Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2019 | Feb. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | IIVI | |
Entity Registrant Name | II-VI INCORPORATED | |
Entity Central Index Key | 0000820318 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 91,059,636 | |
Entity Shell Company | false | |
Entity File Number | 0-16195 | |
Entity Tax Identification Number | 25-1214948 | |
Entity Address, Address Line One | 375 Saxonburg Boulevard | |
Entity Address, City or Town | Saxonburg | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 16056 | |
City Area Code | 724 | |
Entity Interactive Data Current | Yes | |
Local Phone Number | 352-4455 | |
Title of 12(b) Security | Common Stock, no par value | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | PA | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 376,840 | $ 204,872 |
Accounts receivable - less allowance for doubtful accounts of $1,868 at December 31, 2019 and $1,292 at June 30, 2019 | 488,902 | 269,642 |
Inventories | 662,982 | 296,282 |
Prepaid and refundable income taxes | 8,449 | 11,778 |
Prepaid and other current assets | 52,016 | 30,337 |
Total Current Assets | 1,589,189 | 812,911 |
Property, plant & equipment, net | 1,347,147 | 582,790 |
Goodwill | 1,096,691 | 319,778 |
Other intangible assets, net | 929,773 | 139,324 |
Investments | 77,795 | 76,208 |
Deferred income taxes | 17,487 | 8,524 |
Other assets | 150,127 | 14,238 |
Total Assets | 5,208,209 | 1,953,773 |
Current Liabilities | ||
Current portion of long-term debt | 69,250 | 23,834 |
Accounts payable | 229,042 | 104,462 |
Accrued compensation and benefits | 95,019 | 71,847 |
Operating lease current liabilities | 29,245 | |
Accrued income taxes payable | 21,121 | 20,476 |
Other accrued liabilities | 127,922 | 49,944 |
Total Current Liabilities | 571,599 | 270,563 |
Long-term debt | 2,228,207 | 443,163 |
Deferred income taxes | 98,448 | 23,913 |
Operating lease liabilities | 93,347 | |
Other liabilities | 150,911 | 82,925 |
Total Liabilities | 3,142,512 | 820,564 |
Shareholders' Equity | ||
Preferred stock, no par value; authorized - 5,000,000 shares; none issued | ||
Common stock, no par value; authorized - 300,000,000 shares; issued - 104,043,057 shares at December 31, 2019; 76,315,337 shares at June 30, 2019 | 1,441,180 | 382,423 |
Accumulated other comprehensive income (loss) | (9,208) | (24,221) |
Retained earnings | 819,370 | 943,581 |
Shareholders' equity excluding treasury stock | 2,251,342 | 1,301,783 |
Treasury stock, at cost - 13,080,375 shares at December 31, 2019 and 12,603,781 shares at June 30, 2019 | (185,645) | (168,574) |
Total Shareholders' Equity | 2,065,697 | 1,133,209 |
Total Liabilities and Shareholders' Equity | $ 5,208,209 | $ 1,953,773 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,868 | $ 1,292 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 104,043,057 | 76,315,337 |
Treasury stock, shares | 13,080,375 | 12,603,781 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 666,331 | $ 342,839 | $ 1,006,740 | $ 657,272 |
Costs, Expenses, and Other Expense (Income) | ||||
Cost of goods sold | 517,991 | 211,333 | 735,260 | 401,859 |
Internal research and development | 107,700 | 33,764 | 143,820 | 66,935 |
Selling, general and administrative | 119,218 | 58,136 | 224,713 | 111,659 |
Interest expense | 28,390 | 5,580 | 35,358 | 11,164 |
Other expense (income), net | 487 | (701) | 5,566 | (1,414) |
Total Costs, Expenses, & Other Expense (Income) | 773,786 | 308,112 | 1,144,717 | 590,203 |
Earnings (Loss) Before Income Taxes | (107,455) | 34,727 | (137,977) | 67,069 |
Income Taxes | (9,242) | 6,025 | (13,766) | 12,218 |
Net Earnings (Loss) | $ (98,213) | $ 28,702 | $ (124,211) | $ 54,851 |
Basic Earnings (Loss) Per Share | $ (1.08) | $ 0.45 | $ (1.58) | $ 0.86 |
Diluted Earnings (Loss) Per Share | $ (1.08) | $ 0.44 | $ (1.58) | $ 0.83 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ (98,213) | $ 28,702 | $ (124,211) | $ 54,851 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 24,590 | (4,454) | 11,571 | (15,105) |
Change in fair value of interest rate swap, net of taxes of $989 for both the three and six months ended December 31, 2019 | 3,609 | 3,609 | ||
Pension adjustment, net of taxes of ($92) and ($69) for the three and six months ended December 31, 2019, respectively, and ($24) and ($9) for the three and six months ended December 31, 2018, respectively | (251) | (85) | (167) | (33) |
Comprehensive income (loss) | $ (70,265) | $ 24,163 | $ (109,198) | $ 39,713 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Change in fair value of interest rate swap, net of taxes | $ 989 | $ 989 | ||
Pension adjustment tax | $ (92) | $ (24) | $ (69) | $ (9) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net earnings (loss) | $ (124,211) | $ 54,851 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation | 69,386 | 36,679 |
Amortization | 39,714 | 7,820 |
Share-based compensation expense | 34,380 | 9,277 |
Amortization of discount on convertible debt and debt issuance costs | 9,639 | 6,255 |
Debt extinguishment costs | 3,960 | |
Losses on foreign currency remeasurements and transactions | 4,575 | 1,726 |
Earnings from equity investments | (918) | (2,767) |
Deferred income taxes | (42,076) | (3,506) |
Increase (decrease) in cash from changes in (net of effect of acquisitions): | ||
Accounts receivable | 31,237 | (8,610) |
Inventories | 78,065 | (39,588) |
Accounts payable | (1,963) | 22,777 |
Income taxes | 8,930 | (856) |
Accrued compensation and benefits | (9,642) | (10,436) |
Other operating net assets (liabilities) | (44,816) | 14,584 |
Net cash provided by operating activities | 56,260 | 88,206 |
Cash Flows from Investing Activities | ||
Additions to property, plant & equipment | (80,288) | (74,368) |
Purchases of businesses, net of cash acquired | (1,036,609) | (54,229) |
Purchases of equity investments | (4,480) | |
Other investing activities | (1,102) | 116 |
Net cash used in investing activities | (1,117,999) | (132,961) |
Cash Flows from Financing Activities | ||
Proceeds from borrowings of Revolving Credit Facility | 160,000 | |
Proceeds from borrowings under prior Credit Facility | 10,000 | 120,000 |
Payments on Finisar Notes | (560,112) | |
Payments on borrowings under prior Term Loan, Credit Facility and other loans | (176,596) | (85,000) |
Payments on borrowings under Revolving Credit Facility | (66,000) | |
Debt issuance costs | (63,510) | |
Proceeds from exercises of stock options | 3,077 | 6,222 |
Payments on earnout arrangements | (3,540) | |
Common stock repurchase | (1,626) | |
Payments in satisfaction of employees' minimum tax obligations | (15,031) | (6,350) |
Other financing activities | (1,839) | |
Net cash provided by financing activities | 1,232,050 | 31,332 |
Effect of exchange rate changes on cash and cash equivalents | 1,657 | (3,359) |
Net increase (decrease) in cash and cash equivalents | 171,968 | (16,782) |
Cash and Cash Equivalents at Beginning of Period | 204,872 | 247,038 |
Cash and Cash Equivalents at End of Period | 376,840 | 230,256 |
Cash paid for interest | 24,745 | 4,293 |
Cash paid for income taxes | 25,087 | 14,527 |
Additions to property, plant & equipment included in accounts payable | 12,502 | $ 10,347 |
Term A Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowings | 1,241,000 | |
Payments on borrowings | (15,513) | |
Term B Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowings | 720,000 | |
Payments on borrowings | $ (1,800) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock |
Beginning Balance at Jun. 30, 2018 | $ 1,024,311 | $ 351,761 | $ (3,780) | $ 836,064 | $ (159,734) |
Beginning Balance, shares at Jun. 30, 2018 | 75,693 | (12,396) | |||
Share-based and deferred compensation activities | 9,149 | $ 15,434 | $ (6,285) | ||
Share-based and deferred compensation activities (in shares) | 431 | (142) | |||
Net earnings (loss) | 54,851 | 54,851 | |||
Foreign currency translation adjustments | (15,105) | (15,105) | |||
Pension adjustment, net of taxes | (33) | (33) | |||
Ending Balance at Dec. 31, 2018 | 1,073,173 | $ 367,195 | (18,918) | 890,915 | $ (166,019) |
Ending Balance, shares at Dec. 31, 2018 | 76,124 | (12,538) | |||
Beginning Balance at Sep. 30, 2018 | 1,043,588 | $ 360,276 | (14,379) | 862,213 | $ (164,522) |
Beginning Balance, shares at Sep. 30, 2018 | 76,075 | (12,497) | |||
Share-based and deferred compensation activities | 5,422 | $ 6,919 | $ (1,497) | ||
Share-based and deferred compensation activities (in shares) | 49 | (41) | |||
Net earnings (loss) | 28,702 | 28,702 | |||
Foreign currency translation adjustments | (4,454) | (4,454) | |||
Pension adjustment, net of taxes | (85) | (85) | |||
Ending Balance at Dec. 31, 2018 | 1,073,173 | $ 367,195 | (18,918) | 890,915 | $ (166,019) |
Ending Balance, shares at Dec. 31, 2018 | 76,124 | (12,538) | |||
Beginning Balance at Jun. 30, 2019 | 1,133,209 | $ 382,423 | (24,221) | 943,581 | $ (168,574) |
Beginning Balance, shares at Jun. 30, 2019 | 76,315 | (12,604) | |||
Share-based and deferred compensation activities | 55,604 | $ 71,050 | $ (15,446) | ||
Share-based and deferred compensation activities (in shares) | 1,015 | (426) | |||
Common stock repurchase | (1,625) | $ (1,625) | |||
Common stock repurchase (in shares) | (50) | ||||
Shares issued related to Finisar acquisition | 987,707 | $ 987,707 | |||
Shares issued related to Finisar acquisition (in shares) | 26,713 | ||||
Net earnings (loss) | (124,211) | (124,211) | |||
Foreign currency translation adjustments | 11,571 | 11,571 | |||
Change in fair value of interest rate swap, net of taxes | 3,609 | 3,609 | |||
Pension adjustment, net of taxes | (167) | (167) | |||
Ending Balance at Dec. 31, 2019 | 2,065,697 | $ 1,441,180 | (9,208) | 819,370 | $ (185,645) |
Ending Balance, shares at Dec. 31, 2019 | 104,043 | (13,080) | |||
Beginning Balance at Sep. 30, 2019 | 2,131,194 | $ 1,429,173 | (37,156) | 917,583 | $ (178,406) |
Beginning Balance, shares at Sep. 30, 2019 | 103,736 | (12,855) | |||
Share-based and deferred compensation activities | 6,393 | $ 12,007 | $ (5,614) | ||
Share-based and deferred compensation activities (in shares) | 307 | (175) | |||
Common stock repurchase | (1,625) | $ (1,625) | |||
Common stock repurchase (in shares) | (50) | ||||
Net earnings (loss) | (98,213) | (98,213) | |||
Foreign currency translation adjustments | 24,590 | 24,590 | |||
Change in fair value of interest rate swap, net of taxes | 3,609 | 3,609 | |||
Pension adjustment, net of taxes | (251) | (251) | |||
Ending Balance at Dec. 31, 2019 | $ 2,065,697 | $ 1,441,180 | $ (9,208) | $ 819,370 | $ (185,645) |
Ending Balance, shares at Dec. 31, 2019 | 104,043 | (13,080) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||
Pension adjustment tax | $ (92) | $ (24) | $ (69) | $ (9) |
Change in fair value of interest rate swap, net of taxes | $ 989 | $ 989 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The condensed consolidated financial statements of II-VI Incorporated (“II-VI”, the “Company”, “we”, “us” or “our”) for the three and six months ended December 31, 2019 and 2018 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 16, 2019. The consolidated results of operations for the three and six months ended December 31, 2019 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, 2019 was derived from the Company’s audited consolidated financial statements. Effective July 1, 2019, the Company has realigned its organizational structure into two reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Compound Semiconductors and (ii) Photonic Solutions. On September 24, 2019, the Company completed the acquisition of Finisar Corporation (“Finisar”). The Company’s condensed consolidated financial statements include the operating results of Finisar from the date of acquisition. Refer to Note 3 for further discussion of the acquisition. |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 6 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recently Issued Financial Accounting Standards | Note 2. Recently Issued Financial Accounting Standards Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). This ASU modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted this standard on July 1, 2019. The Company has elected to utilize the optional transition method. See Note 5. Derivatives and Hedging In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which more closely aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The Company adopted this standard on July 1, 2019. The adoption of this standard did not have a material effect on the consolidated financial statements. Pronouncements Currently Under Evaluation In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which among other things, requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company is in the process of evaluating the impact of the pronouncement. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”), which permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate eligible for hedge accounting purposes. For public business entities that already have adopted the amendments in ASU 2017-12, the amendments in ASU 2018-16 are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period upon issuance of this update if an entity already has adopted ASU 2017-12. The Company is in the process of evaluating the impact of the pronouncement. |
