Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | May 06, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | IIVI | |
Entity Registrant Name | II-VI INC | |
Entity Central Index Key | 0000820318 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 63,522,201 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Current Assets | ||
Cash and cash equivalents | $ 221,210 | $ 247,038 |
Accounts receivable - less allowance for doubtful accounts of $1,437 at March 31, 2019 and $837 at June 30, 2018 | 252,361 | 215,032 |
Inventories | 301,861 | 248,268 |
Prepaid and refundable income taxes | 9,208 | 7,845 |
Prepaid and other current assets | 32,231 | 43,654 |
Total Current Assets | 816,871 | 761,837 |
Property, plant & equipment, net | 569,529 | 524,890 |
Goodwill | 319,935 | 270,678 |
Other intangible assets, net | 144,792 | 125,069 |
Investments | 76,452 | 69,215 |
Deferred income taxes | 5,021 | 2,046 |
Other assets | 9,377 | 7,926 |
Total Assets | 1,941,977 | 1,761,661 |
Current Liabilities | ||
Current portion of long-term debt | 23,834 | 20,000 |
Accounts payable | 101,243 | 89,774 |
Accrued compensation and benefits | 58,150 | 66,322 |
Accrued income taxes payable | 12,177 | 17,392 |
Other accrued liabilities | 44,371 | 42,979 |
Total Current Liabilities | 239,775 | 236,467 |
Long-term debt | 484,814 | 419,013 |
Deferred income taxes | 29,594 | 27,241 |
Other liabilities | 74,236 | 54,629 |
Total Liabilities | 828,419 | 737,350 |
Shareholders' Equity | ||
Preferred stock, no par value; authorized - 5,000,000 shares; none issued | ||
Common stock, no par value; authorized - 300,000,000 shares; issued - 76,227,982 shares at March 31, 2019; 75,692,683 shares at June 30, 2018 | 375,195 | 351,761 |
Accumulated other comprehensive income (loss) | (10,209) | (3,780) |
Retained earnings | 915,553 | 836,064 |
Shareholders' equity excluding treasury stock | 1,280,539 | 1,184,045 |
Treasury stock, at cost - 12,560,332 shares at March 31, 2019 and 12,395,791 shares at June 30, 2018 | (166,981) | (159,734) |
Total Shareholders' Equity | 1,113,558 | 1,024,311 |
Total Liabilities and Shareholders' Equity | $ 1,941,977 | $ 1,761,661 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 1,437 | $ 837 |
Preferred stock, par value | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | ||
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 76,227,982 | 75,692,683 |
Treasury stock, shares | 12,560,332 | 12,395,791 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 342,496 | $ 294,746 | $ 999,768 | $ 837,719 |
Costs, Expenses, and Other Expense (Income) | ||||
Cost of goods sold | 215,212 | 176,361 | 617,071 | 503,926 |
Internal research and development | 36,026 | 30,560 | 102,961 | 83,898 |
Selling, general and administrative | 60,128 | 53,346 | 171,787 | 153,156 |
Interest expense | 5,647 | 5,014 | 16,811 | 13,303 |
Other expense (income), net | (1,532) | (1,755) | (2,946) | (4,551) |
Total Costs, Expenses, & Other Expense (Income) | 315,481 | 263,526 | 905,684 | 749,732 |
Earnings Before Income Taxes | 27,015 | 31,220 | 94,084 | 87,987 |
Income Taxes | 2,377 | 1,122 | 14,595 | 27,152 |
Net Earnings | $ 24,638 | $ 30,098 | $ 79,489 | $ 60,835 |
Basic Earnings Per Share | $ 0.39 | $ 0.48 | $ 1.25 | $ 0.97 |
Diluted Earnings Per Share | $ 0.38 | $ 0.45 | $ 1.21 | $ 0.93 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net earnings | $ 24,638 | $ 30,098 | $ 79,489 | $ 60,835 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 8,680 | 15,703 | (6,425) | 30,885 |
Pension adjustment, net of taxes of $8 and ($1) for the three and nine months ended March 31, 2019, respectively, and ($32) and $- for the three and nine months ended March 31, 2018, respectively | 29 | (118) | (4) | |
Comprehensive income | $ 33,347 | $ 45,683 | $ 73,060 | $ 91,720 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Pension adjustment tax | $ 8 | $ (32) | $ (1) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities | ||
Net earnings | $ 79,489 | $ 60,835 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation | 55,616 | 47,157 |
Amortization | 12,011 | 10,992 |
Share-based compensation expense | 15,780 | 11,562 |
Losses on foreign currency remeasurements and transactions | 820 | 789 |
Earnings from equity investments | (2,778) | (2,607) |
Deferred income taxes | (5,895) | (1,612) |
Increase (decrease) in cash from changes in (net of effect of acquisitions): | ||
Accounts receivable | (30,936) | 5,644 |
Inventories | (50,100) | (33,446) |
Accounts payable | 14,706 | 12,205 |
Income taxes | (972) | 9,558 |
Accrued compensation and benefits | (7,802) | (6,039) |
Other operating net assets | 34,453 | (1,093) |
Net cash provided by operating activities | 114,392 | 113,945 |
Cash Flows from Investing Activities | ||
Additions to property, plant & equipment | (108,170) | (116,477) |
Purchases of businesses | (83,867) | (80,503) |
Purchases of equity investments | (4,480) | (51,655) |
Other investing activities | 118 | 429 |
Net cash used in investing activities | (196,399) | (248,206) |
Cash Flows from Financing Activities | ||
Proceeds from issuance of 0.25% convertible senior notes due 2022 | 345,000 | |
Proceeds from borrowings under Credit Facility | 150,000 | 100,000 |
Payments on borrowings under Credit Facility | (90,000) | (277,000) |
Proceeds from exercises of stock options | 7,507 | 8,836 |
Payments on earnout arrangements | (3,540) | |
Payments in satisfaction of employees' minimum tax obligations | (7,100) | (4,040) |
Purchases of treasury stock | (49,875) | |
Debt issuance costs | (10,061) | |
Net cash provided by financing activities | 56,867 | 112,860 |
Effect of exchange rate changes on cash and cash equivalents | (688) | 12,757 |
Net decrease in cash and cash equivalents | (25,828) | (8,644) |
Cash and Cash Equivalents at Beginning of Period | 247,038 | 271,888 |
Cash and Cash Equivalents at End of Period | 221,210 | 263,244 |
Cash paid for interest | 6,708 | 4,680 |
Cash paid for income taxes | 20,340 | 16,588 |
Non-cash transactions: | ||
Additions to property, plant & equipment included in accounts payable | $ 4,552 | $ 3,388 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) - 0.25% Convertible Senior Note Due 2022 | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Debt instrument, interest rate | 0.25% | 0.25% |
Debt instrument maturity date | Sep. 1, 2022 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock |
Beginning Balance at Jun. 30, 2017 | $ 900,563 | $ 269,638 | $ (13,778) | $ 748,062 | $ (103,359) |
Beginning Balance, shares at Jun. 30, 2017 | 74,081 | (10,940) | |||
Share-based and deferred compensation activities | (33,517) | $ 20,456 | $ (53,973) | ||
Share-based and deferred compensation activities (in shares) | 845 | (1,519) | |||
Net earnings | 60,835 | 60,835 | |||
Foreign currency translation adjustments | 30,885 | 30,885 | |||
Equity portion of convertible debt, net of issuance costs | 56,406 | $ 56,406 | |||
Ending Balance at Mar. 31, 2018 | 1,015,172 | $ 346,500 | 17,107 | 808,897 | $ (157,332) |
Ending Balance, shares at Mar. 31, 2018 | 74,926 | (12,459) | |||
Beginning Balance at Dec. 31, 2017 | 963,901 | $ 340,548 | 1,522 | 778,799 | $ (156,968) |
Beginning Balance, shares at Dec. 31, 2017 | 74,817 | (12,454) | |||
Share-based and deferred compensation activities | 5,588 | $ 5,952 | $ (364) | ||
Share-based and deferred compensation activities (in shares) | 109 | (5) | |||
Net earnings | 30,098 | 30,098 | |||
Foreign currency translation adjustments | 15,703 | 15,703 | |||
Pension adjustment, net of taxes | (118) | (118) | |||
Ending Balance at Mar. 31, 2018 | 1,015,172 | $ 346,500 | 17,107 | 808,897 | $ (157,332) |
Ending Balance, shares at Mar. 31, 2018 | 74,926 | (12,459) | |||
Beginning Balance at Jun. 30, 2018 | 1,024,311 | $ 351,761 | (3,780) | 836,064 | $ (159,734) |
Beginning Balance, shares at Jun. 30, 2018 | 75,693 | (12,396) | |||
Share-based and deferred compensation activities | 16,187 | $ 23,434 | $ (7,247) | ||
Share-based and deferred compensation activities (in shares) | 535 | (165) | |||
Net earnings | 79,489 | 79,489 | |||
Foreign currency translation adjustments | (6,425) | (6,425) | |||
Pension adjustment, net of taxes | (4) | (4) | |||
Ending Balance at Mar. 31, 2019 | 1,113,558 | $ 375,195 | (10,209) | 915,553 | $ (166,981) |
Ending Balance, shares at Mar. 31, 2019 | 76,228 | (12,561) | |||
Beginning Balance at Dec. 31, 2018 | 1,073,173 | $ 367,195 | (18,918) | 890,915 | $ (166,019) |
Beginning Balance, shares at Dec. 31, 2018 | 76,124 | (12,538) | |||
Share-based and deferred compensation activities | 7,038 | $ 8,000 | $ (962) | ||
Share-based and deferred compensation activities (in shares) | 104 | (23) | |||
Net earnings | 24,638 | 24,638 | |||
Foreign currency translation adjustments | 8,680 | 8,680 | |||
Pension adjustment, net of taxes | 29 | 29 | |||
Ending Balance at Mar. 31, 2019 | $ 1,113,558 | $ 375,195 | $ (10,209) | $ 915,553 | $ (166,981) |
Ending Balance, shares at Mar. 31, 2019 | 76,228 | (12,561) |
Condensed Consolidated Statem_7
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||||
Pension adjustment tax | $ 8 | $ 32 | $ (1) | |
Debt issuance costs | $ 1,694 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The condensed consolidated financial statements of II-VI Incorporated (“II-VI”, the “Company”, “we”, “us” or “our”) for the three and nine months ended March 31, 2019 and 2018 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Current Report on Form 8-K dated December 27, 2018. The consolidated results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet information as of June 30, 2018 was derived from the Company’s audited consolidated financial statements. Effective July 1, 2018, the Company realigned the composition of its operating segments. The Company moved Laser Systems Group from II-VI Laser Solutions to II-VI Photonics and moved Integrated Photonics, Inc. (“IPI”) from II-VI Photonics to II-VI Performance Products. All applicable segment information has been restated to reflect this change. Additionally, the Company renamed Laser Systems Group to II-VI Industrial Laser. |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 9 Months Ended |
Mar. 31, 2019 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recently Issued Financial Accounting Standards | Note 2. Recently Issued Financial Accounting Standards Revenue Recognition Pronouncement In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this standard on July 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. The Company does not expect the standard to have a significant effect on its results of operations, liquidity or financial position in fiscal year 2019. The Company implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard. For the disclosures required by this ASU, see Note 5. Revenue from Contracts with Customers. Other Adopted Pronouncements In March 2017, the FASB issued ASU 2017-07, Compensation (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This update affects employers’ presentation of defined benefit retirement plan costs. With the adoption of this standard, the Company restated the prior periods ending June 30, 2018, 2017, and 2016. These restatements did not have a material effect on the Company’s Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This update requires that when intra-entity asset transfers occur, the entity must recognize tax effects in the period in which the transfer occurs. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flow. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This update requires entities to measure equity investments at fair value and recognize any changes in fair value in net income. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. Pronouncements Currently Under Evaluation In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The new standard will become effective for the Company’s fiscal year 2020, which begins on July 1, 2019. In July 2018, the FASB issued targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has elected to utilize the optional transition method. We have reviewed the requirements of this standard and are executing our plan for implementation. We have evaluated our leasing arrangements and selected a software repository to track all of our lease agreements to assist in the reporting and disclosures required by the standard. We will continue to assess and disclose the impact that this new guidance will have on our consolidated financial statements, disclosures and related controls, when known. We expect that the adoption will result in an increase to our long-term assets and long-term liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations. In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which among other things, requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company is in the process of evaluating the impact of the pronouncement. |
Pending Merger
Pending Merger | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Pending Merger | Note 3. Pending Merger II-VI and Finisar Corporation (“Finisar”) have entered into an Agreement and Plan of Merger, dated as of November 8, 2018 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Mutation Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of II-VI, will be merged with and into Finisar, and Finisar will continue as the surviving corporation in the merger and a wholly owned subsidiary of II-VI (the “Merger”). If the Merger is consummated, Finisar stockholders will be entitled to receive, at their election, consideration per share of common stock of Finisar (the “Finisar Common Stock”) consisting of (i) $26.00 in cash, without interest (the “Cash Election Consideration”), (ii) 0.5546 shares of II-VI common stock (the shares, the “II-VI Common Stock,” and the consideration, the “Stock Election Consideration”), or (iii) a combination of $15.60 in cash, without interest, and 0.2218 shares of II-VI Common Stock (the “Mixed Election Consideration,” and, together with the Cash Election Consideration and the Stock Election Consideration, the “Merger Consideration”). The Cash Election Consideration and the Stock Election Consideration are subject to proration adjustment pursuant to the terms of the Merger Agreement such that the aggregate Merger Consideration will consist of approximately 60% cash and approximately 40% II-VI Common Stock. At the effective time of the Merger (the “Effective Time”), each option granted pursuant to Finisar’s 2005 Stock Incentive Plan, as such plan has been further amended and restated (each, a “Finisar Stock Option”), or portion thereof, that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) will be cancelled, terminated and converted into the right to receive an amount of Mixed Election Consideration that would be payable to a holder of such number of shares of Finisar Common Stock equal to the quotient of (i) the product of (a) the excess, if any, of $26.00 over the exercise price per share of such Finisar Stock Option multiplied by divided by At the Effective Time, each restricted stock unit granted pursuant to Finisar’s 2005 Stock Incentive Plan, as such plan has been further amended and restated, each, a “Finisar Restricted Stock Unit”), or portion thereof, that is outstanding and subject to a performance-based