Coherent 10-Q 2024-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31, 2024

for the transition period from to .

Commission File Number: 001-39375

COHERENT CORP.

(Exact name of registrant as specified in its charter)

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:

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.

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 May 3, 2024, 152,461,013 shares of Common Stock, no par value, of the registrant were outstanding.

COHERENT CORP.

INDEX

PART I - FINANCIAL INFORMATION

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

See Notes to Condensed Consolidated Financial Statements*.*

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)

See Notes to Condensed Consolidated Financial Statements.

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss) (Unaudited)

($000, except per share data)

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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 Condensed 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

• Restructuring and Site Consolidation

• Silicon Carbide Investment

• Critical Accounting Estimates

• 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 MD&A 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 Item 1A in this Quarterly Report on Form 10-Q, the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 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 the industrial, communications, electronics, and instrumentation markets. 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.

We generate almost all of our revenues, earnings and cash flows from developing, manufacturing and marketing a broad portfolio of products and services for our end markets. We also generate revenue, earnings and cash flows from externally-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, electronics, and instrumentation markets.

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 player in all of our highly competitive markets. We may elect to change the way in which we operate or are organized in the future to enable the most efficient implementation of our strategy.

Restructuring and Site Consolidation

Restructuring Plan

On May 23, 2023, the Board of Directors approved the Company’s May 2023 Restructuring Plan which includes site consolidations, facilities moves and closures, as well as the relocation and requalification of certain manufacturing facilities. These restructuring actions are expected to be accompanied by other cost reductions and are intended to realign our cost structure as part of a transformation to a simpler, more streamlined, resilient and sustainable business model. In the three and nine months ended March 31, 2024, these activities resulted in charges of $12 million and $13 million, respectively, primarily for accelerated depreciation, employee termination costs, and the write-off of property and equipment. In fiscal 2023, these activities resulted in $119 million of charges primarily for employee termination costs and the write-off of property and equipment, net of $65 million from reimbursement arrangements. We expect the restructuring actions to be substantially completed by the end of fiscal 2025. However, the actual timing and costs associated with these restructuring actions may differ from our current expectations and estimates and such differences may be material. See Note 18. Restructuring and Synergy and Site Consolidation Plan to the Company’s Condensed Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for further information.

Synergy and Site Consolidation Plan

On May 20, 2023, the Company announced that it has accelerated some of the actions planned as part of its multi-year synergy and site consolidation efforts following the acquisition of Coherent, Inc., including site consolidations and relocations to lower cost sites. These relocations and other actions are expected to result in the Company achieving its previously announced $250 million synergy plan, which includes savings from supply chain management, internal supply of enabling materials and components, operational efficiencies in all functions due to scale, global functional model efficiencies and consolidation of corporate costs. In the three and nine months ended March 31, 2024, the acceleration of these activities resulted in $13 million and $29 million, respectively, of charges primarily for overlapping labor related to transition of manufacturing operations to other sites, shut down costs, accelerated depreciation and employee termination costs. In fiscal 2023, the acceleration of these activities resulted in $20 million of charges primarily for employee termination costs, the write-off of inventory for products that are being exited and shut down costs. See Note 18. Restructuring and Synergy and Site Consolidation Plan to the Company’s Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

Silicon Carbide Investment

On May 10, 2023, the Company announced that it has commenced a review of strategic alternatives for its Silicon Carbide business. On December 4, 2023, Silicon Carbide LLC (“Silicon Carbide”), one of the Company’s subsidiaries, completed the sale of Class A Common Units to Denso Corporation (“Denso”) and Mitsubishi Electric Corporation (“MELCO”), under which they collectively invested an aggregate of $1 billion in Silicon Carbide LLC (collectively, the “Equity Investments”). As a consequence of the Equity Investments, the Company’s ownership interest in the Class A Common Units of Silicon Carbide LLC was reduced to approximately 75%. Denso and MELCO each, individually, own approximately 12.5% of the Class A Common Units of Silicon Carbide LLC. The Equity Investments in Silicon Carbide enables Coherent to increase its available free cash flow to provide greater financial and operational flexibility to execute its capital allocation priorities, as the aggregate $1 billion investment will be used to fund future capital expansion of Silicon Carbide. See Note 11. Noncontrolling Interests included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the noncontrolling interests in our Silicon Carbide LLC (“Silicon Carbide”) subsidiary.

