Cover
Cover - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Aug. 15, 2023 | Dec. 31, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Transition Report | false | ||
Entity File Number | 001-39375 | ||
Entity Registrant Name | COHERENT CORP. | ||
Entity Incorporation, State or Country Code | PA | ||
Entity Tax Identification Number | 25-1214948 | ||
Entity Address, Address Line One | 375 Saxonburg 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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 4,841,177,890 | ||
Entity Common Stock, Shares Outstanding | 150,397,328 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000820318 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement, which will be issued in connection with the 2023 Annual Meeting of Shareholders of Coherent Corp., 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 | COHR | ||
Security Exchange Name | NYSE | ||
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 | ||
No Trading Symbol Flag | true |
Audit Information
Audit Information | 12 Months Ended |
Jun. 30, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Pittsburgh, Pennsylvania |
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current Assets | ||
Cash, cash equivalents, and restricted cash | $ 833,333 | $ 2,582,371 |
Accounts receivable - less allowance for doubtful accounts of $8,005 and $4,206 at June 30, 2023 and June 30, 2022, respectively | 901,531 | 700,331 |
Inventories | 1,272,333 | 902,559 |
Prepaid and refundable income taxes | 28,271 | 19,585 |
Prepaid and other current assets | 216,530 | 100,346 |
Total Current Assets | 3,251,998 | 4,305,192 |
Property, plant & equipment, net | 1,782,035 | 1,363,195 |
Goodwill | 4,512,700 | 1,285,759 |
Other intangible assets, net | 3,814,684 | 635,404 |
Deferred income taxes | 37,748 | 31,714 |
Other assets | 311,968 | 223,582 |
Total Assets | 13,711,133 | 7,844,846 |
Current Liabilities | ||
Current portion of long-term debt | 74,836 | 403,212 |
Accounts payable | 405,308 | 434,917 |
Accrued compensation and benefits | 175,564 | 172,109 |
Operating lease current liabilities | 38,271 | 27,574 |
Accrued income taxes payable | 74,488 | 29,317 |
Other accrued liabilities | 310,281 | 199,830 |
Total Current Liabilities | 1,078,748 | 1,266,959 |
Long-term debt | 4,234,962 | 1,897,214 |
Deferred income taxes | 780,307 | 77,259 |
Operating lease liabilities | 140,748 | 110,214 |
Other liabilities | 247,402 | 109,922 |
Total Liabilities | 6,482,167 | 3,461,568 |
Shareholders’ Equity | ||
Common stock | 3,781,211 | 2,064,552 |
Accumulated other comprehensive income (loss) | 109,726 | (2,167) |
Retained earnings | 944,416 | 1,348,125 |
Shareholders' equity excluding treasury stock | 5,280,672 | 3,855,829 |
Treasury stock | (293,121) | (239,354) |
Total Shareholders’ Equity | 4,987,551 | 3,616,475 |
Total Liabilities, Mezzanine Equity and Shareholders’ Equity | 13,711,133 | 7,844,846 |
Series B Convertible Preferred Stock | ||
Mezzanine Equity | ||
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at June 30, 2023 and June 30, 2022, redemption value - $2,309,966 and 798,181 as of June 30, 2023 and June 30, 2022, respectively | 2,241,415 | 766,803 |
Series A Preferred Stock | ||
Shareholders’ Equity | ||
Preferred stock, value | $ 445,319 | $ 445,319 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts receivable, allowance for doubtful accounts | $ 8,005 | $ 4,206 |
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) | 154,719,413 | 120,923,171 |
Treasury stock (in shares) | 15,135,711 | 13,972,758 |
Series B Convertible Preferred Stock | ||
Redeemable convertible preferred stock, par value (in usd per share) | $ 0 | $ 0 |
Redeemable convertible preferred stock, cumulative percentage | 5% | 5% |
Redeemable convertible preferred stock, shares issued (in shares) | 215,000 | 75,000 |
Redeemable convertible preferred stock, redemption value | $ 2,309,966 | $ 798,181 |
Series A Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0 | $ 0 |
Preferred stock, dividend rate, percentage | 6% | 6% |
Preferred stock, shares issued (in shares) | 2,300,000 | 2,300,000 |
Consolidated Statements of Earn
Consolidated Statements of Earnings (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 5,160,100 | $ 3,316,616 | $ 3,105,891 |
Costs, Expenses and Other Expense (Income) | |||
Cost of goods sold | 3,541,817 | 2,051,120 | 1,928,432 |
Internal research and development | 499,603 | 377,106 | 330,105 |
Selling, general and administrative | 1,036,699 | 474,096 | 445,235 |
Restructuring charges | 119,101 | 0 | 0 |
Interest expense | 286,872 | 121,254 | 59,899 |
Other expense (income), net | 31,566 | 11,233 | (10,370) |
Total Costs, Expenses and Other Expense | 5,515,658 | 3,034,809 | 2,753,301 |
Earnings (loss) before income taxes | (355,558) | 281,807 | 352,590 |
Income Tax Expense (Benefit) | (96,100) | 47,048 | 55,038 |
Net Earnings (Loss) | (259,458) | 234,759 | 297,552 |
Less: Dividends on Preferred Stock | 144,212 | 68,225 | 37,231 |
Net Earnings (Loss) available to the Common Shareholder | $ (403,670) | $ 166,534 | $ 260,321 |
Basic Earnings (Loss) Per Share (in usd per share) | $ (2.93) | $ 1.57 | $ 2.50 |
Diluted Earnings (Loss) Per Share (in usd per share) | $ (2.93) | $ 1.45 | $ 2.37 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Net earnings (loss) | $ (259,458) | $ 234,759 | $ 297,552 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 87,927 | (89,967) | 86,991 |
Pension adjustment, net of taxes | (6,105) | 15,719 | 2,347 |
Other comprehensive income (loss) | 111,893 | (16,434) | 101,650 |
Comprehensive income (loss) | (147,565) | 218,325 | 399,202 |
Interest Rate Swap | |||
Other comprehensive income (loss): | |||
Change in fair value of interest rate swap and interest rate cap, net of taxes | 7,749 | 43,508 | 12,312 |
Interest Rate Cap | |||
Other comprehensive income (loss): | |||
Change in fair value of interest rate swap and interest rate cap, net of taxes | $ 22,322 | $ 14,306 | $ 0 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pension adjustment, taxes | $ (1,682) | $ 3,856 | $ 576 |
Interest Rate Swap | |||
Change in fair value of interest rate swap/cap, taxes | 2,122 | 11,901 | $ 3,372 |
Interest Rate Cap | |||
Change in fair value of interest rate swap/cap, taxes | $ 5,934 | $ 3,818 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity and Mezzanine Equity - USD ($) $ in Thousands | Total | Coherent Inc. | Cumulative Effect, Period of Adoption, Adjustment | Interest Rate Swap | Interest Rate Cap | Preferred Shares | Common Stock | Common Stock Coherent Inc. | Common Stock Cumulative Effect, Period of Adoption, Adjustment | Preferred Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Interest Rate Swap | Accumulated Other Comprehensive Income (Loss) Interest Rate Cap | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Beginning balance, Preferred Stock (in shares) | 0 | |||||||||||||||
Beginning balance, Common Stock (in shares) at Jun. 30, 2020 | 105,916,000 | |||||||||||||||
Beginning balance, Treasury Stock (in shares) at Jun. 30, 2020 | (13,356,000) | |||||||||||||||
Beginning Balance at Jun. 30, 2020 | $ 2,076,803 | $ 1,486,947 | $ 0 | $ (87,383) | $ 876,552 | $ (199,313) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
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) | |||||||||||||
Stock issued in underwritten public offering (in shares) | 10,698,000 | 2,300,000 | ||||||||||||||
Shares issued in underwritten public offering | 883,908 | $ 438,589 | $ 445,319 | |||||||||||||
Net earnings (loss) | 297,552 | 297,552 | ||||||||||||||
Foreign currency translation adjustments | 86,991 | 86,991 | ||||||||||||||
Change in fair value of interest rate swap/cap, net of taxes | $ 12,312 | $ 0 | $ 12,312 | |||||||||||||
Pension adjustment, net of taxes | 2,347 | 2,347 | ||||||||||||||
Dividends and deemed dividends | (37,327) | (37,327) | ||||||||||||||
Ending balance, Common Stock, (in shares) at Jun. 30, 2021 | 119,127,000 | |||||||||||||||
Ending balance, Preferred Stock (in shares) at Jun. 30, 2021 | 2,300,000 | |||||||||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2021 | (13,640,000) | |||||||||||||||
Ending Balance at Jun. 30, 2021 | 3,406,170 | $ (11,472) | $ 2,028,273 | $ (56,388) | $ 445,319 | 14,267 | 1,136,777 | $ 44,916 | $ (218,466) | |||||||
Mezzanine Equity | ||||||||||||||||
Series B shares issued in March 2021 (in shares) | 75,000 | |||||||||||||||
Series B shares issued in March 2021 | $ 716,087 | |||||||||||||||
Dividends | $ 10,091 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2021 | 75,000 | |||||||||||||||
Ending balance at Jun. 30, 2021 | $ 726,178 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Beginning balance, Preferred Stock (in shares) | 2,300,000 | |||||||||||||||
Mezzanine Equity | ||||||||||||||||
Beginning balance (in shares) | 75,000 | |||||||||||||||
Share-based and deferred compensation activities (in shares) | 1,796,000 | 333,000 | ||||||||||||||
Share-based and deferred compensation activities | 71,779 | $ 92,667 | $ (20,888) | |||||||||||||
Net earnings (loss) | 234,759 | 234,759 | ||||||||||||||
Foreign currency translation adjustments | (89,967) | (89,967) | ||||||||||||||
Change in fair value of interest rate swap/cap, net of taxes | 43,508 | 14,306 | 43,508 | $ 14,306 | ||||||||||||
Pension adjustment, net of taxes | 15,719 | 15,719 | ||||||||||||||
Dividends and deemed dividends | $ (68,327) | (68,327) | ||||||||||||||
Ending balance, Common Stock, (in shares) at Jun. 30, 2022 | 120,923,000 | |||||||||||||||
Ending balance, Preferred Stock (in shares) at Jun. 30, 2022 | 2,300,000 | |||||||||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2022 | (13,972,758) | (13,973,000) | ||||||||||||||
Ending Balance at Jun. 30, 2022 | $ 3,616,475 | $ 2,064,552 | $ 445,319 | (2,167) | 1,348,125 | $ (239,354) | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||||||||||||
Mezzanine Equity | ||||||||||||||||
Dividends | $ 40,625 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 75,000 | |||||||||||||||
Ending balance at Jun. 30, 2022 | $ 766,803 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Beginning balance, Preferred Stock (in shares) | 2,300,000 | |||||||||||||||
Mezzanine Equity | ||||||||||||||||
Beginning balance (in shares) | 75,000 | |||||||||||||||
Share-based and deferred compensation activities (in shares) | 4,029,000 | 1,164,000 | ||||||||||||||
Share-based and deferred compensation activities | $ 117,361 | $ 171,128 | $ (53,767) | |||||||||||||
Coherent acquisition (in shares) | 22,588,000 | |||||||||||||||
Coherent acquisition | $ 1,207,591 | $ 1,207,591 | ||||||||||||||
Convertible debt conversions (in shares) | 7,181,000 | |||||||||||||||
Convertible debt conversions | 337,940 | $ 337,940 | ||||||||||||||
Net earnings (loss) | (259,458) | (259,458) | ||||||||||||||
Foreign currency translation adjustments | 87,927 | 87,927 | ||||||||||||||
Change in fair value of interest rate swap/cap, net of taxes | $ 7,749 | $ 22,322 | $ 7,749 | $ 22,322 | ||||||||||||
Pension adjustment, net of taxes | (6,105) | (6,105) | ||||||||||||||
Dividends and deemed dividends | $ (144,251) | (144,251) | ||||||||||||||
Ending balance, Common Stock, (in shares) at Jun. 30, 2023 | 154,721,000 | |||||||||||||||
Ending balance, Preferred Stock (in shares) at Jun. 30, 2023 | 2,300,000 | |||||||||||||||
Ending balance, Treasury Stock (in shares) at Jun. 30, 2023 | (15,135,711) | (15,137,000) | ||||||||||||||
Ending Balance at Jun. 30, 2023 | $ 4,987,551 | $ 3,781,211 | $ 445,319 | $ 109,726 | $ 944,416 | $ (293,121) | ||||||||||
Mezzanine Equity | ||||||||||||||||
Series B shares issued in March 2021 (in shares) | 140,000 | |||||||||||||||
Series B shares issued in March 2021 | $ 1,358,000 | |||||||||||||||
Dividends | $ 116,612 | |||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 215,000 | |||||||||||||||
Ending balance at Jun. 30, 2023 | $ 2,241,415 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||
Beginning balance, Preferred Stock (in shares) | 2,300,000 | |||||||||||||||
Mezzanine Equity | ||||||||||||||||
Beginning balance (in shares) | 215,000 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity and Mezzanine Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pension adjustment, taxes | $ (1,682) | $ 3,856 | $ 576 |
Interest Rate Swap | |||
Change in fair value of interest rate swap/cap, taxes | 2,122 | 11,901 | $ 3,372 |
Interest Rate Cap | |||
Change in fair value of interest rate swap/cap, taxes | $ 5,934 | $ 3,818 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities | |||
Net loss | $ (259,458) | $ 234,759 | $ 297,552 |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation | 267,562 | 207,132 | 187,803 |
Amortization | 414,125 | 79,647 | 82,266 |
Share-based compensation expense | 148,872 | 73,214 | 70,953 |
Restructuring charges | 119,456 | 0 | 0 |
Amortization of discount on convertible debt and debt issuance costs | 19,850 | 18,807 | 20,732 |
Debt extinguishment expense | 6,855 | 0 | 24,747 |
Losses (gains) on disposals of property, plant and equipment | 2,440 | 617 | 2,537 |
Unrealized losses (gains) on foreign currency remeasurements and transactions | (3,549) | 1,167 | 5,545 |
Earnings from equity investments | 66 | (2,190) | (14,246) |
Deferred income taxes | (206,822) | (8,154) | (371) |
Increase (decrease) in cash from changes in (net of effects of acquisitions): | |||
Accounts receivable | 68,315 | (55,193) | (51,697) |
Inventories | 174,136 | (230,882) | (44,645) |
Accounts payable | (83,330) | 97,053 | 2,266 |
Contract Liabilities | (18,957) | 26,614 | 2,820 |
Income taxes | 28,651 | 17,961 | (18,086) |
Accrued compensation and benefits | (57,140) | (9,382) | 23,934 |
Other operating net assets (liabilities) | 12,953 | (37,838) | (17,757) |
Net cash provided by operating activities | 634,025 | 413,332 | 574,353 |
Cash Flows from Investing Activities | |||
Additions to property, plant & equipment | (436,060) | (314,332) | (146,337) |
Purchases of businesses, net of cash acquired | (5,488,556) | 0 | (34,394) |
Other investing activities | (4,010) | (5,750) | 7,774 |
Net cash used in investing activities | (5,928,626) | (320,082) | (172,957) |
Cash Flows from Financing Activities | |||
Proceeds from issuance of Senior Notes | 0 | 990,000 | 0 |
Proceeds from issuance of common shares | 0 | 0 | 460,000 |
Payments on convertible notes | (3,561) | 0 | 0 |
Payment of Finisar Notes | 0 | (14,888) | 0 |
Payments on existing debt | (1,265,175) | (62,050) | (851,650) |
Payments on borrowings under Revolving Credit Facility | (65,000) | 0 | (74,000) |
Debt issuance costs | (126,516) | (10,197) | 0 |
Equity issuance costs | (42,000) | 0 | (58,596) |
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan | 24,167 | 17,858 | 32,360 |
Payments in satisfaction of employees’ minimum tax obligations | (54,172) | (21,249) | (19,701) |
Payment of dividends | (27,600) | (34,508) | (20,319) |
Other financing activities | (1,124) | (2,013) | (2,367) |
Net cash provided by financing activities | 3,554,019 | 862,953 | 675,727 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (4,223) | 34,276 | 21,723 |
Net increase in cash and cash equivalents, and restricted cash | (1,744,805) | 990,479 | 1,098,846 |
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period | 2,582,371 | 1,591,892 | 493,046 |
Cash, Cash Equivalents, and Restricted Cash at End of Period | 837,566 | 2,582,371 | 1,591,892 |
Cash paid for interest | 282,835 | 57,314 | 37,266 |
Cash paid for income taxes | 89,567 | 50,000 | 60,393 |
Non cash transactions: | |||
Additions to property, plant & equipment included in accounts payable | 36,777 | 84,890 | 32,028 |
Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | |||
Restricted cash | 16,256 | ||
Cash, cash equivalents, and restricted cash | 833,333 | 2,582,371 | 1,591,892 |
Restricted cash, non-current | 4,233 | 0 | 0 |
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | 837,566 | 2,582,371 | 1,591,892 |
Revolving Credit Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings of Revolving Credit Facility | 65,000 | 0 | 0 |
Term A Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings of Term Facility | 850,000 | 0 | 0 |
Term B Facility | |||
Cash Flows from Financing Activities | |||
Proceeds from borrowings of Term Facility | 2,800,000 | 0 | 0 |
Series A Preferred Stock | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred shares | 0 | 0 | 460,000 |
Series B Preferred Stock | |||
Cash Flows from Financing Activities | |||
Proceeds from issuance of preferred shares | $ 1,400,000 | $ 0 | $ 750,000 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business and Summary of Significant Accounting Policies | Nature of Business and Summary of Significant Accounting Policies Nature of Business. Coherent Corp. (“Coherent,” the “Company,” “we,” “us” or “our”), a global leader in materials, networking, and lasers, is a vertically-integrated manufacturing company that develops, manufactures, and markets engineered materials, optoelectronic components and devices, and lasers for use in the industrial, communications, electronics and instrumentation markets. 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 our manufacturing yields. We have not experienced material production delays due to a shortage of materials. However, we do occasionally experience problems associated with vendor-supplied materials not meeting specifications for quality or purity. A significant failure of our suppliers to deliver sufficient quantities of necessary high-quality materials on a timely basis could have a material adverse effect on our results of operations. Transfer to New York Stock Exchange. On February 8, 2023, the Company announced the voluntary transfer of the listing of its common stock, no par value (“Coherent Common Stock”) and Series A Mandatory Convertible Preferred Stock, no par value (“Mandatory Convertible Preferred Stock”), from the NASDAQ Global Select Market to the New York Stock Exchange (the “NYSE”), effective as of the close of trading on February 22, 2023. The Coherent Common Stock and Mandatory Convertible Preferred Stock began trading on the NYSE on February 23, 2023 under the ticker symbols “COHR” and “IIVI”, respectively. Principles of Consolidation. The Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates. The preparation of financial statements in conformity with generally accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s best knowledge of current events and actions Coherent may undertake in the future, actual results may ultimately differ from the 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, Cash Equivalents, and Restricted Cash. We consider highly liquid investment instruments with an original maturity of three months or less to be cash equivalents. As of June 30, 2023, we had restricted cash of $16,256 that is restricted for a specific purpose, with $12 million and $4 million recorded in cash, cash equivalents, and restricted cash and other assets, respectively, on our Consolidated Balance Sheet. Allowance for Expected Credit Losses. We recognize expected credit losses resulting from the inability of our customers to make required payments through an allowance account that is measured each reporting date. We estimate credit losses over the life of our trade accounts receivable using a combination of historical loss data, current credit conditions, specific customer circumstances, and reasonable and supportable forecasts of future economic conditions. 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. We generally record 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. We review our 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 40 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 our right to use an underlying asset for the lease term, and lease liabilities represent our 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. We use 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. We have 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 12. Leases for further information. Business Combinations. The Company accounts for business combinations 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 July 1, 2022, we acquired Coherent, Inc. The significant accounting policies of Coherent, Inc. have been aligned to conform to those of the Company, and the consolidated financial statements include the results of Coherent, Inc. as of its acquisition date. See Note 3. Coherent Acquisition for further information. 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. We test 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 our reporting units to the recorded value (including goodwill). We use a discounted cash flow (“DCF”) model and/or a market analysis to determine the fair value of our 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. We have 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 we conclude that this is the case, it must perform the quantitative assessment. Otherwise, we will forego the quantitative assessment and does not need to perform any further testing. As of April 1 of fiscal years 2023 and 2022, we completed our annual impairment tests of our reporting units using the quantitative assessment. For fiscal year 2023, the fair values of the reporting units were determined using a discounted cash flow analysis with projected financial information based on our most recently completed long-term strategic planning processes and also considers the current financial performance compared to our prior projections of the reporting units, as well as a market analysis. Determination of the fair value requires discretion and the use of estimates by management. As of April 1, 2023, we had significant headroom in the Networking and Materials reporting units. For the Lasers reporting unit, as of April 1, 2023, based on the quantitative assessment, the estimated fair value exceeded the carrying value by approximately 10% and we had determined that the goodwill was at risk for impairment going forward should there be a deterioration of projected cash flows of the reporting unit. Our Lasers reporting unit has goodwill of approximately $3.2 billion at June 30, 2023. In evaluating the Lasers reporting unit, significant weight was provided to the forecasted revenue and related gross margins as we determined that these have the most significant impact on its fair value. The forecasted profitability is expected to increase as volumes increase and the achievement of operating efficiencies and the benefit from the multi-year synergy and site consolidation plans are realized. We used a discount rate of 13.0% which is the required return a market participant would require in its investment in the Reporting Unit based on observed market inputs. If actual results are not consistent with management’s estimates and assumptions, a material goodwill impairment charge could occur, which could have a material adverse effect on our consolidated financial statements. Due to the cyclical nature of our business, and the other factors described in the section on Risk Factors set forth in Item 1A of this Annual Report on Form 10-K, the profitability of our individual reporting units may periodically be affected by downturns in customer demand, operational challenges and other factors. If material adverse conditions occur that impact one or more of our reporting units, our determination of future fair value might not support the carrying amount of one or more of our reporting units, and the related goodwill would need to be impaired. We will continue to monitor any changes to our assumptions and will evaluate goodwill as deemed warranted during future periods. 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 1 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. As of April 1 of fiscal 2023, the Company completed a quantitative impairment test of the Coherent trade name acquired in the Merger using the relief from royalty method and determined that its fair value is well in excess of its carrying value. As of April 1, 2023, the Company recorded $25 million of impairment charges related to the abandonment of certain purchased technology and customer lists $14 million of impairment charges related to trade names for older acquisitions. See Note 7. Goodwill and Other Intangible Assets for further information. Investments in Other Entities. In the normal course of business, we enter 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. We determine 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. We generally account for investments we make in VIEs in which we have determined that we do not have a controlling financial interest but have significant influence over or hold 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 ASC 321, Investments - Equity Securities. 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 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. See Note 10. Equity and Redeemable Preferred Stock for further information. Series B Convertible Preferred Stock. The 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 (Loss) Available to the Common Shareholder. The Series B-2 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 (Loss) Available to the Common Shareholder. See Note 10. Equity and Redeemable Preferred Stock for further information. 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. We had no material loss contingency liabilities at June 30, 2023 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 our customer have been satisfied and control has transferred to the customer. We have 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 our performance obligations, ownership of the goods and associated revenue are generally transferred to customers at a point in time, generally upon shipment of a product to the customer or delivery of the product to 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. We periodically enter into contracts in which a customer may purchase a combination of goods and/or services, such as products with maintenance contracts or extended warranty. Extended warranties are sold separately from products, and represent a distinct performance obligation. Revenue related to the performance obligation for extended warranties is recognized over time as the customer simultaneously receives and consumes the benefits provided by us. 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. We consider 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, 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. The majority of contracts typically require payment within 30 to 90 days after performance of the service. Non-recurring engineering arrangements are typically recognized as product revenue over time under either 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 or under the output method. The majority of contracts typically require payment within 30 to 90 days. Our revenue recognition policy is consistently applied across our segments, product lines, services, and geographical locations. For the periods covered herein, we measure 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. We determine 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, we expense 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 (“SG&A”). We have 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. We monitor and track the amount of product returns and reduces revenue at the time of shipment for the estimated amount of future returns, based on historical experience. We offer an assurance-type limited warranty that products will be free from defects in materials and workmanship. We establish 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 typically limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. We believe 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 4. Revenue from Contracts with Customers for further information. Internal Research and Development . Internal research and development (“IR&D”) 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 IR&D 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). We recognize 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 our historical experience of pre-vesting cancellations. We 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. See Note 13. Share-Based Compensation for a description of our share-based employee compensation plans and the assumptions we use to calculate the fair value of share-based employee compensation. 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. 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. If there is a net loss for the period, diluted earnings per share is the same as basic earnings per share. See Note 11. Earnings Per Share for further information. 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 and cap derivative instruments, and pension adjustments. Fair Value Measurements. We apply 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, we consider the principal or most advantageous market in which we 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, 2023 | |
