Cover
Cover - shares | 3 Months Ended | |
Sep. 30, 2020 | Nov. 03, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-39375 | |
Entity Registrant Name | II-VI INCORPORATED | |
Entity Incorporation, State or Country Code | PA | |
Entity Tax Identification Number | 25-1214948 | |
Entity Address, Address Line One | 375 Saxonburg Boulevard | |
Entity Address, Postal Zip Code | 16056 | |
Entity Address, City or Town | Saxonburg, | |
Entity Address, State or Province | PA | |
City Area Code | 724 | |
Local Phone Number | 352-4455 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 103,726,262 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --06-30 | |
Amendment Flag | false | |
Entity Central Index Key | 0000820318 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | IIVI | |
Security Exchange Name | NASDAQ | |
Series A Mandatory Convertible Preferred Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Series A Mandatory Convertible Preferred Stock, no par value | |
Trading Symbol | IIVIP | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 683,985 | $ 493,046 |
Accounts receivable - less allowance for doubtful accounts of $1,622 at September 30, 2020 and $1,698 at June 30, 2020 | 577,127 | 598,124 |
Inventories | 639,833 | 619,810 |
Prepaid and refundable income taxes | 12,794 | 12,279 |
Prepaid and other current assets | 78,003 | 65,710 |
Total Current Assets | 1,991,742 | 1,788,969 |
Property, plant & equipment, net | 1,218,575 | 1,214,772 |
Goodwill | 1,254,338 | 1,239,009 |
Other intangible assets, net | 757,770 | 758,368 |
Investments | 75,188 | 73,767 |
Deferred income taxes | 27,940 | 22,938 |
Other assets | 145,066 | 136,891 |
Total Assets | 5,470,619 | 5,234,714 |
Current Liabilities | ||
Current portion of long-term debt | 62,050 | 69,250 |
Accounts payable | 256,029 | 268,773 |
Accrued compensation and benefits | 122,584 | 157,557 |
Operating lease current liabilities | 24,142 | 24,634 |
Accrued income taxes payable | 42,460 | 33,341 |
Other accrued liabilities | 137,628 | 119,338 |
Total Current Liabilities | 644,893 | 672,893 |
Long-term debt | 1,468,096 | 2,186,092 |
Deferred income taxes | 55,031 | 45,551 |
Operating lease liabilities | 99,566 | 94,701 |
Other liabilities | 156,356 | 158,674 |
Total Liabilities | 2,423,942 | 3,157,911 |
Shareholders' Equity | ||
Preferred stock, no par value; authorized - 5,000,000 shares; none issued | 445,319 | 0 |
Common stock, no par value; authorized - 300,000,000 shares; issued - 117,188,859 shares at September 30, 2020; 105,916,068 shares at June 30, 2020 | 1,942,300 | 1,486,947 |
Accumulated other comprehensive loss | (52,414) | (87,383) |
Retained earnings | 916,283 | 876,552 |
Shareholders' equity excluding treasury stock | 3,251,488 | 2,276,116 |
Treasury stock, at cost; 13,476,334 shares at September 30, 2020 and 13,356,447 shares at June 30, 2020 | (204,811) | (199,313) |
Total Shareholders' Equity | 3,046,677 | 2,076,803 |
Total Liabilities and Shareholders' Equity | $ 5,470,619 | $ 5,234,714 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Jun. 30, 2020 | |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,622 | $ 1,698 |
Preferred stock, par value (n usd per share) | $ 0 | |
Preferred stock, dividend rate, percentage | 6.00% | |
Preferred stock, shares authorized (in shares) | 5,000,000 | |
Preferred stock, shares issued (in shares) | 2,300,000 | |
Common stock, par value (in usd per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 117,188,859 | 105,916,068 |
Treasury stock (in shares) | 13,476,334 | 13,356,447 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 728,084 | $ 340,409 |
Costs, Expenses, and Other Expense (Income) | ||
Cost of goods sold | 441,520 | 217,269 |
Internal research and development | 78,248 | 36,120 |
Selling, general and administrative | 107,186 | 105,495 |
Interest expense | 17,214 | 6,968 |
Other expense (income), net | 24,339 | 5,079 |
Total Costs, Expenses, & Other Expense (Income) | 668,507 | 370,931 |
Earnings (Loss) Before Income Taxes | 59,577 | (30,522) |
Income Tax Expense (Benefit) | 13,311 | (4,524) |
Net Earnings (Loss) | 46,266 | (25,998) |
Series A Mandatory Convertible Preferred Stock Dividends | 6,440 | 0 |
Net Earnings (Loss) available to the Common Shareholders | $ 39,826 | $ (25,998) |
Basic Earning (Loss) Per Share (in usd per share) | $ 0.39 | $ (0.39) |
Diluted Earnings (Loss) Per Share (in usd per share) | $ 0.38 | $ (0.39) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings (loss) | $ 46,266 | $ (25,998) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 35,524 | (13,019) |
Change in fair value of interest rate swap, net of taxes of ($152) for the three months ended September 30, 2020 | (555) | 0 |
Pension adjustment, net of taxes of $23 for the three months ended September 30, 2019 | 0 | 84 |
Comprehensive income (loss) | $ 81,235 | $ (38,933) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Change in fair value of interest rate swap, taxes | $ (152) | |
Pension adjustment tax | $ 23 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities | ||
Net earnings (loss) | $ 46,266 | $ (25,998) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | ||
Depreciation | 44,474 | 20,796 |
Amortization | 20,211 | 6,152 |
Share-based compensation expense | 15,757 | 15,603 |
Amortization of discount on convertible debt and debt issuance costs | 5,170 | 3,570 |
Debt extinguishment costs | 24,747 | 3,960 |
Losses on foreign currency remeasurements and transactions | 4,703 | 1,131 |
Earnings from equity investments | (1,417) | (600) |
Deferred income taxes | 22,567 | (16,434) |
Increase (decrease) in cash from changes in (net of effect of acquisitions): | ||
Accounts receivable | 22,483 | 8,783 |
Inventories | (4,671) | (14,827) |
Accounts payable | (15,165) | 748 |
Contract liabilities | (3,256) | 12,597 |
Income taxes | 2,484 | (1,344) |
Accrued compensation and benefits | (34,973) | (14,721) |
Other operating net assets (liabilities) | (15,053) | (25,031) |
Net cash provided by operating activities | 134,327 | (25,615) |
Cash Flows from Investing Activities | ||
Additions to property, plant & equipment | (33,792) | (25,636) |
Purchases of businesses, net of cash acquired | (36,064) | (1,036,609) |
Other investing activities | 0 | (1,940) |
Net cash used in investing activities | (69,856) | (1,064,185) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of common shares | 460,000 | 0 |
Proceeds from issuance of preferred shares | 460,000 | 0 |
Proceeds from borrowings of Revolving Credit Facility | 0 | 160,000 |
Proceeds from borrowings under prior Credit Facility | 0 | 10,000 |
Payments on borrowings under prior Term Loan, Credit Facility and other loans | 0 | (172,780) |
Payments on borrowings under Revolving Credit Facility | (25,000) | 0 |
Debt issuance costs | 0 | (63,510) |
Equity issuance costs | (36,092) | 0 |
Proceeds from exercises of stock options | 1,083 | 2,975 |
Payments in satisfaction of employees' minimum tax obligations | (5,574) | (9,418) |
Other financing activities | (1,329) | (660) |
Net cash provided by financing activities | 122,975 | 1,326,607 |
Effect of exchange rate changes on cash and cash equivalents | 3,493 | (2,128) |
Net increase in cash and cash equivalents | 190,939 | 234,679 |
Cash and Cash Equivalents at Beginning of Period | 493,046 | 204,872 |
Cash and Cash Equivalents at End of Period | 683,985 | 439,551 |
Cash paid for interest | 7,615 | 1,702 |
Cash paid for income taxes | 13,606 | 8,218 |
Additions to property, plant & equipment included in accounts payable | 17,472 | 13,228 |
Term A Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowings | 0 | 680,000 |
Payments on borrowings | (15,513) | 0 |
Term B Loan | ||
Cash Flows from Financing Activities | ||
Proceeds from borrowings | 0 | 720,000 |
Payments on borrowings | (714,600) | $ 0 |
Cash paid for interest | $ 600 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Preferred Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock |
Beginning Balance, shares (in shares) at Jun. 30, 2019 | 76,315,000 | (12,604,000) | ||||
Beginning Balance at Jun. 30, 2019 | $ 1,133,209 | $ 382,423 | $ (24,221) | $ 943,581 | $ (168,574) | |
Share-based and deferred compensation activities(in shares) | (708,000) | (251,000) | ||||
Share-based and deferred compensation activities | 49,211 | $ 59,043 | $ (9,832) | |||
Shares issued and related to Finisar acquisitions (in shares) | 26,713,000 | |||||
Shares issued and related to Finisar acquisition | 987,707 | $ 987,707 | ||||
Net earnings (loss) | (25,998) | (25,998) | ||||
Foreign currency translation adjustments | (13,019) | (13,019) | ||||
Change in fair value of interest rate swap, net of taxes of ($152) | 0 | |||||
Pension adjustment, net of taxes | 84 | 84 | ||||
Ending Balance, shares (in shares) at Sep. 30, 2019 | 103,736,000 | (12,855,000) | ||||
Ending Balance at Sep. 30, 2019 | 2,131,194 | $ 1,429,173 | (37,156) | 917,583 | $ (178,406) | |
Beginning Balance, shares (in shares) at Jun. 30, 2020 | 105,916,000 | 0 | (13,356,000) | |||
Beginning Balance at Jun. 30, 2020 | 2,076,803 | $ 1,486,947 | $ 0 | (87,383) | 876,552 | $ (199,313) |
Share-based and deferred compensation activities(in shares) | (575,000) | (120,000) | ||||
Share-based and deferred compensation activities | 11,266 | $ 16,764 | $ (5,498) | |||
Shares issued in July 2020 underwritten public offering (in shares) | 10,698,000 | 2,300,000 | ||||
Shares issued in July 2020 underwritten public offering | 883,908 | $ 438,589 | $ 445,319 | |||
Net earnings (loss) | 46,266 | 46,266 | ||||