Finisar Acquisition
Finisar Acquisition | 6 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Finisar Acquisition | Note 3. Finisar Acquisition On September 24, 2019 (the “Closing Date”), the Company completed its acquisition of Finisar, a global technology leader for subsystems and components for fiber optic communications. Pursuant to the terms of the Agreement and Plan of Merger, dated as of November 8, 2018 (the “Merger Agreement”), Mutation Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), merged with and into Finisar (the “Merger”), with Finisar surviving the Merger. Each issued and outstanding share of Finisar’s common stock was automatically cancelled and converted into the right to receive the following consideration (collectively the “Merger Consideration”), at the election of the holder of the share of Finisar’s common stock: • $26.00 in cash, without interest (the “Cash Consideration”), • 0.5546 • a combination of $15.60 in cash, without interest, and 0.2218 of a share of the Company’s common stock (the “Mixed Consideration”). The per share Cash Consideration and Stock Consideration were subject to adjustment pursuant to the terms of the Merger Agreement such that the aggregate Merger Consideration consisted of approximately 60.0% cash and approximately 40.0% shares of the Company’s common stock (assuming a per share price of the Company’s common stock equal to the closing price as of November 8, 2018, which was $46.88 per share) across all shares of Finisar’s common stock (the “Proration Adjustment”). Following the Proration Adjustment, the resulting consideration for Cash Consideration was adjusted to $15.94 in cash and 0.2146 shares of the Company’s Common Stock. No adjustment was made to the Stock Consideration and Mixed Consideration. The preliminary total fair value of consideration paid in connection with the acquisition of Finisar consisted of the following (in $000): Shares Per Share Total Consideration Cash paid for outstanding shares of Finisar common stock $ 1,879,086 II-VI common shares issued to Finisar stockholders 26,712,822 $ 36.98 987,707 Replacement equity awards attributable to pre-combination service 41,710 $ 2,908,503 The Company recorded $8.0 million and $40.2 million of acquisition related costs in the three and six months ended December 31, 2019, 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). On the Closing Date, the Company entered into an Amended and Restated Credit Agreement, dated as of September 24, 2019 (the “New Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lender parties thereto. Refer to Note 10 for additional information on the new credit facility. From the Closing Date, Finisar contributed $306.6 million and $328.7 million of our consolidated revenue for the three and six months ended December 31, 2019, respectively. Including severance related costs, Finisar’s contribution to our net loss was a loss of $7.3 million and $22.7 million during the three and six months ended December 31, 2019, respectively. The Company allocated the fair value of the purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, generally based on estimated fair values. The excess 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. Our preliminary allocation of the purchase price of Finisar, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000): Purchase Price Allocation (Preliminary) Cash and cash equivalents $ 842,477 Current assets 260,864 Inventories 439,708 Property, plant & equipment 748,858 Intangible assets 828,630 Other assets 82,929 Deferred tax assets 12,267 Accounts payable (123,707 ) Other accrued liabilities (163,109 ) Deferred tax liabilities (219,544 ) Debt (575,000 ) Goodwill 774,130 Total Purchase Price $ 2,908,503 The purchase price allocation set forth herein is preliminary and will be revised as additional information becomes available during the measurement period, which could be up to 12 months from the Closing Date. Any such revisions or changes may be material. The Company utilized market available benchmarking analysis to perform the preliminary allocation above. As of December 31, 2019, the goodwill and intangibles have been allocated to the Photonic Solutions and Compound Semiconductors segments. The preliminary goodwill of $774.1 million arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining II-VI and Finisar. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. See Note 9 for additional information on goodwill and intangibles. 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 following supplemental pro forma information presents the combined results of operations for the three and six months ended December 31, 2018 and 2019, as if Finisar had been acquired as of July 1, 2018. 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, and interest expense and amortization of debt issuance costs related to the New Senior Credit Facilities as defined in Note 10. The unaudited supplemental pro forma financial information for the period presented is as follows (in $000): Three Months Six Months Three Months Six Months Ended December Ended December Ended December Ended December 31, 2019 31, 2019 31, 2018 31, 2018 Revenue $ 666,331 $ 1,274,487 $ 672,403 $ 1,300,266 Net Earnings (Loss) (29,318 ) (30,956 ) (16,633 ) (147,820 ) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Dec. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | Note 4 . Revenue from Contracts with Customers The following tables summarize disaggregated revenue by revenue market, and product for the three and six months ended December 31, 2019 and 2018 ($000): Three Months Ended December 31, 2019 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial ` Direct Ship Parts $ 157,848 $ 459,253 $ - $ 617,101 Services 3,297 1,140 - 4,437 U.S. Government Direct Ship Parts 40,165 - - 40,165 Services 4,628 - - 4,628 Total Revenues $ 205,938 $ 460,393 $ - $ 666,331 Three Months Ended December 31, 2018 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial ` Direct Ship Parts $ 140,698 $ 157,965 $ - $ 298,663 Services 2,889 1,729 - 4,618 U.S. Government Direct Ship Parts 33,507 - - 33,507 Services 6,051 - - 6,051 Total Revenues $ 183,145 $ 159,694 $ - $ 342,839 Six Months Ended December 31, 2019 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial Direct Ship Parts $ 288,036 $ 599,598 $ 22,051 $ 909,685 Services 8,989 2,151 - 11,140 U.S. Government Direct Ship Parts 77,247 - - 77,247 Services 8,668 - - 8,668 Total Revenues $ 382,940 $ 601,749 $ 22,051 $ 1,006,740 Six Months Ended December 31, 2018 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial Direct Ship Parts $ 285,565 $ 291,330 $ - $ 576,895 Services 6,884 3,520 - 10,404 U.S. Government Direct Ship Parts 60,687 - - 60,687 Services 9,286 - - 9,286 Total Revenues $ 362,422 $ 294,850 $ - $ 657,272 Contract Liabilities Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities relate to billings in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligation has been performed. During the three and six months ended December 31, 2019, the Company recognized revenue of $21.2 million and $50.2 million, respectively, related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of July 1, 2019. The Company had $37.7 million and $19.4 million of contract liabilities recorded in the Condensed Consolidated Balance Sheets as of December 31, 2019 and June 30, 2019, respectively. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Note 5 . Leases On July 1, 2019, the Company adopted Topic 842, Leases, using the modified retrospective transition approach. The reported results for the three and six months ended December 31, 2019 reflect the application of Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840. The Company elected the practical expedient package permitted under the transition approach. As such, the Company did not reassess whether any expired or existing contracts are or contain leases, did not reassess historical lease classification, and did not reassess initial direct costs for any leases that existed prior to July 1, 2019. As of the date of adoption, the Company recognized operating lease assets and liabilities of approximately $80.1 million on the Condensed Consolidated Balance Sheet. In addition, we acquired approximately $45 million and $48 million of operating lease assets and liabilities, respectively, through the acquisition of Finisar, which remains preliminary as discussed in Note 3. All existing leases that were classified as capital leases under Topic 840 are classified as finance leases under Topic 842. As of the date of adoption, the Company recognized finance lease assets of $25 million in property, plant and equipment, net, with corresponding finance lease liabilities of $24 million on the Condensed Consolidated Balance Sheet. We determine if an arrangement is a lease at inception and classify it as either finance or operating. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases are recorded in property, plant and equipment, net, and finance lease liabilities within other current and other non-current liabilities on our Condensed Consolidated Balance Sheet. 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 Sheet. 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, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our lease 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 we 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 short-term leases, lease term, and discount rates ($000): Three Months Six Months Ended Ended December 31, 2019 December 31, 2019 Finance Lease Cost Amortization of right-of-use Assets $ 417 $ 833 Interest on Lease Liabilities 334 671 Total Finance Lease Cost 751 1,505 Operating Lease Cost 11,073 17,180 Total Lease Cost $ 11,824 $ 18,685 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating Cash Flows from Finance Leases 334 671 Operating Cash Flows from Operating Leases 10,731 16,671 Financing Cash Flows from Finance Leases 247 490 Weighted-Average Remaining Lease Term (in Years) Finance Leases 12.0 Operating Leases 6.2 Weighted-Average Discount Rate Finance Leases 5.6 % Operating Leases 6.0 % The following table presents future minimum lease payments, which include short-term leases ($000): Payments Due By Period Less Than 1-3 3-5 Total 1 Year Years Years Thereafter Operating leases $ 159,620 $ 35,107 $ 49,305 $ 29,818 $ 45,390 Less interest 37,028 Operating lease liability $ 122,592 Finance leases $ 33,393 $ 2,387 $ 4,972 $ 5,249 $ 20,785 Less interest 9,409 Finance lease liability $ 23,984 |
Other Investments
Other Investments | 6 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Other Investments | Note 6 . Other Investments The Company holds a 93.8% equity investment in a privately-held company (“Equity Investment”), which it acquired for $51.7 million. The Company’s pro-rata share of earnings/(loss) from this investment for the three and six months ended December 31, 2019 was insignificant. The Company’s pro rata share of earnings from this investment for the three and six months ended December 31, 2018 was $0.9 million and $2.0 million, and was recorded in other expense (income), net in the Condensed Consolidated Statement of Earnings (Loss). This investment is accounted for under the equity method of accounting. The following table summarizes the Company's equity in this nonconsolidated investment: Interest Ownership % as of Equity as of Location Type December 31, 2019 December 31, 2019 ($000) USA Equity Investment 93.8% $ 57,658 The Equity Investment has been determined to be a variable interest entity because the Company has an overall 93.8% economic position in the investee, comprising a significant portion of its capitalization, but has only a 25% voting interest. The Company’s right to receive rewards and obligation to absorb expected losses is disproportionate to its voting interest. The Company is not the primary beneficiary because it does not have the power to direct the activities of the equity investment that most significantly impacts its economic performance. Certain business decisions, including decisions with respect to operating budgets, material capital expenditures, indebtedness, significant acquisitions or dispositions, and strategic decisions, require the approval of owners holding a majority percentage in the Equity Investment. The Company accounts for its interest as an equity method investment as the Company has the ability to exercise significant influence over operating and financial policies of the Equity Investment. As of December 31, 2019 and June 30, 2019, the Company’s maximum financial statement exposure related to this Equity Investment was approximately $57.7 million and $57.6 million, respectively, which is included in Investments on the Condensed Consolidated Balance Sheets. The Company has the right to purchase all of the outstanding interest of each of the minority equity holders, and the minority equity holders have the right to cause the Company to purchase all of their outstanding interests, at any time on or after the third anniversary of the investment, or earlier upon certain events. |
