COHERENT CORP. - Quarter Report: 2022 December (Form 10-Q)

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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 December 31, 2022


☐			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)

________________________________________________________________


PENNSYLVANIA		25-1214948
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

375 Saxonburg Boulevard		16056
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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	COHR	Nasdaq Global Select Market
Series A Mandatory Convertible Preferred Stock, no par value	IIVIP	Nasdaq Global Select Market

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 filer	☐	Smaller 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 ☒

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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At February 6, 2023, 138,962,661 shares of Common Stock, no par value, of the registrant were outstanding.

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COHERENT CORP.

INDEX


		Page No.

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets – December 31, 2022 and June 30, 2022 (Unaudited)	3
	Condensed Consolidated Statements of Earnings (Loss) – Three and Six Months Ended December 31, 2022 and 2021 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Six Months Ended December 31, 2022 and 2021 (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows – Six Months Ended December 31, 2022 and 2021 (Unaudited)	7
	Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity – Three and Six Months Ended December 31, 2022 and 2021 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41

Item 6.	Exhibits	42

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PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)


	December 31, 2022		June 30, 2022
Assets
Current Assets
Cash, cash equivalents, and restricted cash	$	913,286	$	2,582,371
Accounts receivable - less allowance for doubtful accounts of $7,843 at December 31, 2022 and $4,206 at June 30, 2022	956,674		700,331
Inventories	1,367,375		902,559
Prepaid and refundable income taxes	25,266		19,585
Prepaid and other current assets	153,799		100,346
Total Current Assets	3,416,400		4,305,192
Property, plant & equipment, net	1,875,558		1,363,195
Goodwill	4,426,841		1,285,759
Other intangible assets, net	4,028,533		635,404

Deferred income taxes	30,860		31,714
Other assets	330,702		223,582
Total Assets	$	14,108,894	$	7,844,846
Liabilities, Mezzanine Equity and Shareholders' Equity
Current Liabilities
Current portion of long-term debt	$	74,927	$	403,212
Accounts payable	428,959		434,917
Accrued compensation and benefits	208,474		172,109
Operating lease current liabilities	39,101		27,574
Accrued income taxes payable	75,424		29,317
Other accrued liabilities	306,031		199,830
Total Current Liabilities	1,132,916		1,266,959
Long-term debt	4,422,817		1,897,214
Deferred income taxes	825,904		77,259
Operating lease liabilities	146,537		110,214
Other liabilities	219,459		109,922
Total Liabilities	6,747,633		3,461,568
Mezzanine Equity
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 and 75,000 shares at December 31, 2022 and June 30, 2022, respectively; redemption value - $2,253,479 and $798,181, respectively	2,182,471		766,803
Shareholders' Equity
Series A preferred stock, no par value, 6% cumulative; issued - 2,300,000 shares at December 31, 2022 and June 30, 2022	445,319		445,319
Common stock, no par value; authorized - 300,000,000 shares; issued - 153,869,047 shares at December 31, 2022; 120,923,171 shares at June 30, 2022	3,704,259		2,064,552
Accumulated other comprehensive income (loss)	126,130		(2,167)
Retained earnings	1,192,847		1,348,125
	5,468,555		3,855,829
Treasury stock, at cost; 15,067,831 shares at December 31, 2022 and 13,972,758 shares at June 30, 2022	(289,765)		(239,354)
Total Shareholders' Equity	5,178,790		3,616,475
Total Liabilities, Mezzanine Equity and Shareholders' Equity	$	14,108,894	$	7,844,846

See notes to condensed consolidated financial statements.

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Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)


	Three Months Ended December 31,
	2022		2021
Revenues	$	1,370,285	$	806,819

Costs, Expenses, and Other Expense (Income)
Cost of goods sold	959,097		495,652
Internal research and development	128,791		95,328
Selling, general and administrative	274,151		117,617
Interest expense	70,904		17,062
Other expense (income), net	3,696		1,806
Total Costs, Expenses, & Other Expense (Income)	1,436,639		727,465

Earnings (Loss) Before Income Taxes	(66,354)		79,354

Income Tax Expense (Benefit)	(21,282)		11,697

Net Earnings (Loss)	$	(45,072)	$	67,657




Less: Dividends on Preferred Stock	$	35,889	$	16,703
Net Earnings (Loss) available to the Common Shareholders	$	(80,961)	$	50,954

Basic Earnings (Loss) Per Share	$	(0.58)	$	0.48

Diluted Earnings (Loss) Per Share	$	(0.58)	$	0.44

See notes to condensed consolidated financial statements.

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Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)


	Six Months Ended December 31,
	2022		2021
Revenues	$	2,714,855	$	1,601,930

Costs, Expenses, and Other Expense (Income)
Cost of goods sold	1,860,093		984,139
Internal research and development	249,875		184,294
Selling, general and administrative	554,165		240,225
Interest expense	132,793		29,253
Other expense (income), net	35,301		(5,776)
Total Costs, Expenses, & Other Expense (Income)	2,832,227		1,432,135

Earnings (Loss) Before Income Taxes	(117,372)		169,795

Income Tax Expense (Benefit)	(33,602)		27,674

Net Earnings (Loss)	$	(83,770)	$	142,121




Less: Dividends on Preferred Stock	$	71,466	$	33,785
Net Earnings (Loss) available to the Common Shareholders	$	(155,236)	$	108,336

Basic Earnings (Loss) Per Share	$	(1.14)	$	1.02

Diluted Earnings (Loss) Per Share	$	(1.14)	$	0.94

See notes to condensed consolidated financial statements.

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Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

($000)


	Three Months Ended December 31,				Six Months Ended December 31,
	2022		2021		2022		2021
Net earnings (loss)	$	(45,072)	$	67,657	$	(83,770)	$	142,121
Other comprehensive income (loss):
Foreign currency translation adjustments	232,035		2,593		99,664		(11,788)
Change in fair value of interest rate swap, net of taxes of $(92) and $3,360 for the three and six months ended December 31, 2022, respectively, and $2,714 and $3,448 for the three and six months ended December 31, 2021, respectively	(334)		9,910		12,270		12,591
Change in fair value of interest rate cap, net of taxes of $(1,208) and $4,232 for the three and six months ended December 31, 2022, respectively, and $0 for the three and six months ended December 31, 2021	(4,543)		—		15,921		—
Pension adjustment, net of taxes of $0 for the three and six months ended December 31, 2022, and $0 for the three and six months ended December 31, 2021	403		—		442		—
Comprehensive income (loss)	$	182,489	$	80,160	$	44,527	$	142,924

See notes to condensed consolidated financial statements.

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Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

($000)


	Six Months Ended December 31,
	2022		2021
Cash Flows from Operating Activities
Net earnings (loss)	$	(83,770)	$	142,121
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	129,227		100,392
Amortization	187,968		40,327
Share-based compensation expense	88,952		40,709
Amortization of discount on convertible debt and debt issuance costs	8,276		4,557

Unrealized losses (gains) on foreign currency remeasurements and transactions	3,988		(1,880)
Loss from equity investments	(740)		(1,393)
Deferred income taxes	(86,232)		3,218

Loss on debt extinguishment	6,835		—
Increase (decrease) in cash from changes in (net of effect of acquisitions):
Accounts receivable	12,647		55,548
Inventories	96,084		(123,748)
Accounts payable	(82,042)		12,752
Contract liabilities	12,078		25,096
Income taxes	24,098		2,598
Accrued compensation and benefits	(24,231)		(35,288)

Other operating net assets (liabilities)	6,930		(24,924)
Net cash provided by operating activities	300,068		240,085
Cash Flows from Investing Activities
Additions to property, plant & equipment	(245,854)		(101,689)
Purchases of businesses, net of cash acquired	(5,488,556)		—




Other investing activities	(2,261)		—
Net cash used in investing activities	(5,736,671)		(101,689)
Cash Flows from Financing Activities


Proceeds from borrowings of Term A Facility	850,000		—
Proceeds from borrowings of Term B Facility	2,800,000		—
Proceeds from borrowings of Revolving Credit Facility	65,000		—
Proceeds from issuance of Series B Preferred Shares	1,400,000		—
Proceeds from issuance of Senior Notes	—		990,000
Payments on Finisar Notes	—		(14,888)
Payments on existing debt	(1,065,217)		(31,025)
Payments on convertible notes	(3,561)		—
Payments on borrowings under Revolving Credit Facility	(65,000)		—
Debt issuance costs	(126,516)		(5,639)
Equity issuance costs	(42,000)		—
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	7,749		8,370

Payments in satisfaction of employees' minimum tax obligations	(50,516)		(13,823)
Payment of dividends	(13,800)		(20,708)
Other financing activities	(582)		(1,415)
Net cash provided by financing activities	3,755,557		910,872
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	16,769		8,556
Net increase (decrease) in cash, cash equivalents, and restricted cash	(1,664,277)		1,057,824
Cash, Cash Equivalents, and Restricted Cash at Beginning of Period	2,582,371		1,591,892
Cash, Cash Equivalents, and Restricted Cash at End of Period	$	918,094	$	2,649,716
Cash paid for interest	$	127,039	$	16,104
Cash paid for income taxes	$	31,853	$	22,933
Additions to property, plant & equipment included in accounts payable	$	47,060	$	64,098

See notes to condensed consolidated financial statements.

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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. Restricted cash, non-current is included in the condensed consolidated balance sheets under 'Other Assets'. At December 31, 2022, we had $21 million of restricted cash.


	Six Months Ended December 31,
	2022		2021
Cash, cash equivalents, and restricted cash	$	913,286	$	2,649,716
Restricted cash, non-current	4,808		—
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows	$	918,094	$	2,649,716

See notes to condensed consolidated financial statements.