Foreign currency translation adjustments | 35,524 | 35,524 | ||||
Change in fair value of interest rate swap, net of taxes of ($152) | (555) | (555) | ||||
Dividends | (6,535) | |||||
Pension adjustment, net of taxes | 0 | |||||
Ending Balance, shares (in shares) at Sep. 30, 2020 | 117,189,000 | 2,300,000 | (13,476,000) | |||
Ending Balance at Sep. 30, 2020 | $ 3,046,677 | $ 1,942,300 | $ 445,319 | $ (52,414) | $ 916,283 | $ (204,811) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||
Change in fair value of interest rate swap, taxes | $ (152) | |
Pension adjustment tax | $ 23 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements of II-VI Incorporated (“II-VI”, the “Company”, “we”, “us” or “our”) for the three months ended September 30, 2020 and 2019 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 26, 2020. The condensed consolidated results of operations for the three months ended September 30, 2020 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, 2020 was derived from the Company’s audited consolidated financial statements. On September 24, 2019, the Company completed its 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. In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic, which continues to spread throughout the United States and world. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business including the impact to our suppliers and customers as well as the impact to the countries and markets in which we operate. |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13 , Financial Instruments - Credit Losses (Topic 326), which modifies the measurement of expected credit losses on certain types of financial instruments, including trade receivables. The Company adopted this standard on July 1, 2020. The adoption did not have a material impact on the Company's condensed consolidated financial statements. |
Finisar Acquisition
Finisar Acquisition | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Finisar Acquisition | Finisar AcquisitionOn 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. The purchase price allocation set forth herein is final. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the purchase price allocation. Income-based valuation approaches included the use of the discounted cash flow and relief-from-royalty methods for certain acquired intangible assets. Our final 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): Final Purchase Price Allocation Previously Measurement Reported Reclassification Period September 30, 2019 Adjustments Adjustments (a) As Adjusted Cash and cash equivalents $ 842,764 $ (287) $ — $ 842,477 Accounts receivable 260,864 — (1,523) 259,341 Inventories 437,867 — 1,841 439,708 Property, plant & equipment 748,858 — (91,145) 657,713 Intangible assets 827,689 — (162,489) 665,200 Other assets 82,624 287 (6,443) 76,468 Deferred tax assets — — 16,267 16,267 Accounts payable (123,707) — — (123,707) Other accrued liabilities (a) (148,425) (43,964) (3,199) (195,588) Deferred tax liabilities (a) (197,809) 43,964 85,179 (68,666) Debt (575,000) — — (575,000) Goodwill (a) 759,239 — 155,051 914,290 Total Purchase Price $ 2,914,964 $ — $ (6,461) $ 2,908,503 |
Other Acquisitions and Investme
Other Acquisitions and Investments | 3 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Other Acquisitions and Investments | Other Acquisitions and Investments Acquisition of Ascatron AB On August 20, 2020, the Company acquired all of the outstanding shares of Ascatron AB, located in Sweden. The acquisition will add essential elements to the Company's vertically integrated silicon carbide technology platform. Purchase price consideration totaled $36.7 million. Due to the timing of the acquisition, the Company is in the process of measuring the fair value of assets acquired and liabilities assumed, including tangible and intangible assets and related deferred income taxes. The following table presents a preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000): Assets Developed technology $ 20,000 Goodwill 18,922 Other assets 2,511 Total assets acquired $ 41,433 Liabilities Non-interest bearing liabilities $ (203) Deferred tax liability (4,526) Total liabilities assumed (4,729) Net assets acquired $ 36,704 The goodwill is recorded in the Compound Semiconductor segment and is attributed to the workforce acquired as part of the transactio n. The goodwill is non-deductible for income tax purposes . Transaction expenses related to the acquisition totaled $1.9 million for three months ended September 30, 2020 and is included in Selling, General and Administrative expenses in the Condensed Consolidated Statement of Earnings. The amount of revenues and net earnings from the acquisition included in the Company’s Condensed Consolidated Statement of Earnings for the three months ended September 30, 2020 were insignificant. Purchase of Equity Investment in INNOViON Corporation As of September 30, 2020, the Company holds a 93.8% equity investment in INNOViON Corporation ("Innovion"), a leader in ion implantation technology for silicon and compound semiconductor devices, which was acquired in November 2017 for $51.5 million. The Company’s pro-rata share of earnings from this investment for the three months ended September 30, 2020 and 2019 was insignificant. This investment is accounted for under the equity method of accounting. The following table summarizes the Company's equity in this nonconsolidated investment: Location Interest Ownership % as of September 30, 2020 Equity as of September 30, 2020 ($000) USA Equity Investment 93.8% $ 59,539 Innovion was determined to be a variable interest entity because the Company had an overall 93.8% economic position in Innovion, comprising a significant portion of its capitalization, but had only a 25% voting interest. The Company’s right to receive rewards and obligation to absorb expected losses was disproportionate to its voting interest. The Company was not the primary beneficiary because it did 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 Innovion. The Company previously accounted for its interest as an equity method investment as the Company had the ability to exercise significant influence over operating and financial policies of Innovion. As of September 30, 2020 and June 30, 2020, the Company’s maximum financial statement exposure related to Innovion was approximately $59.5 million and $58.8 million, respectively, which is included in Investments on the Condensed Consolidated Balance Sheets. On August 10, 2020, the Company entered into an agreement to acquire all the outstanding interests of Innovion. The Company acquired the remaining outstanding interests of Innovion on October 1, 2020. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The following tables summarize disaggregated revenue by revenue market, and product for the three months ended September 30, 2020 and 2019 ($000): Three Months Ended September 30, 2020 Photonic Solutions Compound Semiconductors Unallocated Total Commercial Direct Ship Parts $ 493,928 $ 180,915 $ — $ 674,843 Services 3,799 4,077 — 7,876 U.S. Government Direct Ship Parts — 36,488 — 36,488 Services — 8,877 — 8,877 Total Revenues $ 497,727 $ 230,357 $ — $ 728,084 Three Months Ended September 30, 2019 Photonic Solutions Compound Semiconductors Unallocated Total Commercial Direct Ship Parts $ 140,345 $ 130,188 $ 22,051 $ 292,584 Services 1,012 5,691 — 6,703 U.S. Government Direct Ship Parts — 37,082 — 37,082 Services — 4,040 — 4,040 Total Revenues $ 141,357 $ 177,001 $ 22,051 $ 340,409 Contracts with the United States (“U.S.”) government disclosed above are through its prime contractors. 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 months ended September 30, 2020, the Company recognized revenue of $9.7 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2020. The Company had $35.4 million of contract liabilities recorded in the Condensed Consolidated Balance Sheets as of September 30, 2020. |
Inventories
Inventories | 3 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories were as follows ($000): September 30, June 30, Raw materials $ 189,141 $ 190,237 Work in progress 308,788 298,577 Finished goods 141,904 130,996 $ 639,833 $ 619,810 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consists of the following ($000): September 30, June 30, Land and improvements $ 19,726 $ 18,396 Buildings and improvements 387,696 345,736 Machinery and equipment 1,339,809 1,352,835 Construction in progress 114,298 111,394 Finance lease right-of-use asset 25,000 25,000 1,886,529 1,853,361 Less accumulated depreciation (667,954) (638,589) $ 1,218,575 $ 1,214,772 |
Goodwill and Other Intangible
Goodwill and Other Intangible | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible | Goodwill and Other Intangible Changes in the carrying amount of goodwill were as follows ($000): Three Months Ended September 30, 2020 Photonic Solutions Compound Semiconductors Total Balance-beginning of period $ 1,052,494 $ 186,515 $ 1,239,009 Goodwill acquired — 18,922 18,922 Finisar measurement period adjustments (4,901) — (4,901) Foreign currency translation 1,557 (249) 1,308 Balance-end of period $ 1,049,150 $ 205,188 $ 1,254,338 The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of September 30, 2020 and June 30, 2020 were as follows ($000): September 30, 2020 June 30, 2020 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 463,936 $ (77,782) $ 386,154 $ 444,315 $ (68,048) $ 376,267 Trade Names 22,489 (4,316) 18,173 22,369 (3,669) 18,700 Customer Lists 457,106 (103,663) 353,443 456,223 (92,822) 363,401 Other 1,574 (1,574) — 1,570 (1,570) — Total $ 945,105 $ (187,335) $ 757,770 $ 924,477 $ (166,109) $ 758,368 |