Inventories
Inventories | 6 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7 . Inventories The components of inventories were as follows ($000): December 31, June 30, 2019 2019 Raw materials $ 208,364 $ 119,917 Work in progress 307,303 101,091 Finished goods 147,315 75,274 $ 662,982 $ 296,282 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8 . Property, Plant and Equipment Property, plant and equipment consists of the following ($000): December 31, June 30, 2019 2019 Land and improvements $ 17,552 $ 9,001 Buildings and improvements 310,398 249,238 Machinery and equipment 1,411,511 739,330 Construction in progress 136,514 71,425 Finance lease right-of-use asset 25,000 - 1,900,975 1,068,994 Less accumulated depreciation (553,828 ) (486,204 ) $ 1,347,147 $ 582,790 Included in the table above is a building acquired under a finance lease. As of December 31, 2019 and June 30, 2019, the accumulated depreciation of the finance lease right-of-use asset was $5.0 million and $4.2 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9 . Goodwill and Other Intangible Assets Effective July 1, 2019, the Company realigned its organizational structure into two reporting segments for the purpose of making operational decisions and assessing financial performance: (i) Compound Semiconductors and (ii) Photonic Solutions. All applicable information has been restated to reflect this change. Changes in the carrying amount of goodwill were as follows ($000): Six Months Ended December 31, 2019 Compound Photonic Semiconductors Solutions Total Balance-beginning of period $ 185,721 $ 134,057 $ 319,778 Goodwill acquired 61,085 713,045 774,130 Foreign currency translation 2,482 301 2,783 Balance-end of period $ 249,288 $ 847,403 $ 1,096,691 The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of December 31, 2019 and June 30, 2019 were as follows ($000): December 31, 2019 June 30, 2019 Gross Net Gross Net Carrying Accumulated Book Carrying Accumulated Book Amount Amortization Value Amount Amortization Value Technology and Patents $ 92,513 $ (43,397 ) $ 49,116 $ 91,637 $ (39,679 ) $ 51,958 Trade Names 15,714 (1,667 ) 14,047 15,759 (1,601 ) 14,158 Customer Lists 133,656 (64,355 ) 69,301 132,872 (59,664 ) 73,208 Other 830,199 (32,890 ) 797,309 1,572 (1,572 ) - Total $ 1,072,082 $ (142,309 ) $ 929,773 $ 241,840 $ (102,516 ) $ 139,324 Other intangible assets primarily include $828.6 million related to the preliminary purchase price allocation of Finisar. This includes preliminary amounts for technology of $615.8 million, customer lists of $125.4 million, in process research and development of $76.0 million, and trade names of $11.4 million. These items will be included in other intangible assets until the purchase price allocation is finalized. As a result of the July 1, 2019 segment realignment, the Company reviewed the recoverability of the carrying value of goodwill at its reporting units. The Company performed a quantitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. The Company did not record any impairment of goodwill or long-lived assets, as the quantitative assessment did not indicate deterioration in the fair value of its reporting units. |
Debt
Debt | 6 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 . Debt The components of debt for the periods indicated were as follows ($000): December 31, June 30, 2019 2019 Term A Facility, interest at LIBOR, as defined, plus 2.00% $ 1,225,488 $ - Revolving Credit Facility, interest at LIBOR, as defined, plus 2.00% 94,000 - Debt issuance costs, Term A Facility and Revolving Credit Facility (35,592 ) - Term B Facility, interest at LIBOR, as defined, plus 3.50% 718,200 - Debt issuance costs, Term B Facility (27,214 ) - 0.50% convertible senior notes, assumed in the Finisar acquisition 14,888 - 0.25% convertible senior notes 345,000 345,000 0.25% convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount (37,313 ) (43,859 ) Term loan, interest at LIBOR, as defined, plus 1.75% - 45,000 Line of credit, interest at LIBOR, as defined, plus 1.75% - 115,000 Credit facility unamortized debt issuance costs - (761 ) Yen denominated line of credit, interest at LIBOR, as defined, plus 1.75% - 2,783 Note payable assumed in IPI acquisition - 3,834 Total debt 2,297,457 466,997 Current portion of long-term debt (69,250 ) (23,834 ) Long-term debt, less current portion $ 2,228,207 $ 443,163 New Senior Credit Facilities On September 24, 2019, in connection with the Finisar acquisition, the Company entered the New 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 New Credit Agreement provides for senior secured financing of $2.425 billion in the aggregate, consisting of (i) Aggregate principal amount of $1.255 billion for a five-year (ii) Aggregate principal amount of $720 million for a seven-year (iii) Aggregate principal amount of $450 million for a five-year The New Credit Agreement also provides for a letter of credit sub-facility not to exceed $25.0 million and a swing loan sub-facility initially not to exceed $20.0 million. The Company is obligated to repay the outstanding principal amount of the Term A Facility in quarterly installments equal to 1.25% of the initial aggregate principal amount of the Term A Facility, with the remaining outstanding balance due and payable on the fifth anniversary of the Closing Date. Similarly, the Company is obligated to repay the outstanding principal amount of the Term B Facility in quarterly installments equal to 0.25% of the initial aggregate principal amount of the Term B Facility, with the remaining outstanding balance due and payable on the seventh anniversary of the Closing Date. The Company is obligated to repay the aggregate principal amount of all outstanding revolving loans made under the Revolving Credit Facility on the fifth anniversary of the Closing Date. The Company’s obligations under the New Senior Credit Facilities are guaranteed by each of the Company’s existing or future direct and indirect domestic subsidiaries, including Finisar and its domestic subsidiaries (collectively, the “Guarantors”). Borrowings under the New Senior Credit Facilities are collateralized by a first priority lien in substantially all of the assets of the Company and the Guarantors, except that no real property is collateral under the New Senior Credit Facilities. All amounts outstanding under the New Senior Credit Facilities will become due and payable 120 days prior to the maturity of the Company’s currently outstanding 0.25% Convertible Senior Notes due 2022 (the “II-VI Notes”) if (i) the II-VI Notes remain outstanding, and (ii) the Company has insufficient cash and borrowing availability to repay the principal amount of the II-VI Notes. The Company voluntarily may prepay, at any time or from time to time, any amounts outstanding under the New Senior Credit Facilities in whole or in part without premium or penalty ; except for the Term B Facility, pursuant to which in the event of (a) a repayment made before September 24, 2020, (b) the occurrence of a repricing event, or (c) a change to the lenders, the Company will be subject to a prepayment premium in an amount equal to one percent of: (i) the principal amount of the Term B Facility that is prepaid under an optional or mandatory prepayment due to a repricing event, (ii) the aggregate outstanding principal amount of the Term B Facility resulting from an amendment to the New Credit Agreement, and (iii) the principal amount of the Term B Facility that is mandatorily assigned . The Company may be subject to mandatory prepayment of amounts outstanding under the New Senior Credit Facilities under certain circumstances, including in connection with certain asset sales or other dispositions of property and debt issuances. The Company also may be required to prepay amounts under the Term B Facility based on the Company’s excess cash flow (as calculated in accordance with the terms of the New Credit Agreement) for the Company’s prior fiscal year beginning with its fiscal year ending June 30, 2020 and the Company’s consolidated secured net leverage ratio (as calculated in accordance with the terms of the New Credit Agreement) as of the end of such fiscal year. Amounts outstanding under the New Senior Credit Facilities will bear interest at a rate per annum equal to an applicable margin over a eurocurrency rate or an applicable margin over a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) Bank of America, N.A.’s prime rate and (c) a eurocurrency rate plus 1.00%, in each case as calculated in accordance with the terms of the New Credit Agreement. The applicable interest rate would increase under certain circumstances relating to events of default. The Company has entered into an interest rate swap contract to hedge its exposure to interest rate risk on its variable rate borrowings under the New Senior Credit Facilities. Refer to Note 15 for further information regarding this interest rate swap. The New Credit Agreement contains customary affirmative and negative covenants with respect to the New Senior Credit Facilities, including limitations with respect to liens, investments, indebtedness, dividends, mergers and acquisitions, dispositions of assets and transactions with affiliates. The Company will be obligated to maintain a consolidated interest coverage ratio (as calculated in accordance with the terms of the new Credit Agreement) as of the end of each fiscal quarter of not less than 3.00:1.00. The Company will be obligated to maintain a consolidated total net leverage ratio (as calculated in accordance with the terms of the New Credit Agreement) of not greater than (i) 5.00 to 1.00 for the first four fiscal quarters after the Closing Date, commencing with the first full fiscal quarter after the Closing Date, (ii) 4.50 to 1.00 for the fifth fiscal quarter through and including the eighth fiscal quarter after the Closing Date, and (iii) 4.00 to 1.00 for each subsequent fiscal quarter. As of December 31, 2019, the Company was in compliance with all financial covenants under the New Credit Agreement. The Company incurred $69.8 million of debt issuance costs in connection with the New Senior Credit Facilities. The Company evaluated these costs to determine appropriate recognition of expense under ASC 470, to account for debt modification and extinguishment. As a result of the Company’s assessment, $65.8 million have been capitalized in the Condensed Consolidated Balance Sheet. Debt extinguishment costs of $4.0 million were expensed in other expense (income), net in the Condensed Consolidated Statement of Earnings (Loss) during the six months ended December 31, 2019. The Company expensed $2.9 million 0.50% Finisar Convertible Notes Finisar’s outstanding 0.50% Convertible Senior Notes due 2036 (the “Finisar Notes”) may be redeemed at any time on or after December 22, 2021 in whole or in part at the option of the Company at a redemption price equal to one hundred percent (100%) of the principal amount of such Finisar Notes plus accrued and unpaid interest. Each holder of Finisar Notes also may require Finisar to repurchase all or any portion of such holder’s outstanding Finisar Notes for cash on December 15, 2021, December 15, 2026 and December 15, 2031 at a repurchase price equal to one hundred percent (100%) of the principal amount of such Finisar Notes plus accrued and unpaid interest. The Finisar Notes will mature on December 15, 2036. Interest on the Finisar Notes accrues at 0.50% per annum, paid semi-annually, in arrears, on June 15 and December 15 of each year. In connection with the acquisition of Finisar, the Company, Finisar and the trustee entered into a