Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2021 | Aug. 16, 2021 | Dec. 31, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2021 | ||
Current Fiscal Year End Date | --06-30 | ||
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 Blvd. | ||
Entity Address, City or Town | Saxonburg | ||
Entity Address, State or Province | PA | ||
Entity Address, Postal Zip Code | 16056 | ||
City Area Code | 724 | ||
Local Phone Number | 352-4455 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 7,871,289,598 | ||
Entity Common Stock, Shares Outstanding | 105,718,326 | ||
Entity Central Index Key | 0000820318 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement, which will be issued in connection with the 2021 Annual Meeting of Shareholders of II-VI Incorporated, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Common Stock, no par | |||
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, no par value | |||
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 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 1,591,892 | $ 493,046 |
Accounts receivable - less allowance for doubtful accounts of $924 at June 30, 2021 and $1,698 at June 30, 2020 | 658,962 | 598,124 |
Inventories | 695,828 | 619,810 |
Prepaid and refundable income taxes | 13,095 | 12,279 |
Prepaid and other current assets | 67,617 | 65,710 |
Total Current Assets | 3,027,394 | 1,788,969 |
Property, plant & equipment, net | 1,242,906 | 1,214,772 |
Goodwill | 1,296,727 | 1,239,009 |
Other intangible assets, net | 718,460 | 758,368 |
Deferred income taxes | 33,498 | 22,938 |
Other assets | 193,665 | 210,658 |
Total Assets | 6,512,650 | 5,234,714 |
Current Liabilities | ||
Current portion of long-term debt | 62,050 | 69,250 |
Accounts payable | 294,486 | 268,773 |
Accrued compensation and benefits | 181,491 | 157,557 |
Operating lease current liabilities | 25,358 | 24,634 |
Accrued income taxes payable | 20,295 | 33,341 |
Other accrued liabilities | 145,909 | 119,338 |
Total Current Liabilities | 729,589 | 672,893 |
Long-term debt | 1,313,091 | 2,186,092 |
Deferred income taxes | 73,962 | 45,551 |
Operating lease liabilities | 125,541 | 94,701 |
Other liabilities | 138,119 | 158,674 |
Total Liabilities | 2,380,302 | 3,157,911 |
Series B redeemable convertible preferred stock, no par value, 5% cumulative; authorized - 215,000 shares; issued - 75,000 shares at June 30, 2021, redemption value - $759,583 | 726,178 | 0 |
Shareholders' Equity | ||
Series A preferred stock, no par value, 6% cumulative; authorized - 5,000,000 shares; issued - 2,300,000 shares at June 30, 2021 | 445,319 | 0 |
Common stock, no par value; authorized - 300,000,000 shares; issued - 119,126,585 shares at June 30, 2021; issued - 105,916,068 shares at June 30, 2020 | 2,028,273 | 1,486,947 |
Accumulated other comprehensive income (loss) | 14,267 | (87,383) |
Retained earnings | 1,136,777 | 876,552 |
Shareholders' equity excluding treasury stock | 3,624,636 | 2,276,116 |
Treasury stock, at cost - 13,640,555 shares at June 30, 2021 and 13,356,447 shares at June 30, 2020 | (218,466) | (199,313) |
Total Shareholders' Equity | 3,406,170 | 2,076,803 |
Total Liabilities, Mezzanine Equity and Shareholders' Equity | $ 6,512,650 | $ 5,234,714 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts receivable, allowance for doubtful accounts | $ 924,000 | $ 1,698,000 |
Preferred stock, par value (in usd per share) | $ 0 | $ 0 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
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) | 119,126,585 | 105,916,068 |
Treasury stock (in shares) | 13,640,555 | 13,356,447 |
Preferred Shares | ||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0 | |
Redeemable convertible preferred stock, cumulative percentage | 5.00% | |
Redeemable convertible preferred stock, shares authorized (in shares) | 215,000 | |
Redeemable convertible preferred stock, shares issued (in shares) | 75,000 | |
Redeemable convertible preferred stock, redemption value | $ 759,583 | |
Series A Preferred Stock | ||
Preferred stock, dividend rate, percentage | 6.00% | |
Preferred stock, shares issued (in shares) | 2,300,000 |
Consolidated Statements of Earn
Consolidated Statements of Earnings (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 3,105,891 | $ 2,380,071 | $ 1,362,496 |
Costs, Expenses and Other Expense (Income) | |||
Cost of goods sold | 1,889,678 | 1,560,521 | 841,147 |
Internal research and development | 330,105 | 339,073 | 139,163 |
Selling, general and administrative | 483,989 | 440,998 | 233,518 |
Interest expense | 59,899 | 89,409 | 22,417 |
Other expense (income), net | (10,370) | 13,998 | (2,562) |
Total Costs, Expenses and Other Expense (Income) | 2,753,301 | 2,443,999 | 1,233,683 |
Earnings (loss) before income taxes | 352,590 | (63,928) | 128,813 |
Income taxes | 55,038 | 3,101 | 21,296 |
Net Earnings (Loss) | 297,552 | (67,029) | 107,517 |
Less: Dividends on Preferred Stock | 37,231 | 0 | 0 |
Net Earnings (Loss) available to the Common Shareholder | $ 260,321 | $ (67,029) | $ 107,517 |
Basic Earnings (Loss) Per Share (in usd per share) | $ 2.50 | $ (0.79) | $ 1.69 |
Diluted Earnings (Loss) Per Share (in usd per share) | $ 2.37 | $ (0.79) | $ 1.63 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings (loss) | $ 297,552 | $ (67,029) | $ 107,517 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 86,991 | (15,969) | (14,319) |
Change in fair value of interest rate swap, net of taxes of $3,372 and $0 for the years ended June 30, 2021 and 2020, respectively | 12,312 | (44,085) | 0 |
Pension adjustment, net of taxes of $576, ($851) and ($1,642) for the years ended June 30, 2021, 2020, and 2019, respectively | 2,347 | (3,108) | (6,122) |
Other comprehensive income (loss) | 101,650 | (63,162) | (20,441) |
Comprehensive income (loss) | $ 399,202 | $ (130,191) | $ 87,076 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Change in fair value of interest rate swap, taxes | $ 3,372 | $ 0 | |
Pension adjustment, taxes | $ 576 | $ (851) | $ (1,642) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Preferred Shares | Common Stock | Preferred Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock |
Beginning Balance, shares (in shares) at Jun. 30, 2018 | 75,693,000 | 0 | (12,396,000) | ||||
Beginning Balance at Jun. 30, 2018 | $ 1,024,311 | $ 351,761 | $ 0 | $ (3,780) | $ 836,064 | $ (159,734) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based and deferred compensation activities (in shares) | (622,000) | (158,000) | |||||
Share-based and deferred compensation activities | 23,438 | $ 30,662 | $ (7,224) | ||||
Purchases of treasury stock (in shares) | (50,000) | ||||||
Purchases of treasury stock | (1,616) | $ (1,616) | |||||
Net earnings (loss) | 107,517 | 107,517 | |||||
Foreign currency translation adjustments | (14,319) | (14,319) | |||||
Change in fair value of interest rate swap | 0 | ||||||
Pension adjustment, net of taxes | (6,122) | (6,122) | |||||
Ending Balance, shares (in shares) at Jun. 30, 2019 | 76,315,000 | 0 | (12,604,000) | ||||
Ending Balance at Jun. 30, 2019 | 1,133,209 | $ 382,423 | $ 0 | (24,221) | 943,581 | $ (168,574) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based and deferred compensation activities (in shares) | (2,888,000) | (702,000) | |||||
Share-based and deferred compensation activities | $ 87,703 | $ 116,817 | $ (29,114) | ||||
Purchases of treasury stock (in shares) | (50,000) | (50,000) | |||||
Purchases of treasury stock | $ (1,625) | $ (1,625) | |||||
Shares issued related to Finisar acquisition (in shares) | 26,713,000 | ||||||
Shares issued related to Finisar acquisition | 987,707 | $ 987,707 | |||||
Net earnings (loss) | (67,029) | (67,029) | |||||
Foreign currency translation adjustments | (15,969) | (15,969) | |||||
Change in fair value of interest rate swap | (44,085) | (44,085) | |||||
Pension adjustment, net of taxes | (3,108) | (3,108) | |||||
Ending Balance, shares (in shares) at Jun. 30, 2020 | 105,916,000 | 0 | (13,356,000) | ||||
Ending Balance at Jun. 30, 2020 | 2,076,803 | $ 1,486,947 | $ 0 | (87,383) | 876,552 | $ (199,313) | |
Ending balance (in shares) at Jun. 30, 2020 | 0 | ||||||
Ending balance at Jun. 30, 2020 | 0 | $ 0 | |||||
Mezzanine Equity | |||||||
Beginning balance (in shares) | 0 | ||||||
Share-based and deferred compensation activities (in shares) | (2,512,000) | (284,000) | |||||
Share-based and deferred compensation activities | $ 83,584 | $ 102,737 | $ (19,153) | ||||
Purchases of treasury stock (in shares) | (1,416,587) | ||||||
Purchases of treasury stock | $ (22,000) | ||||||
Net earnings (loss) | 297,552 | 297,552 | |||||
Stock issues in underwritten public offering (in shares) | 10,698,000 | 2,300,000 | |||||
Shares issued in underwritten public offering | 883,908 | $ 438,589 | $ 445,319 | ||||
Accretion to redemption value of Series B shares issued in March 2021 | (508) | (508) | |||||
Foreign currency translation adjustments | 86,991 | 86,991 | |||||
Change in fair value of interest rate swap | 12,312 | 12,312 | |||||
Pension adjustment, net of taxes | 2,347 | 2,347 | |||||
Dividends | (36,819) | (36,819) | |||||
Ending Balance, shares (in shares) at Jun. 30, 2021 | 119,127,000 | 2,300,000 | (13,640,000) | ||||
Ending Balance at Jun. 30, 2021 | 3,406,170 | $ 2,028,273 | $ 445,319 | $ 14,267 | $ 1,136,777 | $ (218,466) | |
Mezzanine Equity | |||||||
Series B shares issued in March 2021 (in shares) | 75,000 | ||||||
Series B shares issued in March 2021 | $ 716,087 | ||||||
Accretion to redemption value of Series B shares issued in March 2021 | 508 | ||||||
Dividends | $ 9,583 | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 75,000 | ||||||
Ending balance at Jun. 30, 2021 | $ 726,178 | $ 726,178 | |||||
Mezzanine Equity | |||||||
Beginning balance (in shares) | 75,000 |
Consolidated Statement of Share
Consolidated Statement of Shareholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Pension adjustment, taxes | $ 576 | $ (851) | $ (1,642) |
Change in fair value of interest rate swap, taxes | $ 3,372 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash Flows from Operating Activities | |||
Net Earnings (Loss) | $ 297,552 | $ (67,029) | $ 107,517 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation | 187,803 | 156,690 | 75,745 |
Amortization | 82,266 | 64,192 | 16,620 |
Share-based compensation expense | 70,953 | 68,480 | 21,946 |
Amortization of discount on convertible debt and debt issuance costs | 20,732 | 22,150 | 12,550 |
Debt extinguishment expense | 24,747 | 3,960 | 0 |
Losses (gains) on disposals of property, plant and equipment | 2,537 | (1,461) | 0 |
Losses on foreign currency remeasurements and transactions | 5,545 | 14,442 | 3,155 |
Earnings from equity investments | (14,246) | (2,775) | (3,214) |
Deferred income taxes | (371) | (42,454) | (10,462) |
Impairment of investment | 0 | 4,980 | 0 |
Increase (decrease) in cash from changes in (net of effects of acquisitions): | |||
Accounts receivable | (51,697) | (91,981) | (50,764) |
Inventories | (44,645) | 112,572 | (36,392) |
Accounts payable | 2,266 | 45,026 | 15,999 |
Income taxes | (18,086) | 40,061 | 366 |
Accrued compensation and benefits | 23,934 | 0 | 0 |
Other operating net assets (liabilities) | (14,937) | (29,561) | 25,409 |
Net cash provided by operating activities | 574,353 | 297,292 | 178,475 |
Cash Flows from Investing Activities | |||
Additions to property, plant & equipment | (146,337) | (136,877) | (137,122) |
Purchases of businesses, net of cash acquired | (34,394) | (1,036,609) | (83,067) |
Other investing activities | 7,774 | (5,804) | (3,787) |
Net cash used in investing activities | (172,957) | (1,179,290) | (223,976) |
Cash Flows from Financing Activities | |||
Proceeds from issuance of common shares | 460,000 | 0 | 0 |
Payment of Finisar Notes | 0 | (560,112) | 0 |
Payments on borrowings under Term Loan, Credit Facilities and Other Loans | 0 | (176,618) | (135,000) |
Payments on borrowings under Revolving Credit Facility | (74,000) | (86,000) | 0 |
Debt issuance costs | 0 | (63,510) | (5,589) |
Equity issuance costs | (58,596) | 0 | 0 |
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan | 32,360 | 13,467 | 8,698 |
Common stock repurchases | 0 | (1,625) | (1,616) |
Payments in satisfaction of employees' minimum tax obligations | (19,701) | (28,700) | (7,092) |
Payment of dividends | (20,319) | 0 | 0 |
Other financing activities | (2,367) | (2,339) | (4,524) |
Net cash provided by financing activities | 675,727 | 1,173,625 | 4,877 |
Effect of exchange rate changes on cash and cash equivalents | 21,723 | (3,453) | (1,542) |
Net increase (decrease) in cash and cash equivalents | 1,098,846 | 288,174 | (42,166) |
Cash and Cash Equivalents at Beginning of Period | 493,046 | 204,872 | 247,038 |
Cash and Cash Equivalents at End of Period | 1,591,892 | 493,046 | 204,872 |
Non cash transactions: | |||
Additions to property, plant & equipment included in accounts payable | 32,028 | 21,801 | 10,986 |
Revolving Credit Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings under Credit Facility | 0 | 160,000 | 0 |
Prior Credit Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings under Credit Facility | 0 | 10,000 | 150,000 |
Term A Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings of Term Facility | 0 | 1,241,000 | 0 |
Payments on borrowings under Term Loan, Credit Facilities and Other Loans | (137,050) | (46,538) | 0 |
Term B Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings of Term Facility | 0 | 720,000 | 0 |
Payments on borrowings under Term Loan, Credit Facilities and Other Loans | (714,600) | (5,400) | 0 |
Series A Preferred Stock | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred shares | 460,000 | 0 | 0 |
Series B Preferred Stock | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred shares | $ 750,000 | $ 0 | $ 0 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Jun. 30, 2021 |
0.25% Convertible Senior Note Due 2022 | |
Debt instrument, interest rate | 0.25% |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Nature of Business and Summary of Significant Accounting Policies Nature of Business. II-VI Incorporated and its subsidiaries (the “Company,” “we,” “us,” or “our”), a global leader in engineered materials and optoelectronic components and devices, is a vertically-integrated manufacturing company that develops, manufactures and markets engineered materials and optoelectronic components and devices for precision use in industrial materials processing, optical communications, aerospace and defense, consumer electronics, semiconductor capital equipment, life sciences and automotive applications. The Company markets its products through its direct sales force and through distributors and agents. The Company uses certain uncommon materials and compounds to manufacture its products. Some of these materials are available from only one proven outside source. The continued high quality of these materials is critical to the stability of the Company’s manufacturing yields. The Company has not experienced significant production delays due to a shortage of materials. However, the Company does occasionally experience problems associated with vendor-supplied materials not meeting specifications for quality or purity. A significant failure of the Company’s suppliers to deliver sufficient quantities of necessary high-quality materials on a timely basis could have a material adverse effect on the Company’s results of operations. 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. The Company is 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 II-VI operates. At the onset of the COVID-19 outbreak, the Company began focusing intensely on mitigating the adverse impacts of COVID-19 on foreign and domestic operations starting by protecting its employees, suppliers and customers. Principles of Consolidation. The Consolidated Financial Statements include the accounts of the Company. All intercompany transactions and balances have been eliminated. Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation. For all foreign subsidiaries whose functional currency is not the U.S. dollar, the functional currency is the local currency. Assets and liabilities of those operations are translated into U.S. dollars using period-end exchange rates while income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss) within shareholders’ equity in the accompanying Consolidated Balance Sheets. Cash and Cash Equivalents. The Company considers highly liquid investment instruments with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents with high credit quality financial institutions and to date have not experienced credit losses in these instruments. Accounts Receivable. The Company makes estimates evaluating its allowance for doubtful accounts. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience, current market conditions and any specific customer collection issues that it has identified. Inventories. Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs include material, labor and manufacturing overhead. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. The Company generally records a reduction to the carrying value of inventory as a charge against earnings for all products on hand more than 12 to 24 months, depending on the nature of the products that have not been sold to customers or cannot be further manufactured for sale to alternative customers. An additional charge may be recorded for product on hand that is in excess of product sold to customers over the same periods noted above. Property, Plant and Equipment. Property, plant and equipment are carried at cost or fair value upon acquisition. Major improvements are capitalized, while maintenance and repairs are generally expensed as incurred. The Company reviews its property, plant and equipment and other long-lived assets for impairment whenever events or circumstances indicate that the carrying amounts may not be recoverable. Depreciation on property, plant and equipment and amortization on finance lease right-of-use assets for financial reporting purposes is computed primarily by the straight-line method over the estimated useful lives for building, building improvements and land improvements of 10 to 20 years and 3 to 20 years for machinery and equipment. Leases. Leases are recognized under Accounting Standards Codification 842, Leases. The Company determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate in determining the present value of lease payments, unless the implicit rate is readily determinable. If lease terms include options to extend or terminate the lease, the ROU asset and lease liability are measured based on the reasonably certain decision. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of leased assets for which the Company is the lessee. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the Consolidated Statements of Earnings (Loss), lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. Some leasing arrangements require variable payments that are dependent upon usage or output, or may vary for other reasons, such as insurance or tax payments. Variable lease payments are recognized as incurred and are not presented as part of the ROU asset or lease liability. See Note 13 for additional information. Business Combinations. The Company accounts for business acquisitions by establishing the acquisition-date fair value as the measurement for all assets acquired and liabilities assumed. Certain provisions of U.S. GAAP prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. On August 20, 2020, the Company acquired all of the outstanding shares of Ascatron AB ("Ascatron"), located in Sweden and on October 1, 2020, the Company acquired the remaining 6.1% interest in INNOViON Corporation ("Innovion"). Refer to Note 4 Acquisitions for further information regarding the Innovion and Ascatron acquisitions. Goodwill. The excess purchase price over the fair value allocated to identifiable tangible and intangible net assets of businesses acquired is reported as goodwill in the accompanying Consolidated Balance Sheets. The Company tests goodwill for impairment at least annually as of April 1, or when events or changes in circumstances indicate that goodwill might be impaired. The evaluation of impairment involves comparing the current fair value of the Company’s reporting units to the recorded value (including goodwill). The Company uses a discounted cash flow (“DCF”) model and/or a market analysis to determine the fair value of its reporting units. A number of assumptions and estimates are involved in estimating the forecasted cash flows used in the DCF model, including markets and market shares, sales volume and pricing, costs to produce, working capital changes and income tax rates. Management considers historical experience and all available information at the time the fair values of the reporting units are estimated. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has the option to perform a qualitative assessment of goodwill prior to completing the quantitative assessment described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. If the Company concludes that this is the case, it must perform the quantitative assessment. Otherwise, the Company will forego the quantitative assessment and does not need to perform any further testing. As of April 1 of fiscal years 2021 and 2020, the Company completed its annual impairment tests of its reporting units using the quantitative assessment. Based on the results of these analyses the Company’s goodwill was not impaired. Intangibles. Intangible assets are initially recorded at their cost or fair value upon acquisition. Finite-lived intangible assets are amortized for financial reporting purposes using the straight-line method over the estimated useful lives of the assets ranging from 3 to 20 years. Indefinite-lived intangible assets are not amortized but tested annually for impairment at April 1, or when events or changes in circumstances indicate that indefinite-lived intangible assets might be impaired. Investments in Other Entities. In the normal course of business, the Company enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by the Company in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. The Company determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if the Company is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When the Company is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest. The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over or holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for under ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. If an entity fails to meet the characteristics of a VIE, management then evaluates such entity under the voting model. Under the voting model, management consolidates the entity if they determine that the Company, directly or indirectly, has greater than 50% of the voting shares and determines that other equity holders do not have substantive participating rights. Series A Mandatory Convertible Preferred Stock . The II-VI Series A Mandatory Convertible Preferred Stock is initially measured at fair value, less underwriting discounts and commissions and offering expenses paid by the Company. The Preferred Stock’s dividends are cumulative, at 6% per annum. Series B Convertible Preferred Stock. The II-VI Series B-1 Convertible Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a ten-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings Available to the Common Shareholder. Commitments and Contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Such accruals are adjusted as further information develops or circumstances change. Our customers may discover defects in our products after the products have been fully deployed and operated under peak stress conditions. If we are unable to correct defects or other problems, we could experience, among other things, loss of customers, increased costs of product returns and warranty expenses, damage to our brand reputation, failure to attract new customers or achieve market acceptance, diversion of development and engineering resources, or legal action by our customers. The Company had no material loss contingency liabilities at June 30, 2021 related to commitments and contingencies. Income Taxes. Deferred income tax assets and liabilities are determined based on the differences between the Consolidated Financial Statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount more likely than not to be realized. The Company’s accounting policy is to apply acquired deferred tax liabilities to pre-existing deferred tax assets before evaluating the need for a valuation allowance for acquired deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The amount of unrecognized tax benefits is adjusted for changes in facts and circumstances. For example, adjustments could result from significant amendments to existing tax law and the issuance of regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. The Company believes that its estimates for uncertain tax positions are appropriate and sufficient to pay assessments that may result from examinations of its tax returns. The Company recognizes both accrued interest and penalties related to unrecognized tax benefits in income tax expense. Revenue Recognition. Revenue is recognized under Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606), when or as obligations under the terms of a contract with the Company’s customer have been satisfied and control has transferred to the customer. The Company has elected the practical expedient to exclude all taxes from the measurement of the transaction price. For contracts with commercial customers, which comprise the majority of the Company’s performance obligations, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. The majority of contracts typically require payment within 30 to 90 days after transfer of ownership to the customer. Contracts with the U.S. government through its prime contractors are typically for products or services with no alternative future use to the Company with an enforceable right to payment for performance completed to date, whereas commercial contracts typically have alternative use. Customized products with no alternative future use to the Company with an enforceable right to payment for performance completed to date are recorded over time utilizing the output method of units delivered. The Company considers this to be a faithful depiction of the transfer to the customer of revenue over time due to short cycle time and immaterial work-in-process balances. The majority of contracts typically require payment within 30 to 90 days after transfer of ownership to the customer. Service revenue includes repairs, non-recurring engineering, tolling arrangements and installation. Repairs, tolling and installation activities are usually completed in a short period of time (normally less than one month) and therefore recorded at a point in time when the services are completed. Non-recurring engineering arrangements are typically recognized over time under the time and material practical expedient, as the entity has a right to consideration from a customer, in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The majority of contracts typically require payment within 90 days. The Company's revenue recognition policy is consistently applied across the Company's segments, product lines, services, and geographical locations. For the periods covered herein, the Company measures revenue based on the amount of consideration it expects to be entitled to in exchange for products or services, reduced by the amount of variable consideration related to products expected to be returned. The Company determines variable consideration, which primarily consists of product returns and distributor sales price reductions resulting from price protection agreements, by estimating the impact of such reductions based on historical analysis of such activity. Under ASC 606, the Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. The Company has elected to recognize the costs for freight and shipping when control over products has transferred to the customer as an expense in cost of goods sold. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of future returns, based on historical experience. The Company offers an assurance-type limited warranty that products will be free from defects in materials and workmanship. The Company establishes an accrual for estimated warranty expenses at the time revenue is recognized. The warranty is typically one year, although can be longer periods for certain products, and is limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. The Company believes that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows. See Note 5. Revenue from Contracts with Customers. Research and Development . Research and development expenses include salaries, contractor and consultant fees, supplies and materials, as well as costs related to other overhead such as depreciation, facilities, utilities and other departmental expenses. The costs we incur with respect to internally developed technology, including allocations of our wafer fabrication and other manufacturing facilities and resources utilized to support R&D programs, are included in research and development expenses as incurred. Share-Based Compensation. Share-based compensation arrangements require the recognition in net earnings (loss) of the grant date fair value of stock compensation (for equity-classified awards). The Company recognizes the share-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period, net of forfeitures. The estimated annualized forfeitures are based on the Company’s historical experience of pre-vesting cancellations. The Company will record additional expense in future periods if the actual forfeiture rate is lower than estimated, and will adjust expense in future periods if the actual forfeitures are higher than estimated. Accumulated Other Comprehensive Income (Loss). Accumulated other comprehensive income (loss) is a measure of all changes in shareholders’ equity that result from transactions and other economic events in the period other than transactions with owners. Accumulated other comprehensive income (loss) is a component of shareholders’ equity and consists of accumulated foreign currency translation adjustments, changes in the fair value of interest rate swap derivative instruments, and pension adjustments. Fair Value Measurements. The Company applies fair value accounting for all financial assets and liabilities that are required to be recognized or disclosed at fair value in the Consolidated Financial Statements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact, and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [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 consolidated financial statements. Pronouncements Currently Under Evaluation In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06"). The update simplifies the accounting for convertible instruments by eliminating two accounting models (i.e., the cash conversion model and beneficial conversion feature model) and reducing the number of embedded conversion features that could be recognized separately from the host contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. ASC 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. We plan to adopt this ASU as of July 1, 2021. We estimate the impact of adopting ASU 2020-06 will result in an increase in net debt of $15 million, a decrease in the deferred tax liability of $3 million, a decrease in common stock of $56 million, and an increase in retained earnings of $45 million. The adoption will result in a decrease of interest expense of approximately $12 million in fiscal year 2022. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is in the process of evaluating the impact of the pronouncement. |
Pending Coherent Acquisitions
Pending Coherent Acquisitions | 12 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Pending Coherent Acquisition | Pending Coherent Acquisition On March 25, 2021, II-VI, Coherent, Inc., and Watson Merger Sub Inc., a wholly owned subsidiary of II-VI (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, Merger Sub will be merged with and into Coherent, and Coherent will continue as the surviving corporation in the merger and wholly owned subsidiary of II-VI (the “Merger”). Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each share of common stock of Coherent, par value $0.01 per share (the “Coherent Common Stock”), issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into the right to receive the following consideration (collectively, the “Merger Consideration”): (A) $220.00 in cash, without interest (the “Cash Consideration”), and (B) 0.91 of a validly issued, fully paid and nonassessable share of common stock of II-VI, no par value per share (“II-VI Common Stock”) Pursuant to the terms of the Merger Agreement, each Coherent restricted stock unit award (a “Coherent RSU”), other than Director RSUs (as defined below), outstanding immediately prior to the Effective Time will be automatically converted into time-based restricted stock units denominated in shares of II-VI Common Stock entitling the holder to receive, upon settlement, a number of shares of II-VI Common Stock equal to the number of shares of Coherent Common Stock subject to the Coherent RSU multiplied by the sum of (A) 0.91, and (B) the quotient obtained by dividing the Cash Consideration by the volume weighted average price of a share of II-VI Common Stock for a 10 trading day period ending prior to the closing of the Merger (the “Closing”). For Coherent RSUs subject to performance-based vesting conditions and metrics, the number of shares of II-VI Common Stock subject to the converted Coherent RSUs will be determined after giving effect to the Coherent Board of Directors’ determination of the number of Coherent RSUs earned, based on the greater of the target or actual level of achievement of such goals or metrics immediately prior to the Effective Time. The converted Coherent RSUs generally will be subject to the same terms and conditions that applied to the awards immediately prior to the Effective Time, provided that any Coherent RSUs subject to performance-based vesting conditions will be subject solely to time- and service-based vesting. Each Coherent RSU that is outstanding as of the date of the Merger Agreement and as of immediately prior to the Effective Time will be entitled to the following vesting acceleration benefits: (A) for any holder of Coherent RSUs who is a participant under Coherent’s Change of Control and Leadership Change Severance Plan (the “CIC Plan”), the acceleration benefits under the CIC Plan upon such participant’s involuntary termination of employment in accordance with the terms and conditions set forth therein; and (B) for any holder who is not a participant in the CIC Plan, the following vesting acceleration benefits upon his or her termination of employment by Coherent, II-VI, or their respective subsidiaries without “cause” within the period beginning immediately following the date of the Closing and ending on the date that is 12 months following the date of the Closing (or, if earlier, December 31, 2022) (a “Qualifying Termination”), (1) if such holder’s Qualifying Termination occurs during calendar year 2021, the sum of: (x) 100% of the total number of converted Coherent RSUs that otherwise would have vested during calendar year 2021 under the applicable vesting schedule in effect on the Closing had such holder remained employed with Coherent, II-VI, or their respective subsidiaries through the last applicable vesting date for such award in calendar year 2021 (and reduced by the total number of converted Coherent RSUs that vested in calendar year 2021 prior to such Qualifying Termination) plus (y) 50% of the total number of converted Coherent RSUs that otherwise would have vested during calendar year 2022 under the applicable vesting schedule in effect on the Closing had such holder remained employed with Coherent, II-VI, or their respective subsidiaries through the last applicable vesting date for such award in calendar year 2022, or (2) if such holder’s Qualifying Termination occurs during calendar year 2022, 50% of the total number of converted Coherent RSUs that otherwise would have vested during calendar year 2022 under the applicable vesting schedule in effect on the Closing had such holder remained employed with Coherent, II-VI, or their respective subsidiaries through the last applicable vesting date for such award in calendar year 2022 (and reduced by the total number of converted Coherent RSUs that vested in calendar year 2022 prior to such Qualifying Termination). Each Coherent RSU granted to a non-employee member of Coherent’s Board of Directors (“Director RSUs”) (whether or not vested) that is outstanding immediately prior to the Effective Time will automatically vest in full and be canceled and converted into the right to receive the Merger Consideration as if such Director RSU had been settled in shares of Coherent Common Stock immediately prior to the Effective Time. The Boards of Directors of II-VI and Coherent unanimously approved the Merger and the Merger Agreement. II-VI filed with the SEC a registration statement on Form S-4 relating to the Merger, and the SEC declared that registration statement to be effective on May 6, 2021. Shareholders of II-VI and stockholders of Coherent voted to approve proposals related to the Merger at special meetings held on June 24, 2021 by the respective companies. The completion of the Merger is subject to the satisfaction or waiver of certain additional customary closing conditions, including review and approval of the Merger by the State Administration for Market Regulation in China. Subject to the satisfaction or waiver of each of the closing conditions, II-VI expects that the Merger will be completed by year-end 2021 or at the beginning of the first calendar quarter of 2022. However, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all. In connection with entering into the Merger Agreement, II-VI has obtained a fully underwritten financing commitment pursuant to a commitment letter (the “Commitment Letter”), dated as of March 25, 2021, as further amended and restated on April 21, 2021, with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc., MUFG Bank, Ltd., MUFG Securities Americas Inc., PNC Capital Markets LLC, PNC Bank, National Association, HSBC Securities (USA) Inc., HSBC Bank USA, National Association, Citizens Bank, N.A., Mizuho Bank, Ltd., BMO Capital Markets Corp., Bank of Montreal, TD Securities (USA) LLC, The Toronto-Dominion Bank, New York Branch, TD Bank, N.A. and First National Bank of Pennsylvania (collectively, the “Commitment Parties”) pursuant to which the Commitment Parties have committed to provide up to $5.1 billion in debt financing ( the “Debt Financing”). The obligation of the Commitment Parties to provide the Debt Financing provided for in the Commitment Letter is subject to a number of customary conditions. In connection with entering into the Merger Agreement, II-VI entered into an Amended and Restated Investment Agreement, dated as of March 30, 2021, (the “Investment Agreement”), with BCPE Watson (DE) SPV, LP, an affiliate of Bain Capital Private Equity, LP (the “Investor”). Pursuant to the terms of the Investment Agreement, on March 31, 2021, II-VI issued, sold, and delivered to the Investor 75,000 shares of a new Series B-1 Convertible Preferred Stock of the Company, no par value per share (“II-VI Series B-1 Convertible Preferred Stock”), for $10,000 per share (the “Equity Per Share Price”), resulting in an aggregate purchase price of $750 million. Subject to the terms and conditions of the Investment Agreement, among other things, the Company and the Investor also agreed that the Company would issue, sell and deliver to the Investor: • 105,000 shares of a new Series B-2 Convertible Preferred Stock of the Company, no par value per share (“II-VI Series B-2 Convertible Preferred Stock,” and together with the II-VI Series B-1 Convertible Preferred Stock, “New II-VI Convertible Preferred Stock”), for a purchase price per share equal to the Equity Per Share Price, resulting in an aggregate purchase price of $1.1 billion, immediately prior to Closing; and • immediately prior to Closing, if elected by the Company and agreed by the Investor, up to an additional 35,000 shares of II-VI Series B-2 Convertible Preferred Stock (the "Upsize Shares") for a purchase price per share equal to the Equity Per Share Price, resulting in an aggregate maximum purchase price for the Upsize Shares of $350 million. Following the Company’s provision of notice to the Investor of its election to offer the Upsize Shares, the Investor informed the Company on June 8, 2021 of its agreement to purchase the Upsize Shares from the Company immediately prior to the Closing, increasing the Investor’s total equity commitment to II-VI pursuant to the Investment Agreement to $2.2 billion. The expenses associated with the pending acquisition for the year ended June 30, 2021, have not been allocated to an Operating Segment, and are presented in the Unallocated and Other in Note 15, Segment and Geographic Reporting. |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Acquisitions | Acquisitions Acquisition of Ascatron AB On August 20, 2020, the Company acquired all of the outstanding shares of Ascatron, located in Sweden. The acquisition will add essential elements to the Company's vertically integrated silicon carbide technology platform. Purchase price consideration totaled $37 million. The Company utilized the widely accepted income-based approach (relief-from-royalty method) to perform the preliminary purchase price allocation. The following table presents the final allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisitions ($000): Previously Reported September 30, 2020 Measurement Period Adjustments (a) As Adjusted Assets Developed technology $ 20,000 $ (3,622) $ 16,378 Goodwill 18,922 3,018 21,940 Other assets 2,511 683 3,194 Total assets acquired $ 41,433 $ 79 $ 41,512 Liabilities Non-interest bearing liabilities $ (203) $ (1,101) $ (1,304) Deferred tax liability (4,526) 1,022 (3,504) Total liabilities assumed (4,729) (79) (4,808) Net assets acquired $ 36,704 $ — $ 36,704 (a) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. The goodwill is recorded in the Compound Semiconductors segment and is attributed to the workforce acquired as part of the transaction. The goodwill is non-deductible for income tax purposes. Transaction expenses related to the acquisition totaled $2 million for the year ended June 30, 2021 and are included in Selling, General and Administrative expenses in the Consolidated Statements of Earnings (Loss). Technology is being amortized with a useful life of approximately 17 years. The revenues and net loss from Ascatron included in the Company's Consolidated Statement of Earnings (Loss) for the year ended June 30, 2021 were $1 million and $3 million, respectively. Certain data necessary to complete the purchase price allocation remains preliminary, including, but not limited to, finalization of certain income tax computations and other assumed liabilities. The Company expects to complete the purchase price allocation within 12 months from the Closing Date, at which time the purchase price allocation set forth herein may be revised. Purchase of Equity Investment in INNOViON Corporation On October 1, 2020, II-VI acquired the remaining 6.1% interest in Innovion for $4 million. Innovion is a provider of ion implantation services supporting unique capabilities in semiconductor materials processing. This acquisition will add essential elements to the Company's vertically integrated silicon carbide technology platform. Through the period ended December 31, 2020, the Company held a 93.9% investment in Innovion which was accounted for as an equity method investment. The Company accounted for the acquisition of the remaining equity of Innovion as a step acquisition, which required remeasurement of the Company's previous ownership interest to fair value prior to completing purchase accounting. Using step acquisition accounting the Company increased the value of its previously held equity investment to its fair value of $67 million, which resulted in a gain of approximately $7 million, recorded in other expense (income), net in the Consolidated Statements of Earnings (Loss) in the second quarter of fiscal year 2021. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation and determine the fair value of the previously held equity method investment. Income-based valuation approaches included the use of the multi-period excess earnings and relief-from-royalty methods for certain acquired intangible assets. The following table presents the final allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000): Previously Reported December 31, 2020 Measurement Period Adjustments (a) As Adjusted Assets Developed technology $ 15,000 $ (240) $ 14,760 Customer lists 10,000 (1,003) 8,997 Goodwill 29,478 3,216 32,694 Property, plant, & equipment 16,556 (1,832) 14,724 ROU Asset 10,644 1,893 12,537 Other assets 12,450 (643) 11,807 Total assets acquired $ 94,128 $ 1,391 $ 95,519 Liabilities Non-interest bearing liabilities $ (14,050) $ (1,788) $ (15,838) Interest bearing liabilities (3,430) — (3,430) Deferred tax liabilities (5,743) 397 (5,346) Total liabilities assumed $ (23,223) $ (1,391) $ (24,614) Net assets acquired $ 70,905 $ — $ 70,905 (a) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. The goodwill is recorded in the Compound Semiconductor segment and is attributed to the workforce acquired as part of the transaction. The goodwill is non-deductible for income tax purposes. Technology is being amortized with a useful life of approximately 16 years. Customer lists are being amortized with a useful life of approximately 14 years. Transaction expenses for the year ended June 30, 2021 were insignificant. The revenues from Innovion included in the Company's Consolidated Statement of Earnings for the year ended June 30, 2021 was $21 million. The net income for the same period was $1 million. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The following table summarizes disaggregated revenue by market for the years ended June 30, 2021, 2020 and 2019 ($000): Year Ended June 30, 2021 Photonic Solutions Compound Semiconductors Total Industrial $ 50,181 $ 275,698 $ 325,879 Communications 1,917,697 134,969 2,052,666 Aerospace & Defense — 201,845 201,845 Consumer 9,138 277,319 286,457 Other 61,268 177,776 239,044 Total Revenues $ 2,038,284 $ 1,067,607 $ 3,105,891 Year Ended June 30, 2020 Photonic Compound Unallocated & Other Total Industrial $ 52,806 $ 240,475 $ — $ 293,281 Communications 1,437,377 125,527 21,557 1,584,461 Aerospace & Defense — 175,097 — 175,097 Consumer 4,620 126,227 494 131,341 Other 41,987 153,904 — 195,891 Total Revenues $ 1,536,790 $ 821,230 $ 22,051 $ 2,380,071 Year Ended June 30, 2019 Photonic Compound Total Industrial $ 58,621 $ 283,422 $ 342,043 Communications 526,420 92,812 619,232 Aerospace & Defense — 152,702 152,702 Consumer 2,300 46,826 49,126 Other 51,548 147,845 199,393 Total Revenues $ 638,889 $ 723,607 $ 1,362,496 "Other" revenue included in the tables above include revenue from the life science/medical, semiconductor and automotive end markets. 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 contracts. Contract liabilities are recognized as revenue when performance obligations have been performed. During the year ended June 30, 2021, the Company recognized revenue of $4 million related to customer payments that were included in the consolidated balance sheet as of June 30, 2020. As of June 30, 2021 and June 30, 2020, the Company had $40 million and $39 million, respectively, of contract liabilities recorded in the consolidated balance sheet. |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories were as follows: June 30, 2021 2020 ($000) Raw materials $ 211,890 $ 190,237 Work in progress 336,391 298,577 Finished goods 147,547 130,996 Total Inventories $ 695,828 $ 619,810 |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | Property, Plant & EquipmentProperty, plant & equipment consists of the following: June 30, 2021 2020 ($000) Land and land improvements $ 20,454 $ 18,396 Buildings and improvements 419,157 345,736 Machinery and equipment 1,483,183 1,352,835 Construction in progress 136,544 111,394 Finance lease right-of-use asset 25,000 25,000 2,084,338 1,853,361 Less accumulated depreciation (841,432) (638,589) Property, plant, and equipment, net $ 1,242,906 $ 1,214,772 Included in the table above is a building acquired under a finance lease. As of June 30, 2021 and June 30, 2020, the accumulated depreciation of the finance lease ROU asset was $7 million and $6 million, respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill represents the excess of the cost over the net tangible and identifiable intangible assets of acquired businesses. Identifiable intangible assets acquired in business combinations are recorded based upon fair value at the date of acquisition. Changes in the carrying amount of goodwill were as follows ($000): Year Ended June 30, 2021 Year Ended June 30, 2020 Photonic Solutions Compound Semiconductors Total Photonic Solutions Compound Semiconductors Total Balance-beginning of period $ 1,052,494 $ 186,515 $ 1,239,009 $ 134,057 $ 185,721 $ 319,778 Goodwill acquired — 54,634 54,634 919,192 — 919,192 Finisar measurement period adjustments (4,901) — (4,901) — — — Foreign currency translation 5,435 2,550 7,985 (755) 794 39 Balance-end of period $ 1,053,028 $ 243,699 $ 1,296,727 $ 1,052,494 186,515 1,239,009 The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of June 30, 2021 and 2020 were as follows ($000): June 30, 2021 June 30, 2020 Gross Accumulated Net Gross Accumulated Net Technology $ 476,200 $ (106,802) $ 369,398 $ 444,315 $ (68,048) $ 376,267 Trade Names 22,660 (6,233) 16,427 22,369 (3,669) 18,700 Customer Lists 469,154 (136,519) 332,635 456,223 (92,822) 363,401 Other 1,576 (1,576) — 1,570 (1,570) — Total $ 969,590 $ (251,130) $ 718,460 $ 924,477 $ (166,109) $ 758,368 Amortization expense recorded on the intangible assets for the fiscal years ended June 30, 2021, 2020 and 2019 was $82 million, $64 million, and $17 million, respectively. The technology intangible assets are being amortized over a range of 60 to 240 months with a weighted-average remaining life of approximately 147 months. The customer lists are being amortized over 60 to 240 months with a weighted-average remaining life of approximately 135 months. In connection with past acquisitions, the Company acquired trade names with indefinite lives. The carrying amount of these trade names of $14 million as of June 30, 2021 is not amortized but tested annually for impairment. The Company completed its impairment test of these trade names with indefinite lives in the fourth quarter of fiscal years 2021 and 2020. Based on the results of these tests, the trade names were not impaired. The estimated amortization expense for existing intangible assets for each of the five succeeding years is as follows ($000): Year Ending June 30, 2022 $ 83,463 2023 82,558 2024 80,684 2025 79,196 2026 73,466 |
Debt
