Coherent Corp. (NYSE: COHR) (“Coherent,” “We,” or the “Company”), a
global leader in materials, networking, and lasers, announced
financial results today for its fiscal first quarter ended
September 30, 2024.
Revenue for the first quarter of fiscal 2025 was $1.35 billion,
with GAAP gross margin of 34.1% and GAAP net loss of $(0.04) per
diluted share. On a non-GAAP basis, gross margin was 37.7% with net
income per diluted share of $0.74.
Jim Anderson, CEO, said, “We delivered solid growth in the
September quarter on both a sequential and year-over-year basis,
driven primarily by our AI-related Datacom transceivers. We also
drove higher gross margin and operating margin. I continue to be
excited by the opportunity to unlock significant long-term
shareholder value.”
Sherri Luther, CFO, said, “I am pleased by our strong EPS
growth, cash generation and debt reduction in the first quarter.
Revenue growth and margin expansion drove strong sequential and
year-over-year increases in our GAAP and Non-GAAP EPS. We also paid
down $118 million of our outstanding debt.”
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Selected
First Quarter Financial Results and Comparisons (in millions,
except per share data) |
Table 1 |
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GAAP Financial Results (unaudited) |
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Q1 FY25 |
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Q4 FY24 |
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Q1 FY24 |
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Q/Q |
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Y/Y |
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|
|
|
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|
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Revenues |
|
$ |
1,348 |
|
|
$ |
1,314 |
|
|
$ |
1,053 |
|
|
|
2.6 |
% |
|
|
28.0 |
% |
|
Gross Margin
% |
|
|
34.1 |
% |
|
|
32.9 |
% |
|
|
29.1 |
% |
|
126 bps |
|
499 bps |
|
R&D Expense
% |
|
|
9.8 |
% |
|
|
9.6 |
% |
|
|
10.8 |
% |
|
12 bps |
|
(102) bps |
|
SG&A Expense
% |
|
|
17.0 |
% |
|
|
17.3 |
% |
|
|
20.1 |
% |
|
(36) bps |
|
(312) bps |
|
Operating
Expenses |
|
$ |
385 |
|
|
$ |
369 |
|
|
$ |
328 |
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|
|
4.4 |
% |
|
|
17.3 |
% |
|
Operating Income
(Loss)(1) |
|
$ |
75 |
|
|
$ |
63 |
|
|
$ |
(21 |
) |
|
|
19.0 |
% |
|
(453.1) |
|
Operating Margin
(Loss) |
|
|
5.6 |
% |
|
|
4.8 |
% |
|
(2.0)% |
|
77 bps |
|
760 bps |
|
Net Earnings (Loss)
Attributable to Coherent Corp. |
|
$ |
26 |
|
|
$ |
(48 |
) |
|
$ |
(68 |
) |
|
(153.4) |
|
(138.3) |
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Diluted Loss Per
Share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
|
$ |
0.48 |
|
$ |
0.61 |
|
(1) Operating Income (Loss) is defined as earnings (loss) before
income taxes, interest expense, and other expense or income,
net.
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Selected
First Quarter Financial Results and Comparisons (in millions,
except per share data) |
Table 1,
continued |
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Non-GAAP Financial Results
(unaudited)(1) |
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Q1 FY25 |
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Q4 FY24 |
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Q1 FY24 |
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Q/Q |
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Y/Y |
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Revenues |
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$ |
1,348 |
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|
$ |
1,314 |
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|
$ |
1,053 |
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2.6 |
% |
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28.0 |
% |
|
Gross Margin
% |
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|
37.7 |
% |
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37.2 |
% |
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34.8 |
% |
|
49 bps |
|
293 bps |
|
R&D Expense
% |
|
|
9.2 |
% |
|
|
9.0 |
% |
|
|
9.8 |
% |
|
27 bps |
|
(57) bps |
|
SG&A Expense
% |
|
|
11.3 |
% |
|
|
11.3 |
% |
|
|
12.4 |
% |
|
(4) bps |
|
(117) bps |
|
Operating
Expenses |
|
$ |
276 |
|
|
$ |
266 |
|
|
$ |
234 |
|
|
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3.7 |
% |
|
|
18.0 |
% |
|
Operating
Income |
|
$ |
233 |
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$ |
223 |
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$ |
132 |
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4.2 |
% |
|
|
75.7 |
% |
|
Operating
Margin |
|
|
17.3 |
% |
|
|
17.0 |
% |
|
|
12.6 |
% |
|
27 bps |
|
468 bps |
|
Net Earnings
Attributable to Coherent Corp. |
|
$ |
150 |
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$ |
127 |
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$ |
55 |
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|
|
18.2 |
% |
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|
172.2 |
% |
|
Diluted Earnings Per
Share |
|
$ |
0.74 |
|
|
$ |
0.61 |
|
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$ |
0.16 |
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$ |
0.13 |
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$ |
0.58 |
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(1) The Company has disclosed financial
measurements in earnings release that present financial information
considered to be non-GAAP financial measures. These measurements
are not a substitute for GAAP measurements, although the Company's
