Coherent Acquisition (Tables)

12 Months Ended

Jun. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Fair Value of Consideration Paid in Acquisition

The total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000):

	Shares	Per Share	Total Consideration
Cash paid for merger consideration	—	—	$	5,460,808
Shares of COHR common stock issued to Coherent, Inc. stockholders	22,587,885	$49.83	1,125,554
Converted Coherent, Inc. RSUs attributable to pre-combination service	—	—	82,037
Payment of Coherent, Inc. debt	—	—	364,544
Payment of Coherent, Inc. transaction expenses	—	—	62,840
			$	7,095,783

Schedule of Allocation of Purchase Price of Assets Acquired and Liabilities Assumed

Our final allocation of the purchase price of Coherent, Inc., 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, As Adjusted
Assets
Current Assets
Cash, cash equivalents, and restricted cash	$	393,324
Accounts receivable	270,928
Inventories (i)	562,884
Prepaid and refundable income taxes	4,832
Prepaid and other current assets	37,805
Total Current Assets	1,269,773
Property, plant & equipment, net (ii)	440,932
Deferred income taxes	236
Other assets	106,388
Other intangible assets, net (iii)	3,505,000
Goodwill	3,174,984
Total Assets	$	8,497,313
Liabilities
Current Liabilities
Current portion of long-term debt	$	4,504
Accounts payable	116,754
Accrued compensation and benefits	58,631
Operating lease current liabilities	13,002
Accrued income taxes payable	25,052
Other accrued liabilities	138,924
Total Current Liabilities	356,867
Long-term debt	22,991
Deferred income taxes	877,598
Operating lease liabilities	43,313
Other liabilities	100,761
Total Liabilities	$	1,401,530
Final aggregate acquisition consideration	$	7,095,783

(i) The Consolidated Balance Sheet has been adjusted to record Coherent Inc.’s inventories at a fair value of approximately $563 million. 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 were amortized over the expected period during which the acquired inventory was sold and thus did not affect the Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date.

(ii) The Consolidated Balance Sheet has been adjusted to record Coherent Inc.’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. 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.

(iii) 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 Value		Estimated Useful Life
Trade names and trademarks	$	430,000	N/A
Customer relationships	$	1,830,000	15.0 years
Developed technology	$	1,157,500	13.5 years
Backlog	$	87,500	1.0 year
Intangible assets acquired	$	3,505,000

Schedule of 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, 2023		Year Ended June 30, 2022
Revenue	$	5,160,100	$	4,837,103
Net Earnings (Loss)	105,849		(289,615)