Debt
Debt | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt for the periods indicated were as follows ($000): September 30, June 30, Term A Facility, interest at LIBOR, as defined, plus 2.00% $ 1,178,950 $ 1,194,463 Revolving Credit Facility, interest at LIBOR, as defined, plus 2.00% 49,000 74,000 Debt issuance costs, Term A Facility and Revolving Credit Facility (30,411) (32,174) Term B Facility, interest at LIBOR, as defined, plus 3.50% — 714,600 Debt issuance costs, Term B Facility — (24,747) 0.50% convertible senior notes, assumed in the Finisar acquisition 14,888 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 (27,281) (30,688) Total debt 1,530,146 2,255,342 Current portion of long-term debt (62,050) (69,250) Long-term debt, less current portion $ 1,468,096 $ 2,186,092 Senior Credit Facilities The Company currently has Senior Credit Facilities with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. The Credit Agreement provides for senior secured financing of $2.425 billion in the aggregate, consisting of (i) Aggregate principal amount of $1,255 million for a five (ii) Aggregate principal amount of $720 million for a seven (iii) Aggregate principal amount of $450 million for a five The 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 Term B Facility was repaid in full by the Company subsequent to the public offerings that closed on July 7, 2020. In conjunction with the repayment, the Company paid $0.6 million in associated interest and expensed $24.7 million of debt issuance costs related to the Term B Facility. 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. The Company’s obligations under the 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 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 Senior Credit Facilities. All amounts outstanding under the 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. Amounts outstanding under the 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 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 Senior Credit Facilities. Refer to Note 16 for further information regarding this interest rate swap. The Credit Agreement contains customary affirmative and negative covenants with respect to the 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 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 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 September 30, 2020, the Company was in compliance with all financial covenants under the Credit Agreement. 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 September 30, 2020, 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 $297.4 million as of September 30, 2020 and $346.2 million as of June 30, 2020 (based on the Company’s closing stock price on the last trading day of the fiscal periods then ended). As of September 30, 2020, 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 months ended September 30, 2020 and September 30, 2019 ($000): Three Months Ended Three Months Ended 0.25% contractual coupon $ 220 $ 220 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,407 3,255 Interest expense $ 3,627 $ 3,475 The effective interest rate on the liability component for both periods presented was 4.5%. The unamortized discount amounted to $23.8 million as of September 30, 2020 and is being amortized over three years. Aggregate Availability The Company had aggregate availability of $399.6 million under its line of credit as of September 30, 2020. Weighted Average Interest Rate The weighted average interest rate of total borrowings was 1.8% and 1.9% for the three months ended September 30, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s year-to-date effective income tax rate at September 30, 2020 was 22.3% compared to a benefit of 14.8% for the same period in 2019. 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 and foreign tax credits. U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of September 30, 2020 and June 30, 2020, the Company’s gross unrecognized income tax benefit, excluding interest and penalties, was $40.5 million and $42.8 million, respectively. The Company has classified $7.4 million of uncertain tax positions as current income tax liabilities and the remaining uncertain tax positions of $33.1 million as noncurrent income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, $37.7 million of the gross unrecognized tax benefits at September 30, 2020 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 $3.6 million and $3.8 million at September 30, 2020 and June 30, 2020, respectively. Fiscal years 2017 to 2021 remain open to examination by the U.S. Internal Revenue Service, fiscal years 2015 to 2021 remain open to examination by certain state jurisdictions, and fiscal years 2009 to 2019 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in the Philippines for the year 2017; Germany for the years 2012 through 2015; 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. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases On July 1, 2019, the Company adopted Topic 842, Leases, using the modified retrospective transition approach. We determine if an arrangement is a lease at inception and classify it as either finance or operating. The Company's portfolio of leases contains certain real estate, equipment and vehicle leases . 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 Ended September 30, 2020 Three Months Ended Finance Lease Cost Amortization of right-of-use assets $ 417 $ 417 Interest on lease liabilities 323 337 Total finance lease cost $ 740 $ 754 Operating lease cost 9,197 6,107 Sublease income 368 — Total lease cost $ 9,569 $ 6,861 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 323 $ 337 Operating cash flows from operating leases 8,631 5,940 Financing cash flows from finance leases 274 243 Weighted-Average Remaining Lease Term (in Years) Finance leases 11.3 Operating leases 7.0 Weighted-Average Discount Rate Finance leases 5.6 % Operating leases 7.1 % The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Finance Leases Total Year 1 $ 31,818 $ 2,436 $ 34,254 Year 2 25,589 2,503 28,092 Year 3 22,333 2,572 24,905 Year 4 19,431 2,642 22,073 Year 5 16,795 2,715 19,510 Thereafter 49,196 18,735 67,931 Total minimum lease payments $ 165,162 $ 31,603 $ 196,765 Less: amounts representing interest 41,454 8,429 49,883 Present value of total lease liabilities $ 123,708 $ 23,174 $ 146,882 |
Leases | Leases On July 1, 2019, the Company adopted Topic 842, Leases, using the modified retrospective transition approach. We determine if an arrangement is a lease at inception and classify it as either finance or operating. The Company's portfolio of leases contains certain real estate, equipment and vehicle leases . 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 Ended September 30, 2020 Three Months Ended Finance Lease Cost Amortization of right-of-use assets $ 417 $ 417 Interest on lease liabilities 323 337 Total finance lease cost $ 740 $ 754 Operating lease cost 9,197 6,107 Sublease income 368 — Total lease cost $ 9,569 $ 6,861 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 323 $ 337 Operating cash flows from operating leases 8,631 5,940 Financing cash flows from finance leases 274 243 Weighted-Average Remaining Lease Term (in Years) Finance leases 11.3 Operating leases 7.0 Weighted-Average Discount Rate Finance leases 5.6 % Operating leases 7.1 % The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Finance Leases Total Year 1 $ 31,818 $ 2,436 $ 34,254 Year 2 25,589 2,503 28,092 Year 3 22,333 2,572 24,905 Year 4 19,431 2,642 22,073 Year 5 16,795 2,715 19,510 Thereafter 49,196 18,735 67,931 Total minimum lease payments $ 165,162 $ 31,603 $ 196,765 Less: amounts representing interest 41,454 8,429 49,883 Present value of total lease liabilities $ 123,708 $ 23,174 $ 146,882 |
Equity
Equity | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Equity | Equity Mandatory Convertible Preferred Stock On July 2, 2020, II-VI announced the pricing of an underwritten public offering of 2,000,000 shares of 6.00% Series A Mandatory Convertible Preferred, no par value per share (“Mandatory Convertible Preferred Stock”), resulting in gross proceeds to II-VI from the offering of $400 million, before deducting the underwriting discounts and commissions and offering expenses payable by the Company (the "Preferred Stock Offering"). In addition, the underwriters had a 30-day option to purchase up to an additional 300,000 shares of Series A Mandatory Convertible Preferred Stock at the applicable public offering price, less underwriting discounts and commissions and solely to cover over-allotments with respect to the preferred stock offering. On July 2, 2020, the underwriters exercised the option in full, raising an additional approximately $60 million in gross proceeds. On July 7, 2020, the Company closed the Preferred Stock Offering, including the issuance and sale of 2.3 million shares of Mandatory Convertible Preferred Stock. Upon conversion on the mandatory conversion date, as determined in accordance with the terms of the Mandatory Convertible Preferred Stock, each outstanding share of the Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert into a number of shares of the Company's common stock equal to not more than 4.6512 shares of common stock and not less than 3.8760 shares of common stock (the “ Minimum Conversion Rate ”), depending on the applicable