management uses these measurements as an aid in monitoring the
Company's on-going financial performance. The non-GAAP net earnings
attributable to Coherent Corp., the non-GAAP diluted earnings per
share, the non-GAAP operating income, the non-GAAP gross margin,
the non-GAAP research and development, the non-GAAP selling,
general and administration, the non-GAAP operating expenses, the
non-GAAP interest and other (income) expense, and the non-GAAP
income tax (benefit), measure earnings and operating income (loss),
respectively, excluding non-recurring or unusual items that are
considered by management to be outside the Company’s standard
operation and excluding certain non-cash items. EBITDA is an
adjusted non-GAAP financial measurement that is considered by
management to be useful in measuring the profitability between
companies within the industry by reflecting operating results of
the Company excluding non-operating factors. There are limitations
associated with the use of non-GAAP financial measures, including
that such measures may not be entirely comparable to similarly
titled measures used by other companies, due to potential
differences among calculation methodologies. Thus, there can be no
assurance whether (i) items excluded from the non-GAAP financial
measures will occur in the future or (ii) there will be cash costs
associated with items excluded from the non-GAAP financial
measures. The Company compensates for these limitations by using
these non-GAAP financial measures as supplements to GAAP financial
measures and by providing the reconciliations of the non-GAAP
financial measures to their most comparable GAAP financial
measures. Investors should consider adjusted measures in addition
to, and not as a substitute for, or superior to, financial
performance measures prepared in accordance with GAAP. All non-GAAP
amounts exclude certain adjustments for share-based compensation,
acquired intangible amortization expense, restructuring charges
(recoveries), integration and site consolidation expenses,
integration transaction expenses, start-up costs related to the
start-up of new devices for new customer applications, and various
one-time adjustments. See Table 6 for the Reconciliation of GAAP
measures to non-GAAP measures.
Product Highlights First Quarter Fiscal
2025
- Lasers for silicon
photonics: We announced a family of high-efficiency lasers
to power 1.6T optical transceivers based on silicon photonics.
- Datacom transceiver
multi-technology demonstration: At the European Conference
on Optical Communications (ECOC’ 24) we demonstrated optical
transceivers showcasing our differential EML and silicon photonics
platforms
- ECOC’24 award for Data
Center Innovation: Our Optical Circuit Switch (OCS) won
the Best Product award.
- Launched industry’s
first high optical output power L-band 800G ZR/ZR+
coherent transceiver.
- New industrial fiber laser: We announced our
EDGE fiber laser series, a culmination of innovations to redefine
value with best-in-class performance.
Business Outlook – Second Quarter Fiscal
2025
- Revenue for the second quarter of fiscal 2025 is expected to be
between $1.33 billion and $1.41 billion.
- Gross margin percentage for the second quarter of fiscal 2025
is expected to be between 36% and 38% on a non-GAAP basis.
- Total operating expenses for the second quarter of fiscal 2025
are expected to be between $275 million and $295 million on a
non-GAAP basis.
- Tax rate for the second quarter of fiscal 2025 is expected to
be between 19% and 22% on a non-GAAP basis.
- EPS for the second quarter of fiscal 2025 is expected to be
between $0.61 and $0.77 on a non-GAAP basis.
Investor Conference Call / Webcast Details
Coherent will review the Company’s financial results for its
first quarter of fiscal 2025 and business outlook on Wednesday,
November 6, at 5:00 p.m. ET. A live webcast of the conference call
will be available on the Investor Relations section of the
Company’s website at coherent.com/company/investor-relations. The
Company’s financial guidance will be limited to the comments on its
public quarterly earnings call and the public business outlook
statements contained in this press release.
The conference call will be recorded, and a replay will be
available to interested parties who are unable to attend the live
webcast starting on or about November 7, 2024.
Additional Information and Where to Find It
In connection with the conference call described above, the
Company intends to post an investor presentation on the Company’s
website at
coherent.com/company/investor-relations/investor-presentations
after market close on November 6, 2024. We also from time to time
may post important information for investors on our website at
coherent.com/company/investor-relations. We intend to use our
website as a means of disclosing material, non-public information
and for complying with our disclosure obligations under Regulation
FD. Accordingly, investors should review the Investor Relations
page of our website referenced above, in addition to following the
Company’s press releases, SEC filings, and public conference calls,
presentations, and webcasts. Investors and security holders are
able to obtain free copies of these documents through the Company’s
website referenced above. Copies of the documents filed by the
Company with the SEC may be obtained free of charge on the
Company’s website at
coherent.com/company/investor-relations/sec-filings. The
information contained on, or that may be accessed through, the
Company’s website is not incorporated by reference into, and is not
part of, this release.
