such components, products and systems are not readily available from other sources, any interruption in manufacturing would adversely affect our business. Since many of our products have lengthy qualification periods, our ability to introduce multiple suppliers for parts may be limited. In addition, our failure to achieve adequate manufacturing yields of these items at our manufacturing facilities may materially and adversely affect our operating results and financial condition.

We participate in the microelectronics market, which requires significant research and development expenses to develop and maintain products and a failure to achieve market acceptance for our products could have a significant negative impact on our business and results of operations.

The microelectronics market is characterized by rapid technological change, frequent product introductions, the volatility of product supply and demand, changing customer requirements and evolving industry standards. The nature of this market requires significant research and development expenses to participate, with substantial resources invested in advance of material sales of our products to our customers in this market. Additionally, our product offerings may become obsolete given the frequent introduction of alternative technologies. In the event either our customers' or our products fail to gain market acceptance, or the microelectronics market fails to grow, it would likely have a significant negative effect on our business and results of operations.

We participate in the flat panel display market, which has a relatively limited number of end customer manufacturers. Our backlog, timing of net sales and results of operations could be negatively impacted in the event we face any significant periods with few or no orders or our customers reschedule or cancel orders.

In the flat panel display market, it is unclear when the timing will be, or whether it will occur at all, for any further build-out of fabs for the manufacture of OLED screens, and there are a relatively limited number of manufacturers who are the end customers for our annealing products. In the second quarter of fiscal 2021, Advanced Process Systems Corporation, an integrator in the flat panel display market based in South Korea, contributed more than 10% of our revenue. Given macroeconomic conditions, varying consumer demand and technical process limitations at manufacturers, we may see fluctuations in orders, including periods with no or few orders, and our customers may seek to reschedule or cancel orders. For example, in the fourth quarter of fiscal 2018, a customer requested a change of delivery date resulting in a significant order being rescheduled from the first to the second quarter of fiscal 2019. In addition, in the first quarter of fiscal 2019, one customer cancelled three purchase orders which included backlog shippable within 12 months of $38.2 million as well as some additional orders which were unscheduled.

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These larger flat panel-related systems have large average selling prices. Any significant periods with few or no orders or any rescheduling or canceling of such orders by our customers will likely have a significant impact on our quarterly or annual net sales and results of operations and could negatively impact inventory values and backlog. Additionally, challenges in meeting evolving technological requirements for these complex products by us and our suppliers could result in delays in shipments and rescheduled or cancelled orders by our customers. This could negatively impact our backlog, timing of net sales and results of operations.

Some of our laser systems are complex in design and may contain defects that are not detected until deployed by our customers, which could increase our costs and reduce our net sales.

Lasers and laser systems are inherently complex in design and require ongoing regular maintenance. The manufacture of our lasers, laser products and laser systems involves a highly complex and precise process. As a result of the technological complexity of our products, in particular our excimer laser annealing tools used in the flat panel display market, changes in our or our suppliers' manufacturing processes or the inadvertent use of defective materials by us or our suppliers could result in a material adverse effect on our ability to achieve acceptable manufacturing yields and product reliability. To the extent that we do not achieve and maintain our projected yields or product reliability, our business, operating results, financial condition and customer relationships would be adversely affected. We provide warranties on a majority of our product sales, and reserves for estimated warranty costs are recorded during the period of sale. The determination of such reserves requires us to make estimates of failure rates and expected costs to repair or replace the products under warranty. We typically establish warranty reserves based on historical warranty costs for each product line. If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods which could have an adverse effect on our results of operations.

Our customers may discover defects in our products after the products have been fully deployed and operated, including under the end user's peak stress conditions. In addition, some of our products are combined with products from other vendors, which may contain defects. As a result, should problems occur, it may be difficult to identify the source of the problem. If we are unable to identify and fix defects or other problems, we could experience, among other things:

•loss of customers or orders;

•increased costs of product returns and warranty expenses;

•damage to our brand reputation;

•failure to attract new customers or achieve market acceptance;

•diversion of development, engineering and manufacturing resources; and

•legal actions by our customers and/or their end users.

The occurrence of any one or more of the foregoing factors could seriously harm our business, financial condition and results of operations.

Continued volatility in the advanced packaging and semiconductor manufacturing markets could adversely affect our business, financial condition and results of operations.

A portion of our net sales in the microelectronics market depends on the demand for our products by advanced packaging applications and semiconductor equipment companies. These markets have historically been characterized by sudden and severe cyclical variations in product supply and demand, which have often severely affected the demand for semiconductor manufacturing equipment, including laser-based tools and systems. The timing, severity and duration of these market cycles are difficult to predict, especially during the ongoing COVID-19 pandemic, and we may not be able to respond effectively to these cycles. The continuing uncertainty in these markets severely limits our ability to predict our business prospects or financial results in these markets.

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downturns in the semiconductor capital equipment market may materially harm our operating results. Conversely, when upturns in these markets occur, we must be able to rapidly and effectively increase our manufacturing capacity to meet increases in customer demand that may be extremely rapid, and if we fail to do so we may lose business to our competitors and our relationships with our customers may be harmed.

Our future success depends on our ability to increase our sales volumes and decrease our costs to offset potential declines in the average selling prices of our products and, if we are unable to realize greater sales volumes and lower costs, our operating results may suffer.

Our ability to increase our sales volume and our future success depends on the continued growth of the markets for lasers, laser systems and related accessories, as well as our ability to identify, in advance, emerging markets for laser-based systems and to manage our manufacturing capacity to meet customer demands. We cannot assure you that we will be able to successfully identify, on a timely basis, new high-growth markets in the future. Moreover, we cannot assure you that new markets will develop for our products or our customers' products, or that our technology or pricing will enable such markets to develop. Future demand for our products is uncertain and will depend to a great degree on continued technological development and the introduction of new or enhanced products. If this does not continue, sales of our products may decline and our business will be harmed.

We have in the past experienced decreases in the average selling prices ("ASPs") of some of our products. As competing products become more widely available or lower-cost products come to market, the ASPs of our products may decrease. If we are unable to offset any decrease in our ASPs by increasing our sales volumes, our net sales will decline. In addition, to maintain our gross margins, we must continue to reduce the cost of manufacturing our products while maintaining their high quality. From time to time, our products, like many complex technological products, may fail in greater frequency than anticipated. This can lead to further charges, which can result in higher costs, lower gross margins and lower operating results. Furthermore, as ASPs of our current products decline, we must develop and introduce new products and product enhancements with higher margins. If we cannot maintain our gross margins, our operating results could be seriously harmed, particularly if the ASPs of our products decrease significantly.

We face risks associated with our worldwide operations and sales that could harm our financial condition and results of operations.

For the three and six months ended April 3, 2021, 78% and 78%, respectively, of our net sales were derived from customers outside of the United States. For fiscal 2020, 2019 and 2018, 76%, 76% and 84%, respectively, of our net sales were derived from customers outside of the United States. We anticipate that international sales, particularly in Asia, will continue to account for a significant portion of our net sales in the foreseeable future.

A global economic slowdown or a natural disaster could have a negative effect on various international markets in which we operate, such as the earthquake, tsunami and resulting nuclear disaster in Japan and the flooding in Thailand. Such a slowdown may cause us to reduce our presence in certain countries, which may negatively affect the overall level of business in such countries. Our international sales are primarily through our direct sales force. Additionally, some international sales are made through international distributors and representatives. Currently, the COVID-19 pandemic is having a significant adverse effect on the global economy, which is affecting the various markets in which we operate.

Our international operations and sales are subject to a number of risks, including:

•compliance with applicable import/export regulations, tariffs and trade barriers, including recently instituted or proposed changes in trade policies by the U.S. and any corresponding retaliatory actions by affected countries, in particular with respect to China;

•longer accounts receivable collection periods;

•the impact of recessions and other economic conditions in economies outside the United States, including, for example, recent dips in the manufacturing Purchasing Managers’ Index ("PMI") as well as the Institute of Supply Management ("ISM") data in the Eurozone, in particular in Germany;

•unexpected changes in regulatory requirements and compliance with applicable regulatory requirements;

•product certification requirements;

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•environmental regulations;

•reduced protection for intellectual property rights in some countries;

•potentially adverse tax consequences;

•political and economic instability, such as the current situation between the governments of Japan and South Korea, which has led to the imposition of trade restrictions by the Japanese government affecting the export to South Korea of certain products and materials used in the manufacture of flat panel displays and in the semiconductor industry;

•compliance with applicable United States and foreign anti-corruption laws;

•less than favorable contract terms;

•reduced ability to enforce contractual obligations;

•cultural and management differences;

•reliance in some jurisdictions on third-party sales channel partners;

•preference for locally produced products; and

•shipping and other logistics complications.

Our business could also be impacted by international conflicts, terrorist and military activity including, in particular, any such conflicts on the Korean peninsula, civil unrest and pandemics, any of which could cause a slowdown in customer orders, cause customer order cancellations or negatively impact availability of supplies or limit our ability to timely service our installed base of products.

We are also subject to the risks of fluctuating foreign currency exchange rates, which could materially adversely affect the sales price of our products in foreign markets, as well as the costs and expenses of our international subsidiaries, particularly if we have a significant amount of manufacturing costs denominated in one currency, e.g., the Euro, compared to the sales of those same products to customers denominated in another currency, e.g., the U.S. Dollar. While we use forward exchange contracts and other risk management techniques to hedge our foreign currency exposure, we remain exposed to the economic risks of foreign currency fluctuations.

We depend on skilled personnel to operate our business effectively in a rapidly changing market, and if we are unable to retain existing or hire additional personnel when needed, or manage transitions among members of our leadership team, our ability to develop and sell our products could be harmed.

Our ability to continue to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful in the future, including the time preceding the closing of the Merger. Recruiting and retaining highly skilled personnel in certain functions continues to be difficult. At certain locations where we operate, the cost of living is extremely high and it may be difficult to retain key employees and management at a reasonable cost. We may not be successful in attracting, assimilating or retaining qualified personnel to fulfill our current or future needs, which could adversely affect our growth and our business.

Our future success depends upon the continued services of our executive officers and other key engineering, sales, marketing, manufacturing and support personnel, as well as our ability to effectively transition to their successors.Most recently, we appointed a new President and Chief Executive Officer in April 2020, at which time our former President and CEO, who had served in such position since 2002, transitioned to the role of special advisor to the Company. Any future changes to our executive and senior management teams, including hires or departures, could cause further disruption to our business and have a negative impact on our operating performance, while these operational areas are in transition. We can provide no assurance that we will be able to find suitable successors to key roles as transitions occur or that any identified successor will be successfully integrated into our management team. Our inability to do so, or to retain other key employees or effectively transition to their successors, or any delay in filling any such positions, could harm our business and our results of operations.

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The long sales cycles for many of our products may cause us to incur significant expenses without offsetting net sales.

Customers often view the purchase of our products as a significant and strategic decision. As a result, customers typically expend significant effort in evaluating, testing and qualifying our products before making a decision to purchase them, resulting in a lengthy initial sales cycle. While our customers are evaluating our products and before they place an order with us, we may incur substantial sales and marketing and research and development expenses to customize our products to the customers' needs. We may also expend significant management efforts, increase manufacturing capacity and order long lead-time components or materials prior to receiving an order. Even after this evaluation process, a potential customer may not purchase our products. As a result, these long sales cycles may cause us to incur significant expenses without ever receiving net sales to offset such expenses.