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 18, 2023 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

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.

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 nine months ended March 31, 2024 and 2023 ($ in millions) (1):

(1) Some amounts may not add due to rounding.

(1) Some amounts may not add due to rounding.

Consolidated

Revenues. Revenues for the three months ended March 31, 2024 decreased 3% to $1,209 million, compared to $1,240 million for the same period last fiscal year. Revenues decreased $65 million, or 47%, in the electronics market, primarily from lower volumes in the consumer electronics vertical largely due to a design change implemented by a significant electronics customer but also in the automotive vertical due to a power failure impacting our production, resulting in lower shipments. Revenues decreased $26 million, or 21%, in the instrumentation market due to decreased volumes in the life sciences vertical where we see continued inventory digestion by our customers. In addition, revenues decreased in the industrial market by $17 million, or 4%, due to decreased shipment volumes in the precision manufacturing vertical derived from macroeconomic conditions. While the near-term outlook for our industrial business remains challenged by the macroeconomic backdrop, we saw signs of demand recovery in the third quarter and we had strong double-digit order growth for our display vertical. The decreases were partially offset by an increase of $77 million (14%) in the communications market, primarily due to increased volumes in the datacom vertical driven by increased AI-related datacom transceivers shipments, partially offset by decreased volumes in the telecom vertical as our communications service provider customers continue to work down their inventory levels with reduced capital spending in the macroeconomic slowdown.

From a segment perspective, Materials revenues decreased $85 million year-over-year, primarily due to lower volumes for sensing products and other consumer applications in the consumer electronics vertical within the electronics market due to the design change referenced above, along with lower smartphone sales. Lasers revenue decreased $14 million year-over-year due to lower volumes from the life sciences vertical in the instrumentation market partially offset by higher shipments in the semiconductor and display capital equipment vertical in the industrial market. Networking revenues increased $68 million year-over-year, with increased volumes from the datacom vertical partially offset by decreases in the telecom vertical, both in our communications market.

Revenues for the nine months ended March 31, 2024 decreased 14% to $3,393 million, compared to $3,955 million for the same period last fiscal year. Revenues decreased in all four markets, with the largest decline, $267 million, or 51%, in the electronics market, primarily from lower volumes in the consumer electronics vertical, largely due to a design change implemented by a significant electronics customer. In addition, revenues decreased $128 million, or 7%, in the communications market, primarily due to decreased volumes in the telecom vertical as our communications service provider customers continued to work down their inventory levels with reduced capital spending, partially offset by increased shipments in the datacom vertical driven by increased AI-related datacom shipments. Revenues decreased in the industrial market by $101 million, or 7%, due to decreased shipments in precision manufacturing and semiconductor capital equipment verticals primarily due to macroeconomic conditions and $66 million, or 18%, in the instrumentation market due to decreased volumes in the life sciences vertical due to continued inventory digestion by our customers.

From a segment perspective, Materials decreased $325 million year-over-year, primarily due to lower demand for sensing products and other consumer applications in the consumer electronics vertical within the electronics market for the reasons discussed above. Networking revenues decreased $140 million year-over-year, with decreases from the telecom vertical partially offset by increases in the datacom vertical, both in our communications market, for the reasons discussed above. Lasers revenue decreased $97 million year-over-year due to lower demand in the life sciences vertical in the instrumentation market and semiconductor and display capital equipment and precision manufacturing verticals in the industrial end market.

Gross margin. Gross margin for the three months ended March 31, 2024 was $366 million, or 30% of total revenues, compared to $420 million, or 34% of total revenues, for the same period last fiscal year, a decrease of 360 basis points. The decrease as a percent of revenue for the three months ended March 31, 2024 was primarily due to lower revenues for the reasons discussed above, lower yields in the datacom vertical within the communications market due to production ramp challenges for new products, underutilized operating capacity in several plants, shut down costs related to site consolidations, higher inventory provisions and higher costs related to product lines that are being exited.

