Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39375 | |
Entity Registrant Name | COHERENT CORP. | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 25-1214948 | |
Entity Address, Address Line One | 375 Saxonburg Boulevard | |
Entity Address, Postal Zip Code | 16056 | |
Entity Address, City or Town | Saxonburg, | |
Entity Address, State or Province | PA | |
City Area Code | 724 | |
Local Phone Number | 352-4455 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 138,690,024 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --06-30 | |
Amendment Flag | false | |
Entity Central Index Key | 0000820318 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | COHR | |
Security Exchange Name | NASDAQ | |
Series A Mandatory Convertible Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series A Mandatory Convertible Preferred Stock, no par value | |
Trading Symbol | IIVIP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Current Assets | ||
Cash, cash equivalents, and restricted cash | $ 898,501 | $ 2,582,371 |
Accounts receivable - less allowance for doubtful accounts of $4,506 at September 30, 2022 and $4,206 at June 30, 2022 | 975,437 | 700,331 |
Inventories | 1,346,940 | 902,559 |
Prepaid and refundable income taxes | 23,205 | 19,585 |
Prepaid and other current assets | 150,547 | 100,346 |
Total Current Assets | 3,394,630 | 4,305,192 |
Property, plant & equipment, net | 1,803,646 | 1,363,195 |
Goodwill | 5,284,591 | 1,285,759 |
Other intangible assets, net | 2,984,979 | 635,404 |
Deferred income taxes | 28,451 | 31,714 |
Other assets | 334,262 | 223,582 |
Total Assets | 13,830,559 | 7,844,846 |
Current Liabilities | ||
Current portion of long-term debt | 129,011 | 403,212 |
Accounts payable | 479,385 | 434,917 |
Accrued compensation and benefits | 187,764 | 172,109 |
Operating lease current liabilities | 38,855 | 27,574 |
Accrued income taxes payable | 43,578 | 29,317 |
Other accrued liabilities | 304,491 | 199,830 |
Total Current Liabilities | 1,183,084 | 1,266,959 |
Long-term debt | 4,494,282 | 1,897,214 |
Deferred income taxes | 618,565 | 77,259 |
Operating lease liabilities | 141,542 | 110,214 |
Other liabilities | 230,568 | 109,922 |
Total Liabilities | 6,668,041 | 3,461,568 |
Mezzanine Equity | ||
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at September 30, 2022 and June 30, 2022, respectively; redemption value - $2,225,658 and $798,181, respectively | 2,153,480 | 766,803 |
Shareholders' Equity | ||
Series A preferred stock, no par value, 6% cumulative; issued - 2,300,000 shares at September 30, 2022 and June 30, 2022 | 445,319 | 445,319 |
Common stock, no par value; authorized - 300,000,000 shares; issued - 153,089,681 shares at September 30, 2022; 120,923,171 shares at June 30, 2022 | 3,671,514 | 2,064,552 |
Accumulated other comprehensive loss | (101,431) | (2,167) |
Retained earnings | 1,273,850 | 1,348,125 |
Shareholders' equity excluding treasury stock | 5,289,252 | 3,855,829 |
Treasury stock, at cost; 14,802,661 shares at September 30, 2022 and 13,972,758 shares at June 30, 2022 | (280,214) | (239,354) |
Total Shareholders' Equity | 5,009,038 | 3,616,475 |
Total Liabilities, Mezzanine Equity and Shareholders' Equity | $ 13,830,559 | $ 7,844,846 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Accounts receivable, allowance for doubtful accounts | $ 4,506 | $ 4,206 | |
Common stock, no par value (in usd per share) | $ 0 | $ 0 | |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock, shares issued (in shares) | 153,089,681 | 120,923,171 | |
Treasury stock (in shares) | 14,802,661 | 13,972,758 | |
Series B Convertible Preferred Stock | |||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0 | $ 0 | |
Redeemable convertible preferred stock, cumulative percentage | 5% | 5% | |
Redeemable convertible preferred stock, shares issued (in shares) | 215,000 | 75,000 | |
Redeemable convertible preferred stock redemption value | $ 2,225,658 | $ 798,181 | |
Series A Preferred Stock | |||
Preferred stock, par value (in usd per share) | $ 0 | $ 0 | |
Preferred stock, dividend rate, percentage | 6% | 6% | |
Preferred stock, shares issued (in shares) | 2,300,000 | 2,300,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 1,344,570 | $ 795,111 |
Costs, Expenses, and Other Expense (Income) | ||
Cost of goods sold | 900,996 | 488,487 |
Internal research and development | 121,084 | 88,966 |
Selling, general and administrative | 280,014 | 122,608 |
Interest expense | 61,889 | 12,191 |
Other expense (income), net | 31,605 | (7,582) |
Total Costs, Expenses, & Other Expense (Income) | 1,395,588 | 704,670 |
Earnings (Loss) Before Income Taxes | (51,018) | 90,441 |
Income Tax Expense (Benefit) | (12,320) | 15,977 |
Net Earnings (Loss) | (38,698) | 74,464 |
Less: Dividends on Preferred Stock | 35,577 | 17,082 |
Net Earnings (Loss) available to the Common Shareholders | $ (74,275) | $ 57,382 |
Basic Earning (Loss)Per Share (in usd per share) | $ (0.56) | $ 0.54 |
Diluted Earnings (Loss) Per Share (in usd per share) | $ (0.56) | $ 0.50 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net earnings (loss) | $ (38,698) | $ 74,464 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (132,371) | (14,381) |
Pension adjustment, net of taxes | 39 | 0 |
Comprehensive income (loss) | (137,962) | 62,764 |
Interest Rate Swap | ||
Other comprehensive income (loss): | ||
Change in fair value of interest rate swap and interest rate cap, net of taxes | 12,604 | 2,681 |
Interest Rate Cap | ||
Other comprehensive income (loss): | ||
Change in fair value of interest rate swap and interest rate cap, net of taxes | $ 20,464 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Pension adjustment tax | $ 0 | |
Interest Rate Swap | ||
Change in fair value of interest rate swap and interest rate cap, taxes | 3,452 | $ 734 |
Interest Rate Cap | ||
Change in fair value of interest rate swap and interest rate cap, taxes | $ 9,258 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from Operating Activities | ||
Net earnings (loss) | $ (38,698) | $ 74,464 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation | 64,669 | 49,297 |
Amortization | 82,617 | 20,395 |
Share-based compensation expense | 54,185 | 23,796 |
Amortization of discount on convertible debt and debt issuance costs | 4,466 | 2,227 |
Unrealized gains on foreign currency remeasurements and transactions | (22,273) | (4,882) |
Earnings from equity investments | (613) | (687) |
Deferred income taxes | (14,479) | 10,672 |
Loss on debt extinguishment | 6,835 | 0 |
Increase (decrease) in cash from changes in (net of effect of acquisitions): | ||
Accounts receivable | (1,326) | (1,821) |
Inventories | 7,514 | (56,260) |
Accounts payable | (42,865) | (4,248) |
Contract liabilities | 44,419 | 10,790 |
Income taxes | (8,633) | (6,826) |
Accrued compensation and benefits | (44,910) | (56,273) |
Other operating net assets (liabilities) | (11,330) | (8,308) |
Net cash provided by operating activities | 79,577 | 52,336 |
Cash Flows from Investing Activities | ||
Additions to property, plant & equipment | (138,990) | (47,565) |
Purchases of businesses, net of cash acquired | (5,488,556) | 0 |
Other investing activities | (711) | 0 |
Net cash used in investing activities | (5,628,257) | (47,565) |
Cash Flows from Financing Activities | ||
Proceeds from Long-term Lines of Credit | 65,000 | 0 |
Proceeds from issuance of Series B Preferred Shares | 1,400,000 | 0 |
Payments on convertible notes | (3,561) | 0 |
Debt issuance costs | (126,516) | 0 |
Equity issuance costs | (42,000) | 0 |
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan | 7,425 | 7,481 |
Payments in satisfaction of employees' minimum tax obligations | (40,885) | (13,017) |
Payment of dividends | 0 | (13,808) |
Other financing activities | (292) | (1,109) |
Net cash provided by (used in) financing activities | 3,912,742 | (35,966) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (42,273) | (522) |
Net decrease in cash, cash equivalents, and restricted cash | (1,678,211) | (31,717) |
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | 2,582,371 | 1,591,892 |
Cash, Cash Equivalents, and Restricted Cash at End of Period | 904,160 | 1,560,175 |
Cash paid for interest | 45,963 | 8,326 |
Cash paid for income taxes | 14,920 | 12,417 |
Additions to property, plant & equipment included in accounts payable | 71,035 | 38,400 |
Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||
Restricted cash | 22,000 | |
Cash, cash equivalents, and restricted cash | 898,501 | 1,560,175 |
Restricted cash, non-current | 5,659 | |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | 904,160 | 1,560,175 |
Term A Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowing of Term Facility | 850,000 | 0 |
Payments on existing debt | (996,429) | (15,513) |
Term B Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowing of Term Facility | $ 2,800,000 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity and Mezzanine Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Interest Rate Swap | Interest Rate Cap | Preferred Shares | Common Stock | Common Stock Cumulative Effect, Period of Adoption, Adjustment | Preferred Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Interest Rate Swap | Accumulated Other Comprehensive Income (Loss) Interest Rate Cap | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock |
Beginning balance, Common Stock (in shares) at Jun. 30, 2021 | 119,127 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2021 | 2,300 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2021 | (13,640) | |||||||||||||
Beginning balance at Jun. 30, 2021 | $ 3,406,170 | $ (11,472) | $ 2,028,273 | $ (56,388) | $ 445,319 | $ 14,267 | $ 1,136,777 | $ 44,916 | $ (218,466) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Share-based and deferred compensation activities (in shares) | (844) | (200) | ||||||||||||
Share-based and deferred compensation activities | 17,632 | $ 30,567 | $ (12,935) | |||||||||||
Net Earnings | 74,464 | 74,464 | ||||||||||||
Foreign currency translation adjustments | (14,381) | (14,381) | ||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | $ 2,681 | $ 0 | $ 2,681 | |||||||||||
Pension adjustment, net of taxes of $0 | 0 | |||||||||||||
Dividends | (17,082) | (17,082) | ||||||||||||
Ending balance, Common Stock, (in shares) at Sep. 30, 2021 | 119,971 | |||||||||||||
Ending balance, Preferred Stock(in shares) at Sep. 30, 2021 | 2,300 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2021 | (13,840) | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 3,458,012 | $ 2,002,452 | $ 445,319 | 2,567 | 1,239,075 | $ (231,401) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 75 | |||||||||||||
Beginning balance at Jun. 30, 2021 | $ 726,178 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Dividends | $ 10,182 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 75 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 736,360 | |||||||||||||
Beginning balance, Common Stock (in shares) at Jun. 30, 2022 | 120,923 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2022 | 2,300 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2022 | (13,973) | |||||||||||||
Beginning balance at Jun. 30, 2022 | $ 3,616,475 | $ 2,064,552 | $ 445,319 | (2,167) | 1,348,125 | $ (239,354) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Share-based and deferred compensation activities (in shares) | (2,398) | (830) | ||||||||||||
Share-based and deferred compensation activities | 20,571 | $ 61,431 | $ (40,860) | |||||||||||
Coherent Acquisition (in shares) | 22,588 | |||||||||||||
Coherent Acquisition | $ 1,207,591 | $ 1,207,591 | ||||||||||||
Convertible debt conversions (in shares) | 7,181 | |||||||||||||
Convertible debt conversions | $ 337,940 | |||||||||||||
Net Earnings | (38,698) | (38,698) | ||||||||||||
Foreign currency translation adjustments | (132,371) | (132,371) | ||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | $ 12,604 | $ 20,464 | $ 12,604 | $ 20,464 | ||||||||||
Pension adjustment, net of taxes of $0 | 39 | 39 | ||||||||||||
Dividends | (35,577) | (35,577) | ||||||||||||
Ending balance, Common Stock, (in shares) at Sep. 30, 2022 | 153,090 | |||||||||||||
Ending balance, Preferred Stock(in shares) at Sep. 30, 2022 | 2,300 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2022 | (14,803) | |||||||||||||
Ending balance at Sep. 30, 2022 | 5,009,038 | $ 3,671,514 | $ 445,319 | $ (101,431) | $ 1,273,850 | $ (280,214) | ||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 75 | |||||||||||||
Beginning balance at Jun. 30, 2022 | 766,803 | $ 766,803 | ||||||||||||