The markets in which we sell our products are intensely competitive and increased competition could cause reduced sales levels, reduced gross margins or the loss of market share.

Competition in the various photonics markets in which we provide products is very intense. We compete against a number of large public and private companies, including IPG Photonics Corporation, Lumentum, MKS, Novanta Inc., nLIGHT, Inc., II-VI, Wuhan Raycus Fiber Laser Technologies Co., Ltd, and Trumpf GmbH, as well as other smaller companies. Some of our competitors are large companies that have significant financial, technical, marketing and other resources. These competitors may be able to devote greater resources than we can to the development, promotion, sale and support of their products. Some of our competitors are much better positioned than we are to acquire other companies in order to gain new technologies or products that may displace our product lines. Any of these acquisitions could give our competitors a strategic advantage. Any business combinations or mergers among our competitors, forming larger companies with greater resources, could result in increased competition, price reductions, reduced margins or loss of market share, any of which could materially and adversely affect our business, results of operations and financial condition.

Additional competitors may enter the markets in which we serve, both foreign and domestic, and we are likely to compete with new companies in the future. For example, in recent years there have been a growing number of companies in China that, in some cases aided by government subsidies, are targeting our markets and are exerting significant price pressure in certain of our product markets, in particular the HPFL products used in the metal cutting market in China, which led to our decision to exit this market. These companies will likely in the future be able to expand into broader product markets, which may result in additional competitive pressures on us. We may also encounter potential customers that, due to existing relationships with our competitors, are committed to the products offered by these competitors. Further, our current or potential customers may determine to develop and produce products for their own use which are competitive to our products. Such vertical integration could reduce the market opportunity for our products. As a result of the foregoing factors, we expect that competitive pressures may result in price reductions, reduced margins, loss of sales and loss of market share. In addition, in markets where there are a limited number of customers, competition is particularly intense.

If we fail to accurately forecast component and material requirements for our products, we could incur additional costs and incur significant delays in shipments, which could result in a loss of customers.

We use rolling forecasts based on anticipated product orders and material requirements planning systems to determine our product requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. We depend on our suppliers for most of our product components and materials. Lead times for components and materials that we order vary significantly and depend on factors including the specific supplier requirements, the size of the order, contract terms and current market demand for components. For substantial increases in our sales levels of certain products, some of our suppliers may need at least nine months lead-time. If we overestimate our component and material requirements, we may have excess inventory, which would increase our costs. If we underestimate our component and material requirements, we may have inadequate inventory, which could interrupt and delay delivery of our products to our customers. We expect that the volatility and uncertainty created by the COVID-19 pandemic in the markets we serve will exacerbate these issues, and any of these occurrences would negatively impact our net sales, business or operating results.

Our reliance on contract manufacturing and outsourcing may adversely impact our financial results and operations due to our decreased control over the performance and timing of certain aspects of our manufacturing.

Our manufacturing strategy includes partnering with contract manufacturers to outsource non-core sub-assemblies and less complex turnkey products, including some performed at international sites located in Asia and Eastern Europe. Our ability to resume internal manufacturing operations for certain products and components in a timely manner may be eliminated. The cost, quality, performance and availability of contract manufacturing operations are and will be essential to the successful production

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and sale of many of our products. Our financial condition or results of operation could be adversely impacted if any contract manufacturer or other supplier is unable for any reason, including as a result of the COVID-19 pandemic and the negative effect it is having on the global economy, to meet our cost, quality, performance, and availability standards. We may not be able to provide contract manufacturers with product volumes that are high enough to achieve sufficient cost savings. If shipments fall below forecasted levels, we may incur increased costs or be required to take ownership of the inventory. Also, our ability to control the quality of products produced by contract manufacturers may be limited and quality issues may not be resolved in a timely manner, which could adversely impact our financial condition or results of operations.

If we fail to effectively manage our growth or, alternatively, our spending during downturns, our business could be disrupted, which could harm our operating results.

Growth in sales, combined with the challenges of managing geographically dispersed operations, can place a significant strain on our management systems and resources, and our anticipated growth in future operations could continue to place such a strain. The failure to effectively manage our growth could disrupt our business and harm our operating results. Our ability to successfully offer our products and implement our business plan in evolving markets requires an effective planning and management process. In economic downturns, we must effectively manage our spending and operations to ensure our competitive position during the downturn, as well as our future opportunities when the economy improves, remain intact. The failure to effectively manage our spending and operations could disrupt our business and harm our operating results.

Our market is unpredictable and characterized by rapid technological changes and evolving standards demanding a significant investment in research and development, and, if we fail to address changing market conditions, our business and operating results will be harmed.

The photonics industry is characterized by extensive research and development, rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. Because this industry is subject to rapid change, it is difficult to predict its potential size or future growth rate. Our success in generating net sales in this industry will depend on, among other things:

•maintaining and enhancing our relationships with our customers;

•the education of potential end-user customers about the benefits of lasers and laser systems; and

•our ability to accurately predict and develop our products to meet industry standards.

We cannot assure you that our expenditures for research and development will result in the introduction of new products or, if such products are introduced, that those products will achieve sufficient market acceptance or to generate sales to offset the costs of development. Our failure to address rapid technological changes in our markets could adversely affect our business and results of operations.

Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.

Our current products address a broad range of commercial and scientific research applications in the photonics markets. We cannot assure you that the market for these applications will continue to generate significant or consistent demand for our products. Demand for our products could be significantly diminished by disrupting technologies or products that replace them or render them obsolete. Furthermore, the new and enhanced products in certain markets generally continue to be smaller in size and have lower ASPs, and therefore, we have to sell more units to maintain revenue levels. Accordingly, we must continue to invest in research and development in order to develop competitive products. Ongoing restrictions resulting from the COVID-19 pandemic have had a negative impact on the work on some of our research and development programs due to the inability of some personnel being able to work in applicable regional labs.

Our future success depends on our ability to anticipate our customers' needs and develop products that address those needs. Introduction of new products and product enhancements will require that we effectively transfer production processes from research and development to manufacturing and coordinate our efforts with those of our suppliers to achieve volume production rapidly. If we fail to transfer production processes effectively, develop product enhancements or introduce new products in sufficient quantities to meet the needs of our customers as scheduled, our net sales may be reduced and our business may be harmed.

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Our and our customers' operations would be seriously harmed if our logistics or facilities or those of our suppliers, our customers' suppliers or our contract manufacturers were to experience catastrophic loss.

Our operations, logistics and facilities and those of our customers, suppliers and contract manufacturers could be subject to a catastrophic loss from fire, flood, earthquake, volcanic eruption, work stoppages, power outages, acts of war, pandemics such as COVID-19, energy shortages, theft of assets, other natural disasters or terrorist activity. A substantial portion of our research and development activities, manufacturing, our corporate headquarters and other critical business operations are located near major earthquake faults in Santa Clara, California, an area with a history of seismic events. Any such loss or detrimental impact to any of our operations, logistics or facilities could disrupt our operations, delay production, shipments and net sales and result in large expenses to repair or replace the facility. While we have obtained insurance to cover most potential losses, after reviewing the costs and limitations associated with earthquake insurance, we have decided not to procure such insurance. We believe that this decision is consistent with decisions reached by numerous other companies located nearby. We cannot assure you that our existing insurance coverage will be adequate against all other possible losses.

ACQUISITION RISKS

We may not be able to integrate the business of ~~Rofin~~future acquisitions successfully with our own, realize the anticipated benefits of ~~the merger~~such acquisitions or manage our expanded operations, any of which would adversely affect our results of operations.

~~We have devoted, and expect to continue to devote significant management attention and resources to integrating our business practices with those of Rofin. Such integration~~

Integration efforts are costly due to the large number of processes, policies, procedures, locations, operations, technologies and systems to be integrated, including purchasing, accounting and finance, sales, service, operations, payroll, pricing, marketing and employee benefits. Integration expenses could, particularly in the short term, exceed the savings we expect to achieve from the elimination of duplicative expenses and the realization of economies of scale, which could result in significant charges to earnings that we cannot currently quantify. Potential difficulties that we may encounter as part of the integration process include the following:

•the inability to successfully combine our business with ~~Rofin~~the acquired company in a manner that permits the combined company to achieve the full synergies and other benefits anticipated to result from the merger;

•complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating products, services, complex and different information technology systems (including different Enterprise Management Systems), control and compliance processes, technology, networks and other assets of each of the companies in a cohesive manner;

•diversion of the attention of our management; ~~and~~

•the disruption of, or the loss of momentum in, our ~~business or~~ business; and

•inconsistencies in standards, controls, procedures or ~~policies, any~~policies.

Any of ~~which~~the foregoing could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or our ability to achieve the anticipated benefits of the merger, or could reduce our earnings or otherwise adversely affect our business and financial results. If difficulties arise in the future and we are unable to resolve them in a timely manner, we may experience a shortage of parts and inventory or otherwise be unable to meet demand, which could have a material adverse impact on our results of operations.

Following ~~the merger,~~an acquisition, the size and complexity of the business of the combined company ~~has increased~~could increase significantly. Our future success depends, in part, upon our ability to manage this expanded business, which ~~will~~could pose substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. ~~There~~The execution of these consolidation projects could result in temporary loss of productivity or operational efficiency, interruptions in manufacturing or other unforeseen challenges while the projects are ongoing. Moreover, there can be no assurances that we will be successful in realizing the anticipated savings in connection with these consolidations or with our broader efforts to manage our expanded business or that we will realize the expected synergies and benefits anticipated from the merger.

~~Charges~~

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Historically, acquisitions have been an important element of our strategy. However, we may not find suitable acquisition candidates in the future and we may not be able to ~~earnings resulting from~~successfully integrate and manage acquired businesses. Any acquisitions we make could disrupt our business and harm our financial condition.

We have in the ~~application~~past made both large and smaller strategic acquisitions of other corporations and entities, including Electro-Optics Technology in April 2021 and Rofin in November 2016, as well as asset purchases, and we continue to evaluate potential strategic acquisitions of complementary companies, products and technologies. In the event of any future acquisitions, we could:

•issue stock that would dilute our current stockholders' percentage ownership;

•pay cash that would decrease our working capital;

•incur debt;

•assume liabilities; or

•incur expenses related to impairment of goodwill and other long-lived assets, as we incurred in the quarter ending April 4, 2020 totaling $451.0 million.

Acquisitions also involve numerous risks, including:

•problems combining the acquired operations, systems, technologies or products;

•an inability to realize expected operating efficiencies or product integration benefits;

•difficulties in coordinating and integrating geographically separated personnel, organizations, systems and facilities;

•difficulties integrating business cultures;

•unanticipated costs or liabilities, including the costs associated with improving the internal controls of the ~~purchase method~~acquired company;

•diversion of ~~accounting to the Rofin acquisition may adversely affect~~management's attention from our ~~results~~core businesses;

•adverse effects on existing business relationships with suppliers and customers;

•potential loss of ~~operations.~~

In accordance with generally accepted accounting principles, we have accounted for the Rofin acquisition using the purchase method of accounting, which will result in charges to earnings that could have a material adverse effect on the market value of our common stock following completionkey employees, particularly those of the acquisition. Under the purchase method of accounting, we allocated the total purchase price of Rofin’s net tangible and identifiable intangible assets based upon their estimated fair values at the acquisition date. The excess of the purchase price over net tangible and identifiable intangible assets was recorded as goodwill. We havepurchased organizations;

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~~incurred and will continue to incur additional depreciation and amortization expense over the useful lives of certain of the net tangible and intangible assets acquired~~•incurring unforeseen obligations or liabilities in connection with acquisitions; and

•the ~~acquisition. In addition,~~failure to complete acquisitions even after signing definitive agreements which, among other things, would result in the ~~extent~~expensing of potentially significant professional fees and other charges in the ~~value~~period in which the acquisition or negotiations are terminated.