Forward-Looking Statements
This press release contains statements, estimates and
projections that constitute “forward-looking statements” as defined
under U.S. federal securities laws – including statements about our
ability to unlock significant long-term shareholder value and our
estimates and projections for our business outlook for the second
quarter of fiscal 2025, each of which is made pursuant to the safe
harbor provisions of the U.S. Private Securities Litigation Reform
Act of 1995 and relate to the Company’s performance on a
going-forward basis. The forward-looking statements contained
herein are subject to certain risks and uncertainties that could
cause the Company’s actual results to differ materially from its
historical experience and our present expectations or
projections.
The Company believes that all forward-looking statements made by
it herein have a reasonable basis, but 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 herein include but are not limited to: (i) the failure
of any one or more of the assumptions stated herein to prove to be
correct; (ii) the risks relating to forward-looking statements and
other “Risk Factors” identified from time to time in our filings
with the Securities and Exchange Commission (“SEC”), including our
Annual Report on Form 10-K for the year ended June 30, 2024, and
subsequently filed Quarterly Reports on Form 10-Q, which filings
are available from the SEC; (iii) the substantial indebtedness the
Company incurred in connection with its acquisition of Coherent,
Inc. (the “Transaction”), the need to generate sufficient cash
flows to service and repay such debt, and the Company’s ability to
generate sufficient funds to meet its anticipated debt reduction
goals; (iv) the possibility that the Company may not be able to
continue its integration progress and/or take other restructuring
actions, or otherwise be able to achieve expected synergies,
operating efficiencies including greater scale, focus, resiliency,
and lower operating costs, and other benefits within the expected
time frames or at all and ultimately to successfully fully
integrate the operations of Coherent with those of the Company; (v)
the possibility that such integration and/or the restructuring
actions may be more difficult, time-consuming, or costly than
expected or that operating costs and business disruption
(including, without limitation, disruptions in relationships with
employees, customers, or suppliers) may be greater than expected in
connection with the Transaction and/or the restructuring actions;
(vi) any unexpected costs, charges, or expenses resulting from the
Transaction and/or the restructuring actions; (vii) the risk that
disruption from the Transaction and/or the restructuring actions
materially and adversely affects the respective businesses and
operations of the Company and Coherent, Inc.; (viii) potential
adverse reactions or changes to business relationships resulting
from the completion of the Transaction and/or the restructuring
actions; (ix) the ability of the Company to retain and hire key
employees; (x) the purchasing patterns of customers and end users;
(xi) the timely release of new products and acceptance of such new
products by the market; (xii) the introduction of new products by
competitors and other competitive responses; (xiii) the Company’s
ability to assimilate other recently acquired businesses, and
realize synergies, cost savings, and opportunities for growth in
connection therewith, together with the risks, costs, and
uncertainties associated with such acquisitions; (xiv) the
Company’s ability to devise and execute strategies to respond to
market conditions; (xv) the risks to realizing the benefits of
investments in R&D and commercialization of innovations; (xvi)
the risks that the Company’s stock price will not trade in line
with industrial technology leaders; and/or (xvii) the risks of
business and economic disruption related to worldwide health
epidemics or outbreaks that may arise. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. 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.
About Coherent
Coherent empowers market innovators to define the future through
breakthrough technologies, from materials to systems. We deliver
innovations that resonate with our customers in diversified
applications for the industrial, communications, electronics, and
instrumentation markets. Coherent has research and development,
manufacturing, sales, service, and distribution facilities
worldwide. For more information, please visit us at
coherent.com.