vesting condition that relates solely to the value of Finisar Common Stock will, to the extent such Finisar Restricted Stock Unit vests in accordance with its terms in connection with the Merger (the “Participating RSUs”), be cancelled and extinguished and converted into the right to receive the Cash Election Consideration, the Stock Election Consideration or the Mixed Election Consideration at the election of the holder of such Participating RSUs, subject to proration adjustment. At the Effective Time, each Finisar Restricted Stock Unit (or portion thereof) that is outstanding and unvested, does not vest in accordance with its terms in connection with the Merger and is either (x) subject to time-based vesting requirements only or (y) subject to a performance-based vesting condition other than the value of Finisar Common Stock will be assumed by II-VI (each, an “Assumed RSU”). Each Assumed RSU will be subject to substantially the same terms and conditions as applied to the related Finisar Restricted Stock Unit immediately prior to the Effective Time, including the vesting schedule (and the applicable performance-vesting conditions in the case of a grant contemplated by clause (y) of the preceding sentence) and any provisions for accelerated vesting applicable thereto, except that the number of shares of II-VI Common Stock subject to each Assumed RSU will be equal to the product of (i) the number of shares of Finisar Common Stock underlying such unvested Finisar Restricted Stock Unit award as of immediately prior to the Effective Time multiplied by (ii) the sum of (a) 0.2218 plus (b) the quotient obtained by dividing (1) $15.60 by (2) the volume weighted average price per share of II-VI Common Stock (rounded to the nearest cent) on the Nasdaq Global Select Market for the ten consecutive trading days ending on (and including) the third trading day immediately prior to the Effective Time (with the resulting number rounded down to the nearest whole share). II-VI filed with the Securities and Exchange Commission a registration statement on Form S-4 relating to the Merger, and that registration statement became effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended, on February 7, 2019. Shareholders of II-VI and stockholders of Finisar voted to approve proposals related to the Merger at special meetings held on March 26, 2019 by the respective companies. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Merger has expired without a request for additional information. Other regulatory approvals applicable to the Merger have been obtained in Germany, Mexico and Romania. On November 8, 2018, in connection with its entry into the Merger Agreement, II-VI entered into a commitment letter (together with a related fee letter) with Bank of America, N.A., which was subsequently amended and restated on December 7, 2018 and on December 14, 2018 (together with one or more related fee letters, the “Commitment Letter”). Subject to the terms and conditions set forth in the Commitment Letter, the lender parties thereto severally committed to provide 100% of up to $2.425 billion in aggregate principal amount of senior secured credit facilities of II-VI. On March 4, 2019, II-VI entered into a Credit Agreement, dated as of March 4, 2019 (the “New Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. Pursuant to the terms and subject to the conditions therein, the New Credit Agreement provides for senior secured financing of $1.625 billion in the aggregate, consisting of (i) a five-year senior secured first-lien term A loan facility in an aggregate principal amount of $1.175 billion (the “Term A Facility”) and (ii) a five-year senior secured first-lien revolving credit facility in an aggregate principal amount of $450.0 million (the “Revolving Credit Facility” and together with the Term A Facility, the “New Senior Credit Facilities”). The New Credit Agreement also provides for a letter of credit sub-facility not to exceed $25.0 million and a swing loan sub-facility initially not to exceed $20.0 million, subject to adjustment in accordance with the terms of the New Credit Agreement. II-VI anticipates using the proceeds from the Term A Facility, together with a separately committed term B loan facility in an aggregate principal amount of up to $800.0 million (the “Term B Facility”) and cash and short-term investments of II-VI and Finisar, to pay the cash portion of the merger consideration payable in connection with the Merger and related fees and expenses. II-VI currently does not intend to draw on the Revolving Credit Facility in order to fund the cash portion of the merger consideration payable in connection with the Merger. The funding obligations of the lenders under the New Senior Credit Facilities are subject to certain currently unsatisfied conditions, including the consummation of the Merger. Accordingly, no borrowings are currently outstanding under the New Senior Credit Facilities, and II-VI currently is not able to borrow under the New Senior Credit Facilities. Further, II-VI expects that the New Credit Agreement will be amended prior to the Closing Date to reflect syndication of the Term B Facility and to finalize certain other terms in the New Credit Agreement. Upon the consummation of the Merger, the New Senior Credit Facilities, governed by the New Credit Agreement as it may be amended as of such time, will be used (i) to refinance in full the Amended Credit Facility (as defined in Note 10) and (ii) on or after the date of the consummation of the Merger, to repay amounts owed in connection with Finisar’s outstanding convertible notes, currently in an aggregate principal amount outstanding of $575.0 million, including the proceeds of a portion of the Term A Facility which will be available to II-VI for a certain period after the initial funding under the New Senior Credit Facilities. Unless and until the Merger is consummated and the other currently unsatisfied conditions to the funding obligations of the lenders under the New Senior Credit Facilities are satisfied or waived, the Amended Credit Facility remains in effect in accordance with its terms. The completion of the Merger is subject to the satisfaction or waiver of certain additional customary closing conditions, including review and approval of the Merger by the State Administration for Market Regulation in China. Subject to the satisfaction or waiver of each of the closing conditions, II-VI and Finisar expect that the Merger will be completed approximately the middle of 2019. However, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Note 4 . Acquisitions CoAdna Holdings, Inc. In September 2018, the Company acquired CoAdna Holdings, Inc. (“CoAdna”), a previously publicly traded company on the Taiwan Stock Exchange with headquarters in Sunnyvale, CA, in a cash transaction valued at approximately $85.0 million, inclusive of cash acquired of approximately $42.2 million at closing. CoAdna is a global leader in wavelength selective switches based on its patented liquid crystal platform. CoAdna operates within the Company’s II-VI Photonics operating segment. Due to the timing of the acquisition, the Company is still in the process of measuring the fair value of assets acquired and liabilities assumed, including tangible and intangible assets and related deferred income taxes. The following table presents the preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition, as the Company intends to finalize its accounting for the acquisition of CoAdna within one year from the date of acquisition ($000): Assets Accounts receivable $ 5,684 Inventories 6,189 Prepaid and other assets 2,866 Property, plant & equipment 3,181 Intangible assets 16,072 Goodwill 24,844 Total assets acquired $ 58,836 Liabilities Accounts payable $ 4,006 Other accrued liabilities 2,717 Accrued income taxes 5,791 Deferred tax liabilities 3,506 Total liabilities assumed 16,020 Net assets acquired $ 42,816 The goodwill of $24.8 million is included in the II-VI Photonics segment and is attributed to the expected synergies and the assembled workforce of CoAdna. None of the goodwill is deductible for income tax purposes. The fair value of accounts receivable acquired was $5.7 million, with the gross contractual amount being $5.7 million. The Company expensed transaction costs during the nine months ended March 31, 2019 of $1.9 million. The amount of revenues of CoAdna included in the Company’s Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2019, was $2.3 million and $12.4 million, respectively. The amount of net loss of CoAdna included in the Company’s Condensed Consolidated Statement of Earnings for the three and nine months ended March 31, 2019 was immaterial. Purchase of a Product Line In November 2018, the Company acquired certain assets of a product line in a cash transaction valued at approximately $10.0 million. In conjunction with the acquisition of the product line, the Company acquired inventory of $0.2 million, equipment of $2.3 million, acquired technology of $6.3 million, and recorded goodwill of $1.2 million. The goodwill is deductible for income tax purposes. The goodwill is recorded in the II-VI Photonics segment and is attributed to the workforce acquired as part of the transaction. Transaction expenses for this acquisition were insignificant for the three and nine months ended March 31, 2019. Redstone Aerospace Corporation In March 2019, the Company acquired Redstone Aerospace Corporation (“Redstone”), an aerospace and defense company located in Colorado. Redstone has unique capabilities to continue our growth in the emerging high-energy market. The consideration consisted of initial cash paid at the acquisition date of $28.0 million, net of cash acquired. In addition, the acquisition agreement provides up to a maximum of $2.0 million of additional cash earn out opportunities based on achievement of certain agreed-upon financial objectives. The following table presents the preliminary purchase price at the date of acquisition ($000): Net cash paid at acquisition $ 27,959 Fair value of cash earn out arrangement 1,776 Purchase price $ 29,735 Due to the timing of the acquisition, the Company is still in the process of measuring the fair value of assets acquired and liabilities assumed, including tangible and intangible assets and related deferred income taxes. The following table presents a preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000): Assets Accounts receivable $ 1,800 Property, plant & equipment 300 Intangible assets 9,100 Goodwill 19,700 Total assets acquired $ 30,900 Liabilities Non-Interest bearing liabilities $ 1,165 Total liabilities assumed 1,165 Net assets acquired $ 29,735 The goodwill is recorded in the II-VI Performance Products segment and is attributed to the technology and workforce acquired as part of the transaction. The goodwill is non-deductible for income tax purposes. At the time of the acquisition, the Company expected to collect all of the accounts receivable. Transaction expenses for this acquisition were insignificant for the three and nine months ended March 31, 2019. The amount of revenues and net earnings from the acquisition included in the Company’s Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2019 were insignificant. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 9 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue from Contracts with Customers | Note 5 . Revenue from Contracts with Customers As discussed in Note 2, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), on July 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity and did not materially change the Company's amount and timing of recognition of revenues. The Company applied the ASU only to contracts that were not completed as of July 1, 2018. The Company has elected to exclude all taxes from the measurement of the transaction price. Revenue under ASC 606 is recognized when or as obligations under the terms of a contract with the Company’s customer have been satisfied and control has transferred to the customer. For contracts with commercial customers, which comprise the majority of the Company’s performance obligations, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product (“Direct Ship Parts”) to the customer or receipt of the product by the customer and without significant judgments. The majority of contracts typically require payment within 30 to 60 days after transfer of ownership to the customer. Contracts with the United States (“U.S.”) government through its prime contractors are typically for products or services with no alternative future use to the Company with an enforceable right to payment for performance completed to date, whereas commercial contracts typically have alternative use. Customized products with no alternative future use to the Company with an enforceable right to payment for performance completed to date are recorded over time utilizing the output method of units delivered. The Company considers this to be a faithful depiction of the transfer to the customer of revenue over time due to short cycle time and immaterial work-in-process balances. The majority of contracts typically require payment within 30 to 60 days after transfer of ownership to the customer. Service revenue includes repairs, non-recurring engineering, tolling arrangements and installation. Repairs, tolling and installation activities are usually completed in a short period of time (normally less than one month) and therefore recorded at a point in time when the services are completed. Non-recurring engineering arrangements are typically recognized over time under the time and material practical expedient, as the entity has a right to consideration from a customer, in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The majority of contracts typically require payment within 60 days. The Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year. Because the Company’s performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company has recognized amounts due from contracts with customers of $252.4 million as accounts receivable, as of March 31, 2019, net of allowance for doubtful accounts within the Condensed Consolidated Balance Sheet. Costs to Obtain and Fulfill a Contract Under ASC 606, the Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administration expenses. The Company has elected to recognize the costs for freight and shipping when control over products has transferred to the customer as an expense in cost of sales. The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of future returns, based on historical experience. The Company makes estimates evaluating its allowance for doubtful accounts. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified. The Company offers an assurance-type limited warranty that products will be free from defects in materials and workmanship. The warranty is typically one year or the industry standard in length and is limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. The products are not sold with a right of return. Disaggregation of Revenue The following tables summarize disaggregated revenue by revenue market, and product for the three and nine months ended March 31, 2019 ($000): Three Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Solutions Photonics Products Total Commercial Direct Ship Parts $ 94,907 $ 164,074 $ 49,094 $ 308,075 Services 267 2,399 2,348 5,014 U.S. Government Direct Ship Parts $ 2,286 $ - $ 24,858 $ 27,144 Services 14 - 2,249 2,263 Total Revenues $ 97,474 $ 166,473 $ 78,549 $ 342,496 Nine Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Solutions Photonics Products Total Commercial Direct Ship Parts $ 298,671 $ 455,404 $ 130,895 $ 884,970 Services 2,520 5,919 6,979 15,418 U.S. Government Direct Ship Parts $ 8,021 $ - $ 79,810 $ 87,831 Services 14 - 11,535 11,549 Total Revenues $ 309,226 $ 461,323 $ 229,219 $ 999,768 |