We cannot assure you that we will be able to successfully identify appropriate acquisition candidates, to integrate any businesses, products, technologies or personnel that we might acquire in the future or achieve the anticipated benefits of ~~goodwill or intangible assets with indefinite lives becomes impaired, we~~such transactions, which may ~~be required to incur material charges relating to the impairment of those assets. These depreciation, amortization and potential impairment charges could have a material impact on~~harm our ~~results of operations.~~business.

FINANCIAL RISKS

Our indebtedness following the Rofin merger is substantially greater than our indebtedness prior to the merger. This increased level of indebtedness could adversely affect us, including by decreasing our business flexibility, and will increase our borrowing costs.

In November 2016, we entered into ~~the Credit Agreement~~a credit agreement (the "Credit Agreement"), which provided for a ~~670~~670.0 million Euro term loan (the "Euro Term Loan"), all of which was drawn, and a ~~$100~~$100.0 million revolving credit facility (the "Revolving Credit Facility"), under which a 10 million Euro letter of credit was issued. As of ~~December 30, 2017, 436.6~~April 3, 2021,354.9 million Euros were outstanding under the ~~term loan and~~Euro Term Loan. As of April 3, 2021, the Revolving Credit Facility had been used for guarantees of 10.0 million

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Euros ~~were outstanding under the revolving credit facility.~~as well as borrowings of $10.0 million. We may incur additional indebtedness in the future by accessing the ~~revolving credit facility~~Revolving Credit Facility and/or entering into new financing arrangements. Our ability to pay interest and repay the principal of our current indebtedness is dependent upon our ability to manage our business operations and the ongoing interest rate environment. There can be no assurance that we will be able to manage any of these risks successfully.

The Credit Agreement contains customary affirmative covenants, including covenants regarding the payment of taxes and other obligations, maintenance of insurance, reporting requirements and compliance with applicable laws and regulations, and negative covenants, including covenants limiting the ability of us and our subsidiaries to, among other things, incur debt, grant liens, make investments, make certain restricted payments, transact with affiliates, and sell assets. The Credit Agreement also requires us and our subsidiaries to maintain a senior secured net leverage ratio as of the last day of each fiscal quarter of less of than or equal to 3.50 to 1.00. The Credit Agreement contains customary events of default that include, among other things, payment defaults, cross defaults with certain other indebtedness, violation of covenants, inaccuracy of representations and warranties in any material respect, change in control of us and Coherent Holding BV & Co. K.G. (formerly Coherent Holding GmbH), judgment defaults, and bankruptcy and insolvency events. If an event of default exists, the lenders may require the immediate payment of all obligations and exercise certain other rights and remedies provided for under the Credit Agreement, the other loan documents and applicable law. The acceleration of such obligations is automatic upon the occurrence of a bankruptcy and insolvency event of default. There can be no assurance that we will have sufficient financial resources or we will be able to arrange financing to repay our borrowings at such time.

Our substantially increased indebtedness and higher debt-to-equity ratio ~~following completion~~as a result of the Rofin merger in comparison to that prior to the merger will have the effect, among other things, of reducing our flexibility to respond to changing business and economic conditions and will increase our borrowing costs. In addition, the amount of cash required to service our increased indebtedness levels and thus the demands on our cash resources will be greater than the amount of cash flows required to service our indebtedness or that of Rofin individually prior to the merger. The increased levels of indebtedness could also reduce funds available for our investments in product development as well as capital expenditures, dividends, share repurchases and other activities and may create competitive disadvantages for us relative to other companies with lower debt levels.

~~BUSINESS ENVIRONMENT AND INDUSTRY TRENDS~~If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.

~~Our operating results, including net sales, net income (loss) and adjusted EBITDA~~Under accounting principles generally accepted in ~~dollars and as~~the United States, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered in determining whether a ~~percentage~~change in circumstances indicating that the carrying value of ~~net sales, as well as~~our goodwill or other intangible assets may not be recoverable include declines in our stock price ~~have varied~~and market capitalization or future cash flows projections. A decline in the past, and our future operating results will continue to be subject to quarterly and annual fluctuations based upon numerous factors, including those discussed in this Item 1A and throughout this report. Our stock price will continue to be subject to daily variations as well. Our future operating results and stock price may not follow any past trends or meet our guidance and expectations.

~~Our net sales and operating results, such as adjusted EBITDA percentage, net income (loss) and operating expenses, and~~ our stock price, ~~have varied~~or any other adverse change in market conditions, particularly if such change has the ~~past and may vary significantly from quarter~~effect of changing one of the critical assumptions or estimates we used to ~~quarter and from year to year in~~calculate the ~~future. We believe a number of factors, many of which are outside~~estimated fair value of our ~~control, could cause these variations and make them difficult to predict, including:~~

~~general economic uncertainties in the macroeconomic and local economies facing us, our customers and the markets we serve;~~

~~fluctuations in demand for our products or downturns in the industries that we serve;~~

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the ability of our suppliers, both internal and external, to produce and deliver components and parts, including sole or limited source components, in a timely manner, in the quantity, quality and prices desired;

~~the timing of receipt and conversion of bookings to net sales;~~

~~the concentration of a significant amount of our backlog, and resultant net sales, with a few customers in the Microelectronics market;~~

~~rescheduling of shipments or cancellation of orders by our customers;~~

~~fluctuations in our product mix;~~

~~the ability of our customers' other suppliers to provide sufficient material to support our customers' products;~~

~~currency fluctuations and stability, in particular the Euro, the Japanese Yen, the South Korean Won, the Chinese RMB and the US dollar as compared to other currencies;~~

~~commodity pricing;~~

~~interpretation and impact of the recently enacted and aforementioned U.S. tax law, the Tax Cuts and Jobs Act;~~

~~introductions of new products and product enhancements by our competitors, entry of new competitors into our markets, pricing pressures and other competitive factors;~~

~~our ability to develop, introduce, manufacture and ship new and enhanced products in a timely manner without defects;~~

our ability to manage our manufacturing capacity across our diverse product lines and that of our suppliers, including our ability to successfully expand our manufacturing capacity in various locations around the world;

~~our ability to successfully internally transfer products as part of our integration efforts;~~

~~our reliance on contract manufacturing;~~

~~our reliance in part upon the ability of our OEM customers to develop and sell systems that incorporate our laser products;~~

~~our customers' ability to manage their susceptibility to adverse economic conditions;~~

~~the rate of market acceptance of our new products;~~

~~the ability of our customers to pay for our products;~~

~~expenses associated with acquisition-related activities;~~

seasonal sales trends, including with respect to Rofin’s historical business, which has traditionally experienced a reduction in sales during the first half of its fiscal year as compared to the second half of its fiscal year;

~~jurisdictional capital and currency controls negatively impacting our ability to move funds from or to an applicable jurisdiction;~~

~~access to applicable credit markets by us, our customers and their end customers;~~

~~delays or reductions in customer purchases of our products in anticipation of the introduction of new and enhanced products by us or our competitors;~~

~~our ability to control expenses;~~

~~the level of capital spending of our customers;~~

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~~potential excess and/or obsolescence of our inventory;~~

~~costs and timing of adhering to current and developing governmental regulations and reviews relating to our products and business;~~

~~costs related to acquisitions of technology or businesses;~~

~~impairment of goodwill, intangible assets and other long-lived assets;~~

~~our ability to meet our expectations and forecasts and those of public market analysts and investors;~~

~~the availability of research funding by governments with regard to our customers in the scientific business, such as universities;~~

~~continued government spending on defense-related and scientific research projects where we are a subcontractor;~~

~~maintenance of supply relating to products sold to the government on terms which we would prefer not to accept;~~

~~changes in policy, interpretations, or challenges to the allowability of costs incurred under government cost accounting standards;~~

~~damage to our reputation as a result of coverage in social media, Internet blogs or other media outlets;~~

~~managing our and other parties' compliance with contracts in multiple languages and jurisdictions;~~

~~managing our internal and third party sales representatives and distributors, including compliance with all applicable laws;~~

~~impact of government economic policies on macroeconomic conditions;~~

~~costs and expenses from litigation;~~

~~costs associated with designing around or payment of licensing fees associated with issued patents in our fields of business;~~

~~government support of alternative energy industries, such as solar;~~

negative impacts related to the “Brexit” vote by the United Kingdom, particularly with regard to sales from our Glasgow, Scotland facility to other jurisdictions and purchases of supplies from outside the United Kingdom by such facility;

negative impacts related to the recent independence movement in Catalonia, Spain, particularly with regard to holding and operating some of our foreign entities in an efficient manner from a tax, business and legal perspective;

~~negative impacts related to government instability, including the recent difficulties in forming a governing coalition in Germany;~~

~~the future impact of legislation, rulemaking, and changes in accounting, tax, defense procurement, export policies; and~~

~~distraction of management related to acquisition, integration or divestment activities.~~

In addition, we often recognize a substantial portion of our sales in the last month of our fiscal quarters. Our expenses for any given quarter are typically based on expected sales and if sales are below expectations in any given quarter, the adverse impact of the shortfall on our operating results may be magnified by our inability to adjust spending quickly enough to compensate for the shortfall. We also base our manufacturing on our forecasted product mix for the quarter. If the actual product mix varies significantly from our forecast, we may not be able to fill some orders during that quarter, which would result in delays in the shipment of our products. Accordingly, variations in timing of sales, particularly for our higher priced, higher margin products, can cause significant fluctuations in quarterly operating results.

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Due to these and other factors, such as varying product mix, we believe that quarter-to-quarter and year-to-year comparisons of our historical operating results may not be meaningful. You should not rely on our results for any quarter or year as an indication of our future performance. Our operating results in future quarters and years may be below public market analysts' or investors' expectations, which would likely cause the price of our stock to fall. In addition, over the past several years, U.S. and global equity markets have experienced significant price and volume fluctuations that have affected the stock prices of many technology companies both in and outside our industry. There has not always been a direct correlation between this volatility and the performance of particular companies subject to these stock price fluctuations. These factors, as well as general economic and political conditions or investors' concerns regarding the credibility of corporate financial statements, may have a material adverse effect on the market price of our stock in the future.

We depend on sole source or limited source suppliers, both internal and external, for some of the key components and materials, including exotic materials, certain cutting-edge optics and crystals, used in our products, which make us susceptible to supply shortages or price fluctuations that could adversely affect our business, particularly our ability to meet our customers' delivery requirements.

