Cover
Cover - shares | 9 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 139,377,779 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000820318 | |
Current Fiscal Year End Date | --06-30 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | COHR | |
Security Exchange Name | NYSE | |
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 | IIVI | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Current Assets | ||
Cash, cash equivalents, and restricted cash | $ 901,028 | $ 2,582,371 |
Accounts receivable - less allowance for doubtful accounts of $8,344 at March 31, 2023 and $4,206 at June 30, 2022 | 924,369 | 700,331 |
Inventories | 1,394,103 | 902,559 |
Prepaid and refundable income taxes | 26,237 | 19,585 |
Prepaid and other current assets | 160,907 | 100,346 |
Total Current Assets | 3,406,644 | 4,305,192 |
Property, plant & equipment, net | 1,910,561 | 1,363,195 |
Goodwill | 4,505,137 | 1,285,759 |
Other intangible assets, net | 3,954,198 | 635,404 |
Deferred income taxes | 34,169 | 31,714 |
Other assets | 306,923 | 223,582 |
Total Assets | 14,117,632 | 7,844,846 |
Current Liabilities | ||
Current portion of long-term debt | 74,910 | 403,212 |
Accounts payable | 428,860 | 434,917 |
Accrued compensation and benefits | 177,811 | 172,109 |
Operating lease current liabilities | 40,309 | 27,574 |
Accrued income taxes payable | 74,156 | 29,317 |
Other accrued liabilities | 311,410 | 199,830 |
Total Current Liabilities | 1,107,456 | 1,266,959 |
Long-term debt | 4,349,923 | 1,897,214 |
Deferred income taxes | 847,212 | 77,259 |
Operating lease liabilities | 148,010 | 110,214 |
Other liabilities | 213,953 | 109,922 |
Total Liabilities | 6,666,554 | 3,461,568 |
Mezzanine Equity | ||
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at March 31, 2023 and June 30, 2022, respectively; redemption value - $2,281,448 and $798,181, respectively | 2,211,642 | 766,803 |
Shareholders' Equity | ||
Series A preferred stock, no par value, 6% cumulative; issued - 2,300,000 shares at March 31, 2023 and June 30, 2022 | 445,319 | 445,319 |
Common stock, no par value; authorized - 300,000,000 shares; issued - 154,369,985 shares at March 31, 2023; 120,923,171 shares at June 30, 2022 | 3,755,410 | 2,064,552 |
Accumulated other comprehensive income (loss) | 170,454 | (2,167) |
Retained earnings | 1,159,322 | 1,348,125 |
Shareholders' equity excluding treasury stock | $ 5,530,505 | $ 3,855,829 |
Treasury stock (in shares) | 15,098,467 | 13,972,758 |
Treasury stock, at cost; 15,098,467 shares at March 31, 2023 and 13,972,758 shares at June 30, 2022 | $ (291,069) | $ (239,354) |
Total Shareholders' Equity | 5,239,436 | 3,616,475 |
Total Liabilities, Mezzanine Equity and Shareholders' Equity | $ 14,117,632 | $ 7,844,846 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Accounts receivable, allowance for doubtful accounts | $ 8,344 | $ 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) | 154,369,985 | 120,923,171 | |
Treasury stock (in shares) | 15,098,467 | 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 | $ 2,281,448 | $ 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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 1,240,194 | $ 827,724 | $ 3,955,049 | $ 2,429,654 |
Costs, Expenses, and Other Expense (Income) | ||||
Cost of goods sold | 820,038 | 506,051 | 2,680,131 | 1,490,190 |
Internal research and development | 126,382 | 96,895 | 376,257 | 281,189 |
Selling, general and administrative | 226,386 | 118,009 | 780,551 | 358,234 |
Interest expense | 75,183 | 43,499 | 207,976 | 72,752 |
Other expense (income), net | (3,048) | 241 | 32,253 | (5,535) |
Total Costs, Expenses, & Other Expense | 1,244,941 | 764,695 | 4,077,168 | 2,196,830 |
Earnings (Loss) Before Income Taxes | (4,747) | 63,029 | (122,119) | 232,824 |
Income Tax Expense (Benefit) | (7,293) | 14,027 | (40,895) | 41,701 |
Net Earnings (Loss) | 2,546 | 49,002 | (81,224) | 191,123 |
Less: Dividends on Preferred Stock | 36,071 | 17,148 | 107,537 | 50,933 |
Net Earnings (Loss) available to the Common Shareholders | $ (33,525) | $ 31,854 | $ (188,761) | $ 140,190 |
Basic Earning (Loss) Per Share (in usd per share) | $ (0.24) | $ 0.30 | $ (1.38) | $ 1.32 |
Diluted Earnings (Loss) Per Share (in usd per share) | $ (0.24) | $ 0.28 | $ (1.38) | $ 1.22 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Net earnings (loss) | $ 2,546 | $ 49,002 | $ (81,224) | $ 191,123 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 58,141 | 327 | 157,805 | (11,461) |
Pension adjustment, net of taxes | 709 | 0 | 1,151 | 0 |
Comprehensive income | 46,870 | 82,049 | 91,397 | 224,973 |
Interest Rate Swap | ||||
Other comprehensive income (loss): | ||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | (6,251) | 23,804 | 6,019 | 36,395 |
Interest Rate Cap | ||||
Other comprehensive income (loss): | ||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | $ (8,275) | $ 8,916 | $ 7,646 | $ 8,916 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Pension adjustment tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Interest Rate Swap | ||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | (1,712) | (92) | 3,452 | 6,519 | $ 2,714 | $ 734 | 1,649 | 9,967 |
Interest Rate Cap | ||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | $ (2,200) | $ (1,208) | $ 5,440 | $ 2,370 | $ 2,032 | $ 2,370 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net earnings (loss) | $ (81,224) | $ 191,123 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation | 197,469 | 153,714 |
Amortization | 280,667 | 59,820 |
Share-based compensation expense | 123,674 | 57,424 |
Amortization of discount on convertible debt and debt issuance costs | 13,690 | 12,159 |
Unrealized losses (gains) on foreign currency remeasurements and transactions | (945) | (912) |
Gain from equity investments | (435) | (1,641) |
Deferred income taxes | (121,277) | (8,917) |
Loss on debt extinguishment | 6,835 | 0 |
Increase (decrease) in cash from changes in (net of effect of acquisitions): | ||
Accounts receivable | 50,887 | 3,764 |
Inventories | 75,096 | (184,073) |
Accounts payable | (78,985) | 27,056 |
Contract liabilities | 13,177 | 24,473 |
Income taxes | 18,478 | 19,957 |
Accrued compensation and benefits | (54,893) | (40,030) |
Other operating net assets (liabilities) | 10,279 | (37,910) |
Net cash provided by operating activities | 452,493 | 276,007 |
Cash Flows from Investing Activities | ||
Additions to property, plant & equipment | (342,999) | (195,991) |
Purchases of businesses, net of cash acquired | (5,488,556) | 0 |
Other investing activities | (2,261) | (5,750) |
Net cash used in investing activities | (5,833,816) | (201,741) |
Cash Flows from Financing Activities | ||
Proceeds from borrowings of Revolving Credit Facility | 65,000 | 0 |
Proceeds from issuance of Series B Preferred Shares | 1,400,000 | 0 |
Proceeds from issuance of Senior Notes | 0 | 990,000 |
Payments on Finisar Notes | 0 | (14,888) |
Payments on borrowings under Revolving Credit Facility | (65,000) | 0 |
Payments on convertible notes | (3,561) | 0 |
Debt issuance costs | (126,516) | (10,197) |
Equity issuance costs | (42,000) | 0 |
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan | 21,509 | 17,177 |
Payments in satisfaction of employees' minimum tax obligations | (51,836) | (14,948) |
Payment of dividends | (20,700) | (27,608) |
Other financing activities | (866) | (1,715) |
Net cash provided by financing activities | 3,682,005 | 891,283 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 22,532 | 42,874 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (1,676,786) | 1,008,423 |
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 | 905,585 | 2,600,315 |
Cash paid for interest | 190,672 | 24,158 |
Cash paid for income taxes | 63,485 | 34,757 |
Additions to property, plant & equipment included in accounts payable | 45,425 | 71,477 |
Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||
Restricted cash | 21,000 | |
Cash, cash equivalents, and restricted cash | 901,028 | 2,600,315 |
Restricted cash, non-current | 4,557 | 0 |
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | 905,585 | 2,600,315 |
Term A Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowing of Term Facility | 850,000 | 0 |
Payments on existing debt | (1,144,025) | (46,538) |
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 ($) $ 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 | 119,127,000 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2021 | 2,300,000 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2021 | (13,640,000) | |||||||||||||
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) | 844,000 | 200,000 | ||||||||||||
Share-based and deferred compensation activities | (17,632) | $ (30,567) | $ 12,935 | |||||||||||
Net Earnings (Loss) | 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 | $ 2,681 | ||||||||||||
Dividends | (17,082) | (17,082) | ||||||||||||
Ending balance, Common Stock (in shares) at Sep. 30, 2021 | 119,971,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Sep. 30, 2021 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2021 | (13,840,000) | |||||||||||||
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 | 75,000 | |||||||||||||
Beginning balance at Jun. 30, 2021 | $ 726,178 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Dividends | $ 10,182 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2021 | 75,000 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 736,360 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | 734 | |||||||||||||
Beginning balance, Common Stock (in shares) at Jun. 30, 2021 | 119,127,000 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2021 | 2,300,000 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2021 | (13,640,000) | |||||||||||||
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] | ||||||||||||||
Net Earnings (Loss) | 191,123 | |||||||||||||
Foreign currency translation adjustments | (11,461) | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | 36,395 | $ 8,916 | ||||||||||||
Pension adjustment, net of taxes | 0 | |||||||||||||
Ending balance, Common Stock (in shares) at Mar. 31, 2022 | 120,319,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Mar. 31, 2022 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Mar. 31, 2022 | (13,869,000) | |||||||||||||
Ending balance at Mar. 31, 2022 | 3,627,765 | $ 2,045,850 | $ 445,319 | 48,117 | 1,321,779 | $ (233,300) | ||||||||
Beginning balance (in shares) at Jun. 30, 2021 | 75,000 | |||||||||||||
Beginning balance at Jun. 30, 2021 | $ 726,178 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 75,000 | |||||||||||||
Ending balance at Mar. 31, 2022 | $ 756,411 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Pension adjustment tax | 0 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | 9,967 | 2,370 | ||||||||||||
Beginning balance, Common Stock (in shares) at Sep. 30, 2021 | 119,971,000 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Sep. 30, 2021 | 2,300,000 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Sep. 30, 2021 | (13,840,000) | |||||||||||||
Beginning 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] | ||||||||||||||
Share-based and deferred compensation activities (in shares) | 82,000 | 13,000 | ||||||||||||
Share-based and deferred compensation activities | (16,048) | $ (16,854) | $ 806 | |||||||||||
Net Earnings (Loss) | 67,657 | 67,657 | ||||||||||||
Foreign currency translation adjustments | 2,593 | 2,593 | ||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | 9,910 | 9,910 | ||||||||||||
Dividends | (16,807) | (16,807) | ||||||||||||
Ending balance, Common Stock (in shares) at Dec. 31, 2021 | 120,053,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Dec. 31, 2021 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Dec. 31, 2021 | (13,853,000) | |||||||||||||