Other Investments
Other Investments | 9 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Other Investments | Note 6 . Other Investments Equity Investment in Privately-Held Company In November 2017, the Company acquired a 93.8% equity investment in a privately-held company (“Equity Investment”) for $51.5 million. In addition, the Company paid $0.2 million for a working capital adjustment to that purchase price. The Company’s pro-rata share of earnings/(loss) from this investment for the three and nine months ended March 31, 2019 was $(0.2) million and $1.8 million, respectively. The Company’s pro rata share of earnings from this investment for the three and nine months ended March 31, 2018 was $0.8 million and $2.0 million, respectively, and was recorded in other expense (income), net in the Condensed Consolidated Statements of Earnings. This investment is accounted for under the equity method of accounting. The following table summarizes the Company's equity in this nonconsolidated investment: Interest Ownership % as of Equity as of Location Type March 31, 2019 March 31, 2019 ($000) USA Equity Investment 93.8% $ 58,174 The Equity Investment has been determined to be a variable interest entity because the Company has an overall 93.8% economic position in the investee, comprising a significant portion of its capitalization, but has only a 25% voting interest. The Company’s right to receive rewards and obligation to absorb expected losses is disproportionate to its voting interest. The Company is not the primary beneficiary because it does not have the power to direct the activities of the equity investment that most significantly impact its economic performance. Certain business decisions, including decisions with respect to operating budgets, material capital expenditures, indebtedness, significant acquisitions or dispositions, and strategic decisions, require the approval of owners holding a majority percentage in the Equity Investment. Beginning on the date it was acquired, the Company accounted for its interest as an equity method investment, as the Company has the ability to exercise significant influence over operating and financial policies of the Equity Investment. As of March 31, 2019 and June 30, 2018, the Company’s maximum financial statement exposure related to this Equity Investment was approximately $58.2 million and $56.3 million, respectively, which is included in Investments on the Condensed Consolidated Balance Sheet as of March 31, 2019. The Company has the right to purchase all of the outstanding interest of each of the minority equity holders, and the minority equity holders have the right to cause the Company to purchase all of their outstanding interests, at any time on or after the third anniversary of the investment, or earlier upon certain events. The purchase price is equal to the greater of: (a) (i) the product of the aggregate trailing 12-month revenues of the equity investment preceding the date of purchase, multiplied by (ii) a factor of 2.9 multiplied by (iii) a factor of 0.723, multiplied by (iv) the percentage interest owned by each minority equity holder and (b) $966,666. The Company performed a Monte Carlo simulation to estimate the fair value of the net put option at the investment date and recorded a liability of $2.2 million in Other long-term liabilities in the Condensed Consolidated Balance Sheet in accordance with ASC 815-10, Derivatives and Hedging. The fair value of the net put option is adjusted as necessary on a quarterly basis, with any changes in the fair value recorded through earnings. The change in fair value of the net purchase option from the investment date to March 31, 2019 was not material. Guangdong Fuxin Electronic Technology Equity Investment The Company has an equity investment of 20.2% in Guangdong Fuxin Electronic Technology, based in Guangdong Province, China, which is accounted for under the equity method of accounting. The total carrying value of the investment recorded at March 31, 2019 and June 30, 2018 was $13.8 million and $12.9 million, respectively. During the three and nine months ended March 31, 2019, the Company’s pro-rata share of earnings from this investment was $0.2 million and $0.9 million, respectively. During the three and nine months ended March 31, 2018, the Company’s pro-rata share of earnings from this investment was $0.2 million and $0.5 million, respectively. Equity earnings were recorded in other expense (income), net in the Condensed Consolidated Statements of Earnings. Other Equity Investment During the quarter ended September 30, 2018, the Company acquired a 10% equity investment in a privately-held company for $4.5 million. The Company has determined that the equity interest does not give it the ability to exercise significant influence or joint control. Therefore, the Company will not account for this investment under the equity method of accounting. Under ASU 2016-01, Financial Instruments, the Company has elected the measurement alternative, as the investment does not have a readily determinable fair value. Under the alternative, the Company measures the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of the Company for which there were none during the quarter ended March 31, 2019. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 7 . Inventories The components of inventories were as follows ($000): March 31, June 30, 2019 2018 Raw materials $ 122,416 $ 97,502 Work in progress 101,320 83,002 Finished goods 78,125 67,764 $ 301,861 $ 248,268 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8 . Property, Plant and Equipment Property, plant and equipment consists of the following ($000): March 31, June 30, 2019 2018 Land and improvements $ 8,992 $ 9,072 Buildings and improvements 230,024 216,507 Machinery and equipment 718,020 633,934 Construction in progress 85,153 88,350 1,042,189 947,863 Less accumulated depreciation (472,660 ) (422,973 ) $ 569,529 $ 524,890 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Note 9 . Goodwill and Other Intangible Assets Effective July 1, 2018, the Company realigned the composition of its operating segments. The Company moved Laser Systems Group from II-VI Laser Solutions to II-VI Photonics and moved IPI from II-VI Photonics to II-VI Performance Products. All applicable information has been restated to reflect this change. The Company used the relative fair value method to reallocate goodwill to the associated reporting units in connection with the realignment. Changes in the carrying amount of goodwill were as follows ($000): Nine Months Ended March 31, 2019 II-VI Laser II-VI II-VI Performance Solutions Photonics Products Total Balance-beginning of period $ 98,737 $ 109,670 $ 62,271 $ 270,678 Goodwill acquired - 26,015 23,349 49,364 Foreign currency translation (85 ) (22 ) - (107 ) Balance-end of period $ 98,652 $ 135,663 $ 85,620 $ 319,935 The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of March 31, 2019 and June 30, 2018 were as follows ($000): March 31, 2019 June 30, 2018 Gross Net Gross Net Carrying Accumulated Book Carrying Accumulated Book Amount Amortization Value Amount Amortization Value Technology and Patents $ 91,832 $ (37,688 ) $ 54,144 $ 66,812 $ (32,979 ) $ 33,833 Trademarks 15,825 (1,569 ) 14,256 15,882 (1,471 ) 14,411 Customer Lists 134,189 (57,797 ) 76,392 127,603 (50,792 ) 76,811 Other 1,570 (1,570 ) - 1,573 (1,559 ) 14 Total $ 243,416 $ (98,624 ) $ 144,792 $ 211,870 $ (86,801 ) $ 125,069 As a result of the July 1, 2018 segment realignment, the Company reviewed the recoverability of the carrying value of goodwill at its reporting units. The Company performed a quantitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. The Company did not record any impairment of goodwill or long-lived assets, as the quantitative assessment did not indicate deterioration in the fair value of its reporting units. In conjunction with the acquisition of CoAdna, the Company recorded $9.8 million attributed to the value of technology and patents and $6.3 million of customer lists. The intangibles were recorded based on the Company’s preliminary purchase price allocation utilizing either a discounted cash flow or relief from royalty method to derive the fair value. The valuation is expected to be finalized within one year from the date of acquisition. In conjunction with the acquisition of the product line, the Company recorded $6.3 million of acquired technology. The acquired technology was recorded based on the Company’s preliminary purchase price allocation utilizing a relief from royalty method to derive the fair value. The valuation is expected to be finalized within one year of the date of acquisition. In conjunction with the acquisition of Redstone, the Company recorded $9.1 million of acquired technology. The acquired technology was recorded based on the Company’s preliminary purchase price allocation utilizing a relief from royalty method to derive the fair value. The valuation is expected to be finalized within one year of the date of acquisition. Technology and patents are being amortized over a range of 60 to 240 months, with a weighted average remaining life of approximately 86 months. Customer lists are being amortized over a range of approximately 120 to 240 months, with a weighted average remaining life of approximately 131 months. The gross carrying amount of trademarks includes $14.0 million of acquired trade names with indefinite lives that are not amortized but tested annually for impairment or more frequently if a triggering event occurs. Included in the gross carrying amount and accumulated amortization of the Company’s intangible assets is the effect of foreign currency translation on that portion of the intangible assets relating to the Company’s foreign subsidiaries. At March 31, 2019, the estimated amortization expense for the existing intangible assets for each of the five succeeding fiscal years is as follows ($000): Fiscal Year Ending June 30, Amount Remaining 2019 $ 4,500 2020 17,900 2021 16,600 2022 14,900 2023 14,500 |
Debt
Debt | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 . Debt The components of debt for the periods indicated were as follows ($000): March 31, June 30, 2019 2018 0.25% convertible senior notes $ 345,000 $ 345,000 Convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount (47,042 ) (56,409 ) Term loan, interest at LIBOR, as defined, plus 1.75% 50,000 65,000 Line of credit, interest at LIBOR, as defined, plus 1.75% 155,000 80,000 Credit facility unamortized debt issuance costs (852 ) (1,126 ) Yen denominated line of credit, interest at LIBOR, as defined, plus 1.75% 2,708 2,714 Note payable assumed in IPI acquisition 3,834 3,834 Total debt 508,648 439,013 Current portion of long-term debt (23,834 ) (20,000 ) Long-term debt, less current portion $ 484,814 $ 419,013 0.25% Convertible Senior Notes On August 24, 2017, the Company entered into a purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $300 million aggregate principal amount of our 0.25% convertible senior notes due 2022 (the "Notes") in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended. In addition, we granted the Initial Purchasers a 30-day option to purchase up to an additional $45 million aggregate principal amount of the Notes (the “Over-Allotment Option”). As a result of our cash conversion option, the Company separately accounted for the value of the embedded conversion option as a debt discount. The value of the embedded conversion option was determined based on the estimated fair value of the debt without the conversion feature, which was determined using an expected present value technique (income approach) to estimate the fair value of similar nonconvertible debt; the debt discount is being amortized as additional non-cash interest expense over the term of the Notes using the effective interest method. The equity component, which amounts to $56.4 million, net of issuance costs of $1.7 million, is not remeasured as long as it continues to meet the conditions for equity classification. The initial conversion rate is 21.25 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $47.06 per share of common stock. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. The if-converted value of the Notes amounted to $273.0 million as of March 31, 2019 and $318.5 million as of June 30, 2018 (based on the Company’s closing stock price on the last trading day of the fiscal periods then ended). As of March 31, 2019, the Notes are not yet convertible based upon the Notes’ conversion features. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. The following tables set forth total interest expense recognized related to the Notes for the three and nine months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 Nine Months Ended March 31, 2019 0.25% contractual coupon $ 216 $ 656 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,112 9,367 Interest expense $ 3,328 $ 10,023 Three Months Ended March 31, 2018 Nine Months Ended March 31, 2018 0.25% contractual coupon $ 216 $ 513 Amortization of debt discount and debt issuance costs including initial purchaser discount 2,974 7,017 Interest expense $ 3,190 $ 7,530 The effective interest rate on the liability component for both periods presented was 4.5%. The unamortized discount amounted to $41.1 million as of March 31, 2019 and is being amortized over 4 years. Amended Credit Facility On July 28, 2016, the Company amended and restated its existing credit agreement. The Third Amended and Restated Credit Agreement (the “Amended Credit Facility”) provides for a revolving credit facility of $325 million, as well as a $100 million term loan. The term loan is being repaid in consecutive quarterly principal payments on the first business day of each January, April, July and October, with the first payment having commenced on October 1, 2016, as follows: (i) twenty consecutive quarterly installments of $5 million and (ii) a final installment of all remaining principal due and payable on the maturity date of July 27, 2021. Amounts borrowed under the revolving credit facility are due and payable on the maturity date. The Amended Credit Facility is unsecured, but is guaranteed by each existing and subsequently acquired or organized wholly-owned domestic subsidiary of the Company. The Company has the option to request an increase to the size of the revolving credit facility in an aggregate additional amount not to exceed $100 million. The Amended Credit Facility has a five-year term through July 27, 2021 and has an interest rate of either a Base Rate Option or a Euro-Rate Option, plus an Applicable Margin, as defined in the agreement governing the Amended Credit Facility. If the Base Rate option is selected for a borrowing, the Applicable Margin is 0.00% to 1.25% and if the Euro-Rate Option is selected for a borrowing, the Applicable Margin is 1.00% to 2.25%. The Applicable Margin is based on the ratio of the Company’s consolidated indebtedness to consolidated EBITDA. Additionally, the Credit Facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of March 31, 2019, the Company was in compliance with all financial covenants under its Amended Credit Facility. Yen Loan The Company’s Yen denominated line of credit is a 500 million Yen (approximately $4.6 million) facility. The Yen line of credit matures in August 2020. The interest rate is equal to LIBOR, as defined in the loan agreement, plus 0.625% to 1.75%. At March 31, 2019 and June 30, 2018, the Company had 300 million Yen borrowed. Additionally, the facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of March 31, 2019, the Company was in compliance with all financial covenants under its Yen facility. Note Payable In conjunction with the acquisition of IPI, the Company assumed a non-interest bearing note payable owed to a major customer of IPI. The agreement, if not terminated early by either party, is payable in full in January 2020. Aggregate Availability The Company had aggregate availability of $171.8 million and $246.4 million under its lines of credit as of March 31, 2019 and June 30, 2018, respectively. The amounts available under the Company’s lines of credit are reduced by outstanding letters of credit. The total outstanding letters of credit supported by these credit facilities were insignificant as of March 31, 2019 and $0.4 million as of June 30, 2018. Weighted Average Interest Rate The weighted average interest rate of total borrowings was 1.6% and 1.4% for the nine months ended March 31, 2019 and 2018, respectively. Remaining Annual Principal Payments Remaining annual principal payments under the Company’s existing credit obligations from March 31, 2019 were as follows: U.S. Dollar Term Yen Line Line of Note Convertible Period Loan of Credit Credit Payable Notes Total Year 1 $ 20,000 $ - $ - $ 3,834 $ - $ 23,834 Year 2 20,000 2,708 - - - 22,708 Year 3 10,000 - 155,000 - - 165,000 Year 4 - - - - 345,000 345,000 Year 5 - - - - - - Total $ 50,000 $ 2,708 $ 155,000 $ 3,834 $ 345,000 $ 556,542 |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 1 1 . Income Taxes The Company’s year-to-date effective income tax rate at March 31, 2019 and 2018 was 15.5% and 30.9%, respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were primarily due to the impact of the U.S. enacted tax legislation and earnings generated from the Company’s foreign operations, which are subject to income taxes at lower statutory rates. The Company’s year-to-date effective income tax rate was also impacted by one-time charges related to the Tax Cuts and Jobs Act (“Tax Act”) during the nine months ended March 31, 2018. U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of March 31, 2019 and June 30, 2018, the Company’s gross unrecognized income tax benefit was $9.8 million and $9.9 million, respectively. The Company has classified the uncertain tax positions as noncurrent income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, $2.4 million of the gross unrecognized tax benefits at March 31, 2019 would impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision on the Condensed Consolidated Statements of Earnings. The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $0.2 million and $0.6 million, at March 31, 2019 and June 30, 2018, respectively. Fiscal years 2017 to 2019 remain open to examination by the U.S. Internal Revenue Service, fiscal years 2014 to 2019 remain open to examination by certain state jurisdictions, and fiscal years 2009 to 2019 remain open to examination by certain foreign taxing jurisdictions. During the quarter ended March 31, 2019 the Company completed the examination of its U.S. Federal income tax return for the year ended June 30, 2016. Certain subsidiary companies are currently under examination in the Philippines for the year ended June 30, 2017; Germany for the years ended June 2012 through June 2015; and New Jersey for the years ended 2014 through June 30, 2017. The Company believes its income tax reserves for these tax matters are adequate. U.S. Tax Reform On December 22, 2017, the Tax Act was signed into law. The Tax Act includes changes to the U.S. statutory federal tax rate and puts into effect the migration from a worldwide system of taxation to a territorial system, among other things. As of December 31, 2018, the Company completed its analysis of the impact of the Tax Act in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”) and the amounts are no longer considered provisional. The Company’s transition tax increased due to finalization of calculations and consideration of Notices and regulations issued by the U.S. Department of Treasury and the Internal Revenue Service; however, the increase is offset by available net operating loss and credit carryforwards which currently have a valuation allowance. Consequently, the tax expense reported is reduced by the release of the valuation allowance on the U.S. deferred tax assets, and as result, there was no material financial statement impact due to finalization of the provisional estimates recorded in the year ended June 30, 2018. Furthermore, the Tax Act includes certain changes such as introducing a new category of income, referred to as global intangible low tax income, related to earnings taxed at a low rate of foreign entities without a significant fixed asset base, and imposes additional limitations on the deductibility of interest and officer compensation. These changes are included in the Company’s 2019 fiscal year income tax expense. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 1 2 . Earnings Per Share The following table sets forth the computation of earnings per share for the periods indicated. Basic net income per share has been computed using the weighted average number of shares of Common Stock outstanding during the period. Diluted net income per share has been computed using the weighted average number of common shares outstanding during the period plus dilutive potential shares of Common Stock from (1) stock options, performance and restricted shares (under the treasury stock method) and (2) convertible debt (under the If Converted method) outstanding during the period. The Company’s convertible debt calculated under the if-converted method was anti-dilutive for both the three and nine months ended March 31, 2019 and was excluded from the calculation of earnings per share ($000 except per share data): Three Months Ended Nine Months Ended March 31, March 31, 2019 2018 2019 2018 Numerator: Net earnings $ 24,638 $ 30,098 $ 79,489 $ 60,835 Numerator for basic income per share $ 24,638 $ 30,098 $ 79,489 $ 60,835 Effect of dilutive securities: Interest expense, net of tax, on 0.25% Convertible Senior Notes due 2022 - 2,520 - - Numerator for diluted income per share $ 24,638 $ 32,618 $ 79,489 $ 60,835 Denominator: Denominator for basic income per share - weighted average shares 63,612 62,427 63,539 62,491 Effect of dilutive securities: Dilutive effect of common stock equivalents 2,089 2,624 2,305 2,633 0.25% Convertible Senior Notes due 2022 - 7,331 - - Dilutive potential common shares 2,089 9,955 2,305 2,633 Denominator for diluted income per share 65,701 72,382 65,844 65,124 Net earnings per share: Basic earnings per common share $ 0.39 $ 0.48 $ 1.25 $ 0.97 Diluted earnings per common share $ 0.38 $ 0.45 $ 1.21 $ 0.93 The following table presents potential shares of Common Stock excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive ($000): Three Months Ended Nine Months Ended March 31, March 31, 2019 2018 2019 2018 Common stock equivalents 109 199 119 140 0.25% Convertible Senior Notes due 2022 7,331 - 7,331 7,331 Total anti-dilutive shares 7,440 199 7,450 7,471 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Note 1 3 . Segment Reporting The Company reports its business segments using the “management approach” model for segment reporting. This means that the Company determines its reportable business segments based on the way the chief operating decision maker organizes business segments within the Company for making operating decisions and assessing performance. The Company reports its financial results in the following three segments: (i) II-VI Laser Solutions, (ii) II-VI Photonics, and (iii) II-VI Performance Products, and the Company’s chief operating decision maker receives and reviews financial information based on these segments. The Company evaluates business segment performance based upon segment operating income, which is defined as earnings before income taxes, interest and other income or expense. The segments are managed separately due to the market, production requirements and facilities unique to each segment. As discussed in Note 1, the Company realigned the composition of its operating segments. The Company moved Laser Systems Group from II-VI Laser Solutions to II-VI Photonics and moved IPI from II-VI Photonics to II-VI Performance Products. All applicable segment information has been restated to reflect this change. In September 2018, November 2018, and March 2019, the Company completed its acquisitions of CoAdna, an additional product line, and Redstone, respectively. See Note 4, Acquisitions. The operating results of these acquisitions have been reflected in the selected financial information of the Company’s II-VI Photonics segment, with the exclusion of Redstone that is reflected in the II-VI Performance Products Segment, since the date of the acquisitions. The accounting policies are consistent across each of the segments. To the extent possible, the Company’s corporate expenses and assets are allocated to the segments. The Company evaluates segment performance based upon reported segment operating income, which is defined as earnings before income taxes, interest and other income or expense. Eliminations and Other include eliminating inter-segment sales and transfers as well as transaction costs related to the Finisar transaction. See Note 3 for additional information. The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 97,474 $ 166,473 $ 78,549 $ - $ 342,496 Inter-segment revenues 15,301 3,115 5,392 (23,808 ) - Operating income (expense) 5,937 20,723 8,377 (3,907 ) 31,130 Interest expense - - - - (5,647 ) Other income (expense), net - - - - 1,532 Income taxes - - - - (2,377 ) Net earnings - - - - 24,638 Depreciation and amortization 11,189 6,795 5,177 - 23,161 Segment assets 721,234 685,141 535,602 - 1,941,977 Expenditures for property, plant & equipment 17,566 11,177 6,040 - 34,783 Investments - - 76,452 - 76,452 Three Months Ended March 31, 2018 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 104,537 $ 122,037 $ 68,172 $ - $ 294,746 Inter-segment revenues 8,268 (175 ) 6,870 (14,963 ) - Operating income 11,602 14,024 8,853 - 34,479 Interest expense - - - - (5,014 ) Other income (expense), net - - - - 1,755 Income taxes - - - - (1,122 ) Net earnings - - - - 30,098 Depreciation and amortization 10,112 5,843 3,969 - 19,924 Expenditures for property, plant & equipment 16,542 14,754 7,319 - 38,614 Nine Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 309,226 $ 461,323 $ 229,219 $ - $ 999,768 Inter-segment revenues 42,486 8,451 17,113 (68,050 ) - Operating income (expense) 30,469 59,722 28,768 (11,010 ) 107,949 Interest expense - - - - (16,811 ) Other income (expense), net - - - - 2,946 Income taxes - - - - (14,595 ) Net earnings - - - - 79,489 Depreciation and amortization 32,629 19,456 15,542 - 67,627 Expenditures for property, plant & equipment 44,460 34,451 29,259 - 108,170 Nine Months Ended March 31, 2018 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 297,506 $ 353,281 $ 186,932 $ - $ 837,719 Inter-segment revenues 22,335 8,185 19,180 (49,700 ) - Operating income 23,695 49,687 23,357 - 96,739 Interest expense - - - - (13,303 ) Other income (expense), net - - - - 4,551 Income taxes - - - - (27,152 ) Net earnings - - - - 60,835 Depreciation and amortization 27,165 17,019 13,965 - 58,149 Expenditures for property, plant & equipment 52,724 32,429 30,284 - 115,437 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 1 4 . Share-Based Compensation The Company’s Board of Directors adopted the II-VI Incorporated 2018 Omnibus Incentive Plan (the “Plan”), which was approved by the Company’s shareholders. The Plan provides for the grant of performance-based cash incentive awards, non-qualified stock options, stock appreciation rights, restricted share awards, restricted share units, deferred share awards, performance share awards and performance share units to employees, officers and directors of the Company. The maximum number of shares of the Company’s Common Stock authorized for issuance under the Plan is limited to 3,550,000 shares of Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Company records share-based compensation expense for these awards in accordance with U.S. GAAP, which requires the recognition of grant-date fair value of share-based compensation in net earnings and over the requisite service period of the individual grantees, which generally equals the vesting period. The Company accounts for cash-based stock appreciation rights, cash-based restricted share unit awards and cash-based performance share unit awards as liability awards, in accordance with applicable accounting standards. Share-based compensation expense is allocated approximately 20% to cost of goods sold and 80% to selling, general and administrative expense, based on the employee classification of the grantees. Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended Nine Months Ended March 31, 2019 2018 2019 2018 Stock Options and Cash-Based Stock Appreciation Rights $ 2,311 $ 737 $ 5,093 $ 5,262 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 2,336 1,381 7,135 6,125 Performance Share Awards and Cash-Based Performance Share Unit Awards 3,285 1,468 5,999 3,908 $ 7,932 $ 3,586 $ 18,227 $ 15,295 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Fair Value of Financial Instruments | Note 15 . Fair Value of Financial Instruments The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows: • Level 1 –Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets. • Level 2 –Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments. • Level 3 –Valuation is based upon other unobservable inputs that are significant to the fair value measurements. The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement. At March 31, 2019, the Company had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk, restrictions and other terms specific to the contracts. The Company has entered into earnout arrangements in conjunction specified acquisitions, as discussed in Note 4, that provide additional cash earnout opportunities based upon achievement of certain agreed upon financial and operational targets. The fair values of the contingent earnout arrangements and the net put option were measured using valuations based upon other unobservable inputs that are significant to the fair value measurement (Level 3). The Company estimated the fair value of the 0.25% convertible notes based on quoted market prices as of the last trading day prior to March 31, 2019; however, the convertible notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the convertible notes could be retired or transferred. The Company concluded that this fair value measurement should be categorized within Level 2. The carrying value of the convertible notes is net of unamortized discount and issuance costs. See Note 10. Debt for details on the Company’s debt facilities. The fair value and carrying value of the convertible notes were as follows at March 31, 2019 ($000): Fair Value Carrying Value Convertible notes $ 359,832 $ 297,958 The following table provides a summary by level of the fair value of financial instruments that are measured on a recurring basis or for which fair value is disclosed for the periods presented ($000): Fair Value Measurements at March 31, 2019 Using: Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs March 31, 2019 (Level 1) (Level 2) (Level 3) Assets: Foreign currency forward contracts $ 43 $ - $ 43 $ - Liabilities: Contingent earnout arrangements $ 5,322 $ - $ - $ 5,322 Net put option $ 2,024 $ - $ - $ 2,024 Fair Value Measurements at June 30, 2018 Using: Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs June 30, 2018 (Level 1) (Level 2) (Level 3) Assets: Foreign currency forward contracts $ 121 $ - $ 121 $ - Liabilities: Contingent earnout arrangements $ 5,405 $ - $ - $ 5,405 Net put option $ 2,024 $ - $ - $ 2,024 The Company’s policy is to report transfers into and out of Levels 1 and 2 of the fair value hierarchy at fair values as of the beginning of the period in which the transfers occur. There were no transfers in and out of Levels 1 and 2 of the fair value hierarchy during the three months ended March 31, 2019. The following table presents a reconciliation of the beginning and ending fair value measurements of the Company’s Level 3 contingent earnout arrangements related to the Company’s acquisitions and the net put option relating to the equity investment acquired in November 2017 ($000): Significant Unobservable Inputs (Level 3) Balance at July 1, 2018 $ 7,429 Contingent earnout arrangements: Payments (3,540 ) Changes in fair value recorded in other expense (income) (940 ) Other earnout arrangements 4,397 Balance at March 31, 2019 $ 7,346 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 capital lease obligation, excluding the 0.25% Convertible Notes, are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value. |
Post-Retirement Benefits
Post-Retirement Benefits | 9 Months Ended |
Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Post-Retirement Benefits | Note 1 6 . Post-Retirement Benefits The Company has a pension plan (the “Swiss Plan”) covering employees of the Zurich, Switzerland subsidiary. Net periodic pension costs associated with the Swiss Plan included the following ($000): Three Months Ended Nine Months Ended March 31, March 31, 2019 2018 2019 2018 Service cost $ 912 $ 967 $ 2,803 $ 2,865 Interest cost 133 109 409 323 Expected return on plan assets (239 ) (218 ) (735 ) (646 ) Net amortization 37 (150 ) (5 ) - Net periodic pension costs $ 843 $ 708 $ 2,472 $ 2,542 The Company contributed $0.8 million and $2.4 million to the Swiss Plan during the three and nine months ended March 31, 2019, and $0.9 million and $2.8 million during the three and nine months ended March 31, 2018. The Company currently anticipates contributing an additional estimated amount of approximately $0.8 million to the Swiss Plan during the remainder of fiscal year 2019. |
Share Repurchase Programs
Share Repurchase Programs | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Share Repurchase Programs | Note 17 . Share Repurchase Programs In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase share pursuant to this Program during the quarter ended March 31, 2019. Through March 31, 2019, the Company has cumulatively purchased 1,316,587 shares of its Common Stock pursuant to the Program for approximately $19.0 million. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Note 18 . Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the nine months ended March 31, 2019 were as follows ($000): Foreign Total Currency Defined Accumulated Translation Benefit Comprehensive Adjustment Pension Plan Income (Loss) AOCI - June 30, 2018 $ (1,308 ) $ (2,472 ) $ (3,780 ) Other comprehensive income before reclassifications (6,425 ) - (6,425 ) Amounts reclassified from AOCI - (4 ) (4 ) Net current-period other comprehensive income (6,425 ) (4 ) (6,429 ) AOCI - March 31, 2019 $ (7,733 ) $ (2,476 ) $ (10,209 ) |
Capital Lease
Capital Lease | 9 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Capital Lease | Note 1 9 . Capital Lease The Company’s OptoElectronic Devices subsidiary entered into a capital lease related to a building in Warren, New Jersey. The following table shows the future minimum lease payments due under the non-cancelable capital lease ($000): Fiscal Year Ending June 30, Amount 2019 (remaining) 581 2020 2,355 2021 2,419 2022 2,486 2023 2,554 Thereafter 24,740 Total minimum lease payments $ 35,135 Less amount representing interest 10,535 Present value of capitalized payments $ 24,600 The current and long-term portion of the capital lease obligation was recorded in Other accrued liabilities and Other liabilities, respectively, in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019 and June 30, 2018. The present value of the minimum capital lease payments at inception was $25 million recorded in Property, Plant & Equipment, net, in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019, with associated depreciation being recorded over the 15-year life of the lease. During the three and nine months ended March 31, 2019, the Company recorded $0.4 million and $1.2 million of depreciation expense associated with the capital leased asset. |
Recently Issued Financial Acc_2
Recently Issued Financial Accounting Standards (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recently Issued Financial Accounting Standards | Revenue Recognition Pronouncement In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this standard on July 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. The Company does not expect the standard to have a significant effect on its results of operations, liquidity or financial position in fiscal year 2019. The Company implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard. For the disclosures required by this ASU, see Note 5. Revenue from Contracts with Customers. Other Adopted Pronouncements In March 2017, the FASB issued ASU 2017-07, Compensation (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This update affects employers’ presentation of defined benefit retirement plan costs. With the adoption of this standard, the Company restated the prior periods ending June 30, 2018, 2017, and 2016. These restatements did not have a material effect on the Company’s Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This update requires that when intra-entity asset transfers occur, the entity must recognize tax effects in the period in which the transfer occurs. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flow. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This update requires entities to measure equity investments at fair value and recognize any changes in fair value in net income. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements. Pronouncements Currently Under Evaluation In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The new standard will become effective for the Company’s fiscal year 2020, which begins on July 1, 2019. In July 2018, the FASB issued targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has elected to utilize the optional transition method. We have reviewed the requirements of this standard and are executing our plan for implementation. We have evaluated our leasing arrangements and selected a software repository to track all of our lease agreements to assist in the reporting and disclosures required by the standard. We will continue to assess and disclose the impact that this new guidance will have on our consolidated financial statements, disclosures and related controls, when known. We expect that the adoption will result in an increase to our long-term assets and long-term liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations. In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which among other things, requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company is in the process of evaluating the impact of the pronouncement. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
CoAdna Holdings, Inc. | |
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | The following table presents the preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition, as the Company intends to finalize its accounting for the acquisition of CoAdna within one year from the date of acquisition ($000): Assets Accounts receivable $ 5,684 Inventories 6,189 Prepaid and other assets 2,866 Property, plant & equipment 3,181 Intangible assets 16,072 Goodwill 24,844 Total assets acquired $ 58,836 Liabilities Accounts payable $ 4,006 Other accrued liabilities 2,717 Accrued income taxes 5,791 Deferred tax liabilities 3,506 Total liabilities assumed 16,020 Net assets acquired $ 42,816 |
Redstone Aerospace Corporation | |
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | The following table presents a preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000): Assets Accounts receivable $ 1,800 Property, plant & equipment 300 Intangible assets 9,100 Goodwill 19,700 Total assets acquired $ 30,900 Liabilities Non-Interest bearing liabilities $ 1,165 Total liabilities assumed 1,165 Net assets acquired $ 29,735 |
Purchase Price at the Date of Acquisition | The following table presents the preliminary purchase price at the date of acquisition ($000): Net cash paid at acquisition $ 27,959 Fair value of cash earn out arrangement 1,776 Purchase price $ 29,735 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Disaggregation Of Revenue [Abstract] | |
Summary of Disaggregated Revenue by Revenue Market and Product | Disaggregation of Revenue The following tables summarize disaggregated revenue by revenue market, and product for the three and nine months ended March 31, 2019 ($000): Three Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Solutions Photonics Products Total Commercial Direct Ship Parts $ 94,907 $ 164,074 $ 49,094 $ 308,075 Services 267 2,399 2,348 5,014 U.S. Government Direct Ship Parts $ 2,286 $ - $ 24,858 $ 27,144 Services 14 - 2,249 2,263 Total Revenues $ 97,474 $ 166,473 $ 78,549 $ 342,496 Nine Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Solutions Photonics Products Total Commercial Direct Ship Parts $ 298,671 $ 455,404 $ 130,895 $ 884,970 Services 2,520 5,919 6,979 15,418 U.S. Government Direct Ship Parts $ 8,021 $ - $ 79,810 $ 87,831 Services 14 - 11,535 11,549 Total Revenues $ 309,226 $ 461,323 $ 229,219 $ 999,768 |
Other Investments (Tables)
Other Investments (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Nonconsolidated Investment | |
Schedule of Equity in Nonconsolidated Investment | The following table summarizes the Company's equity in this nonconsolidated investment: Interest Ownership % as of Equity as of Location Type March 31, 2019 March 31, 2019 ($000) USA Equity Investment 93.8% $ 58,174 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories were as follows ($000): March 31, June 30, 2019 2018 Raw materials $ 122,416 $ 97,502 Work in progress 101,320 83,002 Finished goods 78,125 67,764 $ 301,861 $ 248,268 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consists of the following ($000): March 31, June 30, 2019 2018 Land and improvements $ 8,992 $ 9,072 Buildings and improvements 230,024 216,507 Machinery and equipment 718,020 633,934 Construction in progress 85,153 88,350 1,042,189 947,863 Less accumulated depreciation (472,660 ) (422,973 ) $ 569,529 $ 524,890 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill were as follows ($000): Nine Months Ended March 31, 2019 II-VI Laser II-VI II-VI Performance Solutions Photonics Products Total Balance-beginning of period $ 98,737 $ 109,670 $ 62,271 $ 270,678 Goodwill acquired - 26,015 23,349 49,364 Foreign currency translation (85 ) (22 ) - (107 ) Balance-end of period $ 98,652 $ 135,663 $ 85,620 $ 319,935 |
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill | The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of March 31, 2019 and June 30, 2018 were as follows ($000): March 31, 2019 June 30, 2018 Gross Net Gross Net Carrying Accumulated Book Carrying Accumulated Book Amount Amortization Value Amount Amortization Value Technology and Patents $ 91,832 $ (37,688 ) $ 54,144 $ 66,812 $ (32,979 ) $ 33,833 Trademarks 15,825 (1,569 ) 14,256 15,882 (1,471 ) 14,411 Customer Lists 134,189 (57,797 ) 76,392 127,603 (50,792 ) 76,811 Other 1,570 (1,570 ) - 1,573 (1,559 ) 14 Total $ 243,416 $ (98,624 ) $ 144,792 $ 211,870 $ (86,801 ) $ 125,069 |
Estimated Amortization Expense for Existing Intangible Assets for Each of Five Succeeding Fiscal Years | At March 31, 2019, the estimated amortization expense for the existing intangible assets for each of the five succeeding fiscal years is as follows ($000): Fiscal Year Ending June 30, Amount Remaining 2019 $ 4,500 2020 17,900 2021 16,600 2022 14,900 2023 14,500 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of debt for the periods indicated were as follows ($000): March 31, June 30, 2019 2018 0.25% convertible senior notes $ 345,000 $ 345,000 Convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount (47,042 ) (56,409 ) Term loan, interest at LIBOR, as defined, plus 1.75% 50,000 65,000 Line of credit, interest at LIBOR, as defined, plus 1.75% 155,000 80,000 Credit facility unamortized debt issuance costs (852 ) (1,126 ) Yen denominated line of credit, interest at LIBOR, as defined, plus 1.75% 2,708 2,714 Note payable assumed in IPI acquisition 3,834 3,834 Total debt 508,648 439,013 Current portion of long-term debt (23,834 ) (20,000 ) Long-term debt, less current portion $ 484,814 $ 419,013 |
Summary of Total Interest Expense Recognized | The following tables set forth total interest expense recognized related to the Notes for the three and nine months ended March 31, 2019 and 2018: Three Months Ended March 31, 2019 Nine Months Ended March 31, 2019 0.25% contractual coupon $ 216 $ 656 Amortization of debt discount and debt issuance costs including initial purchaser discount 3,112 9,367 Interest expense $ 3,328 $ 10,023 Three Months Ended March 31, 2018 Nine Months Ended March 31, 2018 0.25% contractual coupon $ 216 $ 513 Amortization of debt discount and debt issuance costs including initial purchaser discount 2,974 7,017 Interest expense $ 3,190 $ 7,530 |