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Coherent Corp and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity (Unaudited)

($000, including share amounts)


	Common Stock			Preferred Stock			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock			Total		Mezzanine Equity
	Shares	Amount		Shares	Amount						Shares	Amount				Preferred Shares	Amount
Balance - June 30, 2022	120,923	$	2,064,552	2,300	$	445,319	$	(2,167)	$	1,348,125	(13,973)	$	(239,354)	$	3,616,475	75	$	766,803
Share-based and deferred compensation activities	2,398	61,431		—	—		—		—		(830)	(40,860)		20,571		—	—
Coherent Acquisition	22,588	1,207,591		—	—		—		—		—	—		1,207,591		—	—
Convertible debt conversions	7,181	337,940		—	—		—		—		—	—		337,940		—	—
Net Loss	—	—		—	—		—		(38,698)		—	—		(38,698)		—	—
Foreign currency translation adjustments	—	—		—	—		(132,371)		—		—	—		(132,371)		—	—
Change in fair value of interest rate swap, net of taxes of $3,452	—	—		—	—		12,604		—		—	—		12,604		—	—
Change in fair value of interest rate cap, net of taxes of $5,440	—	—		—	—		20,464		—		—	—		20,464		—	—
Issuance of Series B shares	—	—		—	—		—		—		—	—		—		140	1,358,000
Pension adjustment, net of taxes of $0	—	—		—	—		39		—		—	—		39		—	—
Dividends	—	—		—	—		—		(35,577)		—	—		(35,577)		—	28,677
Balance - September 30, 2022	153,090	$	3,671,514	2,300	$	445,319	$	(101,431)	$	1,273,850	(14,803)	$	(280,214)	$	5,009,038	215	$	2,153,480
Share-based and deferred compensation activities	779	32,745		—	—		—		—		(266)	(9,551)		23,194		—	—

Net Loss	—	—		—	—		—		(45,072)		—	—		(45,072)		—	—
Foreign currency translation adjustments	—	—		—	—		232,035		—		—	—		232,035		—	—
Change in fair value of interest rate swap, net of taxes of $(92)	—	—		—	—		(334)		—		—	—		(334)		—	—
Change in fair value of interest rate cap, net of taxes of $(1,208)	—	—		—	—		(4,543)		—		—	—		(4,543)		—	—
Pension adjustment, net of taxes of $0	—	—		—	—		403		—		—	—		403		—	—
Dividends	—	—		—	—		—		(35,931)		—	—		(35,931)		—	28,992
Balance - December 31, 2022	153,869	$	3,704,259	2,300	$	445,319	$	126,130	$	1,192,847	(15,069)	$	(289,765)	$	5,178,790	215	$	2,182,471

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	Common Stock			Preferred Stock			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Treasury Stock				Total		Mezzanine Equity
	Shares	Amount		Shares	Amount						Shares		Amount				Preferred Shares	Amount
Balance - June 30, 2021	119,127	$	2,028,273	2,300	$	445,319	$	14,267	$	1,136,777	(13,640)		$	(218,466)	$	3,406,170	75	$	726,178
Share-based and deferred compensation activities	844	30,567		—	—		—		—		(200)		(12,935)		17,632		—	—


Net Earnings	—	—		—	—		—		74,464		—		—		74,464		—	—
Foreign currency translation adjustments	—	—		—	—		(14,381)		—		—		—		(14,381)		—	—
Change in fair value of interest rate swap, net of taxes of $734	—	—		—	—		2,681		—		—		—		2,681		—	—

Dividends	—	—		—	—		—		(2,082)		—		—		(2,082)		—	10,182
Adjustment for ASU 2020-06	—	(56,388)		—	—		—		44,916		—		—		(11,472)		—	—
Balance - September 30, 2021	119,971	$	2,002,452	2,300	$	445,319	$	2,567	$	1,239,075	(13,840)		$	(231,401)	$	3,458,012	75	$	736,360
Share-based and deferred compensation activities	82	16,854		—	—		—		—		(13)		(806)		16,048		—	—

Net Earnings	—	—		—	—		—		67,657		—		—		67,657		—	—
Foreign currency translation adjustments	—	—		—	—		2,593		—		—		—		2,593		—	—
Change in fair value of interest rate swap, net of taxes of $2,714	—	—		—	—		9,910		—		—		—		9,910		—	—
Pension adjustment, net of taxes	—	—		—	—		—		—		—		—		—		—	—
Dividends	—	—		—	—		—		(16,807)		—		—		(16,807)		—	9,803
Balance - December 31, 2021	120,053	$	2,019,306	2,300	$	445,319	$	15,070	$	1,289,925	$	(13,853)	$	(232,207)	$	3,537,413	75	$	746,163

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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 and six months ended December 31, 2022 and 2021 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 29, 2022. The condensed consolidated results of operations for the three and six months ended December 31, 2022 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, 2022 was derived from the Company’s audited consolidated financial statements.

The Company is closely monitoring the ongoing impact of the COVID-19 pandemic and related factors on all aspects of our business, including the impact to our employees, suppliers and customers, as well as the impact to our supply chain and the countries and markets in which Coherent operates. In particular, the Company is continuing to focus intensely on mitigating any resulting adverse impacts on our foreign and domestic operations, starting by prioritizing the safety of our employees, suppliers and customers.

Note 2. Recently Issued Financial Accounting Standards

Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients to ease the potential burden of accounting for the effects of reference rate reform as it pertains to contract modifications of debt and lease contracts and derivative contracts identified in a hedging relationship. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, to extend the temporary accounting rules under Topic 848 from December 31, 2022 to December 31, 2024. The Company is in the process of evaluating the impact of the pronouncement on its consolidated financial statements relative to our floating rate debt, our interest rate swap and our interest rate cap.

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification ASC 606, Revenue from Contracts with Customers, rather than adjust them to fair value at the acquisition date. We have adopted this accounting standard as of July 1, 2022. The acquisition of Coherent, Inc. has been accounted for in accordance with ASU 2021-08, as will any future acquisitions. Results of operations for quarterly periods prior to adoption remain unchanged as a result of the adoption of ASU No. 2021-08. Refer to Note 3. Coherent Acquisition for further information.

Note 3. Coherent Acquisition

On July 1, 2022 (the “Closing Date”), the Company completed its acquisition of Coherent, Inc. (the “Merger”), a global provider of lasers and laser-based technology for scientific, commercial, and industrial customers, in a combined cash and stock transaction in accordance with the Agreement and Plan of Merger dated March 25, 2021 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the conditions set forth therein, each share of common stock of legacy Coherent, Inc. (“Legacy Coherent”), par value $0.01 per share (the “Legacy Coherent Common Stock”), issued and outstanding immediately prior to July 1, 2022, was canceled and extinguished and automatically converted into the right to receive $220.00 in cash and 0.91 of a share of Coherent's common stock, no par value (“Coherent Common Stock”).

Following the completion of the Legacy Coherent acquisition, the Company announced a new brand identity, including a corporate name change to Coherent Corp. (Nasdaq: COHR) on September 8, 2022.

On the Closing Date, the Company entered into a Credit Agreement (the “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 new term loan A credit facility (the “Term A Facility”) in an aggregate principal amount of $850 million a new term loan B credit facility (the “Term B Facility”) (and, together with the Term A Facility, the “Term Facilities”) in an aggregate principal amount of $2.8 billion, and a new 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. For additional information on the credit facility refer to Note 8. Debt.

In order to complete the funding of the Merger, the Company had a net cash outflow of $2.1 billion on July 1, 2022. The Company recorded $10 million and $72 million of acquisition related costs in the three and six months ended December 31, 2022, respectively, representing professional and other direct acquisition costs. These costs are recorded within Selling, general and administrative expense in our Condensed Consolidated Statement of Earnings (Loss). Approximately 23 million shares of Coherent Common Stock in the aggregate were issued in conjunction with the closing of the Merger. Total preliminary Merger consideration was $7.1 billion, including replacement equity awards attributable to pre-combination service for certain Legacy Coherent restricted stock units.

The preliminary 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 Legacy Coherent stockholders	22,587,885	$49.83	1,125,554
Converted Legacy Coherent RSUs attributable to pre-combination service	—	—	82,037
Payment of Legacy Coherent debt	—	—	364,544
Payment of Legacy Coherent transaction expenses	—	—	62,840
			$	7,095,783

The Company allocated the fair value of the preliminary purchase price consideration to the tangible assets, liabilities, and intangible assets acquired, generally based on estimated fair values. The excess preliminary purchase price over those fair values is recorded as goodwill. Our valuation assumptions of acquired assets and assumed liabilities require significant estimates, especially with respect to intangible assets, inventories, property, plant & equipment and deferred income taxes. In determining the fair value of intangible assets acquired, the Company must make assumptions about the future performance of the acquired business, including among other things, the forecasted revenue growth attributable to the asset group and projected operating expenses inclusive of expected synergies, future cost savings, and other benefits expected to be achieved by combining the Company and Legacy Coherent. The Company’s intangible assets are comprised of trade names and trademarks, customer relationships, developed technology and backlog. The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation. The estimated fair value of the customer relationships and backlog are determined using the multi-period excess earnings method and the estimated fair value of the trade names and trademarks and developed technology are determined using the relief from royalty method. Both methods require forward looking estimates that are discounted to determine the fair value of the intangible asset using a risk-adjusted discount rate that is reflective of the level of risk associated with future estimates associated with the asset group that could be affected by future economic and market conditions.

The purchase price allocation set forth is preliminary and will be revised as third party valuations are finalized or additional information becomes available during the measurement period, which could be up to 12 months from the Closing Date. Any such revisions or changes may be material. We expect to finalize pushdown accounting as soon as practicable, but no later than twelve months from the Closing Date.

