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Coherent Acquisition (Tables) | 12 Months Ended
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Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Fair Value of Consideration Paid for Acquisition | The total fair value of consideration paid in connection with the acquisition of Coherent, Inc. consisted of the following (in $000):
| 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 |
Allocation of Purchase Price of Assets Acquired and Liabilities Assumed | Our final allocation of the purchase price of Legacy Coherent, based on the estimated fair value of the assets acquired and liabilities assumed as of the Closing Date, is as follows (in $000):
|  | Final Purchase Price Allocation
|  | Previously Reported September 30, 2022 |  |  |  | Measurement Period Adjustments (i) |  | As Adjusted
Assets |  |  |  |  |  |  |  |
Current Assets |  |  |  |  |  |  |  |
Cash, cash equivalents, and restricted cash |  | $ | 393,324 |  |  |  |  | $ | — |  |  | $ | 393,324 |
Accounts receivable |  | 270,928 |  |  |  |  | — |  |  | 270,928 |
Inventories (ii) |  | 497,345 |  |  |  |  | 65,539 |  |  | 562,884 |
Prepaid and refundable income taxes (iii) |  | 8,869 |  |  |  |  | (4,037) |  |  | 4,832 |
Prepaid and other current assets (iv) |  | 41,467 |  |  |  |  | (3,662) |  |  | 37,805 |
Total Current Assets |  | 1,211,933 |  |  |  |  | 57,840 |  |  | 1,269,773 |
Property, plant & equipment, net (v) |  | 424,228 |  |  |  |  | 16,704 |  |  | 440,932 |
Deferred income taxes (iii) |  | 1,115 |  |  |  |  | (879) |  |  | 236 |
Other assets (iv) |  | 102,726 |  |  |  |  | 3,662 |  |  | 106,388 |
Other intangible assets, net (vi) |  | 2,425,454 |  |  |  |  | 1,079,546 |  |  | 3,505,000 |
Goodwill |  | 4,005,727 |  |  |  |  | (830,743) |  |  | 3,174,984 |
Total Assets |  | $ | 8,171,183 |  |  |  |  | $ | 326,130 |  |  | $ | 8,497,313 |
Liabilities |  |  |  |  |  |  |  |
Current Liabilities |  |  |  |  |  |  |  |
Current portion of long-term debt |  | $ | 4,504 |  |  |  |  | $ | — |  |  | $ | 4,504 |
Accounts payable |  | 116,754 |  |  |  |  | — |  |  | 116,754 |
Accrued compensation and benefits (vii) |  | 60,596 |  |  |  |  | (1,965) |  |  | 58,631 |
Operating lease current liabilities |  | 13,002 |  |  |  |  | — |  |  | 13,002 |
Accrued income taxes payable (iii) |  | 16,936 |  |  |  |  | 8,116 |  |  | 25,052 |
Other accrued liabilities (vii) |  | 136,042 |  |  |  |  | 2,882 |  |  | 138,924 |
Total Current Liabilities |  | 347,834 |  |  |  |  | 9,033 |  |  | 356,867 |
Long-term debt |  | 22,991 |  |  |  |  | — |  |  | 22,991 |
Deferred income taxes (iii) |  | 563,824 |  |  |  |  | 313,774 |  |  | 877,598 |
Operating lease liabilities |  | 43,313 |  |  |  |  | — |  |  | 43,313 |
Other liabilities (vii) |  | 97,438 |  |  |  |  | 3,323 |  |  | 100,761 |
Total Liabilities |  | $ | 1,075,400 |  |  |  |  | $ | 326,130 |  |  | $ | 1,401,530 |
Final aggregate acquisition consideration |  | $ | 7,095,783 |  |  |  |  | $ | — |  |  | $ | 7,095,783 |
(i) We recorded measurement period adjustments to our preliminary acquisition date fair values due to the refinement of our valuation models, assumptions and inputs. The following measurement period adjustments were based upon information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the measurement of the amounts recognized at that date. (ii) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s inventories at a fair value of approximately $563 million, an increase of $66 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statement of Earnings (Loss) for the year ended June 30, 2023 includes cost of goods sold of approximately $158 million related to the increased basis in the fair value compared to the carrying value. The costs are being amortized over the expected period during which the acquired inventory is sold and thus are not anticipated to affect the Consolidated Statements of Earnings (Loss) beyond twelve months after the Closing Date. (iii) We have adjusted our prepaid and refundable income taxes, deferred tax asset, income taxes payable and deferred tax liability positions as of June 30, 2023, to $5 million, $0 million, $25 million and $878 million, respectively, as a result of measurement period adjustments. (iv) We recorded approximately $4 million of decreases in prepaid and other current assets and $4 million of increases in other assets as measurement period adjustments. (v) The Consolidated Balance Sheet has been adjusted to record Legacy Coherent’s property, plant and equipment (consisting of land, buildings and improvements, equipment, furniture and fixtures, and leasehold improvements) at a fair value of approximately $441 million, an increase of $17 million from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. The Consolidated Statements of Earnings (Loss) have been adjusted to recognize additional depreciation expense related to the increased basis. The additional depreciation expense is computed with the assumption that the various categories of assets will be depreciated over their remaining useful lives on a straight-line basis. (vi) Identifiable intangible assets in the Consolidated Balance Sheet increased $1.1 billion from the preliminary fair value reported at September 30, 2022 with a corresponding decrease to goodwill. Intangibles amortization recorded in cost of goods sold for the year ended June 30, 2023 was $87 million. Intangibles amortization recorded in SG&A expenses for the year ended June 30, 2023 was $209 million. Identifiable intangible assets consist of the following and are being amortized over their estimated useful lives in the Consolidated Statements of Earnings (Loss) (in $000):
|  | Fair 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 |  |
(vii) We recorded approximately $3 million of increases in other accrued liabilities, $2 million of decreases in accrued compensation and benefits and $3 million of increases in other liabilities as measurement period adjustments.
Unaudited Supplemental Pro Forma Financial Information | The unaudited supplemental pro forma financial information for the periods presented is as follows (in $000):
| Year Ended June 30, 2023 |  | Year Ended June 30, 2022
Revenue | $ | 5,160,100 |  |  | $ | 4,837,103 |
Net Earnings (Loss) | 105,849 |  |  | (289,615) |

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- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-3 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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