We currently purchase several key components and materials used in the manufacture of our products from sole source or limited source suppliers, both internal and external. In particular, from time-to-time our customers require us to ramp up production and/or accelerate delivery schedules of our products. Our key suppliers may not have the ability to increase their production in line with our customers’ demands. This can become acute during times of high growth in our customers’ businesses. Our failure to timely receive these key components and materials would likely cause delays in the shipment of our products, which would likely negatively impact both our customers and our business. Some of these suppliers are relatively small private companies that may discontinue their operations at any time and which may be particularly susceptible to prevailing economic conditions. Some of our suppliers are located in regions which may be susceptible to natural disasters, such as the flooding in Thailand and the earthquake, tsunami and resulting nuclear disaster in Japan and severe flooding and power loss in the Eastern part of the United States in recent years. We typically purchase our components and materials through purchase orders or agreed upon terms and conditions and we do not have guaranteed supply arrangements with many of these suppliers. For certain long-lead time supplies or in order to lock-in pricing, we may be obligated to place non-cancelable purchase orders or otherwise assume liability for a large amount of the ordered supplies, which limits our ability to adjust down our inventory liability in the event of market downturns or other customer cancellations or rescheduling of their purchase orders for our products.

Some of our products, particularly in the flat panel display industry, require designs and specifications that are at the cutting-edge of available technologies and change frequently to meet rapidly evolving market demands. By their very nature, the types of components used in such products can be difficult and unpredictable to manufacture and may only be available from a single supplier, which increases the risk that we may not obtain such components in a timely manner. Identifying alternative sources of supply for certain components could be difficult and costly, result in management distraction in assisting our current and future suppliers to meet our and our customers' technical requirements, and cause delays in shipments of our products while we identify, evaluate and test the products of alternative suppliers. Any such delay in shipment would result in a delay or cancelation of our ability to convert such order into revenues. Furthermore, financial or other difficulties faced by these suppliers or significant changes in demand for these components or materials could limit their availability. We continue to consolidate our supply base and move supplier locations. When we transition locations we may increase our inventory of such products as a “safety stock” during the transition, which may cause the amount of inventory reflected on our balance sheet to increase. Additionally, many of our customers rely on sole source suppliers. In the event of a disruption of our customers' supply chain, orders from our customers could decrease or be delayed.

Any interruption or delay in the supply of any of these components or materials, or the inability to obtain these components and materials from alternate sources at acceptable prices and within a reasonable amount of time, or our failure to properly manage these moves, would impair our ability to meet scheduled product deliveries to our customers and could cause customers to cancel orders. We have historically relied exclusively on our own production capability to manufacture certain strategic components, crystals, semiconductor lasers, fiber, lasers and laser-based systems. We also manufacture certain large format optics. Because we manufacture, package and test these components, products and systems at our own facilities, and such components, products and systems are not readily available from other sources, any interruption in manufacturing would adversely affect our business. Since many of our products have lengthy qualification periods, our ability to introduce multiple suppliers for parts may be limited. In addition, our failure to achieve adequate manufacturing yields of these items at our manufacturing facilities may materially and adversely affect our operating results and financial condition.

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In the flat panel display market, there are a relatively limited number of manufacturers who are the end customers for our annealing products. In the first quarter of fiscal 2018, Advanced Process Systems Corporation, an integrator in the flat panel display market based in South Korea, contributed more than 10% of our revenue. Given macroeconomic conditions, varying consumer demand and technical process limitations at manufacturers, our customers may seek to reschedule or cancel orders. These larger flat panel-related systems have large average selling prices. Any rescheduling or canceling of such orders by our customers will likely have a significant impact on our quarterly or annual net sales and results of operations and could negatively impact inventory values and backlog. Additionally, challenges in meeting evolving technological requirements for these complex products by us and our suppliers could also result in delays in shipments, and rescheduled or canceled orders by our customers. This could negatively impact our backlog, timing of net sales and results of operations.

As of December 30, 2017, flat panel display systems represented 58% of our backlog. Since our backlog includes higher average selling price flat panel display systems, any delays or cancellation of shipments could have a material adverse effect on our financial results.

~~Some of our laser systems are complex in design and may contain defects that are not detected until deployed by our customers, which could increase our costs and reduce our net sales.~~

Lasers and laser systems are inherently complex in design and require ongoing regular maintenance. The manufacture of our lasers, laser products and systems involves a highly complex and precise process. As a result of the technological complexity of our products, in particular our excimer laser annealing tools (ELA) used in the flat panel display market, changes in our or our suppliers' manufacturing processes or the inadvertent use of defective materials by us or our suppliersreporting units, could result in a material adverse effect on our ability to achieve acceptable manufacturing yields and product reliability. To the extent that we do not achieve and maintain our projected yields or product reliability, our business, operating results, financial condition and customer relationships would be adversely affected. We provide warranties on a majority of our product sales, and reserves for estimated warranty costs are recorded during the period of sale. The determination of such reserves requires us to make estimates of failure rates and expected costs to repair or replace the products under warranty. We typically establish warranty reserves based on historical warranty costs for each product line. If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods which could have an adverse effect on our results of operations.

~~loss of customers or orders;~~

~~increased costs of product returns and warranty expenses;~~

~~damage to our brand reputation;~~

~~failure to attract new customers or achieve market acceptance;~~

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~~diversion of development, engineering and manufacturing resources; and~~

~~legal actions by our customers and/or their end users.~~

~~The occurrence of any one or more of the foregoing factors could seriously harm our business, financial condition and results of operations.~~

~~Continued volatility in the advanced packaging and semiconductor manufacturing markets could adversely affect our business, financial condition and results of operations.~~

A portion of our net sales in the microelectronics market depends on the demand for our products by advanced packaging applications and semiconductor equipment companies. These markets have historically been characterized by sudden and severe cyclical variations in product supply and demand, which have often severely affected the demand for semiconductor manufacturing equipment, including laser-based tools and systems. The timing, severity and duration of these market cycles are difficult to predict, and we may not be able to respond effectively to these cycles. The continuing uncertainty in these markets severely limits our ability to predict our business prospects or financial results in these markets.

During industry downturns, our net sales from these markets may decline suddenly and significantly. Our ability to rapidly and effectively reduce our cost structure in response to such downturns is limited by the fixed nature of many of our expenses in the near term and by our need to continue our investment in next-generation product technology and to support and service our products. In addition, duechange to the ~~relatively long manufacturing lead times for some~~estimation of ~~the systems and subsystems we sell~~fair value that could result in an impairment charge. Any such material charges, whether related to ~~these markets, we~~goodwill or purchased intangible assets, may incur expenditures or purchase raw materials or components for products we cannot sell. Accordingly, downturns in the semiconductor capital equipment market may materially harm our operating results. Conversely, when upturns in these markets occur, we must be able to rapidly and effectively increase our manufacturing capacity to meet increases in customer demand that may be extremely rapid, and if we fail to do so we may lose business to our competitors and our relationships with our customers may be harmed.

~~Worldwide economic conditions and related uncertainties could negatively impact demand for our products and results of operations.~~

Volatility and disruption in the capital and credit markets, depressed consumer confidence, government economic policies, negative economic conditions, volatile corporate profits and reduced capital spending could negatively impact demand for our products. In particular, it is difficult to develop and implement strategy, sustainable business models and efficient operations, as well as effectively manage supply chain relationships in the face of such conditions including uncertainty regarding the ability of some of our suppliers to continue operations and provide us with uninterrupted supply flow. Our ability to maintain our research and development investments in our broad product offerings may be adversely impacted in the event that our future sales decline or remain flat. Spending and the timing thereof by consumers and businesses have a significant impact on our results and, where such spending is delayed or canceled, it could have a material negative impact on our financial and operating results. Current global economic conditions remain uncertain and challenging. Weakness in our end markets could negatively impact our net sales, gross margin and operating expenses, and consequently have a material adverse effect on our business, financial condition and results of operations.

Uncertainty in global fiscal policy has likely had an adverse impact on global financial markets and overall economic activity in recent years. Should this uncertain financial policy recur, it would likely negatively impact global economic activity. Any weakness in global economies would also likely have negative repercussions on U.S. and global credit and financial markets, and further exacerbate sovereign debt concernsFor example, in the ~~European Union. All~~quarter ended April 4, 2020, the worldwide spread of ~~these factors would likely adversely impact~~COVID-19 created significant volatility, uncertainty and disruption to the global ~~demand~~economy, representing an indicator to test our goodwill for ~~our products and~~impairment. As a result of that test, we recorded a non-cash pre-tax charge, in the ~~performance~~quarter ended April 4, 2020, related to the ILS reporting unit of ~~our investments, and would likely have a material adverse effect on our business, results~~$327.2 million, reducing the goodwill balance of ~~operations and financial condition.~~

~~The financial turmoil that has affected~~ the banking system and financial markets in recent years could result in tighter credit markets, and lower levels of liquidity in some financial markets. There could be a number of follow-on effects from a tightened credit environment on our business, including the insolvency of key suppliers or their inabilityreporting unit to obtain credit to finance development and/or manufacture products resulting in product delays; inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies; and failure of financial institutions negatively impacting our treasury functions.zero. In the event our customers are unable to obtain credit or otherwise pay for our shipped products it could significantly impact our ability to collect on our outstanding accounts receivable. Other income and expense also could vary materially from expectations depending on gains or losses realizedaddition, we performed impairment tests on the ~~sale or exchange~~long-lived assets allocated to the asset group of ~~financial instruments; impairment~~the ILS reporting unit, including intangible assets, property, plant and equipment and ROU assets as of April 4, 2020 and recorded non-cash pre-tax charges, ~~resulting from revaluations of debt and equity securities and other investments; interest rates; cash balances; and changes in fair value of derivative instruments. Volatility~~ in the ~~financial markets and any overall economic uncertainty increase the risk that~~

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the actual amounts realized in the future on our financial instruments could differ significantly from the fair values currently assigned to them. Uncertainty about current global economic conditions could also continue to increase the volatility of our stock price.

~~In addition, political and social turmoil~~quarter ended April 4, 2020, related to ~~international conflicts, terrorist acts, civil unrest~~the impairment intangible assets, property, plant and ~~mass migration may put further pressure on economic conditions in the United States~~equipment and ~~the rest~~ROU assets of the ~~world. Unstable economic, political~~ILS reporting unit of $33.9 million, $85.6 million and social conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions persist, our business, financial condition and results of operations could suffer. Additionally, unstable economic conditions can provide significant pressures and burdens on individuals, which could cause them to engage in inappropriate business conduct. See “Part I, Item 4. Controls and Procedures.”$1.8 million, respectively.

Our cash and cash equivalents and short-term investments are managed through various banks around the world and volatility in the capital and credit market conditions could cause financial institutions to fail or materially harm service levels provided by such banks, both of which could have an adverse impact on our ability to timely access funds.

World capital and credit markets have been and may continue to experience volatility and disruption. In some cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers, as well as pressured the solvency of some financial institutions. These financial institutions, including banks, have had difficulty timely performing regular services and in some cases have failed or otherwise been largely taken over by governments. We maintain our cash, cash equivalents and short-term investments with a number of financial institutions around the world. Should some or all of these financial institutions fail or otherwise be unable to timely perform requested services, we would likely have a limited ability to timely access our cash deposited with such institutions, or, in extreme circumstances the failure of such institutions could cause us to be unable to access cash for the foreseeable future. If we are unable to quickly access our funds when we need them, we may need to increase the use of our existing credit lines or access more expensive credit, if available. If we are unable to

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access our cash or if we access existing or additional credit or are unable to access additional credit, it could have a negative impact on our operations, including our reported net income. In addition, the willingness of financial institutions to continue to accept our cash deposits will impact our ability to diversify our investment risk among institutions.