First Supplemental Indenture, dated as of September 24, 2019 (the “First Supplemental Indenture”). The First Supplemental Indenture supplements the base indenture (as supplemented, the “Finisar Indenture”), which governs the Finisar Notes. Pursuant to the terms of the First Supplemental Indenture, the Company has fully and unconditionally guaranteed, on a senior unsecured basis, the due and punctual payment and performance of all obligations of Finisar to the holders of the Finisar Notes. The First Supplemental Indenture also provides that the right of holders of Finisar Notes to convert Finisar Notes into cash and/or shares of Finisar’s common stock, is changed to a right to convert Finisar Notes into cash and/or shares of the Company’s common stock, subject to the terms of the Finisar Indenture . Under the terms of the Finisar Indenture, the consummation and effectiveness of the Merger on the Closing Date constituted a Fundamental Change (as defined in the Finisar Indenture) and a Make-Whole Fundamental Change (as defined in the Finisar Indenture). Accordingly, in accordance with the terms of the Finisar Indenture, each holder of Finisar Notes had the right to (i) convert its Finisar Notes into cash and/or shares of Company Common Stock, at Finisar’s option, or (ii) require that Finisar repurchase such holder’s Finisar Notes for an amount in cash equal to one hundred percent (100%) of the principal amount of such Finisar Notes plus accrued and unpaid interest. Holders of approximately $560.1 million in aggregate principal amount of Finisar Notes exercised the repurchase right. The Company repurchased those Finisar Notes on October 23, 2019 for an aggregate consideration of approximately $561.1 million in cash, including accrued interest. No holders of Finisar Notes exercised the related conversion right. The Company borrowed $561.0 million under a delayed draw on its Term Loan A to fund the payment to the holders of Finisar Notes that exercised the repurchase right. As of December 31, 2019, approximately $14.9 million in aggregate principal amount of Finisar Notes remain outstanding. 0.25% Convertible Senior Notes In August 2017, the Company issued and sold $345 million aggregate principal amount of the II-VI Notes in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended. As a result of our cash conversion option, the Company separately accounted for the value of the embedded conversion option as a debt discount. The value of the embedded conversion option was determined based on the estimated fair value of the debt without the conversion feature, which was determined using an expected present value technique (income approach) to estimate the fair value of similar nonconvertible debt; the debt discount is being amortized as additional non-cash interest expense over the term of the II-VI Notes using the effective interest method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The initial conversion rate is 21.25 shares of common stock per $1,000 principal amount of II-VI Notes, which is equivalent to an initial conversion price of $47.06 per share of common stock. Throughout the term of the II-VI Notes, the conversion rate may be adjusted upon the occurrence of certain events. The if-converted value of the II-VI Notes amounted to $246.8 million as of December 31, 2019 and $268.0 million as of June 30, 2019 (based on the Company’s closing stock price on the last trading day of the fiscal periods then ended). As of December 31, 2019, the II-VI Notes are not yet convertible based upon the II-VI Notes’ conversion features. Holders of the II-VI Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a II-VI Note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. The following tables set forth total interest expense recognized related to the II-VI Notes for the three and six months ended December 31, 2019 and 2018: Three Months Ended December 31, 2019 Six Months Ended December 31, 2019 0.25% contractual coupon $ 221 $ 441 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,291 6,546 Interest expense $ 3,512 $ 6,987 Three Months Ended December 31, 2018 Six Months Ended December 31, 2018 0.25% contractual coupon $ 221 $ 441 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,145 6,255 Interest expense $ 3,366 $ 6,696 The effective interest rate on the liability component for both periods presented was 4.5%. The unamortized discount amounted to $32.6 million as of December 31, 2019 and $38.3 million as of June 30, 2019 and is being amortized over three years. Aggregate Availability The Company had aggregate availability of $356.0 million under its line of credit as of December 31, 2019. Weighted Average Interest Rate The weighted average interest rate of total borrowings was 3.8% and 1.7% for the six months ended December 31, 2019 and 2018, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 1 1 . Income Taxes The Company’s year-to-date effective income tax rate at December 31, 2019 was an income tax benefit of 10.0% compared to an income tax expense of 18.2% for the same period in fiscal 2018. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were primarily due to the impact of the U.S. enacted tax legislation partially offset by research and development incentives in certain 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 December 31, 2019 and June 30, 2019, the Company’s gross unrecognized income tax benefit, excluding interest and penalties, was $74.0 million and $11.5 million, respectively. In conjunction with the acquisition of Finisar, the Company assumed $64.0 million of uncertain tax positions. The Company has classified the uncertain tax positions as noncurrent income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, $70.3 million of the gross unrecognized tax benefits at December 31, 2019 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 $15.6 million and $1.2 million, at December 31, 2019 and June 30, 2019, respectively. Fiscal years 2017 to 2020 remain open to examination by the U.S. Internal Revenue Service, fiscal years 2015 to 2020 remain open to examination by certain state jurisdictions, and fiscal years 2009 to 2020 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in Florida for the years 2016 through 2018; Philippines for the year 2017; Germany for the years 2012 through 2015; Vietnam for the years 2018 through 2019; Australia for the years 2011 through 2014; and India for the year 2016. The Company believes its income tax reserves for these tax matters are adequate. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 1 2 . Earnings Per Share The following table sets forth the computation of earnings per share for the periods indicated. Basic net income per share has been computed using the weighted average number of shares of Common Stock outstanding during the period. Diluted net income per share has been computed using the weighted average number of common shares outstanding during the period plus dilutive potential shares of Common Stock from (1) stock options, performance and restricted shares (under the treasury stock method) and (2) convertible debt (under the If Converted method) outstanding during the period. The Company’s convertible debt calculated under the if-converted method was anti-dilutive for the three and six months ended December 31, 2019 and 2018, and was excluded from the calculation of earnings per share (000 except per share data): Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Basic Earnings per Share Net earnings (loss) $ (98,213 ) $ 28,702 $ (124,211 ) $ 54,851 Divided by: Weighted average shares 90,886 63,588 78,428 63,504 Basic earnings (loss) per common share $ (1.08 ) $ 0.45 $ (1.58 ) $ 0.86 Diluted Earnings per Share Net earnings (loss) $ (98,213 ) $ 28,702 $ (124,211 ) $ 54,851 Divided by: Weighted average shares 90,886 63,588 78,428 63,504 Dilutive effect of common stock equivalents - 2,085 - 2,412 Diluted weighted average common shares 90,886 65,673 78,428 65,916 Diluted earnings (loss) per common share $ (1.08 ) $ 0.44 $ (1.58 ) $ 0.83 The following table presents potential shares of Common Stock excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive (000): Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Common stock equivalents 3,392 138 2,714 125 0.25% Convertible Senior Notes due 2022 7,331 7,331 7,331 7,331 0.50% Finisar Convertible Notes 391 - 502 - Total anti-dilutive shares 11,114 7,469 10,547 7,456 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 1 3 . 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. The Company reports its financial results in the following two segments: (i) Compound Semiconductors, and (ii) Photonic Solutions, and the Company’s chief operating decision maker receives and reviews financial information based on these 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. On September 24, 2019, the Company completed its acquisition of Finisar. See Note 3, Finisar Acquisition. Through September 30, 2019, the operating results of the Finisar acquisition are reflected in Unallocated and Other. Finisar results have been included in the Photonic Solutions and Compound Semiconductors segments during the three months ended December 31, 2019. The accounting policies are consistent across each segment. To the extent possible, the Company’s corporate expenses and assets are allocated to the segments. Unallocated and Other includes eliminating inter-segment sales and transfers, the results of Finisar since the acquisition date through September 30, 2019, and transaction costs related to the Finisar transaction. See Note 3 for additional information. The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended December 31, 2019 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 460,393 $ 205,938 $ - $ 666,331 Inter-segment revenues 22,190 66,123 (88,313 ) - Operating loss (60,937 ) (8,835 ) (8,808 ) (78,580 ) Interest expense - - - (28,390 ) Other income (expense), net - - - (487 ) Income taxes - - - 9,242 Net loss - - - (98,213 ) Depreciation and amortization 55,174 26,978 - 82,152 Expenditures for property, plant & equipment 21,313 33,339 - 54,652 Segment assets 3,194,032 2,014,177 - 5,208,209 Goodwill 847,403 249,288 - 1,096,691 Three Months Ended December 31, 2018 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 159,694 $ 183,145 $ - $ 342,839 Inter-segment revenues 2,504 17,538 (20,041 ) - Operating income (loss) 23,087 23,622 (7,103 ) 39,606 Interest expense - - - (5,580 ) Other income, net - - - 701 Income taxes - - - (6,025 ) Net earnings - - - 28,702 Depreciation and amortization 6,462 15,867 - 22,329 Expenditures for property, plant & equipment 11,223 27,246 - 38,468 Six Months Ended December 31, 2019 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 601,749 $ 382,940 $ 22,051 $ 1,006,740 Inter-segment revenues 24,840 80,056 (104,896 ) - Operating income (loss) (47,913 ) 17,686 (66,827 ) (97,054 ) Interest expense - - - (35,358 ) Other income (expense), net - - - (5,566 ) Income taxes - - - 13,766 Net loss - - - (124,211 ) Depreciation and amortization 61,990 43,367 3,743 109,100 Expenditures for property, plant & equipment 30,702 46,822 2,764 80,288 Six Months Ended December 31, 2018 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 294,850 $ 362,422 $ - $ 657,272 Inter-segment revenues 7,726 34,708 (42,434 ) - Operating income (loss) 38,999 44,923 (7,103 ) 76,819 Interest expense - - - (11,164 ) Other income, net - - - 1,414 Income taxes - - - (12,218 ) Net earnings - - - 54,851 Depreciation and amortization 12,661 31,838 - 44,499 Expenditures for property, plant & equipment 23,274 50,113 - 73,386 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 1 4 . Share-Based Compensation The Company’s Board of Directors adopted the II-VI Incorporated 2018 Omnibus Incentive Plan (the “Plan”), which was approved by the Company’s shareholders. The Plan provides for the grant of performance-based cash incentive awards, non-qualified stock options, stock appreciation rights, restricted share awards, restricted share units, deferred share awards, performance share awards and performance share units to employees, officers and directors of the Company. The maximum number of shares of the Company’s Common Stock authorized for issuance under the Plan is limited to 3,550,000 shares of Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Company records share-based compensation expense for these awards in accordance with U.S. GAAP, which requires the recognition of grant-date fair value of share-based compensation in net earnings (loss) and over the requisite service period of the individual grantees, which generally equals the vesting period. The Company accounts for cash-based stock appreciation rights, cash-based restricted share unit awards and cash-based performance share unit awards as liability awards, in accordance with applicable accounting standards. Upon consummation of the acquisition, the Company assumed approximately 6.6 million restricted stock units previously granted by Finisar under the Amended and Restated Finisar Corporation 2005 Stock Incentive Plan (each an “Assumed RSU”). Each Assumed RSU is subject to substantially the same terms and conditions as applied to the Assumed RSU immediately prior to the consummation of the acquisition, except that the number of shares of the Company’s common stock subject to each Assumed RSU has been adjusted in accordance with the terms of the Merger Agreement. Other than the Assumed RSUs, the Company did not assume any other awards outstanding under the Amended and Restated Finisar Corporation 2005 Stock Incentive Plan (the “Finisar 2005 Plan”). As of the Closing Date, the Company also assumed the unused capacity under the Finisar 2005 Plan. Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended Six Months Ended December 31, 2019 2018 2019 2018 Stock Options and Cash-Based Stock Appreciation Rights $ 2,989 $ 454 $ 4,659 $ 2,782 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 12,871 2,007 25,602 4,799 Performance Share Awards and Cash-Based Performance Share Unit Awards 3,400 2,497 5,159 2,714 $ 19,260 $ 4,958 $ 35,420 $ 10,295 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Fair Value of Financial Instruments | Note 15 . 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 notional amount of $1,075 million to limit the exposure to its variable interest rate debt by effectively converting it to a fixed interest rate. The Company receives payments based on the one-month LIBOR and makes payments based on a fixed rate of 1.52%. The Company receives payments with a floor of 0.00%. The interest rate swap agreement has an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap is scheduled to decrease to $825 million in July 2022 and will remain at that amount through the expiration date. The Company designated this instrument as a cash flow hedge and deemed the hedge relationship effective at inception of the contract. The interest rate swap is recognized in the Consolidated Balance Sheet within other assets at fair value. Changes in fair value are recorded within other comprehensive income (loss) on the consolidated balance sheet and reclassified into the Consolidated Statement of Earnings (Loss) as interest expense in the period in which the underlying transaction affects earnings. The fair value of the interest rate swap is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk. The interest rate swap is classified as a Level 2 item within the fair value hierarchy. The Company estimated the fair value of the II-VI Notes and Finisar Notes based on quoted market prices as of the last trading day prior to December 31, 2019; however, the II-VI Notes and Finisar Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the II-VI Notes and Finisar 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 II-VI Notes and Finisar Notes is net of unamortized discount and issuance costs. See Note 10. Debt for details on the Company’s debt facilities. The fair value and carrying value of the II-VI Notes and Finisar Notes were as follows at December 31, 2019 ($000): Fair Value Carrying Value II-VI Notes $ 353,266 $ 307,687 Finisar Notes 13,771 14,888 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, excluding the 0.25% Convertible Notes and the 0.50% Finisar convertible notes are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value. |
Share Repurchase Programs
Share Repurchase Programs | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Share Repurchase Programs | Note 1 6 . Share Repurchase Programs In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its 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. During the three and six months ended December 31, 2019, the Company purchased 50,000 shares of its common stock for $1.6 million under this program. Through December 31, 2019, the Company has cumulatively purchased 1,416,587 shares of its Common Stock pursuant to the Program for approximately $22.3 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 17 . Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the six months ended December 31, 2019 were as follows ($000): Foreign Total Currency Interest Defined Accumulated Translation Rate Benefit Comprehensive Adjustment Swap Pension Plan Income (Loss) AOCI - June 30, 2019 $ (15,627 ) $ - $ (8,594 ) $ (24,221 ) Other comprehensive income before reclassifications 11,571 3,774 (167 ) 15,178 Amounts reclassified from AOCI - (165 ) - (165 ) Net current-period other comprehensive income 11,571 3,609 (167 ) 15,013 AOCI - December 31, 2019 $ (4,056 ) $ 3,609 $ (8,761 ) $ (9,208 ) |
Recently Issued Financial Acc_2
Recently Issued Financial Accounting Standards (Policies) | 6 Months Ended |
Dec. 31, 2019 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recently Issued Financial Accounting Standards | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). This ASU modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted this standard on July 1, 2019. The Company has elected to utilize the optional transition method. See Note 5. Derivatives and Hedging In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”), which more closely aligns an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. The Company adopted this standard on July 1, 2019. The adoption of this standard did not have a material effect on the consolidated financial statements. Pronouncements Currently Under Evaluation In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which among other things, requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company is in the process of evaluating the impact of the pronouncement. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2018-16”), which permits the use of the OIS rate based on SOFR as a U.S. benchmark interest rate eligible for hedge accounting purposes. For public business entities that already have adopted the amendments in ASU 2017-12, the amendments in ASU 2018-16 are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period upon issuance of this update if an entity already has adopted ASU 2017-12. The Company is in the process of evaluating the impact of the pronouncement. |
Finisar Acquisition (Tables)
Finisar Acquisition (Tables) - Finisar Corporation | 6 Months Ended |
Dec. 31, 2019 | |
Preliminary Fair Value of Consideration | The preliminary total fair value of consideration paid in connection with the acquisition of Finisar consisted of the following (in $000): Shares Per Share Total Consideration Cash paid for outstanding shares of Finisar common stock $ 1,879,086 II-VI common shares issued to Finisar stockholders 26,712,822 $ 36.98 987,707 Replacement equity awards attributable to pre-combination service 41,710 $ 2,908,503 |
Preliminary Allocation of Purchase Price Based on Estimated Fair Value of Assets Acquired and Liabilities Assumed | The Company allocated the fair value of the purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, generally based on estimated fair values. The excess 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. Our preliminary allocation of the purchase price of Finisar, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000): Purchase Price Allocation (Preliminary) Cash and cash equivalents $ 842,477 Current assets 260,864 Inventories 439,708 Property, plant & equipment 748,858 Intangible assets 828,630 Other assets 82,929 Deferred tax assets 12,267 Accounts payable (123,707 ) Other accrued liabilities (163,109 ) Deferred tax liabilities (219,544 ) Debt (575,000 ) Goodwill 774,130 Total Purchase Price $ 2,908,503 |
Unaudited Supplemental Pro Forma Financial Information | The unaudited supplemental pro forma financial information for the period presented is as follows (in $000): Three Months Six Months Three Months Six Months Ended December Ended December Ended December Ended December 31, 2019 31, 2019 31, 2018 31, 2018 Revenue $ 666,331 $ 1,274,487 $ 672,403 $ 1,300,266 Net Earnings (Loss) (29,318 ) (30,956 ) (16,633 ) (147,820 ) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Disaggregation Of Revenue [Abstract] | |
Summary of Disaggregated Revenue by Revenue Market and Product | The following tables summarize disaggregated revenue by revenue market, and product for the three and six months ended December 31, 2019 and 2018 ($000): Three Months Ended December 31, 2019 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial ` Direct Ship Parts $ 157,848 $ 459,253 $ - $ 617,101 Services 3,297 1,140 - 4,437 U.S. Government Direct Ship Parts 40,165 - - 40,165 Services 4,628 - - 4,628 Total Revenues $ 205,938 $ 460,393 $ - $ 666,331 Three Months Ended December 31, 2018 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial ` Direct Ship Parts $ 140,698 $ 157,965 $ - $ 298,663 Services 2,889 1,729 - 4,618 U.S. Government Direct Ship Parts 33,507 - - 33,507 Services 6,051 - - 6,051 Total Revenues $ 183,145 $ 159,694 $ - $ 342,839 Six Months Ended December 31, 2019 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial Direct Ship Parts $ 288,036 $ 599,598 $ 22,051 $ 909,685 Services 8,989 2,151 - 11,140 U.S. Government Direct Ship Parts 77,247 - - 77,247 Services 8,668 - - 8,668 Total Revenues $ 382,940 $ 601,749 $ 22,051 $ 1,006,740 Six Months Ended December 31, 2018 Compound Photonic Unallocated Semiconductors Solutions & Other Total Commercial Direct Ship Parts $ 285,565 $ 291,330 $ - $ 576,895 Services 6,884 3,520 - 10,404 U.S. Government Direct Ship Parts 60,687 - - 60,687 Services 9,286 - - 9,286 Total Revenues $ 362,422 $ 294,850 $ - $ 657,272 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Costs, Including Short-Term Leases, Lease Term, and Discount Rates | The following table presents lease costs, which include short-term leases, lease term, and discount rates ($000): Three Months Six Months Ended Ended December 31, 2019 December 31, 2019 Finance Lease Cost Amortization of right-of-use Assets $ 417 $ 833 Interest on Lease Liabilities 334 671 Total Finance Lease Cost 751 1,505 Operating Lease Cost 11,073 17,180 Total Lease Cost $ 11,824 $ 18,685 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating Cash Flows from Finance Leases 334 671 Operating Cash Flows from Operating Leases 10,731 16,671 Financing Cash Flows from Finance Leases 247 490 Weighted-Average Remaining Lease Term (in Years) Finance Leases 12.0 Operating Leases 6.2 Weighted-Average Discount Rate Finance Leases 5.6 % Operating Leases 6.0 % |
Schedule of Future Minimum Lease Payments Including Short Term Leases | The following table presents future minimum lease payments, which include short-term leases ($000): Payments Due By Period Less Than 1-3 3-5 Total 1 Year Years Years Thereafter Operating leases $ 159,620 $ 35,107 $ 49,305 $ 29,818 $ 45,390 Less interest 37,028 Operating lease liability $ 122,592 Finance leases $ 33,393 $ 2,387 $ 4,972 $ 5,249 $ 20,785 Less interest 9,409 Finance lease liability $ 23,984 |
Other Investments (Tables)
Other Investments (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Nonconsolidated Investment | |
Schedule of Equity in Nonconsolidated Investment | The following table summarizes the Company's equity in this nonconsolidated investment: Interest Ownership % as of Equity as of Location Type December 31, 2019 December 31, 2019 ($000) USA Equity Investment 93.8% $ 57,658 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows ($000): December 31, June 30, 2019 2019 Raw materials $ 208,364 $ 119,917 Work in progress 307,303 101,091 Finished goods 147,315 75,274 $ 662,982 $ 296,282 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following ($000): December 31, June 30, 2019 2019 Land and improvements $ 17,552 $ 9,001 Buildings and improvements 310,398 249,238 Machinery and equipment 1,411,511 739,330 Construction in progress 136,514 71,425 Finance lease right-of-use asset 25,000 - 1,900,975 1,068,994 Less accumulated depreciation (553,828 ) (486,204 ) $ 1,347,147 $ 582,790 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows ($000): Six Months Ended December 31, 2019 Compound Photonic Semiconductors Solutions Total Balance-beginning of period $ 185,721 $ 134,057 $ 319,778 Goodwill acquired 61,085 713,045 774,130 Foreign currency translation 2,482 301 2,783 Balance-end of period $ 249,288 $ 847,403 $ 1,096,691 |