Debt | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt for the periods indicated were as follows ($000): June 30, 2021 June 30, 2020 Term A Facility, interest at LIBOR, as defined, plus 1.38% $ 1,057,412 $ 1,194,463 Revolving Credit Facility, interest at LIBOR, as defined, plus 1.38% — 74,000 Debt issuance costs, Term A Facility and Revolving Credit Facility (25,191) (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 344,969 345,000 0.25% convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount (16,937) (30,688) Total debt 1,375,141 2,255,342 Current portion of long-term debt (62,050) (69,250) Long-term debt, less current portion $ 1,313,091 $ 2,186,092 The scheduled maturities of principal amounts of debt obligations for the next five years and thereafter is as follows ($000): Year Ending June 30, 2022 $ 62,050 2023 407,019 2024 62,050 2025 871,263 2026 — Thereafter 14,888 Total $ 1,417,270 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 governing the Senior Credit Facilities (the "Credit Agreement") provides for senior secured financing of $2.4 billion in the aggregate, consisting of (i) Aggregate principal amount of $1,255 million for a five-year senior secured first-lien term A loan facility (the “Term A Facility”), (ii) Aggregate principal amount of $720 million for a seven-year senior secured term B loan facility (the “Term B Facility” and together with the Term A Facility, the “Term Loan Facilities”), which was repaid in full during the quarter ended September 30, 2020, and (iii) Aggregate principal amount of $450 million for a five-year senior secured first-lien revolving credit facility (the “Revolving Credit Facility” and together with the Term Loan Facilities, the “Senior Credit Facilities”). The Credit Agreement also provides for a letter of credit sub-facility not to exceed $25 million and a swing loan sub-facility initially not to exceed $20 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 $1 million in associated interest and expensed $25 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 September 24, 2019 (the "Finisar 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 (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 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 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 15 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 to 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 Finisar Closing Date, commencing with the first full fiscal quarter after the Finisar Closing Date, (ii) 4.50 to 1.00 for the fifth fiscal quarter through and including the eighth fiscal quarter after the Finisar Closing Date, and (iii) 4.00 to 1.00 for each subsequent fiscal quarter. As of June 30, 2021, 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 shares of the Company’s common stock, subject to the terms of the Finisar Indenture. 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, which was $58 million as of June 30, 2021. 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 II-VI 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 $532 million as of June 30, 2021 and $346 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). Prior to the close of business on the business day immediately preceding June 1, 2022, the Notes will be convertible only under the following circumstances: (i) during any fiscal quarter commencing after the fiscal quarter ending on December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of the II-VI Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) during the five five (iii) upon the occurrence of certain specified corporate events. On or after June 1, 2022 until the close of business on the business day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of II-VI Common Stock or a combination of cash and shares of II-VI Common Stock, at the Company’s election. Because the last reported sale price of II-VI Common Stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the calendar quarter ended June 30, 2021 was equal to or greater than 130% of the applicable conversion price on each applicable trading day, the II-VI Notes are convertible at the option of the holders thereof during the fiscal quarter ending September 30, 2021. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of II-VI Common Stock or a combination of cash and shares of II-VI Common Stock, at the Company’s election. 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. II-VI Notes were convertible during the quarters ended March 31, and June 30, 2021; conversions were immaterial. The following table sets forth total interest expense recognized related to the II-VI Notes for the years ended June 30, 2021, 2020 and 2019 ($000): Year Ended June 30, 2021 Year Ended June 30, 2020 Year Ended June 30, 2019 0.25% contractual coupon $ 874 $ 876 $ 874 Amortization of debt discount and debt issuance costs including initial purchaser discount 13,748 13,172 12,550 Interest expense $ 14,622 $ 14,048 $ 13,424 The effective interest rate on the liability component for the periods presented was 5%. The unamortized discount amounted to $15 million as of June 30, 2021, and is being amortized over the remaining life of the notes. Aggregate Availability The Company had aggregate availability of $449 million under its Revolving Credit Facility as of June 30, 2021. Weighted Average Interest Rate The weighted average interest rate of total borrowings was 1% and 3% for the years ended June 30, 2021 and 2020, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of earnings (loss) before income taxes were as follows: Year Ended June 30, 2021 2020 2019 ($000) U.S. income (loss) $ 21,692 $ (302,027) $ (34,241) Non-U.S. income 330,898 238,099 163,054 Earnings (loss) before income taxes $ 352,590 $ (63,928) $ 128,813 The components of income tax expense were as follows: Year Ended June 30, 2021 2020 2019 ($000) Current: Federal $ 415 $ 7 $ 1,755 State 1,632 496 472 Foreign 53,362 45,052 29,531 Total Current $ 55,409 $ 45,555 $ 31,758 Deferred: Federal $ 13,744 $ (43,955) $ (3,764) State (431) 1,007 (2,010) Foreign (13,684) 494 (4,688) Total Deferred $ (371) $ (42,454) $ (10,462) Total Income Tax Expense $ 55,038 $ 3,101 $ 21,296 Principal items comprising deferred income taxes were as follows: June 30, 2021 2020 ($000) Deferred income tax assets Inventory capitalization $ 20,753 $ 19,372 Interest rate swap 6,347 9,847 Non-deductible accruals 7,437 9,325 Accrued employee benefits 14,025 11,095 Net-operating loss and credit carryforwards 163,717 182,625 Share-based compensation expense 8,400 8,110 Other 8,956 9,736 Right of use asset 33,341 31,573 Valuation allowances (53,765) (54,559) Total deferred income tax assets $ 209,211 $ 227,124 Deferred income tax liabilities Tax over book accumulated depreciation $ (32,692) $ (25,926) Intangible assets (153,582) (160,577) Tax on unremitted earnings (21,569) (21,785) Convertible debt (3,321) (6,006) Lease liability (32,053) (29,768) Other (6,458) (5,676) Total deferred income tax liabilities $ (249,675) $ (249,738) Net deferred income taxes $ (40,464) $ (22,614) The reconciliation of income tax expense at the statutory U.S. federal rate to the reported income tax expense is as follows: Year Ended June 30, 2021 % 2020 % 2019 % ($000) Taxes at statutory rate $ 74,044 21 $ (13,425) 21 $ 27,051 21 Increase (decrease) in taxes resulting from: State income taxes-net of federal benefit 1,246 — 1,194 (2) (1,212) (1) Taxes on non U.S. earnings (26,557) (7) (915) 1 (5,857) (5) Valuation allowance (3,720) (1) (9,365) 15 (6,703) (5) Research and manufacturing incentive deductions and credits (22,968) (6) (15,836) 25 (11,756) (9) Stock compensation (2,500) (1) 4,334 (7) (1,914) (1) Repatriation tax — — — — 14,108 11 GILTI and FDII 27,369 8 36,067 (56) 6,437 5 Other 8,124 2 1,047 (2) 1,142 1 $ 55,038 16 $ 3,101 (5) $ 21,296 17 On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act includes changes to the U.S. statutory federal tax rate and puts into effect the migration from a worldwide system of taxation to a territorial system, among other things. The Tax Act includes certain changes such as introducing a new category of income, referred to as global intangible low tax income (“GILTI”), related to earnings taxed at a low rate of foreign entities without a significant fixed asset base, and imposes additional limitations on the deductibility of interest and officer compensation. The Company made a final accounting policy election to treat taxes due from future inclusions in U.S. taxable income related to GILTI as a current period expense when incurred. The Company previously considered the earnings in non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. As a result of the Act, among other things, the Company determined it will repatriate earnings for all non-U.S. subsidiaries with cash in excess of working capital needs. Such distributions could potentially be subject to U.S. state tax in certain states and foreign withholding taxes. Foreign currency gains/losses related to the translation of previously taxed earnings from functional currency to U.S. dollars could also be subject to U.S. tax when distributed. The Company has estimated the associated withholding tax to be $22 million. During the fiscal years ended June 30, 2021, 2020, and 2019, net cash paid by the Company for income taxes was $60 million, $40 million, and $26 million, respectively. Our foreign subsidiaries in various tax jurisdictions operate under tax holiday arrangements. The impact of the tax holidays on our effective rate is a reduction in the rate of 3.22%, (8.91)% and 0.25% for the fiscal years ended June 30, 2021, 2020 and 2019, respectively, and the impact of the tax holidays on diluted earnings per share is $0.10, $0.07, and $0.00 for the fiscal years ended June 30, 2021, 2020, and 2019, respectively. The holiday related to II-VI Malaysia Advanced Manufacturing Center Sdn. Bhd will end during the fiscal year ended June 30, 2026, the holiday related to certain II-VI Laser Enterprise Philippines, Inc.'s business lines will end during the fiscal year ended June 30, 2022, and the holiday related to II-VI Vietnam Co., Ltd will end during the fiscal year ended June 30, 2024. The Company has the following gross operating loss carryforwards and tax credit carryforwards as of June 30, 2021: Type Amount Expiration Date ($000) Tax credit carryforwards: Federal research and development credits $ 79,211 June 2022-June 2041 Foreign tax credits 20,493 June 2022-June 2031 State tax credits 15,434 June 2022-June 2036 State tax credits (indefinite) 39,125 Indefinite Operating loss carryforwards: Loss carryforwards - federal $ 47,755 June 2022-June 2036 Loss carryforwards - state 136,454 June 2022-June 2041 Loss carryforwards - state (indefinite) 13,076 Indefinite Loss carryforwards - foreign 17,375 June 2021-June 2040 Loss carryforwards - foreign (indefinite) 48,884 Indefinite The Company has recorded a valuation allowance against the majority of the foreign and state loss and credit carryforwards. The Company’s U.S. federal loss carryforwards, federal research and development credit carryforwards, and certain state tax credits resulting from the Company’s acquisitions are subject to various annual limitations under Section 382 of the U.S. Internal Revenue Code. Changes in the liability for unrecognized tax benefits for the fiscal years ended June 30, 2021, 2020 and 2019 were as follows: 2021 2020 2019 ($000) Beginning balance $ 42,803 $ 11,520 $ 9,892 Increases in current year tax positions 3,940 1,506 191 Increases in prior year tax positions — — 376 Acquired business 5,341 31,791 6,036 Settlements (7,514) — — Expiration of statute of limitations (6,545) (2,014) (4,975) Ending balance $ 38,025 $ 42,803 $ 11,520 The Company classifies all estimated and actual interest and penalties as income tax expense. During fiscal years 2021, 2020 and 2019, there was $0.3 million, $0.6 million and $(0.1) million of interest and penalties within income tax expense, respectively. The Company had $3 million, $4 million and $1 million of interest and penalties accrued at June 30, 2021, 2020 and 2019, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. Including tax positions for which the Company determined that the tax position would not meet the more likely than not recognition threshold upon examination by the tax authorities based upon the technical merits of the position, the total estimated unrecognized tax benefit that, if recognized, would affect our effective tax rate, was approximately $26 million, $24 million and $6 million at June 30, 2021, 2020 and 2019, respectively. The Company expects a decrease of $2 million of unrecognized tax benefits during the next 12 months due to the expiration of statutes of limitation. Fiscal years 2018 to 2021 remain open to examination by the Internal Revenue Service, fiscal years 2016 to 2021 remain open to examination by certain state jurisdictions, and fiscal years 2010 to 2021 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination in New York for the years ended June 30, 2018 though June 30, 2019 and under examination for certain subsidiary companies in India for the year ended March 31, 2016; Philippines for the year ended June 30, 2019; and Germany for the years ended June 30, 2012 through June 30, 2018. The Company believes its income tax reserves for these tax matters are adequate. |
Equity and Redeemable Preferred
Equity and Redeemable Preferred Stock | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity and Redeemable Preferred Stock | Equity and Redeemable Preferred Stock 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 million shares of Mandatory Convertible Preferred Stock. Upon conversion on the mandatory conversion date, July 1, 2023, 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 II-VI Common Stock equal to not more than 4.6512 shares of II-VI Common Stock and not less than 3.8760 shares of II-VI Common Stock (the “ Minimum Conversion Rate ”), depending on the applicable market value of the II-VI 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 II-VI Common Stock at the conversion rate determined in accordance with the terms of the Mandatory Convertible Preferred Stock during the period beginning on, and including, the effective date of such change and ending on, and including, the date that is 20 calendar days after the effective date of such fundamental change (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 1, 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a dividend make-whole amount and, to the extent there is any, the accumulated dividend amount, in each case as calculated in accordance with the terms of the Mandatory Convertible Preferred Stock. Upon issuance of the Mandatory Convertible Preferred Stock, the Company used a Monte Carlo simulation model to estimate the future market value of the II-VI Common Stock on the mandatory conversion date, based on the following inputs: Expected Volatility 50% - 55% Cost of Equity 14% - 17% Dividend Yield none Expected volatility is based on the historical volatility of II-VI Common Stock, taking into consideration the mean-reverting tendency of volatility and the expected term of the Mandatory Convertible Preferred Stock, as well as traded option contracts for II-VI Common Stock. The cost of equity was calculated over a three-year term, assuming a risk-free interest rate of 0.2% derived from the average U.S. Treasury Note rate during the period. The dividend yield of zero is based on the fact that the Company has never paid cash dividends on II-VI Common Stock and has no current intention to pay cash dividends on II-VI Common Stock in the future. The Company declared $27 million of preferred stock dividends during fiscal year 2021 associated with the Mandatory Convertible Preferred Stock. Dividends from the quarter ended June 30, 2021 were $7 million and were presented as other accrued liabilities on the Consolidated Balance Sheet. The following table presents dividends per share and dividends recognized for the year ended June 30, 2021: Year Ended June 30, 2021 Dividends per share 11.80 Series A Mandatory Convertible Preferred Stock dividends ($000) 27,140 Redeemable Convertible Preferred Stock The Company issued 75,000 shares of II-VI Series B-1 Convertible Preferred Stock in the year ended June 30, 2021. Refer to Note 3. Pending Coherent Acquisition for additional information. In connection with the execution of the Investment Agreement, on March 30, 2021, the Company filed a Statement with Respect to Shares (the “Statement”) with the Pennsylvania Department of State Corporation Bureau to establish the designation, rights and preferences of the II-VI Series B-1 Convertible Preferred Stock. The Statement became effective on March 30, 2021. The shares of II-VI Series B-1 Convertible Preferred Stock accrue dividends at 5.00% per annum, subject to increase if II-VI defaults on payment obligations with respect to the New II-VI Convertible Preferred Stock, not to exceed 14% per annum. Until the fourth anniversary of March 31, 2021 (the “Initial Issue Date”), dividends are payable solely in-kind. After the fourth anniversary of the Initial Issue Date, dividends are payable on the applicable series, at the Company’s option, in cash, in-kind, or as a combination of both. The shares of II-VI Series B-1 Convertible Preferred Stock are convertible into shares of II-VI Common Stock as follows: • at any time after their issuance, at the election of the holder, each share of II-VI Series B-1 Convertible Preferred Stock may be converted into shares of II-VI Common Stock at a conversion price of $85.00 per share (“Conversion Price”), except that the shares of II-VI Series B-1 Convertible Preferred Stock will be so convertible only after the earliest to occur of (i) the issuance of shares of II-VI Series B-2 Convertible Preferred Stock upon the Closing, (ii) the termination of the Merger Agreement or (iii) the delivery by II-VI to the Investor of an offer to repurchase the II-VI Series B-1 Convertible Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement); and • at any time following the third anniversary of Initial Issue Date, at the election of II-VI, each share of II-VI Series B-1 Convertible Preferred Stock may be converted into shares of II-VI Common Stock at the then-applicable Conversion Price if the volume-weighted average price of II-VI Common Stock exceeds 150% of the then- applicable Conversion Price for 20 trading days out of any 30 consecutive trading days. The II-VI Series B-1 Convertible Preferred Stock have voting rights, voting as one class with the II-VI Common Stock, on an as-converted basis, subject to limited exceptions. On or at any time after the tenth anniversary of the Initial Issue Date: • each holder has the right to require the Company to redeem all of their II-VI Series B-1 Convertible Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value for such shares (as defined in the Statement) plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”), and • the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of II-VI Series B-1 Convertible Preferred Stock outstanding, for cash, at the Redemption Price. In connection with any Fundamental Change, and subject to the procedures set forth in the Statement, the Company must, or will cause the survivor of a Fundamental Change (such survivor of a Fundamental Change, the “Acquirer”) to, make an offer to repurchase, at the option and election of the holder thereof, each share of II-VI Series B-1 Convertible Preferred Stock then-outstanding (the “Fundamental Change Repurchase Offer”) at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to the fifth anniversary of the Initial Issue Date, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through the fifth anniversary of the Initial Issue Date. The II-VI Series B-1 Convertible Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Rights, and upon a Fundamental Change, and is therefore classified as mezzanine equity. The Company recognized $10 million of preferred stock dividends during the fiscal year ended 2021, which were presented as a reduction to retained earnings on the Consolidated Balance Sheet as of June 30, 2021. The Company incurred $27 million of transaction costs associated with the II-VI Series B-1 Convertible Preferred Stock, of which, $23 million were capitalized, and $4 million were expensed in the Selling, General, and Administrative expenses in the Consolidated Statements of Earnings (Loss) for the fiscal year ended June 30, 2021. The following table presents dividends per share and dividends recognized for the year ended June 30, 2021: Year Ended June 30, 2021 Dividends per share $ 134.55 Dividends ($000) 9,583 Deemed dividends ($000) 508 The obligation to issue the shares of II-VI Series B-2 Convertible Preferred Stock is an embedded feature within the II-VI Series B-1 Convertible Preferred Stock that does not require bifurcation for separate accounting. Common Stock Offering On July 2, 2020, II-VI announced the pricing of an underwritten public offering of 9,302,235 shares of II-VI 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 II-VI 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 11 million shares II-VI Common Stock. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. The 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 method. For the fiscal years ended 2021, 2020 and 2019, 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. For fiscal year ended 2021, the diluted shares outstanding also include the dilutive effect of the potential shares of the Company's Common Stock issuable upon conversion of outstanding convertible debt The following is a reconciliation of the numerators and denominators of the basis and diluted earnings (loss) per share computations for the periods presented ($000): Year Ended June 30, 2021 2020 2019 ($000 except per share) Numerator Net earnings (loss) $ 297,552 $ (67,029) $ 107,517 Deduct Series A preferred stock dividends (27,140) — — Deduct Series B redeemable preferred stock dividends (9,583) — — Deduct Series B redeemable preferred stock deemed dividends (508) — — Basic earnings (loss) available to common shareholders $ 260,321 $ (67,029) $ 107,517 Effect of dilutive securities: Add back interest on II-VI Notes Due 2022 $ 12,264 $ — $ — Diluted earnings (loss) available to common shareholders $ 272,585 $ (67,029) $ 107,517 Denominator Weighted average shares 104,151 84,828 63,584 Effect of dilutive securities Stock options, performance and restricted shares 3,552 — 2,220 II-VI Notes due 2022 7,331 — — Diluted weighted average common shares 115,034 84,828 65,804 Basic earnings (loss) per common share $ 2.50 $ (0.79) $ 1.69 Diluted earnings (loss) per common share $ 2.37 $ (0.79) $ 1.63 The following table presents potential shares of common stock excluded from the calculation of diluted net earnings (loss) per share, as their effect would have been antidilutive (in thousands of shares): Year Ended June 30, 2021 2020 2019 Series A Mandatory Convertible Preferred Stock 8,915 — — Series B Redeemable Preferred Stock 2,230 — — II-VI Notes due 2022 — 7,331 7,331 Stock options, performance and restricted shares 118 2,345 115 0.50% Finisar Convertible Notes — 289 — Total anti-dilutive shares 11,263 9,965 7,446 |
Leases
Leases | 12 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases We determine if an arrangement is a lease at inception and classify it as either finance or operating. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases are recorded in property, plant and equipment, net, and finance lease liabilities within other current and other non-current liabilities on our Consolidated Balance Sheet. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating leases are recorded in other assets and operating lease liabilities, current and non-current on the Company’s Consolidated Balance Sheet. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term. The Company’s lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our lease assets and corresponding liabilities. The Company’s lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option. The Company’s lease assets also include any lease payments made and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. The following table presents lease costs, which include short-term leases, lease term, and discount rates ($000): Year Ended Year Ended Finance Lease Cost Amortization of right-of-use assets $ 1,667 $ 1,667 Interest on lease liabilities 1,268 1,328 Total finance lease cost 2,935 2,995 Operating lease cost 37,361 32,466 Sublease income 1,471 368 Total lease cost $ 38,825 $ 35,093 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases 1,268 1,328 Operating cash flows from operating leases 35,641 30,816 Financing cash flows from finance leases 1,152 1,026 Assets Obtained in Exchange for Lease Liabilities Right-of-use assets obtained in acquisitions 13,391 29,247 Right-of-use assets obtained in exchange for new operating lease liabilities 52,839 29,458 Total assets obtained in exchange for new operating lease liabilities 66,230 58,705 Weighted-Average Remaining Lease Term (in Years) Finance leases 10.5 11.5 Operating leases 7.0 7.2 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % Operating leases 6.1 % 7.3 % The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 34,076 $ 2,486 $ 36,562 Year 2 31,121 2,554 33,675 Year 3 27,276 2,624 29,900 Year 4 23,332 2,697 26,029 Year 5 18,632 2,771 21,403 Thereafter 58,590 16,648 75,238 Total minimum lease payments $ 193,027 $ 29,780 $ 222,807 Less: amounts representing interest 42,128 7,484 49,612 Present value of total lease liabilities $ 150,899 $ 22,296 $ 173,195 |