Accounting Policies [Abstract] | |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This topic provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. We adopted Topic 848 in the three months ended March 31, 2023 and applied the practical expedients under Topic 848 to account for modifications and updates to our floating rate debt, our interest rate swap and our interest rate cap. Application of these practical expedients allowed us to maintain hedge accounting for our interest rate cap and swap contracts. The adoption did not have a material impact on our consolidated financial statements. Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ASC 606, Revenue from Contracts with Customers, rather than adjust them to fair value at the acquisition date. We adopted this accounting standard as of July 1, 2022. The acquisition of Coherent, Inc. has been accounted for in accordance with ASU 2021-08, as will any future acquisitions. Results of operations for quarterly periods prior to adoption remain unchanged as a result of the adoption of ASU No. 2021-08. Refer to Note 3. Coherent Acquisition for further information. |
Coherent Acquisition
Coherent Acquisition | 12 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Coherent Acquisition | Coherent Acquisition On July 1, 2022 (the “Closing Date”), the Company completed its acquisition of Coherent, Inc. (the “Merger”), a global provider of lasers and laser-based technology for scientific, commercial, and industrial customers, in a combined cash and stock transaction in accordance with the Agreement and Plan of Merger dated March 25, 2021 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, each share of common stock of legacy Coherent, Inc. (“Legacy Coherent”), par value $0.01 per share (the “Legacy Coherent Common Stock”), issued and outstanding immediately prior to July 1, 2022, was canceled and extinguished and automatically converted into the right to receive $220.00 in cash and 0.91 of a share of Coherent’s common stock, no par value (“Coherent Common Stock”). Following the completion of the Legacy Coherent acquisition, the Company announced a new brand identity, including a corporate name change to Coherent Corp. (NYSE: COHR) on September 8, 2022. On the Closing Date, the Company entered into a Credit Agreement (the “Credit Agreement”) by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a new term loan A credit facility (the “Term A Facility”) in an aggregate principal amount of $850 million a new term loan B credit facility (the “Term B Facility”) (and, together with the Term A Facility, the “Term Facilities”) in an aggregate principal amount of $3 billion, and a new revolving credit facility (the “Revolving Credit Facility”) in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. For further information on the credit facility refer to Note 8. Debt. In order to complete the funding of the Merger, we had a net cash outflow of $2.1 billion on July 1, 2022. We recorded $94 million of acquisition related costs in the year ended June 30, 2023 representing professional and other direct acquisition costs. These costs are recorded within SG&A expense in our Consolidated Statement of Earnings (Loss). Approximately 23 million shares of Coherent Common Stock in the aggregate were issued in conjunction with the closing of the Merger. Total Merger consideration was $7.1 billion, including replacement equity awards attributable to pre-combination service for certain Legacy Coherent restricted stock units. The total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000): Shares Per Share Total Consideration Cash paid for merger consideration — — $ 5,460,808 Shares of COHR common stock issued to Legacy Coherent stockholders 22,587,885 $49.83 1,125,554 Converted Legacy Coherent RSUs attributable to pre-combination service — — 82,037 Payment of Legacy Coherent debt — — 364,544 Payment of Legacy Coherent transaction expenses — — 62,840 $ 7,095,783 The purchase price allocation set forth herein is final. We allocated the fair value of the purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, generally based on estimated fair values. The excess purchase price over those fair values is recorded as goodwill. Our valuation assumptions of acquired assets and assumed liabilities require estimates, especially with respect to intangible assets, inventories, property, plant & equipment and deferred income taxes. In determining the fair value of intangible assets acquired, we must make assumptions about the future performance of the acquired business, including among other things, the forecasted revenue growth attributable to the asset group and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the Company and Legacy Coherent. Our intangible assets are comprised of trade names and trademarks, customer relationships, developed technology and backlog. We utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the purchase price allocation. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions. Our final allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000): Final Purchase Price Allocation Previously Reported September 30, 2022 Measurement Period Adjustments (i) As Adjusted Assets Current Assets Cash, cash equivalents, and restricted cash $ 393,324 $ — $ 393,324 Accounts receivable 270,928 — 270,928 Inventories (ii) 497,345 65,539 562,884 Prepaid and refundable income taxes (iii) 8,869 (4,037) 4,832 Prepaid and other current assets (iv) 41,467 (3,662) 37,805 Total Current Assets 1,211,933 57,840 1,269,773 Property, plant & equipment, net (v) 424,228 16,704 440,932 Deferred income taxes (iii) 1,115 (879) 236 Other assets (iv) 102,726 3,662 106,388 Other intangible assets, net (vi) 2,425,454 1,079,546 3,505,000 Goodwill 4,005,727 (830,743) 3,174,984 Total Assets $ 8,171,183 $ 326,130 $ 8,497,313 Liabilities Current Liabilities Current portion of long-term debt $ 4,504 $ — $ 4,504 Accounts payable 116,754 — 116,754 Accrued compensation and benefits (vii) 60,596 (1,965) 58,631 Operating lease current liabilities 13,002 — 13,002 Accrued income taxes payable (iii) 16,936 8,116 25,052 Other accrued liabilities (vii) 136,042 2,882 138,924 Total Current Liabilities 347,834 9,033 356,867 Long-term debt 22,991 — 22,991 Deferred income taxes (iii) 563,824 313,774 877,598 Operating lease liabilities 43,313 — 43,313 Other liabilities (vii) 97,438 3,323 100,761 Total Liabilities $ 1,075,400 $ 326,130 $ 1,401,530 Final aggregate acquisition consideration $ 7,095,783 $ — $ 7,095,783 (i) We recorded measurement period adjustments to our preliminary acquisition date fair values due to the refinement of our valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (ii) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a fair value of approximately $563 million, an increase of $66 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statement of Earnings (Loss) for the year ended June 30, 2023 includes cost of goods sold of approximately $158 million related to the increased basis in the fair value compared to the carrying value. The costs are being amortized over the expected period during which the acquired inventory is sold and thus are not anticipated to affect the Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date. (iii) We have adjusted our prepaid and refundable income taxes, deferred tax asset, income taxes payable and deferred tax liability positions as of June 30, 2023, to $5 million, $0 million, $25 million and $878 million, respectively, as a result of measurement period adjustments. (iv) We recorded approximately $4 million of decreases in prepaid and other current assets and $4 million of increases in other assets as measurement period adjustments. (v) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a fair value of approximately $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statements of Earnings (Loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis. (vi) Identifiable intangible assets in the Consolidated Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the year ended June 30, 2023 was $87 million. Intangibles amortization recorded in SG&A expenses for the year ended June 30, 2023 was $209 million. Identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Consolidated Statements of Earnings (Loss) (in $000): Fair Value Estimated Useful Life Trade names and trademarks $ 430,000 N/A Customer relationships 1,830,000 15 years Developed technology 1,157,500 13.5 years Backlog 87,500 1.0 year Intangible assets acquired $ 3,505,000 (vii) We recorded approximately $3 million of increases in other accrued liabilities, $2 million of decreases in accrued compensation and benefits and $3 million of increases in other liabilities as measurement period adjustments. Operating results, including goodwill and intangibles, of Legacy Coherent are reflected in the Company’s consolidated financial statements from the Closing Date, within the Lasers segment. Revenues and net loss for the Lasers segment for the year ended June 30, 2023 were $1,469 million and $412 million, respectively. Goodwill in the amount of $3.2 billion arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining Coherent and Legacy Coherent. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes. Supplemental Pro Forma Information The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. The following supplemental pro forma information presents the combined results of operations for the years ended June 30, 2023 and June 30, 2022, as if Legacy Coherent had been acquired as of July 1, 2021. The supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets, property, plant and equipment, adjustments to share-based compensation expense, fair value adjustments on the inventories acquired, transaction costs, interest expense and amortization of debt issuance costs related to the Senior Credit Facilities (as defined in Note 8. Debt). The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000): Year Ended June 30, 2023 Year Ended June 30, 2022 Revenue $ 5,160,100 $ 4,837,103 Net Earnings (Loss) 105,849 (289,615) |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers We believe that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows. Effective July 1, 2022, we disaggregate revenue into four end markets: industrial, communications, electronics and instrumentation. All prior period market and segment disclosure information has been reclassified to conform to the current reporting structure. As a result of the Merger, we now have the following operating segments: Networking, Materials and Lasers. Additionally, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments. See Note 14. Segment and Geographic Reporting for further information. The following table summarizes disaggregated revenue by market for the years ended June 30, 2023, 2022 and 2021 ($000): Year Ended June 30, 2023 Networking Materials Lasers Total Industrial $ 70,076 $ 603,664 $ 1,087,881 $ 1,761,621 Communications 2,219,677 73,703 — 2,293,380 Electronics 11,488 614,151 — 625,639 Instrumentation 39,689 58,240 381,531 479,460 Total Revenues $ 2,340,930 $ 1,349,758 $ 1,469,412 $ 5,160,100 Year Ended June 30, 2022 Networking Materials Lasers Total Industrial $ 84,032 $ 662,731 $ — $ 746,763 Communications 2,064,424 90,406 — 2,154,830 Electronics 12,218 298,156 — 310,374 Instrumentation 36,575 68,074 — 104,649 Total Revenues $ 2,197,249 $ 1,119,367 $ — $ 3,316,616 Year Ended June 30, 2021 Networking Materials Lasers Total Industrial $ 58,919 $ 585,957 $ — $ 644,876 Communications 1,904,624 80,449 — 1,985,073 Electronics 13,636 364,941 — 378,577 Instrumentation 27,131 70,234 — 97,365 Total Revenues $ 2,004,310 $ 1,101,581 $ — $ 3,105,891 Contract Liabilities |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories were as follows: June 30, 2023 2022 ($000) Raw materials $ 462,436 $ 318,758 Work in progress 549,992 408,405 Finished goods 259,905 175,396 Total Inventories $ 1,272,333 $ 902,559 During the year ended June 30, 2023, as part of the Merger, a fair value inventory step-up in the amount of $158 million was recorded as part of the purchase price allocation. The inventory step-up has been amortized to cost of goods sold over the expected period during which the acquired inventory was sold. Refer to Note 3. Coherent Acquisition for further information. |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | Property, Plant & Equipment Property, plant & equipment consists of the following: June 30, 2023 2022 ($000) Land and land improvements $ 69,639 $ 19,368 Buildings and improvements 780,204 415,530 Machinery and equipment 1,879,136 1,651,762 Construction in progress 287,990 271,605 Finance lease right-of-use asset 25,000 25,000 3,041,969 2,383,265 Less accumulated depreciation (1,259,934) (1,020,070) Property, plant, and equipment, net $ 1,782,035 $ 1,363,195 Included in the table above is a building acquired under a finance lease. As of June 30, 2023 and June 30, 2022, the accumulated depreciation of the finance lease ROU asset was $11 million and $9 million, respectively. During the year ended June 30, 2023, as part of the Merger, a fair value step-up in the amount of $145 million was recorded to property, plant and equipment as part of the purchase price allocation. The step-up is being amortized over the useful lives of the related assets. Refer to Note 3. Coherent Acquisition for further information. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible AssetsGoodwill 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, 2023 Networking Materials Lasers Total Balance at beginning of period $ 1,013,277 $ 272,482 $ — $ 1,285,759 Goodwill acquired — — 3,174,984 3,174,984 Foreign currency translation 22,927 (24,787) 53,817 51,957 Balance-end of period $ 1,036,204 $ 247,695 $ 3,228,801 $ 4,512,700 Year Ended June 30, 2022 Networking Materials Lasers Total Balance-beginning of period $ 1,053,028 $ 243,699 $ — $ 1,296,727 Transfer between segments (1) (35,466) 35,466 — — Foreign currency translation (4,285) (6,683) — (10,968) Balance-end of period $ 1,013,277 $ 272,482 $ — $ 1,285,759 (1) Refer to Note 14. Segment Reporting for information regarding the segment transfer of goodwill between segments. The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of June 30, 2023 and 2022 were as follows ($000): June 30, 2023 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Technology $ 1,661,263 $ (270,786) $ 1,390,477 $ 473,845 $ (144,409) $ 329,436 Trade Names 438,470 (8,279) 430,191 22,536 (7,454) 15,082 Customer Lists 2,333,360 (339,344) 1,994,016 464,880 (173,994) 290,886 Backlog and Other 88,834 (88,834) — 1,563 (1,563) — Total $ 4,521,927 $ (707,243) $ 3,814,684 $ 962,824 $ (327,420) $ 635,404 Refer to Note 3. Coherent Acquisition for further information on intangibles acquired in the year ended June 30, 2023. Amortization expense recorded on the intangible assets for the fiscal years ended June 30, 2023, 2022 and 2021 was $414 million, $80 million, and $82 million, respectively. The technology intangible assets are being amortized over a range of 72 to 228 months with a weighted-average remaining life of approximately 142 months, and the amortization is recorded in cost of goods sold in our Consolidated Statements of Earnings (Loss). The customer lists are being amortized over 72 to 180 months with a weighted-average remaining life of approximately 157 months, and the amortization is recorded in SG&A in our Consolidated Statements of Earnings (Loss). Amortization expense in the fiscal year ended June 30, 2023 includes a total of $39 million of impairment charges, with $33 million in the Materials segment and $7 million in the Networking segment. $25 million of the impairment charges related to the abandonment of certain purchased technology and customer lists, with $8 million recorded in cost of goods sold and $18 million recorded in SG&A in our Consolidated Statements of Earnings (Loss). $14 million of impairment charges, recorded in SG&A, related to the abandonment of indefinite-lived trade names. In connection with past acquisitions, the Company acquired trade names with indefinite lives. In conjunction with our annual impairment test for indefinite-lived intangibles in the fourth quarter of fiscal year 2023, we recognized impairment charges related to trade names for older acquisitions of $14 million, primarily due to the fiscal 2023 rebranding of the Company as Coherent Corp. We concluded that the $430 million indefinite-lived Coherent trade name acquired in the Merger was not impaired. In the fourth quarter of fiscal year 2022, we had completed our impairment test of these trade names with indefinite lives with no resulting impairment. The estimated amortization expense for existing intangible assets for each of the five succeeding years is as follows ($000): Year Ending June 30, 2024 $ 287,493 2025 285,667 2026 284,089 2027 283,376 2028 281,688 |
Debt
Debt | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of debt for the periods indicated were as follows ($000): June 30, 2023 June 30, 2022 Term A Facility, interest at adjusted SOFR, as defined, plus 1.750% $ 818,125 $ — Debt issuance costs, Term A Facility and Revolving Credit Facility (18,149) — Term B Facility, interest at adjusted SOFR, as defined, plus 2.75% 2,566,625 — Debt issuance costs, Term B Facility (63,977) — 5.00% Senior Notes 990,000 990,000 Debt Issuance costs, Senior Notes (6,863) (7,703) 1.0% State of Connecticut term loan due 2023 1,697 — Facility construction loan in Germany due 2030 22,340 — Prior Term A Facility, interest at LIBOR, as defined, plus 1.375% — 995,363 Debt issuance costs, Prior Term A Facility and Revolving Credit Facility — (18,396) 0.25% convertible senior notes — 341,501 Debt issuance costs and discount, 0.25% Convertible Senior Notes — (339) Total debt 4,309,798 2,300,426 Current portion of long-term debt (74,836) (403,212) Long-term debt, less current portion $ 4,234,962 $ 1,897,214 The required annual principal repayments for all indebtedness for the next five years and thereafter, as of June 30, 2023, is set forth in the following table ($000): Year Ending June 30, 2024 $ 74,836 2025 73,818 2026 89,416 2027 94,729 2028 641,916 Thereafter 3,424,072 Total $ 4,398,787 Senior Credit Facilities On July 1, 2022, Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The New Term A Facility and the New Revolving Credit Facility bear interest at adjusted SOFR plus 1.75% as of June 30, 2023. As amended, the Term B Facility will bear interest at an adjusted SOFR rate (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs, of $256 million in the year ended June 30, 2023, which is included in interest expense in the Consolidated Statements of Earnings (Loss). On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries, provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially of their assets to secure such obligations. Proceeds of the loans borrowed under the Term Facilities on July 1, 2022, together with other financing sources (including the net proceeds from Coherent’s offer and sale of its 5.000% Senior Notes due 2029 (the “Senior Notes”) and cash on hand) were used to fund the cash portion of the Merger consideration, the repayment of certain indebtedness (including the repayment in full of all amounts outstanding under the Prior Credit Agreement as defined below), and certain fees and expenses in connection with the Merger and otherwise for general corporate purposes. We capitalized approximately $90 million of debt issuance costs during the year ended June 30, 2023. These capitalized costs are presented as a reduction to debt within the long-term debt caption in the Consolidated Balance Sheets. Amortization of debt issuance costs related to the Term Facilities for the year ended June 30, 2023 totaled $20 million and is included in interest expense in the Consolidated Statements of Earnings (Loss). As of June 30, 2023, the Company was in compliance with all covenants under the Term Facilities. Prior Senior Credit Facilities Through June 30, 2022, the Company had senior credit facilities (the “Prior Senior Credit Facilities”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. The credit agreement governing the Prior Senior Credit Facilities (the “Prior Credit Agreement”) provided for senior secured financing of $2.4 billion in the aggregate, consisting of: (i) Aggregate principal amount of $1,255 million for a five-year senior secured first-lien term A loan facility (the “Prior Term A Facility”), (ii) Aggregate principal amount of $720 million for a seven-year senior secured term B loan facility (the “Prior Term B Facility” and together with the Prior Term A Facility, the “Prior Term Loan Facilities”), which was repaid in full during the quarter ended September 30, 2020, and (iii) Aggregate principal amount of $450 million for a five-year senior secured first-lien revolving credit facility (the “Prior Revolving Credit Facility” and together with the Prior Term Loan Facilities, the “Prior Senior Credit Facilities”). The Prior Credit Agreement also provided for a letter of credit sub-facility not to exceed $25 million and a swing loan sub-facility initially not to exceed $20 million. On July 1, 2022, the Company terminated the Prior Credit Agreement and repaid all amounts outstanding thereunder, of which $62 million was recorded as current portion of long-term debt, and $933 million was recorded as long-term debt at June 30, 2022. Debt extinguishment costs related to the termination of the Prior Credit Agreement of $17 million were expensed in other expense (income), net in the Consolidated Statement of Earnings (Loss) during the year ended June 30, 2023. Bridge Loan Commitment Subject to the terms of an amended and restated commitment letter entered into in connection with Coherent entering into the Merger Agreement, the commitment parties thereto committed to provide, in addition to the Term Facilities and the Revolving Credit Facilities, a senior unsecured bridge loan facility in an aggregate principal amount of $990 million (the “Bridge Loan Commitment”). As a result of the issuance of the Senior Notes, the Bridge Loan Commitment was terminated. During the year ended June 30, 2023, we incurred expenses of $18 million related to the Bridge Loan Commitment, which is included in other expense (income) in the Consolidated Statements of Earnings (Loss). During the year ended June 30, 2022, we incurred expenses of $3 million related to the Bridge Loan Commitment, which is included in interest expense in the Consolidated Statements of Earnings (Loss). Debt Assumed through Acquisition We assumed the remaining balances of three term loans with the closing of the Merger. The aggregate principal amount outstanding is $24 million as of June 30, 2023. The terms loans assumed consisted of the following: (i) 1.3% Term Loan due 2024, (ii) 1.0% State of Connecticut Term Loan due 2023 (and repaid prior to June 30, 2023), and (iii) Facility construction loan in Germany due 2030. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years, and borrowings bear interest at 1.55% per annum. Payments are made quarterly. 5.000% Senior Notes due 2029 On December 10, 2021, the Company issued $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes will be payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029 . On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company may redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In relation to the Senior Notes, we incurred interest expense of $50 million year ended June 30, 2023, which is included in interest expense in the Consolidated Statements of Earnings (Loss). The Indenture contains customary covenants and events of default, including default relating to among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of June 30, 2023, the Company was in compliance with all covenants under the Indenture. 0.25% Convertible Senior Notes In August 2017, the Company issued and sold $345 million aggregate principal amount of its 0.25% Convertible Senior Notes due 2022 (the “Convertible Notes”) in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended. Beginning on June 1, 2022 until the close of business on the business day immediately preceding September 1, 2022 (the “Maturity Date”), holders were able to convert their Convertible Notes at any time. For the fiscal quarter ended September 30, 2022, the holders of the Convertible Notes converted $332 million of principal, which was recorded as current portion of long-term debt at June 30, 2022, and received approximately 7 million shares of Coherent Common Stock in settlement of the conversions. On the Maturity Date, $4 million aggregate principal amount of Convertible Notes remained outstanding, and was repaid in cash, and the Convertible Notes are no longer outstanding. At the Maturity Date, the accrued interest on the Coherent Convertible Notes was immaterial. The total interest expense related to the Convertible Notes was immaterial for the year ended June 30, 2023. Aggregate Availability The Company had aggregate availability of $348 million under its Revolving Credit Facility as of June 30, 2023. Weighted Average Interest Rate |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of earnings (loss) before income taxes by jurisdiction were as follows: Year Ended June 30, 2023 2022 2021 ($000) U.S. income (loss) $ (450,370) $ (62,721) $ 21,692 Non-U.S. income 94,812 344,528 330,898 Earnings (loss) before income taxes $ (355,558) $ 281,807 $ 352,590 The components of the income tax expense (benefit) were as follows: Year Ended June 30, 2023 2022 2021 ($000) Current: Federal $ 5 $ 1,569 $ 415 State 3,867 768 1,632 Foreign 106,850 52,865 53,362 Total Current $ 110,722 $ 55,202 $ 55,409 Deferred: Federal $ (106,044) $ (7,185) $ 13,744 State (7,151) (1,215) (431) Foreign (93,627) 246 (13,684) Total Deferred $ (206,822) $ (8,154) $ (371) Total Income Tax Expense (Benefit) $ (96,100) $ 47,048 $ 55,038 Principal items comprising deferred tax assets and liabilities were as follows: June 30, 2023 2022 ($000) Deferred income tax assets Inventory capitalization $ 60,232 $ 20,562 Non-deductible accruals 18,423 8,403 Accrued employee benefits 40,292 11,320 Net-operating loss and credit carryforwards 234,546 149,949 Share-based compensation expense 16,729 10,125 Other 9,256 3,565 Research and development capitalization 85,473 — Deferred revenue 11,415 12,416 Right of use asset 42,688 29,817 Valuation allowances (97,180) (55,420) Total deferred income tax assets $ 421,874 $ 190,737 Deferred income tax liabilities Tax over book accumulated depreciation $ (56,742) $ (28,701) Intangible assets (988,580) (134,972) Interest rate swap (8,522) (6,105) Interest rate cap (10,734) (4,102) Tax on unremitted earnings (51,672) (26,383) Lease liability (41,426) (28,983) Other (6,757) (7,036) Total deferred income tax liabilities $ (1,164,433) $ (236,282) Net deferred income taxes $ (742,559) $ (45,545) 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, 2023 % 2022 % 2021 % ($000) Taxes at statutory rate $ (74,667) 21 $ 59,179 21 $ 74,044 21 Increase (decrease) in taxes resulting from: State income taxes-net of federal benefit (2,548) 1 (339) — 1,246 — Taxes on non U.S. earnings 191 — (2,704) (1) (26,557) (7) Valuation allowance 3,835 (1) (1,513) (1) (3,720) (1) Research and manufacturing incentive deductions and credits (29,416) 8 (24,341) (9) (22,968) (6) Stock compensation 18,661 (5) 2,095 1 (2,500) (1) GILTI and FDII (7,195) 2 4,866 2 27,369 8 Other (4,961) 1 9,805 4 8,124 2 $ (96,100) 27 $ 47,048 17 $ 55,038 16 The Company is partially permanently reinvested and 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 $52 million. Additionally, the Company made a final accounting policy election to treat taxes due from future inclusions in U.S. taxable income related to global intangible low tax income (“GILTI”) as a current period expense when incurred. During the fiscal years ended June 30, 2023, 2022, and 2021, cash paid by the Company for income taxes was $90 million, $50 million, and $60 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 (2.27)%, 1.60% and 3.22% for the fiscal years ended June 30, 2023, 2022 and 2021, respectively, and the impact of the tax holidays on diluted earnings per share is $0.05, $0.04, and $0.10 for the fiscal years ended June 30, 2023, 2022, and 2021, respectively. The tax holiday related to Coherent Malaysia Sdn. Bhd will end during the fiscal year ended June 30, 2026 for certain business lines and new business lines will end during the fiscal year ended June 30, 2028, the tax holiday related to certain II-VI Laser Enterprise Philippines, Inc.’s business lines will end during the fiscal year ended June 30, 2026, the tax holiday related to certain II-VI Vietnam Co., Ltd business lines will end during the fiscal year ended June 30, 2024, and the tax holiday related to certain Coherent Singapore PTE Ltd business lines will end during the fiscal year ended June 30, 2027. The Company has the following gross operating loss carryforwards and tax credit carryforwards as of June 30, 2023: Type Amount Expiration Date ($000) Tax credit carryforwards: Federal research and development credits $ 124,892 June 2027-June 2043 Foreign tax credits 26,850 June 2030-June 2032 State tax credits 19,203 June 2024-June 2038 State tax credits (indefinite) 76,968 Indefinite Operating loss carryforwards: Loss carryforwards - federal $ 40,411 June 2024-June 2036 Loss carryforwards - federal (indefinite) 2,182 Indefinite Loss carryforwards - state 266,937 June 2024-June 2043 Loss carryforwards - state (indefinite) 32,863 Indefinite Loss carryforwards - foreign 62,719 June 2024-June 2033 Loss carryforwards - foreign (indefinite) 136,326 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, foreign tax credits, 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, 2023, 2022 and 2021 were as follows: 2023 2022 2021 ($000) Beginning balance $ 37,411 $ 38,025 $ 42,803 Increases in current year tax positions 110 1,803 3,940 Acquired business 86,077 — 5,341 Settlements — — (7,514) Expiration of statute of limitations (8,418) (2,417) (6,545) Ending balance $ 115,180 $ 37,411 $ 38,025 The Company classifies all estimated and actual interest and penalties as income tax expense. During fiscal years 2023, 2022 and 2021, there was $0.3 million, $0.4 million and $0.3 million of interest and penalties within income tax expense, respectively. The Company had $6 million, $3 million and $3 million of interest and penalties accrued at June 30, 2023, 2022 and 2021, 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 $92 million, $25 million and $26 million at June 30, 2023, 2022 and 2021, respectively. The majority of the liability can be offset by credit carryforwards and would not impact cash taxes if recognized. The Company expects a decrease of $1 million of unrecognized tax benefits during the next 12 months due to the expiration of statutes of limitation. |
Equity and Redeemable Preferred
Equity and Redeemable Preferred Stock | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity and Redeemable Preferred Stock | Equity and Redeemable Preferred Stock The Company has 5 million shares of preferred stock authorized, of which 2.3 million shares have been designated and issued as Mandatory Convertible Preferred Stock and 215,000 shares have been designated as Series B Convertible Preferred Stock, no par value per share, of which 215,000 and 75,000 shares were issued as of June 30, 2023 and 2022, respectively. Mandatory Convertible Preferred Stock In July 2020, we issued 2.3 million shares of Mandatory Convertible Preferred Stock. Unless previously converted, each outstanding share of Mandatory Convertible Preferred Stock automatically converted on the Mandatory Conversion Date (as defined in the Statement with Respect to Shares establishing the Mandatory Convertible Preferred Stock) into a number of shares of Coherent Common Stock equal to not more than 4.4523 shares of Coherent Common Stock and not less than 3.8760 shares of Coherent Common Stock (the “ Minimum Conversion Rate ”), depending on the applicable market value of the Coherent 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 could, 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 occurred on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock had the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of Coherent Common Stock at the conversion rate determined in accordance with the terms of the Mandatory Convertible Preferred Stock during the period beginning on, and including, the effective date of such change and ending on, and including, the date that was 20 calendar days after the effective date of such fundamental change (or, if later, the date that was 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 1, 2023). Holders who converted their shares of the Mandatory Convertible Preferred Stock during that period would also receive a dividend make-whole amount and, to the extent there was any, the accumulated dividend amount, in each case as calculated in accordance with the terms of the Mandatory Convertible Preferred Stock. All outstanding shares of Mandatory Convertible Preferred Stock were converted to 10,240,290 shares of Company Common Stock on July 3, 2023, at a conversion ratio of 4.4523, and no shares of Mandatory Convertible Preferred Stock are currently issued and outstanding. Upon issuance of the Mandatory Convertible Preferred Stock, we used a Monte Carlo simulation model to estimate the future market value of the Coherent 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 Coherent 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 Coherent 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 Coherent Common Stock and has no current intention to pay cash dividends on Coherent Common Stock in the future. We recognized $28 million and $28 million of preferred stock dividends during fiscal years 2023 and 2022, respectively, associated with the Mandatory Convertible Preferred Stock, which were presented as a reduction to retained earnings on the Consolidated Balance Sheet as of June 30, 2023. The following table presents dividends per share and dividends recognized for the years ended June 30, 2023, and June 30, 2022: Year Ended June 30, 2023 Year Ended June 30, 2022 Dividends per share $ 12 $ 12 Series A Mandatory Convertible Preferred Stock dividends ($000) 27,600 27,600 Series B-1 Convertible Preferred Stock In connection with entering into the Merger Agreement, Coherent 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, Coherent 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 (“Series B-1 Preferred Stock”), for $10,000 per share (the “Equity Per Share Price”), resulting in an aggregate purchase price of $750 million. Following our 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 of the Coherent acquisition, increasing the Investor’s total equity commitment to Coherent pursuant to the Investment Agreement to $2.15 billion. On July 1, 2022, the Company issued and sold 140,000 shares of Coherent Series B-2 Convertible Preferred Stock, for $10,000 per share and an aggregate purchase price of $1.4 billion. The shares of Series B-1 Preferred Stock accrue dividends at 5.00% per annum, subject to increase if Coherent defaults on payment obligations with respect to the Series B-1 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 Series B-1 Preferred Stock are convertible into shares of Coherent Common Stock as follows: • at the election of the holder, at a conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”), upon the delivery by Coherent to the holders of the Series B-1 Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and • at the election of the Company, any time following March 31, 2024, at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days. The issued shares of Series B-1 Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-2 Preferred Stock (as defined below), on an as-converted basis, subject to limited exceptions. On or at any time after March 31, 2031: • each holder has the right to require the Company to redeem all of their Series B-1 Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”), and • the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B-1 Preferred Stock outstanding, for cash, at the Redemption Price. In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B-1 Preferred Stock then outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026. If the Company defaults on a payment obligation with respect to the Series B-1 Preferred Stock, and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum. The Series B-1 Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity. The Series B-1 Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings (Loss) available to Common Shareholders. We recognized $117 million and $41 million of preferred stock dividends during the fiscal years ended June 30, 2023, and June 30, 2022, respectively, which were presented as a reduction to retained earnings on the Consolidated Balance Sheet as of June 30, 2023. The following table presents dividends per share and dividends recognized for the years ended June 30, 2023, and June 30, 2022: Year Ended June 30, 2023 Year Ended June 30, 2022 Dividends per share $ 542 $ 542 Dividends ($000) 111,785 38,598 Deemed dividends ($000) 4,827 2,027 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jun. 30, 2023 | |
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. Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. The dilutive effect of equity awards is calculated based on the average stock price for each fiscal period, using the treasury stock method. The shares of Coherent Common Stock issuable upon conversion of outstanding convertible debt, the Mandatory Convertible Preferred Stock and the Series B Convertible Preferred Stock are calculated under the If-Converted method. For the year ended June 30, 2023, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares as well as the shares of Coherent Common Stock issuable upon conversion of outstanding convertible debt, the Mandatory Convertible Preferred Stock and the Series B Convertible Preferred Stock as their effects were anti-dilutive. For the fiscal years ended June 30, 2022 and June 30, 2021, diluted shares outstanding include the dilutive effect of the potential shares of our common stock issuable from stock options, performance and restricted shares and the dilutive effect of the potential shares of our common stock issuable upon conversion of outstanding convertible debt. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the periods presented ($000): Year Ended June 30, 2023 2022 2021 ($000 except per share) Numerator Net earnings (loss) $ (259,458) $ 234,759 $ 297,552 Deduct Series A preferred stock dividends (27,600) (27,600) (27,140) Deduct Series B dividends and deemed dividends (116,612) (40,625) (10,091) Basic earnings (loss) available to common shareholders $ (403,670) $ 166,534 $ 260,321 Effect of dilutive securities: Add back interest on Convertible Notes (net of tax) $ — $ 2,229 $ 12,264 Diluted earnings (loss) available to common shareholders $ (403,670) $ 168,763 $ 272,585 Denominator Weighted average shares 137,578 106,189 104,151 Effect of dilutive securities Common stock equivalents — 3,012 3,552 Convertible Notes — 7,312 7,331 Diluted weighted average common shares 137,578 116,513 115,034 Basic earnings (loss) per common share $ (2.93) $ 1.57 $ 2.50 Diluted earnings (loss) per common share $ (2.93) $ 1.45 $ 2.37 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, 2023 2022 2021 Series A Mandatory Convertible Preferred Stock 10,423 8,915 8,915 Series B Convertible Preferred Stock 26,349 9,162 2,230 Common stock equivalents 2,271 9,611 118 Total anti-dilutive shares 39,043 27,688 11,263 |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Operating leases | Leases The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Classification and initial measurement of the right-of-use asset and lease liability are determined at the lease commencement date. The Company elected the short-term lease measurement and recognition exemption; therefore, leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases assets are recorded in property, plant and equipment, net, and finance lease liabilities within other accrued liabilities and other liabilities on our Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating leases are recorded in other assets and operating lease liabilities, current and non-current on our Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term. Our 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. Our 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. Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000): Year Ended June 30, 2023 2022 2021 Finance Lease Cost Amortization of right-of-use assets $ 1,667 $ 1,671 $ 1,667 Interest on lease liabilities 1,124 1,200 1,328 Total finance lease cost 2,791 2,871 2,995 Operating lease cost 53,127 36,716 37,361 Sublease income — 507 1,471 Total lease cost $ 55,918 $ 39,080 $ 38,885 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases 1,124 1,200 1,268 Operating cash flows from operating leases 50,503 35,481 35,641 Financing cash flows from finance leases 1,430 1,290 1,152 Assets Obtained in Exchange for Lease Liabilities Right-of-use assets obtained in acquisitions 56,315 — 13,391 Right-of-use assets obtained in exchange for new operating lease liabilities 27,720 18,161 52,839 Total assets obtained in exchange for new operating lease liabilities 84,035 18,161 66,230 Weighted-Average Remaining Lease Term (in Years) Finance leases 8.5 9.5 10.5 Operating leases 6.9 6.6 7.0 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % 5.6 % Operating leases 5.5 % 5.7 % 6.1 % The following table presents future minimum lease payments, which includes leases for arrangements with an initial term of more than 12 months ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 46,619 $ 2,624 $ 49,244 Year 2 40,401 2,697 43,098 Year 3 32,359 2,771 35,129 Year 4 25,848 2,847 28,695 Year 5 18,705 2,925 21,630 Thereafter 55,493 10,763 66,256 Total minimum lease payments $ 219,425 $ 24,627 $ 244,052 Less: amounts representing interest 40,406 5,160 45,565 Present value of total lease liabilities $ 179,019 $ 19,467 $ 198,486 |
Financing leases | Leases The determination of whether an arrangement is, or contains, a lease is performed at the inception of the arrangement. Classification and initial measurement of the right-of-use asset and lease liability are determined at the lease commencement date. The Company elected the short-term lease measurement and recognition exemption; therefore, leases with an initial term of 12 months or less are not recorded on the balance sheet. Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases assets are recorded in property, plant and equipment, net, and finance lease liabilities within other accrued liabilities and other liabilities on our Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term. Operating leases are recorded in other assets and operating lease liabilities, current and non-current on our Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term. Our 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. Our 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. Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000): Year Ended June 30, 2023 2022 2021 Finance Lease Cost Amortization of right-of-use assets $ 1,667 $ 1,671 $ 1,667 Interest on lease liabilities 1,124 1,200 1,328 Total finance lease cost 2,791 2,871 2,995 Operating lease cost 53,127 36,716 37,361 Sublease income — 507 1,471 Total lease cost $ 55,918 $ 39,080 $ 38,885 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases 1,124 1,200 1,268 Operating cash flows from operating leases 50,503 35,481 35,641 Financing cash flows from finance leases 1,430 1,290 1,152 Assets Obtained in Exchange for Lease Liabilities Right-of-use assets obtained in acquisitions 56,315 — 13,391 Right-of-use assets obtained in exchange for new operating lease liabilities 27,720 18,161 52,839 Total assets obtained in exchange for new operating lease liabilities 84,035 18,161 66,230 Weighted-Average Remaining Lease Term (in Years) Finance leases 8.5 9.5 10.5 Operating leases 6.9 6.6 7.0 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % 5.6 % Operating leases 5.5 % 5.7 % 6.1 % The following table presents future minimum lease payments, which includes leases for arrangements with an initial term of more than 12 months ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 46,619 $ 2,624 $ 49,244 Year 2 40,401 2,697 43,098 Year 3 32,359 2,771 35,129 Year 4 25,848 2,847 28,695 Year 5 18,705 2,925 21,630 Thereafter 55,493 10,763 66,256 Total minimum lease payments $ 219,425 $ 24,627 $ 244,052 Less: amounts representing interest 40,406 5,160 45,565 Present value of total lease liabilities $ 179,019 $ 19,467 $ 198,486 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company’s Board of Directors amended the Coherent Corp. 2018 Omnibus Incentive Plan, which originally was approved by the Company’s shareholders at the Annual Meeting in November 2018 (as amended and restated, the “Plan”). The Plan was approved at the annual meeting in November 2020. The Plan provides for the grant of non-qualified stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance share units to employees, officers and directors of the Company. The maximum number of shares of Coherent Common Stock authorized for issuance under the Plan is limited to 9,550,000 shares of Coherent Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Plan has vesting provisions predicated upon the death, retirement or disability of the grantee. On the Closing Date, the Company assumed 403,675 Legacy Coherent restricted stock units (“Converted RSUs”). The Converted RSUs are generally subject to the same terms and conditions that applied to the RSUs immediately prior to the Closing Date. Other than the assumed Converted RSUs, Coherent did not assume any other awards outstanding under Legacy Coherent equity incentive plans. On the Closing Date, Coherent assumed the unused capacity under Legacy Coherent equity incentive plan, which totaled 10,959,354 shares of issuable Coherent Common Stock. As of June 30, 2023, there were approximately 10 million shares available to be issued under the Plan, including forfeited shares from predecessor plans. We record share-based compensation expense for these awards, which requires the recognition of the grant-date fair value of share-based compensation in net earnings. We recognize the share-based compensation expense over the requisite service period of the individual grantees, which generally equals the vesting period. We account for cash-based stock appreciation rights, cash-based restricted share units and cash-based performance share units as liability awards. Share-based compensation expense for the fiscal years ended June 30, 2023, 2022 and 2021 is as follows $000: Year Ended June 30, 2023 2022 2021 Stock Options and Cash-Based Stock Appreciation Rights $ 2,602 $ 3,218 $ 10,626 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 124,212 56,365 47,060 Performance Share Awards and Cash-Based Performance Share Unit Awards 14,998 10,077 16,640 Employee Stock Purchase Plan 7,819 3,443 4,670 $ 149,631 $ 73,103 $ 78,996 Stock Options and Cash-Based Stock Appreciation Rights We utilize the Black-Scholes valuation model for estimating the fair value of stock options and cash-based stock appreciation rights. During the fiscal years ended June 30, 2023, June 30, 2022 and June 30, 2021, no stock options were issued. 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 we have never paid cash dividends and have 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, 2023 was as follows: Stock Options Cash-Based Stock Appreciation Rights Number of Weighted Average Number of Weighted Average Outstanding - June 30, 2022 2,432,890 $ 29.41 127,562 $ 33.39 Exercised (217,791) $ 21.22 (24,134) $ 26.05 Forfeited and Expired (28,155) $ 34.12 (538) $ 30.04 Outstanding - June 30, 2023 2,186,944 $ 30.15 102,890 $ 35.12 Exercisable - June 30, 2023 2,014,904 $ 29.75 89,102 $ 35.12 As of June 30, 2023, 2022 and 2021, the aggregate intrinsic value of stock options and cash-based stock appreciation rights outstanding and exercisable was $44 million, $48 million and $88 million, respectively. Aggregate intrinsic value represents the total pretax intrinsic value (the difference between our 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, 2023. 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, 2023, 2022, and 2021 was $5 million, $8 million, and $49 million, respectively. As of June 30, 2023, total unrecognized compensation cost related to non-vested stock options and cash-based stock appreciation rights was $1 million. This cost is expected to be recognized over a weighted-average period of less than 1 year. Outstanding and exercisable stock options at June 30, 2023 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 - $18.07 505,115 1.68 $ 16.12 505,115 1.68 $ 16.12 $18.07 - $24.35 425,490 2.87 $ 21.33 425,490 2.87 $ 21.33 $24.35 - $35.39 470,797 4.72 $ 33.28 424,844 4.53 $ 33.67 $35.39 - $36.90 518,636 6.19 $ 36.46 380,503 6.18 $ 36.46 $36.90 - $49.90 369,796 5.07 $ 48.02 368,054 5.07 $ 48.03 2,289,834 4.10 $ 30.38 2,104,006 3.90 $ 29.98 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-year tranche vesting provision. There were no restricted share awards issued in the fiscal year ending June 30, 2023, and all previous restricted share awards have been amortized in full. Restricted share unit and cash-based restricted share unit activity during the fiscal year ended June 30, 2023, was as follows: Restricted Share Units Cash-Based Restricted Share Units Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2022 1,898,178 $ 54.24 20,478 $ 40.05 Granted 4,667,367 $ 50.82 3,415 $ 51.89 Vested (2,881,311) $ 49.93 (17,449) $ 37.68 Forfeited (162,280) $ 52.11 (469) $ 48.09 Nonvested - June 30, 2023 3,521,954 $ 53.33 5,975 $ 53.12 As of June 30, 2023, total unrecognized compensation cost related to non-vested, restricted share units and cash-based restricted share units was $88 million. This cost is expected to be recognized over a weighted-average period of approximately two years. The 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, 2023, 2022 and 2021, was $102 million, $54 million and $59 million, respectively. The total fair value of restricted share awards, restricted share units and cash-based restricted share units vested was $131 million, $67 million and $69 million during fiscal years 2023, 2022 and 2021, 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, 2023, we 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, 2023, was as follows: Performance Share Units Cash-Based Performance Share Units Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2022 591,585 $ 40.48 18,124 $ 33.88 Granted 525,914 $ 50.58 — $ — Vested (435,541) $ 51.45 (36,248) $ 32.04 Forfeited (16,496) $ 53.97 — $ — Performance Adjustments 217,175 $ — 18,124 $ 32.04 Nonvested - June 30, 2023 882,637 $ 36.11 — $ — As of June 30, 2023, total unrecognized compensation cost related to non-vested performance share units and cash-based performance share units was $15 million. This cost is expected to be recognized over a weighted-average period of approximately 1.73 years. The total fair value of the performance share units and cash-based performance share units granted during the fiscal years ended June 30, 2023, 2022 and 2021 was $27 million, $14 million and $14 million, respectively. The total fair value of performance share units and cash-based performance share units vested during the fiscal years ended June 30, 2023, 2022 and 2021 was $24 million, $11 million and $9 million, respectively. The performance adjustments relate to grants that exceeded the performance targets when vested during fiscal 2022, including the final number of shares issued, which were 200% of the target units based on actual results during the three-year performance period. |