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 December 31, 2019 and June 30, 2019 were as follows ($000): December 31, 2019 June 30, 2019 Gross Net Gross Net Carrying Accumulated Book Carrying Accumulated Book Amount Amortization Value Amount Amortization Value Technology and Patents $ 92,513 $ (43,397 ) $ 49,116 $ 91,637 $ (39,679 ) $ 51,958 Trade Names 15,714 (1,667 ) 14,047 15,759 (1,601 ) 14,158 Customer Lists 133,656 (64,355 ) 69,301 132,872 (59,664 ) 73,208 Other 830,199 (32,890 ) 797,309 1,572 (1,572 ) - Total $ 1,072,082 $ (142,309 ) $ 929,773 $ 241,840 $ (102,516 ) $ 139,324 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt for the periods indicated were as follows ($000): December 31, June 30, 2019 2019 Term A Facility, interest at LIBOR, as defined, plus 2.00% $ 1,225,488 $ - Revolving Credit Facility, interest at LIBOR, as defined, plus 2.00% 94,000 - Debt issuance costs, Term A Facility and Revolving Credit Facility (35,592 ) - Term B Facility, interest at LIBOR, as defined, plus 3.50% 718,200 - Debt issuance costs, Term B Facility (27,214 ) - 0.50% convertible senior notes, assumed in the Finisar acquisition 14,888 - 0.25% convertible senior notes 345,000 345,000 0.25% convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount (37,313 ) (43,859 ) Term loan, interest at LIBOR, as defined, plus 1.75% - 45,000 Line of credit, interest at LIBOR, as defined, plus 1.75% - 115,000 Credit facility unamortized debt issuance costs - (761 ) Yen denominated line of credit, interest at LIBOR, as defined, plus 1.75% - 2,783 Note payable assumed in IPI acquisition - 3,834 Total debt 2,297,457 466,997 Current portion of long-term debt (69,250 ) (23,834 ) Long-term debt, less current portion $ 2,228,207 $ 443,163 |
Summary of Total Interest Expense Recognized | The following tables set forth total interest expense recognized related to the II-VI Notes for the three and six months ended December 31, 2019 and 2018: Three Months Ended December 31, 2019 Six Months Ended December 31, 2019 0.25% contractual coupon $ 221 $ 441 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,291 6,546 Interest expense $ 3,512 $ 6,987 Three Months Ended December 31, 2018 Six Months Ended December 31, 2018 0.25% contractual coupon $ 221 $ 441 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,145 6,255 Interest expense $ 3,366 $ 6,696 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The following table sets forth the computation of earnings per share for the periods indicated. Basic net income per share has been computed using the weighted average number of shares of Common Stock outstanding during the period. Diluted net income per share has been computed using the weighted average number of common shares outstanding during the period plus dilutive potential shares of Common Stock from (1) stock options, performance and restricted shares (under the treasury stock method) and (2) convertible debt (under the If Converted method) outstanding during the period. The Company’s convertible debt calculated under the if-converted method was anti-dilutive for the three and six months ended December 31, 2019 and 2018, and was excluded from the calculation of earnings per share (000 except per share data): Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Basic Earnings per Share Net earnings (loss) $ (98,213 ) $ 28,702 $ (124,211 ) $ 54,851 Divided by: Weighted average shares 90,886 63,588 78,428 63,504 Basic earnings (loss) per common share $ (1.08 ) $ 0.45 $ (1.58 ) $ 0.86 Diluted Earnings per Share Net earnings (loss) $ (98,213 ) $ 28,702 $ (124,211 ) $ 54,851 Divided by: Weighted average shares 90,886 63,588 78,428 63,504 Dilutive effect of common stock equivalents - 2,085 - 2,412 Diluted weighted average common shares 90,886 65,673 78,428 65,916 Diluted earnings (loss) per common share $ (1.08 ) $ 0.44 $ (1.58 ) $ 0.83 |
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share | The following table presents potential shares of Common Stock excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive (000): Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Common stock equivalents 3,392 138 2,714 125 0.25% Convertible Senior Notes due 2022 7,331 7,331 7,331 7,331 0.50% Finisar Convertible Notes 391 - 502 - Total anti-dilutive shares 11,114 7,469 10,547 7,456 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
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 December 31, 2019 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 460,393 $ 205,938 $ - $ 666,331 Inter-segment revenues 22,190 66,123 (88,313 ) - Operating loss (60,937 ) (8,835 ) (8,808 ) (78,580 ) Interest expense - - - (28,390 ) Other income (expense), net - - - (487 ) Income taxes - - - 9,242 Net loss - - - (98,213 ) Depreciation and amortization 55,174 26,978 - 82,152 Expenditures for property, plant & equipment 21,313 33,339 - 54,652 Segment assets 3,194,032 2,014,177 - 5,208,209 Goodwill 847,403 249,288 - 1,096,691 Three Months Ended December 31, 2018 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 159,694 $ 183,145 $ - $ 342,839 Inter-segment revenues 2,504 17,538 (20,041 ) - Operating income (loss) 23,087 23,622 (7,103 ) 39,606 Interest expense - - - (5,580 ) Other income, net - - - 701 Income taxes - - - (6,025 ) Net earnings - - - 28,702 Depreciation and amortization 6,462 15,867 - 22,329 Expenditures for property, plant & equipment 11,223 27,246 - 38,468 Six Months Ended December 31, 2019 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 601,749 $ 382,940 $ 22,051 $ 1,006,740 Inter-segment revenues 24,840 80,056 (104,896 ) - Operating income (loss) (47,913 ) 17,686 (66,827 ) (97,054 ) Interest expense - - - (35,358 ) Other income (expense), net - - - (5,566 ) Income taxes - - - 13,766 Net loss - - - (124,211 ) Depreciation and amortization 61,990 43,367 3,743 109,100 Expenditures for property, plant & equipment 30,702 46,822 2,764 80,288 Six Months Ended December 31, 2018 Photonic Compound Unallocated Solutions Semiconductors & Other Total Revenues $ 294,850 $ 362,422 $ - $ 657,272 Inter-segment revenues 7,726 34,708 (42,434 ) - Operating income (loss) 38,999 44,923 (7,103 ) 76,819 Interest expense - - - (11,164 ) Other income, net - - - 1,414 Income taxes - - - (12,218 ) Net earnings - - - 54,851 Depreciation and amortization 12,661 31,838 - 44,499 Expenditures for property, plant & equipment 23,274 50,113 - 73,386 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation Expense by Award Type | Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended Six Months Ended December 31, 2019 2018 2019 2018 Stock Options and Cash-Based Stock Appreciation Rights $ 2,989 $ 454 $ 4,659 $ 2,782 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 12,871 2,007 25,602 4,799 Performance Share Awards and Cash-Based Performance Share Unit Awards 3,400 2,497 5,159 2,714 $ 19,260 $ 4,958 $ 35,420 $ 10,295 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Fair Value and Carrying Value of II-VI Notes and Finisar Notes | The fair value and carrying value of the II-VI Notes and Finisar Notes were as follows at December 31, 2019 ($000): Fair Value Carrying Value II-VI Notes $ 353,266 $ 307,687 Finisar Notes 13,771 14,888 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax | The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the six months ended December 31, 2019 were as follows ($000): Foreign Total Currency Interest Defined Accumulated Translation Rate Benefit Comprehensive Adjustment Swap Pension Plan Income (Loss) AOCI - June 30, 2019 $ (15,627 ) $ - $ (8,594 ) $ (24,221 ) Other comprehensive income before reclassifications 11,571 3,774 (167 ) 15,178 Amounts reclassified from AOCI - (165 ) - (165 ) Net current-period other comprehensive income 11,571 3,609 (167 ) 15,013 AOCI - December 31, 2019 $ (4,056 ) $ 3,609 $ (8,761 ) $ (9,208 ) |
Finisar Acquisition - Additiona
Finisar Acquisition - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 08, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,096,691 | $ 1,096,691 | $ 319,778 | |
Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Percentage of aggregate consideration in cash | 60.00% | |||
Percentage of aggregate consideration in stock | 40.00% | |||
Acquisition related costs | 8,000 | 40,200 | ||
Business acquisition, revenue of acquired entity | 306,600 | 328,700 | ||
Business acquisition, net loss of acquired entity excluding severance related costs | $ (7,300) | $ (22,700) | ||
Goodwill | $ 774,130 | |||
Finisar Corporation | Proration Adjustment | ||||
Business Acquisition [Line Items] | ||||
Common stock price | $ 46.88 | |||
Cash Consideration | Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 26 | |||
Stock Consideration | Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Number of shares to be received | 0.5546 | |||
Stock Consideration | Finisar Corporation | Proration Adjustment | ||||
Business Acquisition [Line Items] | ||||
Number of shares to be received | 0 | |||
Mixed Consideration | Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 15.60 | |||
Number of shares to be received | 0.2218 | |||
Mixed Consideration | Finisar Corporation | Proration Adjustment | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 0 | |||
Number of shares to be received | 0 | |||
Final Cash Consideration | Finisar Corporation | Proration Adjustment | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 15.94 | |||
Number of shares to be received | 0.2146 |
Preliminary Fair Value of Consi
Preliminary Fair Value of Consideration (Detail) - Finisar Corporation $ / shares in Units, $ in Thousands | Nov. 08, 2018USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
II-VI common shares issued to Finisar stockholders, Shares | shares | 26,712,822 |
II-VI common shares issued to Finisar stockholders, Per Share | $ / shares | $ 36.98 |
Cash paid for outstanding shares of Finisar common stock | $ 1,879,086 |
II-VI common shares issued to Finisar stockholders | 987,707 |
Replacement equity awards attributable to pre-combination service | 41,710 |
Total fair value of consideration | $ 2,908,503 |
Preliminary Allocation of Purch
Preliminary Allocation of Purchase Price Based on Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 | Nov. 08, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,096,691 | $ 319,778 | |
Finisar Corporation | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 842,477 | ||
Current assets | 260,864 | ||
Inventories | 439,708 | ||
Property, plant & equipment | 748,858 | ||
Intangible assets | $ 828,600 | 828,630 | |
Other assets | 82,929 | ||
Deferred tax assets | 12,267 | ||
Accounts payable | (123,707) | ||
Other accrued liabilities | (163,109) | ||
Deferred tax liabilities | (219,544) | ||
Debt | (575,000) | ||
Goodwill | 774,130 | ||
Total Purchase Price | $ 2,908,503 |
Unaudited Supplemental Pro Form
Unaudited Supplemental Pro Forma Financial Information (Detail) - Finisar Corporation - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 666,331 | $ 672,403 | $ 1,274,487 | $ 1,300,266 |
Net Earnings (Loss) | $ (29,318) | $ (16,633) | $ (30,956) | $ (147,820) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Disaggregated Revenue by Revenue Market and Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 666,331 | $ 342,839 | $ 1,006,740 | $ 657,272 |
Compound Semiconductors | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 205,938 | 183,145 | 382,940 | 362,422 |
Photonic Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 460,393 | 159,694 | 601,749 | 294,850 |
Unallocated & Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 22,051 | |||
Commercial | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 617,101 | 298,663 | 909,685 | 576,895 |
Commercial | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 4,437 | |||
Commercial | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 4,618 | 11,140 | 10,404 | |
Commercial | Compound Semiconductors | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 157,848 | 140,698 | 288,036 | 285,565 |
Commercial | Compound Semiconductors | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 3,297 | |||
Commercial | Compound Semiconductors | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,889 | 8,989 | 6,884 | |
Commercial | Photonic Solutions | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 459,253 | 157,965 | 599,598 | 291,330 |
Commercial | Photonic Solutions | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 1,140 | |||
Commercial | Photonic Solutions | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 1,729 | 2,151 | 3,520 | |
Commercial | Unallocated & Other | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 22,051 | |||
U.S. Government | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 40,165 | 33,507 | 77,247 | 60,687 |
U.S. Government | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 4,628 | 6,051 | 8,668 | 9,286 |