Mezzanine Equity | ||||||||||||||
Issuance of Series B shares (in shares) | 140 | |||||||||||||
Issuance of Series B shares | $ 1,358,000 | |||||||||||||
Dividends | $ 28,677 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 215 | |||||||||||||
Ending balance at Sep. 30, 2022 | $ 2,153,480 | $ 2,153,480 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity and Mezzanine Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Pension adjustment tax | $ 0 | |
Interest Rate Swap | ||
Change in fair value of interest rate swap and interest rate cap, taxes | 3,452 | $ 734 |
Interest Rate Cap | ||
Change in fair value of interest rate swap and interest rate cap, taxes | $ 9,258 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of Coherent Corp. (“Coherent”, the “Company”, “we”, “us” or “our”) for the three months ended September 30, 2022 and 2021 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 29, 2022. The condensed consolidated results of operations for the three months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet information as of June 30, 2022 was derived from the Company’s audited consolidated financial statements. The Company is closely monitoring the ongoing impact of the COVID-19 pandemic and related factors on all aspects of our business, including the impact to our employees, suppliers and customers, as well as the impact to our supply chain and the countries and markets in which Coherent operates. In particular, the Company is continuing to focus intensely on mitigating any resulting adverse impacts on our foreign and domestic operations, starting by prioritizing the safety of our employees, suppliers and customers. We previously classified intangible asset amortization expense within Selling, general and administrative (“SG&A”) expenses in our Condensed Consolidated Statements of Earnings (Loss). Amortization expense on the developed technology intangible assets is now classified within Cost of goods sold, with amortization expense on customer lists and trade names remaining within SG&A expenses in our Condensed Consolidated Statements of Earnings (Loss). Prior period amounts have been conformed to the current period presentation, which resulted in an increase to Cost of goods sold and a decrease to SG&A expenses of $10 million for the three months ended September 30, 2021. |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the Financial Accounting Standards Board (the "FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is in the process of evaluating the impact of the pronouncement. Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ASC 606, Revenue from Contracts with Customers, rather than adjust them to fair value at the acquisition date. We have adopted this accounting standard as of July 1, 2022. The acquisition of Coherent, Inc. has been accounted for in accordance with ASU 2021-08, as will any future acquisitions. Results of operations for quarterly periods prior to adoption remain unchanged as a result of the adoption of ASU No. 2021-08. Refer to Note 3. Coherent Acquisition for further information. |
Coherent Acquisition
Coherent Acquisition | 3 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Coherent Acquisition | Coherent Acquisition On July 1, 2022 (the "Closing Date"), the Company completed its acquisition of Coherent, Inc. (the “Merger”), a global provider of lasers and laser-based technology for scientific, commercial, and industrial customers, in a combined cash and stock transaction in accordance with the Agreement and Plan of Merger dated March 25, 2021 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, each share of common stock of legacy Coherent, Inc. (“Legacy Coherent”), par value $0.01 per share (the “Legacy Coherent Common Stock”), issued and outstanding immediately prior to July 1, 2022, was canceled and extinguished and automatically converted into the right to receive $220.00 in cash and 0.91 of a share of Coherent's Common Stock. Following the completion of the Legacy Coherent acquisition, the Company announced a new brand identity, including a corporate name change to Coherent Corp. (Nasdaq: COHR) on September 8, 2022. On the Closing Date, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a new term loan A credit facility (the "Term A Facility") in an aggregate principal amount of $850 million a new term loan B credit facility (the "Term B Facility") (and, together with the Term A Facility, the “Term Facilities”) in an aggregate principal amount of $2.8 billion, and a new revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $350 million, including a letter of credit sub-facility of up to $50 million. For additional information on the credit facility refer to Note 8. Debt. In order to complete the funding of the Merger, the Company had a net cash outflow of $2.1 billion on July 1, 2022. The Company recorded $62 million of acquisition related costs in the three months ended September 30, 2022, representing professional and other direct acquisition costs. These costs are recorded within SG&A expense in our Condensed Consolidated Statement of Earnings (Loss). Approximately 23 million shares of Coherent's common stock, no par value ("Coherent Common Stock") in the aggregate were issued in conjunction with the closing of the Merger. Total preliminary Merger consideration was $7.1 billion, including replacement equity awards attributable to pre-combination service for certain Legacy Coherent restricted stock units. The preliminary total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000): Shares Per Share Total Consideration Cash paid for merger consideration — — $ 5,460,808 Shares of COHR common stock issued to Legacy Coherent stockholders 22,587,885 $49.83 1,125,554 Converted Legacy Coherent RSUs attributable to pre-combination service — — 82,037 Payment of Legacy Coherent debt — — 364,544 Payment of Legacy Coherent transaction expenses — — 62,840 $ 7,095,783 The Company allocated the fair value of the preliminary purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, generally based on estimated fair values. The excess preliminary purchase price over those fair values is recorded as goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, property, plant & equipment and deferred income taxes. The purchase price allocation set forth herein is preliminary and will be revised as third party valuations are finalized or additional information becomes available during the measurement period, which could be up to 12 months from the Closing Date. Any such revisions or changes may be material. The Company utilized market available benchmarking analysis to perform the preliminary allocation. Our preliminary allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000): Allocation as of 7/1/2022 Assets Current Assets Cash, cash equivalents, and restricted cash $ 393,324 Accounts receivable 270,928 Inventories (i) 497,345 Prepaid and refundable income taxes 8,869 Prepaid and other current assets 41,467 Total Current Assets 1,211,933 Property, plant & equipment, net (ii) 424,228 Deferred income taxes 1,115 Other assets 102,726 Other intangible assets, net (iii) 2,425,454 Goodwill 4,005,727 Total Assets $ 8,171,183 Liabilities Current Liabilities Current portion of long-term debt $ 4,504 Accounts payable 116,754 Accrued compensation and benefits 60,596 Operating lease current liabilities 13,002 Accrued income taxes payable 16,936 Other accrued liabilities 136,042 Total Current Liabilities 347,834 Long-term debt 22,991 Deferred income taxes 563,824 Operating lease liabilities 43,313 Other liabilities 97,438 Total Liabilities $ 1,075,400 Preliminary aggregate acquisition consideration $ 7,095,783 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company believes that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows. As of July 1, 2022, the Company disaggregates revenue into four end markets: industrial, communications, electronics and instrumentation. All prior period market and segment disclosure information has been reclassified to conform to the current reporting structure. Effective July 1, 2022, the Company updated the operating segments due to the closing of the Merger. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments. See Note 13. Segment Reporting for further details. The following tables summarize disaggregated revenue for the three months ended September 30, 2022 and 2021 ($000): Three Months Ended September 30, 2022 Networking Materials Lasers Total Industrial $ 18,693 $ 144,083 $ 298,241 $ 461,017 Communications 563,521 21,877 — 585,398 Electronics 3,822 176,622 — 180,444 Instrumentation 10,512 13,062 94,137 117,711 Total Revenues $ 596,548 $ 355,644 $ 392,378 $ 1,344,570 Three Months Ended September 30, 2021 Networking Materials Total Industrial $ 21,729 $ 154,884 $ 176,613 Communications 498,632 19,875 518,507 Electronics 2,967 77,020 79,987 Instrumentation 7,685 12,319 20,004 Total Revenues $ 531,013 $ 264,098 $ 795,111 Contract Liabilities |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories were as follows ($000): September 30, June 30, Raw materials $ 444,010 $ 318,758 Work in progress 581,752 408,405 Finished goods 321,178 175,396 $ 1,346,940 $ 902,559 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consists of the following ($000): September 30, June 30, Land and improvements $ 36,271 $ 19,368 Buildings and improvements 609,839 415,530 Machinery and equipment 1,841,274 1,651,762 Construction in progress 354,341 271,605 Finance lease right-of-use asset 25,000 25,000 2,866,725 2,383,265 Less accumulated depreciation (1,063,079) (1,020,070) $ 1,803,646 $ 1,363,195 During the three months ended September 30, 2022, as part of the Coherent, Inc. acquisition, a fair value step-up in the amount of $128 million was recorded to property, plant and equipment as part of the preliminary purchase price allocation. The step-up will be amortized over the useful lives of the related assets. Refer to Note 3. Coherent Acquisition for additional information. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill were as follows ($000): Three Months Ended September 30, 2022 Networking Materials Lasers Total Balance-beginning of period $ 1,048,743 $ 237,016 $ — $ 1,285,759 Transfer between segments 1 (35,466) 35,466 — — Goodwill acquired — — 4,005,727 4,005,727 Foreign currency translation (4,199) (2,285) (411) (6,895) Balance-end of period $ 1,009,078 $ 270,197 $ 4,005,316 $ 5,284,591 1 - Refer to Note 13. Segment Reporting for information regarding the segment transfer of goodwill between segments. The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of September 30, 2022 and June 30, 2022 were as follows ($000): September 30, 2022 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 1,701,446 $ (191,158) $ 1,510,288 $ 473,845 $ (144,409) $ 329,436 Trade Names 248,014 (7,660) 240,354 22,536 (7,454) 15,082 Customer Lists 1,441,510 (207,173) 1,234,337 464,880 (173,994) 290,886 Other 1,557 (1,557) — 1,563 (1,563) — Total $ 3,392,527 $ (407,548) $ 2,984,979 $ 962,824 $ (327,420) $ 635,404 |
Debt
