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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________________
FORM 10-Q
________________________________________________________________
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2024
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from                      to                     .
Commission File Number: 001-39375
________________________________________________________________
COHERENT CORP.
(Exact name of registrant as specified in its charter)
________________________________________________________________
Pennsylvania25-1214948
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
375 Saxonburg Boulevard16056
Saxonburg,PA(Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code: 724-352-4455
N/A
(Former name, former address and former fiscal year, if changed since last report)
________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueCOHRNew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act       
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
At November 4, 2024, 154,663,982 shares of Common Stock, no par value, of the registrant were outstanding.


COHERENT CORP.
INDEX
Page No.
Condensed Consolidated Balance Sheets – September 30, 2024 and June 30, 2024 (Unaudited)
Condensed Consolidated Statements of Earnings (Loss) – Three Months Ended September 30, 2024 and 2023 (Unaudited)
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended September 30, 2024 and 2023 (Unaudited)
Condensed Consolidated Statements of Cash Flows – Three Months Ended September 30, 2024 and 2023 (Unaudited)
Condensed Consolidated Statements of Equity and Mezzanine Equity – Three Months Ended September 30, 2024 and 2023 (Unaudited)

2

PART I - FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS
Coherent Corp. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
($000)
September 30,
2024
June 30,
2024
Assets
Current Assets
Cash and cash equivalents$1,019,648 $926,033 
Restricted cash, current51,417 174,008 
Accounts receivable - less allowance for doubtful accounts of $8,625 at September 30, 2024 and $9,511 at June 30, 2024
819,712 848,542 
Inventories1,386,149 1,286,404 
Prepaid and refundable income taxes25,245 26,909 
Prepaid and other current assets328,116 398,203 
Total Current Assets3,630,287 3,660,099 
Property, plant & equipment, net1,875,314 1,817,259 
Goodwill4,595,643 4,464,329 
Other intangible assets, net3,514,687 3,503,247 
Deferred income taxes53,550 40,966 
Restricted cash, non-current711,393 689,645 
Other assets318,426 313,089 
Total Assets$14,699,300 $14,488,634 
Liabilities, Mezzanine Equity and Equity
Current Liabilities
Current portion of long-term debt$69,928 $73,770 
Accounts payable689,672 631,548 
Accrued compensation and benefits196,993 212,458 
Operating lease current liabilities41,890 40,580 
Accrued income taxes payable101,829 90,705 
Other accrued liabilities257,678 294,706 
Total Current Liabilities1,357,990 1,343,767 
Long-term debt3,918,841 4,026,448 
Deferred income taxes751,138 784,374 
Operating lease liabilities176,442 162,355 
Other liabilities226,290 225,411 
Total Liabilities6,430,701 6,542,355 
Mezzanine Equity
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 shares at September 30, 2024 and June 30, 2024; redemption value - $2,458,208 and $2,427,860, respectively
2,396,605 2,364,772 
Shareholders' Equity
Common stock, no par value; authorized - 300,000,000 shares; issued - 170,543,560 shares at September 30, 2024; 168,406,323 shares at June 30, 2024
4,913,672 4,857,657 
Accumulated other comprehensive income (AOCI)
273,453 2,640 
Retained earnings658,997 664,940 
5,846,122 5,525,237 
Treasury stock, at cost; 16,027,905 shares at September 30, 2024 and 15,626,740 shares at June 30, 2024
(345,045)(315,122)
Total Coherent Corp. Shareholders’ Equity5,501,077 5,210,115 
Noncontrolling interests (NCI)370,917 371,392 
Total Equity5,871,994 5,581,507 
Total Liabilities, Mezzanine Equity and Equity$14,699,300 $14,488,634 
See Notes to Condensed Consolidated Financial Statements.
3

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Earnings (Loss) (Unaudited)
($000, except per share data)

Three Months Ended
September 30,
20242023
Revenues$1,348,135 $1,053,083 
Costs, Expenses, and Other Expense (Income)
Cost of goods sold888,003 746,188 
Research and development131,602 113,488 
Selling, general and administrative228,968 211,697 
Restructuring charges24,364 3,018 
Interest expense66,644 73,258 
Other income, net
(10,749)(6,269)
Total Costs, Expenses, & Other Expense
1,328,832 1,141,380 
Earnings (Loss) Before Income Taxes
19,303 (88,297)
Income Tax Benefit
(5,558)(20,763)
Net Earnings (Loss)
24,861 (67,534)
Net Loss Attributable to Noncontrolling Interests(1,026) 
Net Earnings (Loss) Attributable to Coherent Corp. 25,887 (67,534)
Less: Dividends on Preferred Stock31,833 30,173 
Net Loss Available to the Common Shareholders
$(5,946)$(97,707)
Basic Loss Per Share
$(0.04)$(0.65)
Diluted Loss Per Share
$(0.04)$(0.65)
See Notes to Condensed Consolidated Financial Statements.

4

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
($000)
Three Months Ended
September 30,
20242023
Net Earnings (Loss)
$24,861 $(67,534)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments290,274 (107,903)
Change in fair value of interest rate swap, net of taxes of $1,671 for the three months ended September 30, 2024; and $(1,277) for the three months ended September 30, 2023
3,401 (4,662)
Change in fair value of interest rate cap, net of taxes of $(6,068) for the three months ended September 30, 2024; and $2,145 for the three months ended September 30, 2023
(22,156)7,600 
Pension adjustment, net of taxes of $0 for the three months ended September 30, 2024 and September 30, 2023
(155)291 
Comprehensive Income (Loss)
296,225 (172,208)
Comprehensive Loss Attributable to Noncontrolling Interests(1,026) 
Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests551  
Comprehensive Income (Loss) Attributable to Coherent Corp.$296,700 $(172,208)
See Notes to Condensed Consolidated Financial Statements.
5

Coherent Corp. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
($000)
Three Months Ended September 30,
20242023
Cash Flows from Operating Activities
Net earnings (loss)
$24,861 $(67,534)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
Depreciation65,882 65,698 
Amortization71,862 72,661 
Share-based compensation expense34,960 45,957 
Amortization of debt issuance costs5,484 3,567 
Non-cash restructuring charges18,352 319 
Loss on disposal of property, plant and equipment(22)(101)
Unrealized losses (gains) on foreign currency remeasurements and transactions
21,491 (14,462)
Loss (earnings) from equity investments(392)243 
Deferred income taxes(42,655)(39,627)
Increase (decrease) in cash from changes in (net of effect of acquisitions):
Accounts receivable22,583 116,295 
Inventories(54,781)(16,709)
Accounts payable44,644 41,985 
Contract liabilities(9,273)(9,769)
Income taxes(13,606)(2,806)
Accrued compensation and benefits(15,465)7,482 
Other operating net assets (liabilities)(20,945)(4,396)
Net cash provided by operating activities152,980 198,803 
Cash Flows from Investing Activities
Additions to property, plant & equipment(91,984)(62,197)
Proceeds from the sale of business27,000  
Other investing activities(750)(1,978)
Net cash used in investing activities(65,734)(64,175)
Cash Flows from Financing Activities
Payments on existing debt(117,859)(18,683)
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan24,405 14,947 
Payments in satisfaction of employees' minimum tax obligations(31,990)(13,876)
Other financing activities(219)(268)
Net cash used in financing activities(125,663)(17,880)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash31,189 (9,458)
Net increase (decrease) in cash, cash equivalents, and restricted cash
(7,228)107,290 
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period1,789,686 837,566 
Cash, Cash Equivalents, and Restricted Cash at End of Period$1,782,458 $944,856 
Supplemental Information
Cash paid for interest$63,434 $67,320 
Cash paid for income taxes$33,899 $14,810 
Additions to property, plant & equipment included in accounts payable$60,050 $39,264 
Non-Cash Investing and Financing Activities
Conversion of Series A preferred stock to common stock$ $445,319 
See Notes to Condensed Consolidated Financial Statements.
6


The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows.

September 30,
20242023
Cash and cash equivalents$1,019,648 $935,221 
Restricted cash, current51,417 5,860 
Restricted cash, non-current711,393 3,775 
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows$1,782,458 $944,856 

7

Coherent Corp and Subsidiaries
Condensed Consolidated Statements of Equity and Mezzanine Equity (Unaudited)
($000, including share amounts)
Common StockPreferred StockAOCIRetained EarningsTreasury StockNCITotalMezzanine Equity
SharesAmountSharesAmountSharesAmountPref SharesAmount
Balance - June 30, 2024168,408 $4,857,657  $ $2,640 $664,940 (15,629)$(315,122)$371,392 $5,581,507 215 $2,364,772 
Share-based and deferred compensation2,136 56,015 — — — 3 (399)(29,923)— 26,095 — — 
Net earnings (loss)— — — — — 25,887 — — (1,026)24,861 — — 
Foreign currency translation adjustments— — — — 289,723 — — — 551 290,274 — — 
Change in fair value of interest rate swap, net of taxes of $1,671
— — — — 3,401 — — — — 3,401 — — 
Change in fair value of interest rate cap, net of taxes of $(6,068)
— — — — (22,156)— — — — (22,156)— — 
Pension adjustment, net of taxes of $0
— — — — (155)— — — — (155)— — 
Dividends— — — — — (31,833)— — — (31,833)— 31,833 
Balance - September 30, 2024170,544 $4,913,672  $ $273,453 $658,997 (16,028)$(345,045)$370,917 $5,871,994 215 $2,396,605 


Common StockPreferred StockAOCIRetained EarningsTreasury StockTotalMezzanine Equity
SharesAmountSharesAmountSharesAmountNCIPref SharesAmount
Balance - June 30, 2023154,721 $3,781,211 2,300 $445,319 $109,726 $944,416 (15,137)$(293,121)$ $4,987,551 215 $2,241,415 
Share-based and deferred compensation1,804 60,748 — — — — (366)(13,932)— 46,816 — — 
Conversion of Series A preferred stock10,240 445,319 (2,300)(445,319)— — — — —  — — 
Net loss— — — — — (67,534)— — — (67,534)— — 
Foreign currency translation adjustments— — — — (107,903)— — — — (107,903)— — 
Change in fair value of interest rate swap, net of taxes of $(1,277)
— — — — (4,662)— — — — (4,662)— — 
Change in fair value of interest rate cap, net of taxes of $2,145
— — — — 7,600 — — — — 7,600 — — 
Pension adjustment, net of taxes of $0
— — — — 291 — — — — 291 — — 
Dividends— — — — — (30,173)— — — (30,173)— 30,173 
Balance - September 30, 2023166,765 $4,287,278  $ $5,052 $846,709 (15,503)$(307,053)$ $4,831,986 215 $2,271,588 
See Notes to Condensed Consolidated Financial Statements.
8

Coherent Corp. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1.    Basis of Presentation
The condensed consolidated financial statements of Coherent Corp. (“Coherent”, the “Company”, “we”, “us” or “our”) for the three months ended September 30, 2024 and 2023 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 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 16, 2024. The condensed consolidated results of operations for the three months ended September 30, 2024 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, 2024 was derived from the Company’s audited consolidated financial statements.
Certain prior year amounts have been reclassified for consistency with the current year presentation.
Note 2.    Recently Issued Financial Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
Note 3.    Revenue from Contracts with Customers
We believe that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows.
9


The following tables summarize disaggregated revenue by market ($000):
Three Months Ended September 30, 2024
NetworkingMaterialsLasersTotal
Industrial$14,380 $119,646 $272,914 $406,940 
Communications739,156 35,135  774,291 
Electronics2,171 74,057  76,228 
Instrumentation7,165 8,589 74,922 90,676 
Total Revenues$762,872 $237,427 $347,836 $1,348,135 
Three Months Ended September 30, 2023
NetworkingMaterialsLasersTotal
Industrial$15,965 $133,203 $255,166 $404,334 
Communications446,274 13,252  459,526 
Electronics1,724 88,065  89,789 
Instrumentation8,886 10,120 80,428 99,434 
Total Revenues$472,849 $244,640 $335,594 $1,053,083 
Contract Liabilities
Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities generally relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligations have been satisfied. During the three months ended September 30, 2024, we recognized revenue of $27 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2024. We had $69 million of contract liabilities recorded in the Condensed Consolidated Balance Sheet as of September 30, 2024. As of September 30, 2024, $56 million of contract liabilities is included within Other accrued liabilities, and $13 million is included within Other liabilities on the Condensed Consolidated Balance Sheet.
Note 4.    Inventories
The components of inventories were as follows ($000):
September 30,
2024
June 30,
2024
Raw materials$385,422 $429,888 
Work in progress736,432 620,575 
Finished goods264,295 235,941 
Total inventories$1,386,149 $1,286,404 
Note 5.    Property, Plant and Equipment
Property, plant and equipment consists of the following ($000):
September 30,
2024
June 30,
2024
Land and improvements$67,572 $66,156 
Buildings and improvements793,950 774,991 
Machinery and equipment2,111,407 2,034,310 
Construction in progress440,674 398,884 
Finance lease right-of-use asset25,000 25,000 
3,438,603 3,299,341 
Less accumulated depreciation and amortization(1,563,289)(1,482,082)
Property, plant, and equipment, net$1,875,314 $1,817,259 
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Note 6.    Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill were as follows ($000):
Three Months Ended September 30, 2024
NetworkingMaterials LasersTotal
Balance-beginning of period$1,036,592 $245,983 $3,181,754 $4,464,329 
Foreign currency translation1,900 2,778 126,636 131,314 
Balance-end of period$1,038,492 $248,761 $3,308,390 $4,595,643 
We test goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that fair value is below carrying value.
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows ($000):
September 30, 2024June 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book Value
Technology$1,685,122 $(430,328)$1,254,794 $1,653,289 $(394,040)$1,259,249 
Trade Names438,470 (8,470)430,000 438,470 (8,470)430,000 
Customer Lists2,377,951 (549,878)1,828,073 2,310,550 (498,252)1,812,298 
Backlog and Other91,732 (89,912)1,820 88,792 (87,092)1,700 
Total$4,593,275 $(1,078,588)$3,514,687 $4,491,101 $(987,854)$3,503,247 
Note 7.    Debt
The components of debt as of the dates indicated were as follows ($000):
September 30,
2024
June 30,
2024
Term A Facility, interest at adjusted SOFR, as defined, plus 1.850%
$765,000 $775,625 
Debt issuance costs, Term A Facility and Revolving Credit Facility(12,456)(13,586)
Term B Facility, interest at adjusted SOFR, as defined, plus 2.500%
2,274,803 2,384,536 
Debt issuance costs, Term B Facility(42,075)(49,835)
1.30% Term loan
 335 
Facility construction loan in Germany19,196 19,082 
5.000% Senior Notes
990,000 990,000 
Debt issuance costs and discount, Senior Notes(5,699)(5,939)
Total debt3,988,769 4,100,218 
Current portion of long-term debt(69,928)(73,770)
Long-term debt, less current portion$3,918,841 $4,026,448 
Senior Credit Facilities
On July 1, 2022 (the “Closing Date”), Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR plus 1.85% as of September 30, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under which the principal amount of term B loans outstanding under
11

the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.50% as of September 30, 2024. The maturity of the New Term Loans and revolving credit facility remains unchanged. Debt extinguishment costs related to the replacement of the Existing Term B Loans of $2 million were expensed in Other income, net in the Condensed Consolidated Statement of Earnings (Loss) during the quarter ended June 30, 2024.
In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs and the benefit of the interest rate cap and swap, of $53 million and $57 million in the three months ended September 30, 2024 and September 30, 2023, respectively, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap, reduced interest expense by $13 million and $11 million during the three months ended September 30, 2024 and September 30, 2023, respectively. The amortization of debt issuance costs included in interest expense was $5 million and $3 million in the three months ended September 30, 2024 and September 30, 2023, respectively. Debt issuance costs are presented as a reduction to debt within the Long-term debt caption in the Condensed Consolidated Balance Sheets.
On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially all of their assets to secure such obligations.
As of September 30, 2024, the Company was in compliance with all covenants under the Term Facilities.
Debt Assumed through Acquisition
We assumed the remaining balances of three term loans with the closing of the acquisition of Coherent, Inc. The aggregate principal amount outstanding is $19 million as of September 30, 2024. The term loans assumed consisted of the following: (i) 1.3% Term Loan (repaid prior to September 30, 2024), (ii) 1.0% State of Connecticut Term Loan due 2023 (repaid in fiscal 2023), and (iii) Facility construction loan in Germany. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years, and borrowings bear interest at 1.55% per annum. Payments are made quarterly.
5.000% Senior Notes due 2029
On December 10, 2021, the Company issued $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029.
On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company may redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
In relation to the Senior Notes, the Company incurred interest expense of $13 million in both the three months ended September 30, 2024 and September 30, 2023, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss).
The Indenture contains customary covenants and events of default, including default relating to, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of September 30, 2024, the Company was in compliance with all covenants under the Indenture.
Aggregate Availability
The Company had aggregate availability of $320 million under its Revolving Credit Facility as of September 30, 2024.
12


Note 8.    Income Taxes
The Company’s year-to-date effective income tax rate was (29)% at September 30, 2024 compared to 24% for the period ending September 30, 2023. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily due to a discrete benefit relating to share-based compensation and tax rate differentials between U.S. and foreign jurisdictions.
U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of September 30, 2024 and June 30, 2024, the Company’s gross unrecognized tax benefit, excluding interest and penalties, was $115 million and $117 million, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. Due to the U.S. valuation allowance, a large portion of the gross unrecognized tax benefit will not impact the tax rate if recognized. As of September 30, 2024, $19 million of the gross unrecognized tax benefit would impact the effective tax rate if recognized. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision in the Condensed Consolidated Statements of Earnings (Loss). The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $8 million and $7 million at September 30, 2024 and June 30, 2024, respectively.
Fiscal years 2018 and 2020 to 2023 remain open to examination by the Internal Revenue Service, fiscal years 2019 to 2023 remain open to examination by certain state jurisdictions, and fiscal years 2012 to 2023 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in Vietnam for the years ended June 30, 2017 through September 30, 2021; Singapore for the year ended September 30, 2020; Korea for the year ended September 30, 2021; Spain for the years ended September 30, 2020 through September 30, 2022; and Germany for the years ended June 30, 2012 through September 30, 2020. The Company believes its income tax reserves for these tax matters are adequate.
Note 9.    Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in Property, plant and equipment, net, and finance lease liabilities within Other accrued liabilities and Other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are recorded in Other assets and Operating lease liabilities, current and non-current on our Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of our leased assets and corresponding liabilities. Our lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option.
Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
13