Segment and Geographic Reportin
Segment and Geographic Reporting | 12 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Reporting | Segment and Geographic Reporting Our Chief Executive Officer has been identified as the chief operating decision maker (“CODM”) as he utilizes financial information to make decisions about allocating resources and assessing performance for the entire Company, which is used in the decision-making process to assess performance. We determine our reportable business segments based on the way the CODM organizes business segments within the Company for making operating decisions and assessing performance. Effective July 1, 2022, we report our financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Previously, financial results had been reported in the following two segments: (i) Photonic Solutions and (ii) Compound Semiconductors. The Networking segment represents the former Photonic Solutions segment and the Materials segment represents the former Compound Semiconductors segment. The Networking 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 Coherent’s four end markets, namely: communications, industrial, electronics, and instrumentation, with a concentration in the communications market. 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 & 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 Materials segment has locations in the United States, China, Vietnam, Germany, Japan, the United Kingdom, Italy, Malaysia, and Australia. 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. The Lasers segment has locations in the United States, Germany, Scotland, Finland, Sweden, Switzerland, Spain, South Korea, Singapore, and Malaysia. The Lasers segment’s lasers and optics products serve industrial customers in semiconductor and display capital equipment, precision manufacturing, and aerospace & defense, as well as instrumentation customers in life sciences and scientific devices. To the extent possible, our corporate expenses are allocated to the segments. The Company’s CODM evaluates the performance of its segments 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 Coherent acquisition, before its close, in the fiscal year ended June 30, 2022 and June 30, 2021. The following tables summarize selected financial information of our operations by segment: Networking Materials Lasers Unallocated Total ($000) 2023 Revenues $ 2,340,930 $ 1,349,758 $ 1,469,412 $ — $ 5,160,100 Inter-segment revenues 70,120 362,179 1,517 (433,817) — Operating income (loss) 222,365 159,581 (419,066) — (37,120) Interest expense — — — — (286,872) Other income, net — — — — (31,566) Income taxes — — — — 96,100 Net loss — — — — (259,458) Depreciation and amortization 172,339 143,243 366,105 — 681,687 Expenditures for property, plant & equipment 98,192 274,434 63,434 — 436,060 Segment assets 3,316,555 2,561,156 7,833,422 — 13,711,133 Goodwill 1,036,204 247,695 3,228,801 — 4,512,700 Networking Materials Lasers Unallocated Total ($000) 2022 Revenues $ 2,197,249 $ 1,119,367 $ — $ — $ 3,316,616 Inter-segment revenues 93,660 272,580 — (366,240) — Operating income (loss) 231,563 218,601 — (35,870) 414,294 Interest expense — — — — (121,254) Other income, net — — — — (11,233) Income taxes — — — — (47,048) Net earnings — — — — 234,759 Depreciation and amortization 172,092 114,687 — — 286,779 Expenditures for property, plant & equipment 89,616 224,716 — — 314,332 Segment assets 4,897,252 2,947,594 — — 7,844,846 Goodwill 1,013,277 272,482 — — 1,285,759 Networking Materials Lasers Unallocated Total ($000) 2021 Revenues $ 2,004,310 $ 1,101,581 $ — $ — $ 3,105,891 Inter-segment revenues 76,284 203,481 — (279,765) — Operating income 201,453 227,438 — (26,772) 402,119 Interest expense — — — — (59,899) Other income, net — — — — 10,370 Income taxes — — — — (55,038) Net earnings — — — — 297,552 Depreciation and amortization 160,458 109,611 — — 270,069 Expenditures for property, plant & equipment 85,482 60,855 — — 146,337 Segment Assets 4,240,869 2,271,781 — — 6,512,650 Goodwill 1,017,562 279,165 — — 1,296,727 Geographic information for revenues by location of the customer’s headquarters, were as follows: Revenues Year Ended June 30, 2023 2022 2021 ($000) North America $ 2,745,891 $ 1,771,385 $ 1,560,254 Europe 979,911 623,157 567,703 China 577,180 614,393 680,479 Japan 392,479 196,512 203,655 Rest of World 464,639 111,169 93,800 Total $ 5,160,100 $ 3,316,616 $ 3,105,891 Major Customers We had one major customer who accounted for 10% of consolidated revenue during fiscal 2023. The customer purchased primarily from our Networking segment. Geographic information for long-lived assets by country, which include property, plant and equipment, net of related depreciation, and certain other long-term assets, were as follows: Long-Lived Assets June 30, 2023 2022 ($000) United States $ 1,069,012 $ 902,163 Non-United States China 365,331 394,056 Germany 216,336 14,521 United Kingdom 77,474 63,898 Malaysia 70,424 64,807 Switzerland 47,110 40,540 Sweden 38,981 28,030 Korea 20,869 4,325 Vietnam 17,739 16,844 Australia 8,641 10,478 Taiwan 7,883 7,025 Philippines 7,205 7,375 Other 24,853 3,996 Total Non-United States $ 902,846 $ 655,894 $ 1,971,858 $ 1,558,057 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. We estimate fair value of our 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. We entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to our variable interest rate debt by effectively converting it to a fixed interest rate. We receive payments based on the one-month LIBOR and make payments based on a fixed rate of 1.52%. We receive 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 decreased to $825 million in June 2022, and will remain at that amount through the expiration date. On March 20, 2023, we amended our $825 million interest rate swap (“Amended Swap”), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with the amended credit agreement. See Note 8. Debt for further information. Under the Amended Swap, we receive payments based on the one-month SOFR and make payments based on a fixed rate of 1.42%. We receive payments with a floor of 0.10%. We 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 $37 million is recognized in the Consolidated Balance Sheets within prepaid and other current assets and other assets as of June 30, 2023. Changes in fair value are recorded within accumulated other comprehensive income (loss) on the Consolidated Balance Sheets 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. On February 23, 2022, we entered into an interest rate cap (“the Cap”) with an effective date of July 1, 2023. On March 20, 2023, we amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with the amended credit agreement. See Note 8. Debt for further information. The Cap manages our exposure to interest rate movements on a portion of our floating rate debt. The Cap provides us with the right to receive payment if one-month SOFR exceeds 1.92%. Beginning in July 2023, we will begin to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. The fair value of the interest rate cap of $ 46 million The Cap is designed to mirror the terms of the Company’s Credit Agreement as amended on March 31, 2023. We designated the Cap as a cash flow hedge of the variability of the SOFR based interest payments on the Term Loan facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) will be reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The Cap is classified as a Level 2 item within the fair value hierarchy. We estimated the fair value of the Senior Notes based on quoted market prices as of the last trading day prior to June 30, 2023; however, the Senior Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Senior Notes could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. The carrying value of the Senior Notes is net of unamortized discount and issuance costs. See Note 8. Debt for further information on the Company’s debt facilities. The fair value and carrying value of the Senior Notes were as follows at June 30, 2023 ($000): Fair Value Carrying Value Senior Notes $ 895,950 $ 983,137 The fair values of cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those instruments. The Company’s borrowings, including its lease obligations and the Senior Notes, are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value. We, from time to time, purchase foreign currency forward exchange contracts, that permit us to sell specified amounts of these foreign currencies expected to be received from our 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. At June 30, 2023, we had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the year ended June 30, 2023 were not material. For the year ended June 30, 2022 , the realized gains related to foreign currency forward contracts were immaterial and were included in other expense (income), net in the Consolidated Statements of Earnings (Loss). For the year ended June 30, 2021, the realized losses related to foreign currency forward contracts were not material. Our non-financial assets, such as goodwill, intangible assets, and property, plant and equipment, are assessed for impairment when an event or circumstance indicates that a decline in value may have occurred. See Note 1. Nature of Business and Summary of Significant Accounting Policies for further information. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Eligible employees of the Company participate in an employee retirement plan. Under the Coherent Corp 401(k) Profit Sharing Plan (“Plan”), we match employee contributions to the plan equal to an amount of 50% of employee contributions up to a maximum of 8% of the employee’s individual earnings subject to IRS limitations. Employees become eligible for participation and Company matching contributions on their first day of employment. The Company’s matching contributions (net of forfeitures) during fiscal 2023, 2022, and 2021 were $11 million, $10 million, and $9 million, respectively. In addition, the Plan has a profit sharing retirement plan contribution for eligible U.S. employees of the Company. These contributions are made at the discretion of the Company’s Board of Directors and were $2 million, $2 million, and $2 million for the years ended June 30, 2023, 2022 and 2021, respectively. Under the Legacy Coherent, Inc. Employee Retirement and Investment Plan, we match employee contributions to the plan up to a maximum of 4% of the employee’s individual earnings subject to IRS limitations. Employees become eligible for participation and Company matching contributions on their first day of employment. The Company’s matching contributions (net of forfeitures) during fiscal 2023 were $7 million. 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, 2023 and 2022 were $4 million and $2 million, respectively. Net periodic pension cost is not material for any year presented. The underfunded pension liability was $11 million and $4 million as of June 30, 2023 and 2022, respectively. The pension adjustment amount recognized in accumulated other comprehensive income (loss) was a $7 million decrease and a $16 million increase for the fiscal years ended June 30, 2023 and 2022, respectively. The accumulated benefit obligation was $97 million as of June 30, 2023, compared to $81 million as of June 30, 2022. Legacy Coherent Defined Benefit Plans As a result of the Coherent, Inc. acquisition on July 1, 2022, we assumed all assets and liabilities of defined benefit plans in the U.S., Germany, South Korea, Japan, Spain, and Italy (“acquired plans”). As is the customary practice with European and Asian companies, the plans are unfunded, with the exception of the Spanish plan which is partially funded. The U.S. qualified plan is also partially funded. Any new employees hired after January 1, 2007, are not eligible for the U.S. qualified and nonqualified plans. Effective August 31, 2018, both of the U.S. plans were amended to freeze all future compensation benefit accruals. Any new employees hired after 2000 are not eligible for the primary German pension plans. For two of the German plans and the U.S. qualified plan, unrealized gains and losses are recognized as a component of other comprehensive income (loss) within stockholders’ equity. For the other plans, we have elected to recognize all actuarial gains and losses on these plans immediately, as incurred. Liabilities and expense for pension benefits are determined using actuarial methodologies and incorporate significant assumptions, including the interest rate used to discount the future estimated cash flows, the expected long-term rate of return on plan assets, and several assumptions relating to the employee workforce (salary increases, retirement age, and mortality). All of these assumptions were based upon management’s judgment, considering all known trends and uncertainties. Actual results that differ from these assumptions would impact future expense recognition and the cash funding requirements of our defined benefit plans. For the acquired plans, employer contributions in the year ended June 30, 2023 were $1 million and net periodic pension cost was not material. The underfunded pension liability was $32 million as of June 30, 2023. The pension adjustment amount recognized in accumulated other comprehensive income (loss) was a $1 million increase for the fiscal year ended June 30, 2023. The accumulated benefit obligation was $42 million as of June 30, 2023. Estimated future benefit payments under all plans are estimated to be as follows: Year Ending June 30, ($000) 2024 $ 7,700 2025 9,300 2026 8,000 2027 7,800 2028 8,900 Next five years 50,700 |
Other Accrued Liabilities
Other Accrued Liabilities | 12 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Liabilities | Other Accrued Liabilities The components of other accrued liabilities were as follows: June 30, 2023 2022 ($000) Contract liabilities $ 104,477 $ 22,960 Warranty reserves 47,563 17,738 Accrued interest 2,923 38,872 Other accrued liabilities 155,318 120,260 $ 310,281 $ 199,830 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies We have 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 our materials and processes, certain contracts may contain liquidated damage provisions for early termination. We do 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. Total future purchase commitments held by Coherent as of June 30, 2023 were $569 million in fiscal 2023 and $188 million thereafter. |
Share Repurchase Programs
Share Repurchase Programs | 12 Months Ended |
Jun. 30, 2023 | |
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. We did not repurchase any shares pursuant to this Program during the fiscal years ended June 30, 2023 or June 30, 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the years ended June 30, 2023, 2022, and 2021 were as follows ($000): Foreign Interest Interest Defined Total AOCI - June 30, 2020 $ (31,596) $ (44,085) $ — $ (11,702) $ (87,383) Other comprehensive 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 loss 86,991 12,312 — 2,347 101,650 AOCI - June 30, 2021 $ 55,395 $ (31,773) $ — $ (9,355) $ 14,267 Other comprehensive income (loss) before reclassifications (89,967) 29,711 14,306 15,300 (30,650) Amounts reclassified from AOCI — 13,797 — 419 14,216 Net current-period other comprehensive income (89,967) 43,508 14,306 15,719 (16,434) AOCI - June 30, 2022 $ (34,572) $ 11,735 $ 14,306 $ 6,364 $ (2,167) Other comprehensive income (loss) before reclassifications 87,927 27,050 22,322 (5,326) 131,973 Amounts reclassified from AOCI — (19,301) — (779) (20,080) Net current-period other comprehensive income (loss) 87,927 7,749 22,322 (6,105) 111,893 AOCI - June 30, 2023 $ 53,355 $ 19,484 $ 36,628 $ 259 $ 109,726 |
Restructuring and Synergy and S
Restructuring and Synergy and Site Consolidation Plans | 12 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Synergy and Site Consolidation Plans | Restructuring and Synergy and Site Consolidation Plans Restructuring Plan On May 23, 2023, the Board of Directors approved the Company’s Restructuring Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities. These restructuring actions are expected to be accompanied by other cost reductions and are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model. We evaluate restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations, and ASC 712, Compensation-Nonretirement Post-Employment Benefits (ASC 712). In the fourth quarter of fiscal 2023, these activities resulted in $119 million of charges primarily for employee termination and the write-off of property and equipment, net of $65 million from reimbursement arrangements. We expect the restructuring actions to be substantially completed by the end of fiscal 2025. However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material. The following table presents our current and non-current liability as accrued for restructuring charges on our Consolidated Balance Sheet. The table sets forth an analysis of the components of the restructuring charges and payments and other deductions made against the accrual for fiscal 2023 (in thousands): Year Ended June 30, 2023 Severance Asset Write-Offs Total Accrual Balance-beginning of period $ — $ — $ — Restructuring accruals 76,944 107,157 184,101 Reimbursement arrangements (9,247) (55,753) (65,000) Reimbursement arrangement related accrual 9,247 — 9,247 Payments (12,565) — (12,565) Asset write-offs and other — (51,404) (51,404) Balance-end of period $ 64,379 $ — $ 64,379 At June 30, 2023, $27 million and $37 million of accrued severance related costs were included in other accrued liabilities and other liabilities, respectively, and are expected to result in cash expenditures through fiscal 2028. The current year severance related costs are primarily comprised of severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712. The current year asset write-offs are primarily comprised of specifically identified equipment write-offs due to the consolidation of certain manufacturing sites. At June 30, 2023, a $50 million receivable under a reimbursement arrangement is recorded in prepaid and other current assets. By segment, $56 million, $60 million and $3 million of restructuring costs were incurred in the Networking, Materials and Lasers segments, respectively. Restructuring charges are recorded in Restructuring Charges in our Consolidated Statements of Earnings (Loss). Synergy and Site Consolidation Plan On May 20, 2023, the Company announced that it has accelerated some of the actions planned as part of its multi-year synergy and site consolidation efforts following the acquisition of Legacy Coherent, including site consolidations and relocations to lower cost sites. These relocations and other actions are expected to result in the Company achieving its previously announced $250 million synergy plan, which includes savings from supply chain management, internal supply of enabling materials and components, operational efficiencies in all functions due to scale, global functional model efficiencies and consolidation of corporate costs. We evaluate severance and other site consolidation costs in accordance with ASC 420, Exit or Disposal Cost Obligations, and ASC 712, Compensation-Nonretirement Post-Employment Benefits. In the fourth quarter of fiscal 2023, the acceleration of these activities resulted in $20 million in charges primarily for employee termination, the write-off of inventory for products that are being exited and shut down costs. |
SCHEDULE II
SCHEDULE II | 12 Months Ended |
Jun. 30, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II | SCHEDULE II COHERENT CORP. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED JUNE 30, 2023, 2022, AND 2021 (IN THOUSANDS OF DOLLARS) Balance at Charged Charged Deduction Balance YEAR ENDED JUNE 30, 2023: Allowance for doubtful accounts $ 4,206 $ 1,793 $ 3,112 (1) $ (1,106) (4) $ 8,005 Warranty reserves $ 17,738 $ 40,475 $ 29,196 (1) $ (39,846) $ 47,563 Deferred tax asset valuation allowance $ 55,420 $ 4,035 $ 37,725 (1,3) $ — $ 97,180 YEAR ENDED JUNE 30, 2022: Allowance for doubtful accounts $ 924 $ 3,292 $ — $ (10) (4) $ 4,206 Warranty reserves $ 21,868 $ 7,718 $ — $ (11,848) $ 17,738 Deferred tax asset valuation allowance $ 53,765 $ 2,157 $ (502) (3) $ — $ 55,420 YEAR ENDED JUNE 30, 2021: Allowance for doubtful accounts $ 1,698 $ 301 $ — $ (1,075) (4) $ 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 (1) Related to amounts assumed from the Coherent, Inc. acquisition. (2) Related to amounts assumed from the Finisar Corporation acquisition. (3) Primarily related to currency translation adjustments. (4) Primarily relates to write-offs of accounts receivable. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (259,458) | $ 234,759 | $ 297,552 |
Insider Trading Arrangements
Insider Trading Arrangements - Christopher Koeppen [Member] | 3 Months Ended | 12 Months Ended |
Jun. 30, 2023 shares | Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 15, 2023, Christopher Koeppen, Chief Innovation Officer, adopted a written plan intended to satisfy the affirmative defense of Rule 10b5-1(c) with a duration through December 31, 2024 with respect to the sale of up to 24,872 Company shares. | |
Name | Christopher Koeppen | |
Title | Chief Innovation Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | June 15, 2023 | |
Arrangement Duration | 565 days | |
Aggregate Available | 24,872 | 24,872 |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The Consolidated Financial Statements include the accounts of the Company and all of its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates. The preparation of financial statements in conformity with generally accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates are based on management’s best knowledge of current events and actions Coherent may undertake in the future, actual results may ultimately differ from the 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, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash. We consider highly liquid investment instruments with an original maturity of three months or less to be cash equivalents. As of June 30, 2023, we had restricted cash of $16,256 that is restricted for a specific purpose, with $12 million and $4 million recorded in cash, cash equivalents, and restricted cash and other assets, respectively, on our Consolidated Balance Sheet. |