Remaining Annual Principal Payments of Credit Obligations | Remaining annual principal payments under the Company’s existing credit obligations from March 31, 2019 were as follows: U.S. Dollar Term Yen Line Line of Note Convertible Period Loan of Credit Credit Payable Notes Total Year 1 $ 20,000 $ - $ - $ 3,834 $ - $ 23,834 Year 2 20,000 2,708 - - - 22,708 Year 3 10,000 - 155,000 - - 165,000 Year 4 - - - - 345,000 345,000 Year 5 - - - - - - Total $ 50,000 $ 2,708 $ 155,000 $ 3,834 $ 345,000 $ 556,542 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | The following table sets forth the computation of earnings per share for the periods indicated. Basic net income per share has been computed using the weighted average number of shares of Common Stock outstanding during the period. Diluted net income per share has been computed using the weighted average number of common shares outstanding during the period plus dilutive potential shares of Common Stock from (1) stock options, performance and restricted shares (under the treasury stock method) and (2) convertible debt (under the If Converted method) outstanding during the period. The Company’s convertible debt calculated under the if-converted method was anti-dilutive for both the three and nine months ended March 31, 2019 and was excluded from the calculation of earnings per share ($000 except per share data): Three Months Ended Nine Months Ended March 31, March 31, 2019 2018 2019 2018 Numerator: Net earnings $ 24,638 $ 30,098 $ 79,489 $ 60,835 Numerator for basic income per share $ 24,638 $ 30,098 $ 79,489 $ 60,835 Effect of dilutive securities: Interest expense, net of tax, on 0.25% Convertible Senior Notes due 2022 - 2,520 - - Numerator for diluted income per share $ 24,638 $ 32,618 $ 79,489 $ 60,835 Denominator: Denominator for basic income per share - weighted average shares 63,612 62,427 63,539 62,491 Effect of dilutive securities: Dilutive effect of common stock equivalents 2,089 2,624 2,305 2,633 0.25% Convertible Senior Notes due 2022 - 7,331 - - Dilutive potential common shares 2,089 9,955 2,305 2,633 Denominator for diluted income per share 65,701 72,382 65,844 65,124 Net earnings per share: Basic earnings per common share $ 0.39 $ 0.48 $ 1.25 $ 0.97 Diluted earnings per common share $ 0.38 $ 0.45 $ 1.21 $ 0.93 |
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share | The following table presents potential shares of Common Stock excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive ($000): Three Months Ended Nine Months Ended March 31, March 31, 2019 2018 2019 2018 Common stock equivalents 109 199 119 140 0.25% Convertible Senior Notes due 2022 7,331 - 7,331 7,331 Total anti-dilutive shares 7,440 199 7,450 7,471 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Financial Information of Company's Operation by Segment | The following tables summarize selected financial information of the Company’s operations by segment ($000): Three Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 97,474 $ 166,473 $ 78,549 $ - $ 342,496 Inter-segment revenues 15,301 3,115 5,392 (23,808 ) - Operating income (expense) 5,937 20,723 8,377 (3,907 ) 31,130 Interest expense - - - - (5,647 ) Other income (expense), net - - - - 1,532 Income taxes - - - - (2,377 ) Net earnings - - - - 24,638 Depreciation and amortization 11,189 6,795 5,177 - 23,161 Segment assets 721,234 685,141 535,602 - 1,941,977 Expenditures for property, plant & equipment 17,566 11,177 6,040 - 34,783 Investments - - 76,452 - 76,452 Three Months Ended March 31, 2018 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 104,537 $ 122,037 $ 68,172 $ - $ 294,746 Inter-segment revenues 8,268 (175 ) 6,870 (14,963 ) - Operating income 11,602 14,024 8,853 - 34,479 Interest expense - - - - (5,014 ) Other income (expense), net - - - - 1,755 Income taxes - - - - (1,122 ) Net earnings - - - - 30,098 Depreciation and amortization 10,112 5,843 3,969 - 19,924 Expenditures for property, plant & equipment 16,542 14,754 7,319 - 38,614 Nine Months Ended March 31, 2019 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 309,226 $ 461,323 $ 229,219 $ - $ 999,768 Inter-segment revenues 42,486 8,451 17,113 (68,050 ) - Operating income (expense) 30,469 59,722 28,768 (11,010 ) 107,949 Interest expense - - - - (16,811 ) Other income (expense), net - - - - 2,946 Income taxes - - - - (14,595 ) Net earnings - - - - 79,489 Depreciation and amortization 32,629 19,456 15,542 - 67,627 Expenditures for property, plant & equipment 44,460 34,451 29,259 - 108,170 Nine Months Ended March 31, 2018 II-VI II-VI Laser II-VI Performance Eliminations & Solutions Photonics Products Other Total Revenues $ 297,506 $ 353,281 $ 186,932 $ - $ 837,719 Inter-segment revenues 22,335 8,185 19,180 (49,700 ) - Operating income 23,695 49,687 23,357 - 96,739 Interest expense - - - - (13,303 ) Other income (expense), net - - - - 4,551 Income taxes - - - - (27,152 ) Net earnings - - - - 60,835 Depreciation and amortization 27,165 17,019 13,965 - 58,149 Expenditures for property, plant & equipment 52,724 32,429 30,284 - 115,437 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation Expense by Award Type | Share-based compensation expense is allocated approximately 20% to cost of goods sold and 80% to selling, general and administrative expense, based on the employee classification of the grantees. Share-based compensation expense for the periods indicated was as follows ($000): Three Months Ended Nine Months Ended March 31, 2019 2018 2019 2018 Stock Options and Cash-Based Stock Appreciation Rights $ 2,311 $ 737 $ 5,093 $ 5,262 Restricted Share Awards and Cash-Based Restricted Share Unit Awards 2,336 1,381 7,135 6,125 Performance Share Awards and Cash-Based Performance Share Unit Awards 3,285 1,468 5,999 3,908 $ 7,932 $ 3,586 $ 18,227 $ 15,295 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Summary of Fair Value and Carrying Value of Convertible Notes | The fair value and carrying value of the convertible notes were as follows at March 31, 2019 ($000): Fair Value Carrying Value Convertible notes $ 359,832 $ 297,958 |
Summary by Level of Fair Value of Financial Instruments Measured on Recurring Basis | The following table provides a summary by level of the fair value of financial instruments that are measured on a recurring basis or for which fair value is disclosed for the periods presented ($000): Fair Value Measurements at March 31, 2019 Using: Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs March 31, 2019 (Level 1) (Level 2) (Level 3) Assets: Foreign currency forward contracts $ 43 $ - $ 43 $ - Liabilities: Contingent earnout arrangements $ 5,322 $ - $ - $ 5,322 Net put option $ 2,024 $ - $ - $ 2,024 Fair Value Measurements at June 30, 2018 Using: Quoted Prices in Significant Active Markets Other Significant for Identical Observable Unobservable Assets Inputs Inputs June 30, 2018 (Level 1) (Level 2) (Level 3) Assets: Foreign currency forward contracts $ 121 $ - $ 121 $ - Liabilities: Contingent earnout arrangements $ 5,405 $ - $ - $ 5,405 Net put option $ 2,024 $ - $ - $ 2,024 |
EpiWorks | |
Reconciliation of Beginning and Ending Fair Value Measurements of Level Three Contingent Earnout Arrangements Related to Company's Acquisitions | The following table presents a reconciliation of the beginning and ending fair value measurements of the Company’s Level 3 contingent earnout arrangements related to the Company’s acquisitions and the net put option relating to the equity investment acquired in November 2017 ($000): Significant Unobservable Inputs (Level 3) Balance at July 1, 2018 $ 7,429 Contingent earnout arrangements: Payments (3,540 ) Changes in fair value recorded in other expense (income) (940 ) Other earnout arrangements 4,397 Balance at March 31, 2019 $ 7,346 |
Post-Retirement Benefits (Table
Post-Retirement Benefits (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Net Periodic Pension Costs | Net periodic pension costs associated with the Swiss Plan included the following ($000): Three Months Ended Nine Months Ended March 31, March 31, 2019 2018 2019 2018 Service cost $ 912 $ 967 $ 2,803 $ 2,865 Interest cost 133 109 409 323 Expected return on plan assets (239 ) (218 ) (735 ) (646 ) Net amortization 37 (150 ) (5 ) - Net periodic pension costs $ 843 $ 708 $ 2,472 $ 2,542 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax | The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the nine months ended March 31, 2019 were as follows ($000): Foreign Total Currency Defined Accumulated Translation Benefit Comprehensive Adjustment Pension Plan Income (Loss) AOCI - June 30, 2018 $ (1,308 ) $ (2,472 ) $ (3,780 ) Other comprehensive income before reclassifications (6,425 ) - (6,425 ) Amounts reclassified from AOCI - (4 ) (4 ) Net current-period other comprehensive income (6,425 ) (4 ) (6,429 ) AOCI - March 31, 2019 $ (7,733 ) $ (2,476 ) $ (10,209 ) |
Capital Lease (Tables)
Capital Lease (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Due Under Non-Cancelable Capital Lease | The following table shows the future minimum lease payments due under the non-cancelable capital lease ($000): Fiscal Year Ending June 30, Amount 2019 (remaining) 581 2020 2,355 2021 2,419 2022 2,486 2023 2,554 Thereafter 24,740 Total minimum lease payments $ 35,135 Less amount representing interest 10,535 Present value of capitalized payments $ 24,600 |
Pending Merger - Additional Inf
Pending Merger - Additional Information (Detail) - USD ($) | Mar. 04, 2019 | Dec. 14, 2018 | Nov. 08, 2018 | Mar. 31, 2019 |
Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Letter of credit sub-facility maximum borrowing capacity | $ 25,000,000 | |||
Swing loan sub-facility maximum initial borrowing capacity | 20,000,000 | |||
Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount | 575,000,000 | |||
Senior Secured Credit Facility | Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount | 1,625,000,000 | |||
Term A Loan Facility | Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount | $ 1,175,000,000 | |||
Debt instrument term | 5 years | |||
New Senior Credit Facilities | Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount | $ 450,000,000 | |||
Debt instrument term | 5 years | |||
Credit facility, outstanding amount | $ 0 | |||
Term B Loan Facility | Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount | $ 800,000,000 | |||
Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Percentage of aggregate consideration in cash | 60.00% | |||
Percentage of aggregate consideration in stock | 40.00% | |||
Finisar Corporation | Senior Secured Credit Facility | Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Commitment fee percentage | 100.00% | |||
Finisar Corporation | Restricted Stock Units (RSUs) | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 15.60 | |||
Number of shares to be received | 0.2218 | |||
Finisar Corporation | 2005 Stock Incentive Plan | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 26 | |||
Description of stock transaction | At the effective time of the Merger (the “Effective Time”), each option granted pursuant to Finisar’s 2005 Stock Incentive Plan, as such plan has been further amended and restated (each, a “Finisar Stock Option”), or portion thereof, that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) will be cancelled, terminated and converted into the right to receive an amount of Mixed Election Consideration that would be payable to a holder of such number of shares of Finisar Common Stock equal to the quotient of (i) the product of (a) the excess, if any, of $26.00 over the exercise price per share of such Finisar Stock Option multiplied by (b) the number of shares of Finisar Common Stock subject to such Finisar Stock Option, divided by (ii) $26.00. | |||
Maximum | Finisar Corporation | Senior Secured Credit Facility | Bank of America, N.A. | ||||
Business Acquisition [Line Items] | ||||
Aggregate principal amount | $ 2,425,000,000 | |||
Cash Election Consideration | Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 26 | |||
Stock Election Consideration | Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Number of shares to be received | 0.5546 | |||
Mixed Election Consideration | Finisar Corporation | ||||
Business Acquisition [Line Items] | ||||
Amount per share to be received | $ 15.60 | |||
Number of shares to be received | 0.2218 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Nov. 30, 2018 | Mar. 31, 2019 | Sep. 30, 2018 | Mar. 31, 2019 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 319,935,000 | $ 319,935,000 | $ 319,935,000 | $ 270,678,000 | ||
II-VI Photonics Segment | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 135,663,000 | 135,663,000 | 135,663,000 | $ 109,670,000 | ||
CoAdna Holdings, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Net cash paid at acquisition | $ 85,000,000 | |||||
Acquisition, inclusive of cash acquired | 42,200,000 | |||||
Goodwill | 24,844,000 | |||||
Business acquisition, transaction costs | 1,900,000 | 1,900,000 | 1,900,000 | |||
Fair value of accounts receivable acquired | 5,700,000 | |||||
Fair value of accounts receivable gross contractual amount | 5,700,000 | |||||
Goodwill deductible for income tax purposes | 0 | |||||
Business acquisition, revenue of acquired entity | 2,300,000 | 12,400,000 | ||||
Business acquisition, Inventory acquired | 6,189,000 | |||||
Intangible assets | 16,072,000 | |||||
CoAdna Holdings, Inc. | II-VI Photonics Segment | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 24,800,000 | |||||
Product Line | ||||||
Business Acquisition [Line Items] | ||||||
Net cash paid at acquisition | $ 10,000,000 | |||||
Goodwill | 1,200,000 | |||||
Business acquisition, Inventory acquired | 200,000 | |||||
Business acquisition, equipment acquired | 2,300,000 | |||||
Product Line | Technology-Based Intangible Assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 6,300,000 | |||||
Redstone Aerospace Corporation | ||||||
Business Acquisition [Line Items] | ||||||
Net cash paid at acquisition | 27,959,000 | |||||
Goodwill | 19,700,000 | 19,700,000 | 19,700,000 | |||
Intangible assets | 9,100,000 | 9,100,000 | 9,100,000 | |||
Redstone Aerospace Corporation | Upon Achievement of Financial Objectives | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisitions, contingent consideration | 2,000,000 | 2,000,000 | 2,000,000 | |||
Redstone Aerospace Corporation | Technology-Based Intangible Assets | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 9,100,000 | $ 9,100,000 | $ 9,100,000 |
Allocation of Purchase Price of
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed (Detail)) - USD ($) $ in Thousands | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 |
Assets | |||
Goodwill | $ 319,935 | $ 270,678 | |
CoAdna Holdings, Inc. | |||
Assets | |||
Accounts receivable | $ 5,684 | ||
Inventories | 6,189 | ||
Prepaid and other assets | 2,866 | ||
Property, plant & equipment | 3,181 | ||
Intangible assets | 16,072 | ||
Goodwill | 24,844 | ||
Total assets acquired | 58,836 | ||
Liabilities | |||
Accounts payable | 4,006 | ||
Other accrued liabilities | 2,717 | ||
Accrued income taxes | 5,791 | ||
Deferred tax liabilities | 3,506 | ||
Total liabilities assumed | 16,020 | ||
Net assets acquired | $ 42,816 | ||
Redstone Aerospace Corporation | |||
Assets | |||
Accounts receivable | 1,800 | ||
Property, plant & equipment | 300 | ||
Intangible assets | 9,100 | ||
Goodwill | 19,700 | ||
Total assets acquired | 30,900 | ||
Liabilities | |||
Non-Interest bearing liabilities | 1,165 | ||
Total liabilities assumed | 1,165 | ||
Net assets acquired | $ 29,735 |
Acquisitions - Purchase Price a