The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended September 30, 2024Three Months Ended
September 30, 2023
Finance lease cost
Amortization of right-of-use assets$417 $417 
Interest on lease liabilities246 268 
Total finance lease cost663 685 
Operating lease cost14,259 12,937 
Total lease cost$14,922 $13,622 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$246 $268 
Operating cash flows from operating leases13,695 12,268 
Financing cash flows from finance leases419 379 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.38.3
Operating leases6.87.2
Weighted-Average Discount Rate
Finance leases5.6 %5.6 %
Operating leases7.0 %5.8 %
Note 10.    Equity and Redeemable Preferred Stock
As of September 30, 2024, the Company’s amended and restated articles of incorporation authorize our board of directors, without the approval of our shareholders, to issue 5 million shares of our preferred stock. As of September 30, 2024, 2.3 million shares of mandatory preferred convertible shares have been authorized, none are outstanding; 75,000 shares of Series B-1 convertible preferred stock, no par value, have been issued and are outstanding; and 140,000 shares of Series B-2 convertible preferred stock, no par value, have been issued and are outstanding.
Mandatory Convertible Preferred Stock
In July 2020, the Company issued 2.3 million shares of Mandatory Convertible Preferred Stock.
All outstanding shares of Mandatory Convertible Preferred Stock were converted to 10,240,290 shares of Company Common Stock on July 3, 2023, at a conversion ratio of 4.4523, and no shares of Mandatory Convertible Preferred Stock are currently issued and outstanding.
Series B Convertible Preferred Stock
In March 2021, the Company issued 75,000 shares of Series B-1 Convertible Preferred Stock, no par value per share (“Series B-1 Preferred Stock”), for $10,000 per share, resulting in an aggregate purchase price of $750 million. On July 1, 2022, the Company issued 140,000 shares of Series B-2 Convertible Preferred Stock, no par value per share (“Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), for $10,000 per share and an aggregate purchase price of $1.4 billion.
The shares of Series B Preferred Stock are convertible into shares of Coherent Common Stock as follows:
at the election of the holder, at an initial conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”) upon the delivery by Coherent to the holders of the Series B Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and
at the election of the Company, any time following March 31, 2024 and July 1, 2025 for the Series B-1 and B-2 Preferred Stock, respectively, at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days.
14


The issued shares of Series B Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock, on an as-converted basis, subject to limited exceptions.
On or at any time after March 31, 2031 and July 1, 2032 for the Series B-1 and B-2 Preferred Stock, respectively:
each holder has the right to require the Company to redeem all of their Coherent Series B Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and
the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B Preferred Stock outstanding, for cash, at the Redemption Price.
In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively.
If the Company defaults on a payment obligation with respect to the Series B Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum.
The Series B Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity.
The Series B Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings (Loss) Available to Common Shareholders.
Preferred stock dividends are presented as a reduction to Retained earnings on the Condensed Consolidated Balance Sheets.
The following table presents dividends per share and dividends recognized:
Three Months Ended
September 30,
20242023
Dividends per share$148 $140 
Dividends ($000)30,348 28,874 
Deemed dividends ($000)1,485 1,299 
Note 11.    Noncontrolling Interests
On December 4, 2023, Silicon Carbide LLC (“Silicon Carbide”), one of the Company’s subsidiaries, completed (i) the sale of 16,666,667 Class A Common Units to Denso Corporation (“Denso”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and Denso and (ii) the sale of 16,666,667 Class A Common units
15


to Mitsubishi Electric Corporation (“MELCO”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and MELCO (collectively, the “Equity Investments”).
As a consequence of the Equity Investments, the Company’s ownership interest in the Class A Common Units of Silicon Carbide LLC was reduced to approximately 75%. Denso and MELCO each, individually, own approximately 12.5% of the Class A Common Units of Silicon Carbide.
The Equity Investments in Silicon Carbide enables Coherent to increase its available free cash flow to provide greater financial and operational flexibility to execute its capital allocation priorities, as the aggregate $1 billion investment, net of transaction costs, will be used to fund future capital expansion of Silicon Carbide.
The following table presents the activity in noncontrolling interests in Silicon Carbide ($000s):
Three Months Ended
September 30, 2024
Balance-beginning of period$371,392 
Share of foreign currency translation adjustments551 
Net loss(1,026)
Balance-end of period$370,917 

Note 12.    Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. For the three months ended September 30, 2024 and September 30, 2023, as the Company was in a net loss position, there were no dilutive shares.
Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings (loss) per common share. For the three months ended September 30, 2024 and September 30, 2023, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares, calculated based on the average stock price for each fiscal period, using the treasury stock method, as well as the shares of Coherent Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (000, except per share data):
Three Months Ended
September 30,
20242023
Numerator
Net earnings (loss) attributable to Coherent Corp.$25,887 $(67,534)
Deduct Series B dividends and deemed dividends(31,833)(30,173)
Basic loss available to common shareholders$(5,946)$(97,707)
Diluted loss available to common shareholders$(5,946)$(97,707)
Diluted weighted average common shares153,626 150,328 
Basic loss per common share$(0.04)$(0.65)
Diluted loss per common share$(0.04)$(0.65)
16

The following table presents potential shares of common stock excluded from the calculation of diluted net loss per share, as their effect would have been anti-dilutive (000):
Three Months Ended
September 30,
20242023
Common stock equivalents4,944 2,337 
Series B Convertible Preferred Stock28,563 27,176 
Total anti-dilutive shares33,507 29,513 
Note 13.    Segment Reporting
The Company reports its business segments using the “management approach” model for segment reporting. This means that we determine our reportable business segments based on the way the chief operating decision-maker (“CODM”) analyzes business segments within the Company for making operating decisions and assessing financial performance.
We report our financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Our CODM receives and reviews financial information based on these three segments. During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our CODM implemented changes in the measure he uses to allocate resources and assess performance. Our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of operating income, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, and certain other charges. Additionally, effective the first quarter of fiscal 2025, we no longer allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. The segments are managed separately due to the market, production requirements and facilities unique to each segment. The accounting policies are consistent across each segment. Effective the first quarter of fiscal 2025, we no longer allocate corporate assets to the segments.
Comparative prior period segment information has been recast to conform to the new segment profitability measure. The change in our operating segment measure had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.
The following tables summarize selected financial information of our operations by segment and reconciles segment profit to consolidated earnings (loss) before income taxes for the periods presented ($000):
17

Three Months Ended
September 30,
20242023
Segment revenue
Networking$762,872 $472,849 
Materials237,427 244,640 
Lasers347,836 335,594 
Total segment revenue1,348,135 1,053,083 
Intersegment revenue
Networking14,427 12,887 
Materials132,168 87,742 
Lasers1,564 639 
Unallocated(148,159)(101,268)
Total intersegment revenue  
Segment profit
Networking140,276 67,193 
Materials96,647 57,815 
Lasers68,785 52,900 
Total segment profit305,708 177,908 
Unallocated Corporate items:
Corporate and centralized function costs (1)
(73,102)(45,535)
Share-based compensation(35,478)(44,524)
Restructuring costs (2)
(24,364)(3,018)
Integration, site consolidated and other costs (3)
(25,702)(33,074)
Amortization of intangibles(71,862)(72,662)
Start-up costs (403)
Interest expense(66,644)(73,258)
Other (income) expense, net10,749 6,269 
Earnings (loss) before income taxes$19,303 $(88,297)
Expenditures for property, plant, and equipment
Networking$48,686 $17,493 
Materials33,796 40,512 
Lasers9,502 4,192 
Total expenditures for property, plant, and equipment$91,984 $62,197 
Segment assets and reconciliation to total assets
Networking$3,495,881 $3,200,796 
Materials2,911,978 2,027,164 
Lasers7,536,963 7,569,884 
Corporate and shared services754,478 723,454 
Total assets$14,699,300 $13,521,298 
(1)We do not allocate corporate and centralized function costs that are not directly attributable to our operating segments.
(2)See Note 17. Restructuring Plan for further information.
18

(3)Integration and site consolidation costs in the three months ended September 30, 2024 include $12 million consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, $9 million of manufacturing inefficiencies, employee severance and retention costs and duplicative labor related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan, $4 million charges for products that are end-of-life and $1 million of severance related to the retirement of executives. Integration and site consolidation costs in the three months ended September 30, 2023 include $17 million of manufacturing inefficiencies, employee severance and retention costs and duplicative labor related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan, $7 million consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, $7 million charges for products that are end-of-life, including inventory, production equipment to produce those products and $2 million of severance related to the retirement of executives.
Note 14.    Share-Based Compensation
Stock Award Plans
The Company’s Board of Directors amended the Coherent Corp. 2018 Omnibus Incentive Plan, which originally was approved by the Company's shareholders at the Annual Meeting in November 2018, as the Coherent Corp. Omnibus Incentive Plan (as amended and restated, the “Plan”). The Plan was approved at the Annual Meeting in November 2023. The Plan provides for the grant of stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance share units to employees, officers and directors of the Company. The maximum number of shares of Coherent Common Stock authorized for issuance under the Plan is limited to 13,450,000 shares of Coherent Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. Certain awards under the Plan have certain vesting provisions predicated upon the death, retirement or disability of the grantee.
On the Closing Date, the Company assumed the Coherent, Inc. Equity Incentive Plan (“Coherent, Inc. Plan”) and the Coherent, Inc. unvested restricted stock units (“Converted RSUs”) that are generally subject to the same terms and conditions that applied to the Converted RSUs immediately prior to the Closing Date. After the Closing Date, the Company granted restricted stock units under the Coherent, Inc. Plan through August 28, 2023. The Coherent, Inc. Plan was terminated upon adoption of the Plan in November 2023. No additional awards will be granted under the Coherent, Inc. Plan.
On June 3, 2024, the Board of Directors granted 147,214 restricted stock units vesting over three years from date of grant and 694,007 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CEO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
On October 11, 2024, the Board of Directors granted 15,902 and 63,154 restricted stock units vesting over three years and two years, respectively, from date of grant and 118,853 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CFO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
The Company has an Employee Stock Purchase Plan whereby eligible employees may authorize payroll deductions of up to 10%, or such other percentage up to 15% that the Company determines, of their regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering or on the last day of the six-month offering period.
Share-based compensation expense for the periods indicated was as follows ($000):
Three Months Ended
September 30,
20242023
Stock Options and Cash-Based Stock Appreciation Rights$417 $(1,057)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards23,769 31,065 
Performance Share Awards and Cash-Based Performance Share Unit Awards8,992 10,845 
Employee Stock Purchase Plan2,300 3,671 
$35,478 $44,524 

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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. We estimate fair value of our financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.
We entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to our variable interest rate debt by effectively converting it to a fixed interest rate. Through February 28, 2023, we received payments based on the one-month LIBOR and made payments based on a fixed rate of 1.52%. We received payments with a floor of 0.00%. The interest rate swap agreement had an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap decreased to $825 million in June 2022, and remained at that amount through its expiration on September 24, 2024. On March 20, 2023, we amended our $825 million interest rate swap (“Amended Swap”), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. Under the Amended Swap, we received payments based on the one-month SOFR and made payments based on a fixed rate of 1.42%. We received payments with a floor of 0.10%. We designated this instrument as a cash flow hedge, and deemed the hedge relationship effective at inception of the contract and the amended contract.
The interest rate swap expired on September 30, 2024. The fair value of the interest rate swap of $8 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets as of June 30, 2024. Changes in fair value were recorded within AOCI on the Condensed Consolidated Balance Sheets and reclassified into the Condensed Consolidated Statements of Earnings (Loss) as interest expense in the period in which the underlying transaction affected earnings. Cash flows from hedging activities were reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations. The fair value of the interest rate swap was determined using widely accepted valuation techniques and reflected the contractual terms of the interest rate swap including the period to maturity, and while there were no quoted prices in active markets, it used observable market-based inputs, including interest rate curves. The fair value analysis also considered a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap was classified as a Level 2 item within the fair value hierarchy.
On February 23, 2022, we entered into an interest rate cap (the “Cap”) with an effective date of July 1, 2023. On March 20, 2023, we amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. The Cap manages our exposure to interest rate movements on a portion of our floating rate debt. The Cap provides us with the right to receive payment if one-month SOFR exceeds 1.92%. Beginning in July 2023, we began to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. The fair value of the interest rate cap of $22 million and $50 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets and Other assets as of September 30, 2024 and June 30, 2024, respectively.
The Cap, as amended, is designed to mirror the terms of the Credit Agreement as amended on March 31, 2023. We designated the Cap as a cash flow hedge of the variability of the SOFR based interest payments on the Term Facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within Accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) are reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The Cap is classified as a Level 2 item within the fair value hierarchy.
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We estimated the fair value of the Senior Notes, Term A Facility and Term B Facility (“Debt Facilities”) based on quoted market prices as of the last trading day prior to September 30, 2024; however, the Debt Facilities have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Debt Facilities could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. The carrying values of the Debt Facilities are net of unamortized discount and issuance costs. See Note 7. Debt for details on the Company’s debt facilities.
The fair value and carrying value of the Debt Facilities were as follows ($000):
September 30, 2024June 30, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Senior Notes$969,220 $984,301 $938,193 $984,061 
Term A Facility763,088 757,107 777,564 762,039 
Term B Facility2,269,116 2,232,728 2,390,497 2,334,701 
Our borrowings, including our lease obligations and the Debt Facilities, are considered Level 2 among the fair value hierarchy.
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 investments.
At September 30, 2024, total restricted cash of $763 million includes $757 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $5 million of cash restricted for other purposes in other entities. At June 30, 2024, total restricted cash of $864 million includes $858 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $5 million of cash restricted for other purposes in other entities. The restricted cash is invested in money market accounts and time deposits, with maturities of one year or less, that are held-to-maturity, are considered Level 1 among the fair value hierarchy and approximate fair value. Restricted cash that is expected to be spent and released from restriction after 12 months is classified as non-current on the Condensed Consolidated Balance Sheets.
We, from time to time, purchase foreign currency forward exchange contracts that permit us to sell specified amounts of these foreign currencies for pre-established U.S. dollar amounts at specified dates that represent assets or liabilities on the balance sheets of certain subsidiaries. These contracts are entered into for the purpose of limiting translational exposure to changes in currency exchange rates and which otherwise would expose our earnings, on the revaluation of our aggregate net assets or liabilities in respective currencies, to foreign currency risk. At September 30, 2024, we had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the three months ended September 30, 2024 were $16 million and realized losses related to these contracts for the three months ended September 30, 2023 were $11 million and were included in Other income, net in the Condensed Consolidated Statements of Earnings (Loss).
Note 16.    Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component, net of tax, for the three months ended September 30, 2024 were as follows ($000):
Foreign
Currency
Translation
Adjustment
Interest
Rate
Swap
Interest
Rate
Cap
Defined
Benefit
Pension Plan
Total
Accumulated Other
Comprehensive
Income (Loss)
AOCI - June 30, 2024
$(26,092)$(3,401)$39,317 $(7,184)$2,640 
Other comprehensive income (loss) before reclassifications289,723 9,060 (16,713)(155)281,915 
Amounts reclassified from AOCI (5,659)(5,443) (11,102)
Net current-period other comprehensive income (loss)289,723 3,401 (22,156)(155)270,813 
AOCI - September 30, 2024$263,631 $ $17,161 $(7,339)$273,453 
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Note 17.    Restructuring Plan
Restructuring Plan
On May 23, 2023, the Board of Directors approved the Company’s May 2023 Restructuring Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities. These restructuring actions are expected to be accompanied by other cost reductions, and are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model. We evaluate restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations (ASC 420), and ASC 712, Compensation-Nonretirement Post-Employment Benefits (ASC 712).
In the three months ended September 30, 2024, these activities resulted in $24 million of charges primarily for impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, and site move costs. In the three months ended September 30, 2023, these activities resulted in $3 million of charges primarily for employee termination costs as well as site move costs, write-off of property and equipment and acceleration of depreciation. We expect the restructuring actions to be substantially completed by the end of fiscal 2025. However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.
Activity and accrual balances for the Restructuring Plan were as follows for the three months ended September 30, 2024 and September 30, 2023 ($000):
Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2024$51,061 $ $ $51,061 
Restructuring charges (recoveries)(455)15,970 8,850 24,365 
Payments(6,796)  (6,796)
Asset write-offs and other (15,970)(8,850)(24,820)
Balance - September 30, 2024$43,810 $ $ $43,810 

Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2023$64,379 $ $ $64,379 
Restructuring charges2,050 269 699 3,018 
Payments(7,930)  (7,930)
Asset write-offs and other (269)(699)(968)
Balance - September 30, 2023$58,499 $ $ $58,499 

At September 30, 2024, $14 million and $30 million of accrued severance related costs were included in other accrued liabilities and other liabilities, respectively, and are expected to result in cash expenditures through fiscal 2028. The current year severance related recoveries are primarily comprised of adjustments to accruals for severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712. The prior year severance related costs are primarily comprised of severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712.
By segment, for the three months ended September 30, 2024, $24 million of restructuring costs were incurred in the Materials segment, and an immaterial amount of restructuring costs were incurred in the Lasers and Networking segments. By segment, for the three months ended September 30, 2023, $5 million of restructuring costs were incurred in the Materials segment, partially offset by $2 million of restructuring recoveries in the Networking segment. Restructuring charges and recoveries are recorded in Restructuring Charges in our Condensed Consolidated Statements of Earnings (Loss).
22

Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of Coherent’s financial statements with a narrative from the perspective of management. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes included under Item 1 of this quarterly report. Coherent’s MD&A is presented in the following sections:
Forward-Looking Statements
Overview
Restructuring and Site Consolidation
Critical Accounting Estimates
Results of Operations
Liquidity and Capital Resources
Forward-looking statements in Item 2 may involve risks and uncertainties that could cause results to differ materially from those projected (refer to Part II Item 1A for discussion of these risks and uncertainties).
Forward-Looking Statements
Certain statements contained in the MD&A are forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “believes,” “plans,” “projects” or similar expressions.
Although our management considers the expectations and assumptions on which the forward-looking statements in this Quarterly Report on Form 10-Q are based to have a reasonable basis, there can be no assurance that management’s expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to: (i) the failure of any one or more of the expectations or assumptions on which such forward-looking statements are based to prove to be correct; and (ii) the risks relating to forward-looking statements and other “Risk Factors” discussed in Item 1A in this Quarterly Report on Form 10-Q, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and in the Company's other reports filed with the Securities and Exchange Commission. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.
In addition, we operate in a highly competitive and rapidly changing environment; new risk factors can arise, and it is not possible for management to anticipate all such risk factors, or to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are based only on information currently available to us and speak only as of the date of this Report. We do not assume any obligation, and do not intend, to update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws. Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.
Investors should also be aware that, while the Company does communicate with securities analysts from time to time, such communications are conducted in accordance with applicable securities laws. Investors should not assume that the Company agrees with any statement, conclusion of any analysis, or report issued by any analyst irrespective of the content of the statement or report.
Overview
Coherent Corp. (“Coherent”, the “Company,” “we,” “us” or “our”), a global leader in materials, networking, and lasers, is a vertically integrated manufacturing company that develops, manufactures and markets engineered materials, optoelectronic components and devices, and lasers for use in the industrial, communications, electronics, and instrumentation markets. Headquartered in Saxonburg, Pennsylvania, Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. Coherent produces a wide variety of lasers, along with application-specific photonic and electronic materials and components, and deploys them in various forms, including integrated with advanced software to enable its customers.
23


We generate almost all of our revenues, earnings and cash flows from developing, manufacturing and marketing a broad portfolio of products and services for our end markets. We also generate revenue, earnings and cash flows from externally-funded research and development contracts relating to the development and manufacture of new technologies, materials and products.
Our customer base includes original equipment manufacturers; laser end-users; system integrators of high-power lasers; manufacturers of equipment and devices for our end markets.
As we grow, we are focused on scaling our Company and deriving the continued benefits of vertical integration as we strive to be a best-in-class player in all of our highly competitive markets. We may elect to change the way in which we operate or are organized in the future to enable the most efficient implementation of our strategy.
Restructuring and Site Consolidation
Restructuring Plan
On May 23, 2023, the Board of Directors approved the Company’s May 2023 Restructuring Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities. These restructuring actions are expected to be accompanied by other cost reductions and are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model.
In the three months ended September 30, 2024, these activities resulted in charges of $24 million, primarily for impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, and site move costs. In fiscal 2024, these activities resulted in charges of $27 million, primarily for accelerated depreciation, the write-off of property and equipment, and site move costs, with $3 million of those charges in the three months ended September 30, 2023. In fiscal 2023, these activities resulted in $119 million of charges primarily for employee termination costs, and the write-off of property and equipment, net of $65 million from reimbursement arrangements. We expect the restructuring actions to be substantially completed by the end of fiscal 2025. However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material. See Note 17. Restructuring Plan to the Company’s Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for further information.
Synergy and Site Consolidation Plan
On May 20, 2023, the Company announced that it has accelerated some of the actions planned as part of its multi-year synergy and site consolidation efforts following the acquisition of Coherent, Inc., including site consolidations and relocations to lower cost sites. These relocations and other actions are expected to result in the Company achieving its previously announced $250 million synergy plan, which includes savings from supply chain management, internal supply of enabling materials and components, operational efficiencies in all functions due to scale, global functional model efficiencies and consolidation of corporate costs. In the three months ended September 30, 2024, the acceleration of these activities resulted in $4 million of charges primarily for overlapping labor related to transition of manufacturing operations to other sites and shut down costs, partially offset by a benefit from the reversal of employee termination costs previously accrued. In fiscal 2024, the acceleration of these activities resulted in $40 million of charges primarily for overlapping labor related to transition of manufacturing operations to other sites, shut down costs for sites being exited, accelerated depreciation and employee termination costs, with $8 million of those charges in the three months ended September 30, 2023. In fiscal 2023, the acceleration of these activities resulted in $20 million in charges primarily for employee termination costs, the write-off of inventory for products that are being exited and shut down costs.
Critical Accounting Estimates
The preparation of financial statements and related disclosures are in conformity with accounting principles generally accepted in the United States of America and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its Condensed Consolidated Financial Statements and accompanying notes.
Note 1 of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K dated August 16, 2024 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.
New Accounting Standards
See Note 2. Recently Issued Financial Accounting Standards to our unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.
24



Results of Operations ($ in millions, except per share data)
The following tables set forth select items from our Condensed Consolidated Statements of Earnings (Loss) for the three months ended September 30, 2024 and 2023 ($ in millions) (1):
Three Months Ended
September 30, 2024
Three Months Ended
September 30, 2023
% of
Revenues
% of
Revenues
Total revenues$1,348 100 %$1,053 100 %
Cost of goods sold888 66 746 71 
Gross margin460 34 307 29 
Operating expenses:
Research and development132 10 113 11 
Selling, general and administrative229 17 212 20 
Restructuring charges24 — 
Interest and other, net56 67 
Earnings (loss) before income taxes19 (88)(8)
Income taxes(6)— (21)(2)
Net earnings (loss)25 (67)(6)
Net loss attributable to noncontrolling interests(1)— — — 
Net earnings (loss) attributable to Coherent Corp.$26 %$(67)(6)%
Diluted loss per share$(0.04)$(0.65)
(1) Some amounts may not add due to rounding.
Consolidated
Revenues. Revenues for the three months ended September 30, 2024 increased 28% to $1,348 million, compared to $1,053 million for the same period last fiscal year. Revenues increased $315 million (68%) in the communications market in both our datacom and telecom revenue. The increases in datacom were driven primarily by AI datacenter demand. Increases in telecom were due to a combination of end-market improvement as well as our new products. In our remaining markets, which are primarily Industrial-related applications, revenue decreased 3%. Within these markets, on-going strength in display capital equipment volumes was more than offset by weakness in precision manufacturing and other subsegments.
From a segment perspective, Networking revenues increased 61% year-over-year related to AI datacenter demand in our communications market. Lasers revenue increased 4% year-over-year reflecting relatively stable end market demand. Materials revenues decreased 3% year-over-year, primarily due to weak automotive end market demand.
Gross margin. Gross margin for the three months ended September 30, 2024 was $460 million, or 34% of total revenues, compared to $307 million, or 29% of total revenues, for the same period last fiscal year, an increase of 500 basis points. The increase as a percent of revenue for the three months ended September 30, 2024 was primarily due to higher revenue volume and favorable mix as well as yield improvements.
Research and development. Research and development (“R&D”) expenses for the three months ended September 30, 2024 were $132 million, or 10% of revenues, compared to $113 million, or 11% of revenues, for the same period last fiscal year. The decrease as a percentage of revenue for the three months ended September 30, 2024 was driven by higher revenues partially offset by an increase in investment spending. The R&D expenses are primarily related to continued investment in our product portfolios.
Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2024 were $229 million, or 17% of revenues, compared to $212 million, or 20% of revenues, for the same period last fiscal year. The decrease in SG&A as a percentage of revenue for the three months ended September 30, 2024 compared to the same period last fiscal year was primarily the result of higher sales volumes partially offset by the impact of higher variable compensation.
25


Restructuring charges. Restructuring charges related to our Restructuring Plan for the three months ended September 30, 2024 were $24 million and consist of impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, and move costs due to the consolidation of certain manufacturing sites. Restructuring charges related to our Restructuring Plan for the three months ended September 30, 2023 were $3 million and consisted of severance, move costs, equipment write-offs and accelerated depreciation due to the consolidation of certain manufacturing sites. See Note 17. Restructuring Plan included in Item 1 of this Quarterly Report on Form 10-Q for further information.
Interest and other, net. Interest and other, net for the three months ended September 30, 2024 was expense of $56 million, compared to expense of $67 million for the same period last fiscal year, a decrease of $11 million. Included in Interest and other, net, were interest expense on borrowings, foreign currency gains and losses, amortization of debt issuance costs, equity gains and losses from unconsolidated investments, and interest and dividend income on excess cash balances. For the three months ended September 30, 2024, the decrease of $11 million in comparison to the same period last fiscal year was driven by $13 million incremental interest and dividend income due to increases in interest rates earned on investments as well as the increase in restricted cash balances. In addition, $7 million lower interest expense primarily due to lower interest expense on our New Term B Loans resulting from lower balances and lower interest rates. Additionally, we recorded higher interest expense benefit from our interest rate cap and swap partially offset by $11 million higher foreign exchange losses primarily due to higher volatility of exchange rates during the three months ended September 30, 2024.
Income taxes. The Company’s year-to-date effective income tax rate at September 30, 2024 was (29)% compared to an effective tax rate of 24% for the same period in 2024. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to tax rate differentials between U.S. and foreign jurisdictions. The current quarter rate was impacted by the recording of a $11 million windfall on stock awards due to the increase in stock price.
Net loss attributable to noncontrolling interests. Net loss attributable to noncontrolling interests for the three months ended September 30, 2024 was $1 million, and represents the noncontrolling interest holders’ shares of losses of Silicon Carbide LLC. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.
Segment Reporting
Revenues and segment profit for the Company’s reportable segments are discussed below. During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our Chief Operating Decision Maker (“CODM”) implemented changes in the measure he uses to allocate resources and assess performance. Our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of operating income, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, and certain other charges. Additionally, effective the first quarter of fiscal 2025, we no longer allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. Management believes segment profit to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance. See Note 13. Segment Reporting, to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s reportable segments and for the reconciliation of the Company’s segment profit to earnings (loss) before income taxes, which is incorporated herein by reference. We report our financial results in the following three designated segments: (i) Networking, (ii) Materials, and (iii) Lasers.
Comparative prior period segment information has been recast to conform to the new segment profitability measure. The change in our operating segment measure had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.
Networking ($ in millions)
Three Months Ended
September 30,
% Increase
20242023
Revenues$763 $473 61%
Segment profit$140 $67 109%
Revenues for the three months ended September 30, 2024 increased 61% to $763 million, compared to $473 million for the same period last fiscal year. The increase in revenue of $290 million during the three months ended September 30, 2024 was related to AI datacenter demand in our communications market resulting from increased volumes in the datacom vertical.
26


Segment profit for the three months ended September 30, 2024 increased 109% to $140 million, compared to segment profit of $67 million for the same period last fiscal year. The increase in segment profit for the three months ended September 30, 2024 was primarily driven by higher revenues as well as a higher margin as a percentage of sales, partially offset by $14 million higher R&D expenses. The margin percentage was higher than the three months ended September 30, 2023 due to the favorable impact of volume, yield and mix.
Materials ($ in millions)
Three Months Ended
September 30,
% Increase (Decrease)
20242023
Revenues$237 $245 (3)%
Segment profit$97 $58 67%
Revenues for the three months ended September 30, 2024 decreased 3% to $237 million, compared to revenues of $245 million for the same period last fiscal year. Compared to the three months ended September 30, 2023, Materials decreased $7 million year-over-year, with a decrease of $14 million in the electronics market primarily due to weak automotive end market demand as well as a decrease of $14 million in the industrial market due to macroeconomic conditions. The decreases were partially offset by $22 million higher volumes in the datacom vertical within the communications market.
Segment profit for the three months ended September 30, 2024 increased 67% to $97 million, compared to segment profit of $58 million for the same period last fiscal year, primarily driven by higher margin percentage, partially offset by higher R&D spending on new projects and higher SG&A expenses. The margin percentage was higher than the three months ended September 30, 2023 due to favorable product mix.
Lasers ($ in millions)
Three Months Ended
September 30,
% Increase
20242023
Revenues$348 $336 4%
Segment profit$69 $53 30%
Revenues for the three months ended September 30, 2024 increased 4% to $348 million, compared to revenues of $336 million for the same period last fiscal year. The increase was primarily due to $18 million higher shipments to the industrial market due to higher demand in our semiconductor and display capital equipment vertical, partially offset by lower volumes from the precision manufacturing vertical as well as lower shipments to the life sciences vertical in the instrumentation market.
Segment profit for the three months ended September 30, 2024 increased 30% to $69 million, compared to segment profit of $53 million for the same period last fiscal year. The higher segment profit was primarily driven by the re-allocation of resources to corporate as well as lower R&D project spending.

Liquidity and Capital Resources
Historically, our primary sources of cash have been from operations, long-term borrowings, and advance funding from customers. Other sources of cash include proceeds from the issuance of equity, proceeds received from the exercises of stock options, and sale of equity investments and businesses. Our historic uses of cash have been for business acquisitions, capital expenditures, investment in research and development, payments of principal and interest on outstanding debt obligations, payments of debt and equity issuance costs to obtain financing and payments in satisfaction of employees’ minimum tax obligations. Supplemental information pertaining to our sources and uses of cash for the periods indicated is presented as follows:
27


Sources (uses) of cash (millions):
Three Months Ended
September 30,
20242023
Net cash provided by operating activities$153 $199 
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan2415
Effect of exchange rate changes on cash and cash equivalents and other items31(10)
Proceeds from the sale of business27
Other items(1)(2)
Payments in satisfaction of employees’ minimum tax obligations(32)(14)
Payments on existing debt(118)(19)
Additions to property, plant & equipment(92)(62)
Operating activities:
Net cash provided by operating activities was $153 million for the three months ended September 30, 2024 compared to $199 million of net cash provided by operating activities for the same period last fiscal year. The decrease in cash flows provided by operating activities during the three months ended September 30, 2024 compared to the same period last fiscal year was primarily due to increases in accounts receivables and inventories as a result of higher revenues partially offset by higher earnings.
Investing activities:
Net cash used in investing activities was $66 million for the three months ended September 30, 2024, compared to net cash used of $64 million for the same period last fiscal year. Lower cash used to fund capital expenditures of $30 million year-over-year was offset by cash received from the sale of a business of $27 million.
Financing activities:
Net cash used in financing activities was $126 million for the three months ended September 30, 2024, compared to $18 million for the same period last fiscal year. Cash outflows for both periods were primarily payments on existing debt.

New Senior Credit Facilities
On July 1, 2022, Coherent entered into a Credit Agreement by and among the Company, the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facilities, the “Senior Credit Facilities”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted Secured Overnight Financing Rate (“SOFR”) based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR plus 1.85% as of September 30, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under which the principal amount of term B loans outstanding under the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans will bear interest at an adjusted SOFR rate (subject to a 0.50% floor) plus 2.50% as of September 30, 2024. The maturity of the New Term Loans and revolving credit facility remains unchanged. In relation to the Term Facilities, the Company incurred expense of $53 million for the three months ended September 30, 2024, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap, reduced interest expense by $13 million during the three months ended September 30, 2024.
During the three months ended September 30, 2024, the Company made payments of $117 million for the Term Facilities, including voluntary payments of $100 million.
As of September 30, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility.
Our cash position, borrowing capacity and debt obligations are as follows (in millions):
28

September 30, 2024June 30, 2024
Cash and cash equivalents$1,020 $926 
Restricted cash, current51 174 
Restricted cash, non-current711 690 
Available borrowing capacity under Revolving Credit Facility320 346 
Total debt obligations3,989 4,100 
Other Liquidity
On December 4, 2023, the Company consummated two investment agreements under which Silicon Carbide LLC, a Company subsidiary received $1.0 billion cash in exchange for 25% of the equity of that entity. Such funds will be used primarily to fund future capital expansion, including the previously-announced capital that Coherent intended to invest in its silicon carbide business. As a result, the transaction is enabling Coherent to allocate the capital it had intended to invest in this business unit to other corporate purposes, thus increasing its available free cash flow which will provide greater financial and operational flexibility. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.
The Company believes existing cash, cash flow from operations, and available borrowing capacity from its Senior Credit Facilities will be sufficient to fund its needs for working capital, capital expenditures, repayment of scheduled long-term borrowings and lease obligations, investments in R&D, and internal and external growth objectives at least through the next twelve months.
Our cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of September 30, 2024, the Company held approximately $877 million of cash, cash equivalents and restricted cash outside of the United States. Generally, cash balances held outside the United States could be repatriated to the United States.
At September 30, 2024, we had $763 million of restricted cash, which includes $757 million at our Silicon Carbide LLC that is restricted for use by only that subsidiary.
Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISKS
We are exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates. In the normal course of business, we use a variety of techniques and derivative financial instruments as part of our overall risk management strategy, which is primarily focused on its exposure in relation to the Chinese Renminbi, Euro, Swiss Franc, Japanese Yen, Singapore Dollar and Korean Won. No significant changes have occurred in the techniques and instruments used.
Interest Rate Risks
As of September 30, 2024, our total borrowings include variable rate borrowings, which expose us to changes in interest rates. In November 2019, we entered into an interest rate swap contract, amended on March 20, 2023, to limit the exposure of our variable interest rate debt by effectively converting a portion of interest payments to fixed interest rate debt. The interest rate swap expired on September 24, 2024. On February 23, 2022, we entered into an interest rate cap (the “Cap”), amended on March 20, 2023, with an effective date of July 1, 2023. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. If we had not effectively hedged our variable rate debt, a change in the interest rate of 100 basis points on these variable rate borrowings would have resulted in additional interest expense of $8 million for the three months ended September 30, 2024.
29

Item 4.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer and Treasurer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company’s disclosure controls were designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.
Changes in Internal Control over Financial Reporting
No changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

30

Part II – Other Information
Item 1.    LEGAL PROCEEDINGS
The Company and its subsidiaries are involved from time to time in various claims, lawsuits, and regulatory proceedings incidental to its business. The resolution of each of these matters is subject to various uncertainties, and it is possible that these matters may be resolved unfavorably to the Company. Management believes, after consulting with legal counsel, that the ultimate liabilities, if any, resulting from these legal and regulatory proceedings will not materially affect the Company’s financial condition, liquidity or results of operations.