market value of the common stock, determined in accordance with the terms of the Mandatory Convertible Preferred Stock and subject to certain anti-dilution adjustments. Other than in the event of one of certain fundamental changes, a holder of Mandatory Convertible Preferred Stock may, at any time prior to July 1, 2023, elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of Mandatory Convertible Preferred Stock), at the Minimum Conversion Rate per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments. If one of certain fundamental changes occurs on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part (but in no event less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company's common stock at the conversion rate determined in accordance with the terms of the Mandatory Convertible Preferred Stock during the period beginning on, and including, the effective date of such change and ending on, and including, the date that is 20 calendar days after the effective date of such fundamental change (or, if later, the fundamental date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 1, 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a dividend make-whole amount and, to the extent there is any, the accumulated dividend amount, in each case as calculated in accordance with the terms of the Mandatory Convertible Preferred Stock. The Company recognized $6.4 million of accrued preferred stock dividends, which were presented as other accrued liabilities on our Condensed Consolidated Balance Sheet as of September 30, 2020. Three Months Ended September 30, 2020 Dividends per share $ 2.80 Series A Mandatory Convertible Preferred Stock dividends ($000) $ 6,440 Common Stock Offering On July 2, 2020, II-VI announced the pricing of an underwritten public offering of 9,302,235 shares of its common stock at a public offering price of $43.00 per share, resulting in gross proceeds to II-VI from the offering of approximately $400 million, before deducting the underwriting discounts and commissions and offering expenses payable by II-VI (the “Common Stock Offering”). In addition, the underwriters had a 30-day option to purchase up to an additional 1,395,335 shares of its common stock at the applicable public offering price, less underwriting discounts and commissions. On July 2, 2020, the underwriters exercised the option in full, raising an additional approximately $60 million in gross proceeds. On July 7, 2020, the Company closed the Common Stock Offering, including the issuance and sale of approximately 10.7 million shares of Common Stock. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareBasic earnings (loss) per common share is computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method. Diluted shares outstanding include the dilutive effect of the potential shares of the Company's common stock issuable from stock options, performance and restricted shares. Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted earnings (loss) per common share. For the three months ended September 30, 2020, diluted earnings (loss) per share excluded the potentially dilutive effect of the potential shares of the Company's common stock issuable upon conversion of outstanding convertible debt as well as the potentially dilutive effect of the Mandatory Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the periods presented ($000): Three Months Ended 2020 2019 Numerator Net earnings (loss) $ 46,266 $ (25,998) Series A Mandatory Convertible Preferred Stock dividends $ (6,440) $ — Basic earnings (loss) available to common shareholders $ 39,826 $ (25,998) Diluted earnings (loss) available to common shareholders $ 39,826 $ (25,998) Denominator Weighted average shares 102,809 65,969 Effect of dilutive securities: Common stock equivalents 2,438 — Diluted weighted average common shares 105,247 65,969 Basic earnings (loss) per common share $ 0.39 $ (0.39) Diluted earnings (loss) per common share $ 0.38 $ (0.39) The following table presents potential shares of the Company's common stock excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive (000): Three Months Ended 2020 2019 Series A Mandatory Convertible Preferred Stock 10,425 — 0.25% Convertible Senior Notes due 2022 7,331 7,331 Common stock equivalents 430 2,036 0.50% Finisar Convertible Notes 75 190 Total anti-dilutive shares 18,261 9,557 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company reports its business segments using the “management approach” model for segment reporting. This means that the Company determines its reportable business segments based on the way the chief operating decision maker organizes business segments within the Company for making operating decisions and assessing financial performance. 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. Ascatron is presented within the Compound Semiconductors segment since the date of acquisition. 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. The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended September 30, 2020 Photonic Compound Unallocated Total Revenues $ 497,727 $ 230,357 $ — $ 728,084 Inter-segment revenues 7,216 67,087 (74,303) — Operating income 50,435 50,695 — 101,130 Interest expense — — — (17,214) Other expense, net — — — (24,339) Income taxes — — — (13,311) Net earnings — — — 46,266 Depreciation and amortization 38,687 25,998 — 64,685 Expenditures for property, plant & equipment 21,234 12,558 — 33,792 Segment assets 3,586,125 1,884,494 — 5,470,619 Goodwill 1,049,150 205,188 — 1,254,338 Three Months Ended September 30, 2019 Photonic Compound Unallocated Total Revenues $ 141,357 $ 177,001 $ 22,051 $ 340,409 Inter-segment revenues 2,650 13,933 (16,583) — Operating income (loss) 13,024 26,521 (58,019) (18,475) Interest expense — — — (6,968) Other income, net — — — (5,079) Income taxes — — — 4,524 Net earnings — — — (25,998) Depreciation and amortization 6,816 16,389 3,743 26,948 Expenditures for property, plant & equipment 9,389 13,483 2,764 25,636 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based CompensationThe 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 of Finisar, 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”), and 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 September 30, 2020 2019 Stock options and cash-based stock appreciation rights $ 1,920 $ 1,670 Restricted share awards and cash-based restricted share unit awards 10,110 12,731 Performance share awards and cash-based performance share unit awards 3,472 1,759 $ 15,502 $ 16,160 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows: • Level 1 –Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets. • Level 2 –Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 –Valuation is based upon other unobservable inputs that are significant to the fair value measurements. The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. The Company entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to its variable interest rate debt by effectively converting it to a fixed interest rate. The Company receives payments based on the one-month LIBOR and makes payments based on a fixed rate of 1.52%. The Company receives payments with a floor of 0.00%. The interest rate swap agreement has an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap is scheduled to decrease to $825 million in June 2022 and will remain at that amount through the expiration date. The Company designated this instrument as a cash flow hedge and deemed the hedge relationship effective at inception of the contract. The fair value of the interest rate swap of $44.6 million is recognized in the Condensed Consolidated Balance Sheet within other liabilities as of September 30, 2020. Changes in fair value are recorded within accumulated other comprehensive income (loss) on the Condensed Consolidated Balance Sheet and reclassified into the Condensed Consolidated Statement of Earnings (Loss) as interest expense in the period in which the underlying transaction affects earnings. Cash flows from hedging activities are reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations. The fair value of the interest rate swap is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap is classified as a Level 2 item within the fair value hierarchy. 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 September 30, 2020; 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 9. 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 September 30, 2020 ($000): Fair Value Carrying Value II-VI Notes $ 390,619 $ 317,719 Finisar Notes 13,734 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 | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Share Repurchase Programs | Share Repurchase ProgramsIn August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of 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. The Company did not repurchase share pursuant to this Program during the quarter ended September 30, 2020. Through September 30, 2020, 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) | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 18. Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the three months ended September 30, 2020 were as follows ($000): Foreign Interest Defined Total AOCI - June 30, 2020 $ (31,596) $ (44,085) $ (11,702) $ (87,383) Other comprehensive income before reclassifications 35,524 — — 35,524 Amounts reclassified from AOCI — (555) — (555) Net current-period other comprehensive income 35,524 (555) — 34,969 AOCI - September 30, 2020 $ 3,928 $ (44,640) $ (11,702) $ (52,414) |