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):



	Preliminary Allocation as of 7/1/2022
	Previously Reported September 30, 2022		Measurement Period Adjustments (i)		As Adjusted (preliminary)
Assets
Current Assets
Cash, cash equivalents, and restricted cash	$	393,324	$	—	$	393,324
Accounts receivable	270,928		—		270,928
Inventories (ii)	497,345		66,581		563,926
Prepaid and refundable income taxes (iii)	8,869		(1,592)		7,277
Prepaid and other current assets	41,467		—		41,467
Total Current Assets	1,211,933		64,989		1,276,922
Property, plant & equipment, net (iv)	424,228		16,704		440,932
Deferred income taxes (iii)	1,115		(793)		322
Other assets	102,726		—		102,726
Other intangible assets, net (v)	2,425,454		1,079,546		3,505,000
Goodwill	4,005,727		(910,633)		3,095,094
Total Assets	$	8,171,183	$	249,813	$	8,420,996
Liabilities
Current Liabilities
Current portion of long-term debt	$	4,504	$	—	$	4,504
Accounts payable	116,754		—		116,754
Accrued compensation and benefits	60,596		—		60,596
Operating lease current liabilities	13,002		—		13,002
Accrued income taxes payable	16,936		—		16,936
Other accrued liabilities (vi)	136,042		702		136,744
Total Current Liabilities	347,834		702		348,536
Long-term debt	22,991		—		22,991
Deferred income taxes (iii)	563,824		249,674		813,498
Operating lease liabilities	43,313		—		43,313
Other liabilities (vi)	97,438		(563)		96,875
Total Liabilities	$	1,075,400	$	249,813	$	1,325,213

Preliminary aggregate acquisition consideration	$	7,095,783	$	—	$	7,095,783

(i) The Company recorded measurement period adjustments to its preliminary acquisition date fair values due to the refinement of its 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 condensed combined balance sheet has been adjusted to record Legacy Coherent’s inventories at a preliminary fair value of approximately $564 million, an increase of $67 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Condensed Combined Statement of Earnings (Loss) for the three and six months ended December 31, 2022 includes cost of goods sold of approximately $112 million and $158 million, respectively, related to the increased basis in the preliminary fair value compared to the carrying value. The $112 million cost of goods sold recognized in the three months ended December 31, 2022 includes an increase of $33 million due to the measurement period adjustment which relates to a previous reporting period. The costs are being amortized over the expected period during which the acquired inventory is sold, the six months ended December 31, 2022, and thus are not anticipated to affect the Condensed Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date.

(iii) The Company has adjusted its prepaid and refundable income taxes, deferred tax asset and deferred tax liability positions as of December 31, 2022, to $7 million, $0 million and $813 million, respectively, as a result of measurement period adjustments.

(iv) The Condensed 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 preliminary 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 Condensed 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.

(v) Preliminary identifiable intangible assets in the condensed combined 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 three and six months ended December 31, 2022 was $6 million and $43 million, respectively, and included a reduction in the current quarter of $16 million due to the measurement period adjustment which relates to a previous reporting period. Intangibles amortization recorded in selling, general and administrative expenses for the three and six months ended December 31, 2022 was $80 million and $105 million, respectively, and included an increase in the current quarter of $27 million due to the measurement period adjustment which relates to a previous reporting period.

Preliminary identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Condensed Consolidated Statements of Earnings (Loss) (in $000):


	Preliminary Fair Value		Estimated Useful Life
Trade names and trademarks	$	430,000	N/A
Customer relationships	1,830,000		15 years
Developed technology	1,157,500		13.5 years
Backlog	87,500		1.0 year
Intangible assets acquired	$	3,505,000

(vi) The Company recorded approximately $1 million of increases in other current liabilities and $1 million of decreases in other liabilities as measurement period adjustments.

Operating results, including goodwill and intangibles, of Legacy Coherent are reflected in the Company’s consolidated financial statements from the Closing Date, within the Lasers segment. Revenues and net loss for the Lasers segment for the three months ended December 31, 2022 were $379 million and $171 million, respectively. Revenues and net loss for the Lasers segment for the six months ended December 31, 2022 were $772 million and $299 million, respectively. Goodwill in the amount of $3.1 billion arising from the acquisition is attributed to the expected synergies, including future cost savings, and other benefits expected to be generated by combining Coherent and Legacy Coherent. Substantially all of the goodwill recognized is not expected to be deductible for tax purposes.

Supplemental Pro Forma Information

The supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances.

The following supplemental pro forma information presents the combined results of operations for the three and six months ended December 31, 2022 and December 31, 2021, as if Legacy Coherent had been acquired as of July 1, 2021. The supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets, property, plant and equipment, adjustments to share-based compensation expense, fair value adjustments on the inventories acquired, transaction costs, interest expense and amortization of debt issuance costs related to the Senior Credit Facilities (as defined in Note 8. Debt).

The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000):


	Three Months Ended December 31, 2022		Three Months Ended December 31, 2021
Revenue	$	1,370,285	$	1,191,326
Net Earnings (Loss)	101,349		(65,115)


	Six Months Ended December 31, 2022		Six Months Ended December 31, 2021
Revenue	$	2,714,855	$	2,378,111
Net Earnings (Loss)	211,420		(241,375)

Note 4. Revenue from Contracts with Customers

The Company believes that disaggregating revenue by end market provides the most relevant information regarding the nature, amount, timing, and uncertainty of revenues and cash flows.

As of July 1, 2022, the Company disaggregates revenue into four end markets: industrial, communications, electronics and instrumentation. All prior period market and segment disclosure information has been reclassified to conform to the current reporting structure.

Effective July 1, 2022, the Company updated the operating segments due to the closing of the Merger. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments. See Note 13. Segment Reporting for further details.

The following tables summarize disaggregated revenue for the three and six months ended December 31, 2022 and 2021 ($000):


	Three Months Ended December 31, 2022								Six Months Ended December 31, 2022
	Networking		Materials		Lasers		Total		Networking		Materials		Lasers		Total
Industrial	$	15,926	$	149,454	$	284,851	$	450,231	34,619		293,537		583,092		911,248
Communications	579,393		20,662		—		600,055		1,142,914		42,539		—		1,185,453
Electronics	3,003		196,952		—		199,955		6,825		373,574		—		380,399
Instrumentation	10,358		15,328		94,358		120,044		20,870		28,390		188,495		237,755
Total Revenues	$	608,680	$	382,396	$	379,209	$	1,370,285	$	1,205,228	$	738,040	$	771,587	$	2,714,855


	Three Months Ended December 31, 2021						Six Months Ended December 31, 2021
	Networking		Materials		Total		Networking		Materials		Total
Industrial	$	19,996	$	166,864	$	186,860	41,725		321,748		363,473
Communications	483,640		23,562		507,202		982,271		43,437		1,025,708
Electronics	3,360		83,423		86,783		6,328		160,443		166,771
Instrumentation	9,545		16,429		25,974		17,230		28,748		45,978
Total Revenues	$	516,541	$	290,278	$	806,819	$	1,047,554	$	554,376	$	1,601,930

Contract Liabilities

Payments received from customers are based on invoices or billing schedules as established in contracts with customers. Contract liabilities relate to billings in advance of performance under the contract. Contract liabilities are recognized as revenue when the performance obligation has been performed. During the six months ended December 31, 2022, the Company recognized revenue of $9 million related to customer payments that were included as contract liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2022. The Company had $181 million of contract liabilities recorded in the Condensed Consolidated Balance Sheet as of December 31, 2022. Contract liabilities acquired from the Merger totaled $77 million. As of December 31, 2022, $114 million of deferred revenue is included other accrued liabilities and $67 million is included within other liabilities on the Condensed Consolidated Balance Sheet.

Note 5. Inventories

The components of inventories were as follows ($000):


	December 31, 2022		June 30, 2022
Raw materials	$	486,649	$	318,758
Work in progress	608,777		408,405
Finished goods	271,949		175,396
	$	1,367,375	$	902,559

During the six months ended December 31, 2022, as part of the Merger, a fair value inventory step-up in the amount of $158 million was recorded as part of the preliminary purchase price allocation. The inventory step-up will be amortized to cost of goods sold over the expected period during which the acquired inventory is sold. Refer to Note 3. Coherent Acquisition for additional information. These costs are non-recurring in nature and not anticipated to affect the condensed combined statements of earnings (loss) beyond twelve months after the Closing Date.

Note 6. Property, Plant and Equipment

Property, plant and equipment consists of the following ($000):


	December 31, 2022		June 30, 2022
Land and improvements	$	73,887	$	19,368
Buildings and improvements	646,228		415,530
Machinery and equipment	1,960,765		1,651,762
Construction in progress	315,965		271,605
Finance lease right-of-use asset	24,999		25,000
	3,021,844		2,383,265
Less accumulated depreciation	(1,146,286)		(1,020,070)
	$	1,875,558	$	1,363,195

During the six months ended December 31, 2022, as part of the Merger, a fair value step-up in the amount of $145 million was recorded to property, plant and equipment as part of the preliminary purchase price allocation. The step-up will be amortized over the useful lives of the related assets. Refer to Note 3. Coherent Acquisition for additional information.

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Note 7. Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill were as follows ($000):


	Six Months Ended December 31, 2022
	Networking		Materials		Lasers		Total
Balance-beginning of period	$	1,048,743	$	237,016	$	—	$	1,285,759
Transfer between segments1	(35,466)		35,466		—		—
Goodwill acquired	—		—		3,095,094		3,095,094

Foreign currency translation	(1,633)		786		46,835		45,988
Balance-end of period	$	1,011,644	$	273,268	$	3,141,929	$	4,426,841

1 Refer to Note 13. Segment Reporting for information regarding the segment transfer of goodwill between segments.

The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of December 31, 2022 and June 30, 2022 were as follows ($000):


	December 31, 2022						June 30, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Technology	$	1,658,893	$	(206,723)	$	1,452,170	$	473,845	$	(144,409)	$	329,436
Trade Names	452,419		(7,866)		444,553		22,536		(7,454)		15,082
Customer Lists	2,341,807		(255,047)		2,086,760		464,880		(173,994)		290,886
Backlog and Other	90,366		(45,316)		45,050		1,563		(1,563)		—
Total	$	4,543,485	$	(514,952)	$	4,028,533	$	962,824	$	(327,420)	$	635,404

Refer to Note 3. Coherent Acquisition for additional information on intangibles acquired in the six months ended December 31, 2022.