Leases | Leases We determine if an arrangement is a lease at inception and classify it as either finance or operating. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases are recorded in property, plant and equipment, net, and finance lease liabilities within other current and other non-current liabilities on our Consolidated Balance Sheet. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating leases are recorded in other assets and operating lease liabilities, current and non-current on the Company’s Consolidated Balance Sheet. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term. The Company’s lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our lease assets and corresponding liabilities. The Company’s lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option. The Company’s lease assets also include any lease payments made and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. The following table presents lease costs, which include short-term leases, lease term, and discount rates ($000): Year Ended Year Ended Finance Lease Cost Amortization of right-of-use assets $ 1,667 $ 1,667 Interest on lease liabilities 1,268 1,328 Total finance lease cost 2,935 2,995 Operating lease cost 37,361 32,466 Sublease income 1,471 368 Total lease cost $ 38,825 $ 35,093 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases 1,268 1,328 Operating cash flows from operating leases 35,641 30,816 Financing cash flows from finance leases 1,152 1,026 Assets Obtained in Exchange for Lease Liabilities Right-of-use assets obtained in acquisitions 13,391 29,247 Right-of-use assets obtained in exchange for new operating lease liabilities 52,839 29,458 Total assets obtained in exchange for new operating lease liabilities 66,230 58,705 Weighted-Average Remaining Lease Term (in Years) Finance leases 10.5 11.5 Operating leases 7.0 7.2 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % Operating leases 6.1 % 7.3 % The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 34,076 $ 2,486 $ 36,562 Year 2 31,121 2,554 33,675 Year 3 27,276 2,624 29,900 Year 4 23,332 2,697 26,029 Year 5 18,632 2,771 21,403 Thereafter 58,590 16,648 75,238 Total minimum lease payments $ 193,027 $ 29,780 $ 222,807 Less: amounts representing interest 42,128 7,484 49,612 Present value of total lease liabilities $ 150,899 $ 22,296 $ 173,195 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Shared-Based Compensation | Share-Based Compensation The Company’s Board of Directors amended the II-VI Incorporated 2018 Omnibus Incentive Plan, which was approved by the shareholders at the Annual Meeting in November 2018. The Amended Omnibus Plan (the “Plan”) was approved at the annual meeting in November 2020. The Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance share units to employees, officers and directors of the Company. The maximum number of shares of the Company’s common stock authorized for issuance under the Plan is limited to 9,550,000 shares of common stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Plan has vesting provisions predicated upon the death, retirement or disability of the grantee. As of June 30, 2021, there were approximately 8 million shares available to be issued under the Plan, including forfeited shares from predecessor plans. The Company records share-based compensation expense for these awards, which requires the recognition of the grant-date fair value of share-based compensation in net earnings. The Company recognizes the share-based compensation expense 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 units and cash-based performance share units as liability awards, in accordance with U.S. GAAP. Share-based compensation expense for the fiscal years ended June 30, 2021, 2020 and 2019 is as follows $000: Year Ended June 30, 2021 2020 2019 Stock Options and Cash-Based Stock $ 10,626 $ 11,893 $ 6,801 Restricted Share Awards, Restricted Share 47,060 49,957 9,242 Performance Share Units and Cash 16,640 11,977 8,920 $ 74,326 $ 73,827 $ 24,963 Stock Options and Cash-Based Stock Appreciation Rights: The Company utilized the Black-Scholes valuation model for estimating the fair value of stock options and cash-based stock appreciation rights. During the fiscal year ended June 30, 2021, no stock options were issued. During fiscal years ended June 30, 2020 and 2019, the weighted-average fair value of options granted under the Plan was $14.79 and $20.66, respectively, per option using the following assumptions: Year Ended June 30, 2020 2019 Risk-free interest rate 1.50 % 2.80 % Expected volatility 39 % 37 % Expected life of options 6.91 years 6.96 years Dividend yield None None The risk-free interest rate is derived from the average U.S. Treasury Note rate during the period, which approximates the rate in effect at the time of grant related to the expected life of the options. The risk-free interest rate shown above is the weighted average rate for all options granted during the fiscal year. Expected volatility is based on the historical volatility of the Company’s common stock over the period commensurate with the expected life of the options. The expected life calculation is based on the observed time to post-vesting exercise and/or forfeitures of options by our employees. The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no current intention to pay cash dividends in the future. Stock option and cash-based stock appreciation rights activity during the fiscal year ended June 30, 2021 was as follows: Stock Options Cash-Based Stock Appreciation Rights Number of Weighted Average Number of Weighted Average Outstanding - July 1, 2020 3,721,801 $ 26.99 230,374 $ 32.13 Exercised (1,047,216) $ 21.04 (76,880) $ 28.75 Forfeited and Expired (31,951) $ 33.86 (8,160) $ 34.14 Outstanding - June 30, 2021 2,642,634 $ 29.26 145,334 $ 33.80 Exercisable - June 30, 2021 1,805,735 $ 25.31 63,209 $ 27.36 As of June 30, 2021, 2020 and 2019, the aggregate intrinsic value of stock options and cash-based stock appreciation rights outstanding and exercisable was $88 million, $80 million and $56 million, respectively. Aggregate intrinsic value represents the total pretax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the year ended June 30, and the option’s exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2021. This amount varies based on the fair market value of the Company’s stock. The total intrinsic value of stock options and cash-based stock appreciation rights exercised during the fiscal years ended June 30, 2021, 2020, and 2019 was $49 million, $20 million, and $15 million, respectively. As of June 30, 2021, total unrecognized compensation cost related to non-vested stock options and cash-based stock appreciation rights was $9 million. This cost is expected to be recognized over a weighted-average period of approximately two years. Outstanding and exercisable stock options at June 30, 2021 were as follows: Stock Options and Cash-Based Stock Stock Options and Cash-Based Stock Number of Weighted Weighted Number of Weighted Weighted Range of Shares or Contractual Term Exercise Shares or Contractual Term Exercise Exercise Prices Rights (Years) Price Rights (Years) Price $13.34 - $18.07 574,264 3.55 $ 16.18 574,264 3.55 $ 16.18 $18.07 - $24.35 685,719 4.01 $ 20.83 674,952 3.94 $ 20.70 $24.35 - $35.39 542,224 6.79 $ 33.21 291,734 6.18 $ 34.20 $35.39 - $36.90 573,384 8.21 $ 36.47 126,567 8.16 $ 36.43 $36.90 - $49.90 412,377 7.08 $ 47.85 201,427 6.96 $ 47.60 2,787,968 5.78 $ 29.49 1,868,944 4.78 $ 25.38 Restricted Share Awards, Restricted Share Units, and Cash-Based Restricted Share Units: Restricted share awards, restricted share units, and cash-based restricted share units compensation expense was calculated based on the number of shares or units expected to be earned by the grantee multiplied by the stock price at the date of grant (for restricted share awards and restricted share units) or the stock price at the period end date (for cash-based restricted share units), and is being recognized over the vesting period. Generally, the restricted share awards, restricted share units, and cash-based restricted share units have a three Restricted share award, restricted share unit, and cash-based restricted share unit activity during the fiscal year ended June 30, 2021, was as follows: Restricted Share Awards Restricted Share Units Cash-Based Restricted Share Units Number of Weighted Average Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2020 50,527 $ 35.92 2,242,412 $ 39.46 82,003 $ 38.31 Granted — $ — 1,277,460 $ 45.74 5,194 $ 44.30 Vested (49,525) $ 35.47 (996,955) $ 37.91 (38,943) $ 38.57 Forfeited (1,002) $ 18.42 (196,745) $ 38.36 (2,381) $ 38.91 Nonvested - June 30, 2021 — $ — 2,326,172 $ 43.67 45,873 $ 38.75 As of June 30, 2021, total unrecognized compensation cost related to non-vested, restricted share unit and cash-based restricted share units was $68 million. This cost is expected to be recognized over a weighted-average period of approximately two years. The restricted share award and restricted share unit compensation expense was calculated based on the number of shares expected to be earned, multiplied by the stock price at the date of grant, and is being recognized over the vesting period. The cash-based restricted share unit compensation expense was calculated based on the number of units expected to be earned, multiplied by the stock price at the period-end date, and is being recognized over the vesting period. The total fair value of the restricted share awards, restricted share units, and cash-based restricted share units granted during the years ended June 30, 2021, 2020 and 2019, was $59 million, $11 million and $10 million, respectively. The total fair value of restricted share awards, restricted share units and cash-based restricted share units vested was $69 million, $75 million and $20 million during fiscal years 2021, 2020 and 2019, respectively. Performance Share Units and Cash-Based Performance Share Units: The Compensation Committee of the Board of Directors of the Company has granted certain executive officers and employees performance share units and cash-based performance share units under the Plan. As of June 30, 2021, the Company had outstanding grants covering performance periods ranging from 12 to 36 months. These grants are intended to provide continuing emphasis on specified financial performance goals that the Company considers important contributors to the creation of long-term shareholder value. These grants are payable only if the Company achieves specified levels of financial performance during the performance periods. For our relative Total Shareholder Return (“TSR”) performance-based units, which are based on market performance of our stock as compared to the S&P Composite 1500 – Electronic Equipment, Instruments & Components Index, the compensation cost is recognized over the performance period on a straight-line basis, because the grants vest only at the end of the measurement period and the probability of actual shares expected to be earned is considered in the grant date valuation. As a result, the expense is not adjusted to reflect the actual shares earned. We estimate the fair value of the TSR performance-based units using the Monte-Carlo simulation model. The performance share unit compensation expense was calculated based on the number of shares expected to be earned, multiplied by the stock price at the date of grant, and is being recognized over the vesting period. The cash-based performance share unit compensation expense was calculated based on the number of units expected to be earned, multiplied by the stock price at the period-end date, and is being recognized over the vesting period. Performance share unit and cash-based performance share unit activity relating to the Plan during the year ended June 30, 2021, was as follows: Performance Share Units Cash-Based Performance Share Units Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2020 409,246 $ 40.96 35,188 $ 38.54 Granted 209,639 $ 52.04 — $ — Vested (187,410) $ 30.03 (14,928) $ 35.25 Forfeited (5,344) $ 37.66 — $ — Performance Adjustments 92,178 $ 17.52 7,464 $ 35.25 Nonvested - June 30, 2021 518,309 $ 45.28 27,724 $ 39.43 As of June 30, 2021, total unrecognized compensation cost related to non-vested performance share units and cash-based performance share units was $12 million. This cost is expected to be recognized over a weighted-average period of approximately 1.65 years. The total fair value of the performance share units and cash-based performance share units granted during the fiscal years ended June 30, 2021, 2020 and 2019 was $14 million, $15 million and $10 million, respectively. The total fair value of performance share units and cash-based performance share units vested during the fiscal years ended June 30, 2021, 2020 and 2019 was $9 million, $6 million and $11 million, respectively. The performance adjustments relate to grants that exceeded the performance targets when vested during FY21, including the final number of shares issued, which were 200% of the target units based on actual results during the three |
Segment and Geographic Reportin
Segment and Geographic Reporting | 12 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Reporting | Segment and Geographic 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 performance. The Company reports its financial results in two segments, 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 Compound Semiconductors segment has locations in the United States, Singapore, China, Germany, Switzerland, Japan, Belgium, the United Kingdom, Italy, South Korea, the Philippines, Vietnam, Sweden, and Taiwan. This segment address all of II-VI's seven end markets, namely: communications, industrial, aerospace & defense, consumer electronics, semiconductor capital equipment, life sciences and automotive. This segment designs, manufactures and markets the following products: (i) optical and electro-optical components and materials used primarily in CO 2 lasers, fiber-lasers and direct diode lasers for materials processing applications; (ii) infrared optical components and high-precision optical assemblies for aerospace and defense, medical and commercial laser imaging applications; (iii) semiconductor lasers and detectors for optical interconnects and sensing applications; (iv) engineered materials for thermoelectric, ceramics and silicon carbide for a wide range of applications; and (v) compound semiconductor epitaxial wafers for applications in optical and wireless communication. The Photonic Solutions segment has locations in the United States, China, Vietnam, Germany, Japan, the United Kingdom, Italy, Malaysia, Australia, and Hong Kong. This segment manufactures (i) transceivers for data centers and telecom optical networks; (ii) pump lasers, optical amplifiers, wavelength selective switches and advanced components for telecom networks; (iii) crystal materials, optics, lasers and optoelectronic modules for a wide range of applications, including in optical communications, life sciences, and consumer electronics markets. In September 2019, the Company completed its acquisition of Finisar. The operating results of this acquisition have been reflected in the selected financial information of the Company’s Photonic Solutions segment and Compound Semiconductors Segment beginning on October 1, 2019, with the results from September 24, 2019 to September 30, 2019 reflected in Unallocated and Other. The accounting policies are consistent across both of the segments. To the extent possible, the Company’s corporate expenses are allocated to the segments. The Company evaluates segment performance based upon reported segment operating income, which is defined as earnings from continuing operations before income taxes, interest and other income or expense. Unallocated and Other include eliminating inter-segment sales and transfers as well as transaction costs related to the pending Coherent acquisition in the fiscal year ended June 30, 2021. In the fiscal year ended June 30, 2020, it included transaction costs related to the Finisar acquisition. The following tables summarize selected financial information of the Company’s operations by segment: Photonic Solutions Compound Semiconductors Unallocated Total ($000) 2021 Revenues $ 2,038,284 $ 1,067,607 $ — $ 3,105,891 Inter-segment revenues 35,358 244,407 (279,765) — Operating income (loss) 207,652 221,239 (26,772) 402,119 Interest expense — — — (59,899) Other income, net — — — 10,370 Income taxes — — — (55,038) Net earnings — — — 297,552 Depreciation and amortization 161,208 108,861 — 270,069 Expenditures for property, plant & equipment 87,304 59,033 — 146,337 Segment assets 4,231,289 2,281,361 — 6,512,650 Goodwill 1,053,028 243,699 — 1,296,727 Photonic Solutions Compound Semiconductors Unallocated Total ($000) 2020 Revenues $ 1,536,790 $ 821,230 $ 22,051 $ 2,380,071 Inter-segment revenues 31,515 164,884 (196,399) — Operating income (loss) 49,930 62,279 (72,730) 39,479 Interest expense — — — (89,409) Other income, net — — — (13,998) Income taxes — — — (3,101) Net loss — — — (67,029) Depreciation and amortization 112,203 104,936 3,743 220,882 Expenditures for property, plant & equipment 45,795 88,318 2,764 136,877 Segment assets 3,502,467 1,732,247 — 5,234,714 Goodwill 1,052,494 186,515 — 1,239,009 Photonic Solutions Compound Semiconductors Unallocated Total ($000) 2019 Revenues $ 638,889 $ 723,607 $ — $ 1,362,496 Inter-segment revenues 12,568 94,405 (106,973) — Operating income 81,898 82,414 (15,643) 148,668 Interest expense — — — (22,417) Other income, net — — — 2,562 Income taxes — — — (21,296) Net earnings — — — 107,517 Depreciation and amortization 26,273 66,092 — 92,365 Expenditures for property, plant & equipment 44,851 83,899 — 128,750 Segment Assets 681,610 1,272,163 — $ 1,953,773 Goodwill 134,057 185,721 — $ 319,778 Geographic information for revenues from the legal country of origin, and long-lived assets by country, which include property, plant and equipment, net of related depreciation, and certain other long-term assets, were as follows: Revenues Year Ended June 30, 2021 2020 2019 ($000) United States $ 2,017,152 $ 1,432,195 $ 405,404 Non-United States Hong Kong 356,356 299,359 319,601 China 343,483 292,139 290,287 Japan 132,015 146,325 109,670 Germany 153,548 124,934 155,000 Vietnam 38,799 22,152 22,322 Switzerland 24,462 35,895 32,770 Korea 12,406 8,537 11,674 Taiwan 11,385 3,743 2,005 Singapore 5,103 5,791 6,868 Philippines 4,974 4,479 4,179 United Kingdom 4,560 4,226 2,712 Other 1,648 296 4 Total Non-United States $ 1,088,739 $ 947,876 $ 957,092 $ 3,105,891 $ 2,380,071 $ 1,362,496 Long-Lived Assets June 30, 2021 2020 ($000) United States $ 737,151 $ 754,815 Non-United States China 402,987 369,544 United Kingdom 60,090 55,028 Malaysia 53,187 46,162 Switzerland 37,121 37,129 Sweden 27,374 24,270 Germany 16,703 18,631 Australia 13,627 12,321 Vietnam 10,246 11,140 Philippines 7,890 7,607 Taiwan 6,532 — Korea 4,595 3,438 Hong Kong 2,104 2,870 Other 1,916 1,965 Total Non-United States $ 644,372 $ 590,105 $ 1,381,523 $ 1,344,920 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2021 | |
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 $29 million is recognized in the Consolidated Balance Sheet within other accrued liabilities (current) and other liabilities (non-current). Changes in fair value are recorded within accumulated other comprehensive income (loss) on the Consolidated Balance Sheet and reclassified into the Consolidated Statements 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 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 June 30, 2021; 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 June 30, 2021 ($000): Fair Value Carrying Value II-VI Notes $ 549,580 $ 328,032 Finisar Notes $ 14,889 $ 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. By entering into the Investment Agreement as described in Note 3 on March 25, 2021, the Company entered into a commitment to issue shares of II-VI Series B-1 Convertible Preferred Stock on the Initial Closing Date for a fixed price (such commitment the "Forward Sale Commitment"). The Forward Sale Commitment comprises a financial instrument, other than an outstanding share, that, at inception, has both of the following characteristics: (i) embodies an obligation to repurchase the Company's equity shares and (ii) requires or may require the Company to settle the obligation by transferring assets. Under ASC 480, Distinguishing Liabilities from Equity, it is required to be initially measured and subsequently remeasured, at fair value as an asset or liability with changes in fair value recognized in earnings. An option pricing model was utilized to calculate the fair value of the Forward Sale Commitment. The Company recognized $11 million of realized gains within Other Expense (Income), Net in the Consolidated Statements of Earnings (Loss) for the year ended June 30, 2021, related to the Forward Sale Commitment due to changes in its fair value from March 25, 2021 to its settlement on March 31, 2021. The Company, from time to time, purchases foreign currency forward exchange contracts, that permit it to sell specified amounts of these foreign currencies expected to be received from its export sales, for pre-established U.S. dollar amounts at specified dates. These contracts are entered into to limit transactional exposure to changes in currency exchange rates of export sales transactions in which settlement will occur in future periods and which otherwise would expose the Company, on the basis of its aggregate net cash flows in respective currencies, to foreign currency risk. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Eligible U.S. employees of the Company participate in a profit sharing retirement plan. Contributions accrued for the plan are made at the discretion of the Company’s board of directors and were $2 million, $6 million, and $5 million for the years ended June 30, 2021, 2020 and 2019, respectively. On August 18, 2018, the Company adopted the 2018 Employee Stock Purchase Plan (“2018 Plan”) for full time U.S. employees who have completed two years of continuous employment with the Company, and the 2018 Plan was approved by the Company’s shareholders at the Company’s Annual Meeting of Shareholders in November 2018. The employee may purchase the Company’s common stock for the lesser of 90% of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date. Offering periods will run from August through January and from February through July each year. The number of shares which may be bought by an employee during each fiscal year is limited to 15% of the employee’s base pay. The 2018 Plan limits the number of shares of common stock available for purchase to 2,000,000 shares. As of June 30, 2021, there have been 361,834 shares purchased on behalf of the employees under the 2018 Plan. Switzerland Defined Benefit Plan The Company maintains a pension plan covering employees of our Swiss subsidiary (the “Swiss Plan”). Employer and employee contributions are made to the Swiss Plan based on various percentages of salary and wages that vary according to employee age and other factors. Employer contributions to the Swiss Plan for years ended June 30, 2021 and 2020 were $4 million and $3 million, respectively. Net periodic pension cost is not material for any year presented. The underfunded pension liability was $25 million and $27 million as of June 30, 2021 and 2020, respectively. The pension adjustment amount recognized in accumulated other comprehensive income was $2 million decrease and $3 million increase for the fiscal years ended June 30, 2021 and 2020, respectively. The accumulated benefit obligation was $90 million as of June 30, 2021, compared to $85 million as of June 30, 2020. Estimated future benefit payments under the Swiss Plan are estimated to be as follows: Year Ending June 30, ($000) 2022 $ 5,500 2023 4,700 2024 4,900 2025 6,100 2026 7,500 Next five years 35,800 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities The components of other accrued liabilities were as follows: June 30, 2021 2020 ($000) Contract liabilities $ 13,926 $ 17,328 Warranty reserves 21,868 27,620 Other accrued liabilities 110,115 74,390 $ 145,909 $ 119,338 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesThe Company has purchase commitments for materials and supplies as part of the ordinary conduct of business. A portion of the commitments are long-term and are based on minimum purchase requirements. Certain short-term raw material purchase commitments have a variable price component which is based on market pricing at the time of purchase. Due to the proprietary nature of some of the Company’s materials and processes, certain contracts may contain liquidated damage provisions for early termination. The Company does not believe that a significant amount of liquidated damages are reasonably likely to be incurred under these commitments based upon historical experience and current expectations. The Company also has contingent obligations relating to earnout arrangements on its acquisitions of $1 million. Total future purchase commitments held by II-VI as of June 30, 2021, were $352 million in fiscal 2022, and $35 million thereafter. |
Share Repurchase Programs
Share Repurchase Programs | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Share Repurchase Programs | Share Repurchase Programs In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its common stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase any shares pursuant to this Program during the fiscal year ended June 30, 2021. During the fiscal year ended June 30, 2020 the Company purchased 50,000 shares of its common stock for $2 million under this program . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the years ended June 30, 2021, 2020, and 2019 were as follows ($000): Foreign Interest Defined Total AOCI - June 30, 2018 $ (1,308) $ — $ (2,472) $ (3,780) Other comprehensive income (loss) before reclassifications (14,319) — (6,307) (20,626) Amounts reclassified from AOCI — — 185 185 Net current-period other comprehensive income (14,319) — (6,122) (20,441) AOCI - June 30, 2019 $ (15,627) $ — $ (8,594) $ (24,221) Other comprehensive income (loss) before reclassifications (15,969) (46,067) (3,528) (65,564) Amounts reclassified from AOCI — 1,982 420 2,402 Net current-period other comprehensive income (15,969) (44,085) (3,108) (63,162) AOCI - June 30, 2020 $ (31,596) $ (44,085) $ (11,702) $ (87,383) Other comprehensive income (loss) before reclassifications 86,991 (2,687) 1,709 86,013 Amounts reclassified from AOCI — 14,999 638 15,637 Net current-period other comprehensive income 86,991 12,312 2,347 101,650 AOCI - June 30, 2021 $ 55,395 $ (31,773) $ (9,355) $ 14,267 |
Quarterly Financial Data (unaud
Quarterly Financial Data (unaudited) | 12 Months Ended |
Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Quarterly Financial Data (unaudited) Fiscal Year 2021 Quarter Ended June 30, March 31, December 31, September 30, 2020 ($000, except per share) 2021 Net revenues $ 808,006 $ 783,232 $ 786,569 $ 728,084 Cost of goods sold 500,379 483,676 464,103 441,520 Internal research and development 83,768 83,231 84,858 78,248 Selling, general and administrative 126,666 131,244 118,893 107,186 Interest expense 14,066 13,034 15,585 17,214 Other expense (income) - net (10,124) (21,432) (3,153) 24,339 Earnings (loss) before income taxes 93,251 93,479 106,283 59,577 Income taxes 10,957 12,387 18,383 13,311 Net Earnings (Loss) $ 82,294 $ 81,092 $ 87,900 $ 46,266 Basic earnings (loss) per share $ 0.62 $ 0.71 $ 0.78 $ 0.39 Diluted earnings (loss) per share $ 0.59 $ 0.66 $ 0.73 $ 0.38 Fiscal Year 2020 Quarter Ended June 30, March 31, December 31, September 30, ($000, except per share) 2020 Net revenues $ 746,290 $ 627,041 $ 666,331 $ 340,409 Cost of goods sold 444,153 381,108 517,991 217,269 Internal research and development 100,489 94,764 107,700 36,120 Selling, general and administrative 134,152 82,133 119,218 105,495 Interest expense 25,521 28,530 28,390 6,968 Other expense (income) - net 1,264 7,168 487 5,079 Earnings before income taxes 40,711 33,338 (107,455) (30,522) Income taxes (10,550) 27,417 (9,242) (4,524) Net Earnings $ 51,261 $ 5,921 $ (98,213) $ (25,998) Basic earnings per share $ 0.56 $ 0.07 $ (1.08) $ (0.39) Diluted earnings per share $ 0.53 $ 0.06 $ (1.08) $ (0.39) |
SCHEDULE II
SCHEDULE II | 12 Months Ended |
Jun. 30, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II | SCHEDULE II II-VI INCORPORATED AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED JUNE 30, 2021, 2020, AND 2019 (IN THOUSANDS OF DOLLARS) Balance at Charged Charged Deduction Balance YEAR ENDED JUNE 30, 2021: Allowance for doubtful accounts $ 1,698 $ 301 $ — $ (1,075) (3) $ 924 Warranty reserves $ 27,620 $ 2,134 $ — $ (7,886) $ 21,868 Deferred tax asset valuation allowance $ 54,559 $ (2,545) $ 1,751 (2) $ — $ 53,765 YEAR ENDED JUNE 30, 2020: Allowance for doubtful accounts $ 1,292 $ 956 $ — $ (550) (3) $ 1,698 Warranty reserves $ 4,478 $ 11,507 $ 37,453 (1) $ (25,818) $ 27,620 Deferred tax asset valuation allowance $ 20,190 $ (2,186) $ 36,555 (1) $ — $ 54,559 YEAR ENDED JUNE 30, 2019: Allowance for doubtful accounts $ 837 $ 548 $ — $ (93) (3) $ 1,292 Warranty reserves $ 4,679 $ 4,185 $ — $ (4,386) $ 4,478 Deferred tax asset valuation allowance $ 21,797 $ (1,607) $ — $ — $ 20,190 (1) Related to amounts assumed from the Finisar Acquisition. (2) Primarily related to currency translation adjustments. (3) Primarily relates to write-offs of accounts receivable. |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The Consolidated Financial Statements include the accounts of the Company. All intercompany transactions and balances have been eliminated. |