We are exposed to credit risk and fluctuations in the market values of our investment portfolio.

Although we have not recognized any material losses on our cash, cash equivalents and short-term investments, future declines in their market values could have a material adverse effect on our financial condition and operating results. Given the global nature of our business, we have investments both domestically and internationally. There has recently been growing pressure on the creditworthiness of sovereign nations, particularly in Europe where a significant portion of our cash, cash equivalents and short-term investments are invested, which results in corresponding pressure on the valuation of the securities issued by such nations. Additionally, our overall investment portfolio is often concentrated in government-issued securities such as U.S. Treasury securities and government agencies, corporate notes, commercial paper and money market funds. Credit ratings and pricing of these investments can be negatively impacted by liquidity, credit deterioration or losses, financial results, or other factors. Additionally, liquidity issues or political actions by sovereign nations could result in decreased values for our investments in certain government securities. As a result, the value or liquidity of our cash, cash equivalents and short-term investments could decline or become materially impaired, which could have a material adverse effect on our financial condition and operating results. See ~~“Part~~"Part I, Item 3. Quantitative and Qualitative Disclosures about Market Risk.”"

Our future success depends on our ability to increase our sales volumes and decrease our costs to offset potential declines in the average selling prices (“ASPs”) of our products and, if we are unable to realize greater sales volumes and lower costs, our operating results may suffer.INTELLECTUAL PROPERTY AND CYBERSECURITY RISKS

We have in the past experienced decreases in the ASPs of some of our products. As competing products become more widely available, the ASPs of our products may decrease. If we are unable to offset any decrease in our ASPs by increasing our sales volumes, our net sales will decline. In addition, to maintain our gross margins, we must continue to reduce the cost of

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manufacturing our products while maintaining their high quality. From time to time, our products, like many complex technological products, may fail in greater frequency than anticipated. This can lead to further charges, which can result in higher costs, lower gross margins and lower operating results. Furthermore, as ASPs of our current products decline, we must develop and introduce new products and product enhancements with higher margins. If we cannot maintain our gross margins, our operating results could be seriously harmed, particularly if the ASPs of our products decrease significantly.

~~Our future success depends on our ability to develop and successfully introduce new and enhanced products that meet the needs of our customers.~~

~~We face risks associated with our foreign operations and sales that could harm our financial condition and results of operations.~~

For the three months ended December 30, 2017, 85% of our net sales were derived from customers outside of the United States. For fiscal 2017, fiscal 2016 and fiscal 2015, 83%, 76%, and 73%, respectively, of our net sales were derived from customers outside of the United States. We anticipate that foreign sales, particularly in Asia, will continue to account for a significant portion of our net sales in the foreseeable future.

A global economic slowdown or a natural disaster could have a negative effect on various foreign markets in which we operate, such as the earthquake, tsunami and resulting nuclear disaster in Japan and the flooding in Thailand in recent years. Such a slowdown may cause us to reduce our presence in certain countries, which may negatively affect the overall level of business in such countries. Our foreign sales are primarily through our direct sales force. Additionally, some foreign sales are made through foreign distributors and representatives. Our foreign operations and sales are subject to a number of risks, including:

~~longer accounts receivable collection periods;~~

~~the impact of recessions and other economic conditions in economies outside the United States;~~

~~unexpected changes in regulatory requirements;~~

~~certification requirements;~~

~~environmental regulations;~~

~~reduced protection for intellectual property rights in some countries;~~

~~potentially adverse tax consequences;~~

~~political and economic instability;~~

~~import/export regulations, tariffs and trade barriers;~~

~~compliance with applicable United States and foreign anti-corruption laws;~~

~~less than favorable contract terms;~~

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~~reduced ability to enforce contractual obligations;~~

~~cultural and management differences;~~

~~reliance in some jurisdictions on third party sales channel partners;~~

~~preference for locally produced products; and~~

~~shipping and other logistics complications.~~

Our business could also be impacted by international conflicts, terrorist and military activity including, in particular, any such conflicts on the Korean peninsula, civil unrest and pandemic illness which could cause a slowdown in customer orders, cause customer order cancellations or negatively impact availability of supplies or limit our ability to timely service our installed base of products.

We are also subject to the risks of fluctuating foreign currency exchange rates, which could materially adversely affect the sales price of our products in foreign markets, as well as the costs and expenses of our foreign subsidiaries. While we use forward exchange contracts and other risk management techniques to hedge our foreign currency exposure, we remain exposed to the economic risks of foreign currency fluctuations.

If we are unable to protect our proprietary technology, our competitive advantage could be harmed.

Maintenance of intellectual property rights and the protection thereof is important to our business. We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. Our patent applications may not be approved, any patents that may be issued may not sufficiently protect our intellectual property and any issued patents may be challenged by third parties. Other parties may independently develop similar or competing technology or design around any patents that may be issued to us. We cannot be certain that the steps we have taken will prevent the misappropriation of our intellectual property, particularly in foreign countries where the laws may not protect our proprietary rights as fully as in the United States. Further, we may be required to enforce our intellectual property or other proprietary rights through litigation, which, regardless of success, could result in substantial costs and diversion of management's attention. Additionally, there may be existing patents of which we are unaware that could be pertinent to our business and it is not possible for us to know whether there are patent applications pending that our products might infringe upon since these applications are often not publicly available until a patent is issued or published.

We have been and may, in the future, be subject to claims or litigation from third parties, for claims of infringement of their proprietary rights or to determine the scope and validity of our proprietary rights or the proprietary rights of competitors or other rights holders. These claims could result in costly litigation and the diversion of our technical and management personnel. Adverse resolution of litigation may harm our operating results or financial condition.

In recent years, there has been significant litigation in the United States and around the world involving patents and other intellectual property rights. This has been seen in our industry, for example in the concluded patent-related litigation between IMRA America, Inc. ("Imra") and IPG Photonics Corporation and in Imra's concluded patent-related litigation against two of our German subsidiaries. From time to time, like many other technology companies, we have received communications from other parties asserting the existence of patent rights, copyrights, trademark rights or other intellectual property rights which such third parties believe may cover certain of our products, processes, technologies or information. In the future, we may be a party to litigation to protect our intellectual property or as a result of an alleged infringement of others' intellectual property whether through direct claims or by way of indemnification claims of our customers, as, in some cases, we contractually agree to indemnify our customers against third-party infringement claims relating to our products. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages or invalidation of our proprietary rights. These lawsuits, regardless of their success, would likely be time-consuming and expensive to resolve and would divert management time and attention. ~~Any~~In addition to paying possibly significant monetary damages, any potential intellectual property litigation could also force us to do one or more of the following:

•stop manufacturing, selling or using our products that use the infringed intellectual property;

•obtain from the owner of the infringed intellectual property right a license to sell or use the relevant technology, although such license may not be available on reasonable terms, or at all; or

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•redesign the products that use the technology.

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If we are forced to take any of these actions or are otherwise a party to lawsuits of this nature, we may incur significant losses and our business may be seriously harmed. We do not have insurance to cover potential claims of this type.

~~If our goodwill or intangible assets become impaired, we may be required to record a significant charge to earnings.~~

Under accounting principles generally accepted in the United States, we review our intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill is required to be tested for impairment at least annually. Factors that may be considered in determining whether a change in circumstances indicating that the carrying value of our goodwill or other intangible assets may not be recoverable include declines in our stock price and market capitalization or future cash flows projections. A decline in our stock price, or any other adverse change in market conditions, particularly if such change has the effect of changing one of the critical assumptions or estimates we used to calculate the estimated fair value of our reporting units, could result in a change to the estimation of fair value that could result in an impairment charge. Any such material charges, whether related to goodwill or purchased intangible assets, may have a material negative impact on our financial and operating results.

We depend on skilled personnel to operate our business effectively in a rapidly changing market, and if we are unable to retain existing or hire additional personnel when needed, our ability to develop and sell our products could be harmed.

Our ability to continue to attract and retain highly skilled personnel will be a critical factor in determining whether we will be successful in the future. Recruiting and retaining highly skilled personnel in certain functions continues to be difficult. At certain locations where we operate, the cost of living is extremely high and it may be difficult to retain key employees and management at a reasonable cost. We may not be successful in attracting, assimilating or retaining qualified personnel to fulfill our current or future needs, which could adversely affect our growth and our business.

Our future success depends upon the continued services of our executive officers and other key engineering, sales, marketing, manufacturing and support personnel, any of whom may leave and our ability to effectively transition to their successors. Our inability to retain or to effectively transition to their successors could harm our business and our results of operations.

~~The long sales cycles for our products may cause us to incur significant expenses without offsetting net sales.~~

~~The markets in which we sell our products are intensely competitive and increased competition could cause reduced sales levels, reduced gross margins or the loss of market share.~~

Competition in the various photonics markets in which we provide products is very intense. We compete against a number of large public and private companies, including Novanta Inc., IPG Photonics Corporation, Lumentum Holdings Inc., MKS Instruments, Inc. and Trumpf GmbH, as well as other smaller companies. Some of our competitors are large companies that have significant financial, technical, marketing and other resources. These competitors may be able to devote greater resources than we can to the development, promotion, sale and support of their products. Some of our competitors are much better positioned than we are to acquire other companies in order to gain new technologies or products that may displace our product lines. Any of these acquisitions could give our competitors a strategic advantage. Any business combinations or mergers among our competitors, forming larger companies with greater resources, could result in increased competition, price reductions, reduced margins or loss of market share, any of which could materially and adversely affect our business, results of operations and financial condition.

Additional competitors may enter the markets in which we serve, both foreign and domestic, and we are likely to compete with new companies in the future. We may encounter potential customers that, due to existing relationships with our competitors, are committed to the products offered by these competitors. Further, our current or potential customers may determine to develop and produce products for their own use which are competitive to our products. Such vertical integration could reduce the market opportunity for our products. As a result of the foregoing factors, we expect that competitive pressures may result in

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~~price reductions, reduced margins, loss of sales and loss of market share. In addition, in markets where there are a limited number of customers, competition is particularly intense.~~

We use rolling forecasts based on anticipated product orders and material requirements planning systems to determine our product requirements. It is very important that we accurately predict both the demand for our products and the lead times required to obtain the necessary components and materials. We depend on our suppliers for most of our product components and materials. Lead times for components and materials that we order vary significantly and depend on factors including the specific supplier requirements, the size of the order, contract terms and current market demand for components. For substantial increases in our sales levels of certain products, some of our suppliers may need at least nine months lead-time. If we overestimate our component and material requirements, we may have excess inventory, which would increase our costs. If we underestimate our component and material requirements, we may have inadequate inventory, which could interrupt and delay delivery of our products to our customers. Any of these occurrences would negatively impact our net sales, business or operating results.