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Note 8. Debt

The components of debt as of the dates indicated were as follows ($000):


	December 31, 2022		June 30, 2022
New Term A Facility, interest at LIBOR, as defined, plus 2.00%	$	839,375	$	—

Debt issuance costs, New Term A Facility and New Revolving Credit Facility	(20,453)		—
New Term B Facility, interest at LIBOR, as defined, plus 2.75%	2,743,000		—
Debt issuance costs, New Term B Facility	(72,802)		—
1.30% Term loan due 2024	163		—
1.00% State of Connecticut term loan due 2023	2,336		—
Facility construction loan in Germany due 2030	23,433		—
Existing Term A Facility, interest at LIBOR, as defined, plus 1.375%	—		995,363

Debt issuance costs, Existing Term A Facility and Existing Revolving Credit Facility	—		(18,396)


5.000% Senior Notes	990,000		990,000
Debt issuance costs and discount, Senior Notes	(7,308)		(7,703)
0.25% Convertible Senior Notes	—		341,501
Debt issuance costs and discount, 0.25% Convertible Senior Notes	—		(339)

Total debt	4,497,744		2,300,426
Current portion of long-term debt	(74,927)		(403,212)
Long-term debt, less current portion	$	4,422,817	$	1,897,214

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”), in an aggregate available amount of $350 million, including a letter of credit sub-facility of up to $50 million. The Term A Facility and the Revolving Credit Facility each bear interest at LIBOR subject to a 0.00% 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 LIBOR plus 2.00% as of December 31, 2022. The Term B Facility bears interest at LIBOR (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred interest expense, including amortization of debt issuance costs, of $61 million and $114 million in the three and six months ended December 31, 2022, respectively, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss).

Proceeds of the loans borrowed under the Term Facilities on July 1, 2022, together with other financing sources (including the net proceeds from Coherent's offer and sale of its 5.000% Senior Notes due 2029 (the “Senior Notes”) and cash on hand) were used to fund the cash portion of the Merger consideration, the repayment of certain indebtedness (including the repayment in full of all amounts outstanding under the Prior Credit Agreement as defined below), and certain fees and expenses in connection with the Merger and otherwise for general corporate purposes.

The Company capitalized approximately $90 million of debt issuance costs during the six months ended December 31, 2022. These capitalized costs are presented as contra-debt within the long-term debt caption in the Condensed Consolidated Balance Sheet. Amortization of debt issuance costs related to the New Term Facilities for the three and six months ended December 31, 2022 totaled $5 million and $9 million, respectively, and is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). As of December 31, 2022, the Company was in compliance with all covenants under the New Term Facilities.

Prior Senior Credit Facilities

Through June 30, 2022, the Company had senior credit facilities (the “Prior Senior Credit Facilities”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto.

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The credit agreement governing the Senior Credit Facilities (the “Prior Credit Agreement”) provided for senior secured financing of $2.4 billion in the aggregate, consisting of

(i)Aggregate principal amount of $1,255 million for a five-year senior secured first-lien term A loan facility (the “Prior Term A Facility”),

(ii)Aggregate principal amount of $720 million for a seven-year senior secured term B loan facility (the “Prior Term B Facility” and together with the Prior Term A Facility, the “Prior Term Loan Facilities”), which was repaid in full during the quarter ended September 30, 2020, and

(iii)Aggregate principal amount of $450 million for a five-year senior secured first-lien revolving credit facility (the “Prior Revolving Credit Facility” and together with the Prior Term Loan Facilities, the “Prior Senior Credit Facilities”).

The Prior Credit Agreement also provided for a letter of credit sub-facility not to exceed $25 million and a swing loan sub-facility initially not to exceed $20 million.

On July 1, 2022, the Company terminated the Prior Credit Agreement and repaid all amounts outstanding thereunder, of which $62 million was recorded as current portion of long-term debt and $933 million was recorded as long-term debt at June 30, 2022.

Debt extinguishment costs related to the termination of the Prior Credit Agreement of $17 million were expensed in other expense (income), net in the Condensed Consolidated Statement of Earnings (Loss) during the six months ended December 31, 2022.

Bridge Loan Commitment

Subject to the terms of an amended and restated commitment letter entered into in connection with Coherent entering into the Merger Agreement, the commitment parties thereto committed to provide, in addition to the Term Facilities and the Revolving Credit Facility, a senior unsecured bridge loan facility in an aggregate principal amount of $990 million (the "Bridge Loan Commitment"). As a result of the issuance and sale of the Senior Notes, the Bridge Loan Commitment was terminated. During the six months ended December 31, 2022, the Company incurred expenses of $18 million, respectively, related to the termination of the Bridge Loan Commitment, which is included in other expense (income) in the Condensed Consolidated Statements of Earnings (Loss). There will be no additional expense related to the Bridge Loan Commitment going forward.

Debt Assumed through Acquisition

The Company assumed the remaining balances of three term loans with the closing of the Merger. The aggregate principal amount outstanding is $26 million as of December 31, 2022. The terms loans assumed consisted of the following: (i) 1.3% Term Loan due 2024, (ii) 1.0% State of Connecticut Term Loan due 2023, and (iii) Facility construction loan in Germany due 2030. 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 and sold $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.

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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 and $25 million in the three and six months ended December 31, 2022, respectively, 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 December 31, 2022, the Company was in compliance with all covenants under the Indenture.

0.25% Convertible Senior Notes due 2022

In August 2017, the Company issued and sold $345 million aggregate principal amount of its 0.25% Convertible Senior Notes due 2022 (the “Convertible Notes”) in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended.

Beginning on June 1, 2022 until the close of business on the business day immediately preceding September 1, 2022 (the “Maturity Date”), holders were able to convert their Convertible Notes at any time. For the fiscal quarter ended September 30, 2022, the holders of the Convertible Notes converted $332 million of principal, which was recorded as current portion of long-term debt at June 30, 2022, and received approximately 7 million shares of Coherent Common Stock in settlement of the conversions.

On the Maturity Date, $4 million aggregate principal amount of Convertible Notes remained outstanding, and was repaid in cash, and the Convertible Notes are no longer outstanding. At the Maturity Date, the accrued interest on the Coherent Convertible Notes was immaterial. The total interest expense related to the Convertible Notes was immaterial for both the three and six months ended December 31, 2022 and December 31, 2021.

Aggregate Availability

The Company had aggregate availability of $350 million under its Revolving Credit Facility as of December 31, 2022.

Note 9. Income Taxes

The Company’s year-to-date effective income tax rate at December 31, 2022 was 29% compared to an effective tax rate of 16% for the same period in 2021. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to nondeductible expenses 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 December 31, 2022 and June 30, 2022, the Company’s gross unrecognized income tax benefit, excluding interest and penalties, was $71 million and $37 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. If recognized, $32 million of the gross unrecognized tax benefits at December 31, 2022 would impact the effective tax rate. 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 $6 million and $3 million at December 31, 2022 and June 30, 2022, respectively. Fiscal years 2019 to 2022 remain open to examination by the Internal Revenue Service, fiscal years 2018 to 2022 remain open to examination by certain state jurisdictions, and fiscal years 2011 to 2022 remain open to examination by certain foreign taxing jurisdictions. The Company is currently under examination for certain subsidiary companies in California for the years ended September 30, 2018 through September 30, 2019; Colorado for the years ended September 30, 2018 through September 30, 2021; Vietnam for the years ended September 30, 2018 through September 30, 2021; India for the year ended March 31, 2016; Singapore for the year ended September 30, 2020; 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 10. 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 the Company’s Condensed Consolidated Balance Sheets. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.

The Company’s 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, the Company considers 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. The Company accounts for non-lease components, such as common area maintenance, as a component of the lease, and includes it in the initial measurement of leased assets and corresponding liabilities. The Company’s lease terms and conditions may include options to extend or terminate. An option is recognized when it is reasonably certain that Coherent will exercise that option.

The Company’s 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 December 31, 2022			Six Months Ended December 31, 2022
Finance lease cost
Amortization of right-of-use assets	$	417		$	833
Interest on lease liabilities	284			572
Total finance lease cost	701			1,405
Operating lease cost	13,045			26,311

Total lease cost	$	13,746		$	27,716

Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases	$	284		$	572
Operating cash flows from operating leases	12,354			25,052
Financing cash flows from finance leases	346			688

Weighted-Average Remaining Lease Term (in Years)
Finance leases	9.0
Operating leases	6.8

Weighted-Average Discount Rate
Finance leases	5.6		%
Operating leases	5.3		%


	Three Months Ended December 31, 2021		Six Months Ended December 31, 2021
Finance Lease Cost
Amortization of right-of-use assets	$	418	$	838
Interest on lease liabilities	302		609
Total finance lease cost	$	720	$	1,447
Operating lease cost	9,176		18,395
Sublease income	143		507
Total lease cost	$	9,753	$	19,335

Cash Paid for Amounts Included in the Measurement of Lease Liabilities
Operating cash flows from finance leases	$	302	$	609
Operating cash flows from operating leases	8,850		17,665
Financing cash flows from finance leases	312		622

Note 11. Equity and Redeemable Preferred Stock

Mandatory Convertible Preferred Stock

In July 2020, the Company issued 2.3 million shares of 6.00% Series A Mandatory Convertible Preferred, no par value per share (“Mandatory Convertible Preferred Stock”).