U.S. Government | Compound Semiconductors | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 40,165 | 33,507 | 77,247 | 60,687 |
U.S. Government | Compound Semiconductors | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 4,628 | $ 6,051 | $ 8,668 | $ 9,286 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | |
Disaggregation Of Revenue [Abstract] | |||
Revenue recognized related to customer payments | $ 21.2 | $ 50.2 | |
Contract liabilities | $ 37.7 | $ 37.7 | $ 19.4 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2019 | Jul. 01, 2019 | |
Schedule Of Lease Assets And Liabilities [Line Items] | ||
Revenue practical expedient | true | |
Revenue practical expedient description | The Company elected the practical expedient package permitted under the transition approach. As such, the Company did not reassess whether any expired or existing contracts are or contain leases, did not reassess historical lease classification, and did not reassess initial direct costs for any leases that existed prior to July 1, 2019. | |
Operating lease assets | $ 80,100 | |
Operating lease liabilities | $ 122,592 | 80,100 |
Finance lease assets | $ 25,000 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | |
Finance lease liabilities | 23,984 | $ 24,000 |
Finisar Corporation | ||
Schedule Of Lease Assets And Liabilities [Line Items] | ||
Operating lease assets | 45,000 | |
Operating lease liabilities | $ 48,000 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs, Including Short-Term Leases, Lease Term, and Discount Rates (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Finance Lease Cost | ||
Amortization of right-of-use Assets | $ 417 | $ 833 |
Interest on Lease Liabilities | 334 | 671 |
Total Finance Lease Cost | 751 | 1,505 |
Operating Lease Cost | 11,073 | 17,180 |
Total Lease Cost | 11,824 | 18,685 |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||
Operating Cash Flows from Finance Leases | 334 | 671 |
Operating Cash Flows from Operating Leases | 10,731 | 16,671 |
Financing Cash Flows from Finance Leases | $ 247 | $ 490 |
Weighted-Average Remaining Lease Term (in Years) | ||
Finance Leases | 12 years | 12 years |
Operating Leases | 6 years 2 months 12 days | 6 years 2 months 12 days |
Weighted-Average Discount Rate | ||
Finance Leases | 5.60% | 5.60% |
Operating Leases | 6.00% | 6.00% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Including Short Term Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 01, 2019 |
Leases [Abstract] | ||
Operating leases, Total | $ 159,620 | |
Operating leases, Less Than 1 Year | 35,107 | |
Operating leases, 1-3 Years | 49,305 | |
Operating leases, 3-5 Years | 29,818 | |
Operating leases, Thereafter | 45,390 | |
Less interest, Total | 37,028 | |
Operating lease liabilities | 122,592 | $ 80,100 |
Finance leases, Total | 33,393 | |
Finance leases, Less Than 1 Year | 2,387 | |
Finance leases, 1-3 Years | 4,972 | |
Finance leases, 3-5 Years | 5,249 | |
Finance leases, Thereafter | 20,785 | |
Less interest, Total | 9,409 | |
Finance lease liabilities | $ 23,984 | $ 24,000 |
Other Investments - Additional
Other Investments - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Schedule Of Equity Method Investments [Line Items] | ||||
Equity interest, percentage | 93.80% | |||
Aggregate cost of equity method investments | $ 51,700 | |||
Pro-rata share of earnings from equity method investment | $ 918 | $ 2,767 | ||
Voting interest | 25.00% | |||
Equity Investment | $ 77,795 | $ 76,208 | ||
Equity Investment | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Equity Investment | $ 57,700 | $ 57,600 | ||
Privately-held Company | ||||
Schedule Of Equity Method Investments [Line Items] | ||||
Pro-rata share of earnings from equity method investment | $ 900 | $ 2,000 |
Schedule of Equity in Nonconsol
Schedule of Equity in Nonconsolidated Investment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Schedule Of Equity Method Investments [Line Items] | ||
Equity Investment, Ownership Percentage | 93.80% | |
Equity Investment | $ 77,795 | $ 76,208 |
Equity Investment | ||
Schedule Of Equity Method Investments [Line Items] | ||
Equity Investment | $ 57,700 | $ 57,600 |
Nonconsolidated Investment | Equity Investment | USA | ||
Schedule Of Equity Method Investments [Line Items] | ||
Equity Investment, Ownership Percentage | 93.80% | |
Equity Investment | $ 57,658 |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 208,364 | $ 119,917 |
Work in progress | 307,303 | 101,091 |
Finished goods | 147,315 | 75,274 |
Inventories, Total | $ 662,982 | $ 296,282 |
Property Plant and Equipment (D
Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 1,900,975 | $ 1,068,994 |
Less accumulated depreciation | (553,828) | (486,204) |
Property, Plant and Equipment, net | 1,347,147 | 582,790 |
Land and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 17,552 | 9,001 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 310,398 | 249,238 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 1,411,511 | 739,330 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 136,514 | $ 71,425 |
Finance Lease Right-of-Use Asset | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 25,000 |
Property Plant and Equipment -
Property Plant and Equipment - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Jun. 30, 2019 |
Property Plant And Equipment [Abstract] | ||
Accumulated depreciation of finance lease right-of-use asset | $ 5 | $ 4.2 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Balance-beginning of period | $ 319,778 |
Goodwill acquired | 774,130 |
Foreign currency translation | 2,783 |
Balance-end of period | 1,096,691 |
Compound Semiconductors | |
Goodwill [Line Items] | |
Balance-beginning of period | 185,721 |
Goodwill acquired | 61,085 |
Foreign currency translation | 2,482 |
Balance-end of period | 249,288 |
Photonic Solutions | |
Goodwill [Line Items] | |
Balance-beginning of period | 134,057 |
Goodwill acquired | 713,045 |
Foreign currency translation | 301 |
Balance-end of period | $ 847,403 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,072,082 | $ 241,840 |
Accumulated Amortization | (142,309) | (102,516) |
Net Book Value | 929,773 | 139,324 |
Technology and Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 92,513 | 91,637 |
Accumulated Amortization | (43,397) | (39,679) |
Net Book Value | 49,116 | 51,958 |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,714 | 15,759 |
Accumulated Amortization | (1,667) | (1,601) |
Net Book Value | 14,047 | 14,158 |
Customer Lists | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 133,656 | 132,872 |
Accumulated Amortization | (64,355) | (59,664) |
Net Book Value | 69,301 | 73,208 |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 830,199 | 1,572 |
Accumulated Amortization | (32,890) | $ (1,572) |
Net Book Value | $ 797,309 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Dec. 31, 2019 | Nov. 08, 2018 | |
Goodwill And Other Intangible Assets [Line Items] | ||
Impairment of goodwill and long-lived assets | $ 0 | |
Finisar Corporation | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | 828,600,000 | $ 828,630,000 |
Finisar Corporation | Technology | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | 615,800,000 | |
Finisar Corporation | Customer Lists | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | 125,400,000 | |
Finisar Corporation | In Progress Research and Development | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | 76,000,000 | |
Finisar Corporation | Trade Names | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | $ 11,400,000 |
Components of Debt (Detail)
Components of Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Line Of Credit Facility [Line Items] | ||
Total debt | $ 2,297,457 | $ 466,997 |
Current portion of long-term debt | (69,250) | (23,834) |
Long-term debt, less current portion | 2,228,207 | 443,163 |
0.25% Convertible Senior Note Due 2022 | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 345,000 | 345,000 |
0.25% convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount | (37,313) | (43,859) |
Integrated Photonics, Inc | Note payable | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 3,834 | |
Finisar Corporation | 0.50% convertible senior notes | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 14,888 | |
Term A Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 1,225,488 | |
Line of credit | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 115,000 | |
Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 94,000 | |
Term Loans | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 45,000 | |
Term A Facility and Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility unamortized debt issuance costs | (35,592) | |
Yen denominated line of credit | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 2,783 | |
Term B Loan Facility | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 718,200 | |
Credit facility unamortized debt issuance costs | $ (27,214) | |
Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility unamortized debt issuance costs | $ (761) |
Components of Debt (Parenthetic
Components of Debt (Parenthetical) (Detail) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
0.25% Convertible Senior Note Due 2022 | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% |
0.50% Convertible Notes | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, interest rate | 0.50% | ||
London Interbank Offered Rate (LIBOR) | Term A Loan | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2.00% | ||
London Interbank Offered Rate (LIBOR) | Revolving Credit Facility | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 2.00% | ||
London Interbank Offered Rate (LIBOR) | Term Loans | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 1.75% | ||
London Interbank Offered Rate (LIBOR) | Term B Loan Facility | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 3.50% | ||
London Interbank Offered Rate (LIBOR) | Line of credit | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 1.75% | ||
London Interbank Offered Rate (LIBOR) | Yen denominated line of credit | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, rate added on variable rate | 1.75% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Sep. 24, 2019USD ($)d | Dec. 31, 2019USD ($)$ / shares | Jun. 30, 2018USD ($) | Oct. 23, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018 | Aug. 31, 2017USD ($) |
Line Of Credit Facility [Line Items] | |||||||
Debt extinguishment costs | $ 3,960,000 | ||||||
Available credit under lines of credit | $ 356,000,000 | ||||||
Weighted average interest rate of total borrowings | 3.80% | 1.70% | |||||
0.25% Convertible Senior Note Due 2022 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% | ||||
Unamortized discount amount | $ 32,600,000 | $ 38,300,000 | |||||
Amortization period | 3 years | ||||||
Debt instrument maturity date | Sep. 1, 2022 | ||||||
Debt instrument conversion, conversion price per share | $ / shares | $ 47.06 | ||||||
Aggregate principal amount | $ 345,000,000 | ||||||
Debt instrument conversion, shares issued per $1,000 principal amount | 21.25 | ||||||
Debt instrument conversion, principal amount of each note converted | $ 1,000 | ||||||
Debt instrument conversion, If-converted value of notes | $ 246,800,000 | $ 268,000,000 | |||||
Effective interest rate | 4.50% | 4.50% | |||||
0.50% Convertible Senior Notes Due 2036 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate | 0.50% | ||||||
Zero Point Five Zero Finisar Convertible Notes | |||||||
Line Of Credit Facility [Line Items] | |||||||
Percentage of obligated to repay the outstanding principal amount | 100.00% | ||||||
Debt instrument, interest rate | 0.50% | 0.50% | |||||
Debt instrument redemption period date | Dec. 22, 2021 | ||||||
Debt instrument maturity date | Dec. 15, 2036 | ||||||
Debt instrument maturity date description | The Finisar Notes will mature on December 15, 2036 | ||||||
Debt instrument payment terms description | Interest on the Finisar Notes accrues at 0.50% per annum, paid semi-annually, in arrears, on June 15 and December 15 of each year. | ||||||
Debt instrument frequency of periodic payment | semi-annually | ||||||
Aggregate principal amount | $ 560,100,000 | ||||||
Debt instrument, repurchase amount | $ 561,100,000 | ||||||
Debt instrument, repurchase date | Oct. 23, 2019 | ||||||
Line of credit, outstanding | $ 14,900,000 | ||||||
Bank of America, N.A. | |||||||
Line Of Credit Facility [Line Items] | |||||||
Letter of credit sub-facility maximum borrowing capacity | $ 25,000,000 | ||||||
Swing loan sub-facility maximum initial borrowing capacity | 20,000,000 | ||||||
Senior Secured Credit Facility | Bank of America, N.A. | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | 2,425,000,000 | ||||||