Debt | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt as of the dates indicated were as follows ($000): September 30, June 30, New Term A Facility, interest at LIBOR, as defined, plus 2.00% $ 850,000 $ — New Revolving Credit Facility, interest at LIBOR, as defined, plus 2.00% 65,000 — Debt issuance costs, New Term A Facility and New Revolving Credit Facility (22,251) — New Term B Facility, interest at LIBOR, as defined, plus 2.75% 2,800,000 — Debt issuance costs, New Term B Facility (76,581) — 1.30% Term loan due 2024 260 — 1.00% State of Connecticut term loan due 2023 2,426 — Facility construction loan in Germany due 2030 21,965 — Existing Term A Facility, interest at LIBOR, as defined, plus 1.375% — 995,363 Debt issuance costs, Existing Term A Facility and Existing Revolving Credit Facility — (18,396) 5.000% Senior Notes 990,000 990,000 Debt issuance costs and discount, Senior Notes (7,526) (7,703) 0.25% Convertible Senior Notes — 341,501 Debt issuance costs and discount, 0.25% Convertible Senior Notes — (339) Total debt 4,623,293 2,300,426 Current portion of long-term debt (129,011) (403,212) Long-term debt, less current portion $ 4,494,282 $ 1,897,214 Senior Credit Facilities On July 1, 2022, Coherent entered into a Credit Agreement by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of the Term A Facility, with an aggregate principal amount of $850 million, the Term B Facility, with an aggregate principal amount of $2,800 million, and the New Revolving Credit Facility, in an aggregate principal amount of $350 million, including a letter of credit sub-facility of up to $50 million. The New Term A Facility and the Revolving Credit Facility each bear interest at LIBOR subject to a 0.00% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings are initially expected to bear interest at LIBOR plus 2.00%. The New Term B Facility bears interest at LIBOR (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred interest expense of $50 million in the three months ended September 30, 2022, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). Proceeds of the loans borrowed under the Term Facilities on July 1, 2022, together with other financing sources (including the net proceeds from Coherent's offer and sale of its 5.000% Senior Notes due 2029 (the "Senior Notes") and cash on hand) were used to fund the cash portion of the Merger consideration, the repayment of certain indebtedness (including the repayment in full of all amounts outstanding under the Prior Credit Agreement as defined below), and certain fees and expenses in connection with the Merger and otherwise for general corporate purposes. The Company capitalized approximately $90 million of debt issuance costs during the three months ended September 30, 2022. These capitalized costs are presented as contra-debt within the long-term debt caption in the Condensed Consolidated Balance Sheet. Amortization of debt issuance costs related to the New Term Facilities for the three months ended September 30, 2022 totaled $4 million and is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). As of September 30, 2022, the Company was in compliance with all covenants under the New Term Facilities. Prior Senior Credit Facilities Through June 30, 2022, the Company had senior credit facilities (the "Prior Senior Credit Facilities") with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. The credit agreement governing the Senior Credit Facilities (the "Prior Credit Agreement") provided for senior secured financing of $2.4 billion in the aggregate, consisting of (i) Aggregate principal amount of $1,255 million for a five (ii) Aggregate principal amount of $720 million for a seven (iii) Aggregate principal amount of $450 million for a five The Prior Credit Agreement also provided for a letter of credit sub-facility not to exceed $25 million and a swing loan sub-facility initially not to exceed $20 million. On July 1, 2022, the Company terminated the Prior Credit Agreement and repaid all amounts outstanding thereunder. Debt extinguishment costs related to the termination of the Prior Credit Agreement of $17 million were expensed in other expense (income), net in the Condensed Consolidated Statement of Earnings (Loss) during the three months ended September 30, 2022. Bridge Loan Commitment Subject to the terms of an amended and restated commitment letter entered into in connection with Coherent entering into the Merger Agreement, the commitment parties thereto committed to provide, in addition to the Term Facilities and the Revolving Credit Facility, a senior unsecured bridge loan facility in an aggregate principal amount of $990 million (the "Bridge Loan Commitment"). As a result of the issuance and sale of the Senior Notes, the Bridge Loan Commitment was terminated. During the three months ended September 30, 2022, the Company incurred expenses of $18 million related to the termination of the Bridge Loan Commitment, which is included in other expense (income) in the Condensed Consolidated Statements of Earnings (Loss). There will be no additional expense related to the Bridge Loan Commitment going forward. Debt Assumed through Acquisition The Company assumed the remaining balances of three term loans with the closing of the Merger. The aggregate principal amount outstanding is $25 million as of September 30, 2022. The terms loans assumed consisted of the following: (i) 1.3% Term Loan due 2024 (ii) 1.0% State of Connecticut Term Loan due 2023 and (iii) Facility construction loan in Germany due 2030. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were to be and were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years and borrowings bear interest at 1.55% per annum. Payments are made quarterly. 5.000% Senior Notes due 2029 On December 10, 2021, the Company issued and sold $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029 . On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company may redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The Indenture contains customary covenants and events of default, including default relating to among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of September 30, 2022, the Company was in compliance with all covenants under the Indenture. 0.25% Convertible Senior Notes due 2022 In August 2017, the Company issued and sold $345 million aggregate principal amount of its 0.25% Convertible Senior Notes due 2022 (the "Convertible Notes") in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended. Beginning on June 1, 2022 until the close of business on the business day immediately preceding September 1, 2022 ( the "Maturity Date") holders were able to convert their Convertible Notes at any time. For the fiscal quarter ended September 30, 2022, the holders of the Coherent Convertible Notes converted $332 million of principal and received approximately 7 million shares of Coherent Common Stock in settlement of the conversions. On the Maturity Date, $4 million aggregate principal amount of Convertible Notes remained outstanding, and was repaid in cash, and the Convertible Notes are no longer outstanding. At the Maturity Date, the accrued interest on the Coherent Convertible Notes was immaterial. The total interest expense related to the Convertible Notes was immaterial for both the three months ended September 30, 2022 and September 30, 2021. Aggregate Availability The Company had aggregate availability of $285 million under its Revolving Credit Facility as of September 30, 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s year-to-date effective income tax rate at September 30, 2022 was 24% compared to an effective tax rate of 18% for the same period in 2021. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to nondeductible expenses and tax rate differentials between U.S. and foreign jurisdictions. U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of September 30, 2022 and June 30, 2022, the Company’s gross unrecognized income tax benefit, excluding interest and penalties, was $72 million and $37 million, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, $32 million of the gross unrecognized tax benefits at September 30, 2022 would impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision in the Condensed Consolidated Statements of Earnings (Loss). The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $6 million and $3 million at September 30, 2022 and June 30, 2022, respectively. Fiscal years 2019 to 2022 remain open to examination by the Internal Revenue Service, fiscal years 2018 to 2022 remain open to examination by certain state jurisdictions, and fiscal years 2011 to 2022 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in California for the years ended September 30, 2018 through September 30, 2019; Colorado for the years ended September 30, 2018 through September 30, 2021; Minnesota for the years ended September 30, 2018 through September 30, 2021; Vietnam for the years ended September 30, 2018 through September 30, 2021; India for the year ended March 31, 2016; and Germany for the years ended June 30, 2012 through September 30, 2018. The Company believes its income tax reserves for these tax matters are adequate. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases assets are recorded in property, plant and equipment, net, and finance lease liabilities within other accrued liabilities and other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating leases are recorded in other assets and operating lease liabilities, current and non-current on the Company’s Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term. The Company’s lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, the Company considers 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. The Company accounts for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of leased assets and corresponding liabilities. The Company’s lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that Coherent will exercise that option. The Company’s lease assets also include any lease payments made and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000): Three Months Ended September 30, 2022 Three Months Ended Finance lease cost Amortization of right-of-use assets $ 417 $ 417 Interest on lease liabilities 288 307 Total finance lease cost 705 724 Operating lease cost 12,848 9,134 Sublease income — 368 Total lease cost $ 13,553 $ 9,490 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 288 $ 307 Operating cash flows from operating leases 12,679 8,726 Financing cash flows from finance leases 341 306 Weighted-Average Remaining Lease Term (in Years) Finance leases 9.3 10.3 Operating leases 6.2 7.0 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % Operating leases 5.3 % 5.9 % |
Leases | Leases We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases assets are recorded in property, plant and equipment, net, and finance lease liabilities within other accrued liabilities and other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating leases are recorded in other assets and operating lease liabilities, current and non-current on the Company’s Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term. The Company’s lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, the Company considers 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. The Company accounts for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of leased assets and corresponding liabilities. The Company’s lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that Coherent will exercise that option. The Company’s lease assets also include any lease payments made and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000): Three Months Ended September 30, 2022 Three Months Ended Finance lease cost Amortization of right-of-use assets $ 417 $ 417 Interest on lease liabilities 288 307 Total finance lease cost 705 724 Operating lease cost 12,848 9,134 Sublease income — 368 Total lease cost $ 13,553 $ 9,490 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 288 $ 307 Operating cash flows from operating leases 12,679 8,726 Financing cash flows from finance leases 341 306 Weighted-Average Remaining Lease Term (in Years) Finance leases 9.3 10.3 Operating leases 6.2 7.0 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % Operating leases 5.3 % 5.9 % |
Equity and Redeemable Preferred