Unless previously converted, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert on the Mandatory Conversion Date (as defined in the Statement with Respect to Shares establishing the Mandatory Convertible Preferred Stock) into a number of shares of Coherent Common Stock equal to not more than 4.6512 shares and not less than 3.8760 shares (the “Minimum Conversion Rate”), depending on the applicable market value of the Coherent Common Stock, subject to certain anti-dilution adjustments.

Other than in the event of one of certain fundamental changes, a holder of Mandatory Convertible Preferred Stock may, at any time prior to July 1, 2023, elect to convert such holder's shares, in whole or in part, at a Minimum Conversion Rate per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments.

If one of certain fundamental changes occurs on or prior to July 1, 2023, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of Coherent Common Stock at the conversion rate determined in accordance with the terms of the Mandatory Convertible Preferred Stock during the period beginning on, and including, the effective date of such change and ending on, and including, the date that is 20 calendar days after the effective date of such fundamental change (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change, but in no event later than July 1, 2023). Holders who convert their shares of the Mandatory Convertible Preferred Stock during that period will also receive a dividend make-whole amount and, to the extent there is any, the accumulated dividend amount, in each case as calculated in accordance with the terms of the Mandatory Convertible Preferred Stock.

The Company recognized $7 million and $14 million of preferred stock dividends for the three and six months ended December 31, 2022, respectively, associated with the Mandatory Convertible Preferred Stock. The Company recognized $7 million and $14 million of preferred stock dividends for the three and six months ended December 31, 2021, respectively, associated with the Mandatory Convertible Preferred Stock. The preferred dividends were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of December 31, 2022.

The following table presents dividends per share and dividends recognized for the three and six months ended December 31, 2022 and December 31, 2021:


	Three Months Ended December 31,				Six Months Ended December 31,
	2022		2021		2022		2021
Dividends per share	$	3.00	$	3.00	$	6.00	$	6.00
Mandatory Convertible Preferred Stock dividends ($000)	6,900		6,900		13,800		13,800

Series B-1 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").

The shares of Series B-1 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-1 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 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-1 Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-2 Preferred Stock (as defined below), on an as-converted basis, subject to limited exceptions.

On or at any time after March 31, 2031:

•each holder has the right to require the Company to redeem all of their Coherent Series B-1 Convertible 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-1 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-1 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, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through March 31, 2026.

If the Company defaults on a payment obligation with respect to the Series B-1 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-1 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-1 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 Available to Common Shareholders.

Series B-2 Convertible Preferred Stock

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”).

The shares of Series B-2 Preferred Stock are convertible into shares of Coherent Common Stock as follows:

•at the election of the holder the Conversion Price upon the delivery by Coherent to the holders of the Series B-2 Preferred Stock of an offer to repurchase the Coherent Series B-2 Convertible Preferred Stock upon the occurrence of a Fundamental Change (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock); and

•at the election of the Company, any time following July 1, 2025 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-2 Convertible Preferred Stock currently have voting rights, voting as one class with the Coherent Common Stock and the Series B-1 Preferred Stock, on an as-converted basis, subject to limited exceptions.

On or at any time after July 1, 2032:

•each holder has the right to require the Company to redeem all of their Series B-2 Preferred Stock, for cash, at a redemption price per share equal to the sum of the Stated Value for such shares (as defined in the Statement with Respect to Shares establishing the Series B Preferred Stock) 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-2 Preferred Stock outstanding, for cash, at the Redemption Price.

In connection with any Fundamental Change, 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-2 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 July 1, 2027, the aggregate amount of all dividends that would have been paid (subject to certain exceptions), from the date of repurchase through July 1, 2027.

If the Company defaults on a payment obligation with respect to the Series B-2 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-2 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-2 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 Available to Common Shareholders.

The Company recognized $29 million and $58 million of preferred stock dividends related to the Series B Preferred Stock for the three and six months ended December 31, 2022, respectively. The Company recognized $10 million and $20 million of preferred stock dividends related to the Series B Preferred Stock for the three and six months ended December 31, 2021, respectively. The preferred stock dividends were presented as a reduction to retained earnings on the Condensed Consolidated Balance Sheet as of December 31, 2022.

The following table presents dividends per share and dividends recognized for the three and six months ended December 31, 2022 and December 31, 2021:


	Three Months Ended December 31,				Six Months Ended December 31,
	2022		2021		2022		2021
Dividends per share	$	134.83	$	130.71	$	268.21	$	266.47
Dividends ($000)	27,821		9,307		55,298		19,011
Deemed dividends ($000)	1,168		496		2,368		974

Note 12. Earnings (Loss) Per Share

Basic earnings (loss) per common share is computed by dividing net earnings (loss) available to 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 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 and six months ended December 31, 2022, as the Company was in a net loss position, no dilution was included in the calculation of earnings (loss) per share.

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 and six months ended December 31, 2022, 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 outstanding convertible debt, the Series A Mandatory Convertible Preferred Stock and the Series B Convertible Preferred Stock (under the If-Converted method), as their effects were anti-dilutive.

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The following is a reconciliation of the numerators and denominators of the basic and diluted earnings (loss) per share computations for the three and six months ended December 31, 2022 and December 31, 2021 ($000):


	Three Months Ended December 31,				Six Months Ended December 31,
	2022		2021			2022		2021
Numerator
Net earnings (loss)	$	(45,072)	$	67,657		$	(83,770)	$	142,121
Deduct Series A preferred stock dividends	(6,900)		(6,900)			(13,800)		(13,800)
Deduct Series B dividends and deemed dividends	(28,989)		(9,803)			(57,666)		(19,985)
Basic earnings (loss) available to common shareholders	$	(80,961)	$	50,954		$	(155,236)	$	108,336

Effect of dilutive securities:
Add back interest on Convertible Notes (net of tax)	$	—	$	577		$	—	$	1,079

Diluted earnings (loss) available to common shareholders	$	(80,961)	$	51,531		$	(155,236)	$	109,415

Denominator
Weighted average shares	138,623		106,158			135,951		105,960
Effect of dilutive securities:
Common stock equivalents	—		2,952			—		2,854
Convertible Notes	—		7,330			—		7,330


Diluted weighted average common shares	138,623		116,440			135,951		116,144

Basic earnings (loss) per common share	$	(0.58)	$	0.48		$	(1.14)	$	1.02

Diluted earnings (loss) per common share	$	(0.58)	$	0.44		$	(1.14)	$	0.94

The following table presents potential shares of Coherent Common Stock excluded from the calculation of diluted earnings (loss) per share as their effect would have been anti-dilutive for the three and six months ended December 31, 2022 and December 31, 2021 ($000):


	Three Months Ended December 31,		Six Months Ended December 31,
	2022	2021	2022	2021
Common stock equivalents	2,827	2	2,295	16
Convertible Notes	—	—	2,237	—
Series A Mandatory Convertible Preferred Stock	10,697	8,915	10,149	8,915


Series B Convertible Preferred Stock	26,184	9,105	26,022	9,049
Total anti-dilutive shares	39,708	18,022	40,703	17,980

Note 13. Segment Reporting

The Company reports its business segments using the “management approach” model for segment reporting. This means that the Company determines its reportable business segments based on the way the chief operating decision-maker organizes business segments within the Company for making operating decisions and assessing financial performance.

On July 1, 2022, the Company completed its acquisition of Legacy Coherent. See Note 3. Coherent Acquisition for further information. The operating results of Legacy Coherent are reflected in the Lasers segment.

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Effective July 1, 2022, the Company reports its financial results in the following three segments: (i) Networking, (ii) Materials, and (iii) Lasers. Previously, financial results had been reported in the following two segments: (i) Photonic Solutions and (ii) Compound Semiconductors. The Networking segment represents the former Photonic Solutions segment and the Materials segment represents the former Compound Semiconductors segment.

The Company’s chief operating decision maker receives and reviews financial information based on these three segments. The Company evaluates business segment performance based upon segment operating income, which is defined as earnings before income taxes, interest and other income or expense. 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. To the extent possible, the Company’s corporate expenses and assets are allocated to the segments. The expenses associated with the Legacy Coherent acquisition for the three and six months ended December 31, 2022 are wholly allocated to the Lasers segment. For the three and six months ended December 31, 2021, the expenses associated with the acquisition of Legacy Coherent were not allocated to an operating segment, and were presented in Unallocated and Other. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments.