Gross margin for the nine months ended March 31, 2024 decreased to $1,024 million, or 30% of total revenues, compared to $1,275 million, or 32% of total revenues, for the same period last fiscal year, a decrease of 200 basis points. During the nine months ended March 31, 2023, the Company recorded $158 million in Cost of goods sold related to the fair value adjustment on acquired inventory from the Company’s acquisition of Coherent, Inc. (the “Merger”). Gross margin, excluding the fair value adjustment on acquired inventory, decreased 604 basis points for the nine months ended March 31, 2024 compared to the prior year period primarily due to lower revenues, less favorable sales mix especially in the datacom vertical in the communications market, underutilized operating capacity in several plants, shut down costs related to site consolidations, lower yields in the datacom vertical, higher costs related to product lines that are being exited, higher inventory provisions and the unfavorable foreign exchange rates.

Internal research and development. Internal research and development (“IR&D”) expenses for the three months ended March 31, 2024 were $127 million, or 11% of revenues, compared to $126 million, or 10% of revenues, for the same period last fiscal year. IR&D for the nine months ended March 31, 2024 decreased 6% to $352 million, or 10% of revenues, compared to $376 million, or 10% of revenues, for the same period last fiscal year. The slight increase for the three months ended March 31, 2024 was driven by higher variable compensation partially offset by lower costs due to the consolidation of sites and our cost containment efforts. The decrease for the nine months ended March 31, 2024 was in all three segments and was driven by lower costs due to the consolidation of sites and our efforts to control costs. The IR&D expenses are primarily related to our continued investment in new products and manufacturing processes across all of our businesses, including significant investments in indium phosphide semiconductor lasers, silicon carbide materials, devices for both power electronics and wireless devices, and lasers for display processing and semiconductor capital equipment.

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2024 were $205 million, or 17% of revenues, compared to $226 million, or 18% of revenues, for the same period last fiscal year. SG&A expenses for the nine months ended March 31, 2024 were $626 million, or 18% of revenues, compared to $781 million, or 20% of revenues, for the same period last fiscal year. The decrease in SG&A as a percentage of revenue for the three months ended March 31, 2024 compared to the same period last fiscal year was primarily the result of lower amortization expense of $21 million resulting both from the Merger and lower amortization for tradenames impaired in the fourth quarter of fiscal 2023, and $6 million lower share-based compensation as well as lower costs due to the consolidation of sites and our efforts to control costs, partially offset by the impact of lower revenues and higher variable compensation. The decrease in SG&A as a percentage of revenue for the nine months ended March 31, 2024 compared to the same period last fiscal year was the result of lower amortization expense of $64 million resulting from both the Merger and lower amortization for tradenames impaired in the fourth quarter of fiscal 2023, lower charges related to the Merger, including $39 million lower transaction fees and financing, lower one-time expense of $18 million related to share-based compensation resulting from the Merger and $12 million lower severance and integration consulting costs, as well as lower costs due to the consolidation of sites and our efforts to control costs, partially offset by the impact of lower revenues.

Restructuring charges. Restructuring charges related to our Restructuring Plan for the three and nine months ended March 31, 2024 were $12 million and $13 million, respectively, and consist of severance, accelerated depreciation, equipment write-offs and move costs due to the consolidation of certain manufacturing sites. See Note 18. Restructuring and Synergy and Site Consolidation Plan included in Item 1 of this Quarterly Report on Form 10-Q for further information.

Interest and other, net. Interest and other, net for the three months ended March 31, 2024 was expense of $54 million, compared to expense of $72 million for the same period last fiscal year, a decrease of $18 million. Included in interest and other, net, were interest expense on borrowings, foreign currency gains and losses, amortization of debt issuance costs, equity gains and losses from unconsolidated investments, and interest and dividend income on excess cash balances. For the three months ended March 31, 2024, the decrease of $18 million in comparison to the same period last fiscal year was driven by $15 million incremental interest and dividend income due to increases in interest rates earned on investments as well as the increase in restricted cash balances, $3 million higher gains on deferred compensation plan assets and $2 million lower interest expense primarily due to the higher interest expense benefit from our interest rate cap and swap partially offset by $2 million higher foreign exchange losses. Interest and other, net for the nine months ended March 31, 2024 was expense of $190 million, compared to expense of $240 million for the same period last fiscal year, a decrease of $50 million. The decrease of $50 million in comparison to the same period last fiscal year was driven by $35 million incurred in the prior year related to financing of the Merger and $25 million incremental interest income due to increases in interest rates earned on investments as well as the increase in restricted cash balances. The decreases were partially offset by $13 million incremental interest expense due to higher interest rates on our Term facilities, net of higher benefit from our interest rate cap and swap.