Equity and Redeemable Preferred Stock | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Equity and Redeemable Preferred Stock | Equity and Redeemable Preferred Stock Mandatory Convertible Preferred Stock In July 2020, the Company issued 2.3 million shares of 6.00% Series A Mandatory Convertible Preferred, no par value per share (“Mandatory Convertible Preferred Stock”). Unless previously converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the Mandatory Conversion Date (as defined in the Statement with Respect to Shares establishing the Mandatory Convertible Preferred Stock) into a number of shares of Coherent Common Stock equal to not more than 4.6512 shares and not less than 3.8760 shares (the "Minimum Conversion Rate"), depending on the applicable market value of the Coherent Common Stock, subject to certain anti-dilution adjustments. Other than in the event of one of certain fundamental changes, a holder of Mandatory Convertible Preferred Stock may, at any time prior to July 1, 2023, elect to convert such holder's shares, in whole or in part, at a Minimum Conversion Rate per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments. If one of certain fundamental changes occurs on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of Coherent Common Stock at the conversion rate determined in accordance with the terms of the Mandatory Convertible Preferred Stock during the period beginning on, and including, the effective date of such change and ending on, and including, the date that is 20 calendar days after the effective date of such fundamental change (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 1, 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a dividend make-whole amount and, to the extent there is any, the accumulated dividend amount, in each case as calculated in accordance with the terms of the Mandatory Convertible Preferred Stock. The Company recognized $7 million of preferred stock dividends for both the three months ended September 30, 2022 and September 30, 2021 associated with the Mandatory Convertible Preferred Stock, which were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of September 30, 2022. The following table presents dividends per share and dividends recognized for the three months ended September 30, 2022 and September 30, 2021: Three Months Ended September 30, 2022 Three Months Ended Dividends per share $ 3.00 $ 3.00 Mandatory Convertible Preferred Stock dividends ($000) 6,900 6,900 Series B-1 Convertible Preferred Stock In March 2021, the Company issued 75,000 shares of Series B-1 Convertible Preferred Stock, no par value per share ("Series B-1 Preferred Stock"). The shares of Series B-1 Preferred Stock are convertible into shares of Coherent Common Stock as follows: • at the election of the holder, at an initial conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”) upon the delivery by Coherent to the holders of the Series B-1 Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and • at the election of the Company, any time following March 31, 2024 at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days. The issued shares of Series B-1 Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-2 Preferred Stock as defined below, on an as-converted basis, subject to limited exceptions. On or at any time after March 31, 2031: • each holder has the right to require the Company to redeem all of their Coherent Series B-1 Convertible Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and • the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B-1 Preferred Stock outstanding, for cash, at the Redemption Price. In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B-1 Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026. If the Company defaults on a payment obligation with respect to the Series B-1 Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum. The Series B-1 Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity. The Series B-1 Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings Available to Common Shareholders. Series B-2 Convertible Preferred Stock On July 1, 2022, the Company issued 140,000 shares of Series B-2 Convertible Preferred Stock, no par value per share ("Series B-2 Preferred Stock" and, together with the Series B-1 Preferred Stock, the "Series B Preferred Stock"). The shares of Series B-2 Preferred Stock are convertible into shares of Coherent Common Stock as follows: • at the election of the holder the Conversion Price upon the delivery by Coherent to the holders of the Series B-2 Preferred Stock of an offer to repurchase the Coherent Series B-2 Convertible Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock); and • at the election of the Company, any time following July 1, 2025 at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days. The issued shares of Series B-2 Convertible Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-1 Preferred Stock, on an as-converted basis, subject to limited exceptions. On or at any time after July 1, 2032: • each holder has the right to require the Company to redeem all of their Series B-2 Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value for such shares (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and • the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B-2 Preferred Stock outstanding, for cash, at the Redemption Price. In connection with any Fundamental Change, and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B-2 Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to July 1, 2027, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through July 1, 2027. If the Company defaults on a payment obligation with respect to the Series B-2 Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum. The Series B-2 Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity. The Series B-2 Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings Available to Common Shareholders. The Company recognized $29 million and $10 million of preferred stock dividends related to the Series B Preferred Stock for the three months ended September 30, 2022 and September 30, 2021, respectively, which were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of September 30, 2022. The following table presents dividends per share and dividends recognized for the three months ended September 30, 2022 and September 30, 2021: Three Months Ended September 30, 2022 Three Months Ended Dividends per share $ 133.38 $ 135.77 Dividends ($000) 27,477 9,704 Deemed dividends ($000) 1,200 478 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. For the three months ended September 30, 2022, as the Company was in a net loss position, no dilution was included in the calculation of earnings (loss) per share. Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings (loss) per common share. For the three months ended September 30, 2022, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares, calculated based on the average stock price for each fiscal period, using the treasury stock method, as well as the shares of Coherent Common Stock issuable upon conversion of outstanding convertible debt, the Series A Mandatory Convertible Preferred Stock and the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the three months ended September 30, 2022 and September 30, 2021 ($000): Three Months Ended 2022 2021 Numerator Net earnings (loss) $ (38,698) $ 74,464 Deduct Series A preferred stock dividends (6,900) (6,900) Deduct Series B dividends and deemed dividends (28,677) (10,182) Basic earnings (loss) available to common shareholders $ (74,275) $ 57,382 Effect of dilutive securities: Add back interest on Convertible Notes (net of tax) $ — $ 502 Diluted earnings (loss) available to common shareholders $ (74,275) $ 57,884 Denominator Weighted average shares 133,280 105,761 Effect of dilutive securities: Common stock equivalents — 2,758 Convertible Notes — 7,330 Diluted weighted average common shares 133,280 115,849 Basic earnings (loss) per common share $ (0.56) $ 0.54 Diluted earnings (loss) per common share $ (0.56) $ 0.50 The following table presents potential shares of Coherent Common Stock excluded from the calculation of diluted earnings (loss) per share as their effect would have been anti-dilutive for the three months ended September 30, 2022 and September 30, 2021 ($000): Three Months Ended 2022 2021 Common stock equivalents 1,762 30 Convertible Notes 4,474 — Series A Mandatory Convertible Preferred Stock 9,604 8,915 Series B Convertible Preferred Stock 25,861 8,993 Total anti-dilutive shares 41,701 17,938 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company reports its business segments using the “management approach” model for segment reporting. This means that the Company determines its reportable business segments based on the way the chief operating decision-maker organizes business segments within the Company for making operating decisions and assessing financial performance. On July 1, 2022, the Company completed its acquisition of Legacy Coherent. See Note 3. Coherent Acquisition for further information. The operating results of Legacy Coherent are reflected in the Lasers segment. Effective July 1, 2022 the Company reports its financial results in the following three newly designated segments: (i) Networking, (ii) Materials, and (iii) Lasers. Previously, financial results had been reported in the following two segments: (i) Photonic Solutions, and (ii) Compound Semiconductors. The Networking segment represents the former Photonic Solutions segment and the Materials segment represents the former Compound Semiconductors segment The Company’s chief operating decision maker receives and reviews financial information based on these three segments. The Company evaluates business segment performance based upon segment operating income, which is defined as earnings before income taxes, interest and other income or expense. The segments are managed separately due to the market, production requirements and facilities unique to each segment. The accounting policies are consistent across each segment. To the extent possible, the Company’s corporate expenses and assets are allocated to the segments. The expenses associated with the Coherent acquisition for the three months ended September 30, 2022 are wholly allocated to the Lasers segment. For the three months ended Sept 30, 2021, the expenses associated with the pending acquisition of Coherent were not allocated to an operating segment, and were presented in Unallocated and Other. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments. The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended September 30, 2022 Networking Materials Lasers Unallocated Total Revenues $ 596,548 $ 355,644 $ 392,378 $ — $ 1,344,570 Inter-segment revenues 18,740 95,054 166 (113,960) — Operating income (loss) 90,982 75,335 (123,841) — 42,476 Interest expense — — — — (61,889) Other income (expense), net — — — — (31,605) Income taxes — — — — 12,320 Net loss — — — — (38,698) Depreciation and amortization 42,774 26,527 77,985 — 147,286 Expenditures for property, plant & equipment 43,830 74,898 20,262 — 138,990 Segment assets 3,491,637 2,251,544 8,087,378 — 13,830,559 Goodwill 1,009,078 270,197 4,005,316 — 5,284,591 Three Months Ended September 30, 2021 Networking Materials Unallocated Total Revenues $ 531,013 $ 264,098 $ — $ 795,111 Inter-segment revenues 32,169 62,763 (94,932) — Operating income (loss) 59,439 46,778 (11,167) 95,050 Interest expense — — — (12,191) Other income (expense), net — — — 7,582 Income taxes — — — (15,977) Net earnings — — — 74,464 Depreciation and amortization 41,833 27,859 — 69,692 Expenditures for property, plant & equipment 24,796 22,770 — 47,565 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Stock Award Plans The Company’s Board of Directors amended and restated the Coherent Corp. 2018 Omnibus Incentive Plan, which was approved by the shareholders at the Annual Meeting in November 2018 (the "Plan"). The Plan was approved by the shareholders at the Annual Meeting in November 2020. The Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance share units to employees, officers and directors of the Company. The maximum number of shares of Coherent Common Stock authorized for issuance under the Plan is limited to 9,550,000 shares of Coherent Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Plan has vesting provisions predicated upon the death, retirement or disability of the grantee. On the Closing Date the Company assumed 403,675 Legacy Coherent restricted stock units ("Converted RSUs"). The Converted RSUs are generally subject to the same terms and conditions that applied to the RSUs immediately prior to the Closing Date. Other than the assumed Converted RSUs, Coherent did not assume any other awards outstanding under Legacy Coherent equity incentive plans. On the Closing Date, Coherent assumed the unused capacity under Legacy Coherent equity incentive plan, which totaled 10,959,354 shares of issuable Coherent Common Stock. Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended September 30, 2022 2021 Stock Options and Cash-Based Stock Appreciation Rights $ (441) $ 548 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 44,652 17,372 Performance Share Awards and Cash-Based Performance Share Unit Awards 7,089 3,708 $ 51,300 $ 21,628 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows: • Level 1 –Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets. • Level 2 –Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 –Valuation is based upon other unobservable inputs that are significant to the fair value measurements. The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. The Company entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to its variable interest rate debt by effectively converting it to a fixed interest rate. The Company receives payments based on the one-month LIBOR and makes payments based on a fixed rate of 1.52%. The Company receives payments with a floor of 0.00%. The interest rate swap agreement has an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap was decreased to $825 million in June 2022 and will remain at that amount through the expiration date. The Company designated this instrument as a cash flow hedge and deemed the hedge relationship effective at inception of the contract. The fair value of the interest rate swap of $43 million is recognized in the Condensed Consolidated Balance Sheet within prepaid and other current assets and other assets as of September 30, 2022. Changes in fair value are recorded within accumulated other comprehensive loss on the Condensed Consolidated Balance Sheet and reclassified into the Condensed Consolidated Statement of Earnings (Loss) as interest expense in the period in which the underlying transaction affects earnings. Cash flows from hedging activities are reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations. The fair value of the interest rate swap is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap is classified as a Level 2 item within the fair value hierarchy. On February 23, 2022, the Company entered into an interest rate cap ("the Cap") with an effective date of July 1, 2023. The Cap manages the Company's exposure to interest rate movements on a portion of the Company's floating rate debt. The Cap provides the Company with the right to receive payment if one-month LIBOR exceeds 1.85%. Beginning in July 2023, the Company will begin to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. The fair value of the interest rate cap of $44 million is recognized in the Condensed Consolidated Balance Sheet within other assets as of September 30, 2022. The Cap is designed to mirror the terms of the Credit Agreement as of the effective date, or its direct replacement. The Company designated the Cap as a cash flow hedge of the variability of the LIBOR-based interest payments on the Term Loan Facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) will be reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The Cap is classified as a Level 2 item within the fair value hierarchy. The Company estimated the fair value of the Senior Notes based on quoted market prices as of the last trading day prior to September 30, 2022; however, the Senior Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Senior Notes could be retired or transferred. The Company concluded that this fair value measurement should be categorized within Level 2. The carrying value of the Senior Notes is net of unamortized discount and issuance costs. See Note 8. Debt for details on the Company’s debt facilities. The fair value and carrying value of the Convertible Notes and Senior Notes were as followed ($000): September 30, 2022 June 30, 2022 Fair Value Carrying Value Fair Value Carrying Value Convertible Notes $ — $ — $ 382,601 $ 341,162 Senior Notes $ 821,324 $ 982,474 $ 865,527 $ 982,297 The fair values of cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those instruments. The Company’s borrowings including its lease obligations and the Senior Notes, are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value. |
Share Repurchase Programs
Share Repurchase Programs | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Share Repurchase Programs | Share Repurchase ProgramsIn August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of Coherent Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase any shares pursuant to this Program during the quarter ended September 30, 2022. As of September 30, 2022, the Company has cumulatively purchased 1,416,587 shares of Coherent Common Stock pursuant to the Program for approximately $22 million. The dollar value of shares as of September 30, 2022 that may yet be purchased under the Program is approximately $28 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the three months ended September 30, 2022 were as follows ($000): Foreign Interest Interest Defined Total AOCI - June 30, 2022 $ (34,572) $ 11,735 $ 14,306 $ 6,364 $ (2,167) Other comprehensive income (loss) before reclassifications (132,371) 13,884 20,464 39 (97,984) Amounts reclassified from AOCI — (1,280) — — (1,280) Net current-period other comprehensive income (loss) (132,371) 12,604 20,464 39 (99,264) AOCI - September 30, 2022 $ (166,943) $ 24,339 $ 34,770 $ 6,403 $ (101,431) |
Recently Issued Financial Acc_2
Recently Issued Financial Accounting Standards (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Financial Accounting Standards |
Coherent Acquisition (Tables)
Coherent Acquisition (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value of Consideration | The preliminary total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000): Shares Per Share Total Consideration Cash paid for merger consideration — — $ 5,460,808 Shares of COHR common stock issued to Legacy Coherent stockholders 22,587,885 $49.83 1,125,554 Converted Legacy Coherent RSUs attributable to pre-combination service — — 82,037 Payment of Legacy Coherent debt — — 364,544 Payment of Legacy Coherent transaction expenses — — 62,840 $ 7,095,783 |
Schedule of Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed | Our preliminary allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000): Allocation as of 7/1/2022 Assets Current Assets Cash, cash equivalents, and restricted cash $ 393,324 Accounts receivable 270,928 Inventories (i) 497,345 Prepaid and refundable income taxes 8,869 Prepaid and other current assets 41,467 Total Current Assets 1,211,933 Property, plant & equipment, net (ii) 424,228 Deferred income taxes 1,115 Other assets 102,726 Other intangible assets, net (iii) 2,425,454 Goodwill 4,005,727 Total Assets $ 8,171,183 Liabilities Current Liabilities Current portion of long-term debt $ 4,504 Accounts payable 116,754 Accrued compensation and benefits 60,596 Operating lease current liabilities 13,002 Accrued income taxes payable 16,936 Other accrued liabilities 136,042 Total Current Liabilities 347,834 Long-term debt 22,991 Deferred income taxes 563,824 Operating lease liabilities 43,313 Other liabilities 97,438 Total Liabilities $ 1,075,400 Preliminary aggregate acquisition consideration $ 7,095,783 (i) The condensed combined balance sheet has been adjusted to record Legacy Coherent’s inventories at a preliminary fair value of approximately $497 million, an increase of $91 million from the carrying value. The condensed combined statement of earnings (loss) for the three months ended September 30, 2022 has been adjusted to recognize additional cost of goods sold of approximately $45 million related to the increased basis. The additional costs will be amortized over the expected period during which the acquired inventory is sold and are not anticipated to affect the condensed combined statements of earnings (loss) beyond twelve months after the Closing Date. (ii) The condensed combined balance sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a preliminary fair value of approximately $424 million, an increase of $128 million from the carrying value. The condensed combined statements of earnings (loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis. (iii) Preliminary identifiable intangible assets in the unaudited condensed combined financial information consist of the following and are being amortized over their estimated useful lives in the condensed combined statements of earnings (loss) (in $000): Preliminary Estimated Useful Life Trade names and trademarks $ 225,654 N/A Customer relationships 979,324 10 years Developed technology 1,220,476 8 years Intangible assets acquired $ 2,425,454 |
Unaudited Supplemental Pro Forma Financial Information | The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000): Three Months Ended September 30, 2022 Three Months Ended September 30, 2021 Revenue $ 1,344,570 $ 1,186,785 Net Earnings (Loss) 79,770 (202,363) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue by Market and Product | The following tables summarize disaggregated revenue for the three months ended September 30, 2022 and 2021 ($000): Three Months Ended September 30, 2022 Networking Materials Lasers Total Industrial $ 18,693 $ 144,083 $ 298,241 $ 461,017 Communications 563,521 21,877 — 585,398 Electronics 3,822 176,622 — 180,444 Instrumentation 10,512 13,062 94,137 117,711 Total Revenues $ 596,548 $ 355,644 $ 392,378 $ 1,344,570 Three Months Ended September 30, 2021 Networking Materials Total Industrial $ 21,729 $ 154,884 $ 176,613 Communications 498,632 19,875 518,507 Electronics 2,967 77,020 79,987 Instrumentation 7,685 12,319 20,004 Total Revenues $ 531,013 $ 264,098 $ 795,111 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows ($000): September 30, June 30, Raw materials $ 444,010 $ 318,758 Work in progress 581,752 408,405 Finished goods 321,178 175,396 $ 1,346,940 $ 902,559 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following ($000): September 30, June 30, Land and improvements $ 36,271 $ 19,368 Buildings and improvements 609,839 415,530 Machinery and equipment 1,841,274 1,651,762 Construction in progress 354,341 271,605 Finance lease right-of-use asset 25,000 25,000 2,866,725 2,383,265 Less accumulated depreciation (1,063,079) (1,020,070) $ 1,803,646 $ 1,363,195 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows ($000): Three Months Ended September 30, 2022 Networking Materials Lasers Total Balance-beginning of period $ 1,048,743 $ 237,016 $ — $ 1,285,759 Transfer between segments 1 (35,466) 35,466 — — Goodwill acquired — — 4,005,727 4,005,727 Foreign currency translation (4,199) (2,285) (411) (6,895) Balance-end of period $ 1,009,078 $ 270,197 $ 4,005,316 $ 5,284,591 1 - Refer to Note 13. Segment Reporting for information regarding the segment transfer of goodwill between segments. The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of September 30, 2022 and June 30, 2022 were as follows ($000): September 30, 2022 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 1,701,446 $ (191,158) $ 1,510,288 $ 473,845 $ (144,409) $ 329,436 Trade Names 248,014 (7,660) 240,354 22,536 (7,454) 15,082 Customer Lists 1,441,510 (207,173) 1,234,337 464,880 (173,994) 290,886 Other 1,557 (1,557) — 1,563 (1,563) — Total $ 3,392,527 $ (407,548) $ 2,984,979 $ 962,824 $ (327,420) $ 635,404 Refer to Note 3. Coherent Acquisition for additional information on intangibles acquired in the three months ended September 30, 2022. |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of September 30, 2022 and June 30, 2022 were as follows ($000): September 30, 2022 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 1,701,446 $ (191,158) $ 1,510,288 $ 473,845 $ (144,409) $ 329,436 Trade Names 248,014 (7,660) 240,354 22,536 (7,454) 15,082 Customer Lists 1,441,510 (207,173) 1,234,337 464,880 (173,994) 290,886 Other 1,557 (1,557) — 1,563 (1,563) — Total $ 3,392,527 $ (407,548) $ 2,984,979 $ 962,824 $ (327,420) $ 635,404 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt as of the dates indicated were as follows ($000): September 30, June 30, New Term A Facility, interest at LIBOR, as defined, plus 2.00% $ 850,000 $ — New Revolving Credit Facility, interest at LIBOR, as defined, plus 2.00% 65,000 — Debt issuance costs, New Term A Facility and New Revolving Credit Facility (22,251) — New Term B Facility, interest at LIBOR, as defined, plus 2.75% 2,800,000 — Debt issuance costs, New Term B Facility (76,581) — 1.30% Term loan due 2024 260 — 1.00% State of Connecticut term loan due 2023 2,426 — Facility construction loan in Germany due 2030 21,965 — Existing Term A Facility, interest at LIBOR, as defined, plus 1.375% — 995,363 Debt issuance costs, Existing Term A Facility and Existing Revolving Credit Facility — (18,396) 5.000% Senior Notes 990,000 990,000 Debt issuance costs and discount, Senior Notes (7,526) (7,703) 0.25% Convertible Senior Notes — 341,501 Debt issuance costs and discount, 0.25% Convertible Senior Notes — (339) Total debt 4,623,293 2,300,426 Current portion of long-term debt (129,011) (403,212) Long-term debt, less current portion $ 4,494,282 $ 1,897,214 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease Costs, Including Short-Term Leases, Lease Term, and Discount Rates | The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000): Three Months Ended September 30, 2022 Three Months Ended Finance lease cost Amortization of right-of-use assets $ 417 $ 417 Interest on lease liabilities 288 307 Total finance lease cost 705 724 Operating lease cost 12,848 9,134 Sublease income — 368 Total lease cost $ 13,553 $ 9,490 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 288 $ 307 Operating cash flows from operating leases 12,679 8,726 Financing cash flows from finance leases 341 306 Weighted-Average Remaining Lease Term (in Years) Finance leases 9.3 10.3 Operating leases 6.2 7.0 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % Operating leases 5.3 % 5.9 % |