Item 1A.    RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2024 and additional risk factors that may be identified from time to time in filings of the Company, any of which could materially affect our business, financial condition or future results. Those risk factors are not the only risks facing the Company. Additional risks and uncertainties not currently known or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Item 5.    OTHER INFORMATION
During the three months ended September 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

31

Item 6.    EXHIBITS
Incorporated herein by reference
Exhibit No.FormExhibit No.Filing DateFile No.
10.018-K10.1October 11, 2024001-39375
10.028-K10.1October 16, 2024001-39375
10.038-K10.2October 16, 2024001-39375
31.01*
31.02*
32.01*
32.02*
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* Filed herewith
32

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Coherent Corp.
(Registrant)
Date: November 6, 2024By:/s/    James R. Anderson
James R. Anderson
Chief Executive Officer
Date: November 6, 2024By:/s/    Sherri Luther
Sherri Luther
Chief Financial Officer and Treasurer

33

Exhibit 31.01
CERTIFICATIONS
I, James R. Anderson, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Coherent Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2024By:/s/     James R. Anderson
James R. Anderson
Chief Executive Officer



Exhibit 31.02
CERTIFICATIONS
I, Sherri Luther, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Coherent Corp.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: November 6, 2024By:/s/    Sherri Luther
Sherri Luther
Chief Financial Officer and Treasurer



Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Coherent Corp. (the “Corporation”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Corporation certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: November 6, 2024By:/s/ James R. Anderson
James R. Anderson
Chief Executive Officer
*    This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.



Exhibit 32.02
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Coherent Corp. (the “Corporation”) on Form 10-Q for the period ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Corporation certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to her knowledge:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
Date: November 6, 2024By:/s/    Sherri Luther
Sherri Luther
Chief Financial Officer and Treasurer
*    This certification is made solely for purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose.