Recently Issued Financial Acc_2
Recently Issued Financial Accounting Standards (Policies) | 3 Months Ended |
Sep. 30, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recently Issued Financial Accounting Standards | Financial Instruments - Credit Losses In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13 , Financial Instruments - Credit Losses (Topic 326), which modifies the measurement of expected credit losses on certain types of financial instruments, including trade receivables. The Company adopted this standard on July 1, 2020. The adoption did not have a material impact on the Company's condensed consolidated financial statements. |
Finisar Acquisition (Tables)
Finisar Acquisition (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Final Allocation of Purchase Price Based on Estimated Fair Value of Assets Acquired and Liabilities Assumed | Our final 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): Final Purchase Price Allocation Previously Measurement Reported Reclassification Period September 30, 2019 Adjustments Adjustments (a) As Adjusted Cash and cash equivalents $ 842,764 $ (287) $ — $ 842,477 Accounts receivable 260,864 — (1,523) 259,341 Inventories 437,867 — 1,841 439,708 Property, plant & equipment 748,858 — (91,145) 657,713 Intangible assets 827,689 — (162,489) 665,200 Other assets 82,624 287 (6,443) 76,468 Deferred tax assets — — 16,267 16,267 Accounts payable (123,707) — — (123,707) Other accrued liabilities (a) (148,425) (43,964) (3,199) (195,588) Deferred tax liabilities (a) (197,809) 43,964 85,179 (68,666) Debt (575,000) — — (575,000) Goodwill (a) 759,239 — 155,051 914,290 Total Purchase Price $ 2,914,964 $ — $ (6,461) $ 2,908,503 preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000): Assets Developed technology $ 20,000 Goodwill 18,922 Other assets 2,511 Total assets acquired $ 41,433 Liabilities Non-interest bearing liabilities $ (203) Deferred tax liability (4,526) Total liabilities assumed (4,729) Net assets acquired $ 36,704 |
Other Acquisitions and Invest_2
Other Acquisitions and Investments (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed | Our final 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): Final Purchase Price Allocation Previously Measurement Reported Reclassification Period September 30, 2019 Adjustments Adjustments (a) As Adjusted Cash and cash equivalents $ 842,764 $ (287) $ — $ 842,477 Accounts receivable 260,864 — (1,523) 259,341 Inventories 437,867 — 1,841 439,708 Property, plant & equipment 748,858 — (91,145) 657,713 Intangible assets 827,689 — (162,489) 665,200 Other assets 82,624 287 (6,443) 76,468 Deferred tax assets — — 16,267 16,267 Accounts payable (123,707) — — (123,707) Other accrued liabilities (a) (148,425) (43,964) (3,199) (195,588) Deferred tax liabilities (a) (197,809) 43,964 85,179 (68,666) Debt (575,000) — — (575,000) Goodwill (a) 759,239 — 155,051 914,290 Total Purchase Price $ 2,914,964 $ — $ (6,461) $ 2,908,503 preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000): Assets Developed technology $ 20,000 Goodwill 18,922 Other assets 2,511 Total assets acquired $ 41,433 Liabilities Non-interest bearing liabilities $ (203) Deferred tax liability (4,526) Total liabilities assumed (4,729) Net assets acquired $ 36,704 |
Summary of Equity in Nonconsolidated Investment | The following table summarizes the Company's equity in this nonconsolidated investment: Location Interest Ownership % as of September 30, 2020 Equity as of September 30, 2020 ($000) USA Equity Investment 93.8% $ 59,539 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue by Market and Product | The following tables summarize disaggregated revenue by revenue market, and product for the three months ended September 30, 2020 and 2019 ($000): Three Months Ended September 30, 2020 Photonic Solutions Compound Semiconductors Unallocated Total Commercial Direct Ship Parts $ 493,928 $ 180,915 $ — $ 674,843 Services 3,799 4,077 — 7,876 U.S. Government Direct Ship Parts — 36,488 — 36,488 Services — 8,877 — 8,877 Total Revenues $ 497,727 $ 230,357 $ — $ 728,084 Three Months Ended September 30, 2019 Photonic Solutions Compound Semiconductors Unallocated Total Commercial Direct Ship Parts $ 140,345 $ 130,188 $ 22,051 $ 292,584 Services 1,012 5,691 — 6,703 U.S. Government Direct Ship Parts — 37,082 — 37,082 Services — 4,040 — 4,040 Total Revenues $ 141,357 $ 177,001 $ 22,051 $ 340,409 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows ($000): September 30, June 30, Raw materials $ 189,141 $ 190,237 Work in progress 308,788 298,577 Finished goods 141,904 130,996 $ 639,833 $ 619,810 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following ($000): September 30, June 30, Land and improvements $ 19,726 $ 18,396 Buildings and improvements 387,696 345,736 Machinery and equipment 1,339,809 1,352,835 Construction in progress 114,298 111,394 Finance lease right-of-use asset 25,000 25,000 1,886,529 1,853,361 Less accumulated depreciation (667,954) (638,589) $ 1,218,575 $ 1,214,772 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows ($000): Three Months Ended September 30, 2020 Photonic Solutions Compound Semiconductors Total Balance-beginning of period $ 1,052,494 $ 186,515 $ 1,239,009 Goodwill acquired — 18,922 18,922 Finisar measurement period adjustments (4,901) — (4,901) Foreign currency translation 1,557 (249) 1,308 Balance-end of period $ 1,049,150 $ 205,188 $ 1,254,338 |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of September 30, 2020 and June 30, 2020 were as follows ($000): September 30, 2020 June 30, 2020 Gross Accumulated Net Gross Accumulated Net Book Value Technology $ 463,936 $ (77,782) $ 386,154 $ 444,315 $ (68,048) $ 376,267 Trade Names 22,489 (4,316) 18,173 22,369 (3,669) 18,700 Customer Lists 457,106 (103,663) 353,443 456,223 (92,822) 363,401 Other 1,574 (1,574) — 1,570 (1,570) — Total $ 945,105 $ (187,335) $ 757,770 $ 924,477 $ (166,109) $ 758,368 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt for the periods indicated were as follows ($000): September 30, June 30, Term A Facility, interest at LIBOR, as defined, plus 2.00% $ 1,178,950 $ 1,194,463 Revolving Credit Facility, interest at LIBOR, as defined, plus 2.00% 49,000 74,000 Debt issuance costs, Term A Facility and Revolving Credit Facility (30,411) (32,174) Term B Facility, interest at LIBOR, as defined, plus 3.50% — 714,600 Debt issuance costs, Term B Facility — (24,747) 0.50% convertible senior notes, assumed in the Finisar acquisition 14,888 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 (27,281) (30,688) Total debt 1,530,146 2,255,342 Current portion of long-term debt (62,050) (69,250) Long-term debt, less current portion $ 1,468,096 $ 2,186,092 |
Summary of Total Interest Expense Recognized | The following tables set forth total interest expense recognized related to the II-VI Notes for the three months ended September 30, 2020 and September 30, 2019 ($000): Three Months Ended Three Months Ended 0.25% contractual coupon $ 220 $ 220 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,407 3,255 Interest expense $ 3,627 $ 3,475 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
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 Ended September 30, 2020 Three Months Ended Finance Lease Cost Amortization of right-of-use assets $ 417 $ 417 Interest on lease liabilities 323 337 Total finance lease cost $ 740 $ 754 Operating lease cost 9,197 6,107 Sublease income 368 — Total lease cost $ 9,569 $ 6,861 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases $ 323 $ 337 Operating cash flows from operating leases 8,631 5,940 Financing cash flows from finance leases 274 243 Weighted-Average Remaining Lease Term (in Years) Finance leases 11.3 Operating leases 7.0 Weighted-Average Discount Rate Finance leases 5.6 % Operating leases 7.1 % |
Operating Leases, Future Minimum Lease Payments | The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Finance Leases Total Year 1 $ 31,818 $ 2,436 $ 34,254 Year 2 25,589 2,503 28,092 Year 3 22,333 2,572 24,905 Year 4 19,431 2,642 22,073 Year 5 16,795 2,715 19,510 Thereafter 49,196 18,735 67,931 Total minimum lease payments $ 165,162 $ 31,603 $ 196,765 Less: amounts representing interest 41,454 8,429 49,883 Present value of total lease liabilities $ 123,708 $ 23,174 $ 146,882 |
Finance Leases, Future Minimum Lease Payments | The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Finance Leases Total Year 1 $ 31,818 $ 2,436 $ 34,254 Year 2 25,589 2,503 28,092 Year 3 22,333 2,572 24,905 Year 4 19,431 2,642 22,073 Year 5 16,795 2,715 19,510 Thereafter 49,196 18,735 67,931 Total minimum lease payments $ 165,162 $ 31,603 $ 196,765 Less: amounts representing interest 41,454 8,429 49,883 Present value of total lease liabilities $ 123,708 $ 23,174 $ 146,882 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of Dividends | Three Months Ended September 30, 2020 Dividends per share $ 2.80 Series A Mandatory Convertible Preferred Stock dividends ($000) $ 6,440 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the periods presented ($000): Three Months Ended 2020 2019 Numerator Net earnings (loss) $ 46,266 $ (25,998) Series A Mandatory Convertible Preferred Stock dividends $ (6,440) $ — Basic earnings (loss) available to common shareholders $ 39,826 $ (25,998) Diluted earnings (loss) available to common shareholders $ 39,826 $ (25,998) Denominator Weighted average shares 102,809 65,969 Effect of dilutive securities: Common stock equivalents 2,438 — Diluted weighted average common shares 105,247 65,969 Basic earnings (loss) per common share $ 0.39 $ (0.39) Diluted earnings (loss) per common share $ 0.38 $ (0.39) |