Our manufacturing strategy includes partnering with contract manufacturers to outsource non-core subassemblies and less complex turnkey products, including some performed at international sites located in Asia and Eastern Europe. Our ability to resume internal manufacturing operations for certain products and components in a timely manner may be eliminated. The cost, quality, performance and availability of contract manufacturing operations are and will be essential to the successful production and sale of many of our products. Our financial condition or results of operation could be adversely impacted if any contract manufacturer or other supplier is unable for any reason, including as a result of the impact of worldwide economic conditions, to meet our cost, quality, performance, and availability standards. We may not be able to provide contract manufacturers with product volumes that are high enough to achieve sufficient cost savings. If shipments fall below forecasted levels, we may incur increased costs or be required to take ownership of the inventory. Also, our ability to control the quality of products produced by contract manufacturers may be limited and quality issues may not be resolved in a timely manner, which could adversely impact our financial condition or results of operations.

~~If we fail to effectively manage our growth or, alternatively, our spending during downturns, our business could be disrupted, which could harm our operating results.~~

Historically, acquisitions have been an important element of our strategy. However, we may not find suitable acquisition candidates in the future and we may not be able to successfully integrate and manage acquired businesses. Any acquisitions we make could disrupt our business and harm our financial condition.

We have in the past made strategic acquisitions of other corporations and entities, including Rofin in November 2016, as well as asset purchases, and we continue to evaluate potential strategic acquisitions of complementary companies, products and technologies. In the event of any future acquisitions, we could:

~~issue stock that would dilute our current stockholders' percentage ownership;~~

~~pay cash that would decrease our working capital;~~

~~incur debt;~~

~~assume liabilities; or~~

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~~incur expenses related to impairment of goodwill and amortization.~~

~~Acquisitions also involve numerous risks, including:~~

~~problems combining the acquired operations, systems, technologies or products;~~

~~an inability to realize expected operating efficiencies or product integration benefits;~~

~~difficulties in coordinating and integrating geographically separated personnel, organizations, systems and facilities;~~

~~difficulties integrating business cultures;~~

~~unanticipated costs or liabilities, including the costs associated with improving the internal controls of the acquired company;~~

~~diversion of management's attention from our core businesses;~~

~~adverse effects on existing business relationships with suppliers and customers;~~

~~potential loss of key employees, particularly those of the purchased organizations;~~

~~incurring unforeseen obligations or liabilities in connection with acquisitions; and~~

the failure to complete acquisitions even after signing definitive agreements which, among other things, would result in the expensing of potentially significant professional fees and other charges in the period in which the acquisition or negotiations are terminated.

~~maintaining and enhancing our relationships with our customers;~~

~~the education of potential end-user customers about the benefits of lasers and laser systems; and~~

~~our ability to accurately predict and develop our products to meet industry standards.~~

For the three months ended December 30, 2017, our research and development costs were $31.4 million (6.6% of net sales). For our fiscal years 2017, 2016 and 2015, our research and development costs were $119.2 million (6.9% of net sales), $81.8 million (9.5% of net sales) and $81.5 million (10.2% of net sales), respectively. We cannot assure you that our expenditures for research and development will result in the introduction of new products or, if such products are introduced, that those products will achieve sufficient market acceptance or to generate sales to offset the costs of development. Our failure to address rapid technological changes in our markets could adversely affect our business and results of operations.

~~We are exposed to lawsuits in the normal course of business which could have a material adverse effect on our business, operating results, or financial condition.~~

We are exposed to lawsuits in the normal course of our business, including product liability claims, if personal injury, death or commercial losses occur from the use of our products. While we typically maintain business insurance, including directors' and officers' policies, litigation can be expensive, lengthy, and disruptive to normal business operations, including the potential

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impact of indemnification obligations for individuals named in any such lawsuits. We may not, however, be able to secure insurance coverage on terms acceptable to us in the future. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit, including a recall or redesign of products if ultimately determined to be defective, could have a material adverse effect on our business, operating results, or financial condition.

We use standard laboratory and manufacturing materials that could be considered hazardous and we could be liable for any damage or liability resulting from accidental environmental contamination or injury.

Although most of our products do not incorporate hazardous or toxic materials and chemicals, some of the gases used in our excimer lasers and some of the liquid dyes used in some of our scientific laser products are highly toxic. In addition, our operations involve the use of standard laboratory and manufacturing materials that could be considered hazardous. Also, if a facility fire were to occur at our Sunnyvale, California site and were to spread to a reactor used to grow semiconductor wafers, it could release highly toxic emissions. We believe that our safety procedures for handling and disposing of such materials comply with all federal, state and offshore regulations and standards. However, the risk of accidental environmental contamination or injury from such materials cannot be entirely eliminated. In the event of such an accident involving such materials, we could be liable for damages and such liability could exceed the amount of our liability insurance coverage and the resources of our business which could have an adverse effect on our financial results or our business as a whole.

~~Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.~~

We are subject to a variety of federal, state, local and foreign environmental regulations relating to the use, storage, discharge and disposal of hazardous chemicals used during our manufacturing process or requiring design changes or recycling of products we manufacture. If we fail to comply with any present and future regulations, we could be subject to future liabilities, the suspension of production or a prohibition on the sale of products we manufacture. In addition, such regulations could restrict our ability to expand our facilities or could require us to acquire costly equipment, or to incur other significant expenses to comply with environmental regulations, including expenses associated with the recall of any non-compliant product and the management of historical waste.

From time to time new regulations are enacted, and it is difficult to anticipate how such regulations will be implemented and enforced. We continue to evaluate the necessary steps for compliance with regulations as they are enacted. These regulations include, for example, the Registration, Evaluation, Authorization and Restriction of Chemical substances (“REACH”), the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (“RoHS”) and the Waste Electrical and Electronic Equipment Directive (“WEEE”) enacted in the European Union which regulate the use of certain hazardous substances in, and require the collection, reuse and recycling of waste from, certain products we manufacture. This and similar legislation that has been or is in the process of being enacted in Japan, China, South Korea and various states of the United States may require us to re-design our products to ensure compliance with the applicable standards, for example by requiring the use of different types of materials. These redesigns or alternative materials may detrimentally impact the performance of our products, add greater testing lead-times for product introductions or have other similar effects. We believe we comply with all such legislation where our products are sold and we will continue to monitor these laws and the regulations being adopted under them to determine our responsibilities. In addition, we are monitoring legislation relating to the reduction of carbon emissions from industrial operations to determine whether we may be required to incur any additional material costs or expenses associated with our operations. We are not currently aware of any such material costs or expenses. The SEC has promulgated rules requiring disclosure regarding the use of certain “conflict minerals” mined from the Democratic Republic of Congo and adjoining countries and procedures regarding a manufacturer's efforts to prevent the sourcing of such minerals. The implementation of such rules has required us to incur additional expense and internal resources and may continue to do so in the future, particularly in the event that only a limited pool of suppliers are available to certify that products are free from “conflict minerals.” Our failure to comply with any of the foregoing regulatory requirements or contractual obligations could result in our being directly or indirectly liable for costs, fines or penalties and third-party claims, and could jeopardize our ability to conduct business in the United States and foreign countries.

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large expenses to repair or replace the facility. While we have obtained insurance to cover most potential losses, after reviewing the costs and limitations associated with earthquake insurance, we have decided not to procure such insurance. We believe that this decision is consistent with decisions reached by numerous other companies located nearby. We cannot assure you that our existing insurance coverage will be adequate against all other possible losses.

Difficulties with our enterprise resource planning (“ERP”) system and other parts of our global information technology system could harm our business and results of operation. If our network security measures are breached and unauthorized access is obtained to a customer's data or our data or our information technology systems, we may incur significant legal and financial exposure and liabilities.

Like many modern multinational corporations, we maintain a global information technology system, including software products licensed from third parties. Any system, network or Internet failures, misuse by system users, the hacking into or disruption caused by the unauthorized access by third parties or loss of license rights could disrupt our ability to timely and accurately manufacture and ship products or to report our financial information in compliance with the timelines mandated by the SEC. Any such failure, misuse, hacking, disruptions or loss would likely cause a diversion of management's attention from the underlying business and could harm our operations. In addition, a significant failure of our global information technology system could adversely affect our ability to complete an evaluation of our internal controls and attestation activities pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

Our information systems are subject to attacks, interruptions and failures.

As part of our day-to-day business, we store our data and certain data about our customers in our global information technology system. While our system is designed with access security, if a third party gains unauthorized access to our data, including any regarding our customers, such a security breach could expose us to a risk of loss of this information, loss of business, litigation and possible liability. Our security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise. Additionally, third parties may attempt to fraudulently induce employees or customers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our customers' data or our data, including our intellectual property and other confidential business information, or our information technology systems. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any unauthorized access could result in a loss of confidence by our customers, damage our reputation, disrupt our business, lead to legal liability and negatively impact our future sales. Additionally, such actions could result in significant costs associated with loss of our intellectual property, impairment of our ability to conduct our operations, rebuilding our network and systems, prosecuting and defending litigation, responding to regulatory inquiries or actions, paying damages or taking other remedial steps.

Difficulties with our enterprise resource planning ("ERP") system and other parts of our global information technology system could harm our business and results of operation. If our network security measures are breached and unauthorized access is obtained to a customer's data or our data or our information technology systems, we may incur significant legal and financial exposure and liabilities.

LEGAL, TAX, REGULATORY AND COMPLIANCE RISKS

Changes in tax rates, tax liabilities or tax accounting rules could affect future results.

As a global company, we are subject to taxation in the United States and various other countries and jurisdictions. Significant judgment is required to determine our worldwide tax liabilities. A number of factors may affect our future effective tax rates including, but not limited to:

•interpretation and impact of the recently enacted and aforementioned U.S. tax ~~law,~~laws, the Tax ~~Cuts~~Act and ~~Jobs Act (the "Tax Act");~~the CARES Act;

•the establishment or release of valuation allowances against deferred tax assets may cause greater volatility in the effective tax rate;

•changes in our current and future global structure based on the Rofin acquisition and restructuring that involved significant movement of U.S. and foreign entities and our ability to maintain favorable tax treatment as a result of various Rofin restructuring efforts and business activities;

•the outcome of discussions with various tax authorities regarding intercompany transfer pricing arrangements;

•changes that involve other acquisitions, restructuring or an increased investment in technology outside of the United States to better align asset ownership and business functions with revenues and profits;

•changes in the composition of earnings in countries or states with differing tax rates;

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•the resolution of issues arising from tax audits with various tax authorities, and in particular, the outcome of the German tax audits ~~of our tax returns~~ for fiscal ~~years 2010-2015;~~2011-2016 and the appeals of the South Korean fiscal 2014-2017 tax audits through the Competent Authority process between South Korea, Germany and the United States;

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•adjustments to estimated taxes upon finalization of various tax returns;

•increases in expenses not deductible for tax purposes, including impairments of goodwill in connection with acquisitions;

•our ability to meet the eligibility requirements for tax holidays of limited time tax-advantage ~~status;~~status and any challenges by tax authorities regarding the timing of benefits derived from those holidays;

•changes in available tax credits;

•changes in share-based compensation;

•changes in other tax laws or the interpretation of such tax laws, including the Base Erosion Profit Shifting ~~(“BEPS”)~~ action plan implemented by the Organization for Economic Co-operation and ~~Development (“OECD”); and~~Development;

•changes in generally accepted accounting ~~principles.~~principles; and

•significant fluctuations in business activities due to the COVID-19 pandemic.

