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Coherent Acquisition (Tables)
3 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Fair Value of Consideration The preliminary total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000):
SharesPer ShareTotal Consideration
Cash paid for merger consideration$5,460,808 
Shares of COHR common stock issued to Legacy Coherent stockholders22,587,885$49.831,125,554 
Converted Legacy Coherent RSUs attributable to pre-combination service82,037 
Payment of Legacy Coherent debt364,544 
Payment of Legacy Coherent transaction expenses62,840 
$7,095,783 
Schedule of Preliminary Purchase Price Allocation of Assets Acquired and Liabilities Assumed
Our preliminary allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000):
Allocation as of 7/1/2022
Assets
Current Assets
Cash, cash equivalents, and restricted cash$393,324 
Accounts receivable270,928 
Inventories (i)497,345 
Prepaid and refundable income taxes8,869 
Prepaid and other current assets41,467 
Total Current Assets1,211,933 
Property, plant & equipment, net (ii)424,228 
Deferred income taxes1,115 
Other assets102,726 
Other intangible assets, net (iii)2,425,454 
Goodwill4,005,727 
Total Assets$8,171,183 
Liabilities
Current Liabilities
Current portion of long-term debt$4,504 
Accounts payable116,754 
Accrued compensation and benefits60,596 
Operating lease current liabilities13,002 
Accrued income taxes payable16,936 
Other accrued liabilities136,042 
Total Current Liabilities347,834 
Long-term debt22,991 
Deferred income taxes563,824 
Operating lease liabilities43,313 
Other liabilities97,438 
Total Liabilities$1,075,400 
Preliminary aggregate acquisition consideration$7,095,783 
(i) The condensed combined balance sheet has been adjusted to record Legacy Coherent’s inventories at a preliminary fair value of approximately $497 million, an increase of $91 million from the carrying value. The condensed combined statement of earnings (loss) for the three months ended September 30, 2022 has been adjusted to recognize additional cost of goods sold of approximately $45 million related to the increased basis. The additional costs will be amortized over the expected period during which the acquired inventory is sold and are not anticipated to affect the condensed combined statements of earnings (loss) beyond twelve months after the Closing Date.
(ii) The condensed combined balance sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a preliminary fair value of approximately $424 million, an increase of $128 million from the carrying value. The condensed combined statements of earnings (loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis.
(iii) Preliminary identifiable intangible assets in the unaudited condensed combined financial information consist of the following and are being amortized over their estimated useful lives in the condensed combined statements of earnings (loss) (in $000):
Preliminary
Fair Value
Estimated Useful Life
Trade names and trademarks$225,654 N/A
Customer relationships979,324 10 years
Developed technology1,220,476 8 years
Intangible assets acquired$2,425,454 
Unaudited Supplemental Pro Forma Financial Information The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000):
Three Months Ended September 30, 2022Three Months Ended September 30, 2021
Revenue$1,344,570 $1,186,785 
Net Earnings (Loss)79,770 (202,363)