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share | The following table presents potential shares of the Company's common stock excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive (000): Three Months Ended 2020 2019 Series A Mandatory Convertible Preferred Stock 10,425 — 0.25% Convertible Senior Notes due 2022 7,331 7,331 Common stock equivalents 430 2,036 0.50% Finisar Convertible Notes 75 190 Total anti-dilutive shares 18,261 9,557 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Financial Information of Company's Operation by Segment | The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended September 30, 2020 Photonic Compound Unallocated Total Revenues $ 497,727 $ 230,357 $ — $ 728,084 Inter-segment revenues 7,216 67,087 (74,303) — Operating income 50,435 50,695 — 101,130 Interest expense — — — (17,214) Other expense, net — — — (24,339) Income taxes — — — (13,311) Net earnings — — — 46,266 Depreciation and amortization 38,687 25,998 — 64,685 Expenditures for property, plant & equipment 21,234 12,558 — 33,792 Segment assets 3,586,125 1,884,494 — 5,470,619 Goodwill 1,049,150 205,188 — 1,254,338 Three Months Ended September 30, 2019 Photonic Compound Unallocated Total Revenues $ 141,357 $ 177,001 $ 22,051 $ 340,409 Inter-segment revenues 2,650 13,933 (16,583) — Operating income (loss) 13,024 26,521 (58,019) (18,475) Interest expense — — — (6,968) Other income, net — — — (5,079) Income taxes — — — 4,524 Net earnings — — — (25,998) Depreciation and amortization 6,816 16,389 3,743 26,948 Expenditures for property, plant & equipment 9,389 13,483 2,764 25,636 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense by Award Type | Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended September 30, 2020 2019 Stock options and cash-based stock appreciation rights $ 1,920 $ 1,670 Restricted share awards and cash-based restricted share unit awards 10,110 12,731 Performance share awards and cash-based performance share unit awards 3,472 1,759 $ 15,502 $ 16,160 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 ($000): Fair Value Carrying Value II-VI Notes $ 390,619 $ 317,719 Finisar Notes 13,734 14,888 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax | The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the three months ended September 30, 2020 were as follows ($000): Foreign Interest Defined Total AOCI - June 30, 2020 $ (31,596) $ (44,085) $ (11,702) $ (87,383) Other comprehensive income before reclassifications 35,524 — — 35,524 Amounts reclassified from AOCI — (555) — (555) Net current-period other comprehensive income 35,524 (555) — 34,969 AOCI - September 30, 2020 $ 3,928 $ (44,640) $ (11,702) $ (52,414) |
Finisar Acquisition - Allocatio
Finisar Acquisition - Allocation of Purchase Price Based on Estimated Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | |
Previously Reported/As Adjusted | ||||
Goodwill | $ 1,254,338 | $ 1,254,338 | $ 1,239,009 | |
Measurement Period Adjustments | ||||
Total Purchase Price | (6,500) | |||
Finisar Corporation | ||||
Previously Reported/As Adjusted | ||||
Cash and cash equivalents | 842,477 | 842,477 | $ 842,764 | |
Accounts receivable | 259,341 | 259,341 | 260,864 | |
Inventories | 439,708 | 439,708 | 437,867 | |
Property, plant & equipment | 657,713 | 657,713 | 748,858 | |
Intangible assets | 665,200 | 665,200 | 827,689 | |
Other assets | 76,468 | 76,468 | 82,624 | |
Deferred tax assets | 16,267 | 16,267 | 0 | |
Accounts payable | (123,707) | (123,707) | (123,707) | |
Other accrued liabilities | (195,588) | (195,588) | (148,425) | |
Deferred tax liabilities | (68,666) | (68,666) | (197,809) | |
Debt | (575,000) | (575,000) | (575,000) | |
Goodwill | 914,290 | 914,290 | 759,239 | |
Total Purchase Price | 2,908,503 | 2,908,503 | $ 2,914,964 | |
Measurement Period Adjustments | ||||
Accounts receivable | (1,523) | |||
Inventories | 1,841 | |||
Property, plant & equipment | (91,145) | |||
Intangibles assets | (162,489) | |||
Other assets | (6,443) | |||
Deferred tax assets | 16,267 | |||
Other accrued liabilities | (3,199) | |||
Deferred taxes liabilities | 85,179 | |||
Goodwill | 155,051 | |||
Total Purchase Price | (6,461) | |||
Finisar Corporation | Reclassification Adjustments | ||||
Previously Reported/As Adjusted | ||||
Cash and cash equivalents | (287) | (287) | ||
Other assets | 287 | 287 | ||
Other accrued liabilities | (43,964) | (43,964) | ||
Deferred tax liabilities | $ 43,964 | $ 43,964 |
Other Acquisitions and Invest_3
Other Acquisitions and Investments - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 20, 2020 | Sep. 30, 2020 | Jun. 30, 2020 |
Schedule of Equity Method Investments [Line Items] | |||
Equity investment | $ 75,188 | $ 73,767 | |
Equity Investment | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investment | $ 59,500 | $ 58,800 | |
Equity Investment | Equity Method Investment, Nonconsolidated Investee | Variable Interest Entity, Not Primary Beneficiary | |||
Schedule of Equity Method Investments [Line Items] | |||
Voting interest | 25.00% | ||
INNOViON Corporation | Equity Investment | Equity Method Investment, Nonconsolidated Investee | Variable Interest Entity, Not Primary Beneficiary | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity investment, ownership percentage | 93.80% | ||
Equity investment acquired | $ 51,500 | ||
Ascatron AB | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase consideration | $ 36,700 | ||
Acquisition related costs | $ 1,900 |
Other Acquisitions and Invest_4
Other Acquisitions and Investments - Preliminary Allocation of Purchase Price of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Aug. 20, 2020 | Jun. 30, 2020 |
Assets | |||
Goodwill | $ 1,254,338 | $ 1,239,009 | |
Ascatron AB | |||
Assets | |||
Developed technology | $ 20,000 | ||
Goodwill | 18,922 | ||
Other assets | 2,511 | ||
Total assets acquired | 41,433 | ||
Liabilities | |||
Non-interest bearing liabilities | (203) | ||
Deferred tax liabilities | (4,526) | ||
Total liabilities assumed | (4,729) | ||
Total Purchase Price | $ 36,704 |
Other Acquisitions and Invest_5
Other Acquisitions and Investments - Summary of Equity in Nonconsolidated Investment (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Schedule of Equity Method Investments [Line Items] | ||
Equity investment | $ 75,188 | $ 73,767 |
Equity Investment | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investment | $ 59,500 | $ 58,800 |
Equity Method Investment, Nonconsolidated Investee | Equity Investment | USA | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity investment, ownership percentage | 93.80% | |
Equity investment | $ 59,539,000 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Disaggregated Revenue by Market and Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 728,084 | $ 340,409 |
Unallocated & Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 22,051 |
Compound Semiconductors | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 230,357 | 177,001 |
Photonic Solutions | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 497,727 | 141,357 |
Commercial | Direct Ship Parts | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 674,843 | 292,584 |
Commercial | Direct Ship Parts | Unallocated & Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 22,051 |
Commercial | Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 7,876 | 6,703 |
Commercial | Services | Unallocated & Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
Commercial | Compound Semiconductors | Direct Ship Parts | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 180,915 | 130,188 |
Commercial | Compound Semiconductors | Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 4,077 | 5,691 |
Commercial | Photonic Solutions | Direct Ship Parts | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 493,928 | 140,345 |
Commercial | Photonic Solutions | Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,799 | 1,012 |
U.S. Government | Direct Ship Parts | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 36,488 | 37,082 |
U.S. Government | Direct Ship Parts | Unallocated & Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
U.S. Government | Services | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,877 | 4,040 |
U.S. Government | Services | Unallocated & Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
U.S. Government | Compound Semiconductors | Direct Ship Parts | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 36,488 | 37,082 |
U.S. Government | Compound Semiconductors | Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,877 | 4,040 |
U.S. Government | Photonic Solutions | Direct Ship Parts | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 0 | 0 |
U.S. Government | Photonic Solutions | Services | Operating Segments | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 0 | $ 0 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized related to customer payments | $ 9.7 |
Contract liabilities | $ 35.4 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 189,141 | $ 190,237 |
Work in progress | 308,788 | 298,577 |
Finished goods | 141,904 | 130,996 |
Inventories, Total | $ 639,833 | $ 619,810 |
Property Plant and Equipment (D
Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use asset | $ 25,000 | $ 25,000 |
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation | 1,886,529 | 1,853,361 |
Less accumulated depreciation | (667,954) | (638,589) |
Property, plant, and equipment, net | 1,218,575 | 1,214,772 |