Acquisitions - Purchase Price at the Date of Acquisition (Detail) - Redstone Aerospace Corporation $ in Thousands | 1 Months Ended |
Mar. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |
Net cash paid at acquisition | $ 27,959 |
Fair value of cash earn out arrangement | 1,776 |
Purchase price | $ 29,735 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Detail 1) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-04-01 | Mar. 31, 2019 |
Minimum | Commercial | Direct Ship Parts | |
Disaggregation Of Revenue [Line Items] | |
Expected timing of satisfaction, period | 30 days |
Minimum | U.S. Government | Direct Ship Parts | |
Disaggregation Of Revenue [Line Items] | |
Expected timing of satisfaction, period | 30 days |
Maximum | Commercial | Direct Ship Parts | |
Disaggregation Of Revenue [Line Items] | |
Expected timing of satisfaction, period | 60 days |
Maximum | U.S. Government | Direct Ship Parts | |
Disaggregation Of Revenue [Line Items] | |
Expected timing of satisfaction, period | 60 days |
Maximum | U.S. Government | Services | |
Disaggregation Of Revenue [Line Items] | |
Expected timing of satisfaction, period | 60 days |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Disaggregation Of Revenue [Abstract] | ||
Accounts receivable net of allowance for doubtful accounts | $ 252,361 | $ 215,032 |
Standard product warranty description | The Company offers an assurance-type limited warranty that products will be free from defects in materials and workmanship. The warranty is typically one year or the industry standard in length and is limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. The products are not sold with a right of return. | |
Assurance-type limited product warranty period | 1 year |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Summary of Disaggregated Revenue by Revenue Market and Product (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 342,496 | $ 294,746 | $ 999,768 | $ 837,719 |
II-VI Laser Solutions | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 97,474 | 309,226 | ||
II-VI Photonics | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 166,473 | 461,323 | ||
II-VI Performance Products | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 78,549 | 229,219 | ||
Commercial | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 308,075 | 884,970 | ||
Commercial | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 5,014 | 15,418 | ||
Commercial | II-VI Laser Solutions | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 94,907 | 298,671 | ||
Commercial | II-VI Laser Solutions | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 267 | 2,520 | ||
Commercial | II-VI Photonics | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 164,074 | 455,404 | ||
Commercial | II-VI Photonics | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,399 | 5,919 | ||
Commercial | II-VI Performance Products | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 49,094 | 130,895 | ||
Commercial | II-VI Performance Products | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,348 | 6,979 | ||
U.S. Government | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 27,144 | 87,831 | ||
U.S. Government | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,263 | 11,549 | ||
U.S. Government | II-VI Laser Solutions | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 2,286 | 8,021 | ||
U.S. Government | II-VI Laser Solutions | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 14 | 14 | ||
U.S. Government | II-VI Performance Products | Direct Ship Parts | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 24,858 | 79,810 | ||
U.S. Government | II-VI Performance Products | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 2,249 | $ 11,535 |
Other Investments - Additional
Other Investments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | |
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity interest, percentage | 93.80% | 93.80% | 93.80% | ||||
Aggregate cost of equity method investments | $ 51,500,000 | ||||||
Working capital adjustment relating to acquisition | 200,000 | ||||||
Pro-rata share of earnings from equity method investment | $ 2,778,000 | $ 2,607,000 | |||||
Voting interest | 25.00% | ||||||
Equity Investment | $ 76,452,000 | $ 76,452,000 | $ 69,215,000 | ||||
Purchase price description of minority interest under equity method | The purchase price is equal to the greater of: (a) (i) the product of the aggregate trailing 12-month revenues of the equity investment preceding the date of purchase, multiplied by (ii) a factor of 2.9 multiplied by (iii) a factor of 0.723, multiplied by (iv) the percentage interest owned by each minority equity holder and (b) $966,666. | ||||||
Minimum purchase price consideration of remaining minority interest under equity method | 966,666 | $ 966,666 | |||||
Interest percentage in investment, accounted under cost method | 10.00% | ||||||
Investment accounted under cost method | $ 4,500,000 | ||||||
Other Long-term Liabilities | ASC 815-10, Derivatives and Hedging | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity method Investment, noncurrent liabilities | $ 2,200,000 | ||||||
Equity Investment | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity Investment | 58,200,000 | 58,200,000 | 56,300,000 | ||||
Privately-held Company | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Pro-rata share of earnings from equity method investment | $ (200,000) | $ 800,000 | $ 1,800,000 | 2,000,000 | |||
Guangdong Fuxin Electronic Technology | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity interest, percentage | 20.20% | 20.20% | |||||
Pro-rata share of earnings from equity method investment | $ 200,000 | $ 200,000 | $ 900,000 | $ 500,000 | |||
Total carrying value of equity method investment | $ 13,800,000 | $ 13,800,000 | $ 12,900,000 |
Schedule of Equity in Nonconsol
Schedule of Equity in Nonconsolidated Investment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 | Nov. 30, 2017 |
Schedule Of Equity Method Investments [Line Items] | |||
Equity Investment, Ownership Percentage | 93.80% | 93.80% | |
Equity Investment | $ 76,452 | $ 69,215 | |
Equity Investment | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity Investment | $ 58,200 | $ 56,300 | |
Nonconsolidated Investment | Equity Investment | USA | |||
Schedule Of Equity Method Investments [Line Items] | |||
Equity Investment, Ownership Percentage | 93.80% | ||
Equity Investment | $ 58,174 |
Components of Inventories (Deta
Components of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 122,416 | $ 97,502 |
Work in progress | 101,320 | 83,002 |
Finished goods | 78,125 | 67,764 |
Inventories, Total | $ 301,861 | $ 248,268 |
Property Plant and Equipment (D
Property Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 1,042,189 | $ 947,863 |
Less accumulated depreciation | (472,660) | (422,973) |
Property, Plant and Equipment, net | 569,529 | 524,890 |
Land and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 8,992 | 9,072 |
Buildings and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 230,024 | 216,507 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | 718,020 | 633,934 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, Plant and Equipment, gross | $ 85,153 | $ 88,350 |
Changes in Carrying Amount of G
Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Balance-beginning of period | $ 270,678 |
Goodwill acquired | 49,364 |
Foreign currency translation | (107) |
Balance-end of period | 319,935 |
II-VI Laser Solutions | |
Goodwill [Line Items] | |
Balance-beginning of period | 98,737 |
Foreign currency translation | (85) |
Balance-end of period | 98,652 |
II-VI Photonics | |
Goodwill [Line Items] | |
Balance-beginning of period | 109,670 |
Goodwill acquired | 26,015 |
Foreign currency translation | (22) |
Balance-end of period | 135,663 |
II-VI Performance Products | |
Goodwill [Line Items] | |
Balance-beginning of period | 62,271 |
Goodwill acquired | 23,349 |
Balance-end of period | $ 85,620 |
Gross Carrying Amount and Accum
Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 243,416 | $ 211,870 |
Accumulated Amortization | (98,624) | (86,801) |
Net Book Value | 144,792 | 125,069 |
Technology and Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 91,832 | 66,812 |
Accumulated Amortization | (37,688) | (32,979) |
Net Book Value | 54,144 | 33,833 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,825 | 15,882 |
Accumulated Amortization | (1,569) | (1,471) |
Net Book Value | 14,256 | 14,411 |
Customer Lists | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 134,189 | 127,603 |
Accumulated Amortization | (57,797) | (50,792) |
Net Book Value | 76,392 | 76,811 |
Other | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,570 | 1,573 |
Accumulated Amortization | $ (1,570) | (1,559) |
Net Book Value | $ 14 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Mar. 31, 2019 | Sep. 30, 2018 | |
Goodwill And Other Intangible Assets [Line Items] | ||
Impairment of goodwill and long-lived assets | $ 0 | |
Carrying amount of indefinite trade names acquired | 14,000,000 | |
CoAdna Holdings, Inc. | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | $ 16,072,000 | |
Redstone Aerospace Corporation | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | $ 9,100,000 | |
Technology and Patents | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Remaining amortization period of patents and customer lists, in months | 86 months | |
Technology and Patents | Minimum | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Amortization period of finite lived intangible assets, in months | 60 months | |
Technology and Patents | Maximum | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Amortization period of finite lived intangible assets, in months | 240 months | |
Technology and Patents | CoAdna Holdings, Inc. | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | $ 9,800,000 | |
Customer Lists | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Remaining amortization period of patents and customer lists, in months | 131 months | |
Customer Lists | Minimum | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Amortization period of finite lived intangible assets, in months | 120 months | |
Customer Lists | Maximum | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Amortization period of finite lived intangible assets, in months | 240 months | |
Customer Lists | CoAdna Holdings, Inc. | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | $ 6,300,000 | |
Technology-Based Intangible Assets | WSS Product Line | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | 6,300,000 | |
Technology-Based Intangible Assets | Redstone Aerospace Corporation | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Identifiable intangibles assets recorded in connection with acquisitions | $ 9,100,000 |
Estimated Amortization Expense
Estimated Amortization Expense for Existing Intangible Assets for Each of Five Succeeding Fiscal Years (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Remaining 2019 | $ 4,500 |
2020 | 17,900 |
2021 | 16,600 |
2022 | 14,900 |
2023 | $ 14,500 |
Components of Debt (Detail)
Components of Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | $ 556,542 | |
Total debt | 508,648 | $ 439,013 |
Current portion of long-term debt | (23,834) | (20,000) |
Long-term debt, less current portion | 484,814 | 419,013 |
0.25% Convertible Senior Note Due 2022 | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 345,000 | 345,000 |
Convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount | (47,042) | (56,409) |
Note payable | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 3,834 | |
Integrated Photonics, Inc | Note payable | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 3,834 | 3,834 |
Line of credit | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 155,000 | 80,000 |
Term Loans | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 50,000 | 65,000 |
Yen denominated line of credit | ||
Line Of Credit Facility [Line Items] | ||
Total debt, Gross | 2,708 | 2,714 |
Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Credit facility unamortized debt issuance costs | $ (852) | $ (1,126) |
Components of Debt (Parenthetic
Components of Debt (Parenthetical) (Detail) | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
0.25% Convertible Senior Note Due 2022 | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, interest rate | 0.25% | 0.25% |
London Interbank Offered Rate (LIBOR) | Term Loans | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, rate added on variable rate | 1.75% | |
London Interbank Offered Rate (LIBOR) | Line of credit | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, rate added on variable rate | 1.75% | |
London Interbank Offered Rate (LIBOR) | Yen denominated line of credit | ||
Line Of Credit Facility [Line Items] | ||
Debt instrument, rate added on variable rate | 1.75% |
Debt - Additional Information (
Debt - Additional Information (Detail) | Aug. 24, 2017USD ($) | Jul. 28, 2016USD ($) | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2019JPY (¥) | Jun. 30, 2018JPY (¥) |
Line Of Credit Facility [Line Items] | |||||||
Equity portion of convertible debt, net of issuance costs | $ 56,406,000 | ||||||
Debt issuance costs | $ 1,694,000 | ||||||
Available credit under lines of credit | $ 171,800,000 | $ 246,400,000 | |||||
Total outstanding letters of credit | 400,000 | ||||||
Weighted average interest rate of total borrowings | 1.60% | 1.40% | 1.60% | ||||
Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 325,000,000 | ||||||
Credit facility, term | 5 years | ||||||
Debt instrument maturity date | Jul. 27, 2021 | ||||||
Term Loans | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 100,000,000 | ||||||
Term loan, quarterly principal Payment | $ 5,000,000 | ||||||
Term loan, maturity date | Jul. 27, 2021 | ||||||
Term loan, first quarterly principal payment commencement date | Oct. 1, 2016 | ||||||
Yen denominated line of credit | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 4,600,000 | ¥ 500,000,000 | |||||
Debt instrument, month and year of maturity | 2020-08 | ||||||
Line of credit, outstanding | ¥ | ¥ 300,000,000 | ¥ 300,000,000 | |||||
Maximum | Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, optional additional borrowing amount | $ 100,000,000 | ||||||
Base Rate Option | Minimum | Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 0.00% | ||||||
Base Rate Option | Maximum | Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.25% | ||||||
Euro Rate Option | Minimum | Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.00% | ||||||
Euro Rate Option | Maximum | Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 2.25% | ||||||
London Interbank Offered Rate (LIBOR) | Term Loans | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.75% | ||||||
London Interbank Offered Rate (LIBOR) | Yen denominated line of credit | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.75% | ||||||
London Interbank Offered Rate (LIBOR) | Minimum | Yen denominated line of credit | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 0.625% | ||||||
London Interbank Offered Rate (LIBOR) | Maximum | Yen denominated line of credit | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, rate added on variable rate | 1.75% | ||||||