Equity and Redeemable Preferr_2
Equity and Redeemable Preferred Stock (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Dividends | The following table presents dividends per share and dividends recognized for the three months ended September 30, 2022 and September 30, 2021: Three Months Ended September 30, 2022 Three Months Ended Dividends per share $ 3.00 $ 3.00 Mandatory Convertible Preferred Stock dividends ($000) 6,900 6,900 The following table presents dividends per share and dividends recognized for the three months ended September 30, 2022 and September 30, 2021: Three Months Ended September 30, 2022 Three Months Ended Dividends per share $ 133.38 $ 135.77 Dividends ($000) 27,477 9,704 Deemed dividends ($000) 1,200 478 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the three months ended September 30, 2022 and September 30, 2021 ($000): Three Months Ended 2022 2021 Numerator Net earnings (loss) $ (38,698) $ 74,464 Deduct Series A preferred stock dividends (6,900) (6,900) Deduct Series B dividends and deemed dividends (28,677) (10,182) Basic earnings (loss) available to common shareholders $ (74,275) $ 57,382 Effect of dilutive securities: Add back interest on Convertible Notes (net of tax) $ — $ 502 Diluted earnings (loss) available to common shareholders $ (74,275) $ 57,884 Denominator Weighted average shares 133,280 105,761 Effect of dilutive securities: Common stock equivalents — 2,758 Convertible Notes — 7,330 Diluted weighted average common shares 133,280 115,849 Basic earnings (loss) per common share $ (0.56) $ 0.54 Diluted earnings (loss) per common share $ (0.56) $ 0.50 |
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share | The following table presents potential shares of Coherent Common Stock excluded from the calculation of diluted earnings (loss) per share as their effect would have been anti-dilutive for the three months ended September 30, 2022 and September 30, 2021 ($000): Three Months Ended 2022 2021 Common stock equivalents 1,762 30 Convertible Notes 4,474 — Series A Mandatory Convertible Preferred Stock 9,604 8,915 Series B Convertible Preferred Stock 25,861 8,993 Total anti-dilutive shares 41,701 17,938 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Financial Information of Company's Operation by Segment | The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended September 30, 2022 Networking Materials Lasers Unallocated Total Revenues $ 596,548 $ 355,644 $ 392,378 $ — $ 1,344,570 Inter-segment revenues 18,740 95,054 166 (113,960) — Operating income (loss) 90,982 75,335 (123,841) — 42,476 Interest expense — — — — (61,889) Other income (expense), net — — — — (31,605) Income taxes — — — — 12,320 Net loss — — — — (38,698) Depreciation and amortization 42,774 26,527 77,985 — 147,286 Expenditures for property, plant & equipment 43,830 74,898 20,262 — 138,990 Segment assets 3,491,637 2,251,544 8,087,378 — 13,830,559 Goodwill 1,009,078 270,197 4,005,316 — 5,284,591 Three Months Ended September 30, 2021 Networking Materials Unallocated Total Revenues $ 531,013 $ 264,098 $ — $ 795,111 Inter-segment revenues 32,169 62,763 (94,932) — Operating income (loss) 59,439 46,778 (11,167) 95,050 Interest expense — — — (12,191) Other income (expense), net — — — 7,582 Income taxes — — — (15,977) Net earnings — — — 74,464 Depreciation and amortization 41,833 27,859 — 69,692 Expenditures for property, plant & equipment 24,796 22,770 — 47,565 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense by Award Type | Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended September 30, 2022 2021 Stock Options and Cash-Based Stock Appreciation Rights $ (441) $ 548 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 44,652 17,372 Performance Share Awards and Cash-Based Performance Share Unit Awards 7,089 3,708 $ 51,300 $ 21,628 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of Fair Value and Carrying Value Notes | The fair value and carrying value of the Convertible Notes and Senior Notes were as followed ($000): September 30, 2022 June 30, 2022 Fair Value Carrying Value Fair Value Carrying Value Convertible Notes $ — $ — $ 382,601 $ 341,162 Senior Notes $ 821,324 $ 982,474 $ 865,527 $ 982,297 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) ("AOCI") by Component, Net of Tax | The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the three months ended September 30, 2022 were as follows ($000): Foreign Interest Interest Defined Total AOCI - June 30, 2022 $ (34,572) $ 11,735 $ 14,306 $ 6,364 $ (2,167) Other comprehensive income (loss) before reclassifications (132,371) 13,884 20,464 39 (97,984) Amounts reclassified from AOCI — (1,280) — — (1,280) Net current-period other comprehensive income (loss) (132,371) 12,604 20,464 39 (99,264) AOCI - September 30, 2022 $ (166,943) $ 24,339 $ 34,770 $ 6,403 $ (101,431) |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Reclassification [Line Items] | ||
Selling, general and administrative | $ (280,014) | $ (122,608) |
Cost of goods sold | $ 900,996 | 488,487 |
Revision of Prior Period, Reclassification, Adjustment | ||
Reclassification [Line Items] | ||
Selling, general and administrative | 10,000 | |
Cost of goods sold | $ 10,000 |
Coherent Acquisition - Narrativ
Coherent Acquisition - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Jul. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 02, 2021 | |
Business Acquisition [Line Items] | |||||
Merger funding, net cash outflow | $ 5,488,556,000 | $ 0 | |||
Goodwill | 5,284,591,000 | $ 1,285,759,000 | |||
New Term Loan A Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | $ 850,000,000 | ||||
Aggregate principal outstanding | 850,000,000 | 0 | |||
New Term Loan B Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | 2,800,000,000 | ||||
Aggregate principal outstanding | 2,800,000,000 | $ 0 | |||
Revolving Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | 350,000,000 | ||||
Letter of Credit | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | $ 50,000,000 | ||||
Credit Agreement | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | $ 4,000,000,000 | ||||
Coherent Inc. | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in usd per share) | $ 0.01 | ||||
Business combination, cash consideration paid per acquiree share | $ 220 | ||||
Number of shares to be received (in shares) | 0.91 | ||||
Aggregate principal outstanding | $ 25,000,000 | ||||
Merger funding, net cash outflow | 2,100,000,000 | ||||
Acquisition related costs | 62,000,000 | ||||
Purchase consideration | 7,095,783,000 | ||||
Revenues | 392,000,000 | ||||
Net loss | $ (128,000,000) | ||||
Goodwill | $ 4,005,727,000 | ||||
Coherent Inc. | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value (in usd per share) | $ 0 | ||||
Shares issued in conjunction with closing of merger (in sharaes) | 22,587,885 |
Coherent Acquisition - Prelimin
Coherent Acquisition - Preliminary Fair Value of Consideration Paid (Details) - Coherent Inc. $ / shares in Units, $ in Thousands | Jul. 01, 2022 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Cash paid for merger consideration | $ 5,460,808 |
Payment of Legacy Coherent debt | 364,544 |
Payment of Legacy Coherent transaction expenses | 62,840 |
Total Consideration | $ 7,095,783 |
Common Stock | |
Business Acquisition [Line Items] | |
Shares of COHR common stock issued to Legacy Coherent stockholders (in shares) | shares | 22,587,885 |
Shares of COHR common stock issued to Legacy Coherent stockholders (in usd per share) | $ / shares | $ 49.83 |
Shares of COHR common stock issued to Legacy Coherent stockholders and converted Legacy Coherent RSUs attributable to pre-combination service | $ 1,125,554 |
Common Stock | RSUs | |
Business Acquisition [Line Items] | |
Shares of COHR common stock issued to Legacy Coherent stockholders and converted Legacy Coherent RSUs attributable to pre-combination service | $ 82,037 |
Coherent Acquisition - Prelim_2
Coherent Acquisition - Preliminary Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jul. 01, 2022 | Jun. 30, 2022 | |
Current Assets | ||||
Goodwill | $ 5,284,591 | $ 1,285,759 | ||
Current Liabilities | ||||
Cost of goods sold | 900,996 | $ 488,487 | ||
Coherent Inc. | ||||
Current Assets | ||||
Cash, cash equivalents, and restricted cash | $ 393,324 | |||
Accounts receivable | 270,928 | |||
Inventory | 497,345 | |||
Prepaid and refundable income taxes | 8,869 | |||
Prepaid and other current assets | 41,467 | |||
Total Current Assets | 1,211,933 | |||
Property, plant, and equipment, net | 424,228 | |||
Deferred income taxes | 1,115 | |||
Other assets | 102,726 | |||
Other intangible assets, net | 2,425,454 | |||
Goodwill | 4,005,727 | |||
Total Assets | 8,171,183 | |||
Current Liabilities | ||||
Current portion of long-term debt | 4,504 | |||
Accounts payable | 116,754 | |||
Accrued compensation and benefits | 60,596 | |||
Operating lease current liabilities | 13,002 | |||
Accrued income taxes payable | 16,936 | |||
Other accrued liabilities | 136,042 | |||
Total Current Liabilities | 347,834 | |||
Long-term debt | 22,991 | |||
Deferred income taxes | 563,824 | |||
Operating lease liabilities | 43,313 | |||
Other liabilities | 97,438 | |||
Total Liabilities | 1,075,400 | |||
Preliminary aggregate acquisition consideration | 7,095,783 | |||
Coherent Inc. | Fair Value Adjustment to Inventory | ||||
Current Assets | ||||
Inventory | 91,000 | |||
Current Liabilities | ||||
Cost of goods sold | $ 45,000 | |||
Coherent Inc. | Fair Value Adjustment To Property Plant And Equipment | ||||
Current Assets | ||||
Property, plant, and equipment, net | $ 128,000 |
Coherent Acquisition - Prelim_3
Coherent Acquisition - Preliminary Identifiable Intangible Assets Acquired (Details) - Coherent Inc. $ in Thousands | Jul. 01, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Intangible assets acquired | $ 2,425,454 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 979,324 |
Estimated useful life | 10 years |
Developed technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 1,220,476 |
Estimated useful life | 8 years |
Trade names and trademarks | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Indefinite-lived intangible assets acquired | $ 225,654 |
Coherent Acquisition - Unaudite
Coherent Acquisition - Unaudited Supplemental Pro Forma Information (Details) - Coherent Inc. - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 1,344,570 | $ 1,186,785 |
Net Earnings (Loss) | $ 79,770 | $ (202,363) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 USD ($) | Jul. 01, 2022 USD ($) customerEndMarket | |
Disaggregation of Revenue [Line Items] | ||
Number of end markets | customerEndMarket | 4 | |
Revenue recognized related to customer payments | $ 6 | |
Contract liabilities | 191 | |
Contract liability included in other accrued liabilities | 108 | |
Contract liability recorded in other liabilities | $ 83 | |
Coherent Inc. | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 77 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Disaggregated Revenue by Market and Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 1,344,570 | $ 795,111 |
Networking | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 596,548 | 531,013 |
Materials | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 355,644 | 264,098 |
Lasers | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 392,378 | |
Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 461,017 | 176,613 |
Industrial | Networking | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 18,693 | 21,729 |
Industrial | Materials | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 144,083 | 154,884 |
Industrial | Lasers | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 298,241 | |
Communications | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 585,398 | 518,507 |
Communications | Networking | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 563,521 | 498,632 |
Communications | Materials | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 21,877 | 19,875 |
Communications | Lasers | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | |
Electronics | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 180,444 | 79,987 |
Electronics | Networking | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,822 | 2,967 |
Electronics | Materials | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 176,622 | 77,020 |
Electronics | Lasers | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | |
Instrumentation | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 117,711 | 20,004 |
