iivi-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024


☐			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

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COHERENT CORP.

(Exact name of registrant as specified in its charter)

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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	New York Stock Exchange

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 ☒

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

At November 4, 2024, 154,663,982 shares of Common Stock, no par value, of the registrant were outstanding.

Table of Contents

COHERENT CORP.

INDEX


		Page No.

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets – September 30, 2024 and June 30, 2024 (Unaudited)	3
	Condensed Consolidated Statements of Earnings (Loss) – Three Months Ended September 30, 2024 and 2023 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended September 30, 2024 and 2023 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows – Three Months Ended September 30, 2024 and 2023 (Unaudited)	6
	Condensed Consolidated Statements of Equity and Mezzanine Equity – Three Months Ended September 30, 2024 and 2023 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

($000)


	September 30, 2024		June 30, 2024
Assets
Current Assets
Cash and cash equivalents	$	1,019,648	$	926,033
Restricted cash, current	51,417		174,008
Accounts receivable - less allowance for doubtful accounts of $8,625 at September 30, 2024 and $9,511 at June 30, 2024	819,712		848,542
Inventories	1,386,149		1,286,404
Prepaid and refundable income taxes	25,245		26,909
Prepaid and other current assets	328,116		398,203
Total Current Assets	3,630,287		3,660,099
Property, plant & equipment, net	1,875,314		1,817,259
Goodwill	4,595,643		4,464,329
Other intangible assets, net	3,514,687		3,503,247
Deferred income taxes	53,550		40,966
Restricted cash, non-current	711,393		689,645
Other assets	318,426		313,089
Total Assets	$	14,699,300	$	14,488,634
Liabilities, Mezzanine Equity and Equity
Current Liabilities
Current portion of long-term debt	$	69,928	$	73,770
Accounts payable	689,672		631,548
Accrued compensation and benefits	196,993		212,458
Operating lease current liabilities	41,890		40,580
Accrued income taxes payable	101,829		90,705
Other accrued liabilities	257,678		294,706
Total Current Liabilities	1,357,990		1,343,767
Long-term debt	3,918,841		4,026,448
Deferred income taxes	751,138		784,374
Operating lease liabilities	176,442		162,355
Other liabilities	226,290		225,411
Total Liabilities	6,430,701		6,542,355
Mezzanine Equity
Series B redeemable convertible preferred stock, no par value, 5% cumulative; issued - 215,000 shares at September 30, 2024 and June 30, 2024; redemption value - $2,458,208 and $2,427,860, respectively	2,396,605		2,364,772
Shareholders' Equity

Common stock, no par value; authorized - 300,000,000 shares; issued - 170,543,560 shares at September 30, 2024; 168,406,323 shares at June 30, 2024	4,913,672		4,857,657
Accumulated other comprehensive income (AOCI)	273,453		2,640
Retained earnings	658,997		664,940
	5,846,122		5,525,237
Treasury stock, at cost; 16,027,905 shares at September 30, 2024 and 15,626,740 shares at June 30, 2024	(345,045)		(315,122)
Total Coherent Corp. Shareholders’ Equity	5,501,077		5,210,115
Noncontrolling interests (NCI)	370,917		371,392
Total Equity	5,871,994		5,581,507
Total Liabilities, Mezzanine Equity and Equity	$	14,699,300	$	14,488,634

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)


	Three Months Ended September 30,
	2024		2023
Revenues	$	1,348,135	$	1,053,083

Costs, Expenses, and Other Expense (Income)
Cost of goods sold	888,003		746,188
Research and development	131,602		113,488
Selling, general and administrative	228,968		211,697
Restructuring charges	24,364		3,018
Interest expense	66,644		73,258
Other income, net	(10,749)		(6,269)
Total Costs, Expenses, & Other Expense	1,328,832		1,141,380

Earnings (Loss) Before Income Taxes	19,303		(88,297)

Income Tax Benefit	(5,558)		(20,763)

Net Earnings (Loss)	24,861		(67,534)
Net Loss Attributable to Noncontrolling Interests	(1,026)		—
Net Earnings (Loss) Attributable to Coherent Corp.	25,887		(67,534)
Less: Dividends on Preferred Stock	31,833		30,173
Net Loss Available to the Common Shareholders	$	(5,946)	$	(97,707)

Basic Loss Per Share	$	(0.04)	$	(0.65)

Diluted Loss Per Share	$	(0.04)	$	(0.65)

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

Coherent Corp. and Subsidiaries

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

($000)


	Three Months Ended September 30,
	2024		2023
Net Earnings (Loss)	$	24,861	$	(67,534)
Other Comprehensive Income (Loss):
Foreign currency translation adjustments	290,274		(107,903)
Change in fair value of interest rate swap, net of taxes of $1,671 for the three months ended September 30, 2024; and $(1,277) for the three months ended September 30, 2023	3,401		(4,662)
Change in fair value of interest rate cap, net of taxes of $(6,068) for the three months ended September 30, 2024; and $2,145 for the three months ended September 30, 2023	(22,156)		7,600
Pension adjustment, net of taxes of $0 for the three months ended September 30, 2024 and September 30, 2023	(155)		291
Comprehensive Income (Loss)	296,225		(172,208)
Comprehensive Loss Attributable to Noncontrolling Interests	(1,026)		—
Foreign Currency Translation Adjustments Attributable to Noncontrolling Interests	551		—
Comprehensive Income (Loss) Attributable to Coherent Corp.	$	296,700	$	(172,208)

SEC Form 10-Q filed by Coherent Corp.