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Coherent Acquisition (Tables)
12 Months Ended
Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Fair Value of Consideration Paid for Acquisition The total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000):
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 
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed
Our final allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000):
Final Purchase Price Allocation
Previously Reported September 30, 2022Measurement Period Adjustments (i)As Adjusted
Assets
Current Assets
Cash, cash equivalents, and restricted cash$393,324 $— $393,324 
Accounts receivable270,928 — 270,928 
Inventories (ii)497,345 65,539 562,884 
Prepaid and refundable income taxes (iii)8,869 (4,037)4,832 
Prepaid and other current assets (iv)41,467 (3,662)37,805 
Total Current Assets1,211,933 57,840 1,269,773 
Property, plant & equipment, net (v)424,228 16,704 440,932 
Deferred income taxes (iii)1,115 (879)236 
Other assets (iv)102,726 3,662 106,388 
Other intangible assets, net (vi)2,425,454 1,079,546 3,505,000 
Goodwill4,005,727 (830,743)3,174,984 
Total Assets$8,171,183 $326,130 $8,497,313 
Liabilities
Current Liabilities
Current portion of long-term debt$4,504 $— $4,504 
Accounts payable116,754 — 116,754 
Accrued compensation and benefits (vii)60,596 (1,965)58,631 
Operating lease current liabilities13,002 — 13,002 
Accrued income taxes payable (iii)16,936 8,116 25,052 
Other accrued liabilities (vii)136,042 2,882 138,924 
Total Current Liabilities347,834 9,033 356,867 
Long-term debt22,991 — 22,991 
Deferred income taxes (iii)563,824 313,774 877,598 
Operating lease liabilities43,313 — 43,313 
Other liabilities (vii)97,438 3,323 100,761 
Total Liabilities$1,075,400 $326,130 $1,401,530 
Final aggregate acquisition consideration$7,095,783 $— $7,095,783 
(i) We recorded measurement period adjustments to our preliminary acquisition date fair values due to the refinement of our valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date.
(ii) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a fair value of approximately $563 million, an increase of $66 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statement of Earnings (Loss) for the year ended June 30, 2023 includes cost of goods sold of approximately $158 million related to the increased basis in the fair value compared to the carrying value. The costs are being amortized over the expected period during which the acquired inventory is sold and thus are not anticipated to affect the Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date.
(iii) We have adjusted our prepaid and refundable income taxes, deferred tax asset, income taxes payable and deferred tax liability positions as of June 30, 2023, to $5 million, $0 million, $25 million and $878 million, respectively, as a result of measurement period adjustments.
(iv) We recorded approximately $4 million of decreases in prepaid and other current assets and $4 million of increases in other assets as measurement period adjustments.
(v) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a fair value of approximately $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statements of Earnings (Loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis.
(vi) Identifiable intangible assets in the Consolidated Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the year ended June 30, 2023 was $87 million. Intangibles amortization recorded in SG&A expenses for the year ended June 30, 2023 was $209 million.
Identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Consolidated Statements of Earnings (Loss) (in $000):
 Fair ValueEstimated Useful Life
Trade names and trademarks$430,000 N/A
Customer relationships1,830,000 15 years
Developed technology1,157,500 13.5 years
Backlog87,500 1.0 year
Intangible assets acquired$3,505,000 
(vii) We recorded approximately $3 million of increases in other accrued liabilities, $2 million of decreases in accrued compensation and benefits and $3 million of increases in other liabilities as measurement period adjustments.
Unaudited Supplemental Pro Forma Financial Information
The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000):
Year Ended June 30, 2023Year Ended June 30, 2022
Revenue$5,160,100 $4,837,103 
Net Earnings (Loss)105,849 (289,615)