Estimates | Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation. For all foreign subsidiaries whose functional currency is not the U.S. dollar, the functional currency is the local currency. Assets and liabilities of those operations are translated into U.S. dollars using period-end exchange rates while income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are recorded as accumulated other comprehensive income (loss) within shareholders’ equity in the accompanying Consolidated Balance Sheets. |
Cash and Cash Equivalents | Cash and Cash Equivalents. The Company considers highly liquid investment instruments with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents with high credit quality financial institutions and to date have not experienced credit losses in these instruments. |
Accounts Receivable | Accounts Receivable. The Company makes estimates evaluating its allowance for doubtful accounts. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience, current market conditions and any specific customer collection issues that it has identified. |
Inventories | Inventories. Inventories are valued at the lower of cost or net realizable value, with cost determined on the first-in, first-out basis. Inventory costs include material, labor and manufacturing overhead. In evaluating the net realizable value of inventory, management also considers, if applicable, other factors, including known trends, market conditions, currency exchange rates and other such issues. The Company generally records a reduction to the carrying value of inventory as a charge against earnings for all products on hand more than 12 to 24 months, depending on the nature of the products that have not been sold to customers or cannot be further manufactured for sale to alternative customers. An additional charge may be recorded for product on hand that is in excess of product sold to customers over the same periods noted above. |
Property, Plant and Equipment | Property, Plant and Equipment. Property, plant and equipment are carried at cost or fair value upon acquisition. Major improvements are capitalized, while maintenance and repairs are generally expensed as incurred. The Company reviews its |
Leases | Leases. Leases are recognized under Accounting Standards Codification 842, Leases. The Company determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Company has the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company uses the incremental borrowing rate in determining the present value of lease payments, unless the implicit rate is readily determinable. If lease terms include options to extend or terminate the lease, the ROU asset and lease liability are measured based on the reasonably certain decision. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component for all classes of leased assets for which the Company is the lessee. Additionally, for certain equipment leases, the portfolio approach is applied to account for the operating lease ROU assets and lease liabilities. In the Consolidated Statements of Earnings (Loss), lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For finance leases, interest expense is recognized on the lease liability and the ROU asset is amortized over the lease term. Some leasing arrangements require variable payments that are dependent upon usage or output, or may vary for other reasons, such as insurance or tax payments. Variable lease payments are recognized as incurred and are not presented as part of the ROU asset or lease liability. See Note 13 for additional information |
Business Combinations | Business Combinations. The Company accounts for business acquisitions by establishing the acquisition-date fair value as the measurement for all assets acquired and liabilities assumed. Certain provisions of U.S. GAAP prescribe, among other things, the determination of acquisition-date fair value of consideration paid in a business combination (including contingent consideration) and the exclusion of transaction and acquisition-related restructuring costs from acquisition accounting. On August 20, 2020, the Company acquired all of the outstanding shares of Ascatron AB ("Ascatron"), located in Sweden and on October 1, 2020, the Company acquired the remaining 6.1% interest in INNOViON Corporation ("Innovion"). Refer to Note 4 Acquisitions for further information regarding the Innovion and Ascatron acquisitions. |
Goodwill | Goodwill. The excess purchase price over the fair value allocated to identifiable tangible and intangible net assets of businesses acquired is reported as goodwill in the accompanying Consolidated Balance Sheets. The Company tests goodwill for impairment at least annually as of April 1, or when events or changes in circumstances indicate that goodwill might be impaired. The evaluation of impairment involves comparing the current fair value of the Company’s reporting units to the recorded value (including goodwill). The Company uses a discounted cash flow (“DCF”) model and/or a market analysis to determine the fair value of its reporting units. A number of assumptions and estimates are involved in estimating the forecasted cash flows used in the DCF model, including markets and market shares, sales volume and pricing, costs to produce, working capital changes and income tax rates. Management considers historical experience and all available information at the time the fair values of the reporting units are estimated. Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company has the option to perform a qualitative assessment of goodwill prior to completing the quantitative assessment described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. If the Company concludes that this is the case, it must perform the quantitative assessment. Otherwise, the Company will forego the quantitative assessment and does not need to perform any further testing. As of April 1 of fiscal years 2021 and 2020, the Company completed its annual impairment tests of its reporting units using the quantitative assessment. Based on the results of these analyses the Company’s goodwill was not impaired. |
Intangibles | Intangibles. Intangible assets are initially recorded at their cost or fair value upon acquisition. Finite-lived intangible assets are amortized for financial reporting purposes using the straight-line method over the estimated useful lives of the assets ranging from 3 to 20 years. Indefinite-lived intangible assets are not amortized but tested annually for impairment at April 1, or when events or changes in circumstances indicate that indefinite-lived intangible assets might be impaired. |
Investments in Other Entities | Investments in Other Entities. In the normal course of business, the Company enters into various types of investment arrangements, each having unique terms and conditions. These investments may include equity interests held by the Company in business entities, including general or limited partnerships, contractual ventures, or other forms of equity participation. The Company determines whether such investments involve a variable interest entity (“VIE”) based on the characteristics of the subject entity. If the entity is determined to be a VIE, then management determines if the Company is the primary beneficiary of the entity and whether or not consolidation of the VIE is required. The primary beneficiary consolidating the VIE must normally have both (i) the power to direct the activities of a VIE that most significantly affect the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE, in either case that could potentially be significant to the VIE. When the Company is deemed to be the primary beneficiary, the VIE is consolidated and the other party’s equity interest in the VIE is accounted for as a noncontrolling interest. The Company generally accounts for investments it makes in VIEs in which it has determined that it does not have a controlling financial interest but has significant influence over or holds at least a 20% ownership interest using the equity method. Any such investment not meeting the parameters to be accounted under the equity method would be accounted for under ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. If an entity fails to meet the characteristics of a VIE, management then evaluates such entity under the voting model. Under the voting model, management consolidates the entity if they determine that the Company, directly or indirectly, has greater than 50% of the voting shares and determines that other equity holders do not have substantive participating rights. |
Series A Mandatory Convertible Preferred Stock and Series B Convertible Preferred Stock | Series A Mandatory Convertible Preferred Stock . The II-VI Series A Mandatory Convertible Preferred Stock is initially measured at fair value, less underwriting discounts and commissions and offering expenses paid by the Company. The Preferred Stock’s dividends are cumulative, at 6% per annum. |
Commitments and Contingencies | Commitments and Contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Such accruals are adjusted as further information develops or circumstances change. Our customers may discover defects in our products after the products have been fully deployed and operated under peak stress conditions. If we are unable to correct defects or other problems, we could experience, among other things, loss of customers, increased costs of product returns and warranty expenses, damage to our brand reputation, failure to attract new customers or achieve market acceptance, diversion of development and engineering resources, or legal action by our customers. The Company had no material loss contingency liabilities at June 30, 2021 related to commitments and contingencies. |
Income Taxes | Income Taxes. Deferred income tax assets and liabilities are determined based on the differences between the Consolidated Financial Statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount more likely than not to be realized. The Company’s accounting policy is to apply acquired deferred tax liabilities to pre-existing deferred tax assets before evaluating the need for a valuation allowance for acquired deferred tax assets. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The amount of unrecognized tax benefits is adjusted for changes in facts and circumstances. For example, adjustments could result from significant amendments to existing tax law and the issuance of regulations or interpretations by the taxing authorities, new information obtained during a tax examination, or resolution of an examination. The Company believes that its estimates for uncertain tax positions are appropriate and sufficient to pay assessments that may result from examinations of its tax returns. The Company recognizes both accrued interest and penalties related to unrecognized tax benefits in income tax expense. |
Revenue Recognition | Revenue Recognition. Revenue is recognized under Accounting Standards Codification 606, Revenue from Contracts with Customers (ASC 606), when or as obligations under the terms of a contract with the Company’s customer have been satisfied and control has transferred to the customer. The Company has elected the practical expedient to exclude all taxes from the measurement of the transaction price. For contracts with commercial customers, which comprise the majority of the Company’s performance obligations, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by the customer and without significant judgments. The majority of contracts typically require payment within 30 to 90 days after transfer of ownership to the customer. Contracts with the U.S. government through its prime contractors are typically for products or services with no alternative future use to the Company with an enforceable right to payment for performance completed to date, whereas commercial contracts typically have alternative use. Customized products with no alternative future use to the Company with an enforceable right to payment for performance completed to date are recorded over time utilizing the output method of units delivered. The Company considers this to be a faithful depiction of the transfer to the customer of revenue over time due to short cycle time and immaterial work-in-process balances. The majority of contracts typically require payment within 30 to 90 days after transfer of ownership to the customer. Service revenue includes repairs, non-recurring engineering, tolling arrangements and installation. Repairs, tolling and installation activities are usually completed in a short period of time (normally less than one month) and therefore recorded at a point in time when the services are completed. Non-recurring engineering arrangements are typically recognized over time under the time and material practical expedient, as the entity has a right to consideration from a customer, in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The majority of contracts typically require payment within 90 days. The Company's revenue recognition policy is consistently applied across the Company's segments, product lines, services, and geographical locations. For the periods covered herein, the Company measures revenue based on the amount of consideration it expects to be entitled to in exchange for products or services, reduced by the amount of variable consideration related to products expected to be returned. The Company determines variable consideration, which primarily consists of product returns and distributor sales price reductions resulting from price protection agreements, by estimating the impact of such reductions based on historical analysis of such activity. Under ASC 606, the Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. The Company has elected to recognize the costs for freight and shipping when control over products has transferred to the customer as an expense in cost of goods sold. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of future returns, based on historical experience. The Company offers an assurance-type limited warranty that products will be free from defects in materials and workmanship. The Company establishes an accrual for estimated warranty expenses at the time revenue is recognized. The warranty is typically one year, although can be longer periods for certain products, and is limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. The Company believes that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows. See Note 5. Revenue from Contracts with Customers. |
Research and Development | Research and Development . Research and development expenses include salaries, contractor and consultant fees, supplies and materials, as well as costs related to other overhead such as depreciation, facilities, utilities and other departmental expenses. The costs we incur with respect to internally developed technology, including allocations of our wafer fabrication and other manufacturing facilities and resources utilized to support R&D programs, are included in research and development expenses as incurred. |
Share-Based Compensation | Share-Based Compensation. Share-based compensation arrangements require the recognition in net earnings (loss) of the grant date fair value of stock compensation (for equity-classified awards). The Company recognizes the share-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period, net of forfeitures. The estimated annualized forfeitures are based on the Company’s historical experience of pre-vesting cancellations. The Company will record additional expense in future periods if the actual forfeiture rate is lower than estimated, and will adjust expense in future periods if the actual forfeitures are higher than estimated. |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Income (Loss). Accumulated other comprehensive income (loss) is a measure of all changes in shareholders’ equity that result from transactions and other economic events in the period other than transactions with owners. Accumulated other comprehensive income (loss) is a component of shareholders’ equity and consists of accumulated foreign currency translation adjustments, changes in the fair value of interest rate swap derivative instruments, and pension adjustments. |
Fair Value Measurements | Fair Value Measurements. The Company applies fair value accounting for all financial assets and liabilities that are required to be recognized or disclosed at fair value in the Consolidated Financial Statements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which the Company would transact, and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. |
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 consolidated financial statements. Pronouncements Currently Under Evaluation In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06"). The update simplifies the accounting for convertible instruments by eliminating two accounting models (i.e., the cash conversion model and beneficial conversion feature model) and reducing the number of embedded conversion features that could be recognized separately from the host contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. ASC 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. We plan to adopt this ASU as of July 1, 2021. We estimate the impact of adopting ASU 2020-06 will result in an increase in net debt of $15 million, a decrease in the deferred tax liability of $3 million, a decrease in common stock of $56 million, and an increase in retained earnings of $45 million. The adoption will result in a decrease of interest expense of approximately $12 million in fiscal year 2022. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The Company is in the process of evaluating the impact of the pronouncement. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | The following table presents the final allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisitions ($000): Previously Reported September 30, 2020 Measurement Period Adjustments (a) As Adjusted Assets Developed technology $ 20,000 $ (3,622) $ 16,378 Goodwill 18,922 3,018 21,940 Other assets 2,511 683 3,194 Total assets acquired $ 41,433 $ 79 $ 41,512 Liabilities Non-interest bearing liabilities $ (203) $ (1,101) $ (1,304) Deferred tax liability (4,526) 1,022 (3,504) Total liabilities assumed (4,729) (79) (4,808) Net assets acquired $ 36,704 $ — $ 36,704 Previously Reported December 31, 2020 Measurement Period Adjustments (a) As Adjusted Assets Developed technology $ 15,000 $ (240) $ 14,760 Customer lists 10,000 (1,003) 8,997 Goodwill 29,478 3,216 32,694 Property, plant, & equipment 16,556 (1,832) 14,724 ROU Asset 10,644 1,893 12,537 Other assets 12,450 (643) 11,807 Total assets acquired $ 94,128 $ 1,391 $ 95,519 Liabilities Non-interest bearing liabilities $ (14,050) $ (1,788) $ (15,838) Interest bearing liabilities (3,430) — (3,430) Deferred tax liabilities (5,743) 397 (5,346) Total liabilities assumed $ (23,223) $ (1,391) $ (24,614) Net assets acquired $ 70,905 $ — $ 70,905 (a) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its valuation models, assumptions and inputs. The measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregated Revenue by Market and Product | The following table summarizes disaggregated revenue by market for the years ended June 30, 2021, 2020 and 2019 ($000): Year Ended June 30, 2021 Photonic Solutions Compound Semiconductors Total Industrial $ 50,181 $ 275,698 $ 325,879 Communications 1,917,697 134,969 2,052,666 Aerospace & Defense — 201,845 201,845 Consumer 9,138 277,319 286,457 Other 61,268 177,776 239,044 Total Revenues $ 2,038,284 $ 1,067,607 $ 3,105,891 Year Ended June 30, 2020 Photonic Compound Unallocated & Other Total Industrial $ 52,806 $ 240,475 $ — $ 293,281 Communications 1,437,377 125,527 21,557 1,584,461 Aerospace & Defense — 175,097 — 175,097 Consumer 4,620 126,227 494 131,341 Other 41,987 153,904 — 195,891 Total Revenues $ 1,536,790 $ 821,230 $ 22,051 $ 2,380,071 Year Ended June 30, 2019 Photonic Compound Total Industrial $ 58,621 $ 283,422 $ 342,043 Communications 526,420 92,812 619,232 Aerospace & Defense — 152,702 152,702 Consumer 2,300 46,826 49,126 Other 51,548 147,845 199,393 Total Revenues $ 638,889 $ 723,607 $ 1,362,496 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows: June 30, 2021 2020 ($000) Raw materials $ 211,890 $ 190,237 Work in progress 336,391 298,577 Finished goods 147,547 130,996 Total Inventories $ 695,828 $ 619,810 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | Property, plant & equipment consists of the following: June 30, 2021 2020 ($000) Land and land improvements $ 20,454 $ 18,396 Buildings and improvements 419,157 345,736 Machinery and equipment 1,483,183 1,352,835 Construction in progress 136,544 111,394 Finance lease right-of-use asset 25,000 25,000 2,084,338 1,853,361 Less accumulated depreciation (841,432) (638,589) Property, plant, and equipment, net $ 1,242,906 $ 1,214,772 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows ($000): Year Ended June 30, 2021 Year Ended June 30, 2020 Photonic Solutions Compound Semiconductors Total Photonic Solutions Compound Semiconductors Total Balance-beginning of period $ 1,052,494 $ 186,515 $ 1,239,009 $ 134,057 $ 185,721 $ 319,778 Goodwill acquired — 54,634 54,634 919,192 — 919,192 Finisar measurement period adjustments (4,901) — (4,901) — — — Foreign currency translation 5,435 2,550 7,985 (755) 794 39 Balance-end of period $ 1,053,028 $ 243,699 $ 1,296,727 $ 1,052,494 186,515 1,239,009 |
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 June 30, 2021 and 2020 were as follows ($000): June 30, 2021 June 30, 2020 Gross Accumulated Net Gross Accumulated Net Technology $ 476,200 $ (106,802) $ 369,398 $ 444,315 $ (68,048) $ 376,267 Trade Names 22,660 (6,233) 16,427 22,369 (3,669) 18,700 Customer Lists 469,154 (136,519) 332,635 456,223 (92,822) 363,401 Other 1,576 (1,576) — 1,570 (1,570) — Total $ 969,590 $ (251,130) $ 718,460 $ 924,477 $ (166,109) $ 758,368 |
Estimated Amortization Expense for Existing Intangible Assets for Each of Five Succeeding Years | The estimated amortization expense for existing intangible assets for each of the five succeeding years is as follows ($000): Year Ending June 30, 2022 $ 83,463 2023 82,558 2024 80,684 2025 79,196 2026 73,466 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt for the periods indicated were as follows ($000): June 30, 2021 June 30, 2020 Term A Facility, interest at LIBOR, as defined, plus 1.38% $ 1,057,412 $ 1,194,463 Revolving Credit Facility, interest at LIBOR, as defined, plus 1.38% — 74,000 Debt issuance costs, Term A Facility and Revolving Credit Facility (25,191) (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 344,969 345,000 0.25% convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount (16,937) (30,688) Total debt 1,375,141 2,255,342 Current portion of long-term debt (62,050) (69,250) Long-term debt, less current portion $ 1,313,091 $ 2,186,092 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of principal amounts of debt obligations for the next five years and thereafter is as follows ($000): Year Ending June 30, 2022 $ 62,050 2023 407,019 2024 62,050 2025 871,263 2026 — Thereafter 14,888 Total $ 1,417,270 |
Summary of Total Interest Expense Recognized | The following table sets forth total interest expense recognized related to the II-VI Notes for the years ended June 30, 2021, 2020 and 2019 ($000): Year Ended June 30, 2021 Year Ended June 30, 2020 Year Ended June 30, 2019 0.25% contractual coupon $ 874 $ 876 $ 874 Amortization of debt discount and debt issuance costs including initial purchaser discount 13,748 13,172 12,550 Interest expense $ 14,622 $ 14,048 $ 13,424 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Earnings (Losses) Before Income Taxes | The components of earnings (loss) before income taxes were as follows: Year Ended June 30, 2021 2020 2019 ($000) U.S. income (loss) $ 21,692 $ (302,027) $ (34,241) Non-U.S. income 330,898 238,099 163,054 Earnings (loss) before income taxes $ 352,590 $ (63,928) $ 128,813 |
Components of Income Tax Expense | The components of income tax expense were as follows: Year Ended June 30, 2021 2020 2019 ($000) Current: Federal $ 415 $ 7 $ 1,755 State 1,632 496 472 Foreign 53,362 45,052 29,531 Total Current $ 55,409 $ 45,555 $ 31,758 Deferred: Federal $ 13,744 $ (43,955) $ (3,764) State (431) 1,007 (2,010) Foreign (13,684) 494 (4,688) Total Deferred $ (371) $ (42,454) $ (10,462) Total Income Tax Expense $ 55,038 $ 3,101 $ 21,296 |
Schedule of Principal Items Comprising Deferred Income Taxes | Principal items comprising deferred income taxes were as follows: June 30, 2021 2020 ($000) Deferred income tax assets Inventory capitalization $ 20,753 $ 19,372 Interest rate swap 6,347 9,847 Non-deductible accruals 7,437 9,325 Accrued employee benefits 14,025 11,095 Net-operating loss and credit carryforwards 163,717 182,625 Share-based compensation expense 8,400 8,110 Other 8,956 9,736 Right of use asset 33,341 31,573 Valuation allowances (53,765) (54,559) Total deferred income tax assets $ 209,211 $ 227,124 Deferred income tax liabilities Tax over book accumulated depreciation $ (32,692) $ (25,926) Intangible assets (153,582) (160,577) Tax on unremitted earnings (21,569) (21,785) Convertible debt (3,321) (6,006) Lease liability (32,053) (29,768) Other (6,458) (5,676) Total deferred income tax liabilities $ (249,675) $ (249,738) Net deferred income taxes $ (40,464) $ (22,614) |
Schedule of Reconciliation of Income Tax Expense at Statutory U.S. Federal Rate to Reported Income Tax Expense | The reconciliation of income tax expense at the statutory U.S. federal rate to the reported income tax expense is as follows: Year Ended June 30, 2021 % 2020 % 2019 % ($000) Taxes at statutory rate $ 74,044 21 $ (13,425) 21 $ 27,051 21 Increase (decrease) in taxes resulting from: State income taxes-net of federal benefit 1,246 — 1,194 (2) (1,212) (1) Taxes on non U.S. earnings (26,557) (7) (915) 1 (5,857) (5) Valuation allowance (3,720) (1) (9,365) 15 (6,703) (5) Research and manufacturing incentive deductions and credits (22,968) (6) (15,836) 25 (11,756) (9) Stock compensation (2,500) (1) 4,334 (7) (1,914) (1) Repatriation tax — — — — 14,108 11 GILTI and FDII 27,369 8 36,067 (56) 6,437 5 Other 8,124 2 1,047 (2) 1,142 1 $ 55,038 16 $ 3,101 (5) $ 21,296 17 |
Schedule of Gross Operating Loss Carryforwards and Tax Credit Carryforwards | The Company has the following gross operating loss carryforwards and tax credit carryforwards as of June 30, 2021: Type Amount Expiration Date ($000) Tax credit carryforwards: Federal research and development credits $ 79,211 June 2022-June 2041 Foreign tax credits 20,493 June 2022-June 2031 State tax credits 15,434 June 2022-June 2036 State tax credits (indefinite) 39,125 Indefinite Operating loss carryforwards: Loss carryforwards - federal $ 47,755 June 2022-June 2036 Loss carryforwards - state 136,454 June 2022-June 2041 Loss carryforwards - state (indefinite) 13,076 Indefinite Loss carryforwards - foreign 17,375 June 2021-June 2040 Loss carryforwards - foreign (indefinite) 48,884 Indefinite |