Ending balance at Dec. 31, 2021 | 3,537,413 | $ 2,019,306 | $ 445,319 | 15,070 | 1,289,925 | $ (232,207) | ||||||||
Beginning balance (in shares) at Sep. 30, 2021 | 75,000 | |||||||||||||
Beginning balance at Sep. 30, 2021 | $ 736,360 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Dividends | $ 9,803 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 75,000 | |||||||||||||
Ending balance at Dec. 31, 2021 | $ 746,163 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | 2,714 | |||||||||||||
Share-based and deferred compensation activities (in shares) | 266,000 | 16,000 | ||||||||||||
Share-based and deferred compensation activities | (25,451) | $ (26,544) | $ 1,093 | |||||||||||
Net Earnings (Loss) | 49,002 | |||||||||||||
Foreign currency translation adjustments | 327 | 327 | ||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | 23,804 | 8,916 | 23,804 | $ 8,916 | ||||||||||
Pension adjustment, net of taxes | 0 | |||||||||||||
Dividends | (17,148) | (17,148) | ||||||||||||
Ending balance, Common Stock (in shares) at Mar. 31, 2022 | 120,319,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Mar. 31, 2022 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Mar. 31, 2022 | (13,869,000) | |||||||||||||
Ending balance at Mar. 31, 2022 | 3,627,765 | $ 2,045,850 | $ 445,319 | 48,117 | 1,321,779 | $ (233,300) | ||||||||
Mezzanine Equity | ||||||||||||||
Shares issued (in shares) | 0 | |||||||||||||
Issuance of Series B shares | $ 0 | |||||||||||||
Dividends | $ 10,248 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 75,000 | |||||||||||||
Ending balance at Mar. 31, 2022 | $ 756,411 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Pension adjustment tax | $ 0 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | 6,519 | 2,370 | ||||||||||||
Beginning balance, Common Stock (in shares) at Jun. 30, 2022 | 120,923,000 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2022 | 2,300,000 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2022 | (13,972,758) | (13,973,000) | ||||||||||||
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) | 2,398,000 | 830,000 | ||||||||||||
Share-based and deferred compensation activities | (20,571) | $ (61,431) | $ 40,860 | |||||||||||
Coherent Acquisition (in shares) | 22,588,000 | |||||||||||||
Coherent Acquisition | 1,207,591 | $ 1,207,591 | ||||||||||||
Convertible debt conversions (in shares) | 7,181,000 | |||||||||||||
Convertible debt conversions | 337,940 | $ 337,940 | ||||||||||||
Net Earnings (Loss) | (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 | 39 | 39 | ||||||||||||
Dividends | (35,577) | (35,577) | ||||||||||||
Ending balance, Common Stock (in shares) at Sep. 30, 2022 | 153,090,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Sep. 30, 2022 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Sep. 30, 2022 | (14,803,000) | |||||||||||||
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 | 75,000 | |||||||||||||
Beginning balance at Jun. 30, 2022 | 766,803 | $ 766,803 | ||||||||||||
Mezzanine Equity | ||||||||||||||
Issuance of Series B shares (in shares) | 140,000 | |||||||||||||
Issuance of Series B shares | $ 1,358,000 | |||||||||||||
Dividends | $ 28,677 | |||||||||||||
Ending balance (in shares) at Sep. 30, 2022 | 215,000 | |||||||||||||
Ending balance at Sep. 30, 2022 | $ 2,153,480 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Pension adjustment tax | $ 0 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | 3,452 | 5,440 | ||||||||||||
Beginning balance, Common Stock (in shares) at Jun. 30, 2022 | 120,923,000 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2022 | 2,300,000 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2022 | (13,972,758) | (13,973,000) | ||||||||||||
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] | ||||||||||||||
Net Earnings (Loss) | (81,224) | |||||||||||||
Foreign currency translation adjustments | 157,805 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | 6,019 | 7,646 | ||||||||||||
Pension adjustment, net of taxes | $ 1,151 | |||||||||||||
Ending balance, Common Stock (in shares) at Mar. 31, 2023 | 154,370,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Mar. 31, 2023 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Mar. 31, 2023 | (15,098,467) | (15,098,000) | ||||||||||||
Ending balance at Mar. 31, 2023 | $ 5,239,436 | $ 3,755,410 | $ 445,319 | 170,454 | 1,159,322 | $ (291,069) | ||||||||
Beginning balance (in shares) at Jun. 30, 2022 | 75,000 | |||||||||||||
Beginning balance at Jun. 30, 2022 | 766,803 | $ 766,803 | ||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 215,000 | |||||||||||||
Ending balance at Mar. 31, 2023 | 2,211,642 | $ 2,211,642 | ||||||||||||
Mezzanine Equity | ||||||||||||||
Pension adjustment tax | 0 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | 1,649 | 2,032 | ||||||||||||
Beginning balance, Common Stock (in shares) at Sep. 30, 2022 | 153,090,000 | |||||||||||||
Beginning balance, Preferred Stock (in shares) at Sep. 30, 2022 | 2,300,000 | |||||||||||||
Beginning balance, Treasury Stock, (in shares) at Sep. 30, 2022 | (14,803,000) | |||||||||||||
Beginning balance at Sep. 30, 2022 | 5,009,038 | $ 3,671,514 | $ 445,319 | (101,431) | 1,273,850 | $ (280,214) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Share-based and deferred compensation activities (in shares) | 779,000 | 266,000 | ||||||||||||
Share-based and deferred compensation activities | (23,194) | $ (32,745) | $ 9,551 | |||||||||||
Net Earnings (Loss) | (45,072) | (45,072) | ||||||||||||
Foreign currency translation adjustments | 232,035 | 232,035 | ||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | (334) | (4,543) | (334) | (4,543) | ||||||||||
Pension adjustment, net of taxes | 403 | 403 | ||||||||||||
Dividends | (35,931) | (35,931) | ||||||||||||
Ending balance, Common Stock (in shares) at Dec. 31, 2022 | 153,869,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Dec. 31, 2022 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Dec. 31, 2022 | (15,069,000) | |||||||||||||
Ending balance at Dec. 31, 2022 | 5,178,790 | $ 3,704,259 | $ 445,319 | 126,130 | 1,192,847 | $ (289,765) | ||||||||
Beginning balance (in shares) at Sep. 30, 2022 | 215,000 | |||||||||||||
Beginning balance at Sep. 30, 2022 | $ 2,153,480 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Dividends | $ 28,992 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 215,000 | |||||||||||||
Ending balance at Dec. 31, 2022 | $ 2,182,471 | |||||||||||||
Mezzanine Equity | ||||||||||||||
Pension adjustment tax | 0 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | (92) | (1,208) | ||||||||||||
Share-based and deferred compensation activities (in shares) | 501,000 | 29,000 | ||||||||||||
Share-based and deferred compensation activities | (49,847) | $ (51,151) | $ 1,304 | |||||||||||
Net Earnings (Loss) | 2,546 | 2,546 | ||||||||||||
Foreign currency translation adjustments | 58,141 | 58,141 | ||||||||||||
Change in fair value of interest rate swap and interest rate cap, net of taxes | (6,251) | (8,275) | $ (6,251) | $ (8,275) | ||||||||||
Pension adjustment, net of taxes | 709 | 709 | ||||||||||||
Dividends | $ (36,071) | (36,071) | ||||||||||||
Ending balance, Common Stock (in shares) at Mar. 31, 2023 | 154,370,000 | |||||||||||||
Ending balance, Preferred Stock (in shares) at Mar. 31, 2023 | 2,300,000 | |||||||||||||
Ending balance, Treasury Stock (in shares) at Mar. 31, 2023 | (15,098,467) | (15,098,000) | ||||||||||||
Ending balance at Mar. 31, 2023 | $ 5,239,436 | $ 3,755,410 | $ 445,319 | $ 170,454 | $ 1,159,322 | $ (291,069) | ||||||||
Mezzanine Equity | ||||||||||||||
Dividends | $ 29,171 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 215,000 | |||||||||||||
Ending balance at Mar. 31, 2023 | 2,211,642 | $ 2,211,642 | ||||||||||||
Mezzanine Equity | ||||||||||||||
Pension adjustment tax | $ 0 | |||||||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | $ (1,712) | $ (2,200) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity and Mezzanine Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Pension adjustment tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||
Interest Rate Swap | ||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | (1,712) | (92) | 3,452 | 6,519 | $ 2,714 | $ 734 | 1,649 | 9,967 |
Interest Rate Cap | ||||||||
Change in fair value of interest rate swap and interest rate cap, taxes | $ (2,200) | $ (1,208) | $ 5,440 | $ 2,370 | $ 2,032 | $ 2,370 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2023 | |
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 and nine months ended March 31, 2023 and 2022 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 and nine months ended March 31, 2023 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. Transfer to New York Stock Exchange |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 9 Months Ended |
Mar. 31, 2023 | |
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. This topic 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. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. The Company adopted Topic 848 in the three months ended March 31, 2023 and applied the practical expedients under Topic 848 to account for modifications and updates to its floating rate debt, its interest rate swap and its interest rate cap. Application of these practical expedients allowed the Company to maintain hedge accounting for its interest rate cap and swap contracts. The adoption did not have a material impact on the Company's consolidated financial statements. 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 | 9 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Coherent Acquisition | Coherent AcquisitionOn 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 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. (NYSE: 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 available amount of $350 million, including a letter of credit sub-facility of up to $50 million. For further 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 $11 million and $83 million of acquisition related costs in the three and nine months ended March 31, 2023, respectively, representing professional and other direct acquisition costs. These costs are recorded within Selling, general and administrative expense in our Condensed Consolidated Statement of Earnings (Loss). Approximately 23 million shares of 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, inventories, property, plant & equipment and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired business, including among other things, the forecasted revenue growth attributable to the asset group and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the Company and Legacy Coherent. The Company’s intangible assets are comprised of trade names and trademarks, customer relationships, developed technology and backlog. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. The purchase price allocation set forth 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. Our preliminary allocation of the $7.1 billion 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): Preliminary Allocation as of 7/1/2022 as adjusted through 3/31/23 Previously Reported September 30, 2022 Measurement Period Adjustments (i) As Adjusted (preliminary) Assets Current Assets Cash, cash equivalents, and restricted cash $ 393,324 $ — $ 393,324 Accounts receivable 270,928 — 270,928 Inventories (ii) 497,345 66,540 563,885 Prepaid and refundable income taxes (iii) 8,869 (1,592) 7,277 Prepaid and other current assets 41,467 — 41,467 Total Current Assets 1,211,933 64,948 1,276,881 Property, plant & equipment, net (iv) 424,228 16,704 440,932 Deferred income taxes (iii) 1,115 (793) 322 Other assets 102,726 — 102,726 Other intangible assets, net (v) 2,425,454 1,079,546 3,505,000 Goodwill 4,005,727 (862,497) 3,143,230 Total Assets $ 8,171,183 $ 297,908 $ 8,469,091 Liabilities Current Liabilities Current portion of long-term debt $ 4,504 $ — $ 4,504 Accounts payable 116,754 — 116,754 Accrued compensation and benefits 60,596 — 60,596 Operating lease current liabilities 13,002 — 13,002 Accrued income taxes payable 16,936 — 16,936 Other accrued liabilities (vi) 136,042 702 136,744 Total Current Liabilities 347,834 702 348,536 Long-term debt 22,991 — 22,991 Deferred income taxes (iii) 563,824 292,168 855,992 Operating lease liabilities 43,313 — 43,313 Other liabilities (vi) 97,438 5,038 102,476 Total Liabilities $ 1,075,400 $ 297,908 $ 1,373,308 Preliminary aggregate acquisition consideration $ 7,095,783 $ — $ 7,095,783 (i) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (ii) The Condensed Combined Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a preliminary fair value of approximately $564 million, an increase of $67 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Combined Statement of Earnings (Loss) for the three and nine months ended March 31, 2023 includes cost of goods sold of approximately zero and $158 million, respectively, related to the increased basis in the preliminary fair value compared to the carrying value. The costs are being amortized over the expected period during which the acquired inventory is sold, and thus are not anticipated to affect the Condensed Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date. (iii) The Company has adjusted its prepaid and refundable income taxes, deferred tax asset and deferred tax liability positions as of March 31, 2023, to $7 million, zero and $856 million, respectively, as a result of measurement period adjustments. (iv) The Condensed Consolidated 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 $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Consolidated 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. (v) Preliminary identifiable intangible assets in the Condensed Combined Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the three and nine months ended March 31, 2023 was $21 million and $64 million, respectively. Intangibles amortization recorded in selling, general and administrative expenses for the three and nine months ended March 31, 2023 was $51 million and $156 million, respectively. Preliminary identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Condensed Consolidated Statements of Earnings (Loss) (in $000): Preliminary Estimated Useful Life Trade names and trademarks $ 430,000 N/A Customer relationships 1,830,000 15 years Developed technology 1,157,500 13.5 years Backlog 87,500 1.0 year Intangible assets acquired $ 3,505,000 (vi) The Company recorded approximately $1 million of increases in other current liabilities and $5 million of increases in other liabilities as measurement period adjustments. Operating results, including goodwill and intangibles, of Legacy Coherent are reflected in the Company’s consolidated financial statements from the Closing Date, within the Lasers segment. Revenues and net loss for the Lasers segment for the three months ended March 31, 2023 were $365 million and $65 million, respectively. Revenues and net loss for the Lasers segment for the nine months ended March 31, 2023 were $1,137 million and $364 million, respectively. Goodwill in the amount of $3.1 billion arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining Coherent and Legacy Coherent. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. Supplemental Pro Forma Information The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. The supplemental pro forma information presents the combined results of operations for the three and nine months ended March 31, 2023 and March 31, 2022, as if Legacy Coherent had been acquired as of July 1, 2021. The supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets, property, plant and equipment, adjustments to share-based compensation expense, fair value adjustments on the inventories acquired, transaction costs, interest expense and amortization of debt issuance costs related to the Senior Credit Facilities (as defined in Note 8. Debt). The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000): Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Revenue $ 1,240,194 $ 1,197,928 Net Earnings 36,294 6,482 Nine Months Ended March 31, 2023 Nine Months Ended March 31, 2022 Revenue $ 3,955,049 $ 3,576,039 Net Earnings (Loss) 247,715 (234,815) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Mar. 31, 2023 | |
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 information. The following tables summarize disaggregated revenue for the three and nine months ended March 31, 2023 and 2022 ($000): Three Months Ended March 31, 2023 Nine Months Ended March 31, 2023 Networking Materials Lasers Total Networking Materials Lasers Total Industrial $ 17,570 $ 156,846 $ 263,789 $ 438,205 $ 52,189 $ 450,383 $ 846,881 $ 1,349,453 Communications 521,291 17,014 — 538,305 1,664,205 59,553 — 1,723,758 Electronics 2,849 136,229 — 139,078 9,674 509,803 — 519,477 Instrumentation 9,389 13,680 101,537 124,606 30,259 42,070 290,032 362,361 Total Revenues $ 551,099 $ 323,769 $ 365,326 $ 1,240,194 $ 1,756,327 $ 1,061,809 $ 1,136,913 $ 3,955,049 Three Months Ended March 31, 2022 Nine Months Ended March 31, 2022 Networking Materials Total Networking Materials Total Industrial $ 21,325 $ 164,346 $ 185,671 $ 63,050 $ 486,094 $ 549,144 Communications 527,821 25,999 553,820 1,510,092 69,436 1,579,528 Electronics 2,752 60,240 62,992 9,080 220,683 229,763 Instrumentation 7,662 17,579 25,241 24,892 46,327 71,219 Total Revenues $ 559,560 $ 268,164 $ 827,724 $ 1,607,114 $ 822,540 $ 2,429,654 Contract Liabilities |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories were as follows ($000): March 31, June 30, Raw materials $ 490,479 $ 318,758 Work in progress 621,295 408,405 Finished goods 282,329 175,396 $ 1,394,103 $ 902,559 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consists of the following ($000): March 31, June 30, Land and improvements $ 74,908 $ 19,368 Buildings and improvements 686,293 415,530 Machinery and equipment 2,030,892 1,651,762 Construction in progress 311,051 271,605 Finance lease right-of-use asset 24,999 25,000 3,128,143 2,383,265 Less accumulated depreciation (1,217,582) (1,020,070) $ 1,910,561 $ 1,363,195 During the nine months ended March 31, 2023, as part of the Merger, a fair value step-up in the amount of $145 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 further information. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Mar. 31, 2023 | |
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): Nine Months Ended March 31, 2023 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 — — 3,143,230 3,143,230 Foreign currency translation (1,271) 859 76,560 76,148 Balance-end of period $ 1,012,006 $ 273,341 $ 3,219,790 $ 4,505,137 (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 March 31, 2023 and June 30, 2022 were as follows ($000): March 31, 2023 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 1,669,863 $ (238,908) $ 1,430,955 $ 473,845 $ (144,409) $ 329,436 Trade Names 452,461 (8,073) 444,388 22,536 (7,454) 15,082 Customer Lists 2,352,969 (296,873) 2,056,096 464,880 (173,994) 290,886 Backlog and Other 90,072 (67,313) 22,759 1,563 (1,563) — Total $ 4,565,365 $ (611,167) $ 3,954,198 $ 962,824 $ (327,420) $ 635,404 Refer to Note 3. Coherent Acquisition for further information on intangibles acquired in the nine months ended March 31, 2023. |
Debt
Debt | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt as of the dates indicated were as follows ($000): March 31, June 30, New Term A Facility, interest at adjusted SOFR, as defined, plus 1.750% $ 828,750 $ — Debt issuance costs, New Term A Facility and New Revolving Credit Facility (19,290) — New Term B Facility, interest at adjusted SOFR, as defined, plus 2.750% 2,676,000 — Debt issuance costs, New Term B Facility (68,773) — 1.30% Term loan due 2024 66 — 1.00% State of Connecticut term loan due 2023 2,040 — Facility construction loan in Germany due 2030 23,126 — 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 (7,086) (7,703) 0.25% Convertible Senior Notes — 341,501 Debt issuance costs and discount, 0.25% Convertible Senior Notes — (339) Total debt 4,424,833 2,300,426 Current portion of long-term debt (74,910) (403,212) Long-term debt, less current portion $ 4,349,923 $ 1,897,214 Senior Credit Facilities On July 1, 2022 (the “Closing Date”), Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), 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 term loan A credit facility (“the Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (“the Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% 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 bear interest at adjusted SOFR plus 1.75% as of March 31, 2023. As amended, the Term B Facility bears interest at an adjusted SOFR rate (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs, of $69 million and $183 million in the three and nine months ended March 31, 2023, respectively, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries, provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially of their assets to secure such obligations. 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 nine months ended March 31, 2023. 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 and nine months ended March 31, 2023 totaled $5 million and $14 million, respectively, and is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). As of March 31, 2023, 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-year senior secured first-lien term A loan facility (the “Prior Term A Facility”), (ii) Aggregate principal amount of $720 million for a seven-year senior secured term B loan facility (the “Prior Term B Facility” and together with the Prior Term A Facility, the “Prior Term Loan Facilities”), which was repaid in full during the quarter ended September 30, 2020, and (iii) Aggregate principal amount of $450 million for a five-year senior secured first-lien revolving credit facility (the “Prior Revolving Credit Facility” and together with the Prior Term Loan Facilities, the “Prior Senior Credit Facilities”). 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, of which $62 million was recorded as current portion of long-term debt and $933 million was recorded as long-term debt at June 30, 2022. 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 nine months ended March 31, 2023. 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 nine months ended March 31, 2023, the Company incurred expenses of $18 million, respectively, 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 March 31, 2023. 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 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. In relation to the Senior Notes, the Company incurred interest expense of $13 million and $38 million in the three and nine months ended March 31, 2023, respectively, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). 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 March 31, 2023, 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 Convertible Notes converted $332 million of principal, which was recorded as current portion of long-term debt at June 30, 2022, 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 and nine months ended March 31, 2023 and March 31, 2022. Aggregate Availability The Company had aggregate availability of $348 million under its Revolving Credit Facility as of March 31, 2023. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s year-to-date effective income tax rate at March 31, 2023 was 33% compared to an effective tax rate of 18% for the same period in 2022. 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 March 31, 2023 and June 30, 2022, the Company’s gross unrecognized income tax benefit, excluding interest and penalties, was $66 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, $27 million of the gross unrecognized tax benefits at March 31, 2023 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 March 31, 2023 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; Vietnam for the years ended September 30, 2018 through September 30, 2021; Singapore for the year ended September 30, 2020; and Germany for the years ended September 30, 2011 through September 30, 2020. The Company believes its income tax reserves for these tax matters are adequate. |