The following tables summarize selected financial information of the Company’s operations by segment ($000):


	Three Months Ended December 31, 2022
	Networking		Materials		Lasers		Unallocated & Other		Total
Revenues	$	608,680	$	382,396	$	379,209	$	—	$	1,370,285
Inter-segment revenues	17,630		85,844		917		(104,391)		—
Operating income (loss)	90,039		81,472		(163,265)		—		8,246
Interest expense	—		—		—		—		(70,904)
Other income (expense), net	—		—		—		—		(3,696)
Income taxes	—		—		—		—		21,282
Net loss	—		—		—		—		(45,072)
Depreciation and amortization	40,241		28,035		101,633		—		169,909
Expenditures for property, plant & equipment	30,383		61,474		15,007		—		106,864
Segment assets	3,518,319		2,248,600		8,341,975		—		14,108,894
Goodwill	1,011,644		273,268		3,141,929		—		4,426,841


	Three Months Ended December 31, 2021
	Networking		Materials		Unallocated & Other		Total
Revenues	$	516,541	$	290,278	$	—	$	806,819
Inter-segment revenues	24,552		77,094		(101,646)		—
Operating income (loss)	50,424		56,538		(8,740)		98,222
Interest expense	—		—		—		(17,062)
Other income (expense), net	—		—		—		(1,806)
Income taxes	—		—		—		(11,697)
Net earnings	—		—		—		67,657
Depreciation and amortization	42,545		28,481		—		71,026
Expenditures for property, plant & equipment	10,620		43,502		—		54,122

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	Six Months Ended December 31, 2022
	Networking		Materials		Lasers		Unallocated & Other		Total
Revenues	$	1,205,228	$	738,040	$	771,587	$	—	$	2,714,855
Inter-segment revenues	36,370		180,898		1,083		(218,351)		—
Operating income (loss)	181,021		156,807		(287,106)		—		50,722
Interest expense	—		—		—		—		(132,793)
Other income (expense), net	—		—		—		—		(35,301)
Income taxes	—		—		—		—		33,602
Net earnings	—		—		—		—		(83,770)
Depreciation and amortization	83,015		54,562		179,618		—		317,195
Expenditures for property, plant & equipment	74,213		136,372		35,269		—		245,854


	Six Months Ended December 31, 2021
	Networking		Materials		Unallocated & Other		Total
Revenues	$	1,047,554	$	554,376	$	—	$	1,601,930
Inter-segment revenues	56,721		139,857		(196,578)		—
Operating income (loss)	109,863		103,316		(19,907)		193,272
Interest expense	—		—		—		(29,253)
Other income (expense), net	—		—		—		5,776
Income taxes	—		—		—		(27,674)
Net earnings	—		—		—		142,121
Depreciation and amortization	84,379		56,340		—		140,719
Expenditures for property, plant & equipment	35,416		66,273		—		101,689

Note 14. Share-Based Compensation

Stock Award Plans

The Company’s Board of Directors amended and restated the Coherent Corp. 2018 Omnibus Incentive Plan, which originally was approved by the Company's shareholders at the Annual Meeting in November 2018 (as amended and restated, the "Plan"). The Plan was approved by the Company's shareholders at the Annual Meeting in November 2020. The Plan provides for the grant of non-qualified 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 9,550,000 shares of Coherent Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Plan has vesting provisions predicated upon the death, retirement or disability of the grantee.

On the Closing Date, the Company assumed 403,675 Legacy Coherent restricted stock units ("Converted RSUs"). The Converted RSUs are generally subject to the same terms and conditions that applied to the RSUs immediately prior to the Closing Date. Other than the assumed Converted RSUs, Coherent did not assume any other awards outstanding under Legacy Coherent equity incentive plans. On the Closing Date, Coherent assumed the unused capacity under Legacy Coherent equity incentive plan, which totaled 10,959,354 shares of issuable Coherent Common Stock.

Share-based compensation expense for the periods indicated was as follows ($000):


	Three Months Ended December 31,				Six Months Ended December 31,
	2022		2021		2022		2021
Stock Options and Cash-Based Stock Appreciation Rights	$	601	$	1,924	$	160	$	2,472
Restricted Share Awards and Cash-Based Restricted Share Unit Awards	28,818		13,760		73,470		31,132
Performance Share Awards and Cash-Based Performance Share Unit Awards	3,242		2,058		10,331		5,766

	$	32,661	$	17,742	$	83,961	$	39,370

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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. The Company estimates fair value of its 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.

The Company entered into an interest rate swap with a notional amount of $1,075 million to limit the exposure to its variable interest rate debt by effectively converting it to a fixed interest rate. The Company receives payments based on the one-month LIBOR and makes payments based on a fixed rate of 1.52%. The Company receives payments with a floor of 0.00%. The interest rate swap agreement has an effective date of November 24, 2019, with an expiration date of September 24, 2024. The initial notional amount of the interest rate swap was decreased to $825 million in June 2022 and will remain at that amount through the expiration date. The Company designated this instrument as a cash flow hedge and deemed the hedge relationship effective at inception of the contract. The fair value of the interest rate swap of $43 million is recognized in the Condensed Consolidated Balance Sheet within prepaid and other current assets and other assets as of December 31, 2022. Changes in fair value are recorded within accumulated other comprehensive loss on the Condensed Consolidated Balance Sheet and reclassified into the Condensed Consolidated Statement of Earnings (Loss) as interest expense in the period in which the underlying transaction affects earnings. Cash flows from hedging activities are 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 is determined using widely accepted valuation techniques and reflects the contractual terms of the interest rate swap 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 interest rate swap is classified as a Level 2 item within the fair value hierarchy.

On February 23, 2022, the Company entered into an interest rate cap ("the Cap") with an effective date of July 1, 2023. The Cap manages the Company's exposure to interest rate movements on a portion of the Company's floating rate debt. The Cap provides the Company with the right to receive payment if one-month LIBOR exceeds 1.85%. Beginning in July 2023, the Company will begin 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. The fair value of the interest rate cap of $38 million is recognized in the Condensed Consolidated Balance Sheet within other assets as of December 31, 2022.

The Cap is designed to mirror the terms of the Credit Agreement as of the effective date, or its direct replacement. The Company designated the Cap as a cash flow hedge of the variability of the LIBOR-based interest payments on the Term Loan 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) will be 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 Cap is classified as a Level 2 item within the fair value hierarchy.

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The Company estimated the fair value of the Senior Notes based on quoted market prices as of the last trading day prior to December 31, 2022; however, the Senior Notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the Senior Notes could be retired or transferred. The Company concluded that this fair value measurement should be categorized within Level 2. The carrying value of the Senior Notes is net of unamortized discount and issuance costs. See Note 8. Debt for details on the Company’s debt facilities.

The fair value and carrying value of the Convertible Notes and Senior Notes were as followed ($000):


	December 31, 2022				June 30, 2022
	Fair Value		Carrying Value		Fair Value		Carrying Value
Convertible Notes	$	—	$	—	$	382,601	$	341,162
Senior Notes	$	857,142	$	982,692	$	865,527	$	982,297

The fair values of 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 instruments. The Company’s borrowings including its lease obligations and the Senior Notes, are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value.

The Company, from time to time, purchases foreign currency forward exchange contracts, that permit it to transact 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 the Company's earnings, on the revaluation of its aggregate net assets or liabilities in respective currencies, to foreign currency risk. At December 31, 2022, the Company 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 and six months ended December 31, 2022 were $28 million and $5 million, respectively, and were included in other expense (income), net in the Condensed Consolidated Statements of Earnings (Loss).

Note 16. Share Repurchase Programs

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of Coherent Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase any shares pursuant to this Program during the quarter ended December 31, 2022. As of December 31, 2022, the Company has cumulatively purchased 1,416,587 shares of Coherent Common Stock pursuant to the Program for approximately $22 million. The dollar value of shares as of December 31, 2022 that may yet be purchased under the Program is approximately $28 million.

Note 17. Accumulated Other Comprehensive Income

The changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of tax, for the six months ended December 31, 2022 were as follows ($000):


	Foreign Currency Translation Adjustment		Interest Rate Swap		Interest Rate Cap		Defined Benefit Pension Plan		Total Accumulated Other Comprehensive Income
AOCI - June 30, 2022	$	(34,572)	$	11,735	$	14,306	$	6,364	$	(2,167)
Other comprehensive income (loss) before reclassifications	99,664		17,973		15,921		442		134,000
Amounts reclassified from AOCI	—		(5,703)		—		—		(5,703)
Net current-period other comprehensive income (loss)	99,664		12,270		15,921		442		128,297
AOCI - December 31, 2022	$	65,092	$	24,005	$	30,227	$	6,806	$	126,130

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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 Consolidated Financial Statements and related notes included under Item 1 of this quarterly report. Coherent’s MD&A is presented in seven sections:

•Forward-Looking Statements

•Overview

•Acquisition and Background of Coherent, Inc.

•Critical Accounting Estimates

•COVID-19 Update

•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 Management's Discussion and Analysis of Financial Condition and Results of Operations 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 the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 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 industrial materials processing, optical communications, aerospace and defense, consumer electronics, semiconductor capital equipment, medical diagnostics and life sciences, automotive applications, machine tools, consumer goods and medical device manufacturing. 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.

The Company generates revenues, earnings and cash flows from developing, manufacturing and marketing a broad portfolio of products for our end markets. We also generate revenue, earnings and cash flows from government-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 industrial, optical communications, consumer electronics, security and monitoring applications, U.S. government prime contractors, and various U.S. government agencies.

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 competitor in all of our highly competitive markets. The Company may elect to change the way in which the Company operates or is organized in the future to enable the most efficient implementation of our strategy.

Acquisition and Background of Coherent, Inc.

The acquisition of Coherent, Inc. (“Legacy Coherent”), one of the world's leading providers of laser and optics-based product solutions, closed on July 1, 2022. For the full fiscal year 2023, Legacy Coherent will be included in the combined company and rebranded as the Lasers Segment. Legacy Coherent’s lasers and optics products serve industrial customers in semiconductor and display capital equipment, precision manufacturing and aerospace & defense, as well as instrumentation customers in life science and scientific instrumentation.

Legacy Coherent delivers systems to the world's leading brands, innovators, and researchers, all backed with a global service and support network. Since inception in 1966, Legacy Coherent has grown through internal organic expansion and through strategic acquisitions of complementary businesses, technologies, intellectual property, manufacturing processes, and product offerings.

The word "laser" is an acronym for "light amplification by stimulated emission of radiation." Lasers emit an intense output of light with unique and highly useful properties, of which its near perfect collimation (beam like property) is the most commonly known, as well usually being highly monochromatic at a precise wavelength (color). The name Coherent originates from another key property which is related to the synchronization of the phase of the light oscillations, known as Coherence. Therefore, lasers are many orders of magnitude brighter than any other optical source. Lasers also have the ability to be pulsed at almost any repetition rate, even beyond a billion times per second, and are the technology which underpins the global fiber optic communications network, as well as producing the shortest man-made pulses of any technology known.