Contact:
Paul SilversteinSenior VP, Investor Relations & Corporate
Communicationsinvestor.relations@coherent.com
Table 2 |
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Coherent Corp. and
Subsidiaries |
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Condensed Consolidated
Statements of Earnings (Loss)* |
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|
|
THREE MONTHS ENDED |
|
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
$ Millions, except per share
amounts (unaudited) |
|
2024 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,348.1 |
|
|
$ |
1,314.4 |
|
|
$ |
1,053.1 |
|
|
|
|
|
|
|
|
Costs, Expenses &
Other Expense (Income) |
|
|
|
|
|
|
Cost of goods sold |
|
|
888.0 |
|
|
|
882.4 |
|
|
|
746.2 |
|
Research and development |
|
|
131.6 |
|
|
|
126.7 |
|
|
|
113.5 |
|
Selling, general and administrative |
|
|
229.0 |
|
|
|
228.0 |
|
|
|
211.7 |
|
Restructuring charges |
|
|
24.4 |
|
|
|
14.1 |
|
|
|
3.0 |
|
Interest expense |
|
|
66.6 |
|
|
|
67.8 |
|
|
|
73.3 |
|
Other expense (income), net |
|
|
(10.7 |
) |
|
|
(14.5 |
) |
|
|
(6.3 |
) |
Total Costs, Expenses,
& Other Expense |
|
|
1,328.8 |
|
|
|
1,304.5 |
|
|
|
1,141.4 |
|
|
|
|
|
|
|
|
Earnings (Loss) Before
Income Taxes |
|
|
19.3 |
|
|
|
9.9 |
|
|
|
(88.3 |
) |
|
|
|
|
|
|
|
Income
Taxes |
|
|
(5.6 |
) |
|
|
56.9 |
|
|
|
(20.8 |
) |
|
|
|
|
|
|
|
Net Earnings
(Loss) |
|
|
24.9 |
|
|
|
(47.0 |
) |
|
|
(67.5 |
) |
Net Earnings (Loss)
Attributable to Noncontrolling Interests |
|
|
(1.0 |
) |
|
|
1.4 |
|
|
|
— |
|
Net Earnings (Loss)
Attributable to Coherent Corp. |
|
$ |
25.9 |
|
|
$ |
(48.4 |
) |
|
$ |
(67.5 |
) |
|
|
|
|
|
|
|
Less: Dividends on
Preferred Stock |
|
|
31.8 |
|
|
|
31.4 |
|
|
|
30.2 |
|
Net Loss Available to
the Common Shareholders |
|
$ |
(5.9 |
) |
|
$ |
(79.9 |
) |
|
$ |
(97.7 |
) |
|
|
|
|
|
|
|
Basic Loss Per
Share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
|
Diluted Loss Per
Share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
|
Average Shares
Outstanding - Basic |
|
|
153.6 |
|
|
|
152.6 |
|
|
|
150.3 |
|
Average Shares
Outstanding - Diluted |
|
|
153.6 |
|
|
|
152.6 |
|
|
|
150.3 |
|
|
|
|
|
|
|
|
*Amounts may not recalculate due to rounding. |
|
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|
|
|
|
Table 3 |
|
|
Coherent Corp. and
Subsidiaries |
|
|
Condensed Consolidated
Balance Sheets* |
|
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|
|
|
|
September 30 3030, |
|
June 30, |
$ Millions (unaudited) |
|
2024 |
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
1,019.6 |
|
$ |
926.0 |
|
Restricted cash, current |
|
|
51.4 |
|
|
174.0 |
|
Accounts receivable |
|
|
819.7 |
|
|
848.5 |
|
Inventories |
|
|
1,386.1 |
|
|
1,286.4 |
|
Prepaid and refundable income taxes |
|
|
25.2 |
|
|
26.9 |
|
Prepaid and other current assets |
|
|
328.1 |
|
|
398.2 |
|
Total Current
Assets |
|
|
3,630.3 |
|
|
3,660.1 |
|
Property, plant & equipment, net |
|
|
1,875.3 |
|
|
1,817.3 |
|
Goodwill |
|
|
4,595.6 |
|
|
4,464.3 |
|
Other intangible assets, net |
|
|
3,514.7 |
|
|
3,503.2 |
|
Deferred income taxes |
|
|
53.6 |
|
|
41.0 |
|
Restricted cash, non-current |
|
|
711.4 |
|
|
689.6 |
|
Other assets |
|
|
318.4 |
|
|
313.1 |
|
Total
Assets |
|
$ |
14,699.3 |
|
$ |
14,488.6 |
|
|
|
|
|
|
Liabilities, Mezzanine
Equity and Equity |
|
|
|
|
Current Liabilities |
|
|
|
|
Current portion of long-term debt |
|
$ |
69.9 |
|
$ |
73.8 |
|
Accounts payable |
|
|
689.7 |
|
|
631.5 |
|
Operating lease current liabilities |
|
|
41.9 |
|
|
40.6 |
|
Accruals and other current liabilities |
|
|
556.5 |
|
|
597.9 |
|
Total Current Liabilities |
|
|
1,358.0 |
|
|
1,343.8 |
|
Long-term debt |
|
|
3,918.8 |
|
|
4,026.4 |
|
Deferred income taxes |
|
|
751.1 |
|
|
784.4 |
|
Operating lease liabilities |
|
|
176.4 |
|
|
162.4 |
|
Other liabilities |
|
|
226.3 |
|
|
225.4 |
|