0.25% Convertible Senior Note Due 2022 | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt instrument, interest rate | 0.25% | 0.25% | 0.25% | ||||
Equity portion of convertible debt, net of issuance costs | $ 56,400,000 | ||||||
Debt issuance costs | $ 1,700,000 | ||||||
Debt instrument conversion, shares issued per $1,000 principal amount | 21.25 | ||||||
Debt instrument conversion, principal amount of each note converted | $ 1,000 | ||||||
Debt instrument conversion, conversion price per share | $ / shares | $ 47.06 | ||||||
Debt instrument conversion, If-converted value of notes | $ 273,000,000 | $ 318,500,000 | |||||
Effective interest rate | 4.50% | 4.50% | 4.50% | ||||
Unamortized discount | $ 41,100,000 | ||||||
Amortization period | 4 years | ||||||
Debt instrument maturity date | Sep. 1, 2022 | ||||||
0.25% Convertible Senior Note Due 2022 | Initial Purchasers | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 300,000,000 | ||||||
Debt instrument, interest rate | 0.25% | ||||||
0.25% Convertible Senior Notes Over-Allotment Option | Initial Purchasers | |||||||
Line Of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 45,000,000 | ||||||
Number of days option granted to purchase additional principal amount of notes | 30 days |
Summary of Total Interest Expen
Summary of Total Interest Expense Recognized (Detail) - 0.25% Convertible Senior Note Due 2022 - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Debt Instrument [Line Items] | ||||
0.25% contractual coupon | $ 216 | $ 216 | $ 656 | $ 513 |
Amortization of debt discount and debt issuance costs including initial purchaser discount | 3,112 | 2,974 | 9,367 | 7,017 |
Interest expense | $ 3,328 | $ 3,190 | $ 10,023 | $ 7,530 |
Summary of Total Interest Exp_2
Summary of Total Interest Expense Recognized (Parenthetical) (Detail) | Mar. 31, 2019 | Mar. 31, 2018 |
0.25% Convertible Senior Note Due 2022 | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 0.25% | 0.25% |
Remaining Annual Principal Paym
Remaining Annual Principal Payments of Credit Obligations (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Line Of Credit Facility [Line Items] | ||
Year 1 | $ 23,834 | |
Year 2 | 22,708 | |
Year 3 | 165,000 | |
Year 4 | 345,000 | |
Total | 556,542 | |
Term Loans | ||
Line Of Credit Facility [Line Items] | ||
Year 1 | 20,000 | |
Year 2 | 20,000 | |
Year 3 | 10,000 | |
Total | 50,000 | $ 65,000 |
Yen Line of Credit | ||
Line Of Credit Facility [Line Items] | ||
Year 2 | 2,708 | |
Total | 2,708 | 2,714 |
U.S. Dollar Line of Credit | ||
Line Of Credit Facility [Line Items] | ||
Year 3 | 155,000 | |
Total | 155,000 | $ 80,000 |
Note Payable | ||
Line Of Credit Facility [Line Items] | ||
Year 1 | 3,834 | |
Total | 3,834 | |
Convertible Notes | ||
Line Of Credit Facility [Line Items] | ||
Year 4 | 345,000 | |
Total | $ 345,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Income Tax Contingency [Line Items] | |||
U.S. statutory rate | 21.00% | ||
Effective income tax rate | 15.50% | 30.90% | |
Unrecognized tax benefits that would impact effective tax rate | $ 9.8 | $ 9.9 | |
Interest and penalties accrued | 0.2 | $ 0.6 | |
Liability for uncertain tax positions that would impact the effective tax rate if recognized | $ 2.4 | ||
United States Internal Revenue Service | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2017 | ||
United States Internal Revenue Service | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2019 | ||
State Jurisdictions | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2014 | ||
State Jurisdictions | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2019 | ||
Foreign Taxing Jurisdictions | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2009 | ||
Foreign Taxing Jurisdictions | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Tax year remain open to examination | 2019 | ||
Subsidiaries in Philippines | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2017 | ||
Subsidiary in Germany | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2012 | ||
Subsidiary in Germany | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2015 | ||
Subsidiary in New Jersey | Earliest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2014 | ||
Subsidiary in New Jersey | Latest Tax Year | |||
Income Tax Contingency [Line Items] | |||
Income tax examination, year(s) under examination | 2017 |
Computation of Earnings Per Sha
Computation of Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Numerator: | ||||
Net earnings | $ 24,638 | $ 30,098 | $ 79,489 | $ 60,835 |
Numerator for basic income per share | 24,638 | 30,098 | 79,489 | 60,835 |
Effect of dilutive securities: | ||||
Numerator for diluted income per share | $ 24,638 | $ 32,618 | $ 79,489 | $ 60,835 |
Denominator: | ||||
Denominator for basic income per share - weighted average shares | 63,612 | 62,427 | 63,539 | 62,491 |
Effect of dilutive securities: | ||||
Dilutive effect of common stock equivalents | 2,089 | 2,624 | 2,305 | 2,633 |
Dilutive potential common shares | 2,089 | 9,955 | 2,305 | 2,633 |
Denominator for diluted income per share | 65,701 | 72,382 | 65,844 | 65,124 |
Net earnings per share: | ||||
Basic earnings per common share | $ 0.39 | $ 0.48 | $ 1.25 | $ 0.97 |
Diluted earnings per common share | $ 0.38 | $ 0.45 | $ 1.21 | $ 0.93 |
0.25% Convertible Senior Note Due 2022 | ||||
Effect of dilutive securities: | ||||
Interest expense, net of tax, on 0.25% Convertible Senior Notes due 2022 | $ 2,520 | |||
Effect of dilutive securities: | ||||
0.25% Convertible Senior Notes due 2022 | 7,331 |
Computation of Earnings Per S_2
Computation of Earnings Per Share (Parenthetical) (Detail) - 0.25% Convertible Senior Note Due 2022 | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Debt instrument, interest rate | 0.25% | 0.25% |
Debt instrument maturity date | Sep. 1, 2022 |
Schedule of Potential Shares of
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 7,440 | 199 | 7,450 | 7,471 |
0.25% Convertible Senior Note Due 2022 | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 7,331 | 7,331 | 7,331 | |
Common Stock Equivalents | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Total anti-dilutive shares | 109 | 199 | 119 | 140 |
Schedule of Potential Shares _2
Schedule of Potential Shares of Common Stock Excluded from the Calculation of Diluted Net Income Per Share (Parenthetical) (Details) - 0.25% Convertible Senior Note Due 2022 | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Debt instrument, interest rate | 0.25% | 0.25% |
Debt instrument maturity date | Sep. 1, 2022 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 3 |
Financial Information of Compan
Financial Information of Company's Operation by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | $ 342,496 | $ 294,746 | $ 999,768 | $ 837,719 | |
Operating income (expense) | 31,130 | 34,479 | 107,949 | 96,739 | |
Interest expense | (5,647) | (5,014) | (16,811) | (13,303) | |
Other income (expense), net | 1,532 | 1,755 | 2,946 | 4,551 | |
Income taxes | (2,377) | (1,122) | (14,595) | (27,152) | |
Net earnings | 24,638 | 30,098 | 79,489 | 60,835 | |
Depreciation and amortization | 23,161 | 19,924 | 67,627 | 58,149 | |
Segment assets | 1,941,977 | 1,941,977 | $ 1,761,661 | ||
Expenditures for property, plant & equipment | 34,783 | 38,614 | 108,170 | 115,437 | |
Investments | 76,452 | 76,452 | $ 69,215 | ||
II-VI Laser Solutions | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 97,474 | 309,226 | |||
II-VI Photonics | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 166,473 | 461,323 | |||
II-VI Performance Products | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 78,549 | 229,219 | |||
Operating Segments | II-VI Laser Solutions | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 97,474 | 104,537 | 309,226 | 297,506 | |
Inter-segment revenues | 15,301 | 8,268 | 42,486 | 22,335 | |
Operating income (expense) | 5,937 | 11,602 | 30,469 | 23,695 | |
Depreciation and amortization | 11,189 | 10,112 | 32,629 | 27,165 | |
Segment assets | 721,234 | 721,234 | |||
Expenditures for property, plant & equipment | 17,566 | 16,542 | 44,460 | 52,724 | |
Operating Segments | II-VI Photonics | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 166,473 | 122,037 | 461,323 | 353,281 | |
Inter-segment revenues | 3,115 | (175) | 8,451 | 8,185 | |
Operating income (expense) | 20,723 | 14,024 | 59,722 | 49,687 | |
Depreciation and amortization | 6,795 | 5,843 | 19,456 | 17,019 | |
Segment assets | 685,141 | 685,141 | |||
Expenditures for property, plant & equipment | 11,177 | 14,754 | 34,451 | 32,429 | |
Operating Segments | II-VI Performance Products | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Revenues | 78,549 | 68,172 | 229,219 | 186,932 | |
Inter-segment revenues | 5,392 | 6,870 | 17,113 | 19,180 | |
Operating income (expense) | 8,377 | 8,853 | 28,768 | 23,357 | |
Depreciation and amortization | 5,177 | 3,969 | 15,542 | 13,965 | |
Segment assets | 535,602 | 535,602 | |||
Expenditures for property, plant & equipment | 6,040 | 7,319 | 29,259 | 30,284 | |
Investments | 76,452 | 76,452 | |||
Eliminations & Other | |||||
Segment Reporting Reconciling Item For Operating Profit Loss From Segment To Consolidated [Line Items] | |||||
Inter-segment revenues | (23,808) | $ (14,963) | (68,050) | $ (49,700) | |
Operating income (expense) | $ (3,907) | $ (11,010) |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) | 9 Months Ended |
Mar. 31, 2019shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of share based compensation expense allocated to cost of sales | 20.00% |
Percentage of share based compensation expense allocated to selling, general and administrative expense | 80.00% |
Omnibus Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Common stock authorized for issuance under the Plan | 3,550,000 |
Share-Based Compensation Expens
Share-Based Compensation Expense by Award Type (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | $ 7,932 | $ 3,586 | $ 18,227 | $ 15,295 |
Stock Options and Cash-Based Stock Appreciation Rights | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | 2,311 | 737 | 5,093 | 5,262 |
Restricted Share Awards and Cash-Based Restricted Share Unit Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | 2,336 | 1,381 | 7,135 | 6,125 |
Performance Share Awards and Cash-Based Performance Share Unit Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share based compensation expense | $ 3,285 | $ 1,468 | $ 5,999 | $ 3,908 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Additional Information (Detail) | Mar. 31, 2019 | Mar. 31, 2018 |
Convertible Notes | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Debt instrument, interest rate | 0.25% | 0.25% |
Summary of Fair Value and Carry
Summary of Fair Value and Carrying Value of Convertible Notes (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Convertible notes fair value | $ 359,832 |
Convertible notes carrying value | $ 297,958 |
Summary by Level of Fair Value
Summary by Level of Fair Value of Financial Instruments Measured on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Fair Value, Inputs, Level 3 | ||
Liabilities: | ||
Contingent earnout arrangements | $ 7,346 | $ 7,429 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Foreign currency forward contracts | 43 | 121 |
Liabilities: | ||
Contingent earnout arrangements | 5,322 | 5,405 |
Net put option | 2,024 | 2,024 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Assets: | ||
Foreign currency forward contracts | 43 | 121 |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Liabilities: | ||
Contingent earnout arrangements | 5,322 | 5,405 |
Net put option | $ 2,024 | $ 2,024 |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Fair Value Measurements of Level Three Contingent Earnout Arrangements Related to Company's Acquisitions (Detail) $ in Thousands | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Contingent earnout arrangements: | |
Payments on earnout arrangements | $ (3,540) |
Fair Value, Inputs, Level 3 | |
Business Acquisition Contingent Consideration [Line Items] | |
Balance - beginning of period | 7,429 |
Contingent earnout arrangements: | |
Payments on earnout arrangements | (3,540) |
Other earnout arrangements | 4,397 |
Balance - end of period | 7,346 |
Fair Value, Inputs, Level 3 | Other Expense, (Income) | |
Contingent earnout arrangements: | |
Changes in fair value recorded in other expense (income) | $ (940) |
Schedule of Net Periodic Pensio
Schedule of Net Periodic Pension Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Defined Benefit Plan Net Periodic Benefit Cost [Abstract] | ||||
Service cost | $ 912 | $ 967 | $ 2,803 | $ 2,865 |
Interest cost | 133 | 109 | 409 | 323 |
Expected return on plan assets | (239) | (218) | (735) | (646) |
Net amortization | 37 | (150) | (5) | |
Net periodic pension costs | $ 843 | $ 708 | $ 2,472 | $ 2,542 |
Post-Retirement Benefits - Addi
Post-Retirement Benefits - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Contributions to the Compensation Plan by the employer | $ 0.8 | $ 0.9 | $ 2.4 | $ 2.8 |
Contributions to the Compensation Plan by the employer in remainder of fiscal year 2018 | $ 0.8 | $ 0.8 |
Share Repurchase Programs (Deta
Share Repurchase Programs (Detail) - USD ($) | 3 Months Ended | 56 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Aug. 31, 2014 | |
Equity Class Of Treasury Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 50,000,000 | ||
Purchase of common stock, shares | 1,316,587 | ||
Purchase of Treasury Stock | $ 19,000,000 | ||
Program | |||
Equity Class Of Treasury Stock [Line Items] | |||
Purchase of common stock, shares | 0 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income ("AOCI") by Component, Net of Tax (Detail) $ in Thousands | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | $ 1,024,311 |
Other comprehensive income before reclassifications | (6,425) |
Amounts reclassified from AOCI | (4) |
Net current-period other comprehensive income | (6,429) |
Ending Balance | 1,113,558 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (1,308) |
Other comprehensive income before reclassifications | (6,425) |
Net current-period other comprehensive income | (6,425) |
Ending Balance | (7,733) |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (2,472) |
Amounts reclassified from AOCI | (4) |
Net current-period other comprehensive income | (4) |
Ending Balance | (2,476) |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (3,780) |
Ending Balance | $ (10,209) |
Capital Lease - Schedule of Fut
Capital Lease - Schedule of Future Minimum Lease Payments Due Under Non-Cancelable Capital Lease (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
2019 (remaining) | $ 581 |
2020 | 2,355 |
2021 | 2,419 |
2022 | 2,486 |
2023 | 2,554 |
Thereafter | 24,740 |
Total minimum lease payments | 35,135 |
Less amount representing interest | 10,535 |
Present value of capitalized payments | $ 24,600 |
Capital Lease - Additional Info
Capital Lease - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Capital Leased Assets [Line Items] | |||
Capital leases future minimum payments present value at inception | $ 25,000 | $ 25,000 | |
Property, plant and equipment estimated useful lives, years | 15 years | ||
Depreciation | $ 55,616 | $ 47,157 | |
Capital Leased Asset | |||
Capital Leased Assets [Line Items] | |||
Depreciation | $ 400 | $ 1,200 |