As a result of their highly collimated beams, the light can be focused to a very small and intense spot or line, useful for applications requiring enough power to modify the target material, with very high precision through processes such as heat treating (annealing), welding or cutting almost any material. The laser's high spatial resolution is also useful for microscopic imaging and inspection applications, where the laser light is essentially a highly precise illumination source. These applications typically operate at lower powers, so as not to alter the physical property of the target material.

Lasers can produce the lasing action in the form of a gas, liquid, semiconductor, solid state crystal or fiber. Lasers can also be classified by their output wavelength: ultraviolet, visible, infrared or wavelength tunable. Legacy Coherent manufactures all of these laser types, in various options such as continuous wave, pulse duration, output power, and beam dimensions. Each application has its own specific requirements in terms of laser performance.

Legacy Coherent's key laser applications include: semiconductor wafer inspection; manufacturing of advanced printed circuit boards; flat panel display manufacturing; metal cutting and welding, including welding of electric vehicle batteries; manufacturing of medical devices; marking; medical; bio-instrumentation and imaging; and research and development. For example, UV lasers are enabling the continuous move towards miniaturization, which drives innovation and growth in many markets. In addition, the advent of industrial grade ultrafast lasers continues to open up new applications for laser processing.

Legacy Coherent's products are manufactured at sites in California, Oregon, Michigan, New Jersey, and Connecticut in the United States; Germany, Scotland, Finland, Sweden, Switzerland, and Spain in Europe; and South Korea, China, Singapore, and Malaysia in Asia. In addition, Legacy Coherent uses contract manufacturers in southeast Asia, Eastern Europe and the United States for the production of certain assemblies and turnkey solutions.

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 29, 2022 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Starting in the three months ended September 30, 2022, we assessed business combinations to be one of our critical accounting policies.

Business Combinations. Business combinations are accounted for using the purchase method of accounting. As such, assets acquired, including identified intangible assets, and liabilities assumed are recorded at their fair value, which often involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques, all of which are inherently subjective.

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.

COVID-19 Update

Our supply chain continues to show signs of improving after various measures were implemented in response to the COVID-19 pandemic. In certain cases, our suppliers have not had the materials, capacity or capability to supply us with the components necessary for continuing our manufacturing operations or development efforts at our normal levels or on predictable timing. Similarly, our customers have also experienced, and could continue to experience, disruptions in their operations, which may result in reduced, delayed, or canceled orders, and have increased collection risks, which may adversely affect our results of operations.

The full extent of the impact of the COVID-19 pandemic and the related responses on our operational and financial performance is improving. However, continued improvement will depend on many factors outside our control, including, without limitation, the duration and severity of the pandemic, the imposition of new and additional protective public safety measures, and the impact of the pandemic and related factors on the global economy as a whole and, in particular, demand for our products. Due to these uncertainties, we cannot reasonably estimate the related impact on us at this time.

For additional information regarding the risks that we face as a result of the COVID-19 pandemic, please see Item 1A. Risk Factors in Part I of the Annual Report on Form 10-K filed on August 29, 2022. Further, to the extent that the COVID-19 pandemic adversely affects our business and financial results, it also may have the effect of heightening many of the other risks described in the risk factors in Item 1A of the Annual Report on Form 10-K filed on August 29, 2022.

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 and six months ended December 31, 2022 and 2021 ($ in millions):


	Three Months Ended December 31, 2022				Three Months Ended December 31, 2021
			% of Revenues				% of Revenues
Total revenues	$	1,370	100	%	$	807	100	%
Cost of goods sold	959		70		496		61
Gross margin	411		30		311		39
Operating expenses:
Internal research and development	129		9		95		12
Selling, general and administrative	274		20		118		15
Interest and other, net	75		5		19		2
Earnings (loss) before income taxes	(66)		(5)	%	79		10
Income taxes	(21)		(2)	%	12		1
Net earnings (loss)	$	(45)	(3)	%	$	68	8	%

Diluted earnings (loss) per share	$	(0.58)			$	0.44


	Six Months Ended December 31, 2022				Six Months Ended December 31, 2021
			% of Revenues				% of Revenues
Total revenues	$	2,715	100	%	$	1,602	100	%
Cost of goods sold	1,860		69		984		61
Gross margin	855		31		618		39
Operating expenses:
Internal research and development	250		9		184		12
Selling, general and administrative	554		20		240		15
Interest and other, net	168		6		24		1
Earnings (loss) before income taxes	(117)		(4)	%	170		11
Income taxes	(34)		(1)	%	28		2
Net earnings (loss)	$	(84)	(3)	%	$	142	9	%

Diluted earnings (loss) per share	$	(1.14)			$	0.94

Consolidated

Revenues. Revenues for the three months ended December 31, 2022 increased 70% to $1,370 million, compared to $807 million for the same period last fiscal year. Revenues for the six months ended December 31, 2022 increased 69% to $2,715 million, compared to $1,602 million for the same period last fiscal year. The majority of the increase in revenue for both the three and six months ended December 31, 2022 is driven by the Lasers segment, which was acquired in our acquisition of Legacy Coherent, with the remaining contributions from both the Materials and Networking segments. Lasers revenue for the three months ended December 31, 2022 was $379 million, of which 75% was in the industrial end market and 25% in the instrumentation end market. Lasers revenue for the six months ended December 31, 2022 was $772 million, of which 76% was in the industrial end market and 24% in the instrumentation end market.

Organic revenue growth was $184 million, or 23%, year-over-year for the three months ended December 31, 2022. Networking increased $92 million year-over-year, with growth in both datacom and telecom. Materials contributed an additional $92 million year-over-year, with $114 million growth in the electronics end market from innovations in sensing products, partially offset by softer sales from the industrial end market.

Organic revenue growth was $341 million, or 21%, year-over-year for the six months ended December 31, 2022. Networking increased $158 million year-over-year, with growth in both datacom and telecom. Materials contributed an additional $184 million year-over-year, with $213 million growth in the electronics end market from innovations in sensing products, partially offset by softer sales from the industrial end market.

Gross margin. Gross margin for the three months ended December 31, 2022 was $411 million, or 30% of total revenues, compared to $311 million, or 39% of total revenues, for the same period last fiscal year, a decrease of 860 basis points. Gross margin for the six months ended December 31, 2022 increased to $855 million, or 31% of total revenues, compared to $618 million, or 39% of total revenues, for the same period last fiscal year, and decreased as a percent of revenue year-over-year by 710 basis points. The decrease as a percent of revenue for the three and six months ended December 31, 2022 was driven by $112 million and $158 million, respectively, of additional expense related to the preliminary fair value adjustment on acquired inventory from the acquisition of Legacy Coherent (“Merger”), as well as $6 million and $43 million, respectively, of incremental amortization expense related to technology acquired as a result of the Merger. Gross margins excluding the fair value adjustment on acquired inventory and incremental amortization were flat for both the three and six months ended December 31, 2022 compared to the prior year periods.

Internal research and development. Internal research and development (“IR&D”) expenses for the three months ended December 31, 2022 were $129 million, or 9% of revenues, compared to $95 million, or 12% of revenues, for the same period last fiscal year. IR&D for the six months ended December 31, 2022 increased 36% to $250 million, or 9% of revenues, compared to $184 million, or 12% of revenues, for the same period last fiscal year. The increase for the three and six months ended December 31, 2022 was driven by an additional $32 million and $62 million, respectively, of IR&D expenses from the Lasers segment. As a percent of sales, IR&D spend in the Materials segment decreased 4% and 5% for the three and six months ended December 31, 2022, respectively, compared to the prior year periods due to the launch of new products.

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended December 31, 2022 were $274 million, or 20% of revenues, compared to $118 million, or 15% of revenues, for the same period last fiscal year. SG&A expenses for the six months ended December 31, 2022 were $554 million, or 20% of revenues, compared to $240 million, or 15% of revenues, for the same period last fiscal year. The increase in SG&A as a percentage of revenue for the three months ended December 31, 2022 compared to the same period last fiscal year was primarily the result of incremental amortization expense of $80 million. The increase in SG&A as a percentage of revenue for the six months ended December 31, 2022 compared to the same period last fiscal year was primarily the result of incremental amortization expense of $104 million, additional one time-charges related to the Merger, including $38 million additional integration and restructuring, $19 million additional transaction fees and financing, and a one-time expense of $18 million related to share-based compensation resulting from the Merger.

Interest and other, net. Interest and other, net for the three months ended December 31, 2022 was expense of $75 million, compared to expense of $19 million for the same period last fiscal year, an increase of $56 million. Included in interest and other, net, was interest expense on borrowings, equity losses from unconsolidated investments, foreign currency gains and losses, amortization of debt issuance costs, and interest income on excess cash balances. For the three months ended December 31, 2022, the increase of $56 million in comparison to the same period last fiscal year was driven by $54 million of incremental interest expense due to the new debt assumed in the financing of the Merger and $7 million incremental foreign currency losses, partially offset by $2 million incremental interest income. Interest and other, net for the six months ended December 31, 2022 was expense of $168 million, compared to expense of $24 million for the same period last fiscal year, an increase of $145 million. The increase of $145 million in comparison to the same period last fiscal year was driven by $104 million incremental interest expense due to the new debt assumed in the financing of the Merger, $35 million incurred in the current year related to financing of the Merger and $9 million incremental net foreign currency losses, with a foreign currency gain of $5 million for the six months ended December 31, 2021 as compared to a foreign currency loss of $4 million for the current six-month period. The increases were partially offset by $2 million of incremental interest income.

Income taxes. The Company’s year-to-date effective income tax rate at December 31, 2022 was 29% compared to an effective tax rate of 16% for the same period in 2021. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to nondeductible expenses and tax rate differentials between U.S. and foreign jurisdictions.