v3.24.3
Cover - shares
3 Months Ended
Sep. 30, 2024
Nov. 04, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2024  
Document Transition Report false  
Entity File Number 001-39375  
Entity Registrant Name COHERENT CORP.  
Entity Incorporation, State or Country Code PA  
Entity Tax Identification Number 25-1214948  
Entity Address, Address Line One 375 Saxonburg Boulevard  
Entity Address, Postal Zip Code 16056  
Entity Address, City or Town Saxonburg,  
Entity Address, State or Province PA  
City Area Code 724  
Local Phone Number 352-4455  
Title of 12(b) Security Common Stock, no par value  
Trading Symbol COHR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   154,663,982
Amendment Flag false  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0000820318  
Current Fiscal Year End Date --06-30  
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Current Assets    
Cash and cash equivalents $ 1,019,648 $ 926,033
Restricted cash, current 51,417 174,008
Accounts receivable - less allowance for doubtful accounts of $8,625 at September 30, 2024 and $9,511 at June 30, 2024 819,712 848,542
Inventories 1,386,149 1,286,404
Prepaid and refundable income taxes 25,245 26,909
Prepaid and other current assets 328,116 398,203
Total Current Assets 3,630,287 3,660,099
Property, plant & equipment, net 1,875,314 1,817,259
Goodwill 4,595,643 4,464,329
Other intangible assets, net 3,514,687 3,503,247
Deferred income taxes 53,550 40,966
Restricted cash, non-current 711,393 689,645
Other assets 318,426 313,089
Total Assets 14,699,300 14,488,634
Current Liabilities    
Current portion of long-term debt 69,928 73,770
Accounts payable 689,672 631,548
Accrued compensation and benefits 196,993 212,458
Operating lease current liabilities 41,890 40,580
Accrued income taxes payable 101,829 90,705
Other accrued liabilities 257,678 294,706
Total Current Liabilities 1,357,990 1,343,767
Long-term debt 3,918,841 4,026,448
Deferred income taxes 751,138 784,374
Operating lease liabilities 176,442 162,355
Other liabilities 226,290 225,411
Total Liabilities 6,430,701 6,542,355
Mezzanine Equity    
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 shares at September 30, 2024 and June 30, 2024; redemption value - $2,458,208 and $2,427,860, respectively 2,396,605 2,364,772
Shareholders' Equity    
Common stock, no par value; authorized - 300,000,000 shares; issued - 170,543,560 shares at September 30, 2024; 168,406,323 shares at June 30, 2024 4,913,672 4,857,657
Accumulated other comprehensive income (AOCI) 273,453 2,640
Retained earnings 658,997 664,940
Shareholders' equity excluding treasury stock 5,846,122 5,525,237
Treasury stock, at cost; 16,027,905 shares at September 30, 2024 and 15,626,740 shares at June 30, 2024 (345,045) (315,122)
Total Coherent Corp. Shareholders’ Equity 5,501,077 5,210,115
Noncontrolling interests (NCI) 370,917 371,392
Total Equity 5,871,994 5,581,507
Total Liabilities, Mezzanine Equity and Equity $ 14,699,300 $ 14,488,634
v3.24.3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for doubtful accounts $ 8,625 $ 9,511
Redeemable convertible preferred stock, par value (in usd per share) $ 0 $ 0
Redeemable convertible preferred stock, cumulative percentage 5.00% 5.00%
Redeemable convertible preferred stock, shares issued (in shares) 215,000 215,000
Redeemable convertible preferred stock redemption value $ 2,458,208 $ 2,427,860
Common stock, no par value (in usd per share) $ 0 $ 0
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 170,543,560 168,406,323
Treasury stock (in shares) 16,027,905 15,626,740
v3.24.3
Condensed Consolidated Statements of Earnings (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]    
Revenues $ 1,348,135 $ 1,053,083
Costs, Expenses, and Other Expense (Income)    
Cost of goods sold 888,003 746,188
Research and development 131,602 113,488
Selling, general and administrative 228,968 211,697
Restructuring charges 24,364 3,018
Interest expense 66,644 73,258
Other income, net (10,749) (6,269)
Total Costs, Expenses, & Other Expense 1,328,832 1,141,380
Earnings (Loss) Before Income Taxes 19,303 (88,297)
Income Tax Benefit (5,558) (20,763)
Net Earnings (Loss) 24,861 (67,534)
Net Loss Attributable to Noncontrolling Interests (1,026) 0
Net Earnings (Loss) Attributable to Coherent Corp. 25,887 (67,534)
Less: Dividends on Preferred Stock 31,833 30,173
Net Loss Available to the Common Shareholders $ (5,946) $ (97,707)
Basic Loss Per Share (in usd per share) $ (0.04) $ (0.65)
Diluted Loss Per Share (in usd per share) $ (0.04) $ (0.65)
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Net Earnings (Loss) $ 24,861 $ (67,534)
Other Comprehensive Income (Loss):    
Foreign currency translation adjustments 290,274 (107,903)
Pension adjustment, net of taxes (155) 291
Comprehensive Income (Loss) 296,225 (172,208)
Comprehensive Loss Attributable to Noncontrolling Interests (1,026) 0
Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests 551 0
Comprehensive Income (Loss) Attributable to Coherent Corp. 296,700 (172,208)
Interest Rate Swap    
Other Comprehensive Income (Loss):    
Change in fair value of interest rate swap and interest rate cap, net of taxes 3,401 (4,662)
Interest Rate Cap    
Other Comprehensive Income (Loss):    
Change in fair value of interest rate swap and interest rate cap, net of taxes $ (22,156) $ 7,600
v3.24.3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pension adjustment, taxes $ 0 $ 0
Interest Rate Swap    
Change in fair value of interest rate swap and interest rate cap, taxes 1,671 (1,277)
Interest Rate Cap    
Change in fair value of interest rate swap and interest rate cap, taxes $ (6,068) $ 2,145
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash Flows from Operating Activities    
Net earnings (loss) $ 24,861 $ (67,534)
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:    
Depreciation 65,882 65,698
Amortization 71,862 72,661
Share-based compensation expense 34,960 45,957
Amortization of debt issuance costs 5,484 3,567
Non-cash restructuring charges 18,352 319
Loss on disposal of property, plant and equipment (22) (101)
Unrealized losses (gains) on foreign currency remeasurements and transactions 21,491 (14,462)
Loss (earnings) from equity investments (392) 243
Deferred income taxes (42,655) (39,627)
Increase (decrease) in cash from changes in (net of effect of acquisitions):    
Accounts receivable 22,583 116,295
Inventories (54,781) (16,709)
Accounts payable 44,644 41,985
Contract liabilities (9,273) (9,769)
Income taxes (13,606) (2,806)
Accrued compensation and benefits (15,465) 7,482
Other operating net assets (liabilities) (20,945) (4,396)
Net cash provided by operating activities 152,980 198,803
Cash Flows from Investing Activities    
Additions to property, plant & equipment (91,984) (62,197)
Proceeds from the sale of business 27,000 0
Other investing activities (750) (1,978)
Net cash used in investing activities (65,734) (64,175)
Cash Flows from Financing Activities    
Payments on existing debt (117,859) (18,683)
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan 24,405 14,947
Payments in satisfaction of employees' minimum tax obligations (31,990) (13,876)
Other financing activities (219) (268)
Net cash used in financing activities (125,663) (17,880)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 31,189 (9,458)
Net increase (decrease) in cash, cash equivalents, and restricted cash (7,228) 107,290
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 1,789,686 837,566
Cash, Cash Equivalents, and Restricted Cash at End of Period 1,782,458 944,856
Supplemental Information    
Cash paid for interest 63,434 67,320
Cash paid for income taxes 33,899 14,810
Additions to property, plant & equipment included in accounts payable 60,050 39,264
Non-Cash Investing and Financing Activities    
Conversion of Series A preferred stock to common stock 0 445,319
Reconciliation of Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents    
Cash and cash equivalents 1,019,648 935,221
Restricted cash, current 51,417 5,860
Restricted cash, non-current 711,393 3,775
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows $ 1,782,458 $ 944,856
v3.24.3
Condensed Consolidated Statements of Equity and Mezzanine Equity (Unaudited) - USD ($)
$ in Thousands
Total
Interest Rate Swap
Interest Rate Cap
Conversion Of Preferred Stock
Common Stock
Common Stock
Conversion Of Preferred Stock
Preferred Stock
Preferred Stock
Conversion Of Preferred Stock
AOCI
AOCI
Interest Rate Swap
AOCI
Interest Rate Cap
Retained Earnings
Treasury Stock
NCI
Beginning balance, Common Stock (in shares) at Jun. 30, 2023         154,721,000                  
Balance-beginning of period at Jun. 30, 2023 $ 4,987,551       $ 3,781,211   $ 445,319   $ 109,726     $ 944,416 $ (293,121) $ 0
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2023             2,300,000              
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2023                         (15,137,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Share-based and deferred compensation (in shares)         1,804,000               366,000  
Share-based and deferred compensation 46,816       $ 60,748               $ (13,932)  
Conversion of stock and securities (in shares)           10,240,000   (2,300,000)            
Conversion of stock and securities       $ 0   $ 445,319   $ (445,319)            
Net earnings (loss) (67,534)                     (67,534)    
Foreign currency translation adjustments (107,903)               (107,903)          
Change in fair value of interest rate swap and interest rate cap, net of taxes   $ (4,662) $ 7,600             $ (4,662) $ 7,600      
Pension adjustment, net of taxes 291               291          
Dividends (30,173)                     (30,173)    
Ending balance, Common Stock (in shares) at Sep. 30, 2023         166,765,000                  
Balance-end of period at Sep. 30, 2023 $ 4,831,986       $ 4,287,278   $ 0   5,052     846,709 $ (307,053) 0
Ending balance, Preferred Stock (in shares) at Sep. 30, 2023             0              
Ending balance, Treasury Stock (in shares) at Sep. 30, 2023                         (15,503,000)  
Beginning balance (in shares) at Jun. 30, 2023 215,000                          
Beginning balance at Jun. 30, 2023 $ 2,241,415                          
Increase (Decrease) in Temporary Equity [Roll Forward]                            
Dividends $ 30,173                          
Ending balance (in shares) at Sep. 30, 2023 215,000                          
Ending balance at Sep. 30, 2023 $ 2,271,588                          
Beginning balance, Common Stock (in shares) at Jun. 30, 2024         168,408,000                  
Balance-beginning of period at Jun. 30, 2024 $ 5,581,507       $ 4,857,657   $ 0   2,640     664,940 $ (315,122) 371,392
Beginning balance, Preferred Stock (in shares) at Jun. 30, 2024             0              
Beginning balance, Treasury Stock, (in shares) at Jun. 30, 2024 (15,626,740)                       (15,629,000)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                            
Share-based and deferred compensation (in shares)         2,136,000               399,000  
Share-based and deferred compensation $ 26,095       $ 56,015             3 $ (29,923)  
Net earnings (loss) 24,861                     25,887   (1,026)
Foreign currency translation adjustments 290,274               289,723         551
Change in fair value of interest rate swap and interest rate cap, net of taxes   $ 3,401 $ (22,156)             $ 3,401 $ (22,156)      
Pension adjustment, net of taxes (155)               (155)          
Dividends (31,833)                     (31,833)    
Ending balance, Common Stock (in shares) at Sep. 30, 2024         170,544,000                  
Balance-end of period at Sep. 30, 2024 $ 5,871,994       $ 4,913,672   $ 0   $ 273,453     $ 658,997 $ (345,045) $ 370,917
Ending balance, Preferred Stock (in shares) at Sep. 30, 2024             0              
Ending balance, Treasury Stock (in shares) at Sep. 30, 2024 (16,027,905)                       (16,028,000)  
Beginning balance (in shares) at Jun. 30, 2024 215,000                          
Beginning balance at Jun. 30, 2024 $ 2,364,772                          
Increase (Decrease) in Temporary Equity [Roll Forward]                            
Dividends $ 31,833                          
Ending balance (in shares) at Sep. 30, 2024 215,000                          
Ending balance at Sep. 30, 2024 $ 2,396,605                          
v3.24.3
Condensed Consolidated Statements of Equity and Mezzanine Equity (Unaudited) (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pension adjustment, taxes $ 0 $ 0
Interest Rate Swap    
Change in fair value of interest rate swap and interest rate cap, taxes 1,671 (1,277)
Interest Rate Cap    
Change in fair value of interest rate swap and interest rate cap, taxes $ (6,068) $ 2,145
v3.24.3
Basis of Presentation
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation
The condensed consolidated financial statements of Coherent Corp. (“Coherent”, the “Company”, “we”, “us” or “our”) for the three months ended September 30, 2024 and 2023 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 financial statements and notes thereto included in the Company’s Annual Report on Form 10-K dated August 16, 2024. The condensed consolidated results of operations for the three months ended September 30, 2024 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, 2024 was derived from the Company’s audited consolidated financial statements.
Certain prior year amounts have been reclassified for consistency with the current year presentation.
v3.24.3
Recently Issued Financial Accounting Standards
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Recently Issued Financial Accounting Standards Recently Issued Financial Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
v3.24.3
Revenue from Contracts with Customers
3 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers Revenue from Contracts with Customers
We believe that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows.
The following tables summarize disaggregated revenue by market ($000):
Three Months Ended September 30, 2024
NetworkingMaterialsLasersTotal
Industrial$14,380 $119,646 $272,914 $406,940 
Communications739,156 35,135 — 774,291 
Electronics2,171 74,057 — 76,228 
Instrumentation7,165 8,589 74,922 90,676 
Total Revenues$762,872 $237,427 $347,836 $1,348,135 
Three Months Ended September 30, 2023
NetworkingMaterialsLasersTotal
Industrial$15,965 $133,203 $255,166 $404,334 
Communications446,274 13,252 — 459,526 
Electronics1,724 88,065 — 89,789 
Instrumentation8,886 10,120 80,428 99,434 
Total Revenues$472,849 $244,640 $335,594 $1,053,083 
Contract Liabilities
Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities generally relate to payments received in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligations have been satisfied. During the three months ended September 30, 2024, we recognized revenue of $27 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2024. We had $69 million of contract liabilities recorded in the Condensed Consolidated Balance Sheet as of September 30, 2024. As of September 30, 2024, $56 million of contract liabilities is included within Other accrued liabilities, and $13 million is included within Other liabilities on the Condensed Consolidated Balance Sheet.
v3.24.3
Inventories
3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventories Inventories
The components of inventories were as follows ($000):
September 30,
2024
June 30,
2024
Raw materials$385,422 $429,888 
Work in progress736,432 620,575 
Finished goods264,295 235,941 
Total inventories$1,386,149 $1,286,404 
v3.24.3
Property, Plant and Equipment
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment Property, Plant and Equipment
Property, plant and equipment consists of the following ($000):
September 30,
2024
June 30,
2024
Land and improvements$67,572 $66,156 
Buildings and improvements793,950 774,991 
Machinery and equipment2,111,407 2,034,310 
Construction in progress440,674 398,884 
Finance lease right-of-use asset25,000 25,000 
3,438,603 3,299,341 
Less accumulated depreciation and amortization(1,563,289)(1,482,082)
Property, plant, and equipment, net$1,875,314 $1,817,259 
v3.24.3
Goodwill and Other Intangible Assets
3 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill were as follows ($000):
Three Months Ended September 30, 2024
NetworkingMaterials LasersTotal
Balance-beginning of period$1,036,592 $245,983 $3,181,754 $4,464,329 
Foreign currency translation1,900 2,778 126,636 131,314 
Balance-end of period$1,038,492 $248,761 $3,308,390 $4,595,643 
We test goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that fair value is below carrying value.
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows ($000):
September 30, 2024June 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book Value
Technology$1,685,122 $(430,328)$1,254,794 $1,653,289 $(394,040)$1,259,249 
Trade Names438,470 (8,470)430,000 438,470 (8,470)430,000 
Customer Lists2,377,951 (549,878)1,828,073 2,310,550 (498,252)1,812,298 
Backlog and Other91,732 (89,912)1,820 88,792 (87,092)1,700 
Total$4,593,275 $(1,078,588)$3,514,687 $4,491,101 $(987,854)$3,503,247 
v3.24.3
Debt
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
The components of debt as of the dates indicated were as follows ($000):
September 30,
2024
June 30,
2024
Term A Facility, interest at adjusted SOFR, as defined, plus 1.850%
$765,000 $775,625 
Debt issuance costs, Term A Facility and Revolving Credit Facility(12,456)(13,586)
Term B Facility, interest at adjusted SOFR, as defined, plus 2.500%
2,274,803 2,384,536 
Debt issuance costs, Term B Facility(42,075)(49,835)
1.30% Term loan
— 335 
Facility construction loan in Germany19,196 19,082 
5.000% Senior Notes
990,000 990,000 
Debt issuance costs and discount, Senior Notes(5,699)(5,939)
Total debt3,988,769 4,100,218 
Current portion of long-term debt(69,928)(73,770)
Long-term debt, less current portion$3,918,841 $4,026,448 
Senior Credit Facilities
On July 1, 2022 (the “Closing Date”), Coherent entered into a Credit Agreement by and among the Company, as borrower (in such capacity, the “Borrower”), the lenders, and other parties thereto, and JP Morgan Chase Bank, N.A., as administrative agent and collateral agent, which provides for senior secured financing of $4.0 billion, consisting of a term loan A credit facility (the “Term A Facility”), with an aggregate principal amount of $850 million, a term loan B credit facility (the “Term B Facility” and, together with the Term A Facility, the “Term Facilities”), with an aggregate principal amount of $2,800 million, and a revolving credit facility (the “Revolving Credit Facility”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted SOFR-based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% floor plus a range of 1.75% to 2.50%, based on the Company’s total net leverage ratio. The Term A Facility and the Revolving Credit Facility borrowings bear interest at adjusted SOFR plus 1.85% as of September 30, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under which the principal amount of term B loans outstanding under
the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans bear interest at a SOFR rate (subject to a 0.50% floor) plus 2.50% as of September 30, 2024. The maturity of the New Term Loans and revolving credit facility remains unchanged. Debt extinguishment costs related to the replacement of the Existing Term B Loans of $2 million were expensed in Other income, net in the Condensed Consolidated Statement of Earnings (Loss) during the quarter ended June 30, 2024.
In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs and the benefit of the interest rate cap and swap, of $53 million and $57 million in the three months ended September 30, 2024 and September 30, 2023, respectively, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap, reduced interest expense by $13 million and $11 million during the three months ended September 30, 2024 and September 30, 2023, respectively. The amortization of debt issuance costs included in interest expense was $5 million and $3 million in the three months ended September 30, 2024 and September 30, 2023, respectively. Debt issuance costs are presented as a reduction to debt within the Long-term debt caption in the Condensed Consolidated Balance Sheets.
On the Closing Date, the Borrower and certain of its direct and indirect subsidiaries provided a guaranty of all obligations of the Borrower and the other loan parties under the Credit Agreement and the other loan documents, secured cash management agreements and secured hedge agreements with the lenders and/or their affiliates (subject to certain exceptions). The Borrower and the other guarantors have also granted a security interest in substantially all of their assets to secure such obligations.
As of September 30, 2024, the Company was in compliance with all covenants under the Term Facilities.
Debt Assumed through Acquisition
We assumed the remaining balances of three term loans with the closing of the acquisition of Coherent, Inc. The aggregate principal amount outstanding is $19 million as of September 30, 2024. The term loans assumed consisted of the following: (i) 1.3% Term Loan (repaid prior to September 30, 2024), (ii) 1.0% State of Connecticut Term Loan due 2023 (repaid in fiscal 2023), and (iii) Facility construction loan in Germany. For the Facility construction loan, on December 21, 2020, Coherent LaserSystems GmbH & Co. KG entered into a loan agreement with Commerzbank for borrowings of up to 24 million Euros, which were drawn down by October 29, 2021, to finance a portion of the construction of a new facility in Germany. The term of the loan is 10 years, and borrowings bear interest at 1.55% per annum. Payments are made quarterly.
5.000% Senior Notes due 2029
On December 10, 2021, the Company issued $990 million aggregate principal amount of Senior Notes pursuant to the indenture, dated as of December 10, 2021 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee. The Senior Notes are guaranteed by each of the Company’s domestic subsidiaries that guarantee its obligations under the Senior Credit Facilities. Interest on the Senior Notes is payable on December 15 and June 15 of each year, commencing on June 15, 2022, at a rate of 5.000% per annum. The Senior Notes will mature on December 15, 2029.
On or after December 15, 2024, the Company may redeem the Senior Notes, in whole at any time or in part from time to time, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to December 15, 2024, the Company may redeem the Senior Notes, at its option, in whole at any time or in part from time to time, at a redemption price equal to 100% of the principal amount of the Senior Notes redeemed, plus a “make-whole” premium set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Notwithstanding the foregoing, at any time and from time to time prior to December 15, 2024, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes using the proceeds of certain equity offerings as set forth in the Indenture, at a redemption price equal to 105.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
In relation to the Senior Notes, the Company incurred interest expense of $13 million in both the three months ended September 30, 2024 and September 30, 2023, which is included in Interest expense in the Condensed Consolidated Statements of Earnings (Loss).
The Indenture contains customary covenants and events of default, including default relating to, among other things, payment default, failure to comply with covenants or agreements contained in the Indenture or the Senior Notes and certain provisions related to bankruptcy events. As of September 30, 2024, the Company was in compliance with all covenants under the Indenture.
Aggregate Availability
The Company had aggregate availability of $320 million under its Revolving Credit Facility as of September 30, 2024.
v3.24.3
Income Taxes
3 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company’s year-to-date effective income tax rate was (29)% at September 30, 2024 compared to 24% for the period ending September 30, 2023. The difference between the Company’s effective tax rate and the U.S. statutory rate of 21% is primarily due to a discrete benefit relating to share-based compensation and tax rate differentials between U.S. and foreign jurisdictions.
U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of September 30, 2024 and June 30, 2024, the Company’s gross unrecognized tax benefit, excluding interest and penalties, was $115 million and $117 million, respectively. The Company has classified the uncertain tax positions as non-current income tax liabilities, as the amounts are not expected to be paid within one year. Due to the U.S. valuation allowance, a large portion of the gross unrecognized tax benefit will not impact the tax rate if recognized. As of September 30, 2024, $19 million of the gross unrecognized tax benefit would impact the effective tax rate if recognized. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision in the Condensed Consolidated Statements of Earnings (Loss). The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $8 million and $7 million at September 30, 2024 and June 30, 2024, respectively.
Fiscal years 2018 and 2020 to 2023 remain open to examination by the Internal Revenue Service, fiscal years 2019 to 2023 remain open to examination by certain state jurisdictions, and fiscal years 2012 to 2023 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in Vietnam for the years ended June 30, 2017 through September 30, 2021; Singapore for the year ended September 30, 2020; Korea for the year ended September 30, 2021; Spain for the years ended September 30, 2020 through September 30, 2022; and Germany for the years ended June 30, 2012 through September 30, 2020. The Company believes its income tax reserves for these tax matters are adequate.
v3.24.3
Leases
3 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Leases Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in Property, plant and equipment, net, and finance lease liabilities within Other accrued liabilities and Other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are recorded in Other assets and Operating lease liabilities, current and non-current on our Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of our leased assets and corresponding liabilities. Our lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option.
Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended September 30, 2024Three Months Ended
September 30, 2023
Finance lease cost
Amortization of right-of-use assets$417 $417 
Interest on lease liabilities246 268 
Total finance lease cost663 685 
Operating lease cost14,259 12,937 
Total lease cost$14,922 $13,622 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$246 $268 
Operating cash flows from operating leases13,695 12,268 
Financing cash flows from finance leases419 379 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.38.3
Operating leases6.87.2
Weighted-Average Discount Rate
Finance leases5.6 %5.6 %
Operating leases7.0 %5.8 %