Leases
Leases | 9 Months Ended |
Mar. 31, 2023 | |
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 lease 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 March 31, 2023 Nine Months Ended Finance lease cost Amortization of right-of-use assets $ 417 $ 1,250 Interest on lease liabilities 279 851 Total finance lease cost 696 2,101 Operating lease cost 13,324 39,817 Total lease cost $ 14,020 $ 41,918 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 279 $ 851 Operating cash flows from operating leases 12,578 37,843 Financing cash flows from finance leases 369 1,056 Weighted-Average Remaining Lease Term (in Years) Finance leases 8.8 Operating leases 6.7 Weighted-Average Discount Rate Finance leases 5.6 % Operating leases 5.5 % Three Months Ended Nine Months Ended Finance Lease Cost Amortization of right-of-use assets $ 417 $ 1,255 Interest on lease liabilities 298 907 Total finance lease cost $ 715 $ 2,162 Operating lease cost 9,240 27,635 Sublease income — 507 Total lease cost $ 9,955 $ 29,290 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 298 $ 907 Operating cash flows from operating leases 8,899 26,565 Financing cash flows from finance leases 332 954 |
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 lease 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 March 31, 2023 Nine Months Ended Finance lease cost Amortization of right-of-use assets $ 417 $ 1,250 Interest on lease liabilities 279 851 Total finance lease cost 696 2,101 Operating lease cost 13,324 39,817 Total lease cost $ 14,020 $ 41,918 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 279 $ 851 Operating cash flows from operating leases 12,578 37,843 Financing cash flows from finance leases 369 1,056 Weighted-Average Remaining Lease Term (in Years) Finance leases 8.8 Operating leases 6.7 Weighted-Average Discount Rate Finance leases 5.6 % Operating leases 5.5 % Three Months Ended Nine Months Ended Finance Lease Cost Amortization of right-of-use assets $ 417 $ 1,255 Interest on lease liabilities 298 907 Total finance lease cost $ 715 $ 2,162 Operating lease cost 9,240 27,635 Sublease income — 507 Total lease cost $ 9,955 $ 29,290 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 298 $ 907 Operating cash flows from operating leases 8,899 26,565 Financing cash flows from finance leases 332 954 |
Equity and Redeemable Preferred
Equity and Redeemable Preferred Stock | 9 Months Ended |
Mar. 31, 2023 | |
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 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 and $21 million of preferred stock dividends for the three and nine months ended March 31, 2023, respectively, associated with the Mandatory Convertible Preferred Stock. The Company recognized $7 million and $21 million of preferred stock dividends for the three and nine months ended March 31, 2022, respectively, associated with the Mandatory Convertible Preferred Stock. The preferred dividends were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of March 31, 2023. The following table presents dividends per share and dividends recognized for the three and nine months ended March 31, 2023 and March 31, 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Dividends per share $ 3.00 $ 3.00 $ 9.00 $ 9.00 Mandatory Convertible Preferred Stock dividends ($000) 6,900 6,900 20,700 20,700 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 $87 million of preferred stock dividends related to the Series B Preferred Stock for the three and nine months ended March 31, 2023, respectively. The Company recognized $10 million and $30 million of preferred stock dividends related to the Series B Preferred Stock for the three and nine months ended March 31, 2022, respectively. The preferred stock dividends were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of March 31, 2023. The following table presents dividends per share and dividends recognized for the three and nine months ended March 31, 2023 and March 31, 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Dividends per share $ 136 $ 137 $ 404 $ 403 Dividends ($000) 27,969 9,732 83,267 28,743 Deemed dividends ($000) 1,202 516 3,570 1,490 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Mar. 31, 2023 | |
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 and nine months ended March 31, 2023, 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 and nine months ended March 31, 2023, 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 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 and nine months ended March 31, 2023 and March 31, 2022 ($000): Three Months Ended Nine Months Ended March 31, 2023 2022 2023 2022 Numerator Net earnings (loss) $ 2,546 $ 49,002 $ (81,224) $ 191,123 Deduct Series A preferred stock dividends (6,900) (6,900) (20,700) (20,700) Deduct Series B dividends and deemed dividends (29,171) (10,248) (86,837) (30,233) Basic earnings (loss) available to common shareholders $ (33,525) $ 31,854 $ (188,761) $ 140,190 Effect of dilutive securities: Add back interest on Convertible Notes (net of tax) $ — $ 571 $ — $ 1,650 Diluted earnings (loss) available to common shareholders $ (33,525) $ 32,425 $ (188,761) $ 141,840 Denominator Weighted average shares 139,113 106,323 136,990 106,079 Effect of dilutive securities: Common stock equivalents — 3,296 — 3,001 Convertible Notes — 7,330 — 7,330 Diluted weighted average common shares 139,113 116,949 136,990 116,410 Basic earnings (loss) per common share $ (0.24) $ 0.30 $ (1.38) $ 1.32 Diluted earnings (loss) per common share $ (0.24) $ 0.28 $ (1.38) $ 1.22 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 and nine months ended March 31, 2023 and March 31, 2022 ($000): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Common stock equivalents 2,416 2 2,334 12 Convertible Notes — — 1,491 — Series A Mandatory Convertible Preferred Stock 10,697 8,915 10,331 8,915 Series B Convertible Preferred Stock 26,511 9,217 26,185 9,105 Total anti-dilutive shares 39,624 18,134 40,341 18,032 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Mar. 31, 2023 | |
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 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 Legacy Coherent acquisition for the three and nine months ended March 31, 2023 are wholly allocated to the Lasers segment. For the three and nine months ended March 31, 2022, the expenses associated with the acquisition of Legacy 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 March 31, 2023 Networking Materials Lasers Unallocated Total Revenues $ 551,099 $ 323,769 $ 365,326 $ — $ 1,240,194 Inter-segment revenues 17,759 96,604 317 (114,680) — Operating income (loss) 49,476 67,826 (49,914) — 67,388 Interest expense — — — — (75,183) Other income (expense), net — — — — 3,048 Income tax benefit — — — — 7,293 Net earnings — — — — 2,546 Depreciation and amortization 41,369 29,242 90,330 — 160,941 Expenditures for property, plant & equipment 6,441 78,666 12,038 — 97,145 Segment assets 3,435,816 2,275,614 8,406,202 — 14,117,632 Goodwill 1,012,006 273,341 3,219,790 — 4,505,137 Three Months Ended March 31, 2022 Networking Materials Unallocated Total Revenues $ 559,560 $ 268,164 $ — $ 827,724 Inter-segment revenues 23,945 59,345 (83,290) — Operating income (loss) 54,618 61,754 (9,604) 106,768 Interest expense — — — (43,499) Other income (expense), net — — — (241) Income taxes — — — (14,027) Net earnings — — — 49,002 Depreciation and amortization 44,126 28,691 — 72,817 Expenditures for property, plant & equipment 18,363 75,939 — 94,302 Nine Months Ended March 31, 2023 Networking Materials Lasers Unallocated Total Revenues $ 1,756,327 $ 1,061,809 $ 1,136,913 $ — $ 3,955,049 Inter-segment revenues 54,129 277,502 1,400 (333,031) — Operating income (loss) 230,497 224,633 (337,020) — 118,110 Interest expense — — — — (207,976) Other income (expense), net — — — — (32,253) Income tax benefit — — — — 40,895 Net earnings — — — — (81,224) Depreciation and amortization 124,384 83,804 269,948 — 478,136 Expenditures for property, plant & equipment 80,654 215,038 47,307 — 342,999 Nine Months Ended March 31, 2022 Networking Materials Unallocated Total Revenues $ 1,607,114 $ 822,540 $ — $ 2,429,654 Inter-segment revenues 80,666 199,202 (279,868) — Operating income (loss) 164,481 165,071 (29,511) 300,041 Interest expense — — — (72,752) Other income (expense), net — — — 5,535 Income taxes — — — (41,701) Net earnings — — — 191,123 Depreciation and amortization 128,504 85,031 — 213,535 Expenditures for property, plant & equipment 53,779 142,211 — 195,991 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2023 | |
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 originally was approved by the Company's shareholders at the Annual Meeting in November 2018 (as amended and restated, the "Plan"). The Plan was approved by the Company's 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 Nine Months Ended 2023 2022 2023 2022 Stock Options and Cash-Based Stock Appreciation Rights $ 767 $ 1,635 $ 927 $ 4,107 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 29,533 13,317 103,003 44,449 Performance Share Awards and Cash-Based Performance Share Unit Awards 2,936 2,614 13,267 8,380 $ 33,236 $ 17,566 $ 117,197 $ 56,936 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2023 | |
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. Through February 28, 2023, the Company received payments based on the one-month LIBOR and made payments based on a fixed rate of 1.52%. The Company received payments with a floor of 0.00%. The interest rate swap agreement had 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. On March 20, 2023, the Company amended its $825 million interest rate swap ("Amended Swap"), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with the amended credit agreement. See Note 8. Debt for further information. Under the Amended Swap, the Company receives payments based on the one-month SOFR and makes payments based on a fixed rate of 1.42%. The Company receives payments with a floor of 0.10%. The Company designated this instrument as a cash flow hedge and deemed the hedge relationship effective at inception of the contract and amended contract. The fair value of the interest rate swap of $ 35 million On February 23, 2022, the Company entered into an interest rate cap ("the Cap") with an effective date of July 1, 2023. On March 20, 2023, the Company amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with the amended credit agreement. See Note 8. Debt for further information. 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 SOFR exceeds 1.92%. 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 $ 28 The Cap, as amended, is designed to mirror the terms of the Credit Agreement as amended on March 31, 2023. The Company designated the Cap as a cash flow hedge of the variability of the SOFR 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 March 31, 2023; 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): March 31, 2023 June 30, 2022 Fair Value Carrying Value Fair Value Carrying Value Convertible Notes $ — $ — $ 382,601 $ 341,162 Senior Notes $ 901,326 $ 982,914 $ 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. The Company, from time to time, purchases foreign currency forward exchange contracts that permit it to transact specified amounts of these foreign currencies for pre-established U.S. dollar amounts at specified dates that represent assets or liabilities on the balance sheets of certain subsidiaries. These contracts are entered into for the purpose of limiting translational exposure to changes in currency exchange rates and which otherwise would expose the Company's earnings, on the revaluation of its aggregate net assets or liabilities in respective currencies, to foreign currency risk. At March 31, 2023, the Company had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the three and nine months ended March 31, 2023 were $0 million and $5 million, respectively, and were included in other expense (income), net in the Condensed Consolidated Statements of Earnings (Loss). |