Segment Reporting

Revenues and operating income for the Company’s reportable segments are discussed below. Operating income differs from net earnings in that operating income excludes certain operational expenses included in other expense (income) – net as reported. Management believes operating income 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 operating income to net earnings, which is incorporated herein by reference. Effective July 1, 2022, the Company is reporting its financial results in the following three designated segments: (i) Materials, (ii) Networking, and (iii) Lasers. Financial results in prior years had been reported in the following two segments: (i) Compound Semiconductors, and (ii) Photonic Solutions. The Materials segment represents the former Compound Semiconductors segment and the Networking segment represents the former Photonic Solutions segment. The Lasers segment represents Legacy Coherent. In addition, prior year numbers were recast to reflect the transfer of two entities between the Networking and Materials segments.

Networking ($ in millions)


	Three Months Ended December 31,				% Increase	Six Months Ended December 31,				% Increase
	2022		2021			2022		2021
Revenues	$	609	$	517	18%	$	1,205	$	1,048	15%
Operating income	$	90	$	50	79%	$	181	$	110	65%

Revenues for the three months ended December 31, 2022 increased 18% to $609 million, compared to $517 million for the same period last fiscal year. Revenues for the six months ended December 31, 2022 increased 15% to $1,205 million, compared to $1,048 million for the same period last fiscal year. The increases in revenue of $92 million and $158 million during the three and six months ended December 31, 2022, respectively, were primarily due to increased revenue year-over-year in the communications market driven by increased revenue in both telecom and datacom.

Operating income for the three months ended December 31, 2022 increased 79% to $90 million, compared to operating income of $50 million for the same period last fiscal year. Operating income for the six months ended December 31, 2022 increased 65% to $181 million, compared to operating income of $110 million for the same period last fiscal year. The increase in operating income for the three and six months ended December 31, 2022 was driven by strong sales, improved mix and the favorable impact of foreign currency.

Materials ($ in millions)


	Three Months Ended December 31,				% Increase (Decrease)	Six Months Ended December 31,				% Increase (Decrease)
	2022		2021			2022		2021
Revenues	$	382	$	290	32%	$	738	$	554	33%
Operating income	$	81	$	57	44%	$	157	$	103	52%

Revenues for the three months ended December 31, 2022 increased 32% to $382 million, compared to revenues of $290 million for the same period last fiscal year. Compared to the three months ended December 31, 2021, Materials contributed an additional $92 million year-over-year, with $114 million growth in the electronics end market from innovations in sensing products. The growth was partially offset by softer sales in aerospace and defense in the United States and slower sales in industrial China. Revenues for the six months ended December 31, 2022 increased 33% to $738 million, compared to revenues of $554 million for the same period last fiscal year. The increase in revenues of $184 million during the six months ended December 31, 2022 was primarily related to the increase in demand in the electronics end market from innovations in sensing products.

Operating income for the three months ended December 31, 2022 increased 44% to $81 million, compared to operating income of $57 million for the same period last fiscal year, primarily driven by strong sales, and the launch of a new product in the Consumer market, thereby reducing R&D expense year-over-year. Further, the Company has efficiently used the Corporate Center of Excellence, with corporate resources leveraged across each of our three segments. Operating income for the six months ended December 31, 2022 increased 52% to $157 million, compared to $103 million of operating income for the same period last fiscal year. The increase in operating income for both the three and six months ended December 31, 2022 was driven by strong sales, the launch of a new product in the Consumer market and improved operating expenses.

Lasers ($ in millions)


	Three Months Ended December 31,				% Increase (Decrease)	Six Months Ended December 31,				% Increase (Decrease)
	2022		2021			2022		2021
Revenues	$	379	$	—	N/A	$	772	$	—	N/A
Operating income	$	(163)	$	—	N/A	$	(287)	$	—	N/A

Revenues for the three months ended December 31, 2022 were $379 million, with 75% of revenues from the industrial end market and 25% from the instrumentation end market. Revenues for the six months ended December 31, 2022 were $772 million, with 76% of revenues from the industrial end market and 24% from the instrumentation end market.

Operating loss for the three months ended December 31, 2022 was $163 million. The loss was driven by $112 million of amortization of the preliminary fair value step-up on acquired inventory, $86 million of amortization expense related to the preliminary fair value of intangible assets acquired, and $12 million of integration costs. Operating loss for the six months ended December 31, 2022 was $287 million. The loss was driven by $158 million of amortization of the preliminary fair value step-up on acquired inventory, $149 million of amortization expense related to the preliminary fair value of intangible assets acquired, one-time charges of $39 million for transaction fees and financing, $35 million of integration costs, and $18 million of nonrecurring share based compensation.

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:

Sources (uses) of cash (millions):


	Six Months Ended December 31,
	2022		2021
Net cash provided by operating activities	$	300	$	240
Proceeds from long-term borrowings and revolving credit facility	3,715		—
Net proceeds from debt and equity issuances	1,358		990
Effect of exchange rate changes on cash and cash equivalents and other items	17		9
Proceeds from exercises of stock options and purchases of stock under employee stock purchase plan	8		8
Other items	(3)		(2)
Payments on Convertible Debt	(4)		(15)


Payment of dividends	(14)		(21)
Payments in satisfaction of employees' minimum tax obligations	(51)		(14)
Debt issuance costs	(127)		(6)
Additions to property, plant & equipment	(246)		(102)
Payments on existing debt	(1,130)		(31)
Purchases of businesses, net of cash acquired	(5,489)		—

Operating activities:

Net cash provided by operating activities was $300 million for the six months ended December 31, 2022 compared to $240 million of net cash provided by operating activities for the same period last fiscal year. The increase in cash flows provided by operating activities during the six months ended December 31, 2022 compared to the same period last fiscal year was primarily due to improved management of working capital accounts.

Investing activities:

Net cash used by investing activities was $5,737 million for the six months ended December 31, 2022, compared to net cash used of $102 million for the same period last fiscal year. In the three months ended September 30, 2022, $5.5 billion was used to fund the Merger. Cash used to fund capital expenditures increased by $144 million year-over-year, to continue to increase capacity to meet the growing demand for the Company’s product portfolio.

Financing activities:

Net cash provided by financing activities was $3,756 million for the six months ended December 31, 2022, compared to net cash provided by financing activities of $911 million for the same period last fiscal year. Cash inflow for the current period was from borrowings under the New Term Facilities, defined below, as well the net proceeds from the issuance of Coherent's Series B-2 Convertible Preferred Stock. Financing outflows included payments to settle the Company's existing senior credit facilities.

Senior Credit Facilities as of June 30, 2022

On July 1, 2022, the amounts outstanding under the Company's prior senior credit facilities were repaid in full using proceeds from the New Term Facilities (defined below).

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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. The Term A Facility and the Revolving Credit Facility each bear interest at LIBOR subject to a 0.00% 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 LIBOR plus 2.00% as of December 31, 2022. The Term B Facility bears interest at LIBOR (subject to a 0.50% floor) plus 2.75%. In relation to the Term Facilities, the Company incurred expense of $61 million and $114 million for the three and six months ended December 31, 2022, respectively, which is included in interest expense in the Consolidated Statements of Earnings (Loss). The definitive documentation for the Senior Credit Facilities includes customary LIBOR replacement provisions.

During the six months ended December 31, 2022, the Company made payments of $68 million for the Term Facilities, including a voluntary prepayment of $50 million, and we expect to pay down another $75 million in total during the rest of this fiscal year.

As of December 31, 2022, the Company had no borrowings outstanding under the Revolving Credit Facility. We repaid the $65 million that was borrowed in the three months ended September 30, 2022.

Our cash position, borrowing capacity and debt obligations are as follows (in millions):


	December 31, 2022		June 30, 2022
Cash, cash equivalents, and restricted cash	$	913	$	2,582
Available borrowing capacity under New Revolving Credit Facility	350		450
Total debt obligations	4,498		2,300

On July 1, 2022, the Company utilized $2.1 billion of cash, cash equivalents, and restricted cash as part of the funding required to complete the Coherent acquisition. 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 internal research and development, and internal and external growth objectives at least through fiscal year 2023.

The Company’s cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of December 31, 2022, the Company held approximately $653 million of cash and cash equivalents outside of the United States. Cash balances held outside the United States could be repatriated to the United States.

At December 31, 2022, we had $21 million of restricted cash.

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISKS

The Company is exposed to market risks arising from adverse changes in foreign currency exchange rates. In the normal course of business, the Company uses a variety of techniques and derivative financial instruments as part of its 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 December 31, 2022, the Company’s total borrowings include variable rate borrowings, which expose the Company to changes in interest rates. On November 24, 2019, the Company entered into an interest rate swap contract to limit the exposure of its variable interest rate debt by effectively converting it to fixed interest rate debt. If the Company had not effectively hedged its 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 $12 million for both the three and six months ended December 31, 2022, respectively.

On February 23, 2022, the Company entered into an interest rate cap (the "Cap"), with an effective date of July 1, 2023. As the Cap is not effective until July 2023, there is no impact on variable rate borrowings from the Cap for the three and six months ended December 31, 2022.

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 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

In July 2022, we completed the acquisition of Legacy Coherent. We are in the process of integrating Legacy Coherent into our systems and control environment as of December 31, 2022. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration. Other than the impact of this business acquisition, 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.

Legacy Coherent’s operations are included in the Company’s unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for the entire period from July 1, 2022 to December 31, 2022 and represented 59% of the Company’s consolidated total assets as of December 31, 2022 and 28% of the Company’s consolidated total revenues for the three months ended December 31, 2022.

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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 factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2022, 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.

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Item 6. EXHIBITS

Incorporated by reference herein

Exhibit Numbers

Form

Exhibit No.

Filing Date

File No.

31.01*

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

31.02*

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002

32.01*

Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02*

Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Filed herewith

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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: February 8, 2023	By:	/s/ Vincent D. Mattera, Jr.
		Vincent D. Mattera, Jr Chief Executive Officer

Date: February 8, 2023	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond Chief Financial Officer and Treasurer