Total Liabilities |
|
|
6,430.7 |
|
|
6,542.4 |
|
Total Mezzanine Equity |
|
|
2,396.6 |
|
|
2,364.8 |
|
Total Coherent Corp. Shareholders' Equity |
|
|
5,501.1 |
|
|
5,210.1 |
|
Noncontrolling interests |
|
|
370.9 |
|
|
371.4 |
|
Total Equity |
|
|
5,872.0 |
|
|
5,581.5 |
|
Total Liabilities,
Mezzanine Equity and Equity |
|
$ |
14,699.3 |
|
$ |
14,488.6 |
|
|
|
|
|
|
*Amounts may not recalculate due to rounding. |
|
|
|
|
Table 4 |
|
|
Coherent Corp. and
Subsidiaries |
|
|
Condensed Consolidated
Statements of Cash Flows* |
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
Sep 30, |
|
Sep 30, |
$ Millions (unaudited) |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from
Operating Activities |
|
|
|
|
Net cash provided by operating activities |
|
$ |
153.0 |
|
|
$ |
198.8 |
|
|
|
|
|
|
Cash Flows from
Investing Activities |
|
|
|
|
Additions to property, plant & equipment |
|
|
(92.0 |
) |
|
|
(62.2 |
) |
Proceeds from the sale of business |
|
|
27.0 |
|
|
|
— |
|
Other investing activities |
|
|
(0.8 |
) |
|
|
(2.0 |
) |
Net cash used in investing activities |
|
|
(65.7 |
) |
|
|
(64.2 |
) |
|
|
|
|
|
Cash Flows from
Financing Activities |
|
|
|
|
Payments on existing debt |
|
|
(117.9 |
) |
|
|
(18.7 |
) |
Proceeds from exercises of stock options and purchases under
employee stock purchase plan |
|
|
24.4 |
|
|
|
14.9 |
|
Payments in satisfaction of employees' minimum tax obligations |
|
|
(32.0 |
) |
|
|
(13.9 |
) |
Other financing activities |
|
|
(0.2 |
) |
|
|
(0.3 |
) |
Net cash used in financing activities |
|
|
(125.7 |
) |
|
|
(17.9 |
) |
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
31.2 |
|
|
|
(9.5 |
) |
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
(7.2 |
) |
|
|
107.3 |
|
|
|
|
|
|
Cash, Cash Equivalents, and Restricted Cash at Beginning of
Period |
|
|
1,789.7 |
|
|
|
837.6 |
|
|
|
|
|
|
Cash, Cash Equivalents, and Restricted Cash at End of
Period |
|
$ |
1,782.5 |
|
|
$ |
944.9 |
|
|
|
|
|
|
*Amounts may not recalculate due to rounding. |
|
|
|
|
Table 5 |
|
|
|
Segment
Revenues* |
|
|
|
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
|
|
|
$ Millions, except
percentage amounts (unaudited) |
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
|
|
2024 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
Networking |
|
$ |
762.9 |
|
$ |
679.8 |
|
$ |
472.9 |
|
Materials |
|
|
237.4 |
|
|
279.3 |
|
|
244.6 |
|
Lasers |
|
|
347.8 |
|
|
355.3 |
|
|
335.6 |
|
Consolidated |
|
$ |
1,348.1 |
|
$ |
1,314.4 |
|
$ |
1,053.1 |
|
|
|
|
|
|
|
|
|
*Amounts may not recalculate due to
rounding.
Table 6 |
|
|
|
Reconciliation of GAAP Measures to Non-GAAP
Measures* |
|
|
|
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
|
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
|
$ Millions, except per share amounts (unaudited) |
|
2024 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin on GAAP basis |
|
$ |
460.1 |
|
|
$ |
432.0 |
|
|
$ |
306.9 |
|
|
Share-based compensation |
|
|
5.7 |
|
|
|
5.0 |
|
|
|
7.4 |
|
|
Amortization of acquired intangibles |
|
|
30.4 |
|
|
|
30.4 |
|
|
|
30.8 |
|
|
Integration, site consolidation and other(1) |
|
|
12.4 |
|
|
|
22.0 |
|
|
|
21.3 |
|
|
Gross margin on non-GAAP basis |
|
$ |
508.6 |
|
|
$ |
489.4 |
|
|
$ |
366.4 |
|
|
|
|
|
|
|
|
|
|
Research and development on GAAP basis |
|
$ |
131.6 |
|
|
$ |
126.7 |
|
|
$ |
113.5 |
|
|
Share-based compensation |
|
|
(5.3 |
) |
|
|
(5.2 |
) |
|
|
(8.0 |
) |
|
Amortization of acquired intangibles |
|
|
(0.7 |
) |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
|
Start-up costs(2) |
|
|
— |
|
|
|
— |
|
|
|
(0.4 |
) |
|
Integration, site consolidation and other(1) |
|
|
(1.3 |
) |
|
|
(3.2 |
) |
|
|
(1.4 |
) |
|
Research and development on non-GAAP basis |
|
$ |
124.3 |
|
— |
$ |
117.7 |
|
|
$ |
103.1 |
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative on GAAP