Share Repurchase Programs
Share Repurchase Programs | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023. As of March 31, 2023, 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 March 31, 2023 that may yet be purchased under the Program is approximately $28 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Mar. 31, 2023 | |
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 nine months ended March 31, 2023 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 before reclassifications 157,805 17,895 7,646 1,151 184,497 Amounts reclassified from AOCI — (11,876) — — (11,876) Net current-period other comprehensive income 157,805 6,019 7,646 1,151 172,621 AOCI - March 31, 2023 $ 123,233 $ 17,754 $ 21,952 $ 7,515 $ 170,454 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On May 10, 2023, the Company announced that it plans to take certain additional restructuring actions that will run through the end of fiscal year 2025 (the "Plan") in light of the macro conditions and its ongoing efforts to make the Company more efficient. The Plan includes certain restructuring actions including workforce reductions to reduce costs and expenses as well as site consolidations, including the relocation of certain manufacturing facilities, to increase its resiliency and lower its costs. We anticipate incurring approximately $150 million to $200 million of restructuring and other non-recurring costs to reduce the workforce and relocate facilities, among others, in connection with the Plan. On May 10, 2023, the Company announced that it has commenced a review of strategic alternatives for its Silicon Carbide “SiC” business. The Company expects to consider a range of strategic alternatives including a minority investment in the SiC business by a strategic or financial partner, joint venture, and/or a sale of the SiC business. |
Recently Issued Financial Acc_2
Recently Issued Financial Accounting Standards (Policies) | 9 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
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. This topic 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. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. The Company adopted Topic 848 in the three months ended March 31, 2023 and applied the practical expedients under Topic 848 to account for modifications and updates to its floating rate debt, its interest rate swap and its interest rate cap. Application of these practical expedients allowed the Company to maintain hedge accounting for its interest rate cap and swap contracts. The adoption did not have a material impact on the Company's consolidated financial statements. 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 (Tables)
Coherent Acquisition (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 $7.1 billion 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): Preliminary Allocation as of 7/1/2022 as adjusted through 3/31/23 Previously Reported September 30, 2022 Measurement Period Adjustments (i) As Adjusted (preliminary) Assets Current Assets Cash, cash equivalents, and restricted cash $ 393,324 $ — $ 393,324 Accounts receivable 270,928 — 270,928 Inventories (ii) 497,345 66,540 563,885 Prepaid and refundable income taxes (iii) 8,869 (1,592) 7,277 Prepaid and other current assets 41,467 — 41,467 Total Current Assets 1,211,933 64,948 1,276,881 Property, plant & equipment, net (iv) 424,228 16,704 440,932 Deferred income taxes (iii) 1,115 (793) 322 Other assets 102,726 — 102,726 Other intangible assets, net (v) 2,425,454 1,079,546 3,505,000 Goodwill 4,005,727 (862,497) 3,143,230 Total Assets $ 8,171,183 $ 297,908 $ 8,469,091 Liabilities Current Liabilities Current portion of long-term debt $ 4,504 $ — $ 4,504 Accounts payable 116,754 — 116,754 Accrued compensation and benefits 60,596 — 60,596 Operating lease current liabilities 13,002 — 13,002 Accrued income taxes payable 16,936 — 16,936 Other accrued liabilities (vi) 136,042 702 136,744 Total Current Liabilities 347,834 702 348,536 Long-term debt 22,991 — 22,991 Deferred income taxes (iii) 563,824 292,168 855,992 Operating lease liabilities 43,313 — 43,313 Other liabilities (vi) 97,438 5,038 102,476 Total Liabilities $ 1,075,400 $ 297,908 $ 1,373,308 Preliminary aggregate acquisition consideration $ 7,095,783 $ — $ 7,095,783 (i) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (ii) The Condensed Combined Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a preliminary fair value of approximately $564 million, an increase of $67 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Combined Statement of Earnings (Loss) for the three and nine months ended March 31, 2023 includes cost of goods sold of approximately zero and $158 million, respectively, related to the increased basis in the preliminary fair value compared to the carrying value. The costs are being amortized over the expected period during which the acquired inventory is sold, and thus are not anticipated to affect the Condensed Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date. (iii) The Company has adjusted its prepaid and refundable income taxes, deferred tax asset and deferred tax liability positions as of March 31, 2023, to $7 million, zero and $856 million, respectively, as a result of measurement period adjustments. (iv) The Condensed Consolidated 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 $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Consolidated 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. (v) Preliminary identifiable intangible assets in the Condensed Combined Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the three and nine months ended March 31, 2023 was $21 million and $64 million, respectively. Intangibles amortization recorded in selling, general and administrative expenses for the three and nine months ended March 31, 2023 was $51 million and $156 million, respectively. Preliminary identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Condensed Consolidated Statements of Earnings (Loss) (in $000): Preliminary Estimated Useful Life Trade names and trademarks $ 430,000 N/A Customer relationships 1,830,000 15 years Developed technology 1,157,500 13.5 years Backlog 87,500 1.0 year Intangible assets acquired $ 3,505,000 (vi) The Company recorded approximately $1 million of increases in other current liabilities and $5 million of increases in other liabilities as measurement period adjustments. |
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 March 31, 2023 Three Months Ended March 31, 2022 Revenue $ 1,240,194 $ 1,197,928 Net Earnings 36,294 6,482 Nine Months Ended March 31, 2023 Nine Months Ended March 31, 2022 Revenue $ 3,955,049 $ 3,576,039 Net Earnings (Loss) 247,715 (234,815) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue by Market and Product | The following tables summarize disaggregated revenue for the three and nine months ended March 31, 2023 and 2022 ($000): Three Months Ended March 31, 2023 Nine Months Ended March 31, 2023 Networking Materials Lasers Total Networking Materials Lasers Total Industrial $ 17,570 $ 156,846 $ 263,789 $ 438,205 $ 52,189 $ 450,383 $ 846,881 $ 1,349,453 Communications 521,291 17,014 — 538,305 1,664,205 59,553 — 1,723,758 Electronics 2,849 136,229 — 139,078 9,674 509,803 — 519,477 Instrumentation 9,389 13,680 101,537 124,606 30,259 42,070 290,032 362,361 Total Revenues $ 551,099 $ 323,769 $ 365,326 $ 1,240,194 $ 1,756,327 $ 1,061,809 $ 1,136,913 $ 3,955,049 Three Months Ended March 31, 2022 Nine Months Ended March 31, 2022 Networking Materials Total Networking Materials Total Industrial $ 21,325 $ 164,346 $ 185,671 $ 63,050 $ 486,094 $ 549,144 Communications 527,821 25,999 553,820 1,510,092 69,436 1,579,528 Electronics 2,752 60,240 62,992 9,080 220,683 229,763 Instrumentation 7,662 17,579 25,241 24,892 46,327 71,219 Total Revenues $ 559,560 $ 268,164 $ 827,724 $ 1,607,114 $ 822,540 $ 2,429,654 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows ($000): March 31, June 30, Raw materials $ 490,479 $ 318,758 Work in progress 621,295 408,405 Finished goods 282,329 175,396 $ 1,394,103 $ 902,559 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following ($000): March 31, June 30, Land and improvements $ 74,908 $ 19,368 Buildings and improvements 686,293 415,530 Machinery and equipment 2,030,892 1,651,762 Construction in progress 311,051 271,605 Finance lease right-of-use asset 24,999 25,000 3,128,143 2,383,265 Less accumulated depreciation (1,217,582) (1,020,070) $ 1,910,561 $ 1,363,195 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows ($000): Nine Months Ended March 31, 2023 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 — — 3,143,230 3,143,230 Foreign currency translation (1,271) 859 76,560 76,148 Balance-end of period $ 1,012,006 $ 273,341 $ 3,219,790 $ 4,505,137 (1) Refer to Note 13. Segment Reporting for information regarding the segment transfer of goodwill between segments. |
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 March 31, 2023 and June 30, 2022 were as follows ($000): March 31, 2023 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 1,669,863 $ (238,908) $ 1,430,955 $ 473,845 $ (144,409) $ 329,436 Trade Names 452,461 (8,073) 444,388 22,536 (7,454) 15,082 Customer Lists 2,352,969 (296,873) 2,056,096 464,880 (173,994) 290,886 Backlog and Other 90,072 (67,313) 22,759 1,563 (1,563) — Total $ 4,565,365 $ (611,167) $ 3,954,198 $ 962,824 $ (327,420) $ 635,404 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt as of the dates indicated were as follows ($000): March 31, June 30, New Term A Facility, interest at adjusted SOFR, as defined, plus 1.750% $ 828,750 $ — Debt issuance costs, New Term A Facility and New Revolving Credit Facility (19,290) — New Term B Facility, interest at adjusted SOFR, as defined, plus 2.750% 2,676,000 — Debt issuance costs, New Term B Facility (68,773) — 1.30% Term loan due 2024 66 — 1.00% State of Connecticut term loan due 2023 2,040 — Facility construction loan in Germany due 2030 23,126 — 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 (7,086) (7,703) 0.25% Convertible Senior Notes — 341,501 Debt issuance costs and discount, 0.25% Convertible Senior Notes — (339) Total debt 4,424,833 2,300,426 Current portion of long-term debt (74,910) (403,212) Long-term debt, less current portion $ 4,349,923 $ 1,897,214 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Nine Months Ended Finance lease cost Amortization of right-of-use assets $ 417 $ 1,250 Interest on lease liabilities 279 851 Total finance lease cost 696 2,101 Operating lease cost 13,324 39,817 Total lease cost $ 14,020 $ 41,918 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 279 $ 851 Operating cash flows from operating leases 12,578 37,843 Financing cash flows from finance leases 369 1,056 Weighted-Average Remaining Lease Term (in Years) Finance leases 8.8 Operating leases 6.7 Weighted-Average Discount Rate Finance leases 5.6 % Operating leases 5.5 % Three Months Ended Nine Months Ended Finance Lease Cost Amortization of right-of-use assets $ 417 $ 1,255 Interest on lease liabilities 298 907 Total finance lease cost $ 715 $ 2,162 Operating lease cost 9,240 27,635 Sublease income — 507 Total lease cost $ 9,955 $ 29,290 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 298 $ 907 Operating cash flows from operating leases 8,899 26,565 Financing cash flows from finance leases 332 954 |