Income taxes. The Company’s year-to-date effective income tax rate at March 31, 2024 was 29% compared to an effective tax rate of 33% for the same period in 2023. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were due to tax rate differentials between U.S. and foreign jurisdictions.

Net loss attributable to noncontrolling interests. Net loss attributable to noncontrolling interests for the three and nine months ended March 31, 2024 was $3 million and $4 million, respectively, and represents the noncontrolling interest holders’ shares of losses of Silicon Carbide LLC after the close of the transaction on December 4, 2023. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.

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. We report our financial results in the following three designated segments: (i) Networking, (ii) Materials, and (iii) Lasers.

Networking ($ in millions)

Revenues for the three months ended March 31, 2024 increased 12% to $619 million, compared to $551 million for the same period last fiscal year. Revenues for the nine months ended March 31, 2024 decreased 8% to $1,616 million, compared to $1,756 million for the same period last fiscal year. The increase in revenue of $68 million during the three months ended March 31, 2024 was primarily due to increases in the communications market resulting from increased volumes in the datacom vertical driven by increased AI-related datacom transceivers shipments partially offset by decreased shipments in the telecom vertical as our communications service provider customers continue to work down their inventory levels with reduced capital spending. The decrease in revenues of $140 million during the nine months ended March 31, 2024 was primarily due to decreased volumes year-over-year in the telecom vertical as our communications service provider customers continue to work down their inventory levels with reduced capital spending, partially offset by increases in the datacom vertical driven by increased AI-related datacom transceivers shipments, both within the communications market.

Operating income for the three months ended March 31, 2024 increased 18% to $58 million, compared to operating income of $49 million for the same period last fiscal year. Operating income for the nine months ended March 31, 2024 decreased 47% to $122 million, compared to operating income of $230 million for the same period last fiscal year. The increase in operating income for the three months ended March 31, 2024 was driven by higher revenues, with flat margin as a percentage of sales, partially offset by $8 million higher integration related expenses. The decrease in operating income for the nine months ended March 31, 2024 was driven by $140 million lower revenues as well as lower margin percentage. The margin percentage was lower than the nine months ended March 31, 2023 due to less favorable sales mix in the datacom vertical, the impact of fixed manufacturing costs as a percentage of revenues on lower revenues in the telecom vertical, lower yields in the datacom vertical and higher inventory provisions related to products that are being exited.

Materials ($ in millions)

Revenues for the three months ended March 31, 2024 decreased 26% to $239 million, compared to revenues of $324 million for the same period last fiscal year. Compared to the three months ended March 31, 2023, Materials decreased $85 million year-over-year, with a decrease of $64 million in the electronics market due to lower volumes in our consumer electronics vertical largely due to a design change implemented by a significant electronics customer but also in the automotive vertical due to a power failure impacting our production, resulting in lower shipments, as well as a decrease of $22 million in the industrial market derived from macroeconomic conditions. Revenues for the nine months ended March 31, 2024 decreased 31% to $737 million, compared to revenues of $1,062 million for the same period last fiscal year. The decrease in revenues of $325 million during the nine months ended March 31, 2024 was primarily related to a decrease of $262 million in the electronics market mostly due to lower volumes in our consumer electronics vertical largely due to a design change implemented by a significant electronics customer, partially offset by higher shipments in our automotive vertical driven by electric vehicles, as well as decreases in shipments to a lesser extent derived from macroeconomic conditions in our precision manufacturing vertical in the industrial market.