Allowance for Expected Credit Losses | Allowance for Expected Credit Losses. We recognize expected credit losses resulting from the inability of our customers to make required payments through an allowance account that is measured each reporting date. We estimate credit losses over the life of our trade accounts receivable using a combination of historical loss data, current credit conditions, specific customer circumstances, and reasonable and supportable forecasts of future economic conditions. |
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. We generally record 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. We review our 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 40 years and 3 to 20 years for machinery and equipment. |
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 our right to use an underlying asset for the lease term, and lease liabilities represent our 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. We use 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. We have 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 12. Leases for further information |
Business Combinations | Business Combinations. The Company accounts for business combinations 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 July 1, 2022, we acquired Coherent, Inc. The significant accounting policies of Coherent, Inc. have been aligned to conform to those of the Company, and the consolidated financial statements include the results of Coherent, Inc. as of its acquisition date. See Note 3. Coherent Acquisition for further information. |
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. We test 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 our reporting units to the recorded value (including goodwill). We use a discounted cash flow (“DCF”) model and/or a market analysis to determine the fair value of our 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. We have 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 we conclude that this is the case, it must perform the quantitative assessment. Otherwise, we will forego the quantitative assessment and does not need to perform any further testing. As of April 1 of fiscal years 2023 and 2022, we completed our annual impairment tests of our reporting units using the quantitative assessment. For fiscal year 2023, the fair values of the reporting units were determined using a discounted cash flow analysis with projected financial information based on our most recently completed long-term strategic planning processes and also considers the current financial performance compared to our prior projections of the reporting units, as well as a market analysis. Determination of the fair value requires discretion and the use of estimates by management. As of April 1, 2023, we had significant headroom in the Networking and Materials reporting units. For the Lasers reporting unit, as of April 1, 2023, based on the quantitative assessment, the estimated fair value exceeded the carrying value by approximately 10% and we had determined that the goodwill was at risk for impairment going forward should there be a deterioration of projected cash flows of the reporting unit. Our Lasers reporting unit has goodwill of approximately $3.2 billion at June 30, 2023. In evaluating the Lasers reporting unit, significant weight was provided to the forecasted revenue and related gross margins as we determined that these have the most significant impact on its fair value. The forecasted profitability is expected to increase as volumes increase and the achievement of operating efficiencies and the benefit from the multi-year synergy and site consolidation plans are realized. We used a discount rate of 13.0% which is the required return a market participant would require in its investment in the Reporting Unit based on observed market inputs. If actual results are not consistent with management’s estimates and assumptions, a material goodwill impairment charge could occur, which could have a material adverse effect on our consolidated financial statements. |
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 1 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. As of April 1 of fiscal 2023, the Company completed a quantitative impairment test of the Coherent trade name acquired in the Merger using the relief from royalty method and determined that its fair value is well in excess of its carrying value. As of April 1, 2023, the Company recorded $25 million of impairment charges related to the abandonment of certain purchased technology and customer lists $14 million of impairment charges related to trade names for older acquisitions. See Note 7. Goodwill and Other Intangible Assets for further information. |
Investments in Other Entities | Investments in Other Entities. In the normal course of business, we enter 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. We determine 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. We generally account for investments we make in VIEs in which we have determined that we do not have a controlling financial interest but have significant influence over or hold 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 ASC 321, Investments - Equity Securities. 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 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. See Note 10. Equity and Redeemable Preferred Stock for further information. Series B Convertible Preferred Stock. The 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 (Loss) Available to the Common Shareholder. The Series B-2 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 (Loss) Available to the Common Shareholder. See Note 10. Equity and Redeemable Preferred Stock for further information. |
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. We had no material loss contingency liabilities at June 30, 2023 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 our customer have been satisfied and control has transferred to the customer. We have 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 our performance obligations, ownership of the goods and associated revenue are generally transferred to customers at a point in time, generally upon shipment of a product to the customer or delivery of the product to 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. We periodically enter into contracts in which a customer may purchase a combination of goods and/or services, such as products with maintenance contracts or extended warranty. Extended warranties are sold separately from products, and represent a distinct performance obligation. Revenue related to the performance obligation for extended warranties is recognized over time as the customer simultaneously receives and consumes the benefits provided by us. 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. We consider 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, 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. The majority of contracts typically require payment within 30 to 90 days after performance of the service. Non-recurring engineering arrangements are typically recognized as product revenue over time under either 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 or under the output method. The majority of contracts typically require payment within 30 to 90 days. Our revenue recognition policy is consistently applied across our segments, product lines, services, and geographical locations. For the periods covered herein, we measure 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. We determine 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, we expense 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 (“SG&A”). We have 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. We monitor and track the amount of product returns and reduces revenue at the time of shipment for the estimated amount of future returns, based on historical experience. We offer an assurance-type limited warranty that products will be free from defects in materials and workmanship. We establish 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 typically limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. We believe 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 4. Revenue from Contracts with Customers for further information. |
Research and Development | Internal Research and Development . Internal research and development (“IR&D”) 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 IR&D 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). We recognize 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 our historical experience of pre-vesting cancellations. We 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. See Note 13. Share-Based Compensation for a description of our share-based employee compensation plans and the assumptions we use to calculate the fair value of share-based employee compensation. |
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. 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. If there is a net loss for the period, diluted earnings per share is the same as basic earnings per share. See Note 11. Earnings Per Share for further information. |
Accumulated Other Comprehensive Income (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 and cap derivative instruments, and pension adjustments. |
Fair Value Measurements | Fair Value Measurements. We apply 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, we consider the principal or most advantageous market in which we 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 | Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This topic provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. We adopted Topic 848 in the three months ended March 31, 2023 and applied the practical expedients under Topic 848 to account for modifications and updates to our floating rate debt, our interest rate swap and our interest rate cap. Application of these practical expedients allowed us to maintain hedge accounting for our interest rate cap and swap contracts. The adoption did not have a material impact on our consolidated financial statements. Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ASC 606, Revenue from Contracts with Customers, rather than adjust them to fair value at the acquisition date. We adopted this accounting standard as of July 1, 2022. The acquisition of Coherent, Inc. has been accounted for in accordance with ASU 2021-08, as will any future acquisitions. Results of operations for quarterly periods prior to adoption remain unchanged as a result of the adoption of ASU No. 2021-08. Refer to Note 3. Coherent Acquisition for further information. |
Coherent Acquisition (Tables)
Coherent Acquisition (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Fair Value of Consideration Paid for Acquisition | The total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000): Shares Per Share Total Consideration Cash paid for merger consideration — — $ 5,460,808 Shares of COHR common stock issued to Legacy Coherent stockholders 22,587,885 $49.83 1,125,554 Converted Legacy Coherent RSUs attributable to pre-combination service — — 82,037 Payment of Legacy Coherent debt — — 364,544 Payment of Legacy Coherent transaction expenses — — 62,840 $ 7,095,783 |
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | Our final allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000): Final Purchase Price Allocation Previously Reported September 30, 2022 Measurement Period Adjustments (i) As Adjusted Assets Current Assets Cash, cash equivalents, and restricted cash $ 393,324 $ — $ 393,324 Accounts receivable 270,928 — 270,928 Inventories (ii) 497,345 65,539 562,884 Prepaid and refundable income taxes (iii) 8,869 (4,037) 4,832 Prepaid and other current assets (iv) 41,467 (3,662) 37,805 Total Current Assets 1,211,933 57,840 1,269,773 Property, plant & equipment, net (v) 424,228 16,704 440,932 Deferred income taxes (iii) 1,115 (879) 236 Other assets (iv) 102,726 3,662 106,388 Other intangible assets, net (vi) 2,425,454 1,079,546 3,505,000 Goodwill 4,005,727 (830,743) 3,174,984 Total Assets $ 8,171,183 $ 326,130 $ 8,497,313 Liabilities Current Liabilities Current portion of long-term debt $ 4,504 $ — $ 4,504 Accounts payable 116,754 — 116,754 Accrued compensation and benefits (vii) 60,596 (1,965) 58,631 Operating lease current liabilities 13,002 — 13,002 Accrued income taxes payable (iii) 16,936 8,116 25,052 Other accrued liabilities (vii) 136,042 2,882 138,924 Total Current Liabilities 347,834 9,033 356,867 Long-term debt 22,991 — 22,991 Deferred income taxes (iii) 563,824 313,774 877,598 Operating lease liabilities 43,313 — 43,313 Other liabilities (vii) 97,438 3,323 100,761 Total Liabilities $ 1,075,400 $ 326,130 $ 1,401,530 Final aggregate acquisition consideration $ 7,095,783 $ — $ 7,095,783 (i) We recorded measurement period adjustments to our preliminary acquisition date fair values due to the refinement of our valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (ii) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a fair value of approximately $563 million, an increase of $66 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statement of Earnings (Loss) for the year ended June 30, 2023 includes cost of goods sold of approximately $158 million related to the increased basis in the fair value compared to the carrying value. The costs are being amortized over the expected period during which the acquired inventory is sold and thus are not anticipated to affect the Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date. (iii) We have adjusted our prepaid and refundable income taxes, deferred tax asset, income taxes payable and deferred tax liability positions as of June 30, 2023, to $5 million, $0 million, $25 million and $878 million, respectively, as a result of measurement period adjustments. (iv) We recorded approximately $4 million of decreases in prepaid and other current assets and $4 million of increases in other assets as measurement period adjustments. (v) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a fair value of approximately $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statements of Earnings (Loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis. (vi) Identifiable intangible assets in the Consolidated Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the year ended June 30, 2023 was $87 million. Intangibles amortization recorded in SG&A expenses for the year ended June 30, 2023 was $209 million. Identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Consolidated Statements of Earnings (Loss) (in $000): Fair Value Estimated Useful Life Trade names and trademarks $ 430,000 N/A Customer relationships 1,830,000 15 years Developed technology 1,157,500 13.5 years Backlog 87,500 1.0 year Intangible assets acquired $ 3,505,000 (vii) We recorded approximately $3 million of increases in other accrued liabilities, $2 million of decreases in accrued compensation and benefits and $3 million of increases in other liabilities as measurement period adjustments. |
Unaudited Supplemental Pro Forma Financial Information | The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000): Year Ended June 30, 2023 Year Ended June 30, 2022 Revenue $ 5,160,100 $ 4,837,103 Net Earnings (Loss) 105,849 (289,615) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
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, 2023, 2022 and 2021 ($000): Year Ended June 30, 2023 Networking Materials Lasers Total Industrial $ 70,076 $ 603,664 $ 1,087,881 $ 1,761,621 Communications 2,219,677 73,703 — 2,293,380 Electronics 11,488 614,151 — 625,639 Instrumentation 39,689 58,240 381,531 479,460 Total Revenues $ 2,340,930 $ 1,349,758 $ 1,469,412 $ 5,160,100 Year Ended June 30, 2022 Networking Materials Lasers Total Industrial $ 84,032 $ 662,731 $ — $ 746,763 Communications 2,064,424 90,406 — 2,154,830 Electronics 12,218 298,156 — 310,374 Instrumentation 36,575 68,074 — 104,649 Total Revenues $ 2,197,249 $ 1,119,367 $ — $ 3,316,616 Year Ended June 30, 2021 Networking Materials Lasers Total Industrial $ 58,919 $ 585,957 $ — $ 644,876 Communications 1,904,624 80,449 — 1,985,073 Electronics 13,636 364,941 — 378,577 Instrumentation 27,131 70,234 — 97,365 Total Revenues $ 2,004,310 $ 1,101,581 $ — $ 3,105,891 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows: June 30, 2023 2022 ($000) Raw materials $ 462,436 $ 318,758 Work in progress 549,992 408,405 Finished goods 259,905 175,396 Total Inventories $ 1,272,333 $ 902,559 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant & Equipment | Property, plant & equipment consists of the following: June 30, 2023 2022 ($000) Land and land improvements $ 69,639 $ 19,368 Buildings and improvements 780,204 415,530 Machinery and equipment 1,879,136 1,651,762 Construction in progress 287,990 271,605 Finance lease right-of-use asset 25,000 25,000 3,041,969 2,383,265 Less accumulated depreciation (1,259,934) (1,020,070) Property, plant, and equipment, net $ 1,782,035 $ 1,363,195 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
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, 2023 Networking Materials Lasers Total Balance at beginning of period $ 1,013,277 $ 272,482 $ — $ 1,285,759 Goodwill acquired — — 3,174,984 3,174,984 Foreign currency translation 22,927 (24,787) 53,817 51,957 Balance-end of period $ 1,036,204 $ 247,695 $ 3,228,801 $ 4,512,700 Year Ended June 30, 2022 Networking Materials Lasers Total Balance-beginning of period $ 1,053,028 $ 243,699 $ — $ 1,296,727 Transfer between segments (1) (35,466) 35,466 — — Foreign currency translation (4,285) (6,683) — (10,968) Balance-end of period $ 1,013,277 $ 272,482 $ — $ 1,285,759 (1) Refer to Note 14. Segment Reporting for information regarding the segment transfer of goodwill between segments. |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of our intangible assets other than goodwill as of June 30, 2023 and 2022 were as follows ($000): June 30, 2023 June 30, 2022 Gross Accumulated Net Gross Accumulated Net Technology $ 1,661,263 $ (270,786) $ 1,390,477 $ 473,845 $ (144,409) $ 329,436 Trade Names 438,470 (8,279) 430,191 22,536 (7,454) 15,082 Customer Lists 2,333,360 (339,344) 1,994,016 464,880 (173,994) 290,886 Backlog and Other 88,834 (88,834) — 1,563 (1,563) — Total $ 4,521,927 $ (707,243) $ 3,814,684 $ 962,824 $ (327,420) $ 635,404 Refer to Note 3. Coherent Acquisition for further information on intangibles acquired in the year ended June 30, 2023. |
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, 2024 $ 287,493 2025 285,667 2026 284,089 2027 283,376 2028 281,688 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt for the periods indicated were as follows ($000): June 30, 2023 June 30, 2022 Term A Facility, interest at adjusted SOFR, as defined, plus 1.750% $ 818,125 $ — Debt issuance costs, Term A Facility and Revolving Credit Facility (18,149) — Term B Facility, interest at adjusted SOFR, as defined, plus 2.75% 2,566,625 — Debt issuance costs, Term B Facility (63,977) — 5.00% Senior Notes 990,000 990,000 Debt Issuance costs, Senior Notes (6,863) (7,703) 1.0% State of Connecticut term loan due 2023 1,697 — Facility construction loan in Germany due 2030 22,340 — Prior Term A Facility, interest at LIBOR, as defined, plus 1.375% — 995,363 Debt issuance costs, Prior Term A Facility and Revolving Credit Facility — (18,396) 0.25% convertible senior notes — 341,501 Debt issuance costs and discount, 0.25% Convertible Senior Notes — (339) Total debt 4,309,798 2,300,426 Current portion of long-term debt (74,836) (403,212) Long-term debt, less current portion $ 4,234,962 $ 1,897,214 |
Schedule of Maturities of Long-term Debt | The required annual principal repayments for all indebtedness for the next five years and thereafter, as of June 30, 2023, is set forth in the following table ($000): Year Ending June 30, 2024 $ 74,836 2025 73,818 2026 89,416 2027 94,729 2028 641,916 Thereafter 3,424,072 Total $ 4,398,787 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Components of Earnings (Losses) Before Income Taxes | The components of earnings (loss) before income taxes by jurisdiction were as follows: Year Ended June 30, 2023 2022 2021 ($000) U.S. income (loss) $ (450,370) $ (62,721) $ 21,692 Non-U.S. income 94,812 344,528 330,898 Earnings (loss) before income taxes $ (355,558) $ 281,807 $ 352,590 |
Components of Income Tax Expense | The components of the income tax expense (benefit) were as follows: Year Ended June 30, 2023 2022 2021 ($000) Current: Federal $ 5 $ 1,569 $ 415 State 3,867 768 1,632 Foreign 106,850 52,865 53,362 Total Current $ 110,722 $ 55,202 $ 55,409 Deferred: Federal $ (106,044) $ (7,185) $ 13,744 State (7,151) (1,215) (431) Foreign (93,627) 246 (13,684) Total Deferred $ (206,822) $ (8,154) $ (371) Total Income Tax Expense (Benefit) $ (96,100) $ 47,048 $ 55,038 |
Schedule of Principal Items Comprising Deferred Income Taxes | Principal items comprising deferred tax assets and liabilities were as follows: June 30, 2023 2022 ($000) Deferred income tax assets Inventory capitalization $ 60,232 $ 20,562 Non-deductible accruals 18,423 8,403 Accrued employee benefits 40,292 11,320 Net-operating loss and credit carryforwards 234,546 149,949 Share-based compensation expense 16,729 10,125 Other 9,256 3,565 Research and development capitalization 85,473 — Deferred revenue 11,415 12,416 Right of use asset 42,688 29,817 Valuation allowances (97,180) (55,420) Total deferred income tax assets $ 421,874 $ 190,737 Deferred income tax liabilities Tax over book accumulated depreciation $ (56,742) $ (28,701) Intangible assets (988,580) (134,972) Interest rate swap (8,522) (6,105) Interest rate cap (10,734) (4,102) Tax on unremitted earnings (51,672) (26,383) Lease liability (41,426) (28,983) Other (6,757) (7,036) Total deferred income tax liabilities $ (1,164,433) $ (236,282) Net deferred income taxes $ (742,559) $ (45,545) |
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, 2023 % 2022 % 2021 % ($000) Taxes at statutory rate $ (74,667) 21 $ 59,179 21 $ 74,044 21 Increase (decrease) in taxes resulting from: State income taxes-net of federal benefit (2,548) 1 (339) — 1,246 — Taxes on non U.S. earnings 191 — (2,704) (1) (26,557) (7) Valuation allowance 3,835 (1) (1,513) (1) (3,720) (1) Research and manufacturing incentive deductions and credits (29,416) 8 (24,341) (9) (22,968) (6) Stock compensation 18,661 (5) 2,095 1 (2,500) (1) GILTI and FDII (7,195) 2 4,866 2 27,369 8 Other (4,961) 1 9,805 4 8,124 2 $ (96,100) 27 $ 47,048 17 $ 55,038 16 |
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, 2023: Type Amount Expiration Date ($000) Tax credit carryforwards: Federal research and development credits $ 124,892 June 2027-June 2043 Foreign tax credits 26,850 June 2030-June 2032 State tax credits 19,203 June 2024-June 2038 State tax credits (indefinite) 76,968 Indefinite Operating loss carryforwards: Loss carryforwards - federal $ 40,411 June 2024-June 2036 Loss carryforwards - federal (indefinite) 2,182 Indefinite Loss carryforwards - state 266,937 June 2024-June 2043 Loss carryforwards - state (indefinite) 32,863 Indefinite Loss carryforwards - foreign 62,719 June 2024-June 2033 Loss carryforwards - foreign (indefinite) 136,326 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, 2023, 2022 and 2021 were as follows: 2023 2022 2021 ($000) Beginning balance $ 37,411 $ 38,025 $ 42,803 Increases in current year tax positions 110 1,803 3,940 Acquired business 86,077 — 5,341 Settlements — — (7,514) Expiration of statute of limitations (8,418) (2,417) (6,545) Ending balance $ 115,180 $ 37,411 $ 38,025 |
Equity and Redeemable Preferr_2
Equity and Redeemable Preferred Stock (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Measurement Inputs Used to Estimate Future Market Value | Upon issuance of the Mandatory Convertible Preferred Stock, we used a Monte Carlo simulation model to estimate the future market value of the Coherent 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 years ended June 30, 2023, and June 30, 2022: Year Ended June 30, 2023 Year Ended June 30, 2022 Dividends per share $ 12 $ 12 Series A Mandatory Convertible Preferred Stock dividends ($000) 27,600 27,600 The following table presents dividends per share and dividends recognized for the years ended June 30, 2023, and June 30, 2022: Year Ended June 30, 2023 Year Ended June 30, 2022 Dividends per share $ 542 $ 542 Dividends ($000) 111,785 38,598 Deemed dividends ($000) 4,827 2,027 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the periods presented ($000): Year Ended June 30, 2023 2022 2021 ($000 except per share) Numerator Net earnings (loss) $ (259,458) $ 234,759 $ 297,552 Deduct Series A preferred stock dividends (27,600) (27,600) (27,140) Deduct Series B dividends and deemed dividends (116,612) (40,625) (10,091) Basic earnings (loss) available to common shareholders $ (403,670) $ 166,534 $ 260,321 Effect of dilutive securities: Add back interest on Convertible Notes (net of tax) $ — $ 2,229 $ 12,264 Diluted earnings (loss) available to common shareholders $ (403,670) $ 168,763 $ 272,585 Denominator Weighted average shares 137,578 106,189 104,151 Effect of dilutive securities Common stock equivalents — 3,012 3,552 Convertible Notes — 7,312 7,331 Diluted weighted average common shares 137,578 116,513 115,034 Basic earnings (loss) per common share $ (2.93) $ 1.57 $ 2.50 Diluted earnings (loss) per common share $ (2.93) $ 1.45 $ 2.37 |