Instrumentation | Networking | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 10,512 | 7,685 |
Instrumentation | Materials | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 13,062 | $ 12,319 |
Instrumentation | Lasers | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 94,137 |
Inventories- Components (Detail
Inventories- Components (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 444,010 | $ 318,758 |
Work in progress | 581,752 | 408,405 |
Finished goods | 321,178 | 175,396 |
Inventories, Total | $ 1,346,940 | $ 902,559 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - Coherent Inc. $ in Thousands | Jul. 01, 2022 USD ($) |
Inventory [Line Items] | |
Inventory | $ 497,345 |
Fair Value Adjustment to Inventory | |
Inventory [Line Items] | |
Inventory | $ 91,000 |
Property Plant and Equipment (D
Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use asset | $ 25,000 | $ 25,000 |
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation | 2,866,725 | 2,383,265 |
Less accumulated depreciation | (1,063,079) | (1,020,070) |
Property, plant, and equipment, net | 1,803,646 | 1,363,195 |
Land and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 36,271 | 19,368 |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 609,839 | 415,530 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,841,274 | 1,651,762 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 354,341 | $ 271,605 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narrative (Details) - Coherent Inc. $ in Thousands | Jul. 01, 2022 USD ($) |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, net | $ 424,228 |
Fair Value Adjustment To Property Plant And Equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, net | $ 128,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Balance-beginning of period | $ 1,285,759 |
Transfer between segments | 0 |
Goodwill acquired | 4,005,727 |
Foreign currency translation | (6,895) |
Balance-end of period | 5,284,591 |
Networking | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 1,048,743 |
Transfer between segments | (35,466) |
Goodwill acquired | 0 |
Foreign currency translation | (4,199) |
Balance-end of period | 1,009,078 |
Materials | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 237,016 |
Transfer between segments | 35,466 |
Goodwill acquired | 0 |
Foreign currency translation | (2,285) |
Balance-end of period | 270,197 |
Lasers | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 0 |
Transfer between segments | 0 |
Foreign currency translation | (411) |
Balance-end of period | $ 4,005,316 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,392,527 | $ 962,824 |
Accumulated Amortization | (407,548) | (327,420) |
Net Book Value | 2,984,979 | 635,404 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,701,446 | 473,845 |
Accumulated Amortization | (191,158) | (144,409) |
Net Book Value | 1,510,288 | 329,436 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 248,014 | 22,536 |
Accumulated Amortization | (7,660) | (7,454) |
Net Book Value | 240,354 | 15,082 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,441,510 | 464,880 |
Accumulated Amortization | (207,173) | (173,994) |
Net Book Value | 1,234,337 | 290,886 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,557 | 1,563 |
Accumulated Amortization | (1,557) | (1,563) |
Net Book Value | $ 0 | $ 0 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) | 3 Months Ended | |||||
Jul. 01, 2022 | Sep. 30, 2022 | Aug. 31, 2022 | Jun. 30, 2022 | Dec. 10, 2021 | Aug. 31, 2017 | |
Line of Credit Facility [Line Items] | ||||||
Total debt | $ 4,623,293,000 | $ 2,300,426,000 | ||||
Current portion of long-term debt | (129,011,000) | (403,212,000) | ||||
Long-term debt, less current portion | $ 4,494,282,000 | 1,897,214,000 | ||||
1.30% Term loan due 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 1.30% | |||||
Total debt, gross | $ 260,000 | 0 | ||||
1.00% State of Connecticut term loan due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 1% | |||||
Total debt, gross | $ 2,426,000 | 0 | ||||
Facility construction loan in Germany due 2030 | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | $ 21,965,000 | 0 | ||||
5.000% Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 5% | 5% | ||||
Total debt, gross | $ 990,000,000 | 990,000,000 | ||||
Debt issuance costs and discount, Senior notes and 0.25% convertible senior notes | $ (7,526,000) | (7,703,000) | ||||
0.25% Convertible Senior Notes due 2022 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 0.25% | 0.25% | ||||
Total debt, gross | $ 0 | $ 4,000,000 | 341,501,000 | |||
Debt issuance costs and discount, Senior notes and 0.25% convertible senior notes | 0 | (339,000) | ||||
New Term Loan A Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | $ 850,000,000 | 0 | ||||
New Term Loan A Credit Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 2% | 2% | ||||
New Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | $ 65,000,000 | 0 | ||||
New Revolving Credit Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 2% | |||||
New Term A Loan Facility And Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs | $ (22,251,000) | 0 | ||||
New Term Loan B Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs | (76,581,000) | 0 | ||||
Total debt, gross | $ 2,800,000,000 | 0 | ||||
New Term Loan B Credit Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 2.75% | 2.75% | ||||
Existing Term A Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | $ 0 | 995,363,000 | ||||
Existing Term A Loan Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 1.375% | |||||
Existing Term A Facility and Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs | $ 0 | $ (18,396,000) |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 3 Months Ended | ||
Jul. 01, 2022 | Sep. 30, 2022 | Dec. 10, 2021 | |
Line of Credit Facility [Line Items] | |||
Debt issuance costs capitalized | $ 90,000,000 | ||
Amortization of debt issuance costs | $ 4,000,000 | ||
Senior Credit Facilities | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 4,000,000,000 | ||
5.000% Senior Notes | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 5% | 5% | |
New Term Loan A Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 850,000,000 | ||
New Term Loan A Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2% | 2% | |
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 0% | ||
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | LIBOR | Minimum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 1.75% | ||
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | LIBOR | Maximum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2.50% | ||
New Term Loan B Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 2,800,000,000 | ||
New Term Loan B Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2.75% | 2.75% | |
New Term Loan B Credit Facility | New Term Loan B Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Interest expense | $ 50,000,000 | ||
New Term Loan B Credit Facility | New Term Loan B Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 0.50% | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 350,000,000 | ||
Revolving Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2% | ||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 0% | ||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | LIBOR | Minimum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 1.75% | ||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | LIBOR | Maximum | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2.50% | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Aggregate principal amount | $ 50,000,000 |
Debt - Prior Senior Credit Faci
Debt - Prior Senior Credit Facilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Jul. 01, 2022 | |
Line of Credit Facility [Line Items] | ||||
Debt extinguishment costs | $ (6,835,000) | $ 0 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 350,000,000 | |||
Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 50,000,000 | |||
Bank of America, N.A. | ||||
Line of Credit Facility [Line Items] | ||||
Swing loan sub-facility maximum initial borrowing capacity | $ 20,000,000 | |||
Bank of America, N.A. | Senior Secured Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | 2,400,000,000 | |||
Debt extinguishment costs | $ (17,000,000) | |||
Bank of America, N.A. | Term A Loan | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 1,255,000,000 | |||
Debt agreement term | 5 years | |||
Bank of America, N.A. | Term B Loan | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 720,000,000 | |||
Debt agreement term | 7 years | |||
Bank of America, N.A. | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 450,000,000 | |||
Debt agreement term | 5 years | |||
Bank of America, N.A. | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate principal amount | $ 25,000,000 |
Debt - Bridge Loan (Details)
Debt - Bridge Loan (Details) - Bridge Loan - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Jul. 01, 2022 | |
Line of Credit Facility [Line Items] | ||
Aggregate principal amount of bridge loan | $ 990,000,000 | |
Interest expense | $ 18,000,000 |
Debt - Assumed Through Acquisit
Debt - Assumed Through Acquisition (Details) $ in Thousands, € in Millions | Dec. 21, 2020 EUR (€) | Sep. 30, 2022 USD ($) | Jul. 01, 2022 USD ($) Segment | Jun. 30, 2022 USD ($) |
Coherent Inc. | ||||
Debt Instrument [Line Items] | ||||
Number of loans assumed | Segment | 3 | |||
Aggregate principal outstanding | $ 25,000 | |||
Line of credit | Foreign Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.55% | |||
Line of credit | Coherent Inc. | Foreign Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Borrowing capacity | € | € 24 | |||
Debt agreement term | 10 years | |||
1.30% Term loan due 2024 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal outstanding | $ 260 | $ 0 | ||
Debt instrument, interest rate | 1.30% | |||
1.30% Term loan due 2024 | Coherent Inc. | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1.30% | |||
1.00% State of Connecticut term loan due 2023 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal outstanding | $ 2,426 | $ 0 | ||
Debt instrument, interest rate | 1% | |||
1.00% State of Connecticut term loan due 2023 | Coherent Inc. | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 1% |
Debt - Senior Notes and Additio
Debt - Senior Notes and Additional Information (Details) - USD ($) shares in Millions | 2 Months Ended | ||||
Dec. 10, 2021 | Aug. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Available credit under lines of credit | $ 285,000,000 | ||||
5.000% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 5% | 5% | |||
Aggregate principal amount | $ 990,000,000 | ||||
Aggregate principal outstanding | $ 990,000,000 | $ 990,000,000 | |||
5.000% Senior Notes | Senior Notes, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 100% | ||||
5.000% Senior Notes | Senior Notes, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 40% | ||||
5.000% Senior Notes | Senior Notes, Redemption, Period Three | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 105% | ||||
0.25% Convertible Senior Notes due 2022 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 0.25% | 0.25% | |||
Aggregate principal amount | $ 345,000,000 | ||||
Debt converted amount | $ 332,000,000 | ||||
Debt conversion, shares issued (in shares) | 7 | ||||
Aggregate principal outstanding | $ 4,000,000 | $ 0 | $ 341,501,000 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate, percent | 24% | 18% | |
U.S. statutory rate | 21% | ||
Unrecognized tax benefits | $ 72 | $ 37 | |
Unrecognized tax benefits that would impact effective tax rate | 32 | ||
Interest and penalties accrued | $ 6 | $ 3 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Finance Lease Cost | ||
Amortization of right-of-use assets | $ 417 | $ 417 |
Interest on lease liabilities | 288 | 307 |
Total finance lease cost | 705 | 724 |
Operating lease cost | 12,848 | 9,134 |
Sublease income | 0 | 368 |
Total lease cost | 13,553 | 9,490 |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||
Operating cash flows from finance leases | 288 | 307 |
Operating cash flows from operating leases | 12,679 | 8,726 |
Financing cash flows from finance leases | $ 341 | $ 306 |
Weighted-Average Remaining Lease Term (in Years) | ||
Finance leases | 9 years 3 months 18 days | 10 years 3 months 18 days |
Operating leases | 6 years 2 months 12 days | 7 years |
Weighted-Average Discount Rate | ||
Finance Leases | 5.60% | 5.60% |
Operating Leases | 5.30% | 5.90% |
Equity and Redeemable Preferr_3