Land and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 19,726 | 18,396 |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 387,696 | 345,736 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 1,339,809 | 1,352,835 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 114,298 | $ 111,394 |
Goodwill and Other Intangible -
Goodwill and Other Intangible - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance-beginning of period | $ 1,239,009 |
Goodwill acquired | 18,922 |
Finisar measurement period adjustments | (4,901) |
Foreign currency translation | 1,308 |
Balance-end of period | 1,254,338 |
Compound Semiconductors | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 1,052,494 |
Goodwill acquired | 0 |
Finisar measurement period adjustments | (4,901) |
Foreign currency translation | 1,557 |
Balance-end of period | 1,049,150 |
Photonic Solutions | |
Goodwill [Roll Forward] | |
Balance-beginning of period | 186,515 |
Goodwill acquired | 18,922 |
Finisar measurement period adjustments | 0 |
Foreign currency translation | (249) |
Balance-end of period | $ 205,188 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 945,105 | $ 924,477 |
Accumulated Amortization | (187,335) | (166,109) |
Net Book Value | 757,770 | 758,368 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 463,936 | 444,315 |
Accumulated Amortization | (77,782) | (68,048) |
Net Book Value | 386,154 | 376,267 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,489 | 22,369 |
Accumulated Amortization | (4,316) | (3,669) |
Net Book Value | 18,173 | 18,700 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 457,106 | 456,223 |
Accumulated Amortization | (103,663) | (92,822) |
Net Book Value | 353,443 | 363,401 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,574 | 1,570 |
Accumulated Amortization | (1,574) | (1,570) |
Net Book Value | $ 0 | $ 0 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 24, 2019 | |
Line of Credit Facility [Line Items] | ||||
Total debt | $ 1,530,146 | $ 2,255,342 | ||
Current portion of long-term debt | (62,050) | (69,250) | ||
Long-term debt, less current portion | $ 1,468,096 | 2,186,092 | ||
0.50% Convertible Senior Notes | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate | 0.50% | 0.50% | ||
Total debt, gross | $ 14,900 | |||
0.50% Convertible Senior Notes | Finisar Corporation | ||||
Line of Credit Facility [Line Items] | ||||
Total debt, gross | $ 14,888 | 14,888 | ||
0.25% Convertible Senior Note Due 2022 | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, interest rate | 0.25% | 0.25% | ||
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 | (27,281) | (30,688) | ||
Term A Loan Facility | ||||
Line of Credit Facility [Line Items] | ||||
Total debt, gross | $ 1,178,950 | 1,194,463 | ||
Term A Loan Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, rate added on variable rate | 2.00% | |||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Total debt, gross | $ 49,000 | 74,000 | ||
Revolving Credit Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, rate added on variable rate | 2.00% | |||
Term A Facility and Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Credit facility unamortized debt issuance costs | $ (30,411) | (32,174) | ||
Term B Loan Facility | ||||
Line of Credit Facility [Line Items] | ||||
Total debt, gross | 0 | 714,600 | ||
Credit facility unamortized debt issuance costs | $ 0 | $ (24,747) | ||
Term B Loan Facility | LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, rate added on variable rate | 3.50% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Sep. 24, 2019USD ($)d | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Oct. 23, 2019USD ($) | Aug. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | |||||||
Cash paid for interest | $ 7,615,000 | $ 1,702,000 | |||||
Available credit under lines of credit | $ 399,600,000 | $ 399,600,000 | |||||
Weighted average interest rate of total borrowings | 1.80% | 1.80% | 1.90% | ||||
0.25% Convertible Senior Note Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% | ||||
Aggregate principal amount | $ 345,000,000 | ||||||
Aggregate principal outstanding | $ 345,000,000 | $ 345,000,000 | $ 345,000,000 | ||||
Debt instrument, conversion ratio | 0.02125 | ||||||
Debt instrument conversion, conversion price per share (in usd per share) | $ / shares | $ 47.06 | $ 47.06 | |||||
Debt instrument conversion, If-converted value of notes | $ 297,400,000 | $ 346,200,000 | |||||
Effective interest rate | 4.50% | 4.50% | 4.50% | ||||
Unamortized discount amount | $ 23,800,000 | $ 23,800,000 | |||||
Amortization period | 3 years | 3 years | |||||
0.50% Finisar Convertible Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Redemption price percentage | 100.00% | ||||||
Debt instrument, interest rate | 0.50% | 0.50% | 0.50% | ||||
Aggregate principal amount | $ 560,100,000 | ||||||
Debt instrument, repurchase amount | $ 561,100,000 | ||||||
Aggregate principal outstanding | $ 14,900,000 | $ 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 | ||||||
Aggregate principal outstanding | 1,178,950,000 | 1,178,950,000 | $ 1,194,463,000 | ||||
Term A Loan Facility | Bank of America, N.A. | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 1,255,000,000 | ||||||
Debt agreement term | 5 years | ||||||
Redemption price percentage | 1.25% | ||||||
Term B Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 720,000,000 | ||||||
Debt agreement term | 7 years | ||||||
Cash paid for interest | 600,000 | ||||||
Debt issuance costs | 24,700,000 | ||||||
Aggregate principal outstanding | 0 | 0 | 714,600,000 | ||||
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal outstanding | $ 49,000,000 | $ 49,000,000 | $ 74,000,000 | ||||
Revolving Credit Facility | Bank of America, N.A. | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 450,000,000 | ||||||
Debt agreement term | 5 years | ||||||
Senior Credit Facilities | Fifth Fiscal Quarter Through Eighth Fiscal Quarter After Closing Date | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage ratio | 4.50 | ||||||
Senior Credit Facilities | Subsequent Fiscal Quarter | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage ratio | 4 | ||||||
Senior Credit Facilities | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest coverage ratio | 3 | ||||||
Senior Credit Facilities | Maximum | First Four Fiscal Quarters After Closing Date | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage ratio | 5 | ||||||
Senior Credit Facilities | Federal Funds Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 0.50% | ||||||
Senior Credit Facilities | Eurodollar | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.00% | ||||||
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 - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount and debt issuance costs including initial purchaser discount | $ 5,170 | $ 3,570 |
0.25% Convertible Senior Note Due 2022 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 0.25% | 0.25% |
0.25% contractual coupon | $ 220 | $ 220 |
Amortization of debt discount and debt issuance costs including initial purchaser discount | 3,407 | 3,255 |
Interest expense | $ 3,627 | $ 3,475 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate (benefit) expense, percent | 22.30% | 14.80% | |
U.S. statutory rate | 21.00% | ||
Unrecognized tax benefits | $ 40.5 | $ 42.8 | |
Liability for uncertainty in income taxes, current | 7.4 | ||
Liability for uncertain tax positions, noncurrent | 33.1 | ||
Unrecognized tax benefits that would impact effective tax rate | 37.7 | ||
Interest and penalties accrued | $ 3.6 | $ 3.8 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs, Including Short-Term Leases, Lease Term, and Discount Rates (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Finance Lease Cost | ||
Amortization of right-of-use assets | $ 417 | $ 417 |
Interest on lease liabilities | 323 | 337 |
Total finance lease cost | 740 | 754 |
Operating lease cost | 9,197 | 6,107 |
Sublease income | 368 | 0 |
Total lease cost | 9,569 | 6,861 |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||
Operating cash flows from finance leases | 323 | 337 |
Operating cash flows from operating leases | 8,631 | 5,940 |
Financing cash flows from finance leases | $ 274 | $ 243 |
Weighted-Average Remaining Lease Term (in Years) | ||
Finance leases | 11 years 3 months 18 days | |
Operating leases | 7 years | |
Weighted-Average Discount Rate | ||
Finance Leases | 5.60% | |
Operating Leases | 7.10% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Including Short Term Leases (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Operating Leases | |
Year 1 | $ 31,818 |
Year 2 | 25,589 |
Year 3 | 22,333 |
Year 4 | 19,431 |
Year 5 | 16,795 |
Thereafter | 49,196 |
Total Minimum lease payments | 165,162 |
Less: amount representing interest | 41,454 |
Operating lease liabilities | 123,708 |
Finance Leases | |
Year 1 | 2,436 |
Year 2 | 2,503 |
Year 3 | 2,572 |
Year 4 | 2,642 |
Year 5 | 2,715 |
Thereafter | 18,735 |
Total minimum lease payments | 31,603 |
Less: amount representing interest | 8,429 |
Finance lease liabilities | 23,174 |
Total | |
Year 1 | 34,254 |
Year 2 | 28,092 |
Year 3 | 24,905 |
Year 4 | 22,073 |
Year 5 | 19,510 |
Thereafter | 67,931 |
Total minimum lease payments | 196,765 |
Less: amounts representing interest | 49,883 |
Present value of total lease liabilities | $ 146,882 |
Equity (Details)
Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 07, 2020 | Jul. 02, 2020 | Sep. 30, 2020 |
Class of Stock [Line Items] | |||