Equity and Redeemable Preferr_2
Equity and Redeemable Preferred Stock (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Dividends | The following table presents dividends per share and dividends recognized for the three and nine months ended March 31, 2023 and March 31, 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Dividends per share $ 3.00 $ 3.00 $ 9.00 $ 9.00 Mandatory Convertible Preferred Stock dividends ($000) 6,900 6,900 20,700 20,700 The following table presents dividends per share and dividends recognized for the three and nine months ended March 31, 2023 and March 31, 2022: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Dividends per share $ 136 $ 137 $ 404 $ 403 Dividends ($000) 27,969 9,732 83,267 28,743 Deemed dividends ($000) 1,202 516 3,570 1,490 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 and nine months ended March 31, 2023 and March 31, 2022 ($000): Three Months Ended Nine Months Ended March 31, 2023 2022 2023 2022 Numerator Net earnings (loss) $ 2,546 $ 49,002 $ (81,224) $ 191,123 Deduct Series A preferred stock dividends (6,900) (6,900) (20,700) (20,700) Deduct Series B dividends and deemed dividends (29,171) (10,248) (86,837) (30,233) Basic earnings (loss) available to common shareholders $ (33,525) $ 31,854 $ (188,761) $ 140,190 Effect of dilutive securities: Add back interest on Convertible Notes (net of tax) $ — $ 571 $ — $ 1,650 Diluted earnings (loss) available to common shareholders $ (33,525) $ 32,425 $ (188,761) $ 141,840 Denominator Weighted average shares 139,113 106,323 136,990 106,079 Effect of dilutive securities: Common stock equivalents — 3,296 — 3,001 Convertible Notes — 7,330 — 7,330 Diluted weighted average common shares 139,113 116,949 136,990 116,410 Basic earnings (loss) per common share $ (0.24) $ 0.30 $ (1.38) $ 1.32 Diluted earnings (loss) per common share $ (0.24) $ 0.28 $ (1.38) $ 1.22 |
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 and nine months ended March 31, 2023 and March 31, 2022 ($000): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Common stock equivalents 2,416 2 2,334 12 Convertible Notes — — 1,491 — Series A Mandatory Convertible Preferred Stock 10,697 8,915 10,331 8,915 Series B Convertible Preferred Stock 26,511 9,217 26,185 9,105 Total anti-dilutive shares 39,624 18,134 40,341 18,032 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Networking Materials Lasers Unallocated Total Revenues $ 551,099 $ 323,769 $ 365,326 $ — $ 1,240,194 Inter-segment revenues 17,759 96,604 317 (114,680) — Operating income (loss) 49,476 67,826 (49,914) — 67,388 Interest expense — — — — (75,183) Other income (expense), net — — — — 3,048 Income tax benefit — — — — 7,293 Net earnings — — — — 2,546 Depreciation and amortization 41,369 29,242 90,330 — 160,941 Expenditures for property, plant & equipment 6,441 78,666 12,038 — 97,145 Segment assets 3,435,816 2,275,614 8,406,202 — 14,117,632 Goodwill 1,012,006 273,341 3,219,790 — 4,505,137 Three Months Ended March 31, 2022 Networking Materials Unallocated Total Revenues $ 559,560 $ 268,164 $ — $ 827,724 Inter-segment revenues 23,945 59,345 (83,290) — Operating income (loss) 54,618 61,754 (9,604) 106,768 Interest expense — — — (43,499) Other income (expense), net — — — (241) Income taxes — — — (14,027) Net earnings — — — 49,002 Depreciation and amortization 44,126 28,691 — 72,817 Expenditures for property, plant & equipment 18,363 75,939 — 94,302 Nine Months Ended March 31, 2023 Networking Materials Lasers Unallocated Total Revenues $ 1,756,327 $ 1,061,809 $ 1,136,913 $ — $ 3,955,049 Inter-segment revenues 54,129 277,502 1,400 (333,031) — Operating income (loss) 230,497 224,633 (337,020) — 118,110 Interest expense — — — — (207,976) Other income (expense), net — — — — (32,253) Income tax benefit — — — — 40,895 Net earnings — — — — (81,224) Depreciation and amortization 124,384 83,804 269,948 — 478,136 Expenditures for property, plant & equipment 80,654 215,038 47,307 — 342,999 Nine Months Ended March 31, 2022 Networking Materials Unallocated Total Revenues $ 1,607,114 $ 822,540 $ — $ 2,429,654 Inter-segment revenues 80,666 199,202 (279,868) — Operating income (loss) 164,481 165,071 (29,511) 300,041 Interest expense — — — (72,752) Other income (expense), net — — — 5,535 Income taxes — — — (41,701) Net earnings — — — 191,123 Depreciation and amortization 128,504 85,031 — 213,535 Expenditures for property, plant & equipment 53,779 142,211 — 195,991 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 Nine Months Ended 2023 2022 2023 2022 Stock Options and Cash-Based Stock Appreciation Rights $ 767 $ 1,635 $ 927 $ 4,107 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 29,533 13,317 103,003 44,449 Performance Share Awards and Cash-Based Performance Share Unit Awards 2,936 2,614 13,267 8,380 $ 33,236 $ 17,566 $ 117,197 $ 56,936 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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): March 31, 2023 June 30, 2022 Fair Value Carrying Value Fair Value Carrying Value Convertible Notes $ — $ — $ 382,601 $ 341,162 Senior Notes $ 901,326 $ 982,914 $ 865,527 $ 982,297 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Mar. 31, 2023 | |
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 nine months ended March 31, 2023 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 before reclassifications 157,805 17,895 7,646 1,151 184,497 Amounts reclassified from AOCI — (11,876) — — (11,876) Net current-period other comprehensive income 157,805 6,019 7,646 1,151 172,621 AOCI - March 31, 2023 $ 123,233 $ 17,754 $ 21,952 $ 7,515 $ 170,454 |
Coherent Acquisition - Narrativ
Coherent Acquisition - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | |||||
Merger funding, net cash outflow | $ 5,488,556,000 | $ 0 | |||
Acquisition related costs | $ 11,000,000 | 83,000,000 | |||
Goodwill | 4,505,137,000 | 4,505,137,000 | $ 1,285,759,000 | ||
New Term Loan A Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | $ 850,000,000 | ||||
New Term Loan B Credit Facility | |||||
Business Acquisition [Line Items] | |||||
Debt financing amount | 2,800,000,000 | ||||
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 (in usd per share) | $ 220 | ||||
Number of shares to be received (in shares) | 0.91 | ||||
Merger funding, net cash outflow | $ 2,100,000,000 | ||||
Purchase consideration | 7,095,783,000 | ||||
Revenues | 365,000,000 | 1,137,000,000 | |||
Net loss | (65,000,000) | (364,000,000) | |||
Goodwill | $ 4,005,727,000 | $ 3,143,230,000 | $ 3,143,230,000 | ||
Coherent Inc. | Common Stock | |||||
Business Acquisition [Line Items] | |||||
Shares issued in conjunction with closing of merger (in shares) | 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 ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | |
Current Assets | ||||||
Goodwill | $ 4,505,137,000 | $ 4,505,137,000 | $ 1,285,759,000 | |||
Liabilities | ||||||
Cost of goods sold | 820,038,000 | $ 506,051,000 | 2,680,131,000 | $ 1,490,190,000 | ||
Amortization | 280,667,000 | $ 59,820,000 | ||||
Coherent Inc. | ||||||
Current Assets | ||||||
Cash, cash equivalents, and restricted cash | 393,324,000 | 393,324,000 | $ 393,324,000 | |||
Accounts receivable | 270,928,000 | 270,928,000 | 270,928,000 | |||
Inventory | 563,885,000 | 563,885,000 | 497,345,000 | |||
Prepaid and refundable income taxes | 7,277,000 | 7,277,000 | 8,869,000 | |||
Prepaid and other current assets | 41,467,000 | 41,467,000 | 41,467,000 | |||
Total Current Assets | 1,276,881,000 | 1,276,881,000 | 1,211,933,000 | |||
Property, plant, and equipment, net | 440,932,000 | 440,932,000 | 424,228,000 | |||
Deferred income taxes | 322,000 | 322,000 | 1,115,000 | |||
Other assets | 102,726,000 | 102,726,000 | 102,726,000 | |||
Other intangible assets, net | 3,505,000,000 | 3,505,000,000 | 2,425,454,000 | |||
Goodwill | 3,143,230,000 | 3,143,230,000 | 4,005,727,000 | |||
Total Assets | 8,469,091,000 | 8,469,091,000 | 8,171,183,000 | |||
Current Liabilities | ||||||
Current portion of long-term debt | 4,504,000 | 4,504,000 | 4,504,000 | |||
Accounts payable | 116,754,000 | 116,754,000 | 116,754,000 | |||
Accrued compensation and benefits | 60,596,000 | 60,596,000 | 60,596,000 | |||
Operating lease current liabilities | 13,002,000 | 13,002,000 | 13,002,000 | |||
Accrued income taxes payable | 16,936,000 | 16,936,000 | 16,936,000 | |||
Other accrued liabilities | 136,744,000 | 136,744,000 | 136,042,000 | |||
Total Current Liabilities | 348,536,000 | 348,536,000 | 347,834,000 | |||
Long-term debt | 22,991,000 | 22,991,000 | 22,991,000 | |||
Deferred income taxes | 855,992,000 | 855,992,000 | 563,824,000 | |||
Operating lease liabilities | 43,313,000 | 43,313,000 | 43,313,000 | |||
Other liabilities | 102,476,000 | 102,476,000 | 97,438,000 | |||
Total Liabilities | 1,373,308,000 | 1,373,308,000 | 1,075,400,000 | |||
Preliminary aggregate acquisition consideration | 7,095,783,000 | 7,095,783,000 | $ 7,095,783,000 | |||
Assets | ||||||
Inventory adjustment | 66,540,000 | |||||
Prepaid and refundable income taxes | (1,592,000) | |||||
Total Current Assets | 64,948,000 | |||||
Property, plant & equipment adjustment | 16,704,000 | |||||
Deferred income taxes | (793,000) | |||||
Intangibles assets | 1,079,546,000 | |||||
Goodwill | (862,497,000) | |||||
Total Assets | 297,908,000 | |||||
Liabilities | ||||||
Other accrued liabilities | 702,000 | |||||
Total Current Liabilities | 702,000 | |||||
Deferred income taxes | 292,168,000 | |||||
Other liabilities | 5,038,000 | |||||
Total Liabilities | 297,908,000 | |||||
Coherent Inc. | Cost of Goods Sold | ||||||
Liabilities | ||||||
Amortization | 21,000,000 | 64,000,000 | ||||
Coherent Inc. | Selling, General and Administrative Expenses | ||||||
Liabilities | ||||||
Amortization | 51,000,000 | 156,000,000 | ||||
Coherent Inc. | Fair Value Adjustment to Inventory | ||||||
Liabilities | ||||||
Cost of goods sold | $ 0 | 158,000,000 | ||||
Coherent Inc. | Fair Value Adjustment to Property, Plant and Equipment | ||||||
Assets | ||||||
Inventory adjustment | 145,000,000 | |||||
Property, plant & equipment adjustment | $ 17,000,000 |
Coherent Acquisition - Prelim_3
Coherent Acquisition - Preliminary Identifiable Intangible Assets Acquired (Details) - Coherent Inc. - USD ($) $ in Thousands | Jul. 01, 2022 | Mar. 31, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 2,425,454 | $ 3,505,000 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 1,830,000 | |
Estimated Useful Life | 15 years | |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 1,157,500 | |
Estimated Useful Life | 13 years 6 months | |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 87,500 | |
Estimated Useful Life | 1 year | |
Trade names and trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Trade names and trademarks | $ 430,000 |