Leases Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either finance or operating.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance lease assets are recorded in Property, plant and equipment, net, and finance lease liabilities within Other accrued liabilities and Other liabilities on our Condensed Consolidated Balance Sheets. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component for lease liabilities included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are recorded in Other assets and Operating lease liabilities, current and non-current on our Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to the Company. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. We account for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of our leased assets and corresponding liabilities. Our lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that we will exercise that option.
Our lease assets also include any lease payments made, and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations.
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended September 30, 2024Three Months Ended
September 30, 2023
Finance lease cost
Amortization of right-of-use assets$417 $417 
Interest on lease liabilities246 268 
Total finance lease cost663 685 
Operating lease cost14,259 12,937 
Total lease cost$14,922 $13,622 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$246 $268 
Operating cash flows from operating leases13,695 12,268 
Financing cash flows from finance leases419 379 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.38.3
Operating leases6.87.2
Weighted-Average Discount Rate
Finance leases5.6 %5.6 %
Operating leases7.0 %5.8 %
v3.24.3
Equity and Redeemable Preferred Stock
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Equity and Redeemable Preferred Stock Equity and Redeemable Preferred Stock
As of September 30, 2024, the Company’s amended and restated articles of incorporation authorize our board of directors, without the approval of our shareholders, to issue 5 million shares of our preferred stock. As of September 30, 2024, 2.3 million shares of mandatory preferred convertible shares have been authorized, none are outstanding; 75,000 shares of Series B-1 convertible preferred stock, no par value, have been issued and are outstanding; and 140,000 shares of Series B-2 convertible preferred stock, no par value, have been issued and are outstanding.
Mandatory Convertible Preferred Stock
In July 2020, the Company issued 2.3 million shares of Mandatory Convertible Preferred Stock.
All outstanding shares of Mandatory Convertible Preferred Stock were converted to 10,240,290 shares of Company Common Stock on July 3, 2023, at a conversion ratio of 4.4523, and no shares of Mandatory Convertible Preferred Stock are currently issued and outstanding.
Series B Convertible Preferred Stock
In March 2021, the Company issued 75,000 shares of Series B-1 Convertible Preferred Stock, no par value per share (“Series B-1 Preferred Stock”), for $10,000 per share, resulting in an aggregate purchase price of $750 million. On July 1, 2022, the Company issued 140,000 shares of Series B-2 Convertible Preferred Stock, no par value per share (“Series B-2 Preferred Stock” and, together with the Series B-1 Preferred Stock, the “Series B Preferred Stock”), for $10,000 per share and an aggregate purchase price of $1.4 billion.
The shares of Series B Preferred Stock are convertible into shares of Coherent Common Stock as follows:
at the election of the holder, at an initial conversion price of $85 per share (as it may be adjusted from time to time, the “Conversion Price”) upon the delivery by Coherent to the holders of the Series B Preferred Stock of an offer to repurchase the Series B-1 Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock as defined below); and
at the election of the Company, any time following March 31, 2024 and July 1, 2025 for the Series B-1 and B-2 Preferred Stock, respectively, at the then-applicable Conversion Price if the volume-weighted average price of Coherent Common Stock exceeds 150% of the then-applicable Conversion Price for 20 trading days out of any 30 consecutive trading days.
The issued shares of Series B Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock, on an as-converted basis, subject to limited exceptions.
On or at any time after March 31, 2031 and July 1, 2032 for the Series B-1 and B-2 Preferred Stock, respectively:
each holder has the right to require the Company to redeem all of their Coherent Series B Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value (such price the “Redemption Price,” and such right the “Put Right”); and
the Company has the right to redeem, in whole or in part, on a pro rata basis from all holders based on the aggregate number of shares of Series B Preferred Stock outstanding, for cash, at the Redemption Price.
In connection with any Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock), and subject to the procedures set forth in the Statement with Respect to Shares establishing the Series B Preferred Stock, the Company must, or will cause the survivor of a Fundamental Change to, make an offer to repurchase, at the option and election of the holder thereof, each share of Series B Preferred Stock then-outstanding at a purchase price per share in cash equal to (i) the Stated Value for such shares plus an amount equal to all accrued or declared and unpaid dividends on such shares that had not previously been added to the Stated Value as of the date of repurchase plus (ii) if prior to March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026 and July 1, 2027, for the Series B-1 and B-2 Preferred Stock, respectively.
If the Company defaults on a payment obligation with respect to the Series B Preferred Stock and such default is not cured within 30 days, the dividend rate will increase to 8% per annum and will be increased by an additional 2% per annum each quarter the Company remains in default, not to exceed 14% per annum.
The Series B Preferred Stock is redeemable for cash outside of the control of the Company upon the exercise of the Put Right, and upon a Fundamental Change, and is therefore classified as mezzanine equity.
The Series B Preferred Stock is initially measured at fair value less issuance costs, accreted to its redemption value over a 10-year period (using the effective interest method) with such accretion accounted for as deemed dividends and reductions to Net Earnings (Loss) Available to Common Shareholders.
Preferred stock dividends are presented as a reduction to Retained earnings on the Condensed Consolidated Balance Sheets.
The following table presents dividends per share and dividends recognized:
Three Months Ended
September 30,
20242023
Dividends per share$148 $140 
Dividends ($000)30,348 28,874 
Deemed dividends ($000)1,485 1,299 
v3.24.3
Noncontrolling Interests
3 Months Ended
Sep. 30, 2024
Noncontrolling Interest [Abstract]  
Noncontrolling Interests Noncontrolling Interests
On December 4, 2023, Silicon Carbide LLC (“Silicon Carbide”), one of the Company’s subsidiaries, completed (i) the sale of 16,666,667 Class A Common Units to Denso Corporation (“Denso”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and Denso and (ii) the sale of 16,666,667 Class A Common units
to Mitsubishi Electric Corporation (“MELCO”) for $500,000,000 pursuant to an Investment Agreement, dated as of October 10, 2023, by and between Silicon Carbide and MELCO (collectively, the “Equity Investments”).
As a consequence of the Equity Investments, the Company’s ownership interest in the Class A Common Units of Silicon Carbide LLC was reduced to approximately 75%. Denso and MELCO each, individually, own approximately 12.5% of the Class A Common Units of Silicon Carbide.
The Equity Investments in Silicon Carbide enables Coherent to increase its available free cash flow to provide greater financial and operational flexibility to execute its capital allocation priorities, as the aggregate $1 billion investment, net of transaction costs, will be used to fund future capital expansion of Silicon Carbide.
The following table presents the activity in noncontrolling interests in Silicon Carbide ($000s):
Three Months Ended
September 30, 2024
Balance-beginning of period$371,392 
Share of foreign currency translation adjustments551 
Net loss(1,026)
Balance-end of period$370,917 
v3.24.3
Earnings (Loss) Per Share
3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock outstanding during the period.
Diluted earnings (loss) per common share is computed by dividing the diluted earnings (loss) available to the common shareholders by the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period. For the three months ended September 30, 2024 and September 30, 2023, as the Company was in a net loss position, there were no dilutive shares.
Potentially dilutive shares whose effect would have been anti-dilutive are excluded from the computation of diluted earnings (loss) per common share. For the three months ended September 30, 2024 and September 30, 2023, diluted earnings (loss) per share excluded the potentially dilutive effect of the performance and restricted shares, calculated based on the average stock price for each fiscal period, using the treasury stock method, as well as the shares of Coherent Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (000, except per share data):
Three Months Ended
September 30,
20242023
Numerator
Net earnings (loss) attributable to Coherent Corp.$25,887 $(67,534)
Deduct Series B dividends and deemed dividends(31,833)(30,173)
Basic loss available to common shareholders$(5,946)$(97,707)
Diluted loss available to common shareholders$(5,946)$(97,707)
Diluted weighted average common shares153,626 150,328 
Basic loss per common share$(0.04)$(0.65)
Diluted loss per common share$(0.04)$(0.65)
The following table presents potential shares of common stock excluded from the calculation of diluted net loss per share, as their effect would have been anti-dilutive (000):
Three Months Ended
September 30,
20242023
Common stock equivalents4,944 2,337 
Series B Convertible Preferred Stock28,563 27,176 
Total anti-dilutive shares33,507 29,513 
v3.24.3
Segment Reporting
3 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Segment Reporting Segment Reporting
The Company reports its business segments using the “management approach” model for segment reporting. This means that we determine our reportable business segments based on the way the chief operating decision-maker (“CODM”) analyzes business segments within the Company for making operating decisions and assessing financial performance.
We report our financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Our CODM receives and reviews financial information based on these three segments. During the first quarter of fiscal 2025 as a result of a new CEO joining the Company in the fourth quarter of fiscal 2024, our CODM implemented changes in the measure he uses to allocate resources and assess performance. Our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of operating income, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment. Segment profit includes operating expenses directly managed by operating segments, including research and development, direct sales, marketing and administrative expenses. Segment profit does not include share-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring charges, and certain other charges. Additionally, effective the first quarter of fiscal 2025, we no longer allocate Corporate strategic research and development, strategic marketing and sales expenses and shared general and administrative expenses, as these expenses are not directly attributable to our operating segments. The segments are managed separately due to the market, production requirements and facilities unique to each segment. The accounting policies are consistent across each segment. Effective the first quarter of fiscal 2025, we no longer allocate corporate assets to the segments.
Comparative prior period segment information has been recast to conform to the new segment profitability measure. The change in our operating segment measure had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.
The following tables summarize selected financial information of our operations by segment and reconciles segment profit to consolidated earnings (loss) before income taxes for the periods presented ($000):
Three Months Ended
September 30,
20242023
Segment revenue
Networking$762,872 $472,849 
Materials237,427 244,640 
Lasers347,836 335,594 
Total segment revenue1,348,135 1,053,083 
Intersegment revenue
Networking14,427 12,887 
Materials132,168 87,742 
Lasers1,564 639 
Unallocated(148,159)(101,268)
Total intersegment revenue— — 
Segment profit
Networking140,276 67,193 
Materials96,647 57,815 
Lasers68,785 52,900 
Total segment profit305,708 177,908 
Unallocated Corporate items:
Corporate and centralized function costs (1)
(73,102)(45,535)
Share-based compensation(35,478)(44,524)
Restructuring costs (2)
(24,364)(3,018)
Integration, site consolidated and other costs (3)
(25,702)(33,074)
Amortization of intangibles(71,862)(72,662)
Start-up costs— (403)
Interest expense(66,644)(73,258)
Other (income) expense, net10,749 6,269 
Earnings (loss) before income taxes$19,303 $(88,297)
Expenditures for property, plant, and equipment
Networking$48,686 $17,493 
Materials33,796 40,512 
Lasers9,502 4,192 
Total expenditures for property, plant, and equipment$91,984 $62,197 
Segment assets and reconciliation to total assets
Networking$3,495,881 $3,200,796 
Materials2,911,978 2,027,164 
Lasers7,536,963 7,569,884 
Corporate and shared services754,478 723,454 
Total assets$14,699,300 $13,521,298 
(1)We do not allocate corporate and centralized function costs that are not directly attributable to our operating segments.
(2)See Note 17. Restructuring Plan for further information.
(3)Integration and site consolidation costs in the three months ended September 30, 2024 include $12 million consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, $9 million of manufacturing inefficiencies, employee severance and retention costs and duplicative labor related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan, $4 million charges for products that are end-of-life and $1 million of severance related to the retirement of executives. Integration and site consolidation costs in the three months ended September 30, 2023 include $17 million of manufacturing inefficiencies, employee severance and retention costs and duplicative labor related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan, $7 million consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, $7 million charges for products that are end-of-life, including inventory, production equipment to produce those products and $2 million of severance related to the retirement of executives.
v3.24.3
Share-Based Compensation
3 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
Stock Award Plans
The Company’s Board of Directors amended the Coherent Corp. 2018 Omnibus Incentive Plan, which originally was approved by the Company's shareholders at the Annual Meeting in November 2018, as the Coherent Corp. Omnibus Incentive Plan (as amended and restated, the “Plan”). The Plan was approved at the Annual Meeting in November 2023. The Plan provides for the grant of stock options, stock appreciation rights, restricted shares, restricted share units, deferred shares, performance shares and performance share units to employees, officers and directors of the Company. The maximum number of shares of Coherent Common Stock authorized for issuance under the Plan is limited to 13,450,000 shares of Coherent Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. Certain awards under the Plan have certain vesting provisions predicated upon the death, retirement or disability of the grantee.
On the Closing Date, the Company assumed the Coherent, Inc. Equity Incentive Plan (“Coherent, Inc. Plan”) and the Coherent, Inc. unvested restricted stock units (“Converted RSUs”) that are generally subject to the same terms and conditions that applied to the Converted RSUs immediately prior to the Closing Date. After the Closing Date, the Company granted restricted stock units under the Coherent, Inc. Plan through August 28, 2023. The Coherent, Inc. Plan was terminated upon adoption of the Plan in November 2023. No additional awards will be granted under the Coherent, Inc. Plan.
On June 3, 2024, the Board of Directors granted 147,214 restricted stock units vesting over three years from date of grant and 694,007 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CEO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
On October 11, 2024, the Board of Directors granted 15,902 and 63,154 restricted stock units vesting over three years and two years, respectively, from date of grant and 118,853 performance stock units vesting over the approximate three-year period ending June 30, 2027, to the new CFO. The grants were non-Plan “employment inducement awards” as contemplated by the New York Stock Exchange Listing Rule 303A.08 and therefore were not made pursuant to the Plan.
The Company has an Employee Stock Purchase Plan whereby eligible employees may authorize payroll deductions of up to 10%, or such other percentage up to 15% that the Company determines, of their regular base salary to purchase shares at the lower of 85% of the fair market value of the common stock on the date of commencement of the offering or on the last day of the six-month offering period.
Share-based compensation expense for the periods indicated was as follows ($000):
Three Months Ended
September 30,
20242023
Stock Options and Cash-Based Stock Appreciation Rights$417 $(1,057)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards23,769 31,065 
Performance Share Awards and Cash-Based Performance Share Unit Awards8,992 10,845 
Employee Stock Purchase Plan2,300 3,671 
$35,478 $44,524 
v3.24.3
Fair Value of Financial Instruments
3 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. We estimate fair value of our financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.
We entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to our variable interest rate debt by effectively converting it to a fixed interest rate. Through February 28, 2023, we received payments based on the one-month LIBOR and made payments based on a fixed rate of 1.52%. We received payments with a floor of 0.00%. The interest rate swap agreement had an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap decreased to $825 million in June 2022, and remained at that amount through its expiration on September 24, 2024. On March 20, 2023, we amended our $825 million interest rate swap (“Amended Swap”), effective as of February 28, 2023, to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. Under the Amended Swap, we received payments based on the one-month SOFR and made payments based on a fixed rate of 1.42%. We received payments with a floor of 0.10%. We designated this instrument as a cash flow hedge, and deemed the hedge relationship effective at inception of the contract and the amended contract.
The interest rate swap expired on September 30, 2024. The fair value of the interest rate swap of $8 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets as of June 30, 2024. Changes in fair value were recorded within AOCI on the Condensed Consolidated Balance Sheets and reclassified into the Condensed Consolidated Statements of Earnings (Loss) as interest expense in the period in which the underlying transaction affected earnings. Cash flows from hedging activities were reported in the Condensed Consolidated Statements of Cash Flows in the same classification as the hedged item, generally as a component of cash flows from operations. The fair value of the interest rate swap was determined using widely accepted valuation techniques and reflected the contractual terms of the interest rate swap including the period to maturity, and while there were no quoted prices in active markets, it used observable market-based inputs, including interest rate curves. The fair value analysis also considered a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The interest rate swap was classified as a Level 2 item within the fair value hierarchy.
On February 23, 2022, we entered into an interest rate cap (the “Cap”) with an effective date of July 1, 2023. On March 20, 2023, we amended the Cap to replace the current reference rate (LIBOR) with SOFR, to be consistent with Amendment No. 1 to the Credit Agreement. See Note 7. Debt for further information. The Cap manages our exposure to interest rate movements on a portion of our floating rate debt. The Cap provides us with the right to receive payment if one-month SOFR exceeds 1.92%. Beginning in July 2023, we began to pay a fixed monthly premium based on an annual rate of 0.853% for the Cap. The Cap will carry a notional amount ranging from $500 million to $1,500 million. On September 1, 2024, we increased the notional amount from $500 million to $1,500 million. The fair value of the interest rate cap of $22 million and $50 million is recognized in the Condensed Consolidated Balance Sheet within Prepaid and other current assets and Other assets as of September 30, 2024 and June 30, 2024, respectively.
The Cap, as amended, is designed to mirror the terms of the Credit Agreement as amended on March 31, 2023. We designated the Cap as a cash flow hedge of the variability of the SOFR based interest payments on the Term Facilities. Every period over the life of the hedging relationship, the entire change in fair value related to the hedging instrument will first be recorded within Accumulated other comprehensive income (loss). Amounts accumulated in accumulated other comprehensive income (loss) are reclassified into interest expense in the same period or periods in which interest expense is recognized on the Credit Agreement, or its direct replacement. The fair value of the Cap is determined using widely accepted valuation techniques and reflects the contractual terms of the Cap including the period to maturity, and while there are no quoted prices in active markets, it uses observable market-based inputs, including interest rate curves. The fair value analysis also considers a credit valuation adjustment to reflect nonperformance risk of both the Company and the single counterparty. The Cap is classified as a Level 2 item within the fair value hierarchy.
We estimated the fair value of the Senior Notes, Term A Facility and Term B Facility (“Debt Facilities”) based on quoted market prices as of the last trading day prior to September 30, 2024; however, the Debt Facilities have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Debt Facilities could be retired or transferred. We concluded that this fair value measurement should be categorized within Level 2. The carrying values of the Debt Facilities are net of unamortized discount and issuance costs. See Note 7. Debt for details on the Company’s debt facilities.
The fair value and carrying value of the Debt Facilities were as follows ($000):
September 30, 2024June 30, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Senior Notes$969,220 $984,301 $938,193 $984,061 
Term A Facility763,088 757,107 777,564 762,039 
Term B Facility2,269,116 2,232,728 2,390,497 2,334,701 
Our borrowings, including our lease obligations and the Debt Facilities, are considered Level 2 among the fair value hierarchy.
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 investments.
At September 30, 2024, total restricted cash of $763 million includes $757 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $5 million of cash restricted for other purposes in other entities. At June 30, 2024, total restricted cash of $864 million includes $858 million of cash in Silicon Carbide LLC that is restricted for use only by that subsidiary and $5 million of cash restricted for other purposes in other entities. The restricted cash is invested in money market accounts and time deposits, with maturities of one year or less, that are held-to-maturity, are considered Level 1 among the fair value hierarchy and approximate fair value. Restricted cash that is expected to be spent and released from restriction after 12 months is classified as non-current on the Condensed Consolidated Balance Sheets.
We, from time to time, purchase foreign currency forward exchange contracts that permit us to sell specified amounts of these foreign currencies for pre-established U.S. dollar amounts at specified dates that represent assets or liabilities on the balance sheets of certain subsidiaries. These contracts are entered into for the purpose of limiting translational exposure to changes in currency exchange rates and which otherwise would expose our earnings, on the revaluation of our aggregate net assets or liabilities in respective currencies, to foreign currency risk. At September 30, 2024, we had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk and restrictions and other terms specific to the contracts. Realized gains related to these contracts for the three months ended September 30, 2024 were $16 million and realized losses related to these contracts for the three months ended September 30, 2023 were $11 million and were included in Other income, net in the Condensed Consolidated Statements of Earnings (Loss).
v3.24.3
Accumulated Other Comprehensive Income (Loss)
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss)
The changes in AOCI by component, net of tax, for the three months ended September 30, 2024 were as follows ($000):
Foreign
Currency
Translation
Adjustment
Interest
Rate
Swap
Interest
Rate
Cap
Defined
Benefit
Pension Plan
Total
Accumulated Other
Comprehensive
Income (Loss)
AOCI - June 30, 2024
$(26,092)$(3,401)$39,317 $(7,184)$2,640 
Other comprehensive income (loss) before reclassifications289,723 9,060 (16,713)(155)281,915 
Amounts reclassified from AOCI— (5,659)(5,443)— (11,102)
Net current-period other comprehensive income (loss)289,723 3,401 (22,156)(155)270,813 
AOCI - September 30, 2024$263,631 $— $17,161 $(7,339)$273,453 
v3.24.3
Restructuring Plan
3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Restructuring Plan Restructuring Plan
Restructuring Plan
On May 23, 2023, the Board of Directors approved the Company’s May 2023 Restructuring Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities. These restructuring actions are expected to be accompanied by other cost reductions, and are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model. We evaluate restructuring charges in accordance with ASC 420, Exit or Disposal Cost Obligations (ASC 420), and ASC 712, Compensation-Nonretirement Post-Employment Benefits (ASC 712).
In the three months ended September 30, 2024, these activities resulted in $24 million of charges primarily for impairment losses associated with the sale of our Newton Aycliffe business, accelerated depreciation, and site move costs. In the three months ended September 30, 2023, these activities resulted in $3 million of charges primarily for employee termination costs as well as site move costs, write-off of property and equipment and acceleration of depreciation. We expect the restructuring actions to be substantially completed by the end of fiscal 2025. However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material.
Activity and accrual balances for the Restructuring Plan were as follows for the three months ended September 30, 2024 and September 30, 2023 ($000):
Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2024$51,061 $— $— $51,061 
Restructuring charges (recoveries)(455)15,970 8,850 24,365 
Payments(6,796)— — (6,796)
Asset write-offs and other— (15,970)(8,850)(24,820)
Balance - September 30, 2024$43,810 $— $— $43,810 

Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2023$64,379 $— $— $64,379 
Restructuring charges2,050 269 699 3,018 
Payments(7,930)— — (7,930)
Asset write-offs and other— (269)(699)(968)
Balance - September 30, 2023$58,499 $— $— $58,499 

At September 30, 2024, $14 million and $30 million of accrued severance related costs were included in other accrued liabilities and other liabilities, respectively, and are expected to result in cash expenditures through fiscal 2028. The current year severance related recoveries are primarily comprised of adjustments to accruals for severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712. The prior year severance related costs are primarily comprised of severance pay for employees being terminated due to the consolidation of certain manufacturing sites, with severance recorded in accordance with ASC 712.
By segment, for the three months ended September 30, 2024, $24 million of restructuring costs were incurred in the Materials segment, and an immaterial amount of restructuring costs were incurred in the Lasers and Networking segments. By segment, for the three months ended September 30, 2023, $5 million of restructuring costs were incurred in the Materials segment, partially offset by $2 million of restructuring recoveries in the Networking segment. Restructuring charges and recoveries are recorded in Restructuring Charges in our Condensed Consolidated Statements of Earnings (Loss).
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 25,887 $ (67,534)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Basis of Presentation (Policies)
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Reclassification Certain prior year amounts have been reclassified for consistency with the current year presentation.
Recently Issued Financial Accounting Standards
In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is evaluating the impact this will have on the Company’s consolidated financial statements and disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on either a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures.
In March 2024, the Securities and Exchange Commission (the “SEC”) issued the final rule under SEC Release No. 33-11275 and 34-99678, “The Enhancement and Standardization of Climate-Related Disclosures for Investors,” requiring public companies to provide certain climate-related information in their registration statements and annual reports. The final rules will require information about a company’s climate-related risks that have materially impacted or are reasonably likely to have a material impact on its business strategy, results of operations, or financial condition, and the actual and potential material impacts of any identified climate-related risks on the company’s strategy, business model and outlook, as well as relating to assessment, management, oversight and mitigation of such material risks, material climate-related targets and goals, and material greenhouse gas emissions. Additionally, certain disclosures related to severe weather events and other natural conditions will be required in the audited financial statements. The first phase of the final rule is effective for fiscal years beginning in 2025. Disclosure for prior periods is only required if it was previously disclosed in an SEC filing. On April 4, 2024, the SEC voluntarily stayed implementation of the final rule to facilitate the orderly judicial resolution of pending legal challenges to the rule. We are currently evaluating the impact on our disclosures of adopting this new pronouncement.
Fair Value of Financial Instruments
The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. We estimate fair value of our financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:
Level 1 – Valuation is based upon unadjusted quoted prices for identical assets or liabilities in active markets.
Level 2 – Valuation is based upon quoted prices for similar assets and liabilities in active markets, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 – Valuation is based upon other unobservable inputs that are significant to the fair value measurements.
v3.24.3
Revenue from Contracts with Customers (Tables)
3 Months Ended
Sep. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregated Revenue
The following tables summarize disaggregated revenue by market ($000):
Three Months Ended September 30, 2024
NetworkingMaterialsLasersTotal
Industrial$14,380 $119,646 $272,914 $406,940 
Communications739,156 35,135 — 774,291 
Electronics2,171 74,057 — 76,228 
Instrumentation7,165 8,589 74,922 90,676 
Total Revenues$762,872 $237,427 $347,836 $1,348,135 
Three Months Ended September 30, 2023
NetworkingMaterialsLasersTotal
Industrial$15,965 $133,203 $255,166 $404,334 
Communications446,274 13,252 — 459,526 
Electronics1,724 88,065 — 89,789 
Instrumentation8,886 10,120 80,428 99,434 
Total Revenues$472,849 $244,640 $335,594 $1,053,083 
v3.24.3
Inventories (Tables)
3 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Components of Inventories
The components of inventories were as follows ($000):
September 30,
2024
June 30,
2024
Raw materials$385,422 $429,888 
Work in progress736,432 620,575 
Finished goods264,295 235,941 
Total inventories$1,386,149 $1,286,404 
v3.24.3
Property, Plant and Equipment (Tables)
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Property, plant and equipment consists of the following ($000):
September 30,
2024
June 30,
2024
Land and improvements$67,572 $66,156 
Buildings and improvements793,950 774,991 
Machinery and equipment2,111,407 2,034,310 
Construction in progress440,674 398,884 
Finance lease right-of-use asset25,000 25,000 
3,438,603 3,299,341 
Less accumulated depreciation and amortization(1,563,289)(1,482,082)
Property, plant, and equipment, net$1,875,314 $1,817,259 
v3.24.3
Goodwill and Other Intangible Assets (Tables)
3 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Carrying Amount of Goodwill
Changes in the carrying amount of goodwill were as follows ($000):
Three Months Ended September 30, 2024
NetworkingMaterials LasersTotal
Balance-beginning of period$1,036,592 $245,983 $3,181,754 $4,464,329 
Foreign currency translation1,900 2,778 126,636 131,314 
Balance-end of period$1,038,492 $248,761 $3,308,390 $4,595,643 
Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill
The gross carrying amount and accumulated amortization of our intangible assets other than goodwill were as follows ($000):
September 30, 2024June 30, 2024
Gross
Carrying
Amount
Accumulated
Amortization
Net
Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book Value
Technology$1,685,122 $(430,328)$1,254,794 $1,653,289 $(394,040)$1,259,249 
Trade Names438,470 (8,470)430,000 438,470 (8,470)430,000 
Customer Lists2,377,951 (549,878)1,828,073 2,310,550 (498,252)1,812,298 
Backlog and Other91,732 (89,912)1,820 88,792 (87,092)1,700 
Total$4,593,275 $(1,078,588)$3,514,687 $4,491,101 $(987,854)$3,503,247 
v3.24.3
Debt (Tables)
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Components of Debt
The components of debt as of the dates indicated were as follows ($000):
September 30,
2024
June 30,
2024
Term A Facility, interest at adjusted SOFR, as defined, plus 1.850%
$765,000 $775,625 
Debt issuance costs, Term A Facility and Revolving Credit Facility(12,456)(13,586)
Term B Facility, interest at adjusted SOFR, as defined, plus 2.500%
2,274,803 2,384,536 
Debt issuance costs, Term B Facility(42,075)(49,835)
1.30% Term loan
— 335 
Facility construction loan in Germany19,196 19,082 
5.000% Senior Notes
990,000 990,000 
Debt issuance costs and discount, Senior Notes(5,699)(5,939)
Total debt3,988,769 4,100,218 
Current portion of long-term debt(69,928)(73,770)
Long-term debt, less current portion$3,918,841 $4,026,448 
v3.24.3
Leases (Tables)
3 Months Ended
Sep. 30, 2024
Leases [Abstract]  
Schedule of Lease Costs
The following table presents lease costs, which include leases for arrangements with an initial term of more than 12 months, lease term, and discount rates ($000):
Three Months Ended September 30, 2024Three Months Ended
September 30, 2023
Finance lease cost
Amortization of right-of-use assets$417 $417 
Interest on lease liabilities246 268 
Total finance lease cost663 685 
Operating lease cost14,259 12,937 
Total lease cost$14,922 $13,622 
Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases$246 $268 
Operating cash flows from operating leases13,695 12,268 
Financing cash flows from finance leases419 379 
Weighted-Average Remaining Lease Term (in Years)
Finance leases7.38.3
Operating leases6.87.2
Weighted-Average Discount Rate
Finance leases5.6 %5.6 %
Operating leases7.0 %5.8 %
v3.24.3
Equity and Redeemable Preferred Stock (Tables)
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of Dividends
The following table presents dividends per share and dividends recognized:
Three Months Ended
September 30,
20242023
Dividends per share$148 $140 
Dividends ($000)30,348 28,874 
Deemed dividends ($000)1,485 1,299 
v3.24.3
Noncontrolling Interests (Tables)
3 Months Ended
Sep. 30, 2024
Noncontrolling Interest [Abstract]  
Schedule of Noncontrolling Interests
The following table presents the activity in noncontrolling interests in Silicon Carbide ($000s):
Three Months Ended
September 30, 2024
Balance-beginning of period$371,392 
Share of foreign currency translation adjustments551 
Net loss(1,026)
Balance-end of period$370,917 
v3.24.3
Earnings (Loss) Per Share (Tables)
3 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Basic and Diluted Earnings (Loss) Per Share
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations (000, except per share data):
Three Months Ended
September 30,
20242023
Numerator
Net earnings (loss) attributable to Coherent Corp.$25,887 $(67,534)
Deduct Series B dividends and deemed dividends(31,833)(30,173)
Basic loss available to common shareholders$(5,946)$(97,707)
Diluted loss available to common shareholders$(5,946)$(97,707)
Diluted weighted average common shares153,626 150,328 
Basic loss per common share$(0.04)$(0.65)
Diluted loss per common share$(0.04)$(0.65)
Schedule of Potential Shares Excluded from Calculation of Diluted Net Loss Per Share
The following table presents potential shares of common stock excluded from the calculation of diluted net loss per share, as their effect would have been anti-dilutive (000):
Three Months Ended
September 30,
20242023
Common stock equivalents4,944 2,337 
Series B Convertible Preferred Stock28,563 27,176 
Total anti-dilutive shares33,507 29,513 
v3.24.3
Segment Reporting (Tables)
3 Months Ended
Sep. 30, 2024
Segment Reporting [Abstract]  
Schedule of Financial Information by Segment
The following tables summarize selected financial information of our operations by segment and reconciles segment profit to consolidated earnings (loss) before income taxes for the periods presented ($000):
Three Months Ended
September 30,
20242023
Segment revenue
Networking$762,872 $472,849 
Materials237,427 244,640 
Lasers347,836 335,594 
Total segment revenue1,348,135 1,053,083 
Intersegment revenue
Networking14,427 12,887 
Materials132,168 87,742 
Lasers1,564 639 
Unallocated(148,159)(101,268)
Total intersegment revenue— — 
Segment profit
Networking140,276 67,193 
Materials96,647 57,815 
Lasers68,785 52,900 
Total segment profit305,708 177,908 
Unallocated Corporate items:
Corporate and centralized function costs (1)
(73,102)(45,535)
Share-based compensation(35,478)(44,524)
Restructuring costs (2)
(24,364)(3,018)
Integration, site consolidated and other costs (3)
(25,702)(33,074)
Amortization of intangibles(71,862)(72,662)
Start-up costs— (403)
Interest expense(66,644)(73,258)
Other (income) expense, net10,749 6,269 
Earnings (loss) before income taxes$19,303 $(88,297)
Expenditures for property, plant, and equipment
Networking$48,686 $17,493 
Materials33,796 40,512 
Lasers9,502 4,192 
Total expenditures for property, plant, and equipment$91,984 $62,197 
Segment assets and reconciliation to total assets
Networking$3,495,881 $3,200,796 
Materials2,911,978 2,027,164 
Lasers7,536,963 7,569,884 
Corporate and shared services754,478 723,454 
Total assets$14,699,300 $13,521,298 
(1)We do not allocate corporate and centralized function costs that are not directly attributable to our operating segments.
(2)See Note 17. Restructuring Plan for further information.
(3)Integration and site consolidation costs in the three months ended September 30, 2024 include $12 million consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, $9 million of manufacturing inefficiencies, employee severance and retention costs and duplicative labor related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan, $4 million charges for products that are end-of-life and $1 million of severance related to the retirement of executives. Integration and site consolidation costs in the three months ended September 30, 2023 include $17 million of manufacturing inefficiencies, employee severance and retention costs and duplicative labor related to sites being shut down as part of our 2023 Restructuring Plan or Synergy and Site Consolidation Plan, $7 million consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure, $7 million charges for products that are end-of-life, including inventory, production equipment to produce those products and $2 million of severance related to the retirement of executives.
v3.24.3
Share-Based Compensation (Tables)
3 Months Ended
Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-Based Compensation Expense
Share-based compensation expense for the periods indicated was as follows ($000):
Three Months Ended
September 30,
20242023
Stock Options and Cash-Based Stock Appreciation Rights$417 $(1,057)
Restricted Share Awards and Cash-Based Restricted Share Unit Awards23,769 31,065 
Performance Share Awards and Cash-Based Performance Share Unit Awards8,992 10,845 
Employee Stock Purchase Plan2,300 3,671 
$35,478 $44,524 
v3.24.3
Fair Value of Financial Instruments (Tables)
3 Months Ended
Sep. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value and Carrying Value of Debt Facilities
The fair value and carrying value of the Debt Facilities were as follows ($000):
September 30, 2024June 30, 2024
Fair ValueCarrying ValueFair ValueCarrying Value
Senior Notes$969,220 $984,301 $938,193 $984,061 
Term A Facility763,088 757,107 777,564 762,039 
Term B Facility2,269,116 2,232,728 2,390,497 2,334,701 
v3.24.3
Accumulated Other Comprehensive Income (Loss) (Tables)
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Schedule of AOCI, Net of Tax
The changes in AOCI by component, net of tax, for the three months ended September 30, 2024 were as follows ($000):
Foreign
Currency
Translation
Adjustment
Interest
Rate
Swap
Interest
Rate
Cap
Defined
Benefit
Pension Plan
Total
Accumulated Other
Comprehensive
Income (Loss)
AOCI - June 30, 2024
$(26,092)$(3,401)$39,317 $(7,184)$2,640 
Other comprehensive income (loss) before reclassifications289,723 9,060 (16,713)(155)281,915 
Amounts reclassified from AOCI— (5,659)(5,443)— (11,102)
Net current-period other comprehensive income (loss)289,723 3,401 (22,156)(155)270,813 
AOCI - September 30, 2024$263,631 $— $17,161 $(7,339)$273,453 
v3.24.3
Restructuring Plan (Tables)
3 Months Ended
Sep. 30, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Components of Restructuring Charges and Payments and Other Deductions
Activity and accrual balances for the Restructuring Plan were as follows for the three months ended September 30, 2024 and September 30, 2023 ($000):
Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2024$51,061 $— $— $51,061 
Restructuring charges (recoveries)(455)15,970 8,850 24,365 
Payments(6,796)— — (6,796)
Asset write-offs and other— (15,970)(8,850)(24,820)
Balance - September 30, 2024$43,810 $— $— $43,810 