Schedule of Changes in Liability for Unrecognized Tax Benefits | Changes in the liability for unrecognized tax benefits for the fiscal years ended June 30, 2021, 2020 and 2019 were as follows: 2021 2020 2019 ($000) Beginning balance $ 42,803 $ 11,520 $ 9,892 Increases in current year tax positions 3,940 1,506 191 Increases in prior year tax positions — — 376 Acquired business 5,341 31,791 6,036 Settlements (7,514) — — Expiration of statute of limitations (6,545) (2,014) (4,975) Ending balance $ 38,025 $ 42,803 $ 11,520 |
Equity and Redeemable Preferr_2
Equity and Redeemable Preferred Stock (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Measurement Inputs Used to Estimate Future Market Value | Upon issuance of the Mandatory Convertible Preferred Stock, the Company used a Monte Carlo simulation model to estimate the future market value of the II-VI Common Stock on the mandatory conversion date, based on the following inputs: Expected Volatility 50% - 55% Cost of Equity 14% - 17% Dividend Yield none |
Dividends Declared | The following table presents dividends per share and dividends recognized for the year ended June 30, 2021: Year Ended June 30, 2021 Dividends per share 11.80 Series A Mandatory Convertible Preferred Stock dividends ($000) 27,140 The following table presents dividends per share and dividends recognized for the year ended June 30, 2021: Year Ended June 30, 2021 Dividends per share $ 134.55 Dividends ($000) 9,583 Deemed dividends ($000) 508 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The following is a reconciliation of the numerators and denominators of the basis and diluted earnings (loss) per share computations for the periods presented ($000): Year Ended June 30, 2021 2020 2019 ($000 except per share) Numerator Net earnings (loss) $ 297,552 $ (67,029) $ 107,517 Deduct Series A preferred stock dividends (27,140) — — Deduct Series B redeemable preferred stock dividends (9,583) — — Deduct Series B redeemable preferred stock deemed dividends (508) — — Basic earnings (loss) available to common shareholders $ 260,321 $ (67,029) $ 107,517 Effect of dilutive securities: Add back interest on II-VI Notes Due 2022 $ 12,264 $ — $ — Diluted earnings (loss) available to common shareholders $ 272,585 $ (67,029) $ 107,517 Denominator Weighted average shares 104,151 84,828 63,584 Effect of dilutive securities Stock options, performance and restricted shares 3,552 — 2,220 II-VI Notes due 2022 7,331 — — Diluted weighted average common shares 115,034 84,828 65,804 Basic earnings (loss) per common share $ 2.50 $ (0.79) $ 1.69 Diluted earnings (loss) per common share $ 2.37 $ (0.79) $ 1.63 |
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share | The following table presents potential shares of common stock excluded from the calculation of diluted net earnings (loss) per share, as their effect would have been antidilutive (in thousands of shares): Year Ended June 30, 2021 2020 2019 Series A Mandatory Convertible Preferred Stock 8,915 — — Series B Redeemable Preferred Stock 2,230 — — II-VI Notes due 2022 — 7,331 7,331 Stock options, performance and restricted shares 118 2,345 115 0.50% Finisar Convertible Notes — 289 — Total anti-dilutive shares 11,263 9,965 7,446 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Lease, Cost | The following table presents lease costs, which include short-term leases, lease term, and discount rates ($000): Year Ended Year Ended Finance Lease Cost Amortization of right-of-use assets $ 1,667 $ 1,667 Interest on lease liabilities 1,268 1,328 Total finance lease cost 2,935 2,995 Operating lease cost 37,361 32,466 Sublease income 1,471 368 Total lease cost $ 38,825 $ 35,093 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases 1,268 1,328 Operating cash flows from operating leases 35,641 30,816 Financing cash flows from finance leases 1,152 1,026 Assets Obtained in Exchange for Lease Liabilities Right-of-use assets obtained in acquisitions 13,391 29,247 Right-of-use assets obtained in exchange for new operating lease liabilities 52,839 29,458 Total assets obtained in exchange for new operating lease liabilities 66,230 58,705 Weighted-Average Remaining Lease Term (in Years) Finance leases 10.5 11.5 Operating leases 7.0 7.2 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % Operating leases 6.1 % 7.3 % |
Finance Leases, Future Minimum Lease Payments | The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 34,076 $ 2,486 $ 36,562 Year 2 31,121 2,554 33,675 Year 3 27,276 2,624 29,900 Year 4 23,332 2,697 26,029 Year 5 18,632 2,771 21,403 Thereafter 58,590 16,648 75,238 Total minimum lease payments $ 193,027 $ 29,780 $ 222,807 Less: amounts representing interest 42,128 7,484 49,612 Present value of total lease liabilities $ 150,899 $ 22,296 $ 173,195 |
Operating Lease, Future Minimum Lease Payments | The following table presents future minimum lease payments, which include short-term leases ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 34,076 $ 2,486 $ 36,562 Year 2 31,121 2,554 33,675 Year 3 27,276 2,624 29,900 Year 4 23,332 2,697 26,029 Year 5 18,632 2,771 21,403 Thereafter 58,590 16,648 75,238 Total minimum lease payments $ 193,027 $ 29,780 $ 222,807 Less: amounts representing interest 42,128 7,484 49,612 Present value of total lease liabilities $ 150,899 $ 22,296 $ 173,195 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense by Award Type | Share-based compensation expense for the fiscal years ended June 30, 2021, 2020 and 2019 is as follows $000: Year Ended June 30, 2021 2020 2019 Stock Options and Cash-Based Stock $ 10,626 $ 11,893 $ 6,801 Restricted Share Awards, Restricted Share 47,060 49,957 9,242 Performance Share Units and Cash 16,640 11,977 8,920 $ 74,326 $ 73,827 $ 24,963 |
Schedule of Fair Value Assumptions under Stock Option Plan | During fiscal years ended June 30, 2020 and 2019, the weighted-average fair value of options granted under the Plan was $14.79 and $20.66, respectively, per option using the following assumptions: Year Ended June 30, 2020 2019 Risk-free interest rate 1.50 % 2.80 % Expected volatility 39 % 37 % Expected life of options 6.91 years 6.96 years Dividend yield None None |
Stock Option and Cash-Based Stock Appreciation Rights Activity | Stock option and cash-based stock appreciation rights activity during the fiscal year ended June 30, 2021 was as follows: Stock Options Cash-Based Stock Appreciation Rights Number of Weighted Average Number of Weighted Average Outstanding - July 1, 2020 3,721,801 $ 26.99 230,374 $ 32.13 Exercised (1,047,216) $ 21.04 (76,880) $ 28.75 Forfeited and Expired (31,951) $ 33.86 (8,160) $ 34.14 Outstanding - June 30, 2021 2,642,634 $ 29.26 145,334 $ 33.80 Exercisable - June 30, 2021 1,805,735 $ 25.31 63,209 $ 27.36 |
Share-Based Compensation Outstanding and Exercisable Options | Outstanding and exercisable stock options at June 30, 2021 were as follows: Stock Options and Cash-Based Stock Stock Options and Cash-Based Stock Number of Weighted Weighted Number of Weighted Weighted Range of Shares or Contractual Term Exercise Shares or Contractual Term Exercise Exercise Prices Rights (Years) Price Rights (Years) Price $13.34 - $18.07 574,264 3.55 $ 16.18 574,264 3.55 $ 16.18 $18.07 - $24.35 685,719 4.01 $ 20.83 674,952 3.94 $ 20.70 $24.35 - $35.39 542,224 6.79 $ 33.21 291,734 6.18 $ 34.20 $35.39 - $36.90 573,384 8.21 $ 36.47 126,567 8.16 $ 36.43 $36.90 - $49.90 412,377 7.08 $ 47.85 201,427 6.96 $ 47.60 2,787,968 5.78 $ 29.49 1,868,944 4.78 $ 25.38 |
Restricted Share, Restricted Share Unit and Cash-Based Restricted Share Unit Activity | Restricted share award, restricted share unit, and cash-based restricted share unit activity during the fiscal year ended June 30, 2021, was as follows: Restricted Share Awards Restricted Share Units Cash-Based Restricted Share Units Number of Weighted Average Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2020 50,527 $ 35.92 2,242,412 $ 39.46 82,003 $ 38.31 Granted — $ — 1,277,460 $ 45.74 5,194 $ 44.30 Vested (49,525) $ 35.47 (996,955) $ 37.91 (38,943) $ 38.57 Forfeited (1,002) $ 18.42 (196,745) $ 38.36 (2,381) $ 38.91 Nonvested - June 30, 2021 — $ — 2,326,172 $ 43.67 45,873 $ 38.75 |
Performance Share and Cash-Based Performance Share Unit Award Activity | Performance share unit and cash-based performance share unit activity relating to the Plan during the year ended June 30, 2021, was as follows: Performance Share Units Cash-Based Performance Share Units Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2020 409,246 $ 40.96 35,188 $ 38.54 Granted 209,639 $ 52.04 — $ — Vested (187,410) $ 30.03 (14,928) $ 35.25 Forfeited (5,344) $ 37.66 — $ — Performance Adjustments 92,178 $ 17.52 7,464 $ 35.25 Nonvested - June 30, 2021 518,309 $ 45.28 27,724 $ 39.43 |
Segment and Geographic Report_2
Segment and Geographic Reporting (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
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: Photonic Solutions Compound Semiconductors Unallocated Total ($000) 2021 Revenues $ 2,038,284 $ 1,067,607 $ — $ 3,105,891 Inter-segment revenues 35,358 244,407 (279,765) — Operating income (loss) 207,652 221,239 (26,772) 402,119 Interest expense — — — (59,899) Other income, net — — — 10,370 Income taxes — — — (55,038) Net earnings — — — 297,552 Depreciation and amortization 161,208 108,861 — 270,069 Expenditures for property, plant & equipment 87,304 59,033 — 146,337 Segment assets 4,231,289 2,281,361 — 6,512,650 Goodwill 1,053,028 243,699 — 1,296,727 Photonic Solutions Compound Semiconductors Unallocated Total ($000) 2020 Revenues $ 1,536,790 $ 821,230 $ 22,051 $ 2,380,071 Inter-segment revenues 31,515 164,884 (196,399) — Operating income (loss) 49,930 62,279 (72,730) 39,479 Interest expense — — — (89,409) Other income, net — — — (13,998) Income taxes — — — (3,101) Net loss — — — (67,029) Depreciation and amortization 112,203 104,936 3,743 220,882 Expenditures for property, plant & equipment 45,795 88,318 2,764 136,877 Segment assets 3,502,467 1,732,247 — 5,234,714 Goodwill 1,052,494 186,515 — 1,239,009 Photonic Solutions Compound Semiconductors Unallocated Total ($000) 2019 Revenues $ 638,889 $ 723,607 $ — $ 1,362,496 Inter-segment revenues 12,568 94,405 (106,973) — Operating income 81,898 82,414 (15,643) 148,668 Interest expense — — — (22,417) Other income, net — — — 2,562 Income taxes — — — (21,296) Net earnings — — — 107,517 Depreciation and amortization 26,273 66,092 — 92,365 Expenditures for property, plant & equipment 44,851 83,899 — 128,750 Segment Assets 681,610 1,272,163 — $ 1,953,773 Goodwill 134,057 185,721 — $ 319,778 |
Geographic Information for Revenues from Country of Origin (Shipped from), and Long-Lived Assets from Country of Origin | Geographic information for revenues from the legal country of origin, and long-lived assets by country, which include property, plant and equipment, net of related depreciation, and certain other long-term assets, were as follows: Revenues Year Ended June 30, 2021 2020 2019 ($000) United States $ 2,017,152 $ 1,432,195 $ 405,404 Non-United States Hong Kong 356,356 299,359 319,601 China 343,483 292,139 290,287 Japan 132,015 146,325 109,670 Germany 153,548 124,934 155,000 Vietnam 38,799 22,152 22,322 Switzerland 24,462 35,895 32,770 Korea 12,406 8,537 11,674 Taiwan 11,385 3,743 2,005 Singapore 5,103 5,791 6,868 Philippines 4,974 4,479 4,179 United Kingdom 4,560 4,226 2,712 Other 1,648 296 4 Total Non-United States $ 1,088,739 $ 947,876 $ 957,092 $ 3,105,891 $ 2,380,071 $ 1,362,496 Long-Lived Assets June 30, 2021 2020 ($000) United States $ 737,151 $ 754,815 Non-United States China 402,987 369,544 United Kingdom 60,090 55,028 Malaysia 53,187 46,162 Switzerland 37,121 37,129 Sweden 27,374 24,270 Germany 16,703 18,631 Australia 13,627 12,321 Vietnam 10,246 11,140 Philippines 7,890 7,607 Taiwan 6,532 — Korea 4,595 3,438 Hong Kong 2,104 2,870 Other 1,916 1,965 Total Non-United States $ 644,372 $ 590,105 $ 1,381,523 $ 1,344,920 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Fair Value and Carrying Value of Convertible Notes | The fair value and carrying value of the II-VI Notes and Finisar Notes were as follows at June 30, 2021 ($000): Fair Value Carrying Value II-VI Notes $ 549,580 $ 328,032 Finisar Notes $ 14,889 $ 14,888 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Schedule of Estimated Future Benefit Payments Under Swiss Plan | Estimated future benefit payments under the Swiss Plan are estimated to be as follows: Year Ending June 30, ($000) 2022 $ 5,500 2023 4,700 2024 4,900 2025 6,100 2026 7,500 Next five years 35,800 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Components of Other Accrued Liabilities | The components of other accrued liabilities were as follows: June 30, 2021 2020 ($000) Contract liabilities $ 13,926 $ 17,328 Warranty reserves 21,868 27,620 Other accrued liabilities 110,115 74,390 $ 145,909 $ 119,338 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax | The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the years ended June 30, 2021, 2020, and 2019 were as follows ($000): Foreign Interest Defined Total AOCI - June 30, 2018 $ (1,308) $ — $ (2,472) $ (3,780) Other comprehensive income (loss) before reclassifications (14,319) — (6,307) (20,626) Amounts reclassified from AOCI — — 185 185 Net current-period other comprehensive income (14,319) — (6,122) (20,441) AOCI - June 30, 2019 $ (15,627) $ — $ (8,594) $ (24,221) Other comprehensive income (loss) before reclassifications (15,969) (46,067) (3,528) (65,564) Amounts reclassified from AOCI — 1,982 420 2,402 Net current-period other comprehensive income (15,969) (44,085) (3,108) (63,162) AOCI - June 30, 2020 $ (31,596) $ (44,085) $ (11,702) $ (87,383) Other comprehensive income (loss) before reclassifications 86,991 (2,687) 1,709 86,013 Amounts reclassified from AOCI — 14,999 638 15,637 Net current-period other comprehensive income 86,991 12,312 2,347 101,650 AOCI - June 30, 2021 $ 55,395 $ (31,773) $ (9,355) $ 14,267 |
Quarterly Financial Data (una_2
Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (unaudited) | Fiscal Year 2021 Quarter Ended June 30, March 31, December 31, September 30, 2020 ($000, except per share) 2021 Net revenues $ 808,006 $ 783,232 $ 786,569 $ 728,084 Cost of goods sold 500,379 483,676 464,103 441,520 Internal research and development 83,768 83,231 84,858 78,248 Selling, general and administrative 126,666 131,244 118,893 107,186 Interest expense 14,066 13,034 15,585 17,214 Other expense (income) - net (10,124) (21,432) (3,153) 24,339 Earnings (loss) before income taxes 93,251 93,479 106,283 59,577 Income taxes 10,957 12,387 18,383 13,311 Net Earnings (Loss) $ 82,294 $ 81,092 $ 87,900 $ 46,266 Basic earnings (loss) per share $ 0.62 $ 0.71 $ 0.78 $ 0.39 Diluted earnings (loss) per share $ 0.59 $ 0.66 $ 0.73 $ 0.38 Fiscal Year 2020 Quarter Ended June 30, March 31, December 31, September 30, ($000, except per share) 2020 Net revenues $ 746,290 $ 627,041 $ 666,331 $ 340,409 Cost of goods sold 444,153 381,108 517,991 217,269 Internal research and development 100,489 94,764 107,700 36,120 Selling, general and administrative 134,152 82,133 119,218 105,495 Interest expense 25,521 28,530 28,390 6,968 Other expense (income) - net 1,264 7,168 487 5,079 Earnings before income taxes 40,711 33,338 (107,455) (30,522) Income taxes (10,550) 27,417 (9,242) (4,524) Net Earnings $ 51,261 $ 5,921 $ (98,213) $ (25,998) Basic earnings per share $ 0.56 $ 0.07 $ (1.08) $ (0.39) Diluted earnings per share $ 0.53 $ 0.06 $ (1.08) $ (0.39) |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Oct. 01, 2020 | |
Significant Accounting Policies [Line Items] | ||
Loss contingency liability | $ 0 | |
Assurance-type limited product warranty period | 1 year | |
Series A Mandatory Convertible Preferred Stock | ||
Significant Accounting Policies [Line Items] | ||
Preferred stock, dividend rate, percentage | 6.00% | |
Series B Convertible Preferred Stock | ||
Significant Accounting Policies [Line Items] | ||
Preferred stock, accretion period | 10 years | |
INNOViON Corporation | ||
Significant Accounting Policies [Line Items] | ||
Business acquisition, percentage of ownership interests acquired | 6.10% | |
Minimum | ||
Significant Accounting Policies [Line Items] | ||
Finite-lived intangible assets useful life, years | 3 years | |
Maximum | ||
Significant Accounting Policies [Line Items] | ||
Finite-lived intangible assets useful life, years | 20 years | |
Building improvements and land improvements | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment estimated useful lives, years | 10 years | |
Building improvements and land improvements | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment estimated useful lives, years | 20 years | |
Machinery and Equipment | Minimum | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment estimated useful lives, years | 3 years | |
Machinery and Equipment | Maximum | ||
Significant Accounting Policies [Line Items] | ||
Property, plant and equipment estimated useful lives, years | 20 years |
Recently Issued Financial Acc_2
Recently Issued Financial Accounting Standards (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jul. 01, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Increase in net debt | $ 1,375,141 | $ 2,255,342 | $ 1,375,141 | $ 2,255,342 | |||||||||
Decrease in deferred tax liabilities | (73,962) | (45,551) | (73,962) | (45,551) | |||||||||
Decrease in common stock | (2,028,273) | (1,486,947) | (2,028,273) | (1,486,947) | |||||||||
Increase in retained earnings | 1,136,777 | 876,552 | 1,136,777 | 876,552 | |||||||||
Decrease in interest expense | $ (14,066) | $ (13,034) | $ (15,585) | $ (17,214) | $ (25,521) | $ (28,530) | $ (28,390) | $ (6,968) | $ (59,899) | $ (89,409) | $ (22,417) | ||
Forecast | Subsequent Event | Cumulative Effect Adjustment of Adoption of ASU 2020-06 | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Increase in net debt | $ 15,000 | ||||||||||||
Decrease in deferred tax liabilities | 3,000 | ||||||||||||
Decrease in common stock | 56,000 | ||||||||||||
Increase in retained earnings | $ 45,000 | ||||||||||||
Decrease in interest expense | $ 12,000 |
Pending Coherent Acquisition (D
Pending Coherent Acquisition (Details) $ / shares in Units, $ in Millions | Jun. 08, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 30, 2021 | Dec. 31, 2021USD ($)d$ / sharesshares | Sep. 30, 2021$ / sharesshares | Jun. 30, 2021$ / shares | Mar. 25, 2021USD ($) | Jun. 30, 2020$ / shares |
Business Acquisition [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0 | $ 0 | ||||||
Preferred stock, par value (in usd per share) | $ 0 | $ 0 | ||||||
Series B-1 Convertible Preferred Stock | ||||||||
Business Acquisition [Line Items] | ||||||||
Preferred stock, dividend rate, percentage | 5.00% | |||||||
Series B-1 Convertible Preferred Stock | Investment Agreement, BCPE Watson (DE) SPV, LP | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | shares | 75,000 | |||||||
Price per share (in usd per share) | $ 10,000 | |||||||
Aggregate purchase price of stock sold | $ | $ 750 | |||||||
Preferred stock, par value (in usd per share) | $ 0 | |||||||
Series B-2 Convertible Preferred Stock | Over-Allotment Option II | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | shares | 35,000 | |||||||
Aggregate purchase price of stock sold | $ | $ 2,200 | $ 350 | ||||||
Forecast | Subsequent Event | Series B-2 Convertible Preferred Stock | Investment Agreement, BCPE Watson (DE) SPV, LP | ||||||||
Business Acquisition [Line Items] | ||||||||
Shares issued (in shares) | shares | 105,000 | |||||||
Aggregate purchase price of stock sold | $ | $ 1,100 | |||||||
Preferred stock, par value (in usd per share) | $ 0 | |||||||
Coherent Inc. | Debt Financing Under Commitment Letter | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt financing commitment | $ | $ 5,100 | |||||||
Coherent Inc. | Forecast | Subsequent Event | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0.01 | |||||||
Acquisition, cash consideration per share (in usd per share) | $ 220 | |||||||
Business acquisition number of shares to be received by acquiree (in shares) | shares | 0.91 | 0.91 | ||||||
Common stock, par value (in usd per share) | $ 0 | |||||||
Business combination, weighted average price of share, trading day period ending prior to closing | d | 10 | |||||||
Vesting employment benefit acceleration period | 12 months | |||||||
Business combination, qualifying termination, of acquiree, holder of converted restricted stock units, year one, acceleration vesting percentage | 100.00% | |||||||
Business combination, qualifying termination, of acquiree, holder of converted restricted stock units, year two, acceleration vesting percentage | 50.00% |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | Oct. 01, 2020 | Aug. 20, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2021 |
Schedule of Equity Method Investments [Line Items] | |||||
Acquisition, revenues | $ 1 | ||||
INNOViON Corporation | Equity Method Investment, Nonconsolidated Investee | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity investment, ownership percentage | 93.90% | ||||
Ascatron AB | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase consideration | $ 37 | ||||
Acquisition related costs | $ 2 | ||||
Acquisition, net loss | (3) | ||||
Ascatron AB | Developed technology | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Remaining useful life | 17 years | ||||
INNOViON Corporation | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Purchase consideration | $ 4 | ||||
Business acquisition, percentage of ownership interests acquired | 6.10% | ||||
Increased value of previously held equity investment, fair value | $ 67 | ||||
Gain on previously held equity | $ 7 | ||||
Business acquisition, revenue of acquired entity | 21 | ||||
Net income of acquired entity | $ 1 | ||||
INNOViON Corporation | Developed technology | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Remaining useful life | 16 years | ||||
INNOViON Corporation | Customer Lists | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Remaining useful life | 14 years |
Acquisitions - Ascatron AB Prel
Acquisitions - Ascatron AB Preliminary Allocation of Purchase Price of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Jun. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Assets | ||||
Goodwill | $ 1,296,727 | $ 1,239,009 | $ 319,778 | |
Ascatron AB | ||||
Assets | ||||
Developed technology | 16,378 | $ 20,000 | ||
Goodwill | 21,940 | 18,922 | ||
Other assets | 3,194 | 2,511 | ||
Total assets acquired | 41,512 | 41,433 | ||
Liabilities | ||||
Non-interest bearing liabilities | (1,304) | (203) | ||
Deferred tax liability | (3,504) | (4,526) | ||
Total liabilities assumed | (4,808) | (4,729) | ||
Net assets acquired | 36,704 | $ 36,704 | ||
Assets | ||||
Intangibles | (3,622) | |||
Goodwill | 3,018 | |||
Other assets | 683 | |||
Total assets acquired | 79 | |||
Liabilities | ||||
Non-interest bearing liabilities | (1,101) | |||
Deferred tax liability | 1,022 | |||
Total liabilities assumed | (79) | |||
Net assets acquired | $ 0 |
Acquisitions - INNOViON Prelimi
Acquisitions - INNOViON Preliminary Allocation of Purchase Price (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Assets | ||||
Goodwill | $ 1,296,727 | $ 1,239,009 | $ 319,778 | |
INNOViON Corporation | ||||
Assets | ||||
Goodwill | 32,694 | $ 29,478 | ||
Property, plant, & equipment | 14,724 | 16,556 | ||
ROU Asset | 12,537 | 10,644 | ||
Other assets | 11,807 | 12,450 | ||
Total assets acquired | 95,519 | 94,128 | ||
Liabilities | ||||
Non-interest bearing liabilities | (15,838) | (14,050) | ||
Interest bearing liabilities | (3,430) | (3,430) | ||
Deferred tax liabilities | (5,346) | (5,743) | ||
Total liabilities assumed | (24,614) | (23,223) | ||
Net assets acquired | 70,905 | 70,905 | ||
Assets | ||||
Goodwill | 3,216 | |||
Property, plant, & equipment | (1,832) | |||
ROU Asset | 1,893 | |||
Other assets | (643) | |||
Total assets acquired | 1,391 | |||
Liabilities | ||||
Non-interest bearing liabilities | (1,788) | |||
Deferred tax liabilities | 397 | |||
Total liabilities assumed | (1,391) | |||
Net assets acquired | 0 | |||
INNOViON Corporation | Developed technology | ||||
Assets | ||||
Intangibles assets | 14,760 | 15,000 | ||
Assets | ||||
Intangibles | (240) | |||
INNOViON Corporation | Customer Lists | ||||
Assets | ||||
Intangibles assets | 8,997 | $ 10,000 | ||
Assets | ||||
Intangibles | $ (1,003) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Disaggregated Revenue by Market and Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 808,006 | $ 783,232 | $ 786,569 | $ 728,084 | $ 746,290 | $ 627,041 | $ 666,331 | $ 340,409 | $ 3,105,891 | $ 2,380,071 | $ 1,362,496 |
Unallocated & Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 22,051 | ||||||||||
Photonic Solutions | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,038,284 | 1,536,790 | 638,889 | ||||||||
Compound Semiconductors | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,067,607 | 821,230 | 723,607 | ||||||||
Industrial | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 325,879 | 293,281 | |||||||||
Industrial | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 342,043 | ||||||||||
Industrial | Photonic Solutions | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 50,181 | 52,806 | 58,621 | ||||||||
Industrial | Compound Semiconductors | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 275,698 | 240,475 | 283,422 | ||||||||
Communications | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 2,052,666 | 1,584,461 | |||||||||
Communications | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 619,232 | ||||||||||
Communications | Unallocated & Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 21,557 | ||||||||||
Communications | Photonic Solutions | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,917,697 | 1,437,377 | 526,420 | ||||||||
Communications | Compound Semiconductors | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 134,969 | 125,527 | 92,812 | ||||||||
Aerospace & Defense | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 201,845 | 175,097 | |||||||||
Aerospace & Defense | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 152,702 | ||||||||||
Aerospace & Defense | Photonic Solutions | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Aerospace & Defense | Compound Semiconductors | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 201,845 | 175,097 | 152,702 | ||||||||
Consumer | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 286,457 | 131,341 | |||||||||
Consumer | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 49,126 | ||||||||||