Operating income for the three months ended March 31, 2024 decreased 88% to $8 million, compared to operating income of $68 million for the same period last fiscal year, primarily driven by $85 million lower revenues and higher restructuring charges, underutilized operating capacity in several plants and shut down costs related to site consolidations. Operating income for the nine months ended March 31, 2024 decreased 89% to $25 million, compared to $225 million of operating income for the same period last fiscal year. The decrease in operating income for the nine months ended March 31, 2024 was driven by $325 million lower revenues and lower margin percentage. The margin percentage was lower than the nine months ended March 31, 2023 due to unfavorable impact of fixed manufacturing costs with lower revenues, higher cost product built and capitalized in prior periods being expensed, underutilized operating capacity in several plants and shut down costs related to site consolidations.

Lasers ($ in millions)

Revenues for the three months ended March 31, 2024 decreased 4% to $351 million, compared to revenues of $365 million for the same period last fiscal year. The decrease was primarily due to $21 million lower shipments to the life sciences vertical in the instrumentation market where we see continued inventory digestion by our customers, partially offset by $7 million higher shipments to the industrial market due to higher demand in our semiconductor and display capital equipment vertical. Revenues for the nine months ended March 31, 2024 decreased 9% to $1,040 million, compared to revenues of $1,137 million for the same period last fiscal year. The decrease was primarily due to a $50 million drop in the industrial market due to lower volumes in our semiconductor and display capital equipment and precision manufacturing verticals due to macroeconomic conditions, and $47 million lower shipments to the instrumentation market, primarily in the life sciences vertical where we see continued inventory digestion by our customers.

Operating loss for the three months ended March 31, 2024 decreased 12% to $44 million, compared to an operating loss of $50 million for the same period last fiscal year. The lower operating loss was partially driven by $15 million lower costs in the current year quarter compared to the prior year quarter related to the Merger, including $19 million lower amortization expense related to the fair value of intangible assets acquired, partially offset by $5 million higher integration costs. Excluding the lower Merger related costs, operating income for the three months ended March 31, 2024 decreased $9 million primarily due to lower revenues and lower gross margin percentage due to less favorable mix within the instrumentation market and the unfavorable impact of higher inventory provisions partially offset by lower share based compensation. Operating loss for the nine months ended March 31, 2024 decreased 66% to $114 million, compared to an operating loss of $337 million for the same period last fiscal year. The lower operating loss was driven by $277 million lower costs in the current year compared to the prior year related to the Merger, including $158 million lower amortization of the fair value step-up on acquired inventory, $60 million lower amortization expense related to the fair value of intangible assets acquired, $39 million lower transaction fees and financing, $18 million lower nonrecurring share-based compensation and $2 million lower integration costs. Excluding the lower Merger related costs, operating income for the nine months ended March 31, 2024 decreased $54 million primarily due to lower revenues and lower gross margin percentage, due to less favorable mix within the industrial and instrumentation markets, the unfavorable impact of fixed manufacturing costs with lower revenues and higher inventory provisions.

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):

Operating activities:

Net cash provided by operating activities was $383 million for the nine months ended March 31, 2024 compared to $452 million of net cash provided by operating activities for the same period last fiscal year. The decrease in cash flows provided by operating activities during the nine months ended March 31, 2024 compared to the same period last fiscal year was primarily due to higher losses net of non-cash adjustments, and was partially offset by improved management of working capital accounts, in particular accounts payable.

Investing activities:

Net cash used in investing activities was $249 million for the nine months ended March 31, 2024, compared to net cash used of $5.8 billion 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 decreased by $96 million year-over-year.

Financing activities:

Net cash provided by financing activities was $820 million for the nine months ended March 31, 2024, compared to net cash provided by financing activities of $3.7 billion for the same period last fiscal year. Financing inflows in the current year period included the $1.0 billion contribution from noncontrolling interests and proceeds from employee stock purchases, partially offset by payments on existing debt and equity issuance costs related to the contribution from noncontrolling interests. Cash inflow for the prior year-to-date period was from borrowings under the Term Facilities, defined below, as well the net proceeds from the issuance of Coherent’s Series B-2 Convertible Preferred Stock. Financing outflows for the prior year-to-date period included payments to settle the Company’s existing senior credit facilities.