Coherent Acquisition - Unaudite
Coherent Acquisition - Unaudited Supplemental Pro Forma Information (Details) - Coherent Inc. - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 1,240,194 | $ 1,197,928 | $ 3,955,049 | $ 3,576,039 |
Net Earnings (Loss) | $ 36,294 | $ 6,482 | $ 247,715 | $ (234,815) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Jul. 01, 2022 USD ($) entity customerEndMarket | Mar. 31, 2023 USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of end markets | customerEndMarket | 4 | |
Number of entities transferred | entity | 2 | |
Revenue recognized related to customer payments | $ 18 | |
Contract liabilities | 181 | |
Contract liability included in other accrued liabilities | 116 | |
Contract liability recorded in other liabilities | $ 65 | |
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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,240,194 | $ 827,724 | $ 3,955,049 | $ 2,429,654 |
Networking | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 551,099 | 559,560 | 1,756,327 | 1,607,114 |
Materials | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 323,769 | 268,164 | 1,061,809 | 822,540 |
Lasers | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 365,326 | 1,136,913 | ||
Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 438,205 | 185,671 | 1,349,453 | 549,144 |
Industrial | Networking | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,570 | 21,325 | 52,189 | 63,050 |
Industrial | Materials | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 156,846 | 164,346 | 450,383 | 486,094 |
Industrial | Lasers | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 263,789 | 846,881 | ||
Communications | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 538,305 | 553,820 | 1,723,758 | 1,579,528 |
Communications | Networking | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 521,291 | 527,821 | 1,664,205 | 1,510,092 |
Communications | Materials | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 17,014 | 25,999 | 59,553 | 69,436 |
Communications | Lasers | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Electronics | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 139,078 | 62,992 | 519,477 | 229,763 |
Electronics | Networking | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,849 | 2,752 | 9,674 | 9,080 |
Electronics | Materials | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 136,229 | 60,240 | 509,803 | 220,683 |
Electronics | Lasers | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | ||
Instrumentation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 124,606 | 25,241 | 362,361 | 71,219 |
Instrumentation | Networking | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 9,389 | 7,662 | 30,259 | 24,892 |
Instrumentation | Materials | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,680 | $ 17,579 | 42,070 | $ 46,327 |
Instrumentation | Lasers | Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 101,537 | $ 290,032 |
Inventories - Components (Detai
Inventories - Components (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 490,479 | $ 318,758 |
Work in progress | 621,295 | 408,405 |
Finished goods | 282,329 | 175,396 |
Inventories | $ 1,394,103 | $ 902,559 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Inventory [Line Items] | ||||
Cost of goods sold | $ 820,038,000 | $ 506,051,000 | $ 2,680,131,000 | $ 1,490,190,000 |
Coherent Inc. | Fair Value Adjustment to Inventory | ||||
Inventory [Line Items] | ||||
Cost of goods sold | $ 0 | $ 158,000,000 |
Property Plant and Equipment -
Property Plant and Equipment - Summary (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use asset | $ 24,999 | $ 25,000 |
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation | 3,128,143 | 2,383,265 |
Less accumulated depreciation | (1,217,582) | (1,020,070) |
Property, plant, and equipment, net | 1,910,561 | 1,363,195 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 74,908 | 19,368 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 686,293 | 415,530 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,030,892 | 1,651,762 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 311,051 | $ 271,605 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narrative (Details) - Coherent Inc. $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Inventory adjustment | $ 66,540 |
Fair Value Adjustment to Property, Plant and Equipment | |
Property, Plant and Equipment [Line Items] | |
Inventory adjustment | $ 145,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance-beginning of period | $ 1,285,759 |
Transfer between segments | 0 |
Goodwill acquired | 3,143,230 |
Foreign currency translation | 76,148 |
Balance-end of period | 4,505,137 |
Networking | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 1,048,743 |
Transfer between segments | (35,466) |
Goodwill acquired | 0 |
Foreign currency translation | (1,271) |
Balance-end of period | 1,012,006 |
Materials | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 237,016 |
Transfer between segments | 35,466 |
Goodwill acquired | 0 |
Foreign currency translation | 859 |
Balance-end of period | 273,341 |
Lasers | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 0 |
Transfer between segments | 0 |
Goodwill acquired | 3,143,230 |
Foreign currency translation | 76,560 |
Balance-end of period | $ 3,219,790 |
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 | Mar. 31, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,565,365 | $ 962,824 |
Accumulated Amortization | (611,167) | (327,420) |
Net Book Value | 3,954,198 | 635,404 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,669,863 | 473,845 |
Accumulated Amortization | (238,908) | (144,409) |
Net Book Value | 1,430,955 | 329,436 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 452,461 | 22,536 |
Accumulated Amortization | (8,073) | (7,454) |
Net Book Value | 444,388 | 15,082 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,352,969 | 464,880 |
Accumulated Amortization | (296,873) | (173,994) |
Net Book Value | 2,056,096 | 290,886 |
Backlog and Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 90,072 | 1,563 |
Accumulated Amortization | (67,313) | (1,563) |
Net Book Value | $ 22,759 | $ 0 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||||
Jul. 01, 2022 | Mar. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | Dec. 10, 2021 | Aug. 31, 2017 | |
Line of Credit Facility [Line Items] | ||||||
Total debt | $ 4,424,833 | $ 2,300,426 | ||||
Current portion of long-term debt | (74,910) | (403,212) | ||||
Long-term debt, less current portion | $ 4,349,923 | 1,897,214 | ||||
1.30% Term loan due 2024 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 1.30% | |||||
Total debt, gross | $ 66 | 0 | ||||
1.00% State of Connecticut term loan due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 1% | |||||
Total debt, gross | $ 2,040 | 0 | ||||
Facility construction loan in Germany due 2030 | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | $ 23,126 | 0 | ||||
5.000% Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 5% | 5% | ||||
Total debt, gross | $ 990,000 | 990,000 | ||||
Debt issuance costs and discount, Senior notes and 0.25% convertible senior notes | $ (7,086) | (7,703) | ||||
0.25% Convertible Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 0.25% | 0.25% | ||||
Total debt, gross | $ 0 | $ 4,000 | 341,501 | |||
Debt issuance costs and discount, Senior notes and 0.25% convertible senior notes | 0 | (339) | ||||
New Term Loan A Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | $ 828,750 | 0 | ||||
New Term Loan A Credit Facility | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 1.75% | |||||
New Term A Loan Facility And Revolving Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt issuance costs | $ (19,290) | 0 | ||||
New Term Loan B Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Total debt, gross | 2,676,000 | 0 | ||||
Debt issuance costs | $ (68,773) | 0 | ||||
New Term Loan B Credit Facility | SOFR | ||||||
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 | ||||
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) |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Jul. 01, 2022 | Mar. 31, 2023 | Mar. 31, 2023 | Dec. 10, 2021 | |
Line of Credit Facility [Line Items] | |||||
Debt issuance costs capitalized | $ 90,000,000 | $ 90,000,000 | $ 90,000,000 | ||
Senior Credit Facilities | |||||
Line of Credit Facility [Line Items] | |||||
Aggregate principal amount | $ 4,000,000,000 | ||||
Amortization of debt issuance costs | $ 5,000,000 | $ 14,000,000 | |||
5.000% Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, interest rate | 5% | 5% | 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 | SOFR | |||||
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 | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 0.10% | ||||
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | 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 | SOFR | 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 | SOFR | |||||
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] | |||||
Amortization of debt issuance costs | $ 69,000,000 | $ 183,000,000 | |||
New Term Loan B Credit Facility | New Term Loan B Credit Facility | SOFR | |||||
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 | SOFR | |||||
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 | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 0.10% | ||||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | 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 | SOFR | 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 | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | |
Line of Credit Facility [Line Items] | |||||
Current portion of long-term debt | $ 74,910,000 | $ 403,212,000 | |||
Long-term debt | 4,349,923,000 | 1,897,214,000 | |||
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 | ||||
Current portion of long-term debt | 62,000,000 | ||||
Long-term debt | 933,000,000 | ||||
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 ($) | 9 Months Ended | |
Mar. 31, 2023 | 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 (€) | Mar. 31, 2023 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 | $ 66 | $ 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 | $ 2,040 | $ 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 | 3 Months Ended | 9 Months Ended | |||||
Dec. 10, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | |||||||
Available credit under lines of credit | $ 348,000,000 | $ 348,000,000 | |||||
5.000% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 5% | 5% | 5% | ||||
Aggregate principal amount | $ 990,000,000 | ||||||
Interest expense | $ 13,000,000 | $ 38,000,000 | |||||
Aggregate principal outstanding | $ 990,000,000 | $ 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 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 0.25% | 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 | $ 0 | $ 0 | $ 4,000,000 | $ 341,501,000 |
Income Taxes (Detail)
Income Taxes (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate, percent | 33% | 18% | |
U.S. statutory rate | 21% | ||
Unrecognized tax benefits | $ 66 | $ 37 | |
Unrecognized tax benefits that would impact effective tax rate | 27 | ||
Interest and penalties accrued | $ 6 | $ 3 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Finance Lease Cost | ||||
Amortization of right-of-use assets | $ 417 | $ 417 | $ 1,250 | $ 1,255 |
Interest on lease liabilities | 279 | 298 | 851 | 907 |
Total finance lease cost | 696 | 715 | 2,101 | 2,162 |
Operating lease cost | 13,324 | 9,240 | 39,817 | 27,635 |
Sublease income | 0 | 507 | ||
Total lease cost | 14,020 | 9,955 | 41,918 | 29,290 |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||||