Consumer | Unallocated & Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 494 | ||||||||||
Consumer | Photonic Solutions | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 9,138 | 4,620 | 2,300 | ||||||||
Consumer | Compound Semiconductors | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 277,319 | 126,227 | 46,826 | ||||||||
Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 239,044 | 195,891 | |||||||||
Other | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 199,393 | ||||||||||
Other | Photonic Solutions | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 61,268 | 41,987 | 51,548 | ||||||||
Other | Compound Semiconductors | Operating Segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 177,776 | $ 153,904 | $ 147,845 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Revenue recognized related to customer payments | $ 4 | |
Contract liabilities | $ 40 | $ 39 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 211,890 | $ 190,237 |
Work in progress | 336,391 | 298,577 |
Finished goods | 147,547 | 130,996 |
Total Inventories | $ 695,828 | $ 619,810 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | 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 | 2,084,338 | 1,853,361 |
Less accumulated depreciation | (841,432) | (638,589) |
Property, plant, and equipment, net | 1,242,906 | 1,214,772 |
Finance lease, right-of-use asset, accumulated amortization | 7,000 | 6,000 |
Land and Land Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 20,454 | 18,396 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 419,157 | 345,736 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 1,483,183 | 1,352,835 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 136,544 | $ 111,394 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization | $ 82,266 | $ 64,192 | $ 16,620 |
Carrying amount of indefinite trade names acquired | $ 14,000 | ||
Minimum | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 3 years | ||
Maximum | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 20 years | ||
Technology | Minimum | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 60 months | ||
Technology | Maximum | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 240 months | ||
Technology | Weighted Average | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 147 months | ||
Customer Lists | Minimum | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 60 months | ||
Customer Lists | Maximum | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 240 months | ||
Customer Lists | Weighted Average | |||
Goodwill And Other Intangible Assets [Line Items] | |||
Amortization period of finite lived intangible assets, in months | 135 months |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill [Roll Forward] | ||
Balance-beginning of period | $ 1,239,009 | $ 319,778 |
Goodwill acquired | 54,634 | 919,192 |
Finisar measurement period adjustments | (4,901) | |
Foreign currency translation | 7,985 | 39 |
Balance-end of period | 1,296,727 | 1,239,009 |
Photonic Solutions | ||
Goodwill [Roll Forward] | ||
Balance-beginning of period | 1,052,494 | 134,057 |
Goodwill acquired | 0 | 919,192 |
Finisar measurement period adjustments | (4,901) | |
Foreign currency translation | 5,435 | (755) |
Balance-end of period | 1,053,028 | 1,052,494 |
Compound Semiconductors | ||
Goodwill [Roll Forward] | ||
Balance-beginning of period | 186,515 | 185,721 |
Goodwill acquired | 54,634 | 0 |
Finisar measurement period adjustments | 0 | |
Foreign currency translation | 2,550 | 794 |
Balance-end of period | $ 243,699 | $ 186,515 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 969,590 | $ 924,477 |
Accumulated Amortization | (251,130) | (166,109) |
Net Book Value | 718,460 | 758,368 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 476,200 | 444,315 |
Accumulated Amortization | (106,802) | (68,048) |
Net Book Value | 369,398 | 376,267 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,660 | 22,369 |
Accumulated Amortization | (6,233) | (3,669) |
Net Book Value | 16,427 | 18,700 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 469,154 | 456,223 |
Accumulated Amortization | (136,519) | (92,822) |
Net Book Value | 332,635 | 363,401 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,576 | 1,570 |
Accumulated Amortization | (1,576) | (1,570) |
Net Book Value | $ 0 | $ 0 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Estimated Amortization Expense for Existing Intangible Assets for Each of Five Succeeding Years (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 83,463 |
2023 | 82,558 |
2024 | 80,684 |
2025 | 79,196 |
2026 | $ 73,466 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Line of Credit Facility [Line Items] | ||
Debt, gross | $ 1,417,270 | |
Total debt | 1,375,141 | $ 2,255,342 |
Current portion of long-term debt | (62,050) | (69,250) |
Long-term debt, less current portion | $ 1,313,091 | 2,186,092 |
0.50% Convertible Senior Notes | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, interest rate | 0.50% | |
0.50% Convertible Senior Notes | Finisar Corporation | ||
Line of Credit Facility [Line Items] | ||
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% | |
Debt, gross | $ 344,969 | 345,000 |
0.25% convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount | (16,937) | (30,688) |
Term A Loan Facility | ||
Line of Credit Facility [Line Items] | ||
Debt, gross | $ 1,057,412 | 1,194,463 |
Term A Loan Facility | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, rate added on variable rate | 1.38% | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Debt, gross | $ 0 | 74,000 |
Revolving Credit Facility | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Debt instrument, rate added on variable rate | 1.38% | |
Term A Facility and Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Credit facility unamortized debt issuance costs | $ (25,191) | (32,174) |
Term B Loan Facility | ||
Line of Credit Facility [Line Items] | ||
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 - Summary of Debt Maturity
Debt - Summary of Debt Maturity (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 62,050 |
2023 | 407,019 |
2024 | 62,050 |
2025 | 871,263 |
2026 | 0 |
Thereafter | 14,888 |
Total debt | $ 1,417,270 |
Debt - Additional Information (
Debt - Additional Information (Details) | Sep. 24, 2019 | Aug. 31, 2017USD ($)d$ / shares | Jun. 30, 2021USD ($)d | Dec. 31, 2020USD ($) | Jun. 30, 2021USD ($)d | Jun. 30, 2020USD ($) | Jun. 30, 2019 |
Line of Credit Facility [Line Items] | |||||||
Aggregate principal outstanding | $ 1,417,270,000 | $ 1,417,270,000 | |||||
Debt instrument, unamortized discount | 58,000,000 | 58,000,000 | |||||
Available credit under lines of credit | $ 449,000,000 | $ 449,000,000 | |||||
Weighted average interest rate of total borrowings | 1.00% | 1.00% | 3.00% | ||||
0.25% Convertible Senior Note Due 2022 | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate | 0.25% | 0.25% | |||||
Aggregate principal amount | $ 345,000,000 | ||||||
Aggregate principal outstanding | $ 344,969,000 | $ 344,969,000 | $ 345,000,000 | ||||
Debt instrument conversion, shares issued per $1,000 principal amount | 0.02125 | ||||||
Debt instrument, unamortized discount | $ 15,000,000 | 15,000,000 | |||||
Debt instrument conversion, conversion price per share | $ / shares | $ 47.06 | ||||||
Debt instrument conversion, If-converted value of notes | $ 532,000,000 | $ 346,000,000 | |||||
Number of days within 30 consecutive trading days in which the closing price of the entity's common stock must exceed the conversion price for the notes to be convertible into common stock | d | 20 | 20 | |||||
Number of consecutive trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the notes to be convertible into common stock | d | 30 | 30 | |||||
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the notes to be convertible | 130.00% | 130.00% | |||||
Business day period | 5 days | ||||||
Measurement period | 5 days | ||||||
Measurement period percentage | 98.00% | ||||||
Effective interest rate | 5.00% | 5.00% | 5.00% | 5.00% | |||
0.50% Finisar Convertible Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Obligated to repay outstanding principal in quarterly installments, percentage | 100.00% | ||||||
Debt instrument, interest rate | 0.50% | 0.50% | |||||
Bank of America, N.A. | |||||||
Line of Credit Facility [Line Items] | |||||||
Letter of credit sub-facility maximum borrowing capacity | $ 25,000,000 | $ 25,000,000 | |||||
Swing loan sub-facility maximum initial borrowing capacity | 20,000,000 | 20,000,000 | |||||
Senior Secured Credit Facility | Bank of America, N.A. | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | 2,400,000,000 | 2,400,000,000 | |||||
Term A Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal outstanding | 1,057,412,000 | 1,057,412,000 | $ 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 | $ 1,255,000,000 | |||||
Debt instrument term | 5 years | ||||||
Obligated to repay outstanding principal in quarterly installments, percentage | 1.25% | ||||||
Term B Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Cash paid for interest | $ 1,000,000 | ||||||
Debt issuance costs | $ 25,000,000 | ||||||
Aggregate principal outstanding | 0 | 0 | 714,600,000 | ||||
Term B Loan Facility | Bank of America, N.A. | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | 720,000,000 | $ 720,000,000 | |||||
Debt instrument term | 7 years | ||||||
Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal outstanding | 0 | $ 0 | $ 74,000,000 | ||||
Revolving Credit Facility | Bank of America, N.A. | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 450,000,000 | $ 450,000,000 | |||||
Debt instrument term | 5 years | ||||||
New Senior Credit Facilities | Fifth Fiscal Quarter Through Eighth Fiscal Quarter After Closing Date | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage ratio | 4.50 | ||||||
New Senior Credit Facilities | Subsequent Fiscal Quarter | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage ratio | 4 | ||||||
New Senior Credit Facilities | Minimum | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest coverage ratio | 3 | ||||||
New Senior Credit Facilities | Maximum | First Four Fiscal Quarters After Closing Date | |||||||
Line of Credit Facility [Line Items] | |||||||
Leverage ratio | 5 | ||||||
New Senior Credit Facilities | Federal Funds Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 0.50% | ||||||
New Senior Credit Facilities | Euro Rate Option | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.00% | ||||||
New Senior Credit Facilities | 0.25% Convertible Senior Note Due 2022 | II-VI Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of days prior to maturity of outstanding | d | 120 | ||||||
Debt instrument, interest rate | 0.25% | 0.25% |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discount and debt issuance costs including initial purchaser discount | $ 20,732 | $ 22,150 | $ 12,550 | |
0.25% Convertible Senior Note Due 2022 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 0.25% | 0.25% | ||
0.25% contractual coupon | $ 874 | 876 | 874 | |
Amortization of debt discount and debt issuance costs including initial purchaser discount | 13,748 | 13,172 | 12,550 | |
Interest expense | $ 14,622 | $ 14,048 | $ 13,424 |
Income Taxes - Components of Ea
Income Taxes - Components of Earnings (Losses) Before Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||||||||||
U.S. income (loss) | $ 21,692 | $ (302,027) | $ (34,241) | ||||||||
Non-U.S. income | 330,898 | 238,099 | 163,054 | ||||||||
Earnings (loss) before income taxes | $ 93,251 | $ 93,479 | $ 106,283 | $ 59,577 | $ 40,711 | $ 33,338 | $ (107,455) | $ (30,522) | $ 352,590 | $ (63,928) | $ 128,813 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Current: | |||||||||||
Federal | $ 415 | $ 7 | $ 1,755 | ||||||||
State | 1,632 | 496 | 472 | ||||||||
Foreign | 53,362 | 45,052 | 29,531 | ||||||||
Total Current | 55,409 | 45,555 | 31,758 | ||||||||
Deferred: | |||||||||||
Federal | 13,744 | (43,955) | (3,764) | ||||||||
State | (431) | 1,007 | (2,010) | ||||||||
Foreign | (13,684) | 494 | (4,688) | ||||||||
Total Deferred | (371) | (42,454) | (10,462) | ||||||||
Total Income Tax Expense | $ 10,957 | $ 12,387 | $ 18,383 | $ 13,311 | $ (10,550) | $ 27,417 | $ (9,242) | $ (4,524) | $ 55,038 | $ 3,101 | $ 21,296 |
Income Taxes - Schedule of Prin
Income Taxes - Schedule of Principal Items Comprising Deferred Income Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Deferred income tax assets | ||
Inventory capitalization | $ 20,753 | $ 19,372 |
Interest rate swap | 6,347 | 9,847 |
Non-deductible accruals | 7,437 | 9,325 |
Accrued employee benefits | 14,025 | 11,095 |
Net-operating loss and credit carryforwards | 163,717 | 182,625 |
Share-based compensation expense | 8,400 | 8,110 |
Other | 8,956 | 9,736 |
Right of use asset | 33,341 | 31,573 |
Valuation allowances | (53,765) | (54,559) |
Total deferred income tax assets | 209,211 | 227,124 |
Deferred income tax liabilities | ||
Tax over book accumulated depreciation | (32,692) | (25,926) |
Intangible assets | (153,582) | (160,577) |
Tax on unremitted earnings | (21,569) | (21,785) |
Convertible debt | (3,321) | (6,006) |
Lease liability | (32,053) | (29,768) |
Other | (6,458) | (5,676) |
Total deferred income tax liabilities | (249,675) | (249,738) |
Net deferred income taxes | $ (40,464) | $ (22,614) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Tax Expense at Statutory U.S. Federal Rate to Reported Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |||||||||||
Taxes at statutory rate | $ 74,044 | $ (13,425) | $ 27,051 | ||||||||
Increase (decrease) in taxes resulting from: | |||||||||||
State income taxes-net of federal benefit | 1,246 | 1,194 | (1,212) | ||||||||
Taxes on non U.S. earnings | (26,557) | (915) | (5,857) | ||||||||
Valuation allowance | (3,720) | (9,365) | (6,703) | ||||||||
Research and manufacturing incentive deductions and credits | (22,968) | (15,836) | (11,756) | ||||||||
Stock compensation | (2,500) | 4,334 | (1,914) | ||||||||
Repatriation tax | 0 | 0 | 14,108 | ||||||||
GILTI and FDII | 27,369 | 36,067 | 6,437 | ||||||||
Other | 8,124 | 1,047 | 1,142 | ||||||||
Total Income Tax Expense | $ 10,957 | $ 12,387 | $ 18,383 | $ 13,311 | $ (10,550) | $ 27,417 | $ (9,242) | $ (4,524) | $ 55,038 | $ 3,101 | $ 21,296 |
Taxes at statutory rate | 21.00% | 21.00% | 21.00% | ||||||||
Increase (decrease) in taxes resulting from: | |||||||||||
State income taxes-net of federal benefit, rate | 0.00% | (2.00%) | (1.00%) | ||||||||
Taxes on non U.S. earnings, rate | (7.00%) | 1.00% | (5.00%) | ||||||||
Valuation allowance, rate | (1.00%) | 15.00% | (5.00%) | ||||||||
Research and manufacturing incentive deductions and credits, rate | (6.00%) | 25.00% | (9.00%) | ||||||||
Stock compensation, rate | (1.00%) | (7.00%) | (1.00%) | ||||||||
Repatriation tax, rate | 0.00% | 0.00% | 11.00% | ||||||||
GILTI and FDII, rate | 8.00% | (56.00%) | 5.00% | ||||||||
Other, rate | 2.00% | (2.00%) | 1.00% | ||||||||
Total Effective Income Tax, rate | 16.00% | (5.00%) | 17.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Contingency [Line Items] | ||||
Deferred income taxes unremitted foreign earnings | $ 0 | |||
Estimated associated withholding tax related to previously taxed earnings | 22,000,000 | |||
Income taxes paid, net | $ 60,000,000 | $ 40,000,000 | $ 26,000,000 | |
Effective income tax rate, reductions | 3.22% | (8.91%) | 0.25% | |
Interest and penalties recognized within income tax expense (benefit) | $ 300,000 | $ 600,000 | $ (100,000) | |
Interest and penalties accrued | 3,000,000 | 4,000,000 | 1,000,000 | |
Unrecognized tax benefits for uncertain tax positions expected to be paid within a year | 38,025,000 | 42,803,000 | 11,520,000 | $ 9,892,000 |
Unrecognized tax benefits that would impact effective tax rate | 26,000,000 | $ 24,000,000 | $ 6,000,000 | |
Unrecognized tax benefits expected decrease during the next 12 months | $ 2,000,000 | |||
Foreign Taxing Jurisdictions | ||||
Income Tax Contingency [Line Items] | ||||
Impact of income tax holiday on diluted earnings per share (in usd per share) | $ 0.10 | $ 0.07 | $ 0 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Operating Loss Carryforwards and Tax Credit Carryforwards (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Federal | |
Operating loss carryforwards: | |
Loss carryforwards | $ 47,755 |
Federal | Federal research and development credits | |
Tax credit carryforwards: | |
Tax credit carryforwards | 79,211 |
Foreign | |
Tax credit carryforwards: | |
Tax credit carryforwards | 20,493 |
Operating loss carryforwards: | |
Loss carryforwards | 17,375 |
Loss carryforwards, Indefinite | 48,884 |
State | |
Tax credit carryforwards: | |
Tax credit carryforwards | 15,434 |
Tax credit carryforwards, Indefinite | 39,125 |
Operating loss carryforwards: | |
Loss carryforwards | 136,454 |
Loss carryforwards, Indefinite | $ 13,076 |
Income Taxes - Schedule of Chan
Income Taxes - Schedule of Changes in Liability for Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 42,803 | $ 11,520 | $ 9,892 |
Increases in current year tax positions | 3,940 | 1,506 | 191 |
Increases in prior year tax positions | 0 | 0 | 376 |
Acquired business | 5,341 | 31,791 | 6,036 |
Settlements | (7,514) | 0 | 0 |
Expiration of statute of limitations | (6,545) | (2,014) | (4,975) |
Ending balance | $ 38,025 | $ 42,803 | $ 11,520 |
Equity and Redeemable Preferr_3
Equity and Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 31, 2021d$ / shares | Mar. 30, 2021 | Jul. 02, 2020USD ($)yd$ / sharesshares | Mar. 31, 2021$ / sharesshares | Jun. 30, 2021USD ($)$ / shares | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) |
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0 | $ 0 | |||||
Stock issuance costs incurred | $ 58,596 | $ 0 | $ 0 | ||||
Series A Mandatory Convertible Preferred Stock | Expected Term | |||||||
Class of Stock [Line Items] | |||||||
Measurement input | y | 3 | ||||||
Series A Mandatory Convertible Preferred Stock | Risk Free Interest Rate | |||||||
Class of Stock [Line Items] | |||||||
Measurement input | 0.002 | ||||||
Series A Mandatory Convertible Preferred Stock | Dividend Yield | |||||||
Class of Stock [Line Items] | |||||||
Measurement input | 0 | ||||||
Series A Mandatory Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 2,000,000 | ||||||
Convertible preferred stock, right to convert, into common stock (in shares) | shares | 1 | ||||||
Mandatory convertible preferred stock, holder, days after effective date of change | d | 20 | ||||||
Accrued preferred stock dividends | 7,000 | ||||||
Series A Mandatory Convertible Preferred Stock | Dividend Declared | |||||||
Class of Stock [Line Items] | |||||||
Accrued preferred stock dividends | 27,000 | ||||||
Series A Mandatory Convertible Preferred Stock | Underwritten Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 2,000,000 | ||||||
Preferred stock, dividend rate, percentage | 6.00% | ||||||
Preferred stock, par value (in usd per share) | $ / shares | $ 0 | ||||||
Proceeds from common stock and preferred stock options exercised in full | $ 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) | 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) | shares | 3.8760 | ||||||
Series A Mandatory Convertible Preferred Stock | Over-Allotment Option | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 300,000 | ||||||
Proceeds from common stock and preferred stock options exercised in full | $ 60,000 | ||||||
Option to purchase additional shares, period | 30 days | ||||||
Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Accrued preferred stock dividends | 10,000 | ||||||
Series B-1 Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, dividend rate, percentage | 5.00% | ||||||
Shares issued (in shares) | shares | 75,000 | ||||||
Debt instrument conversion, conversion price per share | $ / shares | $ 85 | $ 85 | |||||
Common stock , conversion, if volume weighted average price, percentage exceeds applicable conversion price | 150.00% | ||||||
Trading days | d | 20 | ||||||
Consecutive trading days | d | 30 | ||||||
Stock issuance costs incurred | 27,000 | ||||||
Stock issuance costs capitalized | 23,000 | ||||||
Series B-1 Convertible Preferred Stock | Selling, General and Administrative Expenses | |||||||
Class of Stock [Line Items] | |||||||
Stock issuance costs incurred | $ 4,000 | ||||||
Series B-1 Convertible Preferred Stock | Maximum | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 14.00% | ||||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 11,000,000 | ||||||
Common Stock | Underwritten Public Offering | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 9,302,235 | ||||||
Proceeds from common stock and preferred stock options exercised in full | $ 400,000 | ||||||
Price per share (in usd per share) | $ / shares | $ 43 | ||||||
Common Stock | Over-Allotment Option | |||||||
Class of Stock [Line Items] | |||||||
Shares issued (in shares) | shares | 1,395,335 | ||||||
Proceeds from common stock and preferred stock options exercised in full | $ 60,000 | ||||||
Option to purchase additional shares, period | 30 days |
Equity and Redeemable Preferr_4
Equity and Redeemable Preferred Stock - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class of Stock [Line Items] | ||||
Preferred stock dividends | $ 37,231 | $ 0 | $ 0 | |
Series A Mandatory Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends per share (in usd per share) | $ 11.80 | |||
Preferred stock dividends | $ 27,140 | |||
Series B-1 Convertible Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Dividends per share (in usd per share) | $ 134.55 | |||
Preferred stock dividends | $ 9,583 | |||
Deemed dividends ($000) | $ 508 |
Equity and Redeemable Preferr_5
Equity and Redeemable Preferred Stock - Inputs Used to Estimate Future Market Value (Details) | Jul. 02, 2020 |
Expected Volatility | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.50 |
Expected Volatility | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.55 |
Cost of Equity | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.14 |
Cost of Equity | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.17 |
Dividend Yield | Series A Mandatory Convertible Preferred Stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Add back interest on II-VI Notes Due 2022 | |||||||||||
Net earnings (loss) | $ 82,294 | $ 81,092 | $ 87,900 | $ 46,266 | $ 51,261 | $ 5,921 | $ (98,213) | $ (25,998) | $ 297,552 | $ (67,029) | $ 107,517 |
Deduct preferred stock dividends | (37,231) | 0 | 0 | ||||||||
Net Earnings (Loss) available to the Common Shareholder | 260,321 | (67,029) | 107,517 | ||||||||
Add back interest on Convertible Senior Notes Due 2022 | 12,264 | 0 | 0 | ||||||||
Net earnings (loss) available to Common Shareholders | $ 272,585 | $ (67,029) | $ 107,517 | ||||||||
Denominator | |||||||||||
Weighted average shares (in shares) | 104,151 | 84,828 | 63,584 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock options, performance and restricted shares (in shares) | 3,552 | 0 | 2,220 | ||||||||
Diluted weighted average common shares (in shares) | 115,034 | 84,828 | 65,804 | ||||||||
Basic earnings (loss) per common share (in usd per share) | $ 0.62 | $ 0.71 | $ 0.78 | $ 0.39 | $ 0.56 | $ 0.07 | $ (1.08) | $ (0.39) | $ 2.50 | $ (0.79) | $ 1.69 |
Diluted earnings per common share (in usd per share) | $ 0.59 | $ 0.66 | $ 0.73 | $ 0.38 | $ 0.53 | $ 0.06 | $ (1.08) | $ (0.39) | $ 2.37 | $ (0.79) | $ 1.63 |
II-VI Notes due 2022 | |||||||||||
Effect of dilutive securities: | |||||||||||
II-VI Notes due 2022 (in shares) | 7,331 | 0 | 0 | ||||||||
Series A Preferred Stock | |||||||||||
Add back interest on II-VI Notes Due 2022 | |||||||||||
Deduct preferred stock dividends | $ (27,140) | $ 0 | $ 0 | ||||||||
Series B Convertible Preferred Stock | |||||||||||
Add back interest on II-VI Notes Due 2022 | |||||||||||
Deduct preferred stock dividends | (9,583) | 0 | 0 | ||||||||
Deduct Series B redeemable preferred deemed dividend | $ (508) | $ 0 | $ 0 |
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 | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 11,263 | 9,965 | 7,446 |
Preferred Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 2,230 | 0 | 0 |
II-VI Notes due 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Debt instrument, interest rate | 0.25% | ||
0.50% Finisar Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Debt instrument, interest rate | 0.50% | ||
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 8,915 | 0 | 0 |
Convertible Debt Securities | II-VI Notes due 2022 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 0 | 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 | 0 | 289 | 0 |
Stock options, performance and restricted shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 118 | 2,345 | 115 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs, Including Short-Term Leases, Lease Term, and Discount Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Finance Lease Cost | ||
Amortization of right-of-use assets | $ 1,667 | $ 1,667 |
Interest on lease liabilities | 1,268 | 1,328 |
Total finance lease cost | 2,935 | 2,995 |
Operating lease cost | 37,361 | 32,466 |
Sublease income | 1,471 | 368 |
Total lease cost | 38,825 | 35,093 |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | ||
Operating cash flows from finance leases | 1,268 | 1,328 |
Operating cash flows from operating leases | 35,641 | 30,816 |
Financing cash flows from finance leases | 1,152 | 1,026 |
Assets Obtained in Exchange for Lease Liabilities | ||
Right-of-use assets obtained in acquisitions | 13,391 | 29,247 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 52,839 | 29,458 |
Total assets obtained in exchange for new operating lease liabilities | $ 66,230 | $ 58,705 |
Weighted-Average Remaining Lease Term (in Years) | ||
Finance leases | 10 years 6 months | 11 years 6 months |
Operating leases | 7 years | 7 years 2 months 12 days |
Weighted-Average Discount Rate | ||
Finance leases | 5.60% | 5.60% |
Operating leases | 6.10% | 7.30% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Including Short Term Leases (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Operating Leases | |
Year 1 | $ 34,076 |
Year 2 | 31,121 |
Year 3 | 27,276 |
Year 4 | 23,332 |
Year 5 | 18,632 |
Thereafter | 58,590 |
Total minimum lease payments | 193,027 |
Less: amounts representing interest | 42,128 |
Operating lease liabilities | 150,899 |
Finance Leases | |
Year 1 | 2,486 |
Year 2 | 2,554 |
Year 3 | 2,624 |
Year 4 | 2,697 |
Year 5 | 2,771 |
Thereafter | 16,648 |
Total minimum lease payments | 29,780 |
Less: amounts representing interest | 7,484 |
Finance Lease, Liability | 22,296 |
Total | |
Year 1 | 36,562 |
Year 2 | 33,675 |
Year 3 | 29,900 |
Year 4 | 26,029 |