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, 2023 2022 2021 Series A Mandatory Convertible Preferred Stock 10,423 8,915 8,915 Series B Convertible Preferred Stock 26,349 9,162 2,230 Common stock equivalents 2,271 9,611 118 Total anti-dilutive shares 39,043 27,688 11,263 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Lease, Cost | The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000): Year Ended June 30, 2023 2022 2021 Finance Lease Cost Amortization of right-of-use assets $ 1,667 $ 1,671 $ 1,667 Interest on lease liabilities 1,124 1,200 1,328 Total finance lease cost 2,791 2,871 2,995 Operating lease cost 53,127 36,716 37,361 Sublease income — 507 1,471 Total lease cost $ 55,918 $ 39,080 $ 38,885 Cash Paid for Amounts Included in the Measurement of Lease Liabilities Operating cash flows from finance leases 1,124 1,200 1,268 Operating cash flows from operating leases 50,503 35,481 35,641 Financing cash flows from finance leases 1,430 1,290 1,152 Assets Obtained in Exchange for Lease Liabilities Right-of-use assets obtained in acquisitions 56,315 — 13,391 Right-of-use assets obtained in exchange for new operating lease liabilities 27,720 18,161 52,839 Total assets obtained in exchange for new operating lease liabilities 84,035 18,161 66,230 Weighted-Average Remaining Lease Term (in Years) Finance leases 8.5 9.5 10.5 Operating leases 6.9 6.6 7.0 Weighted-Average Discount Rate Finance leases 5.6 % 5.6 % 5.6 % Operating leases 5.5 % 5.7 % 6.1 % |
Finance Leases, Future Minimum Lease Payments | The following table presents future minimum lease payments, which includes leases for arrangements with an initial term of more than 12 months ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 46,619 $ 2,624 $ 49,244 Year 2 40,401 2,697 43,098 Year 3 32,359 2,771 35,129 Year 4 25,848 2,847 28,695 Year 5 18,705 2,925 21,630 Thereafter 55,493 10,763 66,256 Total minimum lease payments $ 219,425 $ 24,627 $ 244,052 Less: amounts representing interest 40,406 5,160 45,565 Present value of total lease liabilities $ 179,019 $ 19,467 $ 198,486 |
Operating Lease, Future Minimum Lease Payments | The following table presents future minimum lease payments, which includes leases for arrangements with an initial term of more than 12 months ($000): Future Years Operating Leases Finance Leases Total Year 1 $ 46,619 $ 2,624 $ 49,244 Year 2 40,401 2,697 43,098 Year 3 32,359 2,771 35,129 Year 4 25,848 2,847 28,695 Year 5 18,705 2,925 21,630 Thereafter 55,493 10,763 66,256 Total minimum lease payments $ 219,425 $ 24,627 $ 244,052 Less: amounts representing interest 40,406 5,160 45,565 Present value of total lease liabilities $ 179,019 $ 19,467 $ 198,486 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense by Award Type | Share-based compensation expense for the fiscal years ended June 30, 2023, 2022 and 2021 is as follows $000: Year Ended June 30, 2023 2022 2021 Stock Options and Cash-Based Stock Appreciation Rights $ 2,602 $ 3,218 $ 10,626 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 124,212 56,365 47,060 Performance Share Awards and Cash-Based Performance Share Unit Awards 14,998 10,077 16,640 Employee Stock Purchase Plan 7,819 3,443 4,670 $ 149,631 $ 73,103 $ 78,996 |
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, 2023 was as follows: Stock Options Cash-Based Stock Appreciation Rights Number of Weighted Average Number of Weighted Average Outstanding - June 30, 2022 2,432,890 $ 29.41 127,562 $ 33.39 Exercised (217,791) $ 21.22 (24,134) $ 26.05 Forfeited and Expired (28,155) $ 34.12 (538) $ 30.04 Outstanding - June 30, 2023 2,186,944 $ 30.15 102,890 $ 35.12 Exercisable - June 30, 2023 2,014,904 $ 29.75 89,102 $ 35.12 |
Share-Based Compensation Outstanding and Exercisable Options | Outstanding and exercisable stock options at June 30, 2023 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 - $18.07 505,115 1.68 $ 16.12 505,115 1.68 $ 16.12 $18.07 - $24.35 425,490 2.87 $ 21.33 425,490 2.87 $ 21.33 $24.35 - $35.39 470,797 4.72 $ 33.28 424,844 4.53 $ 33.67 $35.39 - $36.90 518,636 6.19 $ 36.46 380,503 6.18 $ 36.46 $36.90 - $49.90 369,796 5.07 $ 48.02 368,054 5.07 $ 48.03 2,289,834 4.10 $ 30.38 2,104,006 3.90 $ 29.98 |
Restricted Share, Restricted Share Unit and Cash-Based Restricted Share Unit Activity | Restricted share unit and cash-based restricted share unit activity during the fiscal year ended June 30, 2023, was as follows: Restricted Share Units Cash-Based Restricted Share Units Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2022 1,898,178 $ 54.24 20,478 $ 40.05 Granted 4,667,367 $ 50.82 3,415 $ 51.89 Vested (2,881,311) $ 49.93 (17,449) $ 37.68 Forfeited (162,280) $ 52.11 (469) $ 48.09 Nonvested - June 30, 2023 3,521,954 $ 53.33 5,975 $ 53.12 |
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, 2023, was as follows: Performance Share Units Cash-Based Performance Share Units Number of Weighted Average Number of Weighted Average Nonvested - June 30, 2022 591,585 $ 40.48 18,124 $ 33.88 Granted 525,914 $ 50.58 — $ — Vested (435,541) $ 51.45 (36,248) $ 32.04 Forfeited (16,496) $ 53.97 — $ — Performance Adjustments 217,175 $ — 18,124 $ 32.04 Nonvested - June 30, 2023 882,637 $ 36.11 — $ — |
Segment and Geographic Report_2
Segment and Geographic Reporting (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Financial Information of Company's Operation by Segment | The following tables summarize selected financial information of our operations by segment: Networking Materials Lasers Unallocated Total ($000) 2023 Revenues $ 2,340,930 $ 1,349,758 $ 1,469,412 $ — $ 5,160,100 Inter-segment revenues 70,120 362,179 1,517 (433,817) — Operating income (loss) 222,365 159,581 (419,066) — (37,120) Interest expense — — — — (286,872) Other income, net — — — — (31,566) Income taxes — — — — 96,100 Net loss — — — — (259,458) Depreciation and amortization 172,339 143,243 366,105 — 681,687 Expenditures for property, plant & equipment 98,192 274,434 63,434 — 436,060 Segment assets 3,316,555 2,561,156 7,833,422 — 13,711,133 Goodwill 1,036,204 247,695 3,228,801 — 4,512,700 Networking Materials Lasers Unallocated Total ($000) 2022 Revenues $ 2,197,249 $ 1,119,367 $ — $ — $ 3,316,616 Inter-segment revenues 93,660 272,580 — (366,240) — Operating income (loss) 231,563 218,601 — (35,870) 414,294 Interest expense — — — — (121,254) Other income, net — — — — (11,233) Income taxes — — — — (47,048) Net earnings — — — — 234,759 Depreciation and amortization 172,092 114,687 — — 286,779 Expenditures for property, plant & equipment 89,616 224,716 — — 314,332 Segment assets 4,897,252 2,947,594 — — 7,844,846 Goodwill 1,013,277 272,482 — — 1,285,759 Networking Materials Lasers Unallocated Total ($000) 2021 Revenues $ 2,004,310 $ 1,101,581 $ — $ — $ 3,105,891 Inter-segment revenues 76,284 203,481 — (279,765) — Operating income 201,453 227,438 — (26,772) 402,119 Interest expense — — — — (59,899) Other income, net — — — — 10,370 Income taxes — — — — (55,038) Net earnings — — — — 297,552 Depreciation and amortization 160,458 109,611 — — 270,069 Expenditures for property, plant & equipment 85,482 60,855 — — 146,337 Segment Assets 4,240,869 2,271,781 — — 6,512,650 Goodwill 1,017,562 279,165 — — 1,296,727 |
Geographic Information for Revenues by Location of Customer's Headquarters and Long-lived Assets by Country | Geographic information for revenues by location of the customer’s headquarters, were as follows: Revenues Year Ended June 30, 2023 2022 2021 ($000) North America $ 2,745,891 $ 1,771,385 $ 1,560,254 Europe 979,911 623,157 567,703 China 577,180 614,393 680,479 Japan 392,479 196,512 203,655 Rest of World 464,639 111,169 93,800 Total $ 5,160,100 $ 3,316,616 $ 3,105,891 Major Customers We had one major customer who accounted for 10% of consolidated revenue during fiscal 2023. The customer purchased primarily from our Networking segment. Geographic information for long-lived assets by country, which include property, plant and equipment, net of related depreciation, and certain other long-term assets, were as follows: Long-Lived Assets June 30, 2023 2022 ($000) United States $ 1,069,012 $ 902,163 Non-United States China 365,331 394,056 Germany 216,336 14,521 United Kingdom 77,474 63,898 Malaysia 70,424 64,807 Switzerland 47,110 40,540 Sweden 38,981 28,030 Korea 20,869 4,325 Vietnam 17,739 16,844 Australia 8,641 10,478 Taiwan 7,883 7,025 Philippines 7,205 7,375 Other 24,853 3,996 Total Non-United States $ 902,846 $ 655,894 $ 1,971,858 $ 1,558,057 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Fair Value and Carrying Value of Senior Notes | The fair value and carrying value of the Senior Notes were as follows at June 30, 2023 ($000): Fair Value Carrying Value Senior Notes $ 895,950 $ 983,137 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Estimated Future Benefit Payments Under All Plans | Estimated future benefit payments under all plans are estimated to be as follows: Year Ending June 30, ($000) 2024 $ 7,700 2025 9,300 2026 8,000 2027 7,800 2028 8,900 Next five years 50,700 |
Other Accrued Liabilities (Tabl
Other Accrued Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Components of Other Accrued Liabilities | The components of other accrued liabilities were as follows: June 30, 2023 2022 ($000) Contract liabilities $ 104,477 $ 22,960 Warranty reserves 47,563 17,738 Accrued interest 2,923 38,872 Other accrued liabilities 155,318 120,260 $ 310,281 $ 199,830 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax | The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the years ended June 30, 2023, 2022, and 2021 were as follows ($000): Foreign Interest Interest Defined Total AOCI - June 30, 2020 $ (31,596) $ (44,085) $ — $ (11,702) $ (87,383) Other comprehensive 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 loss 86,991 12,312 — 2,347 101,650 AOCI - June 30, 2021 $ 55,395 $ (31,773) $ — $ (9,355) $ 14,267 Other comprehensive income (loss) before reclassifications (89,967) 29,711 14,306 15,300 (30,650) Amounts reclassified from AOCI — 13,797 — 419 14,216 Net current-period other comprehensive income (89,967) 43,508 14,306 15,719 (16,434) AOCI - June 30, 2022 $ (34,572) $ 11,735 $ 14,306 $ 6,364 $ (2,167) Other comprehensive income (loss) before reclassifications 87,927 27,050 22,322 (5,326) 131,973 Amounts reclassified from AOCI — (19,301) — (779) (20,080) Net current-period other comprehensive income (loss) 87,927 7,749 22,322 (6,105) 111,893 AOCI - June 30, 2023 $ 53,355 $ 19,484 $ 36,628 $ 259 $ 109,726 |
Restructuring and Synergy and_2
Restructuring and Synergy and Site Consolidation Plans (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Components of Restructuring Charges and Payments and Other Deductions | The table sets forth an analysis of the components of the restructuring charges and payments and other deductions made against the accrual for fiscal 2023 (in thousands): Year Ended June 30, 2023 Severance Asset Write-Offs Total Accrual Balance-beginning of period $ — $ — $ — Restructuring accruals 76,944 107,157 184,101 Reimbursement arrangements (9,247) (55,753) (65,000) Reimbursement arrangement related accrual 9,247 — 9,247 Payments (12,565) — (12,565) Asset write-offs and other — (51,404) (51,404) Balance-end of period $ 64,379 $ — $ 64,379 |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Apr. 01, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Significant Accounting Policies [Line Items] | ||||||
Restricted cash | $ 16,256 | $ 16,256 | ||||
Percentage of fair value in excess of carrying amount | 10% | |||||
Goodwill | 4,512,700 | 4,512,700 | $ 1,285,759 | $ 1,296,727 | ||
Impairment charges | 39,000 | |||||
Loss contingency liability | 0 | $ 0 | ||||
Assurance-type limited product warranty period | 1 year | |||||
Cash, Cash Equivalents and Restricted Cash at Carrying Value | ||||||
Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 12,000 | $ 12,000 | ||||
Other Assets Noncurrent | ||||||
Significant Accounting Policies [Line Items] | ||||||
Restricted cash | 4,000 | 4,000 | ||||
Lasers | ||||||
Significant Accounting Policies [Line Items] | ||||||
Goodwill | 3,200,000 | $ 3,200,000 | ||||
Lasers | Discount Rate | Discounted Cash Flow | ||||||
Significant Accounting Policies [Line Items] | ||||||
Goodwill measurement input | 0.130 | |||||
Trade Names | Other Acquisitions | ||||||
Significant Accounting Policies [Line Items] | ||||||
Impairment charges | 14,000 | |||||
Technology and Customer Lists | ||||||
Significant Accounting Policies [Line Items] | ||||||
Impairment charges | $ 25,000 | |||||
Series A Mandatory Convertible Preferred Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Preferred stock, dividend rate, percentage | 6% | |||||
Series B-1 Convertible Preferred Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Preferred stock, dividend rate, percentage | 5% | |||||
Preferred stock, accretion period | 10 years | |||||
Series B-2 Convertible Preferred Stock | ||||||
Significant Accounting Policies [Line Items] | ||||||
Preferred stock, accretion period | 10 years | |||||
Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Finite-lived intangible assets useful life, years | 1 year | 1 year | ||||
Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Finite-lived intangible assets useful life, years | 20 years | 20 years | ||||
Building improvements and land improvements | Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Property, plant and equipment estimated useful lives, years | 10 years | 10 years | ||||
Building improvements and land improvements | Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Property, plant and equipment estimated useful lives, years | 40 years | 40 years | ||||
Machinery and Equipment | Minimum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Property, plant and equipment estimated useful lives, years | 3 years | 3 years | ||||
Machinery and Equipment | Maximum | ||||||
Significant Accounting Policies [Line Items] | ||||||
Property, plant and equipment estimated useful lives, years | 20 years | 20 years |
Coherent Acquisition - Narrativ
Coherent Acquisition - Narrative (Details) - USD ($) | 12 Months Ended | |||
Jul. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Net cash paid at acquisition | $ 5,488,556,000 | $ 0 | $ 34,394,000 | |
Goodwill | 4,512,700,000 | $ 1,285,759,000 | $ 1,296,727,000 | |
New Term Loan A Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Credit facility, aggregate principal amount | $ 850,000,000 | |||
New Term Loan A and New Term Loan B | ||||
Business Acquisition [Line Items] | ||||
Credit facility, aggregate principal amount | 2,800,000,000 | |||
Revolving Credit Facility | ||||
Business Acquisition [Line Items] | ||||
Credit facility, aggregate principal amount | 350,000,000 | |||
Letter of Credit | ||||
Business Acquisition [Line Items] | ||||
Credit facility, aggregate principal amount | 50,000,000 | |||
Credit Agreement | ||||
Business Acquisition [Line Items] | ||||
Credit facility, aggregate principal amount | $ 4,000,000,000 | |||
Coherent Inc. | ||||
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) | 0.91 | |||
Net cash paid at acquisition | $ 2,100,000,000 | |||
Acquisition related costs | 94,000,000 | |||
Purchase consideration | 7,095,783,000 | |||
Business acquisition, revenue of acquired entity | 1,469,000,000 | |||
Net loss of acquired entity | (412,000,000) | |||
Goodwill | $ 4,005,727,000 | $ 3,174,984,000 | ||
Coherent Inc. | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0 | |||
Shares issued (in shares) | 22,587,885 |
Coherent Acquisition - Prelimin
Coherent Acquisition - Preliminary Fair Value of Consideration Paid (Details) - Coherent Inc. $ / shares in Units, $ in Thousands | Jul. 01, 2022 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Cash paid for merger consideration | $ 5,460,808 |
Payment of Legacy Coherent debt | 364,544 |
Payment of Legacy Coherent transaction expenses | 62,840 |
Total Consideration | $ 7,095,783 |
Common Stock | |
Business Acquisition [Line Items] | |
Shares issued (in shares) | shares | 22,587,885 |
Shares of COHR common stock issued to Legacy Coherent stockholders (in usd per share) | $ / shares | $ 49.83 |
Shares of COHR common stock issued to Legacy Coherent stockholders and converted Legacy Coherent RSUs attributable to pre-combination service | $ 1,125,554 |
Common Stock | Restricted Share Units | |
Business Acquisition [Line Items] | |
Shares of COHR common stock issued to Legacy Coherent stockholders and converted Legacy Coherent RSUs attributable to pre-combination service | $ 82,037 |
Coherent Acquisition - Prelim_2
Coherent Acquisition - Preliminary Allocation of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2022 | |
Current Assets | ||||
Goodwill | $ 4,512,700 | $ 1,285,759 | $ 1,296,727 | |
Liabilities | ||||
Cost of goods sold | 3,541,817 | 2,051,120 | 1,928,432 | |
Amortization | 414,125 | $ 79,647 | $ 82,266 | |
Fair Value Adjustment to Inventory | ||||
Liabilities | ||||
Cost of goods sold | 158,000 | |||
Coherent Inc. | ||||
Current Assets | ||||
Cash, cash equivalents, and restricted cash | 393,324 | $ 393,324 | ||
Accounts receivable | 270,928 | 270,928 | ||
Inventories | 562,884 | 497,345 | ||
Prepaid and refundable income taxes | 4,832 | 8,869 | ||
Prepaid and other current assets | 37,805 | 41,467 | ||
Total Current Assets | 1,269,773 | 1,211,933 | ||
Property, plant, and equipment, net | 440,932 | 424,228 | ||
Deferred income taxes | 236 | 1,115 | ||
Other assets | 106,388 | 102,726 | ||
Other intangible assets, net | 3,505,000 | 2,425,454 | ||
Goodwill | 3,174,984 | 4,005,727 | ||
Total Assets | 8,497,313 | 8,171,183 | ||
Current Liabilities | ||||
Current portion of long-term debt | 4,504 | 4,504 | ||
Accounts payable | 116,754 | 116,754 | ||
Accrued compensation and benefits | 58,631 | 60,596 | ||
Operating lease current liabilities | 13,002 | 13,002 | ||
Accrued income taxes payable | 25,052 | 16,936 | ||
Other accrued liabilities | 138,924 | 136,042 | ||
Total Current Liabilities | 356,867 | 347,834 | ||
Long-term debt | 22,991 | 22,991 | ||
Deferred income taxes | 877,598 | 563,824 | ||
Operating lease liabilities | 43,313 | 43,313 | ||
Other liabilities | 100,761 | 97,438 | ||
Total Liabilities | 1,401,530 | 1,075,400 | ||
Final aggregate acquisition consideration | 7,095,783 | $ 7,095,783 | ||
Assets | ||||
Inventories | 65,539 | |||
Prepaid and refundable income taxes | (4,037) | |||
Prepaid and other current assets | (3,662) | |||
Total Current Assets | 57,840 | |||
Property, plant, and equipment, net | 16,704 | |||
Deferred income taxes | (879) | |||
Other assets | 3,662 | |||
Intangibles | 1,079,546 | |||
Goodwill | (830,743) | |||
Total Assets | 326,130 | |||
Liabilities | ||||
Accrued compensation and benefits | (1,965) | |||
Accrued income taxes payable | 8,116 | |||
Other accrued liabilities | 2,882 | |||
Total Current Liabilities | 9,033 | |||
Deferred income taxes | 313,774 | |||
Other liabilities | 3,323 | |||
Total Liabilities | 326,130 | |||
Coherent Inc. | Cost of Goods Sold | ||||
Liabilities | ||||
Amortization | 87,000 | |||
Coherent Inc. | Selling, General and Administrative Expenses | ||||
Liabilities | ||||
Amortization | 209,000 | |||
Coherent Inc. | Fair Value Adjustment to Inventory | ||||
Liabilities | ||||
Cost of goods sold | $ 158,000 |
Coherent Acquisition - Prelim_3
Coherent Acquisition - Preliminary Identifiable Intangible Assets Acquired (Details) - Coherent Inc. - USD ($) $ in Thousands | Jul. 01, 2022 | Jun. 30, 2023 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 2,425,454 | $ 3,505,000 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 1,830,000 | |
Estimated Useful Life | 15 years | |
Developed Technology Rights [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 1,157,500 | |
Estimated Useful Life | 13 years 6 months | |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets acquired | $ 87,500 | |
Estimated Useful Life | 1 year | |
Trade names and trademarks | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Trade names and trademarks | $ 430,000 |
Coherent Acquisition - Unaudite
Coherent Acquisition - Unaudited Supplemental Pro Forma Information (Details) - Coherent Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenue | $ 5,160,100 | $ 4,837,103 |
Net Earnings (Loss) | $ 105,849 | $ (289,615) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Jul. 01, 2022 USD ($) entity customerEndMarket | Jun. 30, 2023 USD ($) customerEndMarket | Jun. 30, 2022 USD ($) | |
Disaggregation of Revenue [Line Items] | |||
Number of customer end markets | customerEndMarket | 4 | 4 | |
Number of entities transferred between segments | entity | 2 | ||
Revenue recognized related to customer payments | $ 34,000 | ||
Contract liabilities | 148,000 | $ 69,000 | |
Contract liability included in other accrued liabilities | 104,477 | $ 22,960 | |
Contract liability recorded in other liabilities | $ 43,000 | ||
Coherent Inc. | |||
Disaggregation of Revenue [Line Items] | |||
Contract liabilities | $ 77,000 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Disaggregated Revenue by Market and Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 5,160,100 | $ 3,316,616 | $ 3,105,891 |
Networking | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,340,930 | 2,197,249 | 2,004,310 |
Materials | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,349,758 | 1,119,367 | 1,101,581 |
Lasers | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,469,412 | 0 | 0 |
Industrial | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,761,621 | 746,763 | 644,876 |
Industrial | Networking | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 70,076 | 84,032 | 58,919 |
Industrial | Materials | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 603,664 | 662,731 | 585,957 |
Industrial | Lasers | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,087,881 | 0 | 0 |
Communications | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,293,380 | 2,154,830 | 1,985,073 |
Communications | Networking | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 2,219,677 | 2,064,424 | 1,904,624 |
Communications | Materials | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 73,703 | 90,406 | 80,449 |
Communications | Lasers | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Electronics | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 625,639 | 310,374 | 378,577 |
Electronics | Networking | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 11,488 | 12,218 | 13,636 |
Electronics | Materials | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 614,151 | 298,156 | 364,941 |
Electronics | Lasers | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Instrumentation | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 479,460 | 104,649 | 97,365 |
Instrumentation | Networking | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 39,689 | 36,575 | 27,131 |
Instrumentation | Materials | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 58,240 | 68,074 | 70,234 |
Instrumentation | Lasers | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 381,531 | $ 0 | $ 0 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 462,436 | $ 318,758 |
Work in progress | 549,992 | 408,405 |
Finished goods | 259,905 | 175,396 |
Total Inventories | $ 1,272,333 | $ 902,559 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Inventory [Line Items] | |||
Cost of goods sold | $ 3,541,817 | $ 2,051,120 | $ 1,928,432 |
Fair Value Adjustment to Inventory | |||
Inventory [Line Items] | |||
Cost of goods sold | 158,000 | ||
Coherent Inc. | Fair Value Adjustment to Inventory | |||
Inventory [Line Items] | |||
Cost of goods sold | $ 158,000 |
Property, Plant & Equipment - C
Property, Plant & Equipment - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use asset | $ 25,000 | $ 25,000 |
Property, plant, and equipment and finance lease right-of-use asset, before accumulated depreciation | 3,041,969 | 2,383,265 |
Less accumulated depreciation | (1,259,934) | (1,020,070) |
Property, plant, and equipment, net | 1,782,035 | 1,363,195 |
Finance lease, right-of-use asset, accumulated amortization | 11,000 | 9,000 |
Land and Land Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 69,639 | 19,368 |
Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 780,204 | 415,530 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,879,136 | 1,651,762 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 287,990 | $ 271,605 |
Property, Plant & Equipment - N
Property, Plant & Equipment - Narrative (Details) - Coherent Inc. $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Property, Plant and Equipment [Line Items] | |
Inventory adjustment | $ 65,539 |
Fair Value Adjustment to Property, Plant and Equipment | |
Property, Plant and Equipment [Line Items] | |
Inventory adjustment | $ 145,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization | $ 414,125,000 | $ 79,647,000 | $ 82,266,000 | ||
Impairment charges | 39,000,000 | ||||
Materials | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | 33,000,000 | ||||
Networking | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | 7,000,000 | ||||
Trade Names | Selling, General and Administrative Expenses | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | 14,000,000 | ||||
Other Acquisitions | Trade Names | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | $ 14,000,000 | ||||
Coherent Inc. | Selling, General and Administrative Expenses | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization | $ 209,000,000 | ||||
Coherent Inc. | Trade Names | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | $ 0 | ||||
Trade names acquired | $ 430,000,000 | ||||
Minimum | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 1 year | 1 year | |||
Maximum | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 20 years | 20 years | |||
Technology | Minimum | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 72 months | 72 months | |||
Technology | Maximum | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 228 months | 228 months | |||
Technology | Weighted Average | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 142 months | 142 months | |||
Customer Lists | Minimum | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 72 months | 72 months | |||