Operating cash flows from finance leases | 279 | 298 | 851 | 907 |
Operating cash flows from operating leases | 12,578 | 8,899 | 37,843 | 26,565 |
Financing cash flows from finance leases | $ 369 | $ 332 | $ 1,056 | $ 954 |
Weighted-Average Remaining Lease Term (in Years) | ||||
Finance leases | 8 years 9 months 18 days | 8 years 9 months 18 days | ||
Operating leases | 6 years 8 months 12 days | 6 years 8 months 12 days | ||
Weighted-Average Discount Rate | ||||
Finance leases | 5.60% | 5.60% | ||
Operating leases | 5.50% | 5.50% |
Equity and Redeemable Preferr_3
Equity and Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jul. 01, 2022 $ / shares shares | Jul. 31, 2022 day | Mar. 31, 2021 day $ / shares shares | Jul. 31, 2020 day shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Jun. 30, 2022 $ / 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 | $ 21,000 | $ 21,000 | |||||
Series B-1 Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued (in 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) | 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 | $ | $ 29,171 | $ 10,248 | $ 86,837 | $ 30,233 | |||||
Shares issued (in shares) | 0 | ||||||||
Redeemable convertible preferred stock, par value (in usd per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||||
Underwritten Public Offering | Series A Mandatory Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, shares issued (in shares) | 2,300,000 | ||||||||
Underwritten Public Offering | Series A Mandatory Convertible Preferred Stock | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion (in 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) | 3.8760 |
Equity and Redeemable Preferr_4
Equity and Redeemable Preferred Stock - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||||
Preferred stock dividends | $ 36,071 | $ 17,148 | $ 107,537 | $ 50,933 |
Mandatory Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends per share (in usd per share) | $ 3 | $ 3 | $ 9 | $ 9 |
Preferred stock dividends | $ 6,900 | $ 6,900 | $ 20,700 | $ 20,700 |
Series B Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends per share (in usd per share) | $ 136 | $ 137 | $ 404 | $ 403 |
Preferred stock dividends | $ 27,969 | $ 9,732 | $ 83,267 | $ 28,743 |
Deemed dividends | $ 1,202 | $ 516 | $ 3,570 | $ 1,490 |
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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator | ||||
Net earnings (loss) | $ 2,546 | $ 49,002 | $ (81,224) | $ 191,123 |
Deduct Series A preferred stock dividends | (36,071) | (17,148) | (107,537) | (50,933) |
Net Earnings (Loss) available to the Common Shareholders | (33,525) | 31,854 | (188,761) | 140,190 |
Add back interest on Convertible Notes (net of tax) | 0 | 571 | 0 | 1,650 |
Diluted earnings (loss) available to common shareholders | $ (33,525) | $ 32,425 | $ (188,761) | $ 141,840 |
Denominator | ||||
Weighted average shares (in shares) | 139,113 | 106,323 | 136,990 | 106,079 |
Effect of dilutive securities: | ||||
Common stock equivalents (in shares) | 0 | 3,296 | 0 | 3,001 |
II-VI Convertible Notes (in shares) | 0 | 7,330 | 0 | 7,330 |
Diluted weighted average common shares (in shares) | 139,113 | 116,949 | 136,990 | 116,410 |
Basic earnings (loss) per common share (in usd per share) | $ (0.24) | $ 0.30 | $ (1.38) | $ 1.32 |
Diluted earnings (loss) per common share (in usd per share) | $ (0.24) | $ 0.28 | $ (1.38) | $ 1.22 |
Deduct Series A preferred stock dividends | ||||
Numerator | ||||
Deduct Series A preferred stock dividends | $ (6,900) | $ (6,900) | $ (20,700) | $ (20,700) |
Deduct Series B dividends and deemed dividends | ||||
Numerator | ||||
Deduct Series A preferred stock dividends | (27,969) | (9,732) | (83,267) | (28,743) |
Deduct Series B dividends and deemed dividends | $ (29,171) | $ (10,248) | $ (86,837) | $ (30,233) |
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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 39,624 | 18,134 | 40,341 | 18,032 |
Common stock equivalents | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 2,416 | 2 | 2,334 | 12 |
Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 0 | 0 | 1,491 | 0 |
Series A Mandatory Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 10,697 | 8,915 | 10,331 | 8,915 |
Series B Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares (in shares) | 26,511 | 9,217 | 26,185 | 9,105 |
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 Operations by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 30, 2022 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | $ 1,240,194 | $ 827,724 | $ 3,955,049 | $ 2,429,654 | |
Inter-segment revenues | 0 | 0 | 0 | 0 | |
Operating income (loss) | 67,388 | 106,768 | 118,110 | 300,041 | |
Interest expense | (75,183) | (43,499) | (207,976) | (72,752) | |
Other income (expense), net | 3,048 | (241) | (32,253) | 5,535 | |
Income tax benefit | (7,293) | 14,027 | (40,895) | 41,701 | |
Net earnings | 2,546 | 49,002 | (81,224) | 191,123 | |
Depreciation and amortization | 160,941 | 72,817 | 478,136 | 213,535 | |
Expenditures for property, plant & equipment | 97,145 | 94,302 | 342,999 | 195,991 | |
Segment assets | 14,117,632 | 14,117,632 | $ 7,844,846 | ||
Goodwill | 4,505,137 | 4,505,137 | 1,285,759 | ||
Unallocated & Other | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 0 | 0 | 0 | 0 | |
Inter-segment revenues | (114,680) | (83,290) | (333,031) | (279,868) | |
Operating income (loss) | 0 | (9,604) | 0 | (29,511) | |
Interest expense | 0 | 0 | 0 | 0 | |
Other income (expense), net | 0 | 0 | 0 | 0 | |
Income tax benefit | 0 | 0 | 0 | 0 | |
Net earnings | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Expenditures for property, plant & equipment | 0 | 0 | 0 | 0 | |
Segment assets | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Networking | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Goodwill | 1,012,006 | 1,012,006 | 1,048,743 | ||
Networking | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 551,099 | 559,560 | 1,756,327 | 1,607,114 | |
Inter-segment revenues | 17,759 | 23,945 | 54,129 | 80,666 | |
Operating income (loss) | 49,476 | 54,618 | 230,497 | 164,481 | |
Interest expense | 0 | 0 | 0 | 0 | |
Other income (expense), net | 0 | 0 | 0 | 0 | |
Income tax benefit | 0 | 0 | 0 | 0 | |
Net earnings | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 41,369 | 44,126 | 124,384 | 128,504 | |
Expenditures for property, plant & equipment | 6,441 | 18,363 | 80,654 | 53,779 | |
Segment assets | 3,435,816 | 3,435,816 | |||
Goodwill | 1,012,006 | 1,012,006 | |||
Materials | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Goodwill | 273,341 | 273,341 | 237,016 | ||
Materials | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 323,769 | 268,164 | 1,061,809 | 822,540 | |
Inter-segment revenues | 96,604 | 59,345 | 277,502 | 199,202 | |
Operating income (loss) | 67,826 | 61,754 | 224,633 | 165,071 | |
Interest expense | 0 | 0 | 0 | 0 | |
Other income (expense), net | 0 | 0 | 0 | 0 | |
Income tax benefit | 0 | 0 | 0 | 0 | |
Net earnings | 0 | 0 | 0 | 0 | |
Depreciation and amortization | 29,242 | 28,691 | 83,804 | 85,031 | |
Expenditures for property, plant & equipment | 78,666 | $ 75,939 | 215,038 | $ 142,211 | |
Segment assets | 2,275,614 | 2,275,614 | |||
Goodwill | 273,341 | 273,341 | |||
Lasers | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Goodwill | 3,219,790 | 3,219,790 | $ 0 | ||
Lasers | Operating Segments | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Revenues | 365,326 | 1,136,913 | |||
Inter-segment revenues | 317 | 1,400 | |||
Operating income (loss) | (49,914) | (337,020) | |||
Interest expense | 0 | 0 | |||
Other income (expense), net | 0 | 0 | |||
Income tax benefit | 0 | 0 | |||
Net earnings | 0 | 0 | |||
Depreciation and amortization | 90,330 | 269,948 | |||
Expenditures for property, plant & equipment | 12,038 | 47,307 | |||
Segment assets | 8,406,202 | 8,406,202 | |||
Goodwill | $ 3,219,790 | $ 3,219,790 |
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 | 9 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | $ 33,236 | $ 17,566 | $ 117,197 | $ 56,936 |
Stock Options and Cash-Based Stock Appreciation Rights | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation expense | 767 | 1,635 | 927 | 4,107 |
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 | 29,533 | 13,317 | 103,003 | 44,449 |
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 | $ 2,936 | $ 2,614 | $ 13,267 | $ 8,380 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 20, 2023 | Jun. 30, 2022 | Feb. 23, 2022 | Nov. 24, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid and other current assets | Prepaid and other current assets | ||||
Gain on derivative | $ 0 | $ 5,000,000 | ||||
Interest Rate Swap | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Notional amount | $ 825,000,000 | $ 825,000,000 | $ 1,075,000,000 | |||
Fixed interest rate | 0.10% | 1.52% | ||||
Floor Interest rate | 1.42% | 0% | ||||
Derivative asset | 35,000,000 | 35,000,000 | ||||
Interest Rate Cap | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Fixed interest rate | 0.853% | |||||
Derivative asset | $ 28,000,000 | $ 28,000,000 | ||||
Interest Rate Cap | SOFR | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Derivative, trigger for right to receive payment, percent | 1.92% | |||||
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 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value and Carrying Value of Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Jun. 30, 2022 |
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 | 901,326 | 865,527 |
Senior notes carrying value | $ 982,914 | $ 982,297 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Detail) - USD ($) | 3 Months Ended | 104 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2023 | Aug. 31, 2014 | |
Equity [Abstract] | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||
Purchase of common stock, shares (in shares) | 0 | 1,416,587 | |
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 | 9 Months Ended |
Mar. 31, 2023 USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | $ 3,616,475 |
Other comprehensive income before reclassifications | 184,497 |
Amounts reclassified from AOCI | (11,876) |
Net current-period other comprehensive income | 172,621 |
Ending balance | 5,239,436 |
Foreign Currency Translation Adjustment | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (34,572) |
Other comprehensive income before reclassifications | 157,805 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income | 157,805 |
Ending balance | 123,233 |
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 before reclassifications | 17,895 |
Amounts reclassified from AOCI | (11,876) |
Net current-period other comprehensive income | 6,019 |
Ending balance | 17,754 |
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 before reclassifications | 7,646 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income | 7,646 |
Ending balance | 21,952 |
Defined Benefit Pension Plan | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | 6,364 |
Other comprehensive income before reclassifications | 1,151 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income | 1,151 |
Ending balance | 7,515 |
Accumulated Other Comprehensive Income (Loss) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning balance | (2,167) |
Ending balance | $ 170,454 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event $ in Millions | May 10, 2023 USD ($) |
Minimum | |
Subsequent Event [Line Items] | |
Expected restructuring and other non-recurring costs | $ 150 |
Maximum | |
Subsequent Event [Line Items] | |
Expected restructuring and other non-recurring costs | $ 200 |