basis |
|
$ |
229.0 |
|
|
$ |
228.0 |
|
|
$ |
211.7 |
|
|
Share-based compensation |
|
|
(24.5 |
) |
|
|
(18.5 |
) |
|
|
(29.1 |
) |
|
Amortization of acquired intangibles |
|
|
(40.8 |
) |
|
|
(40.7 |
) |
|
|
(41.3 |
) |
|
Integration, site consolidation and other(1) |
|
|
(11.9 |
) |
|
|
(20.3 |
) |
|
|
(10.4 |
) |
|
Selling, general and administrative on non-GAAP
basis |
|
$ |
151.8 |
|
|
$ |
148.5 |
|
|
$ |
130.9 |
|
|
|
|
|
|
|
|
|
|
Restructuring charges on GAAP basis |
|
$ |
24.4 |
|
|
$ |
14.1 |
|
|
$ |
3.0 |
|
|
Restructuring charges(3) |
|
|
(24.4 |
) |
|
|
(14.1 |
) |
|
|
(3.0 |
) |
|
Restructuring charges on non-GAAP basis |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Operating income (loss) on GAAP basis |
|
$ |
75.2 |
|
|
$ |
63.2 |
|
|
$ |
(21.3 |
) |
|
Share-based compensation |
|
|
35.5 |
|
|
|
28.7 |
|
|
|
44.5 |
|
|
Amortization of acquired intangibles |
|
|
71.9 |
|
|
|
71.7 |
|
|
|
72.7 |
|
|
Start-up costs(2) |
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
Restructuring charges(3) |
|
|
24.4 |
|
|
|
14.1 |
|
|
|
3.0 |
|
|
Integration, site consolidation and other(1) |
|
|
25.6 |
|
|
|
45.5 |
|
|
|
33.1 |
|
|
Operating income on non-GAAP basis |
|
$ |
232.6 |
|
|
$ |
223.2 |
|
|
$ |
132.4 |
|
|
|
|
|
|
|
|
|
|
Table 6 |
|
|
Reconciliation of GAAP
Measures to Non-GAAP Measures* |
|
|
(Continued) |
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
$ Millions, except per share
amounts (unaudited) |
|
2024 |
|
2024 |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other (income) expense, net on GAAP
basis |
|
$ |
55.9 |
|
|
$ |
53.3 |
|
|
$ |
67.0 |
|
Foreign currency exchange gains (losses), net |
|
|
(9.8 |
) |
|
|
(0.9 |
) |
|
|
0.7 |
|
Transaction fees and financing(4) |
|
|
— |
|
|
|
(2.0 |
) |
|
|
— |
|
Interest and other
(income) expense, net on non-GAAP basis |
|
$ |
46.1 |
|
|
$ |
50.4 |
|
|
$ |
67.7 |
|
|
|
|
|
|
|
|
Income taxes on GAAP
basis |
|
$ |
(5.6 |
) |
|
$ |
56.9 |
|
|
$ |
(20.8 |
) |
Tax impact of non-GAAP measures |
|
|
31.9 |
|
|
|
33.8 |
|
|
|
30.5 |
|
Tax windfall from share-based compensation(5) |
|
|
10.9 |
|
|
|
— |
|
|
|
— |
|
Tax impact of valuation allowance for deferred tax assets(6) |
|
|
0.6 |
|
|
|
(46.0 |
) |
|
|
— |
|
Income taxes on
non-GAAP basis |
|
$ |
37.8 |
|
|
$ |
44.7 |
|
|
$ |
9.7 |
|
|
|
|
|
|
|
|
Net earnings (loss)
attributable to Coherent Corp. on GAAP basis |
|
$ |
25.9 |
|
|
$ |
(48.4 |
) |
|
$ |
(67.5 |
) |
Share-based compensation |
|
|
35.5 |
|
|
|
28.7 |
|
|
|
44.5 |
|
Amortization of acquired intangibles |
|
|
71.9 |
|
|
|
71.7 |
|
|
|
72.7 |
|
Foreign currency exchange (gains) losses |
|
|
9.8 |
|
|
|
0.9 |
|
|
|
(0.7 |
) |
Restructuring charges(3) |
|
|
24.4 |
|
|
|
14.2 |
|
|
|
3.0 |
|
Integration, site consolidation and other(1) |
|
|
25.6 |
|
|
|
45.5 |
|
|
|
33.1 |
|
Transaction fees and financing(4) |
|
|
— |
|
|
|
2.0 |
|
|
|
— |
|
Start-up costs(2) |
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
Tax impact of non-GAAP measures |
|
|
(31.9 |
) |
|
|
(33.8 |
) |
|
|
(30.5 |
) |
Tax windfall from share-based compensation(5) |
|
|
(10.9 |
) |
|
|
— |
|
|
|
— |
|
Tax impact of valuation allowance for deferred tax assets(6) |
|
|
(0.6 |
) |
|
|
46.0 |
|
|
|
— |
|
Net earnings
attributable to Coherent Corp. on non-GAAP basis |
|
$ |
149.7 |
|
|
$ |
126.6 |
|
|
$ |
55.0 |
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
Net loss on GAAP
basis |
|
|
|
|
|
|
Basic Loss Per Share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
Diluted Loss Per Share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
|
Net earnings on
non-GAAP basis |
|
|
|
|
|
|
Basic Earnings Per Share |
|
$ |
0.77 |
|
|
$ |
0.62 |
|
|
$ |
0.16 |
|
Diluted Earnings Per Share |
|
$ |
0.74 |
|
|
$ |
0.61 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
|
*Amounts may not recalculate due to rounding.