Customer Lists | Maximum | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 180 months | 180 months | |||
Customer Lists | Weighted Average | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Amortization period of finite lived intangible assets, in months | 157 months | 157 months | |||
Technology and Customer Lists | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | $ 25,000,000 | ||||
Technology and Customer Lists | Cost of Sales | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | $ 8,000,000 | ||||
Technology and Customer Lists | Selling, General and Administrative Expenses | |||||
Goodwill and Other Intangible Assets [Line Items] | |||||
Impairment charges | $ 18,000,000 |
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, 2023 | Jun. 30, 2022 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 1,285,759 | $ 1,296,727 |
Goodwill acquired | 3,174,984 | |
Transfers between segments | 0 | |
Foreign currency translation | 51,957 | (10,968) |
Balance-end of period | 4,512,700 | 1,285,759 |
Networking | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 1,013,277 | 1,053,028 |
Goodwill acquired | 0 | |
Transfers between segments | (35,466) | |
Foreign currency translation | 22,927 | (4,285) |
Balance-end of period | 1,036,204 | 1,013,277 |
Materials | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 272,482 | 243,699 |
Goodwill acquired | 0 | |
Transfers between segments | 35,466 | |
Foreign currency translation | (24,787) | (6,683) |
Balance-end of period | 247,695 | 272,482 |
Lasers | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period | 0 | 0 |
Goodwill acquired | 3,174,984 | |
Transfers between segments | 0 | |
Foreign currency translation | 53,817 | 0 |
Balance-end of period | $ 3,228,801 | $ 0 |
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, 2023 | Jun. 30, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,521,927 | $ 962,824 |
Accumulated Amortization | (707,243) | (327,420) |
Net Book Value | 3,814,684 | 635,404 |
Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,661,263 | 473,845 |
Accumulated Amortization | (270,786) | (144,409) |
Net Book Value | 1,390,477 | 329,436 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 438,470 | 22,536 |
Accumulated Amortization | (8,279) | (7,454) |
Net Book Value | 430,191 | 15,082 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,333,360 | 464,880 |
Accumulated Amortization | (339,344) | (173,994) |
Net Book Value | 1,994,016 | 290,886 |
Backlog and Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 88,834 | 1,563 |
Accumulated Amortization | (88,834) | (1,563) |
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, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 287,493 |
2025 | 285,667 |
2026 | 284,089 |
2027 | 283,376 |
2028 | $ 281,688 |
Debt - Components of Debt (Deta
Debt - Components of Debt (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Jul. 01, 2022 | Jun. 30, 2023 | Aug. 31, 2022 | Jun. 30, 2022 | Dec. 10, 2021 | Aug. 31, 2017 | |
Line of Credit Facility [Line Items] | ||||||
Debt, gross | $ 4,398,787 | |||||
Total debt | 4,309,798 | $ 2,300,426 | ||||
Current portion of long-term debt | (74,836) | (403,212) | ||||
Long-term debt, less current portion | $ 4,234,962 | 1,897,214 | ||||
5.00% Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 5% | 5% | 5% | |||
Debt, gross | $ 990,000 | 990,000 | ||||
Debt issuance costs | (6,863) | (7,703) | ||||
1.00% State of Connecticut Term Loan due 2023 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, gross | 1,697 | 0 | ||||
Construction Loan due 2030 | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, gross | $ 22,340 | 0 | ||||
0.25% convertible senior notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, interest rate | 0.25% | 0.25% | ||||
Debt, gross | $ 0 | $ 4,000 | 341,501 | |||
Debt issuance costs | 0 | (339) | ||||
New Term Loan A Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, gross | 818,125 | 0 | ||||
Debt issuance costs | $ (18,149) | 0 | ||||
New Term Loan A Credit Facility | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 1.75% | 1.75% | ||||
New Term Loan B Credit Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, gross | $ 2,566,625 | 0 | ||||
Debt issuance costs | $ (63,977) | 0 | ||||
New Term Loan B Credit Facility | SOFR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 2.75% | 2.75% | ||||
Term A Loan Facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt, gross | $ 0 | 995,363 | ||||
Debt issuance costs | $ 0 | $ (18,396) | ||||
Term A Loan Facility | LIBOR | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, rate added on variable rate | 1.375% |
Debt - Annual Principal Repayme
Debt - Annual Principal Repayments (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 74,836 |
2025 | 73,818 |
2026 | 89,416 |
2027 | 94,729 |
2028 | 641,916 |
Thereafter | 3,424,072 |
Total debt | $ 4,398,787 |
Debt - Senior Credit Facility (
Debt - Senior Credit Facility (Details) - USD ($) | 12 Months Ended | ||||
Jul. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 10, 2021 | |
Line of Credit Facility [Line Items] | |||||
Interest expense | $ 286,872,000 | $ 121,254,000 | $ 59,899,000 | ||
Debt issuance costs capitalized | 90,000,000 | ||||
Amortization of debt issuance costs | $ 20,000,000 | ||||
Senior Credit Facilities | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, aggregate principal amount | $ 4,000,000,000 | ||||
5.000% Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, interest rate | 5% | 5% | 5% | ||
New Term Loan A Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, aggregate principal amount | $ 850,000,000 | ||||
New Term Loan A Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 1.75% | 1.75% | |||
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 0.10% | ||||
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 1.75% | ||||
New Term Loan A Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 2.50% | ||||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, aggregate principal amount | $ 350,000,000 | ||||
Revolving Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 1.75% | ||||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 0.10% | ||||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 1.75% | ||||
Revolving Credit Facility | Term A Facility and Revolving Credit Facility | SOFR | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 2.50% | ||||
New Term Loan B Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 2.75% | 2.75% | |||
New Term Loan B Credit Facility | New Term Loan B Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Interest expense | $ 256,000,000 | ||||
New Term Loan B Credit Facility | New Term Loan B Credit Facility | SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, rate added on variable rate | 0.50% | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility, aggregate principal amount | $ 50,000,000 |
Debt - Prior Senior Credit Faci
Debt - Prior Senior Credit Facilities (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jul. 01, 2022 | |
Line of Credit Facility [Line Items] | |||
Current portion of long-term debt | $ 74,836,000 | $ 403,212,000 | |
Long-term debt | 4,234,962,000 | 1,897,214,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | $ 350,000,000 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | $ 50,000,000 | ||
Bank of America, N.A. | |||
Line of Credit Facility [Line Items] | |||
Swing loan sub-facility maximum initial borrowing capacity | 20,000,000 | ||
Bank of America, N.A. | Senior Secured Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | 2,400,000,000 | ||
Current portion of long-term debt | 62,000,000 | ||
Long-term debt | 933,000,000 | ||
Debt extinguishment costs | $ 17,000,000 | ||
Bank of America, N.A. | Term A Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | $ 1,255,000,000 | ||
Debt agreement term | 5 years | ||
Bank of America, N.A. | Term B Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | $ 720,000,000 | ||
Debt agreement term | 7 years | ||
Bank of America, N.A. | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | $ 450,000,000 | ||
Debt agreement term | 5 years | ||
Bank of America, N.A. | Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Credit facility, aggregate principal amount | $ 25,000,000 |
Debt - Bridge Loan (Details)
Debt - Bridge Loan (Details) - Bridge Loan - USD ($) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jul. 01, 2022 | |
Line of Credit Facility [Line Items] | |||
Aggregate principal amount of bridge loan | $ 990,000,000 | ||
Interest expense | $ 18,000,000 | $ 3,000,000 |
Debt - Assumed Through Acquisit
Debt - Assumed Through Acquisition (Details) $ in Thousands, € in Millions | Dec. 21, 2021 | Jun. 30, 2023 USD ($) | Jul. 01, 2022 loan | Jun. 30, 2022 USD ($) | Dec. 21, 2020 EUR (€) |
Debt Instrument [Line Items] | |||||
Aggregate principal outstanding | $ 4,398,787 | ||||
Coherent Inc. | |||||
Debt Instrument [Line Items] | |||||
Number of loans assumed | loan | 3 | ||||
Aggregate principal outstanding | $ 24,000 | ||||
Line of credit | Coherent Inc. | Foreign Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 1.55% | ||||
Borrowing capacity | € | € 24 | ||||
Debt agreement term | 10 years | ||||
1.30% Term Loan due 2024 | Coherent Inc. | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 1.30% | ||||
1.00% State of Connecticut Term Loan due 2023 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal outstanding | $ 1,697 | $ 0 | |||
1.00% State of Connecticut Term Loan due 2023 | Coherent Inc. | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, interest rate | 1% |
Debt - Senior Notes and Additio
Debt - Senior Notes and Additional Information (Details) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 10, 2021 | Sep. 30, 2022 | Jun. 30, 2023 | Aug. 31, 2022 | Jul. 01, 2022 | Jun. 30, 2022 | Aug. 31, 2017 | |
Debt Instrument [Line Items] | |||||||
Aggregate principal outstanding | $ 4,398,787,000 | ||||||
Available credit under lines of credit | $ 348,000,000 | ||||||
Weighted average interest rate of total borrowings | 6% | 2% | |||||
Term A Facility | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal outstanding | $ 0 | $ 995,363,000 | |||||
5.000% Senior Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 5% | 5% | 5% | ||||
Aggregate principal amount | $ 990,000,000 | ||||||
Interest expense | $ 50,000,000 | ||||||
Aggregate principal outstanding | $ 990,000,000 | 990,000,000 | |||||
5.000% Senior Notes | Senior Notes, Redemption, Period One | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 100% | ||||||
5.000% Senior Notes | Senior Notes, Redemption, Period Two | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 40% | ||||||
5.000% Senior Notes | Senior Notes, Redemption, Period Three | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 105% | ||||||
0.25% Convertible Senior Note Due 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 0.25% | 0.25% | |||||
Aggregate principal amount | $ 345,000,000 | ||||||
Debt converted amount | $ 332,000,000 | ||||||
Debt conversion, shares issued (in shares) | 7 | ||||||
Aggregate principal outstanding | $ 0 | $ 4,000,000 | $ 341,501,000 |
Income Taxes - Components of Ea
Income Taxes - Components of Earnings (Losses) Before Income Taxes by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. income (loss) | $ (450,370) | $ (62,721) | $ 21,692 |
Non-U.S. income | 94,812 | 344,528 | 330,898 |
Earnings (loss) before income taxes | $ (355,558) | $ 281,807 | $ 352,590 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Current: | |||
Federal | $ 5 | $ 1,569 | $ 415 |
State | 3,867 | 768 | 1,632 |
Foreign | 106,850 | 52,865 | 53,362 |
Total Current | 110,722 | 55,202 | 55,409 |
Deferred: | |||
Federal | (106,044) | (7,185) | 13,744 |
State | (7,151) | (1,215) | (431) |
Foreign | (93,627) | 246 | (13,684) |
Total Deferred | (206,822) | (8,154) | (371) |
Total Income Tax Expense (Benefit) | $ (96,100) | $ 47,048 | $ 55,038 |
Income Taxes - Schedule of Prin
Income Taxes - Schedule of Principal Items Comprising Deferred Income Taxes (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Deferred income tax assets | ||
Inventory capitalization | $ 60,232 | $ 20,562 |
Non-deductible accruals | 18,423 | 8,403 |
Accrued employee benefits | 40,292 | 11,320 |
Net-operating loss and credit carryforwards | 234,546 | 149,949 |
Share-based compensation expense | 16,729 | 10,125 |
Other | 9,256 | 3,565 |
Research and development capitalization | 85,473 | 0 |
Deferred revenue | 11,415 | 12,416 |
Right of use asset | 42,688 | 29,817 |
Valuation allowances | (97,180) | (55,420) |
Total deferred income tax assets | 421,874 | 190,737 |
Deferred income tax liabilities | ||
Tax over book accumulated depreciation | (56,742) | (28,701) |
Intangible assets | (988,580) | (134,972) |
Tax on unremitted earnings | (51,672) | (26,383) |
Lease liability | (41,426) | (28,983) |
Other | (6,757) | (7,036) |
Total deferred income tax liabilities | (1,164,433) | (236,282) |
Net deferred income taxes | (742,559) | (45,545) |
Interest Rate Swap | ||
Deferred income tax liabilities | ||
Interest Rate swap/cap | (8,522) | (6,105) |
Interest Rate Cap | ||
Deferred income tax liabilities | ||
Interest Rate swap/cap | $ (10,734) | $ (4,102) |
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 | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |||
Taxes at statutory rate | $ (74,667) | $ 59,179 | $ 74,044 |
Increase (decrease) in taxes resulting from: | |||
State income taxes-net of federal benefit | (2,548) | (339) | 1,246 |
Taxes on non U.S. earnings | 191 | (2,704) | (26,557) |
Valuation allowance | 3,835 | (1,513) | (3,720) |
Research and manufacturing incentive deductions and credits | (29,416) | (24,341) | (22,968) |
Stock compensation | 18,661 | 2,095 | (2,500) |
GILTI and FDII | (7,195) | 4,866 | 27,369 |
Other | (4,961) | 9,805 | 8,124 |
Total Income Tax Expense (Benefit) | $ (96,100) | $ 47,048 | $ 55,038 |
Increase (decrease) in taxes resulting from: | |||
Taxes at statutory rate | 21% | 21% | 21% |
State income taxes-net of federal benefit, rate | 1% | 0% | 0% |
Taxes on non U.S. earnings, rate | 0% | (1.00%) | (7.00%) |
Valuation allowance, rate | (1.00%) | (1.00%) | (1.00%) |
Research and manufacturing incentive deductions and credits, rate | 8% | (9.00%) | (6.00%) |
Stock compensation, rate | (5.00%) | 1% | (1.00%) |
GILTI and FDII, rate | 2% | 2% | 8% |
Other, rate | 1% | 4% | 2% |
Total Effective Income Tax, rate | 27% | 17% | 16% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2019 | |
Income Tax Contingency [Line Items] | ||||
Estimated associated withholding tax related to previously taxed earnings | $ 52,000 | |||
Income taxes paid, net | $ 89,567 | $ 50,000 | $ 60,393 | |
Effective income tax rate, reductions | (2.27%) | 1.60% | 3.22% | |
Interest and penalties recognized within income tax expense (benefit) | $ 300 | $ 400 | $ 300 | |
Interest and penalties accrued | 6,000 | 3,000 | 3,000 | |
Unrecognized tax benefits that would impact effective tax rate | 92,000 | $ 25,000 | $ 26,000 | |
Unrecognized tax benefits expected decrease during the next 12 months | $ 1,000 | |||
Foreign Taxing Jurisdictions | ||||
Income Tax Contingency [Line Items] | ||||
Impact of income tax holiday on diluted earnings per share (in usd per share) | $ 0.05 | $ 0.04 | $ 0.10 |
Income Taxes - Schedule of Gros
Income Taxes - Schedule of Gross Operating Loss Carryforwards and Tax Credit Carryforwards (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Federal | |
Operating loss carryforwards: | |
Loss carryforwards | $ 40,411 |
Loss carryforwards, Indefinite | 2,182 |
Foreign | |
Tax credit carryforwards: | |
Tax credit carryforwards | 26,850 |
Operating loss carryforwards: | |
Loss carryforwards | 62,719 |
Loss carryforwards, Indefinite | 136,326 |
State | |
Tax credit carryforwards: | |
Tax credit carryforwards | 19,203 |
Tax credit carryforwards, Indefinite | 76,968 |
Operating loss carryforwards: | |
Loss carryforwards | 266,937 |
Loss carryforwards, Indefinite | 32,863 |
Federal research and development credits | Federal | |
Tax credit carryforwards: | |
Tax credit carryforwards | $ 124,892 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 37,411 | $ 38,025 | $ 42,803 |
Increases in current year tax positions | 110 | 1,803 | 3,940 |
Acquired business | 86,077 | 0 | 5,341 |
Settlements | 0 | 0 | (7,514) |
Expiration of statute of limitations | (8,418) | (2,417) | (6,545) |
Ending balance | $ 115,180 | $ 37,411 | $ 38,025 |
Equity and Redeemable Preferr_3
Equity and Redeemable Preferred Stock - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Jul. 03, 2023 shares | Jul. 01, 2022 USD ($) $ / shares shares | Jun. 08, 2021 USD ($) | Mar. 31, 2021 USD ($) d $ / shares shares | Mar. 31, 2021 $ / shares | Jul. 31, 2020 year d shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 shares | |
Class of Stock [Line Items] | |||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | ||||||||
Series A Mandatory Convertible Preferred Stock | Expected Term | |||||||||
Class of Stock [Line Items] | |||||||||
Measurement input | year | 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] | |||||||||
Preferred stock, shares issued (in shares) | 2,300,000 | ||||||||
Preferred stock, dividend rate, percentage | 6% | ||||||||
Series B Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, shares authorized (in shares) | 215,000 | ||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 215,000 | 75,000 | |||||||
Mandatory convertible preferred stock, par value (in usd per share) | $ / shares | $ 0 | $ 0 | |||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 215,000 | 75,000 | 75,000 | ||||||
Mandatory Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible preferred stock, right to convert, into common stock (in shares) | 1 | ||||||||
Mandatory convertible preferred stock, holder, days after effective date of change | d | 20 | ||||||||
Mandatory Convertible Preferred Stock | Dividend Declared | |||||||||
Class of Stock [Line Items] | |||||||||
Accrued preferred stock dividends | $ | $ 28 | $ 28 | |||||||
Mandatory Convertible Preferred Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Redeemable convertible preferred stock, shares issued (in shares) | 0 | ||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 4.4523 | ||||||||
Redeemable convertible preferred stock, shares outstanding (in shares) | 0 | ||||||||
Mandatory Convertible Preferred Stock | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 3.8760 | ||||||||
Mandatory Convertible Preferred Stock | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 4.4523 | ||||||||
Mandatory Convertible Preferred Stock | Underwritten Public Offering | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued and sold (in shares) | 2,300,000 | ||||||||
Common Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares converted (in shares) | 10,240,290 | ||||||||
Series B-1 Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Mandatory convertible preferred stock, par value (in usd per share) | $ / shares | $ 0 | $ 0 | |||||||
Shares issued and sold (in shares) | 75,000 | ||||||||
Equity per share price (in usd per share) | $ / shares | $ 10,000 | 10,000 | |||||||
Aggregate purchase price of stock sold | $ | $ 750 | ||||||||
Preferred stock, dividend rate, percentage | 5% | ||||||||
Debt instrument conversion, conversion price per share | $ / shares | $ 85 | $ 85 | |||||||
Common stock , conversion, if volume weighted average price, percentage exceeds applicable conversion price | 150% | ||||||||
Trading days | d | 20 | ||||||||
Consecutive trading days | d | 30 | ||||||||
Default on payment obligation, cure period | 30 days | ||||||||
Default on payment obligation, dividend rate, quarterly increase, percentage | 200% | ||||||||
Preferred stock, accretion of redemption value, period | 10 years | ||||||||
Series B-1 Convertible Preferred Stock | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 8% | ||||||||
Series B-1 Convertible Preferred Stock | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, default on payment obligation, dividend rate, percentage | 14% | 14% | |||||||
Series B-1 Convertible Preferred Stock | Over-Allotment Option | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate purchase price of stock sold | $ | $ 2,150 | ||||||||
Series B-2 Convertible Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued and sold (in shares) | 140,000 | ||||||||
Equity per share price (in usd per share) | $ / shares | $ 10,000 | ||||||||
Aggregate purchase price of stock sold | $ | $ 1,400 | ||||||||
Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Accrued preferred stock dividends | $ | $ 117 | $ 41 |
Equity and Redeemable Preferr_4
Equity and Redeemable Preferred Stock - Inputs Used to Estimate Future Market Value (Details) | Jul. 31, 2020 | Jul. 02, 2020 |
Expected Volatility | Minimum | Mandatory Convertible Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.50 | |
Expected Volatility | Maximum | Mandatory Convertible Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.55 | |
Cost of Equity | Minimum | Mandatory Convertible Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.14 | |
Cost of Equity | Maximum | Mandatory Convertible Preferred Stock | ||
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 | |
Dividend Yield | Mandatory Convertible Preferred Stock | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 |
Equity and Redeemable Preferr_5
Equity and Redeemable Preferred Stock - Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock dividends | $ 144,212 | $ 68,225 | $ 37,231 |
Series A Mandatory Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends per share (in usd per share) | $ 12 | $ 12 | |
Preferred stock dividends | $ 27,600 | $ 27,600 | |
Series B-1 Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Dividends per share (in usd per share) | $ 542 | $ 542 | |
Preferred stock dividends | $ 111,785 | $ 38,598 | |
Deemed dividends ($000) | $ 4,827 | $ 2,027 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Add back interest on Convertible Notes (net of tax) | |||
Net earnings (loss) | $ (259,458) | $ 234,759 | $ 297,552 |
Deduct Series A preferred stock dividends | (144,212) | (68,225) | (37,231) |
Net Earnings (Loss) available to the Common Shareholder | (403,670) | 166,534 | 260,321 |
Add back interest on Convertible Notes (net of tax) | 0 | 2,229 | 12,264 |
Diluted earnings (loss) available to common shareholders | $ (403,670) | $ 168,763 | $ 272,585 |
Denominator | |||
Weighted average shares (in shares) | 137,578 | 106,189 | 104,151 |
Effect of dilutive securities: | |||
Common stock equivalents (in shares) | 0 | 3,012 | 3,552 |
Diluted weighted average common shares (in shares) | 137,578 | 116,513 | 115,034 |
Basic earnings (loss) per common share (in usd per share) | $ (2.93) | $ 1.57 | $ 2.50 |
Diluted earnings (loss) per common share (in usd per share) | $ (2.93) | $ 1.45 | $ 2.37 |
Convertible Notes | |||
Effect of dilutive securities: | |||
Convertible Notes (in shares) | 0 | 7,312 | 7,331 |
Series A Preferred Stock | |||
Add back interest on Convertible Notes (net of tax) | |||
Deduct Series A preferred stock dividends | $ (27,600) | $ (27,600) | $ (27,140) |
Series B Convertible Preferred Stock | |||
Add back interest on Convertible Notes (net of tax) | |||
Deduct Series B dividends and deemed dividends | $ (116,612) | $ (40,625) | $ (10,091) |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 39,043 | 27,688 | 11,263 |
Series A Mandatory Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 10,423 | 8,915 | 8,915 |
Series B Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 26,349 | 9,162 | 2,230 |
Common stock equivalents | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total anti-dilutive shares | 2,271 | 9,611 | 118 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finance Lease Cost | |||
Amortization of right-of-use assets | $ 1,667 | $ 1,671 | $ 1,667 |
Interest on lease liabilities | 1,124 | 1,200 | 1,328 |
Total finance lease cost | 2,791 | 2,871 | 2,995 |
Operating lease cost | 53,127 | 36,716 | 37,361 |
Sublease income | 0 | 507 | 1,471 |
Total lease cost | 55,918 | 39,080 | 38,885 |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities | |||
Operating cash flows from finance leases | 1,124 | 1,200 | 1,268 |
Operating cash flows from operating leases | 50,503 | 35,481 | 35,641 |
Financing cash flows from finance leases | 1,430 | 1,290 | 1,152 |
Assets Obtained in Exchange for Lease Liabilities | |||
Right-of-use assets obtained in acquisitions | 56,315 | 0 | 13,391 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 27,720 | 18,161 | 52,839 |
Total assets obtained in exchange for new operating lease liabilities | $ 84,035 | $ 18,161 | $ 66,230 |
Weighted-Average Remaining Lease Term (in Years) | |||
Finance leases | 8 years 6 months | 9 years 6 months | 10 years 6 months |
Operating leases | 6 years 10 months 24 days | 6 years 7 months 6 days | 7 years |
Weighted-Average Discount Rate | |||
Finance leases | 5.60% | 5.60% | 5.60% |
Operating leases | 5.50% | 5.70% | 6.10% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Including Short Term Leases (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Operating Leases | |
Year 1 | $ 46,619 |
Year 2 | 40,401 |
Year 3 | 32,359 |
Year 4 | 25,848 |
Year 5 | 18,705 |
Thereafter | 55,493 |
Total minimum lease payments | 219,425 |
Less: amounts representing interest | $ 40,406 |
Finance Lease, Liability, Statement of Financial Position | Other liabilities |
Present value of total operating lease liabilities | $ 179,019 |
Finance Leases | |
Year 1 | 2,624 |
Year 2 | 2,697 |
Year 3 | 2,771 |
Year 4 | 2,847 |
Year 5 | 2,925 |
Thereafter | 10,763 |
Total minimum lease payments | 24,627 |
Less: amounts representing interest | 5,160 |
Present value of total finance lease liabilities | 19,467 |
Total | |
Year 1 | 49,244 |
Year 2 | 43,098 |
Year 3 | 35,129 |
Year 4 | 28,695 |