Severance
Asset Write-Offs
Other
Total Accrual
Balance - June 30, 2023$64,379 $— $— $64,379 
Restructuring charges2,050 269 699 3,018 
Payments(7,930)— — (7,930)
Asset write-offs and other— (269)(699)(968)
Balance - September 30, 2023$58,499 $— $— $58,499 
v3.24.3
Revenue from Contracts with Customers - Schedule of Disaggregated Revenue by Market (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Disaggregation of Revenue [Line Items]    
Revenues $ 1,348,135 $ 1,053,083
Industrial    
Disaggregation of Revenue [Line Items]    
Revenues 406,940 404,334
Communications    
Disaggregation of Revenue [Line Items]    
Revenues 774,291 459,526
Electronics    
Disaggregation of Revenue [Line Items]    
Revenues 76,228 89,789
Instrumentation    
Disaggregation of Revenue [Line Items]    
Revenues 90,676 99,434
Networking    
Disaggregation of Revenue [Line Items]    
Revenues 762,872 472,849
Networking | Industrial    
Disaggregation of Revenue [Line Items]    
Revenues 14,380 15,965
Networking | Communications    
Disaggregation of Revenue [Line Items]    
Revenues 739,156 446,274
Networking | Electronics    
Disaggregation of Revenue [Line Items]    
Revenues 2,171 1,724
Networking | Instrumentation    
Disaggregation of Revenue [Line Items]    
Revenues 7,165 8,886
Materials    
Disaggregation of Revenue [Line Items]    
Revenues 237,427 244,640
Materials | Industrial    
Disaggregation of Revenue [Line Items]    
Revenues 119,646 133,203
Materials | Communications    
Disaggregation of Revenue [Line Items]    
Revenues 35,135 13,252
Materials | Electronics    
Disaggregation of Revenue [Line Items]    
Revenues 74,057 88,065
Materials | Instrumentation    
Disaggregation of Revenue [Line Items]    
Revenues 8,589 10,120
Lasers    
Disaggregation of Revenue [Line Items]    
Revenues 347,836 335,594
Lasers | Industrial    
Disaggregation of Revenue [Line Items]    
Revenues 272,914 255,166
Lasers | Communications    
Disaggregation of Revenue [Line Items]    
Revenues 0 0
Lasers | Electronics    
Disaggregation of Revenue [Line Items]    
Revenues 0 0
Lasers | Instrumentation    
Disaggregation of Revenue [Line Items]    
Revenues $ 74,922 $ 80,428
v3.24.3
Revenue from Contracts with Customers - Additional Information (Details)
$ in Millions
3 Months Ended
Sep. 30, 2024
USD ($)
Revenue from Contract with Customer [Abstract]  
Revenue recognized related to customer payments $ 27
Contract liabilities 69
Contract liabilities included in other accrued liabilities 56
Contract liabilities included within other liabilities $ 13
v3.24.3
Inventories (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Inventory Disclosure [Abstract]    
Raw materials $ 385,422 $ 429,888
Work in progress 736,432 620,575
Finished goods 264,295 235,941
Total inventories $ 1,386,149 $ 1,286,404
v3.24.3
Property Plant and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Property, Plant and Equipment [Line Items]    
Finance lease right-of-use asset $ 25,000 $ 25,000
Property, plant, and equipment and finance lease right-of-use asset 3,438,603 3,299,341
Less accumulated depreciation and amortization (1,563,289) (1,482,082)
Property, plant, and equipment, net 1,875,314 1,817,259
Land and improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 67,572 66,156
Buildings and improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 793,950 774,991
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 2,111,407 2,034,310
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 440,674 $ 398,884
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details)
$ in Thousands
3 Months Ended
Sep. 30, 2024
USD ($)
Goodwill [Roll Forward]  
Balance-beginning of period $ 4,464,329
Foreign currency translation 131,314
Balance-end of period 4,595,643
Networking  
Goodwill [Roll Forward]  
Balance-beginning of period 1,036,592
Foreign currency translation 1,900
Balance-end of period 1,038,492
Materials  
Goodwill [Roll Forward]  
Balance-beginning of period 245,983
Foreign currency translation 2,778
Balance-end of period 248,761
Lasers  
Goodwill [Roll Forward]  
Balance-beginning of period 3,181,754
Foreign currency translation 126,636
Balance-end of period $ 3,308,390
v3.24.3
Goodwill and Other Intangible Assets - Schedule of Gross Carrying Amount and Accumulated Amortization of Intangible Assets Other Than Goodwill (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 4,593,275 $ 4,491,101
Accumulated Amortization (1,078,588) (987,854)
Net Book Value 3,514,687 3,503,247
Technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,685,122 1,653,289
Accumulated Amortization (430,328) (394,040)
Net Book Value 1,254,794 1,259,249
Trade Names    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 438,470 438,470
Accumulated Amortization (8,470) (8,470)
Net Book Value 430,000 430,000
Customer Lists    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 2,377,951 2,310,550
Accumulated Amortization (549,878) (498,252)
Net Book Value 1,828,073 1,812,298
Backlog and Other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 91,732 88,792
Accumulated Amortization (89,912) (87,092)
Net Book Value $ 1,820 $ 1,700
v3.24.3
Debt - Schedule of Components of Debt (Detail) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Jun. 30, 2024
Jul. 01, 2022
Dec. 10, 2021
Dec. 21, 2020
Line of Credit Facility [Line Items]          
Total debt $ 3,988,769 $ 4,100,218      
Current portion of long-term debt (69,928) (73,770)      
Long-term debt, less current portion 3,918,841 4,026,448      
Line of credit | Secured Debt          
Line of Credit Facility [Line Items]          
Debt, gross $ 19,000        
Line of credit | Credit Agreement          
Line of Credit Facility [Line Items]          
Basis spread on variable rate 1.85%        
Line of credit | Credit Agreement | Term A Facility          
Line of Credit Facility [Line Items]          
Basis spread on variable rate 1.85%        
Debt, gross $ 765,000 775,625      
Line of credit | Credit Agreement | Debt issuance costs, Term A Facility and Revolving Credit Facility          
Line of Credit Facility [Line Items]          
Debt issuance costs $ (12,456) (13,586)      
Line of credit | Credit Agreement | Term B Facility          
Line of Credit Facility [Line Items]          
Basis spread on variable rate 2.50%        
Debt, gross $ 2,274,803 2,384,536      
Debt issuance costs $ (42,075) (49,835)      
Line of credit | 1.30% Term loan | Secured Debt          
Line of Credit Facility [Line Items]          
Interest rate on debt 1.30%   1.30%    
Debt, gross $ 0 335      
Line of credit | Facility construction loan in Germany | Secured Debt          
Line of Credit Facility [Line Items]          
Interest rate on debt         1.55%
Debt, gross $ 19,196 19,082      
Senior Notes | 5.000% Senior Notes          
Line of Credit Facility [Line Items]          
Interest rate on debt 5.00%     5.00%  
Debt, gross $ 990,000 990,000      
Debt issuance costs and discount, Senior Notes $ (5,699) $ (5,939)      
v3.24.3
Debt - Senior Credit Facility (Details) - USD ($)
3 Months Ended
Apr. 02, 2024
Mar. 31, 2023
Sep. 30, 2024
Jun. 30, 2024
Sep. 30, 2023
Jul. 01, 2022
Line of Credit Facility [Line Items]            
Amortization of debt issuance costs     $ 5,484,000   $ 3,567,000  
Revolving Credit Facility | Credit Agreement | Minimum            
Line of Credit Facility [Line Items]            
Basis spread on variable rate   1.75%        
Line of credit | Credit Agreement            
Line of Credit Facility [Line Items]            
Basis spread on variable rate     1.85%      
Line of credit | Credit Agreement | Maximum            
Line of Credit Facility [Line Items]            
Basis spread on variable rate   2.50%        
Line of credit | Secured Debt | Credit Agreement            
Line of Credit Facility [Line Items]            
Aggregate amount of credit facility           $ 4,000,000,000.0
Increase (decrease) in interest expense     $ (13,000,000)   (11,000,000)  
Amortization of debt issuance costs     5,000,000   3,000,000  
Line of credit | Secured Debt | Credit Agreement | Interest Rate Cap            
Line of Credit Facility [Line Items]            
Interest expense incurred     $ 53,000,000   $ 57,000,000  
Line of credit | Term A Facility | Credit Agreement            
Line of Credit Facility [Line Items]            
Aggregate amount of credit facility           850,000,000
Adjusted variable rate floor   0.10%        
Basis spread on variable rate     1.85%      
Line of credit | Term A Facility | Credit Agreement | Minimum            
Line of Credit Facility [Line Items]            
Basis spread on variable rate   1.75%        
Line of credit | Term B Facility | Credit Agreement            
Line of Credit Facility [Line Items]            
Aggregate amount of credit facility           2,800,000,000
Adjusted variable rate floor 0.50%          
Basis spread on variable rate     2.50%      
Debt extinguishment costs       $ 2,000,000    
Line of credit | Revolving Credit Facility            
Line of Credit Facility [Line Items]            
Basis spread on variable rate     1.85%      
Line of credit | Revolving Credit Facility | Credit Agreement            
Line of Credit Facility [Line Items]            
Aggregate amount of credit facility           350,000,000
Adjusted variable rate floor   0.10%        
Line of credit | Revolving Credit Facility | Credit Agreement | Maximum            
Line of Credit Facility [Line Items]            
Basis spread on variable rate   2.50%        
Line of credit | Letter of Credit | Credit Agreement            
Line of Credit Facility [Line Items]            
Aggregate amount of credit facility           $ 50,000,000
v3.24.3
Debt - Debt Assumed Through Acquisition (Details)
$ in Thousands
Dec. 21, 2020
EUR (€)
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
Jul. 01, 2022
loan
Line of credit | Secured Debt        
Debt Instrument [Line Items]        
Aggregate principal outstanding   $ 19,000    
Line of credit | Secured Debt | 1.30% Term loan        
Debt Instrument [Line Items]        
Aggregate principal outstanding   $ 0 $ 335  
Interest rate on debt   1.30%   1.30%
Line of credit | Secured Debt | 1.00% State of Connecticut term loan due 2023        
Debt Instrument [Line Items]        
Interest rate on debt       1.00%
Line of credit | Secured Debt | Facility construction loan in Germany        
Debt Instrument [Line Items]        
Aggregate principal outstanding   $ 19,196 $ 19,082  
Interest rate on debt 1.55%      
Aggregate amount of credit facility | € € 24,000,000      
Term of loan 10 years      
Coherent Inc.        
Debt Instrument [Line Items]        
Number of loans assumed | loan       3
v3.24.3
Debt - Senior Notes (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 10, 2021
Sep. 30, 2024
Sep. 30, 2023
Senior Notes | 5.000% Senior Notes      
Debt Instrument [Line Items]      
Interest rate on debt 5.00% 5.00%  
Aggregate principal amount of bridge loan $ 990    
Interest expense incurred   $ 13 $ 13
Senior Notes | 5.000% Senior Notes | Senior Notes, Redemption, Period One      
Debt Instrument [Line Items]      
Redemption price, percentage of principal amount 100.00%    
Senior Notes | 5.000% Senior Notes | Senior Notes, Redemption, Period Two      
Debt Instrument [Line Items]      
Redemption percentage 40.00%    
Senior Notes | 5.000% Senior Notes | Senior Notes, Redemption, Period Three      
Debt Instrument [Line Items]      
Redemption price, percentage of principal amount 105.00%    
Line of credit | Credit Agreement | Revolving Credit Facility      
Debt Instrument [Line Items]      
Available credit under lines of credit   $ 320  
v3.24.3
Income Taxes (Details) - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Income Tax Disclosure [Abstract]      
Effective income tax rate, percent (29.00%) 24.00%  
U.S. statutory rate 21.00%    
Gross unrecognized tax benefit $ 115   $ 117
Gross unrecognized tax benefits that would impact effective tax rate 19    
Interest and penalties accrued $ 8   $ 7
v3.24.3
Leases (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Finance lease cost    
Amortization of right-of-use assets $ 417 $ 417
Interest on lease liabilities 246 268
Total finance lease cost 663 685
Operating lease cost 14,259 12,937
Total lease cost 14,922 13,622
Cash Paid for Amounts Included in the Measurement of Lease Liabilities    
Operating cash flows from finance leases 246 268
Operating cash flows from operating leases 13,695 12,268
Financing cash flows from finance leases $ 419 $ 379
Weighted-Average Remaining Lease Term (in Years)    
Finance leases 7 years 3 months 18 days 8 years 3 months 18 days
Operating leases 6 years 9 months 18 days 7 years 2 months 12 days
Weighted-Average Discount Rate    
Finance leases 5.60% 5.60%
Operating leases 7.00% 5.80%
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Other accrued liabilities  
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other liabilities  
v3.24.3
Equity and Redeemable Preferred Stock - Additional Information (Details)
$ / shares in Units, $ in Millions
1 Months Ended
Jul. 03, 2023
shares
Jul. 01, 2022
USD ($)
$ / shares
shares
Mar. 31, 2021
USD ($)
day
$ / shares
shares
Sep. 30, 2024
shares
Jun. 30, 2024
shares
Sep. 30, 2023
shares
Jun. 30, 2023
shares
Jul. 31, 2020
shares
Class of Stock [Line Items]                
Preferred stock, shares authorized (in shares)       5,000,000        
Mandatory preferred convertible shares outstanding (in shares)       215,000 215,000 215,000 215,000  
Redeemable convertible preferred stock, shares issued (in shares)       215,000 215,000      
Mandatory Convertible Preferred Stock                
Class of Stock [Line Items]                
Mandatory preferred convertible shares authorized (in shares)       2,300,000        
Mandatory preferred convertible shares outstanding (in shares)       0        
Redeemable convertible preferred stock, shares issued (in shares)       0       2,300,000
Convertible preferred stock, shares issued upon conversion (in shares) 4.4523              
Series B Convertible Preferred Stock                
Class of Stock [Line Items]                
Equity per share price (in usd per share) | $ / shares   $ 10,000            
Debt instrument conversion, conversion price per share (in usd per share) | $ / shares     $ 85          
Common stock , conversion, if volume weighted average price, percentage exceeds applicable conversion price     150.00%          
Debt instrument conversion, trading days | day     20          
Debt instrument conversion, consecutive trading days | day     30          
Default on payment obligation, cure period     30 days          
Default on payment obligation, dividend rate, quarterly increase, percentage     2.00%          
Preferred stock, accretion of redemption value, period     10 years          
Series B Convertible Preferred Stock | Minimum                
Class of Stock [Line Items]                
Preferred stock, default on payment obligation, dividend rate, percentage     8.00%          
Series B Convertible Preferred Stock | Maximum                
Class of Stock [Line Items]                
Preferred stock, default on payment obligation, dividend rate, percentage     14.00%          
Series B Convertible Preferred Stock | Private Placement                
Class of Stock [Line Items]                
Proceeds from common stock and preferred stock options exercised in full | $   $ 1,400            
Series B-1 Convertible Preferred Stock                
Class of Stock [Line Items]                
Mandatory preferred convertible shares outstanding (in shares)       75,000        
Redeemable convertible preferred stock, shares issued (in shares)       75,000        
Equity per share price (in usd per share) | $ / shares     $ 10,000          
Series B-1 Convertible Preferred Stock | Private Placement                
Class of Stock [Line Items]                
Shares issued and sold (in shares)     75,000          
Proceeds from common stock and preferred stock options exercised in full | $     $ 750          
Series B-2 Convertible Preferred Stock                
Class of Stock [Line Items]                
Mandatory preferred convertible shares outstanding (in shares)       140,000        
Redeemable convertible preferred stock, shares issued (in shares)       140,000        
Series B-2 Convertible Preferred Stock | Private Placement                
Class of Stock [Line Items]                
Shares issued and sold (in shares)   140,000            
Common Stock                
Class of Stock [Line Items]                
Preferred stock, shares converted (in shares) 10,240,290              
v3.24.3
Equity and Redeemable Preferred Stock - Schedule of Dividends Recognized (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Class of Stock [Line Items]    
Dividends $ 31,833 $ 30,173
Series B-1 Convertible Preferred Stock    
Class of Stock [Line Items]    
Dividends per share (in usd per share) $ 148 $ 140
Dividends $ 30,348 $ 28,874
Deemed dividends $ 1,485 $ 1,299
v3.24.3
Noncontrolling Interests - Additional Information (Details) - USD ($)
$ in Millions
Dec. 04, 2023
Oct. 10, 2023
Noncontrolling Interest [Line Items]    
Sale of shares to noncontrolling interests   $ 1,000
Silicon Carbide    
Noncontrolling Interest [Line Items]    
Non-controlling ownership interest percentage   75.00%
Denso Corporation | Silicon Carbide    
Noncontrolling Interest [Line Items]    
Equity investment, ownership percentage   12.50%
Mitsubishi Electric Corporation | Silicon Carbide    
Noncontrolling Interest [Line Items]    
Equity investment, ownership percentage   12.50%
Denso Corporation | Silicon Carbide    
Noncontrolling Interest [Line Items]    
Sale of stock, value of shares issued   $ 500
Denso Corporation | Silicon Carbide | Common Class A | Private Placement    
Noncontrolling Interest [Line Items]    
Shares issued and sold (in shares) 16,666,667  
Mitsubishi Electric Corporation | Silicon Carbide    
Noncontrolling Interest [Line Items]    
Sale of stock, value of shares issued   $ 500
Mitsubishi Electric Corporation | Silicon Carbide | Common Class A | Private Placement    
Noncontrolling Interest [Line Items]    
Shares issued and sold (in shares) 16,666,667  
v3.24.3
Noncontrolling Interests - Schedule of Noncontrolling Interests Activity (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Equity, Attributable to Noncontrolling Interest [Roll Forward]    
Balance-beginning of period $ 5,581,507 $ 4,987,551
Share of foreign currency translation adjustments 290,274 (107,903)
Net loss 24,861 (67,534)
Balance-end of period 5,871,994 4,831,986
NCI    
Equity, Attributable to Noncontrolling Interest [Roll Forward]    
Balance-beginning of period 371,392 0
Share of foreign currency translation adjustments 551  
Net loss (1,026)  
Balance-end of period 370,917 $ 0
NCI | Silicon Carbide    
Equity, Attributable to Noncontrolling Interest [Roll Forward]    
Balance-beginning of period 371,392  
Share of foreign currency translation adjustments 551  
Net loss (1,026)  
Balance-end of period $ 370,917  
v3.24.3
Earnings (Loss) Per Share - Schedule of Reconciliation of Basic and Diluted of Earnings (loss) Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Numerator    
Net earnings (loss) attributable to Coherent Corp. $ 25,887 $ (67,534)
Deduct Series B dividends and deemed dividends (31,833) (30,173)
Net Loss Available to the Common Shareholders (5,946) (97,707)
Diluted loss available to common shareholders $ (5,946) $ (97,707)
Diluted weighted average common shares (in shares) 153,626 150,328
Basic loss per common share (in usd per share) $ (0.04) $ (0.65)
Diluted loss per common share (in usd per share) $ (0.04) $ (0.65)
v3.24.3
Earnings (Loss) Per Share - Schedule of Potential Shares Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares
shares in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total anti-dilutive shares (in shares) 33,507 29,513
Common stock equivalents    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total anti-dilutive shares (in shares) 4,944 2,337
Series B Convertible Preferred Stock    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Total anti-dilutive shares (in shares) 28,563 27,176
v3.24.3
Segment Reporting - Additional Information (Details)
3 Months Ended
Sep. 30, 2024
segment
Segment Reporting [Abstract]  
Number of segments 3
v3.24.3
Segment Reporting - Schedule of Financial Information by Segment (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues $ 1,348,135 $ 1,053,083  
Share-based compensation (35,478) (44,524)  
Interest expense (66,644) (73,258)  
Other income, net (10,749) (6,269)  
Earnings (loss) before income taxes 19,303 (88,297)  
Expenditures for property, plant, and equipment 91,984 62,197  
Segment assets and reconciliation to total assets 14,699,300 13,521,298 $ 14,488,634
2023 Restructuring Plan      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Restructuring charges (24,000) (3,000)  
Networking      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 762,872 472,849  
Networking | 2023 Restructuring Plan      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Restructuring charges   2,000  
Materials      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 237,427 244,640  
Materials | 2023 Restructuring Plan      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Restructuring charges (24,000) (5,000)  
Lasers      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 347,836 335,594  
Operating Segments      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 1,348,135 1,053,083  
Segment profit 305,708 177,908  
Operating Segments | Networking      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 762,872 472,849  
Segment profit 140,276 67,193  
Expenditures for property, plant, and equipment 48,686 17,493  
Segment assets and reconciliation to total assets 3,495,881 3,200,796  
Operating Segments | Materials      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 237,427 244,640  
Segment profit 96,647 57,815  
Expenditures for property, plant, and equipment 33,796 40,512  
Segment assets and reconciliation to total assets 2,911,978 2,027,164  
Operating Segments | Lasers      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 347,836 335,594  
Segment profit 68,785 52,900  
Expenditures for property, plant, and equipment 9,502 4,192  
Segment assets and reconciliation to total assets 7,536,963 7,569,884  
Unallocated      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues (148,159) (101,268)  
Intersegment      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 0 0  
Intersegment | Networking      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 14,427 12,887  
Intersegment | Materials      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 132,168 87,742  
Intersegment | Lasers      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Revenues 1,564 639  
Unallocated Corporate items:      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Corporate and centralized function costs (73,102) (45,535)  
Share-based compensation (35,478) (44,524)  
Restructuring charges (24,364) (3,018)  
Integration, site consolidated and other costs (25,702) (33,074)  
Amortization of intangibles (71,862) (72,662)  
Start-up costs 0 (403)  
Interest expense (66,644) (73,258)  
Other income, net 10,749 6,269  
Earnings (loss) before income taxes 19,303 (88,297)  
Segment assets and reconciliation to total assets 754,478 723,454  
Consulting costs related to projects to integrate recent acquisitions 12,000 7,000  
Charges for products that are end-of-life 4,000 7,000  
Severance related to the retirement of executives 1,000 2,000  
Unallocated Corporate items: | 2023 Restructuring Plan      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]      
Manufacturing inefficiencies, employee severance and retention costs and duplicative labor $ 9,000 $ 17,000  
v3.24.3
Share-Based Compensation - Additional Information (Details) - shares
Oct. 11, 2024
Jun. 03, 2024
Aug. 28, 2023
Sep. 30, 2024
Nov. 30, 2023
Employee Stock Purchase Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Market price of common stock     85.00%    
Consecutive offering period     6 months    
Employee Stock Purchase Plan | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Employee stock purchase plan of payroll deductions     10.00%    
Employee Stock Purchase Plan | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Employee stock purchase plan of payroll deductions     15.00%    
Employee Stock Purchase Plan | Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Common stock authorized for issuance under the plan (in shares)         13,450,000
Employee Stock Purchase Plan | Coherent, Inc. Plan          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares granted (in shares)       0  
RSUs          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Units granted (in shares)   147,214      
Award vesting period   3 years      
RSUs | Share-Based Payment Arrangement, Tranche One | Subsequent Event          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Units granted (in shares) 15,902        
Award vesting period 3 years        
RSUs | Share-Based Payment Arrangement, Tranche Two | Subsequent Event          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Units granted (in shares) 63,154        
Award vesting period 2 years        
Performance Shares          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Units granted (in shares)   694,007      
Award vesting period   3 years      
Performance Shares | Subsequent Event          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Units granted (in shares) 118,853        
Award vesting period 3 years        
v3.24.3
Share-Based Compensation - Schedule of Expense by Award Type (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share based compensation expense $ 35,478 $ 44,524
Stock Options and Cash-Based Stock Appreciation Rights    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share based compensation expense 417 (1,057)
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 23,769 31,065
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 8,992 10,845
Employee Stock Purchase Plan    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Share based compensation expense $ 2,300 $ 3,671
v3.24.3
Fair Value of Financial Instruments - Additional Information (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 01, 2024
Aug. 31, 2024
Jun. 30, 2024
Mar. 20, 2023
Feb. 28, 2023
Jun. 30, 2022
Feb. 23, 2022
Nov. 24, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Derivative asset, statement of financial position Prepaid and other current assets       Prepaid and other current assets          
Restricted cash $ 763,000,000       $ 864,000,000          
Realized gains (losses) on derivatives 16,000,000 $ (11,000,000)                
Silicon Carbide                    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Restricted cash 757,000,000       858,000,000          
Other Entities                    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Restricted cash 5,000,000       5,000,000          
Interest Rate Swap                    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Notional amount             $ 825,000,000 $ 825,000,000   $ 1,075,000,000
Fixed interest rate           0.10%       1.52%
Floor interest rate           1.42%       0.00%
Derivative asset         8,000,000          
Interest Rate Cap                    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Notional amount     $ 1,500,000,000 $ 500,000,000            
Fixed interest rate                 0.853%  
Derivative asset $ 22,000,000       $ 50,000,000          
SOFR percentage of derivative                 1.92%  
Interest Rate Cap | Minimum                    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Notional amount                 $ 500,000,000  
Interest Rate Cap | Maximum                    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                    
Notional amount                 $ 1,500,000,000  
v3.24.3
Fair Value of Financial Instruments - Schedule of Fair Value and Carrying Value of Debt Facilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Fair Value | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities $ 969,220 $ 938,193
Fair Value | Term A Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 763,088 777,564
Fair Value | Term B Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 2,269,116 2,390,497
Carrying Value | Senior Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 984,301 984,061
Carrying Value | Term A Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities 757,107 762,039
Carrying Value | Term B Facility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Debt facilities $ 2,232,728 $ 2,334,701
v3.24.3
Accumulated Other Comprehensive Income (Loss) (Details)
$ in Thousands
3 Months Ended
Sep. 30, 2024
USD ($)
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period $ 5,581,507
Balance-end of period 5,871,994
Total Accumulated Other Comprehensive Income (Loss)  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period 2,640
Other comprehensive income (loss) before reclassifications 281,915
Amounts reclassified from AOCI (11,102)
Net current-period other comprehensive income (loss) 270,813
Balance-end of period 273,453
Foreign Currency Translation Adjustment  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period (26,092)
Other comprehensive income (loss) before reclassifications 289,723
Amounts reclassified from AOCI 0
Net current-period other comprehensive income (loss) 289,723
Balance-end of period 263,631
Interest Rate Swap/Interest Rate Cap | Interest Rate Swap  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period (3,401)
Other comprehensive income (loss) before reclassifications 9,060
Amounts reclassified from AOCI (5,659)
Net current-period other comprehensive income (loss) 3,401
Balance-end of period 0
Interest Rate Swap/Interest Rate Cap | Interest Rate Cap  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period 39,317
Other comprehensive income (loss) before reclassifications (16,713)
Amounts reclassified from AOCI (5,443)
Net current-period other comprehensive income (loss) (22,156)
Balance-end of period 17,161
Defined Benefit Pension Plan  
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]  
Balance-beginning of period (7,184)
Other comprehensive income (loss) before reclassifications (155)
Amounts reclassified from AOCI 0
Net current-period other comprehensive income (loss) (155)
Balance-end of period $ (7,339)
v3.24.3
Restructuring Plan - Additional Information (Details) - May 2023 Restructuring Plan - USD ($)
$ in Millions
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Restructuring Cost and Reserve [Line Items]    
Restructuring costs (recoveries) $ 24 $ 3
Materials    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs (recoveries) 24 5
Networking    
Restructuring Cost and Reserve [Line Items]    
Restructuring costs (recoveries)   $ (2)
Employee Severance    
Restructuring Cost and Reserve [Line Items]    
Restructuring accrual, current 14  
Restructuring accrual, noncurrent $ 30  
v3.24.3
Restructuring Plan - Schedule of Components and Restructuring Charges and Payments (Details) - USD ($)
$ in Thousands
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Restructuring Reserve [Roll Forward]    
Restructuring charges (recoveries) $ 18,352 $ 319
May 2023 Restructuring Plan    
Restructuring Reserve [Roll Forward]    
Beginning Balance 51,061 64,379
Restructuring charges (recoveries) 24,365 3,018
Payments (6,796) (7,930)
Asset write-offs and other (24,820) (968)
Ending Balance 43,810 58,499
May 2023 Restructuring Plan | Severance    
Restructuring Reserve [Roll Forward]    
Beginning Balance 51,061 64,379
Restructuring charges (recoveries) (455) 2,050
Payments (6,796) (7,930)
Asset write-offs and other 0 0
Ending Balance 43,810 58,499
May 2023 Restructuring Plan | Asset Write-Offs    
Restructuring Reserve [Roll Forward]    
Beginning Balance 0 0
Restructuring charges (recoveries) 15,970 269
Payments 0 0
Asset write-offs and other (15,970) (269)
Ending Balance 0 0
May 2023 Restructuring Plan | Other    
Restructuring Reserve [Roll Forward]    
Beginning Balance 0 0
Restructuring charges (recoveries) 8,850 699
Payments 0 0
Asset write-offs and other (8,850) (699)
Ending Balance $ 0 $ 0

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