(1) Integration, site consolidation and other costs include
retention and severance payments, expenses not included in
restructuring charges related to site closures as well as other
integration costs related to the acquisition of Coherent, Inc.
Refer to table 7 for a more detailed description of these costs on
a consolidated basis.(2) Start-up costs in operating expenses were
related to the start-up of new devices for new customer
applications.(3) Restructuring charges include loss on sale of a
facility, severance, non-cash impairment charges for production
assets and improvements on leased facilities and other costs
related to the 2023 Restructuring Plan.(4) Transaction fees and
financing includes debt extinguishment costs and various fees
related to closing the Coherent transaction. (5) Windfall tax
benefits were recorded on the vesting of share-based
compensation.(6) Valuation allowance adjustments were related to an
increase (decrease) in valuation allowance related to certain
deferred tax assets resulting from the Company’s cumulative GAAP
net loss that is not recognized for non-GAAP purposes given the
historical non-GAAP net earnings.
Table 7 |
|
|
|
Components of
Integration, Site Consolidation and Other Costs Excluded from
Non-GAAP Operating Income* |
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
|
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
|
$ Millions (unaudited) |
|
|
2024 |
|
|
|
2024 |
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integration, site
consolidation and other costs |
|
|
|
|
|
|
|
Consulting costs related to projects to integrate recent
acquisitions into common technology systems and simplify legal
entity structure |
|
$ |
11.4 |
|
|
$ |
6.5 |
|
$ |
6.6 |
|
Manufacturing inefficiencies related to sites being shut down as
part of our 2023 Restructuring Plan or Synergy and Site
Consolidation Plan |
|
|
6.7 |
|
|
|
10.3 |
|
|
9.8 |
|
Charges for products that are end-of-life, including inventory,
production equipment to produce those products |
|
|
4.4 |
|
|
|
4.9 |
|
|
6.5 |
|
Overlapping labor and travel for consolidation of sites |
|
|
3.8 |
|
|
|
6.4 |
|
|
2.8 |
|
Employee severance and retention costs for site consolidations as
part of our Synergy and Site Consolidation Plan or other
actions |
|
|
(1.3 |
) |
|
|
4.2 |
|
|
3.5 |
|
Severance costs related to the retirement of our
CEO/CFO/President |
|
|
0.6 |
|
|
|
13.2 |
|
|
1.7 |
|
Accelerated depreciation for equipment and leasehold improvements
at sites included in our Synergy and Site Consolidation Plan |
|
|
— |
|
|
|
— |
|
|
1.9 |
|
Direct damages from substation power failure/fire at manufacturing
sites |
|
|
— |
|
|
|
— |
|
|
0.3 |
|
Integration, site
consolidation and other costs |
|
$ |
25.6 |
|
|
$ |
45.5 |
|
$ |
33.1 |
|
|
|
|
|
|
|
|
|
Table 8 |
|
|
|
Reconciliation of GAAP Net Earnings (Loss), EBITDA and
Adjusted EBITDA * |
|
|
|
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
$ Millions, except
percentage amounts (unaudited) |
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
|
|
|
2024 |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) on
GAAP basis |
|
$ |
24.9 |
|
|
$ |
(47.0 |
) |
|
$ |
(67.5 |
) |
|
Income taxes |
|
|
(5.6 |
) |
|
|
56.9 |
|
|
|
(20.8 |
) |
|
Depreciation and amortization |
|
|
137.7 |
|
|
|
143.7 |
|
|
|
138.4 |
|
|
Interest expense |
|
|
66.6 |
|
|
|
67.8 |
|
|
|
73.3 |
|
|
Interest income |
|
|
(12.8 |
) |
|
|
(13.1 |
) |
|
|
(3.7 |
) |
|
EBITDA(1) |
|
$ |
210.8 |
|
|
$ |
208.3 |
|
|
$ |
119.7 |
|
|
EBITDA margin |
|
|
15.6 |
% |
|
|
15.8 |
% |
|
|
11.4 |
% |
|
|
|
|
|
|
|
|
|
Share-based compensation |
|
|
35.5 |
|
|
|
28.7 |
|
|
|
44.5 |
|
|
Foreign currency exchange (gains) losses |
|
|
9.8 |
|
|
|
0.9 |
|
|
|
(0.7 |
) |
|
Start-up costs(3) |
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
Restructuring charges(4) |
|
|
24.4 |
|
|
|
14.2 |
|
|
|
3.0 |
|
|
Transaction fees and financing(5) |
|
|
— |
|
|
|
2.0 |
|
|
|
— |
|
|
Integration, site consolidation and other(6) |
|
|
25.6 |
|
|
|
45.5 |
|
|
|
33.1 |
|
|
Adjusted
EBITDA(2) |
|
|
306.1 |
|
|
|
299.5 |
|
|
|
200.0 |
|
|
Less: adjusted EBITDA attributable to noncontrolling interests |
|
|
0.6 |
|
|
|
(1.9 |
) |
|
|
— |
|
|
Adjusted EBITDA
attributable to Coherent Corp. |
|
$ |
306.7 |
|
|
$ |
297.6 |
|
|
$ |
200.0 |
|
|
Adjusted EBITDA margin attributable to Coherent Corp. |
|
|
22.8 |
% |
|
|
22.6 |
% |
|
|
19.0 |
% |
|
|
|
|
|
|
|
|
|
*Amounts may not recalculate due to
rounding.