Year 5 | 21,403 |
Thereafter | 75,238 |
Total minimum lease payments | 222,807 |
Less: amounts representing interest | 49,612 |
Present value of total lease liabilities | $ 173,195 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Additional option issued (in shares) | 0 | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Aggregate intrinsic value of stock options and cash-based stock appreciation rights, outstanding | $ 88 | $ 80 | $ 56 |
Aggregate intrinsic value of stock options and cash-based stock appreciation rights, exercised | 88 | 80 | 56 |
Total intrinsic value of stock options and cash-based stock appreciation rights, exercised | $ 49 | $ 20 | $ 15 |
Unrecognized compensation cost, weighted-average period of recognition, years | 2 years | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance share grant, period | 12 months | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Performance share grant, period | 36 months | ||
Stock Options and Cash-Based Stock Appreciation Rights | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair values of stock options granted under the stock option Plan (in USD per share) | $ 14.79 | $ 20.66 | |
Share based compensation expense attributable to non-vested shares | $ 9 | ||
Restricted Share Awards, Restricted Share Units, and Cash-Based Restricted Share Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense attributable to non-vested shares | $ 68 | ||
Unrecognized compensation cost, weighted-average period of recognition, years | 2 years | ||
Share based compensation, vesting period years | 3 years | ||
Total fair value of restricted stock grant | $ 59 | $ 11 | $ 10 |
Total fair value of restricted stock vested | 69 | 75 | 20 |
Performance Share Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense attributable to non-vested shares | $ 12 | ||
Unrecognized compensation cost, weighted-average period of recognition, years | 1 year 7 months 24 days | ||
Share based compensation, vesting period years | 3 years | ||
Total fair value of restricted stock grant | $ 14 | 15 | 10 |
Total fair value of restricted stock vested | $ 9 | $ 6 | $ 11 |
Shares issued, percentage of target award based on actual results | 200.00% | ||
Omnibus Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock authorized for issuance under the Plan (in shares) | 9,550,000 | ||
Shares available to be issued under the Plan (in shares) | 8,000,000 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense | $ 74,326 | $ 73,827 | $ 24,963 |
Stock Options and Cash-Based Stock Appreciation Rights | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense | 10,626 | 11,893 | 6,801 |
Restricted Share Awards, Restricted Share Units, and Cash-Based Restricted Share Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense | 47,060 | 49,957 | 9,242 |
Performance Share Units and Cash Based Performance Share Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share based compensation expense | $ 16,640 | $ 11,977 | $ 8,920 |
Share-Based Compensation - Fair
Share-Based Compensation - Fair Value Assumptions for Stock Option and Stock Appreciation Rights (Details) | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Risk-free interest rate | 1.50% | 2.80% | |
Expected volatility | 39.00% | 37.00% | |
Expected life of options | 6 years 10 months 28 days | 6 years 11 months 15 days | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option and Cash-Based Stock Appreciation Rights Activity (Details) | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of Shares | |
Outstanding- July 1, (in shares) | shares | 3,721,801 |
Exercised (in shares) | shares | (1,047,216) |
Forfeitures and Expired (in shares) | shares | (31,951) |
Outstanding - June 30, (in shares) | shares | 2,642,634 |
Exercisable - Ending (in shares) | shares | 1,805,735 |
Weighted Average Exercise Price | |
Outstanding - Beginning (in usd per share) | $ / shares | $ 26.99 |
Exercised (in usd per share) | $ / shares | 21.04 |
Forfeited and Expired (in usd per share) | $ / shares | 33.86 |
Outstanding - Ending (in usd per share | $ / shares | 29.26 |
Exercisable - Ending (in usd per share) | $ / shares | $ 25.31 |
Cash-Based Stock Appreciation Rights | |
Number of Rights | |
Outstanding - Beginning (in shares) | shares | 230,374 |
Exercised (in shares) | shares | (76,880) |
Forfeited and Expired (in shares) | shares | (8,160) |
Outstanding - Ending (in shares) | shares | 145,334 |
Exercisable - Ending (in shares) | shares | 63,209 |
Weighted Average Exercise Price | |
Outstanding - Beginning (in usd per share) | $ / shares | $ 32.13 |
Exercised (in usd per share) | $ / shares | 28.75 |
Forfeited and Expired (in usd per share) | $ / shares | 34.14 |
Outstanding - Ending (in usd per share) | $ / shares | 33.80 |
Exercisable - Ending (in usd per share) | $ / shares | $ 27.36 |
Share-Based Compensation - Outs
Share-Based Compensation - Outstanding and Exercisable Options (Details) | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Stock Options and Cash-Based Stock Appreciation Rights | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 2,787,968 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 5 years 9 months 10 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 29.49 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 1,868,944 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 4 years 9 months 10 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 25.38 |
$13.34 - $18.07 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower range (in usd per share) | 13.34 |
Range of Exercise Prices, upper range (in usd per share) | $ 18.07 |
$13.34 - $18.07 | Stock Options and Cash-Based Stock Appreciation Rights | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 574,264 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 years 6 months 18 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 16.18 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 574,264 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 3 years 6 months 18 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 16.18 |
$18.07 - $24.35 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower range (in usd per share) | 18.07 |
Range of Exercise Prices, upper range (in usd per share) | $ 24.35 |
$18.07 - $24.35 | Stock Options and Cash-Based Stock Appreciation Rights | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 685,719 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 3 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 20.83 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 674,952 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 3 years 11 months 8 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 20.70 |
$24.35 - $35.39 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower range (in usd per share) | 24.35 |
Range of Exercise Prices, upper range (in usd per share) | $ 35.39 |
$24.35 - $35.39 | Stock Options and Cash-Based Stock Appreciation Rights | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 542,224 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 6 years 9 months 14 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 33.21 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 291,734 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 6 years 2 months 4 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 34.20 |
$35.39 - $36.90 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower range (in usd per share) | 35.39 |
Range of Exercise Prices, upper range (in usd per share) | $ 36.90 |
$35.39 - $36.90 | Stock Options and Cash-Based Stock Appreciation Rights | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 573,384 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 8 years 2 months 15 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 36.47 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 126,567 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 8 years 1 month 28 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 36.43 |
$36.90 - $49.90 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Range of Exercise Prices, lower range (in usd per share) | 36.90 |
Range of Exercise Prices, upper range (in usd per share) | $ 49.90 |
$36.90 - $49.90 | Stock Options and Cash-Based Stock Appreciation Rights | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 412,377 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 7 years 29 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 47.85 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 201,427 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 6 years 11 months 15 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 47.60 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share, Restricted Share Unit and Cash-Based Restricted Share Unit Activity (Details) | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Restricted Share Awards | |
Number of Shares /Units | |
Nonvested - June 30, 2020 (in shares) | shares | 50,527 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (49,525) |
Forfeited (in shares) | shares | (1,002) |
Nonvested - June 30, 2021 (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Nonvested - June 30, 2020 (in usd per share) | $ / shares | $ 35.92 |
Granted (in usd per share) | $ / shares | 0 |
Vested (in usd per share) | $ / shares | 35.47 |
Forfeited (in usd per share) | $ / shares | 18.42 |
Nonvested - June 30, 2021 (in usd per share) | $ / shares | $ 0 |
Restricted Share Units | |
Number of Shares /Units | |
Nonvested - June 30, 2020 (in shares) | shares | 2,242,412 |
Granted (in shares) | shares | 1,277,460 |
Vested (in shares) | shares | (996,955) |
Forfeited (in shares) | shares | (196,745) |
Nonvested - June 30, 2021 (in shares) | shares | 2,326,172 |
Weighted Average Grant Date Fair Value | |
Nonvested - June 30, 2020 (in usd per share) | $ / shares | $ 39.46 |
Granted (in usd per share) | $ / shares | 45.74 |
Vested (in usd per share) | $ / shares | 37.91 |
Forfeited (in usd per share) | $ / shares | 38.36 |
Nonvested - June 30, 2021 (in usd per share) | $ / shares | $ 43.67 |
Cash-Based Restricted Share Units | |
Number of Shares /Units | |
Nonvested - June 30, 2020 (in shares) | shares | 82,003 |
Granted (in shares) | shares | 5,194 |
Vested (in shares) | shares | (38,943) |
Forfeited (in shares) | shares | (2,381) |
Nonvested - June 30, 2021 (in shares) | shares | 45,873 |
Weighted Average Grant Date Fair Value | |
Nonvested - June 30, 2020 (in usd per share) | $ / shares | $ 38.31 |
Granted (in usd per share) | $ / shares | 44.30 |
Vested (in usd per share) | $ / shares | 38.57 |
Forfeited (in usd per share) | $ / shares | 38.91 |
Nonvested - June 30, 2021 (in usd per share) | $ / shares | $ 38.75 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance Share Award Activity (Details) | 12 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Performance Share Units and Cash Based Performance Share Units | |
Number of Shares | |
Nonvested - June 30, 2020 (in shares) | shares | 409,246 |
Granted (in shares) | shares | 209,639 |
Vested (in shares) | shares | (187,410) |
Forfeited (in shares) | shares | (5,344) |
Performance Adjustments (in shares) | shares | 92,178 |
Nonvested - June 30, 2021 (in shares) | shares | 518,309 |
Weighted Average Grant Date Fair Value | |
Nonvested - June 30, 2020 (in usd per share) | $ / shares | $ 40.96 |
Granted (in usd per share) | $ / shares | 52.04 |
Vested (in usd per share) | $ / shares | 30.03 |
Forfeited (in usd per share) | $ / shares | 37.66 |
Performance Adjustments (in usd per share) | $ / shares | 17.52 |
Nonvested - June 30, 2021 (in usd per share) | $ / shares | $ 45.28 |
Cash-Based Performance Share Units | |
Number of Shares | |
Nonvested - June 30, 2020 (in shares) | shares | 35,188 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (14,928) |
Forfeited (in shares) | shares | 0 |
Performance Adjustments (in shares) | shares | 7,464 |
Nonvested - June 30, 2021 (in shares) | shares | 27,724 |
Weighted Average Grant Date Fair Value | |
Nonvested - June 30, 2020 (in usd per share) | $ / shares | $ 38.54 |
Granted (in usd per share) | $ / shares | 0 |
Vested (in usd per share) | $ / shares | 35.25 |
Forfeited (in usd per share) | $ / shares | 0 |
Performance Adjustments (in usd per share) | $ / shares | 35.25 |
Nonvested - June 30, 2021 (in usd per share) | $ / shares | $ 39.43 |
Segment and Geographic Report_3
Segment and Geographic Reporting - Additional Information (Details) | 12 Months Ended |
Jun. 30, 2021SegmentcustomerEndMarket | |
Segment Reporting [Abstract] | |
Number of reporting segments | Segment | 2 |
Number of customer end markets | customerEndMarket | 7 |
Segment and Geographic Report_4
Segment and Geographic Reporting - Financial Information of Company's Operation by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||
Net revenues | $ 808,006 | $ 783,232 | $ 786,569 | $ 728,084 | $ 746,290 | $ 627,041 | $ 666,331 | $ 340,409 | $ 3,105,891 | $ 2,380,071 | $ 1,362,496 |
Inter-segment revenues | 0 | 0 | 0 | ||||||||
Operating income (loss) | 402,119 | 39,479 | 148,668 | ||||||||
Interest expense | (14,066) | (13,034) | (15,585) | (17,214) | (25,521) | (28,530) | (28,390) | (6,968) | (59,899) | (89,409) | (22,417) |
Other income, net | 10,124 | 21,432 | 3,153 | (24,339) | (1,264) | (7,168) | (487) | (5,079) | 10,370 | (13,998) | 2,562 |
Income taxes | (10,957) | (12,387) | (18,383) | (13,311) | 10,550 | (27,417) | 9,242 | 4,524 | (55,038) | (3,101) | (21,296) |
Net Earnings (Loss) | 82,294 | $ 81,092 | $ 87,900 | $ 46,266 | 51,261 | $ 5,921 | $ (98,213) | $ (25,998) | 297,552 | (67,029) | 107,517 |
Depreciation and amortization | 270,069 | 220,882 | 92,365 | ||||||||
Expenditures for property, plant & equipment | 146,337 | 136,877 | 128,750 | ||||||||
Segment assets | 6,512,650 | 5,234,714 | 6,512,650 | 5,234,714 | 1,953,773 | ||||||
Goodwill | 1,296,727 | 1,239,009 | 1,296,727 | 1,239,009 | 319,778 | ||||||
Photonic Solutions | |||||||||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||
Goodwill | 1,053,028 | 1,052,494 | 1,053,028 | 1,052,494 | 134,057 | ||||||
Compound Semiconductors | |||||||||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||
Goodwill | 243,699 | 186,515 | 243,699 | 186,515 | 185,721 | ||||||
Operating Segments | Photonic Solutions | |||||||||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||
Net revenues | 2,038,284 | 1,536,790 | 638,889 | ||||||||
Inter-segment revenues | 35,358 | 31,515 | 12,568 | ||||||||
Operating income (loss) | 207,652 | 49,930 | 81,898 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Income taxes | 0 | 0 | 0 | ||||||||
Net Earnings (Loss) | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 161,208 | 112,203 | 26,273 | ||||||||
Expenditures for property, plant & equipment | 87,304 | 45,795 | 44,851 | ||||||||
Segment assets | 4,231,289 | 3,502,467 | 4,231,289 | 3,502,467 | 681,610 | ||||||
Goodwill | 1,053,028 | 1,052,494 | 1,053,028 | 1,052,494 | 134,057 | ||||||
Operating Segments | Compound Semiconductors | |||||||||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||
Net revenues | 1,067,607 | 821,230 | 723,607 | ||||||||
Inter-segment revenues | 244,407 | 164,884 | 94,405 | ||||||||
Operating income (loss) | 221,239 | 62,279 | 82,414 | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Income taxes | 0 | 0 | 0 | ||||||||
Net Earnings (Loss) | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 108,861 | 104,936 | 66,092 | ||||||||
Expenditures for property, plant & equipment | 59,033 | 88,318 | 83,899 | ||||||||
Segment assets | 2,281,361 | 1,732,247 | 2,281,361 | 1,732,247 | 1,272,163 | ||||||
Goodwill | 243,699 | 186,515 | 243,699 | 186,515 | 185,721 | ||||||
Unallocated & Other | |||||||||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||||||||
Net revenues | 0 | 22,051 | 0 | ||||||||
Inter-segment revenues | (279,765) | (196,399) | (106,973) | ||||||||
Operating income (loss) | (26,772) | (72,730) | (15,643) | ||||||||
Interest expense | 0 | 0 | 0 | ||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Income taxes | 0 | 0 | 0 | ||||||||
Net Earnings (Loss) | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 0 | 3,743 | 0 | ||||||||
Expenditures for property, plant & equipment | 0 | 2,764 | 0 | ||||||||
Segment assets | 0 | 0 | 0 | 0 | 0 | ||||||
Goodwill | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Segment and Geographic Report_5
Segment and Geographic Reporting - Geographical Information of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | $ 808,006 | $ 783,232 | $ 786,569 | $ 728,084 | $ 746,290 | $ 627,041 | $ 666,331 | $ 340,409 | $ 3,105,891 | $ 2,380,071 | $ 1,362,496 |
United States | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 2,017,152 | 1,432,195 | 405,404 | ||||||||
Total Non-United States | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 1,088,739 | 947,876 | 957,092 | ||||||||
Hong Kong | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 356,356 | 299,359 | 319,601 | ||||||||
China | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 343,483 | 292,139 | 290,287 | ||||||||
Japan | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 132,015 | 146,325 | 109,670 | ||||||||
Germany | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 153,548 | 124,934 | 155,000 | ||||||||
Vietnam | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 38,799 | 22,152 | 22,322 | ||||||||
Switzerland | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 24,462 | 35,895 | 32,770 | ||||||||
Korea | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 12,406 | 8,537 | 11,674 | ||||||||
Taiwan | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 11,385 | 3,743 | 2,005 | ||||||||
Singapore | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 5,103 | 5,791 | 6,868 | ||||||||
Philippines | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 4,974 | 4,479 | 4,179 | ||||||||
United Kingdom | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | 4,560 | 4,226 | 2,712 | ||||||||
Other | |||||||||||
Revenues From External Customers And Long Lived Assets [Line Items] | |||||||||||
Net revenues | $ 1,648 | $ 296 | $ 4 |
Segment and Geographic Report_6
Segment and Geographic Reporting - Geographical Information of Long Lived Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | $ 1,381,523,000 | $ 1,344,920 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 737,151,000 | 754,815 |
Total Non-United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 644,372,000 | 590,105 |
China | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 402,987,000 | 369,544 |
United Kingdom | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 60,090,000 | 55,028 |
Malaysia | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 53,187,000 | 46,162 |
Switzerland | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 37,121,000 | 37,129 |
Sweden | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 27,374,000 | 24,270 |
Germany | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 16,703,000 | 18,631 |
Australia | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 13,627,000 | 12,321 |
Vietnam | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 10,246,000 | 11,140 |
Philippines | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 7,890,000 | 7,607 |
Taiwan | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 6,532,000 | 0 |
Korea | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 4,595,000 | 3,438 |
Hong Kong | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | 2,104,000 | 2,870 |
Other | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-Lived Assets | $ 1,916,000 | $ 1,965 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2022 | Nov. 24, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Realized gains on Forward Sale Commitment | $ 11 | ||
0.25% Convertible Senior Note Due 2022 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate | 0.25% | ||
0.50% Convertible Senior Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Debt instrument, interest rate | 0.50% | ||
Interest Rate Swap | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notional amount | $ 1,075 | ||
Fixed interest rate | 1.52% | ||
Floor interest rate | 0.00% | ||
Derivative liability | $ 29 | ||
Interest Rate Swap | Forecast | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notional amount | $ 825 |
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 (Details) $ in Thousands | Jun. 30, 2021USD ($) |
II-VI Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes fair value | $ 549,580 |
Convertible notes carrying value | 328,032 |
Finisar Notes | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Convertible notes fair value | 14,889 |
Convertible notes carrying value | $ 14,888 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) $ in Thousands | Aug. 18, 2018 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions to profit sharing retirement plan | $ 2,000 | $ 6,000 | $ 5,000 | |
Employer contributions | 4,000 | 3,000 | ||
Pension adjustments, net | $ (2,347) | 3,108 | $ 6,122 | |
2018 Employee Stock Purchase Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Requisite service period | 2 years | |||
Percentage of maximum employee subscription rate on base pay | 15.00% | |||
Common stock authorized for issuance under the Plan (in shares) | 2,000,000 | |||
Shares purchased on behalf of employees under the Plan (in shares) | 361,834 | |||
2018 Employee Stock Purchase Plan | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Common stock discount percentage from the fair market value | 90.00% | |||
Swiss Plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Pension liability | $ 25,000 | 27,000 | ||
Pension adjustments, net | (2,000) | 3,000 | ||
Accumulated benefit obligation | $ 90,000 | $ 85,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Estimated Future Benefit Payments Under Swiss Plan (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2022 | $ 5,500 |
2023 | 4,700 |
2024 | 4,900 |
2025 | 6,100 |
2026 | 7,500 |
Next five years | $ 35,800 |
Other Accrued Liabilities - Com
Other Accrued Liabilities - Components of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Jun. 30, 2020 |
Other Liabilities Disclosure [Abstract] | ||
Contract liabilities | $ 13,926 | $ 17,328 |
Warranty reserves | 21,868 | 27,620 |
Other accrued liabilities | 110,115 | 74,390 |
Other accrued liabilities | $ 145,909 | $ 119,338 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Business acquisitions, contingent consideration | $ 1 |
Commitments, 2022 | 352 |
Commitments, thereafter | $ 35 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Aug. 31, 2014 | |
Equity [Abstract] | ||||
Share repurchase program, authorized amount | $ 50,000,000 | |||
Purchase of common stock (in shares) | 1,416,587 | 50,000 | ||
Purchase of common stock | $ 22,000,000 | $ 1,625,000 | $ 1,616,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 2,076,803 | $ 1,133,209 | $ 1,024,311 |
Other comprehensive income (loss) before reclassifications | 86,013 | (65,564) | (20,626) |
Amounts reclassified from AOCI | 15,637 | 2,402 | 185 |
Net current-period other comprehensive income | 101,650 | (63,162) | (20,441) |
Ending Balance | 3,406,170 | 2,076,803 | 1,133,209 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (87,383) | (24,221) | (3,780) |
Ending Balance | 14,267 | (87,383) | (24,221) |
Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (31,596) | (15,627) | (1,308) |
Other comprehensive income (loss) before reclassifications | 86,991 | (15,969) | (14,319) |
Amounts reclassified from AOCI | 0 | 0 | 0 |
Net current-period other comprehensive income | 86,991 | (15,969) | (14,319) |
Ending Balance | 55,395 | (31,596) | (15,627) |
Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (44,085) | 0 | 0 |
Other comprehensive income (loss) before reclassifications | (2,687) | (46,067) | 0 |
Amounts reclassified from AOCI | 14,999 | 1,982 | 0 |
Net current-period other comprehensive income | 12,312 | (44,085) | 0 |
Ending Balance | (31,773) | (44,085) | 0 |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (11,702) | (8,594) | (2,472) |
Other comprehensive income (loss) before reclassifications | 1,709 | (3,528) | (6,307) |
Amounts reclassified from AOCI | 638 | 420 | 185 |
Net current-period other comprehensive income | 2,347 | (3,108) | (6,122) |
Ending Balance | $ (9,355) | $ (11,702) | $ (8,594) |
Quarterly Financial Data (una_3
Quarterly Financial Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 808,006 | $ 783,232 | $ 786,569 | $ 728,084 | $ 746,290 | $ 627,041 | $ 666,331 | $ 340,409 | $ 3,105,891 | $ 2,380,071 | $ 1,362,496 |
Cost of goods sold | 500,379 | 483,676 | 464,103 | 441,520 | 444,153 | 381,108 | 517,991 | 217,269 | 1,889,678 | 1,560,521 | 841,147 |
Internal research and development | 83,768 | 83,231 | 84,858 | 78,248 | 100,489 | 94,764 | 107,700 | 36,120 | 330,105 | 339,073 | 139,163 |
Selling, general and administrative | 126,666 | 131,244 | 118,893 | 107,186 | 134,152 | 82,133 | 119,218 | 105,495 | 483,989 | 440,998 | 233,518 |
Interest expense | 14,066 | 13,034 | 15,585 | 17,214 | 25,521 | 28,530 | 28,390 | 6,968 | 59,899 | 89,409 | 22,417 |
Other expense (income) - net | 10,124 | 21,432 | 3,153 | (24,339) | (1,264) | (7,168) | (487) | (5,079) | 10,370 | (13,998) | 2,562 |
Earnings (loss) before income taxes | 93,251 | 93,479 | 106,283 | 59,577 | 40,711 | 33,338 | (107,455) | (30,522) | 352,590 | (63,928) | 128,813 |
Income taxes | 10,957 | 12,387 | 18,383 | 13,311 | (10,550) | 27,417 | (9,242) | (4,524) | 55,038 | 3,101 | 21,296 |
Net Earnings (Loss) | $ 82,294 | $ 81,092 | $ 87,900 | $ 46,266 | $ 51,261 | $ 5,921 | $ (98,213) | $ (25,998) | $ 297,552 | $ (67,029) | $ 107,517 |
Basic earnings (loss) per share, (in usd per share) | $ 0.62 | $ 0.71 | $ 0.78 | $ 0.39 | $ 0.56 | $ 0.07 | $ (1.08) | $ (0.39) | $ 2.50 | $ (0.79) | $ 1.69 |
Diluted earnings (loss) per share (in usd per share) | $ 0.59 | $ 0.66 | $ 0.73 | $ 0.38 | $ 0.53 | $ 0.06 | $ (1.08) | $ (0.39) | $ 2.37 | $ (0.79) | $ 1.63 |
SCHEDULE II (Details)
SCHEDULE II (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 1,698 | $ 1,292 | $ 837 |
Charged to Expense | 301 | 956 | 548 |
Charged to Other Accounts | 0 | 0 | 0 |
Deduction from Reserves | (1,075) | (550) | (93) |
Balance at End of Year | 924 | 1,698 | 1,292 |
Warranty reserves | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 27,620 | 4,478 | 4,679 |
Charged to Expense | 2,134 | 11,507 | 4,185 |
Charged to Other Accounts | 0 | 37,453 | 0 |
Deduction from Reserves | (7,886) | (25,818) | (4,386) |
Balance at End of Year | 21,868 | 27,620 | 4,478 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 54,559 | 20,190 | 21,797 |
Charged to Expense | (2,545) | (2,186) | (1,607) |
Charged to Other Accounts | 1,751 | 36,555 | 0 |
Deduction from Reserves | 0 | 0 | 0 |
Balance at End of Year | $ 53,765 | $ 54,559 | $ 20,190 |