As indicated above, we are engaged in discussions with various tax authorities regarding the appropriate level of profitability for Coherent entities and this may result in changes to our worldwide tax liabilities. In addition, we are subject to regular examination of our income tax returns by the Internal Revenue Service ~~(“IRS”~~("IRS") and other tax authorities. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be materially different from the treatment reflected in our historical income tax provisions and accruals, which could materially and adversely affect our operating results and financial condition.

From time to time the United States, foreign and state governments make substantive changes to tax rules and the application of rules to companies. For example, the Tax Act has a significant impact on the taxation of Coherent including the U.S. tax treatment of our foreign operations. ~~Under the~~The Tax Act foreign earnings are now deemed to be repatriated and we therefore recorded a provisional tax amount for the deemed repatriation transitional tax liability. We also recorded a provisional tax amount for the remeasurement of certain deferred tax assets and liabilities based on the reduction of the U.S. federal tax rate under the Tax Act. These provisional tax amounts result in a higher effective tax rate for our first quarter of fiscal year 2018. The provisional tax amounts recorded are based on our reasonable estimate of the liabilities and we need to fully complete our assessment of them which may require additional information. We are still evaluating the tax provisions related to Global Intangible Low-Taxed Income (“GILTI”) and we have not made a policy election on how to account for the GILTI provisions of the Tax Act as allowed by the U.S. generally accepted accounting standards. Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what is ~~the anticipated impact.~~

~~The recent U.S. tax law changes are~~ subject to further ~~interpretations from~~interpretation by the U.S. federal and state governments and regulatory organizations, ~~such as Treasury Department and/~~legislative updates or ~~the Internal Revenue Service. Updated guidance and interpretations could change the provisional tax liabilities~~new regulations, or ~~the~~changes in accounting ~~treatment of them. A significant portion of the additional provisions~~standards for income ~~taxes we~~taxes. These actions may have ~~made due to the enactment of the Tax Act is payable by us over~~ a ~~period of up to eight years. As a result,~~material impact on our ~~cash flows from operating activities could be adversely impacted until the additional tax provisions are paid in full.~~financial results.

~~Changing laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty regarding compliance matters.~~

Federal securities laws, rules and regulations, as well as the rules and regulations of self-regulatory organizations such as NASDAQ and the NYSE, require companies to maintain extensive corporate governance measures, impose comprehensive reporting and disclosure requirements, set strict independence and financial expertise standards for audit and other committee members and impose civil and criminal penalties for companies and their chief executive officers, chief financial officers and directors for securities law violations. These laws, rules and regulations have increased and will continue to increase the scope, complexity and cost of our corporate governance, reporting and disclosure practices, which could harm our results of operations and divert management's attention from business operations. Changing laws, regulations and standards relating to corporate governance and public disclosure may create uncertainty regarding compliance matters. New or changed laws, regulations and standards are subject to varying interpretations in many cases. As a result, their application in practice may evolve over time. We are committed to maintaining high standards of ethics, corporate governance and public disclosure. Complying with evolving interpretations of new or changed legal requirements may cause us to incur higher costs as we revise current practices, policies and procedures, and may divert management time and attention from revenue generating to compliance activities. If

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our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may also be harmed.

Governmental regulations, including tariffs and duties, affecting the import or export of products could negatively affect our ~~net sales.~~business, financial condition and results of operations.

The United States, Germany, the European Union, the United Kingdom, China, South Korea, Japan and many other foreign governments impose tariffs and duties on the import and export of products, including some of those which we sell. In particular, given our worldwide operations, we pay duties on certain products when they are imported into the United States for repair work as well as on certain of our products which are manufactured by our foreign subsidiaries. These products can be subject to a duty on the product value.

Additionally, the United States and various foreign governments have imposed tariffs, controls, export license requirements and restrictions on the import or export of some technologies, especially those related to the power and performance of our products and encryption technology. From time to time, government agencies have proposed additional regulation of encryption technology, such as requiring the escrow and governmental recovery of private encryption keys. Governmental regulation of encryption technology and regulation of imports or exports, or our failure to obtain required import or export ~~approval~~licenses or other approvals for our products, could harm our international and domestic sales and adversely affect our net sales. ~~From time~~

Exports of certain of our products are subject to ~~time our duty calculations~~export controls imposed by the U.S. government and ~~payments are audited~~administered by ~~government agencies.~~the U.S. Departments of State and Commerce. In certain instances, these regulations may require pre-shipment authorization from the administering department. For ~~example, we were audited in South Korea~~products subject to the EAR, the requirement for ~~customs duties~~a license is dependent on the type and value-added-tax for the period March 2009 to March 2014. We were liable for additional payments, duties, taxes and penalties of $1.6 million, which we paid in the second quarter of fiscal 2016. Any future assessments could have a material adverse effect on our business or financial position, results of operations, or cash flows.

~~In addition, compliance with the directives~~end use of the ~~Directorate~~product, the final destination, the identity of ~~Defense Trade Controls (“DDTC”)~~the end user and whether a license exception might apply. Virtually all exports of products subject to ITAR require a license. Certain of our products are subject to EAR and to ITAR. Products and the

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associated technical data developed and manufactured in our foreign locations are subject to export controls of the applicable foreign nation. Given the current global political climate, obtaining export licenses can be difficult and time-consuming and may result in substantial expenses and diversion of ~~management. Any failure~~management’s attention. Failure (i) to obtain the required export licenses could reduce our revenue and/or (ii) to adequately address ~~the~~these directives ~~of DDTC~~ could result in ~~civil~~substantial payments, fines, penalties or damages - including the suspension or loss of our export privileges, any of which could have a material adverse effect on our business or financial position, results of operations, or cash flows. For example, German authorities are currently investigating an export compliance matter involving one of our German subsidiaries involving four former employees (whose employment was terminated following our discovery of this matter) and while we do not believe that the final resolution of this matter will be material to our consolidated financial position, results of operations or cash flows, the German government investigation is ongoing and it is possible that substantial payments, fines, penalties or damages could result.

The United States has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the United States including, in particular, on Chinese goods, economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the United States and other countries where we conduct our business. In addition, the Japanese government has recently instituted trade restrictions affecting the export to South Korea of certain products and materials used in the manufacture of flat panel displays and in the semiconductor industry. These policy changes and proposals could require time-consuming and expensive alterations to our business operations and may result in greater restrictions and economic disincentives on international trade, which could negatively impact our competitiveness in jurisdictions around the world as well as lead to an increase in costs in our supply chain. Given that we are a multinational corporation, with manufacturing located both in the United States and internationally, we may face additional susceptibility to negative impacts from these tariffs or change in trade policies regarding our inter-company trade practices. For example, we have recently seen a reduction in demand from our Chinese customers particularly in the materials processing space. Some of these customers are reevaluating expansion plans and delaying and, in limited cases, cancelling orders. In addition, new tariffs and other changes in U.S. trade policy could trigger retaliatory actions by affected countries, and certain foreign governments, including the Chinese government (which has imposed retaliatory tariffs on a range of U.S. goods including certain photonics products), some of which have instituted or are considering imposing trade sanctions on certain U.S. manufactured goods. Such changes by the United States and other countries have the potential to adversely impact U.S. and worldwide economic conditions, our industry and the global demand for our products, and as a result, could negatively affect our business, financial condition and results of operations.

As a multinational corporation, we may be subject to audits by tax, export and customs authorities, as well as other government agencies. Any future audits could lead to assessments that could have a material adverse effect on our business or financial position, results of operations, or cash flows.

Compliance or the failure to comply with current and future environmental regulations could cause us significant expense.

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include, for example, the Registration, Evaluation, Authorization and Restriction of Chemical substances ("REACH"), the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive ("RoHS") and the Waste Electrical and Electronic Equipment Directive ("WEEE") enacted in the European Union, which regulate the use of certain hazardous substances in, and require the collection, reuse and recycling of waste from, certain products we manufacture. This and similar legislation that has been or is in the process of being enacted in Japan, China, South Korea and various states of the United States may require us to re-design our products to ensure compliance with the applicable standards, for example by requiring the use of different types of materials. These redesigns or alternative materials may detrimentally impact the performance of our products, add greater testing lead-times for product introductions or have other similar effects. We believe we comply with all such legislation where our products are sold, and we will continue to monitor these laws and the regulations being adopted under them to determine our responsibilities. In addition, we are monitoring legislation relating to the reduction of carbon emissions from industrial operations to determine whether we may be required to incur any additional material costs or expenses associated with our operations. We are not currently aware of any such material costs or expenses. The SEC has promulgated rules requiring disclosure regarding the use of certain "conflict minerals" mined from the Democratic Republic of Congo and adjoining countries and procedures regarding a manufacturer's efforts to prevent the sourcing of such minerals. The implementation of such rules has required us to incur additional expense and internal resources and may continue to do so in the future, particularly in the event that only a limited pool of suppliers are available to certify that products are free from "conflict minerals." Our failure to comply with any of the foregoing regulatory requirements or contractual obligations could result in our being directly or indirectly liable for costs, fines or penalties and third-party claims, and could jeopardize our ability to conduct business in the United States and foreign countries.

Failure to maintain effective internal controls may cause a loss of investor confidence in the reliability of our financial statements or to cause us to delay filing our periodic reports with the SEC and adversely affect our stock price.

The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a report of management on internal control over financial reporting in their annual reports on Form 10-K that contain an assessment by management of the effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Although we test our internal control over financial reporting in order to ensure compliance with the Section 404 requirements, our failure to maintain adequate internal controls over financial reporting could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements or a delay in our ability to timely file our periodic reports with the SEC, which ultimately could negatively impact our stock price.

We may face particular privacy, data security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data.

We may face particular privacy, data security and data protection risks due to laws and regulations regulating the protection or security of personal and other sensitive data, including in particular several laws and regulations that have recently been enacted or adopted or are likely to be enacted or adopted in the future. For instance, effective May 25, 2018, the European General Data Protection Regulation ("GDPR") imposed additional obligations and risk upon our business and increased substantially the penalties to which we could be subject in the event of any non-compliance. GDPR requires companies to satisfy requirements regarding the handling of personal data (generally, of EU residents), including its use, protection and the rights of affected persons regarding their data. Failure to comply with GDPR requirements could result in fines of up to 20 million Euro or 4% of global annual revenues, whichever is higher. We have taken extensive measures to ensure compliance with GDPR and to minimize the risk of incurring any penalties and we continue to adapt to the developing interpretation and enforcement of GDPR as well as emerging best practice standards. For example, we have introduced an international Data Protection Organization, a European Data Protection Policy, a system for Data Protection Management and Documentation and implemented an international Intra Group Data Transfer Agreement including the EU Standard Contractual Clauses. In addition, several other jurisdictions around the world have recently enacted privacy laws or regulations similar to GDPR. For instance, California enacted the California Consumer Privacy Act ("CCPA"), which became effective January 1, 2020 and which gives consumers many of the same rights as those available under GDPR. Several laws similar to the CCPA have been proposed in the United States at both the federal and state level. Like GDPR, other similar laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to remedies that may harm our business.

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Violations of anti-bribery, anti-corruption, and/or international trade laws to which we are subject could negatively affect our business, financial condition and results of operations.