Year 5 | 21,630 |
Thereafter | 66,256 |
Total minimum lease payments | 244,052 |
Less: amounts representing interest | 45,565 |
Present value of total lease liabilities | $ 198,486 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock option issued (in shares) | 0 | 0 | ||
Dividend rate | 0% | |||
Aggregate intrinsic value of stock options and cash-based stock appreciation rights, outstanding | $ 44 | $ 48 | $ 88 | |
Aggregate intrinsic value of stock options and cash-based stock appreciation rights, exercisable | 44 | 48 | 88 | |
Total intrinsic value of stock options and cash-based stock appreciation rights, exercised | $ 5 | 8 | 49 | |
Unrecognized compensation cost, weighted-average period of recognition, years | 1 year | |||
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 | |||
Coherent Inc. | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unused capacity assumed (in shares) | 10,959,354 | |||
Restricted Share Units | Coherent Inc. | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Awards assumed from acquisition (in shares) | 403,675 | |||
Stock Options and Cash-Based Stock Appreciation Rights | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation expense attributable to non-vested shares | $ 1 | |||
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 | $ 88 | |||
Unrecognized compensation cost, weighted-average period of recognition, years | 2 years | |||
Share based compensation, vesting period years | 3 years | |||
Shares issued (in shares) | 0 | |||
Total fair value of restricted stock grant | $ 102 | 59 | 54 | |
Total fair value of restricted stock vested | 131 | 69 | 67 | |
Performance Share Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share based compensation expense attributable to non-vested shares | $ 15 | |||
Unrecognized compensation cost, weighted-average period of recognition, years | 1 year 8 months 23 days | |||
Share based compensation, vesting period years | 3 years | |||
Total fair value of restricted stock grant | $ 27 | 14 | 14 | |
Total fair value of restricted stock vested | $ 24 | $ 9 | $ 11 | |
Shares issued, percentage of target award based on actual results | 200% | |||
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) | 10,000,000 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense by Award Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation expense | $ 149,631 | $ 73,103 | $ 78,996 |
Stock Options and Cash-Based Stock Appreciation Rights | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation expense | 2,602 | 3,218 | 10,626 |
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 | 124,212 | 56,365 | 47,060 |
Performance Share Units and Cash Based Performance Share Units | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation expense | 14,998 | 10,077 | 16,640 |
Employee Stock | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share based compensation expense | $ 7,819 | $ 3,443 | $ 4,670 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option and Cash-Based Stock Appreciation Rights Activity (Details) | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of Shares | |
Outstanding- Beginning (in shares) | shares | 2,432,890 |
Exercised (in shares) | shares | (217,791) |
Forfeitures and Expired (in shares) | shares | (28,155) |
Outstanding - Ending (in shares) | shares | 2,186,944 |
Exercisable - Ending (in shares) | shares | 2,014,904 |
Weighted Average Exercise Price | |
Outstanding - Beginning (in usd per share) | $ / shares | $ 29.41 |
Exercised (in usd per share) | $ / shares | 21.22 |
Forfeited and Expired (in usd per share) | $ / shares | 34.12 |
Outstanding - Ending (in usd per share | $ / shares | 30.15 |
Exercisable - Ending (in usd per share) | $ / shares | $ 29.75 |
Cash-Based Stock Appreciation Rights | |
Number of Rights | |
Outstanding - Beginning (in shares) | shares | 127,562 |
Exercised (in shares) | shares | (24,134) |
Forfeited and Expired (in shares) | shares | (538) |
Outstanding - Ending (in shares) | shares | 102,890 |
Exercisable - Ending (in shares) | shares | 89,102 |
Weighted Average Exercise Price | |
Outstanding - Beginning (in usd per share) | $ / shares | $ 33.39 |
Exercised (in usd per share) | $ / shares | 26.05 |
Forfeited and Expired (in usd per share) | $ / shares | 30.04 |
Outstanding - Ending (in usd per share) | $ / shares | 35.12 |
Exercisable - Ending (in usd per share) | $ / shares | $ 35.12 |
Share-Based Compensation - Outs
Share-Based Compensation - Outstanding and Exercisable Options (Details) | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stock Options and Cash-Based Stock Appreciation Rights | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 2,289,834 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 1 month 6 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 30.38 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 2,104,006 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 3 years 10 months 24 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 29.98 |
$13.34 - $18.07 | |
Share-Based Payment Arrangement, Option, 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 Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 505,115 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 1 year 8 months 4 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 16.12 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 505,115 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 1 year 8 months 4 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 16.12 |
$18.07 - $24.35 | |
Share-Based Payment Arrangement, Option, 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 Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 425,490 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 2 years 10 months 13 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 21.33 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 425,490 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 2 years 10 months 13 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 21.33 |
$24.35 - $35.39 | |
Share-Based Payment Arrangement, Option, 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 Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 470,797 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 8 months 19 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 33.28 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 424,844 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 4 years 6 months 10 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 33.67 |
$35.39 - $36.90 | |
Share-Based Payment Arrangement, Option, 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 Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 518,636 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 6 years 2 months 8 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 36.46 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 380,503 |
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) | $ 36.46 |
$36.90 - $49.90 | |
Share-Based Payment Arrangement, Option, 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 Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Number of Shares (in shares) | shares | 369,796 |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Remaining Contractual Term (Years) | 5 years 25 days |
Stock Options and Cash-Based Stock Appreciation Rights Outstanding, Weighted Average Exercise Price (in usd per share) | $ 48.02 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Number of Shares (in shares) | shares | 368,054 |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Remaining Contractual Term (Years) | 5 years 25 days |
Stock Options and Cash-Based Stock Appreciation Rights Exercisable, Weighted Average Exercise Price (in usd per share) | $ 48.03 |
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, 2023 $ / shares shares | |
Restricted Share Units | |
Number of Shares /Units | |
Nonvested - Beginning (in shares) | shares | 1,898,178 |
Granted (in shares) | shares | 4,667,367 |
Vested (in shares) | shares | (2,881,311) |
Forfeited (in shares) | shares | (162,280) |
Nonvested - Ending (in shares) | shares | 3,521,954 |
Weighted Average Grant Date Fair Value | |
Nonvested - Beginning (in usd per share) | $ / shares | $ 54.24 |
Granted (in usd per share) | $ / shares | 50.82 |
Vested (in usd per share) | $ / shares | 49.93 |
Forfeited (in usd per share) | $ / shares | 52.11 |
Nonvested - Ending (in usd per share) | $ / shares | $ 53.33 |
Cash-Based Restricted Share Units | |
Number of Shares /Units | |
Nonvested - Beginning (in shares) | shares | 20,478 |
Granted (in shares) | shares | 3,415 |
Vested (in shares) | shares | (17,449) |
Forfeited (in shares) | shares | (469) |
Nonvested - Ending (in shares) | shares | 5,975 |
Weighted Average Grant Date Fair Value | |
Nonvested - Beginning (in usd per share) | $ / shares | $ 40.05 |
Granted (in usd per share) | $ / shares | 51.89 |
Vested (in usd per share) | $ / shares | 37.68 |
Forfeited (in usd per share) | $ / shares | 48.09 |
Nonvested - Ending (in usd per share) | $ / shares | $ 53.12 |
Share-Based Compensation - Perf
Share-Based Compensation - Performance Share Award Activity (Details) | 12 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Performance Share Units | |
Number of Shares | |
Nonvested - Beginning (in shares) | shares | 591,585 |
Granted (in shares) | shares | 525,914 |
Vested (in shares) | shares | (435,541) |
Forfeited (in shares) | shares | (16,496) |
Performance Adjustments (in shares) | shares | 217,175 |
Nonvested - Ending (in shares) | shares | 882,637 |
Weighted Average Grant Date Fair Value | |
Nonvested - Beginning (in usd per share) | $ / shares | $ 40.48 |
Granted (in usd per share) | $ / shares | 50.58 |
Vested (in usd per share) | $ / shares | 51.45 |
Forfeited (in usd per share) | $ / shares | 53.97 |
Performance Adjustments (in usd per share) | $ / shares | 0 |
Nonvested - Ending (in usd per share) | $ / shares | $ 36.11 |
Cash-Based Performance Share Units | |
Number of Shares | |
Nonvested - Beginning (in shares) | shares | 18,124 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (36,248) |
Forfeited (in shares) | shares | 0 |
Performance Adjustments (in shares) | shares | 18,124 |
Nonvested - Ending (in shares) | shares | 0 |
Weighted Average Grant Date Fair Value | |
Nonvested - Beginning (in usd per share) | $ / shares | $ 33.88 |
Granted (in usd per share) | $ / shares | 0 |
Vested (in usd per share) | $ / shares | 32.04 |
Forfeited (in usd per share) | $ / shares | 0 |
Performance Adjustments (in usd per share) | $ / shares | 32.04 |
Nonvested - Ending (in usd per share) | $ / shares | $ 0 |
Segment and Geographic Report_3
Segment and Geographic Reporting - Additional Information (Details) | 12 Months Ended | ||
Jul. 01, 2022 segment customerEndMarket | Jun. 30, 2023 customerEndMarket | Jun. 30, 2022 segment | |
Segment Reporting [Abstract] | |||
Number of reporting segments | segment | 3 | 2 | |
Number of customer end markets | customerEndMarket | 4 | 4 |
Segment and Geographic Report_4
Segment and Geographic Reporting - Financial Information of Company's Operation by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | $ 5,160,100 | $ 3,316,616 | $ 3,105,891 |
Inter-segment revenues | 0 | 0 | 0 |
Operating income (loss) | (37,120) | 414,294 | 402,119 |
Interest expense | (286,872) | (121,254) | (59,899) |
Other income, net | (31,566) | (11,233) | 10,370 |
Income taxes | 96,100 | (47,048) | (55,038) |
Net earnings (loss) | (259,458) | 234,759 | 297,552 |
Depreciation and amortization | 681,687 | 286,779 | 270,069 |
Expenditures for property, plant & equipment | 436,060 | 314,332 | 146,337 |
Segment assets | 13,711,133 | 7,844,846 | 6,512,650 |
Goodwill | 4,512,700 | 1,285,759 | 1,296,727 |
Unallocated & Other | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 0 | 0 | 0 |
Inter-segment revenues | (433,817) | (366,240) | (279,765) |
Operating income (loss) | 0 | (35,870) | (26,772) |
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 | 0 | 0 |
Expenditures for property, plant & equipment | 0 | 0 | 0 |
Segment assets | 0 | 0 | 0 |
Goodwill | 0 | 0 | 0 |
Networking | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 1,036,204 | 1,013,277 | 1,053,028 |
Networking | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 2,340,930 | 2,197,249 | 2,004,310 |
Inter-segment revenues | 70,120 | 93,660 | 76,284 |
Operating income (loss) | 222,365 | 231,563 | 201,453 |
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 | 172,339 | 172,092 | 160,458 |
Expenditures for property, plant & equipment | 98,192 | 89,616 | 85,482 |
Segment assets | 3,316,555 | 4,897,252 | 4,240,869 |
Goodwill | 1,036,204 | 1,013,277 | 1,017,562 |
Materials | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 247,695 | 272,482 | 243,699 |
Materials | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 1,349,758 | 1,119,367 | 1,101,581 |
Inter-segment revenues | 362,179 | 272,580 | 203,481 |
Operating income (loss) | 159,581 | 218,601 | 227,438 |
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 | 143,243 | 114,687 | 109,611 |
Expenditures for property, plant & equipment | 274,434 | 224,716 | 60,855 |
Segment assets | 2,561,156 | 2,947,594 | 2,271,781 |
Goodwill | 247,695 | 272,482 | 279,165 |
Lasers | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Goodwill | 3,228,801 | 0 | 0 |
Lasers | Operating Segments | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Revenues | 1,469,412 | 0 | 0 |
Inter-segment revenues | 1,517 | 0 | 0 |
Operating income (loss) | (419,066) | 0 | 0 |
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 | 366,105 | 0 | 0 |
Expenditures for property, plant & equipment | 63,434 | 0 | 0 |
Segment assets | 7,833,422 | 0 | 0 |
Goodwill | $ 3,228,801 | $ 0 | $ 0 |
Segment and Geographic Report_5
Segment and Geographic Reporting - Geographical Information of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 5,160,100 | $ 3,316,616 | $ 3,105,891 |
North America | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 2,745,891 | 1,771,385 | 1,560,254 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 979,911 | 623,157 | 567,703 |
China | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 577,180 | 614,393 | 680,479 |
Japan | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 392,479 | 196,512 | 203,655 |
Rest of World | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 464,639 | $ 111,169 | $ 93,800 |
Segment and Geographic Report_6
Segment and Geographic Reporting - Geographical Information of Long Lived Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 1,971,858 | $ 1,558,057 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 1,069,012 | 902,163 |
Non-United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 902,846 | 655,894 |
China | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 365,331 | 394,056 |
Germany | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 216,336 | 14,521 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 77,474 | 63,898 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 70,424 | 64,807 |
Switzerland | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 47,110 | 40,540 |
Sweden | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 38,981 | 28,030 |
Korea | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 20,869 | 4,325 |
Vietnam | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 17,739 | 16,844 |
Australia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 8,641 | 10,478 |
Taiwan | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 7,883 | 7,025 |
Philippines | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | 7,205 | 7,375 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-Lived Assets | $ 24,853 | $ 3,996 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2023 | Feb. 28, 2023 | Jun. 30, 2022 | Feb. 23, 2022 | Nov. 24, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative asset, statement of financial position | Prepaid and other current assets | ||||
Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 825 | $ 825 | $ 1,075 | ||
Fixed interest rate | 1.42% | 1.52% | |||
Floor interest rate | 0.10% | 0% | |||
Derivative asset | $ 37 | ||||
Interest Rate Cap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Fixed interest rate | 0.853% | ||||
Derivative asset | $ 46 | ||||
Interest Rate Cap | SOFR | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Derivative, trigger for right to receive payment, percent | 1.92% | ||||
Interest Rate Cap | Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 500 | ||||
Interest Rate Cap | Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount | $ 1,500 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value and Carrying Value of Senior Notes (Details) - Senior Notes $ in Thousands | Jun. 30, 2023 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value | $ 895,950 |
Carrying Value | $ 983,137 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 USD ($) definedBenefitPlan | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Pension adjustments, (increase) decrease | $ 6,105 | $ (15,719) | $ (2,347) |
401(k) Profit Sharing Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employee contribution | 50% | ||
Employer matching contribution, percent of employees' earnings | 8% | ||
Employer matching contribution, net of forfeitures | $ 11,000 | 10,000 | 9,000 |
Contributions to profit sharing retirement plan | $ 2,000 | 2,000 | $ 2,000 |
Employee Retirement and Investment Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of employees' earnings | 4% | ||
Employer matching contribution, net of forfeitures | $ 7,000 | ||
Swiss Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | 4,000 | 2,000 | |
Pension liability | 11,000 | 4,000 | |
Pension adjustments, (increase) decrease | 7,000 | (16,000) | |
Accumulated benefit obligation | $ 97,000 | $ 81,000 | |
German Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Number of defined benefit plans | definedBenefitPlan | 2 | ||
Acquired Plans | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions | $ 1,000 | ||
Pension liability | 32,000 | ||
Pension adjustments, (increase) decrease | (1,000) | ||
Accumulated benefit obligation | $ 42,000 |
Employee Benefit Plans - Schedu
Employee Benefit Plans - Schedule of Estimated Future Benefit Payments Under All Plan (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2024 | $ 7,700 |
2025 | 9,300 |
2026 | 8,000 |
2027 | 7,800 |
2028 | 8,900 |
Next five years | $ 50,700 |
Other Accrued Liabilities - Com
Other Accrued Liabilities - Components of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Other Liabilities Disclosure [Abstract] | ||
Contract liabilities | $ 104,477 | $ 22,960 |
Warranty reserves | 47,563 | 17,738 |
Accrued interest | 2,923 | 38,872 |
Other accrued liabilities | 155,318 | 120,260 |
Other accrued liabilities | $ 310,281 | $ 199,830 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments, 2022 | $ 569 |
Commitments, thereafter | $ 188 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Details) - USD ($) | 12 Months Ended | 107 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Aug. 31, 2014 | |
Equity [Abstract] | ||||
Share repurchase program, authorized amount | $ 50,000,000 | |||
Purchase of common stock (in shares) | 0 | 0 | 1,416,587 | |
Purchase of common stock | $ 22,000,000 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | $ 3,616,475 | $ 3,406,170 | $ 2,076,803 |
Other comprehensive income (loss) before reclassifications | 131,973 | (30,650) | 86,013 |
Amounts reclassified from AOCI | (20,080) | 14,216 | 15,637 |
Net current-period other comprehensive income | 111,893 | (16,434) | 101,650 |
Ending Balance | 4,987,551 | 3,616,475 | 3,406,170 |
Accumulated Other Comprehensive Income (Loss) | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (2,167) | 14,267 | (87,383) |
Ending Balance | 109,726 | (2,167) | 14,267 |
Foreign Currency Translation Adjustment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | (34,572) | 55,395 | (31,596) |
Other comprehensive income (loss) before reclassifications | 87,927 | (89,967) | 86,991 |
Amounts reclassified from AOCI | 0 | 0 | 0 |
Net current-period other comprehensive income | 87,927 | (89,967) | 86,991 |
Ending Balance | 53,355 | (34,572) | 55,395 |
Interest Rate Swap/Interest Rate Cap | Interest Rate Swap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 11,735 | (31,773) | (44,085) |
Other comprehensive income (loss) before reclassifications | 27,050 | 29,711 | (2,687) |
Amounts reclassified from AOCI | (19,301) | 13,797 | 14,999 |
Net current-period other comprehensive income | 7,749 | 43,508 | 12,312 |
Ending Balance | 19,484 | 11,735 | (31,773) |
Interest Rate Swap/Interest Rate Cap | Interest Rate Cap | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 14,306 | 0 | 0 |
Other comprehensive income (loss) before reclassifications | 22,322 | 14,306 | 0 |
Amounts reclassified from AOCI | 0 | 0 | 0 |
Net current-period other comprehensive income | 22,322 | 14,306 | 0 |
Ending Balance | 36,628 | 14,306 | 0 |
Defined Benefit Pension Plan | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning Balance | 6,364 | (9,355) | (11,702) |
Other comprehensive income (loss) before reclassifications | (5,326) | 15,300 | 1,709 |
Amounts reclassified from AOCI | (779) | 419 | 638 |
Net current-period other comprehensive income | (6,105) | 15,719 | 2,347 |
Ending Balance | $ 259 | $ 6,364 | $ (9,355) |
Restructuring and Synergy and_3
Restructuring and Synergy and Site Consolidation Plans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | May 20, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 119,101 | $ 0 | $ 0 | ||
Restructuring charges | 119,456 | 0 | $ 0 | ||
May 2023 Restructuring Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | $ 119,000 | ||||
Reimbursement arrangements | 65,000 | ||||
Restructuring accrual | 64,379 | 64,379 | 0 | ||
Restructuring, reimbursement receivable | 50,000 | 50,000 | |||
Restructuring charges | 184,101 | ||||
May 2023 Restructuring Plan | Networking | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 56,000 | ||||
May 2023 Restructuring Plan | Materials | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 60,000 | ||||
May 2023 Restructuring Plan | Lasers | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring costs | 3,000 | ||||
May 2023 Restructuring Plan | Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Reimbursement arrangements | 9,247 | ||||
Restructuring accrual | 64,379 | 64,379 | $ 0 | ||
Restructuring charges | 76,944 | ||||
May 2023 Restructuring Plan | Employee Severance | Other Accrued Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring accrual | 27,000 | 27,000 | |||
May 2023 Restructuring Plan | Employee Severance | Other Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring accrual | 37,000 | 37,000 | |||
Synergy and Site Consolidation Plan | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and related cost, expected cost | $ 250,000 | ||||
Restructuring charges | 20,000 | ||||
Synergy and Site Consolidation Plan | Cost of Goods Sold | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 17,000 | ||||
Synergy and Site Consolidation Plan | Internal Research and Development | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 3,000 | ||||
Synergy and Site Consolidation Plan | Lasers | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 20,000 | ||||
Synergy and Site Consolidation Plan | Employee Severance | Other Accrued Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring accrual | 4,000 | 4,000 | |||
Synergy and Site Consolidation Plan | Employee Severance | Other Liabilities | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring accrual | $ 5,000 | $ 5,000 |
Restructuring and Synergy and_4
Restructuring and Synergy and Site Consolidation Plans - Components and Restructuring Charges and Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring Reserve [Roll Forward] | ||||
Restructuring accruals | $ 119,456 | $ 0 | $ 0 | |
May 2023 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Restructuring accruals | 184,101 | |||
Reimbursement arrangements | (65,000) | |||
Reimbursement arrangement related accrual | 9,247 | |||
Payments | (12,565) | |||
Asset write-offs and other | (51,404) | |||
Ending Balance | $ 64,379 | 64,379 | 0 | |
Synergy and Site Consolidation Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring accruals | 20,000 | |||
Employee Severance | May 2023 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Restructuring accruals | 76,944 | |||
Reimbursement arrangements | (9,247) | |||
Reimbursement arrangement related accrual | 9,247 | |||
Payments | (12,565) | |||
Asset write-offs and other | 0 | |||
Ending Balance | 64,379 | 64,379 | 0 | |
Asset Write-Offs | May 2023 Restructuring Plan | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | |||
Restructuring accruals | 107,157 | |||
Reimbursement arrangements | (55,753) | |||
Reimbursement arrangement related accrual | 0 | |||
Payments | 0 | |||
Asset write-offs and other | (51,404) | |||
Ending Balance | $ 0 | $ 0 | $ 0 |
SCHEDULE II (Details)
SCHEDULE II (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 4,206 | $ 924 | $ 1,698 |
Charged to Expense | 1,793 | 3,292 | 301 |
Charged to Other Accounts | 3,112 | 0 | 0 |
Deduction from Reserves | (1,106) | (10) | (1,075) |
Balance at End of Year | 8,005 | 4,206 | 924 |
Warranty reserves | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 17,738 | 21,868 | 27,620 |
Charged to Expense | 40,475 | 7,718 | 2,134 |
Charged to Other Accounts | 29,196 | 0 | 0 |
Deduction from Reserves | (39,846) | (11,848) | (7,886) |
Balance at End of Year | 47,563 | 17,738 | 21,868 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 55,420 | 53,765 | 54,559 |
Charged to Expense | 4,035 | 2,157 | (2,545) |
Charged to Other Accounts | 37,725 | (502) | 1,751 |
Deduction from Reserves | 0 | 0 | 0 |
Balance at End of Year | $ 97,180 | $ 55,420 | $ 53,765 |