Equity and Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Jul. 01, 2022 $ / shares shares | Jul. 31, 2022 day | Mar. 31, 2021 day $ / shares shares | Jul. 31, 2020 day shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2021 USD ($) | Jun. 30, 2022 $ / shares | Jul. 02, 2020 $ / shares | |
Series A Mandatory Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Date after effective date of change | day | 20 | |||||||
Mandatory Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividends | $ | $ 7,000 | $ 7,000 | ||||||
Series B-1 Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued (in shares) | shares | 75,000 | |||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ / shares | $ 0 | |||||||
Debt instrument conversion, conversion price per share (in usd per share) | $ / shares | $ 85 | |||||||
Common stock , conversion, if volume weighted average price, percentage exceeds applicable conversion price | 150% | |||||||
Trading days | day | 20 | |||||||
Consecutive trading days | day | 30 | |||||||
Default on payment obligation, cure period | 30 days | |||||||
Default on payment obligation, dividend rate, quarterly increase, percentage | 2% | |||||||
Preferred stock, accretion of redemption value, period | 10 years | |||||||
Series B-1 Convertible Preferred Stock | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 14% | |||||||
Series B-1 Convertible Preferred Stock | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 8% | |||||||
Series B-2 Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, shares issued (in shares) | shares | 140,000 | |||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0 | |||||||
Common stock , conversion, if volume weighted average price, percentage exceeds applicable conversion price | 150% | |||||||
Trading days | day | 20 | |||||||
Consecutive trading days | day | 30 | |||||||
Default on payment obligation, cure period | 30 days | |||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 8% | |||||||
Default on payment obligation, dividend rate, quarterly increase, percentage | 2% | |||||||
Preferred stock, accretion of redemption value, period | 10 years | |||||||
Series B-2 Convertible Preferred Stock | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 14% | |||||||
Preferred Shares | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock dividends | $ | $ 28,677 | $ 10,182 | ||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ / shares | $ 0 | $ 0 | ||||||
Underwritten Public Offering | Series A Mandatory Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, shares issued (in shares) | shares | 2,300,000 | |||||||
Preferred stock, dividend rate, percentage | 6% | |||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0 | |||||||
Underwritten Public Offering | Series A Mandatory Convertible Preferred Stock | Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 4.6512 | |||||||
Underwritten Public Offering | Series A Mandatory Convertible Preferred Stock | Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 3.8760 |
Equity and Redeemable Preferr_4
Equity and Redeemable Preferred Stock - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Preferred stock dividends | $ 35,577 | $ 17,082 |
Mandatory Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Dividends per share (in usd per share) | $ 3 | $ 3 |
Preferred stock dividends | $ 6,900 | $ 6,900 |
Series B Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Dividends per share (in usd per share) | $ 133.38 | $ 135.77 |
Preferred stock dividends | $ 27,477 | $ 9,704 |
Deemed dividends ($000) | $ 1,200 | $ 478 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||
Net earnings (loss) | $ (38,698) | $ 74,464 |
Deduct Series A preferred stock dividends | (35,577) | (17,082) |
Net Earnings (Loss) available to the Common Shareholders | (74,275) | 57,382 |
Add back interest on Convertible Notes (net of tax) | 0 | 502 |
Diluted earnings (loss) available to common shareholders | $ (74,275) | $ 57,884 |
Denominator | ||
Weighted average shares (in shares) | 133,280 | 105,761 |
Effect of dilutive securities: | ||
Common stock equivalents (in shares) | 0 | 2,758 |
II-VI Convertible Notes (in shares) | 0 | 7,330 |
Diluted weighted average common shares (in shares) | 133,280 | 115,849 |
Basic earnings (loss) per common share (in usd per share) | $ (0.56) | $ 0.54 |
Diluted earnings (loss) per common share (in usd per share) | $ (0.56) | $ 0.50 |
Deduct Series A preferred stock dividends | ||
Numerator | ||
Deduct Series A preferred stock dividends | $ (6,900) | $ (6,900) |
Deduct Series B dividends and deemed dividends | ||
Numerator | ||
Deduct Series A preferred stock dividends | (27,477) | (9,704) |
Deduct Series B dividends and deemed dividends | $ (28,677) | $ (10,182) |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 41,701 | 17,938 |
Common stock equivalents | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 1,762 | 30 |
Convertible Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 4,474 | 0 |
Series A Mandatory Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 9,604 | 8,915 |
Series B Convertible Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive shares (in shares) | 25,861 | 8,993 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) - Segment | 12 Months Ended | |
Jul. 01, 2022 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||
Number of reporting segments | 3 | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information of Company's Operation by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | $ 1,344,570 | $ 795,111 | |
Inter-segment revenues | 0 | 0 | |
Operating income (loss) | 42,476 | 95,050 | |
Interest expense | (61,889) | (12,191) | |
Other income (expense), net | (31,605) | 7,582 | |
Income tax expense (benefit) | (12,320) | 15,977 | |
Net earnings (loss) | (38,698) | 74,464 | |
Depreciation and amortization | 147,286 | 69,692 | |
Expenditures for property, plant & equipment | 138,990 | 47,565 | |
Segment assets | 13,830,559 | $ 7,844,846 | |
Goodwill | 5,284,591 | 1,285,759 | |
Unallocated & Other | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 0 | 0 | |
Inter-segment revenues | (113,960) | (94,932) | |
Operating income (loss) | 0 | (11,167) | |
Interest expense | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | |
Net earnings (loss) | 0 | 0 | |
Depreciation and amortization | 0 | 0 | |
Expenditures for property, plant & equipment | 0 | 0 | |
Segment assets | 0 | ||
Goodwill | 0 | ||
Networking | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 1,009,078 | 1,048,743 | |
Networking | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 596,548 | 531,013 | |
Inter-segment revenues | 18,740 | 32,169 | |
Operating income (loss) | 90,982 | 59,439 | |
Interest expense | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | |
Net earnings (loss) | 0 | 0 | |
Depreciation and amortization | 42,774 | 41,833 | |
Expenditures for property, plant & equipment | 43,830 | 24,796 | |
Segment assets | 3,491,637 | ||
Goodwill | 1,009,078 | ||
Materials | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 270,197 | 237,016 | |
Materials | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 355,644 | 264,098 | |
Inter-segment revenues | 95,054 | 62,763 | |
Operating income (loss) | 75,335 | 46,778 | |
Interest expense | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income tax expense (benefit) | 0 | 0 | |
Net earnings (loss) | 0 | 0 | |
Depreciation and amortization | 26,527 | 27,859 | |
Expenditures for property, plant & equipment | 74,898 | $ 22,770 | |
Segment assets | 2,251,544 | ||
Goodwill | 270,197 | ||
Lasers | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 4,005,316 | $ 0 | |
Lasers | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 392,378 | ||
Inter-segment revenues | 166 | ||
Operating income (loss) | (123,841) | ||
Interest expense | 0 | ||
Other income (expense), net | 0 | ||
Income tax expense (benefit) | 0 | ||
Net earnings (loss) | 0 | ||
Depreciation and amortization | 77,985 | ||
Expenditures for property, plant & equipment | 20,262 | ||
Segment assets | 8,087,378 | ||
Goodwill | $ 4,005,316 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - shares | Jul. 01, 2022 | Nov. 30, 2020 |
Coherent Inc. | RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards assumed from acquisition (in shares) | 403,675 | |
Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock authorized for issuance under the Plan (in shares) | 9,550,000 | |
Equity Incentive Plans | Coherent Inc. | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unused capacity assumed (in shares) | 10,959,354 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense by Award Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 51,300 | $ 21,628 |
Stock Options and Cash-Based Stock Appreciation Rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | (441) | 548 |
Restricted Share Awards and Cash-Based Restricted Share Unit Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 44,652 | 17,372 |
Performance Share Awards and Cash-Based Performance Share Unit Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 7,089 | $ 3,708 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Feb. 23, 2022 | Nov. 24, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Loss on derivative | $ (23,000,000) | |||
Interest Rate Swap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notional amount | $ 825,000,000 | $ 1,075,000,000 | ||
Fixed interest rate | 1.52% | |||
Floor Interest rate | 0% | |||
Interest Rate Swap | Other Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | 43,000,000 | |||
Interest Rate Cap | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fixed interest rate | 0.853% | |||
Derivative, trigger for right to receive payment, percent | 1.85% | |||
Interest Rate Cap | Minimum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notional amount | $ 500,000,000 | |||
Interest Rate Cap | Maximum | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Notional amount | $ 1,500,000,000 | |||
Interest Rate Cap | Other Assets | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Derivative asset | $ 44,000,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value and Carrying Value of Notes (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes carrying value | $ 982,474 | $ 982,297 |
Convertible Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible notes, fair value | 0 | 382,601 |
Convertible notes carrying value | 0 | 341,162 |
Senior Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior notes fair value | $ 821,324 | $ 865,527 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Detail) - USD ($) | 2 Months Ended | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Aug. 31, 2014 | |
Equity [Abstract] | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||
Purchase of common stock, shares (in shares) | 1,416,587 | 0 | |
Common stock repurchased | $ 22,000,000 | ||
Remaining repurchase amount | $ 28,000,000 | $ 28,000,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Detail) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 3,616,475 |
Other comprehensive income (loss) before reclassifications | (97,984) |
Amounts reclassified from AOCI | (1,280) |
Net current-period other comprehensive income (loss) | (99,264) |
Ending balance | 5,009,038 |
Foreign Currency Translation Adjustment | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (34,572) |
Other comprehensive income (loss) before reclassifications | (132,371) |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income (loss) | (132,371) |
Ending balance | (166,943) |
Interest Rate Swap/Interest Rate Cap | Interest Rate Swap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 11,735 |
Other comprehensive income (loss) before reclassifications | 13,884 |
Amounts reclassified from AOCI | (1,280) |
Net current-period other comprehensive income (loss) | 12,604 |
Ending balance | 24,339 |
Interest Rate Swap/Interest Rate Cap | Interest Rate Cap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 14,306 |
Other comprehensive income (loss) before reclassifications | 20,464 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income (loss) | 20,464 |
Ending balance | 34,770 |
Defined Benefit Pension Plan | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 6,364 |
Other comprehensive income (loss) before reclassifications | 39 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income (loss) | 39 |
Ending balance | 6,403 |
Accumulated Other Comprehensive Income (Loss) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (2,167) |
Ending balance | $ (101,431) |