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. On March 31, 2023, Coherent entered into Amendment No. 1 to the Credit Agreement, which replaced the adjusted LIBOR-based rate of interest therein with an adjusted Secured Overnight Financing Rate (“SOFR”) based rate of interest. As amended, the Term A Facility and the Revolving Credit Facility each bear interest at an adjusted SOFR rate subject to a 0.10% 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 adjusted SOFR plus 2.00% as of March 31, 2024. As amended, the Term B Facility bears interest at an adjusted SOFR rate (subject to a 0.50% floor) plus 2.75% as of March 31, 2024. On April 2, 2024, Coherent entered into Amendment No. 2 to the Credit Agreement, under which the principal amount of term B loans outstanding under the Credit Agreement (the “Existing Term B Loans”) were replaced with an equal amount of new term loans (the “New Term B Loans”) having substantially similar terms as the Existing Term B Loans, except with respect to the interest rate applicable to the New Term B Loans and certain other provisions. As further amended, the New Term B Loans will bear interest at an adjusted SOFR rate (subject to a 0.50% floor) plus 2.50% as of April 2, 2024. The maturity of the New Term Loans and revolving credit facility remains unchanged. In relation to the Term Facilities, the Company incurred expense of $59 million and $181 million, respectively, for the three and nine months ended March 31, 2024, which is included in interest expense in the Condensed Consolidated Statements of Earnings (Loss). On July 1, 2023, our interest rate cap became effective, which together with our interest rate swap, reduced interest expense by $11 million and $34 million, respectively, during the three and nine months ended March 31, 2024.

During the nine months ended March 31, 2024, the Company made payments of $163 million for the Term Facilities, including voluntary payments of $110 million.

As of March 31, 2024, the Company had no borrowings outstanding under the Revolving Credit Facility.

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

Other Liquidity

On December 4, 2023, the Company consummated two investment agreements under which Silicon Carbide LLC, a Company subsidiary received $1.0 billion cash in exchange for 25% of the equity of that entity. Such funds will be used primarily to fund future capital expansion, including the previously-announced capital that Coherent intended to invest in its silicon carbide business. As a result, the transaction is enabling Coherent to allocate the capital it had intended to invest in this business unit to other corporate purposes, thus increasing its available free cash flow which will provide greater financial and operational flexibility. See Note 11. Noncontrolling Interests included in Item 1 of this Quarterly Report on Form 10-Q for further information.

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 IR&D, and internal and external growth objectives at least through the next twelve months.

Our cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of March 31, 2024, the Company held approximately $764 million of cash, cash equivalents and restricted cash outside of the United States. Generally, cash balances held outside the United States could be repatriated to the United States.

At March 31, 2024, we had $894 million of restricted cash, which includes $889 million at our Silicon Carbide LLC that is restricted for use by only that subsidiary.

MARKET RISKS

We are exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates. In the normal course of business, we use a variety of techniques and derivative financial instruments as part of our overall risk management strategy, which is primarily focused on its exposure in relation to the Chinese Renminbi, Euro, Swiss Franc, Japanese Yen, Singapore Dollar, Korean Won and Malaysian Ringgit. No significant changes have occurred in the techniques and instruments used.

Interest Rate Risks

As of March 31, 2024, our total borrowings include variable rate borrowings, which expose us to changes in interest rates. In November 2019, we entered into an interest rate swap contract, amended on March 20, 2023, to limit the exposure of our variable interest rate debt by effectively converting a portion of interest payments to fixed interest rate debt. On February 23, 2022, we entered into an interest rate cap (the “Cap”), amended on March 20, 2023, with an effective date of July 1, 2023. If we had not effectively hedged our 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 $8 million and $25 million, respectively, for the three and nine months ended March 31, 2024.

Evaluation of Disclosure Controls and Procedures

The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Interim 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 Interim 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

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.

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.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2023 and additional risk factors that may be identified from time to time in filings of the Company, 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.

During the three months ended March 31, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted, modified or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408 of Regulation S-K.

• Filed herewith

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.