Term A Loan Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Proceeds from term loan | 561,000,000 | ||||||
Term A Loan Facility | Bank of America, N.A. | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 1,255,000,000 | ||||||
Debt Instrument, Term | 5 years | ||||||
Percentage of obligated to repay the outstanding principal amount | 1.25% | ||||||
Term B Loan Facility | Bank of America, N.A. | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 720,000,000,000 | ||||||
Debt Instrument, Term | 7 years | ||||||
Percentage of obligated to repay the outstanding principal amount | 0.25% | ||||||
Revolving Credit Facility | Bank of America, N.A. | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 450,000,000,000 | ||||||
Debt Instrument, Term | 5 years | ||||||
New Senior Credit Facilities | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt issuance costs incurred | 69,800,000 | ||||||
Debt issuance costs capitalized | 65,800,000 | ||||||
Debt issuance expense | 2,900,000 | ||||||
Unamortized discount amount | 62,800,000 | ||||||
Debt extinguishment costs | $ 4,000,000 | ||||||
New Senior Credit Facilities | Fifth Fiscal Quarter Through Eighth Fiscal Quarter After Closing Date | |||||||
Line Of Credit Facility [Line Items] | |||||||
Leverage ratio | 4.50 | ||||||
New Senior Credit Facilities | Subsequent Fiscal Quarter | |||||||
Line Of Credit Facility [Line Items] | |||||||
Leverage ratio | 4 | ||||||
New Senior Credit Facilities | Minimum | |||||||
Line Of Credit Facility [Line Items] | |||||||
Interest coverage ratio | 3 | ||||||
Amortization period | 5 years | ||||||
New Senior Credit Facilities | Maximum | |||||||
Line Of Credit Facility [Line Items] | |||||||
Amortization period | 7 years | ||||||
New Senior Credit Facilities | Maximum | First Four Fiscal Quarters After Closing Date | |||||||
Line Of Credit Facility [Line Items] | |||||||
Leverage ratio | 5 | ||||||
New Senior Credit Facilities | Federal Funds Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 0.50% | ||||||
New Senior Credit Facilities | Eurodollar | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.00% | ||||||
New Senior Credit Facilities | 0.25% Convertible Senior Note Due 2022 | I I V I Notes | |||||||
Line Of Credit Facility [Line Items] | |||||||
Number of days prior to maturity of outstanding | d | 120 | ||||||
Debt instrument, interest rate | 0.25% | ||||||
Debt instrument maturity year | 2022 |
Summary of Total Interest Expen
Summary of Total Interest Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Amortization of discount on convertible debt and debt issuance costs | $ 9,639 | $ 6,255 | ||
0.25% Convertible Senior Note Due 2022 | ||||
Debt Instrument [Line Items] | ||||
0.25% contractual coupon | $ 221 | $ 221 | 441 | 441 |
Amortization of discount on convertible debt and debt issuance costs | 3,291 | 3,145 | 6,546 | 6,255 |
Interest expense | $ 3,512 | $ 3,366 | $ 6,987 | $ 6,696 |
Summary of Total Interest Exp_2
Summary of Total Interest Expense Recognized (Parenthetical) (Detail) | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
0.25% Convertible Senior Note Due 2022 | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Income Tax Contingency [Line Items] | |||
U.S. statutory rate | 21.00% | ||
Effective income tax rate (benefit) expense | (10.00%) | 18.20% | |
Unrecognized tax benefits that would impact effective tax rate | $ 74 | $ 11.5 | |
Interest and penalties accrued | 15.6 | $ 1.2 | |
Liability for uncertain tax positions | 70.3 | ||
Finisar Corporation | |||
Income Tax Contingency [Line Items] | |||
Liability for uncertain tax positions | $ 64 | ||
United States Internal Revenue Service | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2017 | ||
United States Internal Revenue Service | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2020 | ||
State Jurisdictions | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2015 | ||
State Jurisdictions | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2020 | ||
Foreign Taxing Jurisdictions | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2009 | ||
Foreign Taxing Jurisdictions | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2020 | ||
Subsidiaries in Philippines | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2017 | ||
Subsidiary in Germany | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2012 | ||
Subsidiary in Germany | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2015 | ||
Subsidiary in Florida | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2016 | ||
Subsidiary in Florida | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2018 | ||
Subsidiary in Vietnam | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2018 | ||
Subsidiary in Vietnam | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2019 | ||
Subsidiary in Australia | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2011 | ||
Subsidiary in Australia | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2014 | ||
Subsidiary in India | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2016 |
Computation of Earnings Per Sha
Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Basic Earnings per Share | ||||
Net earnings (loss) | $ (98,213) | $ 28,702 | $ (124,211) | $ 54,851 |
Weighted average shares | 90,886 | 63,588 | 78,428 | 63,504 |
Basic earnings (loss) per common share | $ (1.08) | $ 0.45 | $ (1.58) | $ 0.86 |
Diluted Earnings per Share | ||||
Net earnings (loss) | $ (98,213) | $ 28,702 | $ (124,211) | $ 54,851 |
Weighted average shares | 90,886 | 63,588 | 78,428 | 63,504 |
Dilutive effect of common stock equivalents | 2,085 | 2,412 | ||
Diluted weighted average common shares | 90,886 | 65,673 | 78,428 | 65,916 |
Diluted earnings (loss) per common share | $ (1.08) | $ 0.44 | $ (1.58) | $ 0.83 |
Schedule of Potential Shares of
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 | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 11,114 | 7,469 | 10,547 | 7,456 |
0.25% Convertible Senior Note Due 2022 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 7,331 | 7,331 | 7,331 | 7,331 |
0.50% Finisar Convertible Notes | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 391 | 502 | ||
Common Stock Equivalents | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 3,392 | 138 | 2,714 | 125 |
Schedule of Potential Shares _2
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share (Parenthetical) (Detail) | Sep. 24, 2019 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
0.25% Convertible Senior Note Due 2022 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% | |
Debt instrument maturity date | Sep. 1, 2022 | |||
0.50% Finisar Convertible Notes | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Debt instrument, interest rate | 0.50% | 0.50% | ||
Debt instrument maturity date | Dec. 15, 2036 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 2 |
Financial Information of Compan
Financial Information of Company's Operation by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | $ 666,331 | $ 342,839 | $ 1,006,740 | $ 657,272 | |
Operating income (loss) | (78,580) | 39,606 | (97,054) | 76,819 | |
Interest expense | (28,390) | (5,580) | (35,358) | (11,164) | |
Other income (expense), net | (487) | 701 | (5,566) | 1,414 | |
Income taxes | 9,242 | (6,025) | 13,766 | (12,218) | |
Net earnings (loss) | (98,213) | 28,702 | (124,211) | 54,851 | |
Depreciation and amortization | 82,152 | 22,329 | 109,100 | 44,499 | |
Expenditures for property, plant & equipment | 54,652 | 38,468 | 80,288 | 73,386 | |
Segment assets | 5,208,209 | 5,208,209 | $ 1,953,773 | ||
Goodwill | 1,096,691 | 1,096,691 | 319,778 | ||
Photonic Solutions | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 460,393 | 159,694 | 601,749 | 294,850 | |
Inter-segment revenues | 22,190 | 2,504 | 24,840 | 7,726 | |
Operating income (loss) | (60,937) | 23,087 | (47,913) | 38,999 | |
Depreciation and amortization | 55,174 | 6,462 | 61,990 | 12,661 | |
Expenditures for property, plant & equipment | 21,313 | 11,223 | 30,702 | 23,274 | |
Segment assets | 3,194,032 | 3,194,032 | |||
Goodwill | 847,403 | 847,403 | 134,057 | ||
Compound Semiconductors | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 205,938 | 183,145 | 382,940 | 362,422 | |
Inter-segment revenues | 66,123 | 17,538 | 80,056 | 34,708 | |
Operating income (loss) | (8,835) | 23,622 | 17,686 | 44,923 | |
Depreciation and amortization | 26,978 | 15,867 | 43,367 | 31,838 | |
Expenditures for property, plant & equipment | 33,339 | 27,246 | 46,822 | 50,113 | |
Segment assets | 2,014,177 | 2,014,177 | |||
Goodwill | 249,288 | 249,288 | $ 185,721 | ||
Unallocated & Other | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 22,051 | ||||
Inter-segment revenues | (88,313) | (20,041) | (104,896) | (42,434) | |
Operating income (loss) | $ (8,808) | $ (7,103) | (66,827) | $ (7,103) | |
Depreciation and amortization | 3,743 | ||||
Expenditures for property, plant & equipment | $ 2,764 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2019 | Nov. 08, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Assumed RSUs | $ 6.6 | |
Omnibus Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock authorized for issuance under the Plan | 3,550,000 |
Share-Based Compensation Expens
Share-Based Compensation Expense by Award Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | $ 19,260 | $ 4,958 | $ 35,420 | $ 10,295 |
Stock Options and Cash-Based Stock Appreciation Rights | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | 2,989 | 454 | 4,659 | 2,782 |
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 | 12,871 | 2,007 | 25,602 | 4,799 |
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 | $ 3,400 | $ 2,497 | $ 5,159 | $ 2,714 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Nov. 24, 2019 | Jul. 31, 2022 | Dec. 31, 2019 | Sep. 24, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
0.25% Convertible Notes | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% | |||
0.50% Finisar Convertible Notes | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Debt instrument, interest rate | 0.50% | 0.50% | ||||
Interest Rate Swap | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Notional amount | $ 1,075,000,000 | |||||
Fixed interest rate | 1.52% | |||||
Floor Interest rate | 0.00% | |||||
Swap agreements effective date | Nov. 24, 2019 | |||||
Swap agreements expiration date | Sep. 24, 2024 | |||||
Interest Rate Swap | Scenario Forecast | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Notional amount | $ 825,000,000 |
Summary of Fair Value and Carry
Summary of Fair Value and Carrying Value of II-VI Notes and Finisar Notes (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
0.25% Convertible Senior Note Due 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Convertible notes fair value | $ 353,266 |
Convertible notes carrying value | 307,687 |
Finisar Notes | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Convertible notes fair value | 13,771 |
Convertible notes carrying value | $ 14,888 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 65 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Aug. 31, 2014 | |
Equity Class Of Treasury Stock [Line Items] | ||||
Stock repurchase program, authorized amount | $ 50,000,000 | |||
Purchase of common stock, shares | 1,416,587 | |||
Purchase of Treasury Stock | $ 1,625,000 | $ 1,625,000 | $ 22,300,000 | |
Program | ||||
Equity Class Of Treasury Stock [Line Items] | ||||
Purchase of common stock, shares | 50,000 | 50,000 | ||
Purchase of Treasury Stock | $ 1,600,000 | $ 1,600,000 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax (Detail) $ in Thousands | 6 Months Ended |
Dec. 31, 2019USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | $ 1,133,209 |
Other comprehensive income before reclassifications | 15,178 |
Amounts reclassified from AOCI | (165) |
Net current-period other comprehensive income | 15,013 |
Ending Balance | 2,065,697 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (15,627) |
Other comprehensive income before reclassifications | 11,571 |
Net current-period other comprehensive income | 11,571 |
Ending Balance | (4,056) |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (8,594) |
Other comprehensive income before reclassifications | (167) |
Net current-period other comprehensive income | (167) |
Ending Balance | (8,761) |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (24,221) |
Ending Balance | (9,208) |
Interest Rate Swap | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Other comprehensive income before reclassifications | 3,774 |
Amounts reclassified from AOCI | (165) |
Net current-period other comprehensive income | 3,609 |
Ending Balance | $ 3,609 |