(1) EBITDA is defined as earnings before
interest expense, interest income, income taxes, depreciation and
amortization.(2) Adjusted EBITDA excludes non-GAAP adjustments for
share-based compensation, certain restructuring, integration, and
transaction expenses, debt extinguishment charges, start-up costs,
and the impact of foreign currency exchange gains and losses.(3)
Start-up costs in operating expenses were related to the start-up
of new devices for new customer applications.(4) Restructuring
charges include loss on sale of a facility, severance, non-cash
impairment charges for production assets and improvements on leased
facilities and other costs related to the 2023 Restructuring
Plan.(5) Transaction fees and financing includes debt
extinguishment costs and various fees related to closing the
Coherent transaction.(6) Integration, site consolidation and other
costs include retention and severance payments, expenses not
included in restructuring charges related to site closures as well
as other integration costs related to the acquisition of Coherent,
Inc. Refer to table 7 for a more detailed description of these
costs on a consolidated basis.
Table 9 |
|
|
|
GAAP
Earnings (Loss) Per Share Calculation* |
|
|
|
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
$ Millions, except
per share amounts (unaudited) |
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
|
|
|
2024 |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
Net loss attributable to Coherent Corp. |
|
$ |
25.9 |
|
|
$ |
(48.4 |
) |
|
$ |
(67.5 |
) |
|
Deduct Series B redeemable preferred dividends |
|
|
(31.8 |
) |
|
|
(31.4 |
) |
|
|
(30.2 |
) |
|
Basic loss available
to common shareholders |
|
$ |
(5.9 |
) |
|
$ |
(79.9 |
) |
|
$ |
(97.7 |
) |
|
|
|
|
|
|
|
|
|
Diluted loss available
to common shareholders |
|
$ |
(5.9 |
) |
|
$ |
(79.9 |
) |
|
$ |
(97.7 |
) |
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
Diluted weighted
average common shares |
|
|
153.6 |
|
|
|
152.6 |
|
|
|
150.3 |
|
|
|
|
|
|
|
|
|
|
Basic loss per common
share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
|
|
|
Diluted loss per
common share |
|
$ |
(0.04 |
) |
|
$ |
(0.52 |
) |
|
$ |
(0.65 |
) |
|
|
|
|
|
|
|
|
|
*Amounts may not recalculate due to rounding.
Table 10 |
|
|
|
Non-GAAP Earnings Per
Share Calculation* |
|
|
|
|
|
THREE MONTHS ENDED |
|
|
|
|
|
|
|
|
|
$ Millions, except
per share amounts (unaudited) |
|
Sep 30, |
|
Jun 30, |
|
Sep 30, |
|
|
|
2024 |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator |
|
|
|
|
|
|
|
Net earnings attributable to Coherent Corp. on non-GAAP basis |
|
$ |
149.7 |
|
|
$ |
126.6 |
|
|
$ |
55.0 |
|
|
Deduct Series B redeemable preferred dividends |
|
|
(31.8 |
) |
|
|
(31.4 |
) |
|
|
(30.2 |
) |
|
Basic earnings
available to common shareholders |
|
$ |
117.9 |
|
|
$ |
95.2 |
|
|
$ |
24.8 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings
available to common shareholders |
|
$ |
117.9 |
|
|
$ |
95.2 |
|
|
$ |
24.8 |
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
Weighted average shares |
|
|
153.6 |
|
|
|
152.6 |
|
|
|
150.3 |
|
|
Effect of dilutive
securities: |
|
|
|
|
|
|
|
Common stock equivalents |
|
|
4.9 |
|
|
|
3.8 |
|
|
|
1.9 |
|
|
Diluted weighted
average common shares |
|
|
158.6 |
|
|
|
156.3 |
|
|
|
152.2 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per
common share on non-GAAP basis |
|
$ |
0.77 |
|
|
$ |
0.62 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per
common share on non-GAAP basis |
|
$ |
0.74 |
|
|
$ |
0.61 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
|
|
|
*Amounts may not recalculate due to rounding.
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