Preferred stock, dividend rate, percentage | 6.00% | ||
Preferred stock, par value (n usd per share) | $ 0 | ||
Accrued dividends | $ 6,440 | ||
Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Proceeds from stock offering | $ 60,000 | ||
Series A Mandatory Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Sale of stock, shares issued (in shares) | 2,300,000 | ||
Convertible Preferred Stock, right to convert, into common stock (in shares) | 1 | ||
Mandatory Convertible Preferred Stock, holder, days after effective date of change | 20 days | ||
Series A Mandatory Convertible Preferred Stock | Underwritten Public Offering | |||
Class of Stock [Line Items] | |||
Sale of stock, shares issued (in shares) | 2,000,000 | ||
Preferred stock, dividend rate, percentage | 6.00% | ||
Preferred stock, par value (n usd per share) | $ 0 | ||
Proceeds from stock offering | $ 400,000 | ||
Series A Mandatory Convertible Preferred Stock | Underwritten Public Offering | Maximum | |||
Class of Stock [Line Items] | |||
Convertible preferred stock, shares issued upon conversion (in shares) | 4.6512 | ||
Series A Mandatory Convertible Preferred Stock | Underwritten Public Offering | Minimum | |||
Class of Stock [Line Items] | |||
Convertible preferred stock, shares issued upon conversion (in shares) | 3.8760 | ||
Series A Mandatory Convertible Preferred Stock | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Sale of stock, shares issued (in shares) | 300,000 | ||
Proceeds from stock offering | $ 60,000 | ||
Option to purchase additional shares, period | 30 days | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Sale of stock, shares issued (in shares) | 10,700,000 | ||
Common Stock | Underwritten Public Offering | |||
Class of Stock [Line Items] | |||
Sale of stock, shares issued (in shares) | 9,302,235 | ||
Sale of stock, price per share (in usd per share) | $ 43 | ||
Common Stock | Over-Allotment Option | |||
Class of Stock [Line Items] | |||
Sale of stock, shares issued (in shares) | 1,395,335 |
Equity - Dividends (Details)
Equity - Dividends (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2020USD ($)$ / shares |
Class of Stock [Line Items] | |
Dividends per share (in usd per share) | $ / shares | $ 2.80 |
Series A Mandatory Convertible Preferred Stock dividends ($000) | $ | $ 6,440 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||
Net earnings (loss) | $ 46,266 | $ (25,998) |
Series A Mandatory Convertible Preferred Stock Dividends | (6,440) | 0 |
Net Earnings (Loss) available to the Common Shareholders | 39,826 | (25,998) |
Diluted earnings (loss) available to common shareholders | $ 39,826 | $ (25,998) |
Denominator | ||
Weighted average shares (in shares) | 102,809 | 65,969 |
Common stock equivalents (in shares) | 2,438 | 0 |
Diluted weighted average common shares (in shares) | 105,247 | 65,969 |
Basic earnings (loss) per common share (in usd per share) | $ 0.39 | $ (0.39) |
Diluted earnings (loss) per common share (in usd per share) | $ 0.38 | $ (0.39) |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 24, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 18,261 | 9,557 | |
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% | |
0.50% Finisar Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Debt instrument, interest rate | 0.50% | 0.50% | |
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 10,425 | 0 | |
Common Stock Equivalents | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 430 | 2,036 | |
Convertible Debt Securities | 0.25% Convertible Senior Note Due 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 7,331 | 7,331 | |
Convertible Debt Securities | 0.50% Finisar Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares (in shares) | 75 | 190 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2020Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 2 |
Segment Reporting - Financial I
Segment Reporting - Financial Information of Company's Operation by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Jun. 30, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | $ 728,084 | $ 340,409 | |
Inter-segment revenues | 0 | 0 | |
Operating income (loss) | 101,130 | (18,475) | |
Interest expense | (17,214) | (6,968) | |
Other income (expense), net | (24,339) | (5,079) | |
Income taxes | (13,311) | 4,524 | |
Net earnings (loss) | 46,266 | (25,998) | |
Depreciation and amortization | 64,685 | 26,948 | |
Expenditures for property, plant & equipment | 33,792 | 25,636 | |
Segment assets | 5,470,619 | $ 5,234,714 | |
Goodwill | 1,254,338 | 1,239,009 | |
Unallocated & Other | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 0 | 22,051 | |
Inter-segment revenues | (74,303) | (16,583) | |
Operating income (loss) | 0 | (58,019) | |
Interest expense | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income taxes | 0 | 0 | |
Net earnings (loss) | 0 | 0 | |
Depreciation and amortization | 0 | 3,743 | |
Expenditures for property, plant & equipment | 0 | 2,764 | |
Segment assets | 0 | ||
Goodwill | 0 | ||
Photonic Solutions | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 205,188 | 186,515 | |
Photonic Solutions | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 497,727 | 141,357 | |
Inter-segment revenues | 7,216 | 2,650 | |
Operating income (loss) | 50,435 | 13,024 | |
Interest expense | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income taxes | 0 | 0 | |
Net earnings (loss) | 0 | 0 | |
Depreciation and amortization | 38,687 | 6,816 | |
Expenditures for property, plant & equipment | 21,234 | 9,389 | |
Segment assets | 3,586,125 | ||
Goodwill | 1,049,150 | ||
Compound Semiconductors | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 1,049,150 | $ 1,052,494 | |
Compound Semiconductors | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 230,357 | 177,001 | |
Inter-segment revenues | 67,087 | 13,933 | |
Operating income (loss) | 50,695 | 26,521 | |
Interest expense | 0 | 0 | |
Other income (expense), net | 0 | 0 | |
Income taxes | 0 | 0 | |
Net earnings (loss) | 0 | 0 | |
Depreciation and amortization | 25,998 | 16,389 | |
Expenditures for property, plant & equipment | 12,558 | $ 13,483 | |
Segment assets | 1,884,494 | ||
Goodwill | $ 205,188 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - shares | Nov. 08, 2018 | Sep. 30, 2020 |
Restricted Stock Units | Finisar Corporation | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Assumed from acquisition (in shares) | 6,600,000 | |
Omnibus Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock authorized for issuance under the Plan (in shares) | 3,550,000 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense by Award Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | $ 15,502 | $ 16,160 |
Stock options and cash-based stock appreciation rights | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share based compensation expense | 1,920 | 1,670 |
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 | 10,110 | 12,731 |
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 | $ 3,472 | $ 1,759 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Jul. 31, 2022 | Sep. 30, 2020 | Nov. 24, 2019 | Sep. 30, 2019 | Sep. 24, 2019 |
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% | |||
0.50% 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% | ||||
Derivative liability | $ (44,600,000) | ||||
Interest Rate Swap | Scenario Forecast | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 825,000,000 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value and Carrying Value of II-VI Notes and Finisar Notes (Detail) $ in Thousands | Sep. 30, 2020USD ($) |
0.25% Convertible Senior Note Due 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes fair value | $ 390,619 |
Convertible notes carrying value | 317,719 |
Finisar Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes fair value | 13,734 |
Convertible notes carrying value | $ 14,888 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Detail) - USD ($) | 3 Months Ended | 74 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Aug. 31, 2014 | |
Equity [Abstract] | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||
Purchase of common stock, shares (in shares) | 0 | 1,416,587 | |
Common stock repurchased | $ 22,300,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax (Detail) $ in Thousands | 3 Months Ended |
Sep. 30, 2020USD ($) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | $ 2,076,803 |
Other comprehensive income before reclassifications | 35,524 |
Amounts reclassified from AOCI | (555) |
Net current-period other comprehensive income | 34,969 |
Ending Balance | 3,046,677 |
Foreign Currency Translation Adjustment | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (31,596) |
Other comprehensive income before reclassifications | 35,524 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income | 35,524 |
Ending Balance | 3,928 |
Interest Rate Swap | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (44,085) |
Other comprehensive income before reclassifications | 0 |
Amounts reclassified from AOCI | (555) |
Net current-period other comprehensive income | (555) |
Ending Balance | (44,640) |
Defined Benefit Pension Plan | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (11,702) |
Other comprehensive income before reclassifications | 0 |
Amounts reclassified from AOCI | 0 |
Net current-period other comprehensive income | 0 |
Ending Balance | (11,702) |
Accumulated Other Comprehensive Income (Loss) | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |
Beginning Balance | (87,383) |
Ending Balance | $ (52,414) |