We are subject to laws concerning our business operations and marketing activities in foreign countries where we conduct business. For example, we are subject to the FCPA, U.S. export control and trade sanction laws, and similar anti-corruption and international trade laws in certain foreign countries, such as the U.K. Bribery Act. The FCPA generally prohibits U.S. companies and their officers, directors, employees, and intermediaries from making improper payments to foreign officials for the purpose of obtaining or retaining business abroad or otherwise obtaining favorable treatment. The FCPA also requires that U.S. public companies maintain books and records that fairly and accurately reflect transactions and maintain an adequate system of internal accounting controls. There can be no assurance that our employees, contractors, sales channel partners and agents will not take actions in violation of our policies and procedures, which are designed to ensure compliance with such laws. Violations of such laws and/or our policies and procedures by our employees, contractors, sales channel partners and agents could result in sanctions including civil and criminal fines, disgorgement of profits and suspension or debarment of our ability to contract with government agencies or receive export licenses and could also result in the termination of our relationships with customers and suppliers as well as financial reporting problem which could negatively affect our business, financial condition and results of operations.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

Provisions of our charter documents and Delaware law, and our ~~Change-of-Control~~Change of Control and Leadership Change Severance Plan, may have anti-takeover effects that could prevent or delay a change in control.

Provisions of our certificate of incorporation and bylaws, as well as the terms of our Change of Control and Leadership Change Severance Plan, may discourage, delay or prevent a merger or acquisition, make a merger or acquisition more costly for a potential acquirer, or make removal of incumbent directors or officers more difficult. These provisions may discourage takeover attempts and bids for our common stock at a premium over the market price. These provisions include:

•the ability of our Board of Directors to alter our bylaws without stockholder approval;

•limiting the ability of stockholders to call special meetings; and

•establishing advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

We are subject to Section 203 of the Delaware General Corporation Law, which prohibits a ~~publicly-held~~publicly held Delaware corporation from engaging in a merger, asset or stock sale or other transaction with an interested stockholder for a period of three years following the date such person became an interested stockholder, unless prior approval of our board of directors is obtained or as otherwise provided. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us without obtaining the prior approval of our board of directors, which may cause the market price of our common stock to decline. In addition, we have adopted a change of control severance plan, which provides for the payment of a cash severance benefit to each eligible employee based on the employee's position. If a change of control occurs, our successor or acquirer will be required to assume and agree to perform all of our obligations under the change of control severance plan which may discourage potential acquirers or result in a lower stock price.

Our bylaws provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a different forum for disputes with us or our directors, officers or employees.

Our bylaws provide that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state or federal court located within the State of Delaware) is the exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent to us or our stockholders, (iii) any action asserting a claim arising out of or relating to any provision of the Delaware General Corporation Law or our certificate of incorporation or bylaws (each, as in effect from time to time) or as to which the Delaware General Corporation Law confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine. Our bylaws also provide that the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. This choice of forum provision may limit a stockholder’s ability to bring a claim in a different judicial forum that such stockholder views as more favorable for such disputes which may discourage such lawsuits

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against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

GENERAL RISK FACTORS

Worldwide economic conditions and related uncertainties could negatively impact demand for our products and results of operations.

Volatility and disruption in the capital and credit markets, depressed consumer confidence, government economic policies, negative economic conditions, volatile corporate profits and reduced capital spending could negatively impact demand for our products. In particular, it is difficult to develop and implement strategy, sustainable business models and efficient operations, as well as effectively manage supply chain relationships, in the face of such conditions, including uncertainty regarding the ability of some of our suppliers to continue operations and provide us with uninterrupted supply flow. Our ability to maintain our research and development investments in our broad product offerings may be adversely impacted in the event that our future sales decline or remain flat. Spending and the timing thereof by consumers and businesses have a significant impact on our results and, where such spending is delayed or cancelled, it could have a material negative impact on our operating results. Global economic conditions have become more uncertain and challenging as the effects of the COVID-19 pandemic continue to have a significant adverse effect on the global economy. Weakness in our end markets has negatively impacted our bookings, net sales, gross margin and operating expenses, and, if it continues, would have a material adverse effect on our business, financial condition and results of operations.

Uncertainty in global fiscal policy has likely had an adverse impact on global financial markets and overall economic activity in recent years. Should this uncertain financial policy continue to occur or recur, it would likely continue to, and may in the future, negatively impact global economic activity. Any weakness in global economies would also likely have negative repercussions on U.S. and global credit and financial markets, and further exacerbate sovereign debt concerns in the European Union. All of these factors would likely adversely impact the global demand for our products and the performance of our investments, and would likely have a material adverse effect on our business, results of operations and financial condition.

Financial turmoil affecting the banking system and financial markets, as has occurred in recent years, could result in tighter credit markets and lower levels of liquidity in some financial markets. There could be a number of follow-on effects from a tightened credit environment on our business, including the insolvency of key suppliers or their inability to obtain credit to finance development and/or manufacture products resulting in product delays; inability of customers to obtain credit to finance purchases of our products and/or customer insolvencies; and failure of financial institutions negatively impacting our treasury functions. In the event our customers are unable to obtain credit or otherwise pay for our shipped products it could significantly impact our ability to collect on our outstanding accounts receivable. Other income and expense also could vary materially from expectations depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from revaluations of debt and equity securities and other investments; interest rates; cash balances; and changes in fair value of derivative instruments. Volatility in the financial markets and any overall economic uncertainty increase the risk that the actual amounts realized in the future on our financial instruments could differ significantly from the fair values currently assigned to them. Uncertainty about global economic conditions could also continue to increase the volatility of our stock price.

In addition, political and social turmoil related to international conflicts, terrorist acts, civil unrest and mass migration may put further pressure on economic conditions in the United States and the rest of the world. Unstable economic, political and social conditions make it difficult for our customers, our suppliers and us to accurately forecast and plan future business activities. If such conditions persist, our business, financial condition and results of operations could suffer. Additionally, unstable economic conditions can provide significant pressures and burdens on individuals, which could cause them to engage in inappropriate business conduct. See "Part I, Item 4. Controls and Procedures."

We are exposed to lawsuits in the normal course of business which could have a material adverse effect on our business, operating results, or financial condition.

We are exposed to lawsuits in the normal course of our business, including product liability claims, if personal injury, death or commercial losses occur from the use of our products. As a public company our stock price fluctuates for a variety of different reasons, some of which may be related to broader industry and/or market factors. As a result, from time-to-time we may be subject to the risk of litigation due to the fluctuation in stock price or other governance or market-related factors. While we typically maintain business insurance, including directors' and officers' policies, litigation can be expensive, lengthy, and disruptive to normal business operations, including the potential impact of indemnification obligations for individuals named in any such lawsuits. We may not, however, be able to secure insurance coverage on terms acceptable to us in the future.

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Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable resolution of a particular lawsuit, including a recall or redesign of products if ultimately determined to be defective, could have a material adverse effect on our business, operating results, or financial condition.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Sales of Unregistered Securities

Not applicable.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On February 5, 2020, we announced that our board of directors authorized a stock repurchase program authorizing the Company to repurchase up to $100.0 million of our common stock through January 31, 2021. No repurchases were made under the program which expired on January 31, 2021.

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ITEM 6. EXHIBITS

~~Exhibit No.~~

~~Description~~Incorporated by reference herein

Exhibit Numbers

Description

Form

Exhibit No.

Filing Date

File No.

~~3.1~~

~~Bylaws of Coherent, Inc. as amended and restated on January 28, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 31, 2018).~~

2.1*

Amended and Restated Agreement and Plan of Merger, dated as of March 9, 2021, by and among Coherent, Inc., Lumentum Holdings Inc., Cheetah Acquisition Sub, Inc. and Cheetah Acquisition Sub LLC.

8-K

2.1

March 10, 2021

001-33962

~~31.1~~

2.2*

Agreement and P l an of M e rger , dated as of March 25, 2021, by and amo ng C o herent, Inc., II-VI Incorporated and Watson M e rger Sub Inc.

8-K

2.1

March 25, 2021

001-33962

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~32.1~~32.1**

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~32.2**

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*101.INS

Inline XBRL Instance Document

101.SCH*101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL*101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF*101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE*101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

** Furnished herewith.

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COHERENT, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.



		Coherent, Inc.
		(Registrant)

Date:	~~February 7, 2018~~May 12, 2021	/s/:	~~JOHN R. AMBROSEO~~ANDREAS W. MATTES
			~~John R. Ambroseo~~Andreas W. Mattes
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	~~February 7, 2018~~May 12, 2021	/s/:	KEVIN S. PALATNIK
			Kevin S. Palatnik
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)



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



Cash, cash equivalents and short-term investments	$	163,425
Accounts receivable	90,877
Inventory	189,869
Prepaid expenses and other assets	15,362
Assets held-for-sale, current	29,545
Property and equipment	125,723
Other assets	31,854
Intangible assets:
Existing technology	169,029
In-process research and development	6,000
Backlog	5,600
Customer relationships	39,209
Trademarks	5,699
Patents	300
Goodwill	298,170
Current portion of long-term obligations	(3,633		)
Current liabilities held for sale	(7,001		)
Accounts payable	(21,314		)
Other current liabilities	(68,242		)
Long-term debt	(11,641		)
Other long-term liabilities	(122,517		)
Total	$	936,314



	December 30, 2017				September 30, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Investments in available-for-sale debt securities due in less than one year	$	37,672	$	37,711	$	30,214	$	30,251
Investments in available-for-sale debt securities due in one to five years ⁽¹⁾	$	—	$	—	$	2,250	$	2,259



	Estimated Amortization Expense
2018 (remainder)	$	41,627
2019	53,131
2020	45,583
2021	14,103
2022	3,525
2023	2,615
Thereafter	7,499
Total (excluding IPR&D)	$	168,083



	Amount
2018 (remainder)	$	7,346
2019	9,795
2020	9,795
2021	9,795
2022	9,795
2023	9,714
Thereafter	473,351
Total	$	529,591



	Time Based Restricted Stock Units				Performance Restricted Stock Units
	Number of Shares		Weighted Average Grant Date Fair Value		Number of Shares		Weighted Average Grant Date Fair Value
Nonvested stock at September 30, 2017	399		$	118.83	176		$	105.34
Granted	90		260.64		78		315.05
Vested ⁽¹⁾	(198	)	83.69		(95	)	70.57
Forfeited	(1	)	145.96		—		—
Nonvested stock at December 30, 2017	290		$	152.82	159		$	155.76



	September 30, 2017
Cash	$	33
Accounts receivable	6,931
Inventories	5,586
Prepaid expenses and other assets	607
Property and equipment	10,705
Intangible assets	11,400
Total current assets held for sale	$	35,262

Accounts payable	$	1,129
Other current liabilities	4,875
Total current liabilities held for sale	$	6,004



	Average Contract Rate	U.S. Notional Contract Value			U.S. Fair Value
Non-Designated - For US Dollars
Euro	1.1962	$	(82,784	)	$	713
Japanese Yen	110.9611	$	10,818		$	(224	)
British Pound	1.3307	$	1,219		$	7
South Korean Won	1,067.7051	$	20,141		$	(222	)
Chinese Renminbi	6.6230	$	15,138		$	97
Singapore Dollar	1.3439	$	(9,562	)	$	(2	)
Malaysian Ringgit	4.1053	$	858		$	5