ACQUISITION OF COHERENT

Made public by

sourced by PitchSend

13 of 44

Creator

Coherent logo
Coherent

Category

Technology

Published

JUNE 2020

Slides

Transcriptions

#1INVESTOR PRESENTATION August 2023 Copyright 2023, Coherent. All rights reserved. COHERENT#2FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements relating to future events and expectations, including our expectations (i) for our future financial and operational results (including expectations for future growth); (ii) regarding capital expenditures and the results of investments in research and design; (iii) regarding electricity consumption from renewable sources; (iv) regarding growth in the markets we serve including industrial, communications, electronics, and instrumentation; (v) regarding the growth in the datacom transceiver global market and opportunity by laser type; (vi) regarding our capitalization for future growth; (vii) regarding value creation from cost synergies; (viii) regarding cost reductions from restructuring actions; and (ix) regarding floating rate debt exposure reduction, each of which, is based on certain assumptions and contingencies. The forward-looking statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company's performance on a going-forward basis. The forward-looking statements in this investor presentation involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it in this presentation have a reasonable basis, but 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 presentation include but are not limited to: (i) the failure of any one or more of the assumptions stated herein to prove to be correct; (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 additional risk factors that may be identified from time to time in filings of the Company; (iii) the substantial indebtedness the Company incurred in connection with its acquisition of Coherent, Inc. (the "Transaction"), the need to generate sufficient cash flows to service and repay such debt and the Company's ability to generate sufficient funds to meet its anticipated debt reduction goals; (iv) the possibility that the Company may not be able to continue its integration progress on and/or take other restructuring actions, or otherwise be able to achieve expected synergies, operating efficiencies, including greater scale, focus, resiliency, and lower operating costs, and other benefits within the expected time-frames or at all and ultimately to successfully fully integrate the operations of Coherent, Inc. ("Coherent") with those of the Company; (v) the possibility that such integration and/or the restructuring actions may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Transaction and/or the restructuring actions; (vi) any unexpected costs, charges or expenses resulting from the Transaction and/or the restructuring actions; (vii) the risk that disruption from the Transaction and/or the restructuring actions materially and adversely affects the respective businesses and operations of the Company and Coherent; (viii) potential adverse reactions or changes to business relationships resulting from the completion of the Transaction and/or the restructuring actions; (ix) the ability of the Company to retain and hire key employees; (x) the purchasing patterns of customers and end users; (xi) the timely release of new products, and acceptance of such new products by the market; (xii) the introduction of new products by competitors and other competitive responses; (xiii) the Company's ability to assimilate other recently acquired businesses, and realize synergies, cost savings, and opportunities for growth in connection therewith, together with the risks, costs, and uncertainties associated with such acquisitions; (xiv) the Company's ability to devise and execute strategies to respond to market conditions; (xv) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xvi) the risks that the Company's stock price will not trade in line with industrial technology leaders; and/or (xvii) the risks of business and economic disruption related to the currently ongoing COVID-19 outbreak and any other worldwide health epidemics or outbreaks that may arise. 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. Unless otherwise indicated in this presentation, all information in this presentation is as of August 18, 2023. This presentation contains non-GAAP financial measures and key metrics relating to the Company's past performance. These non-GAAP financial measures are in addition to, and not as a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. As required by Regulation G, we have provided reconciliations of those measures to the most directly comparable GAAP measures, which are available in the Appendix. COHERENT Copyright 2023, Coherent. All rights reserved. 2#3COHERENT AT A GLANCE FROM A FOUNDATION OF MATERIALS AND IMAGINATION, WE ENABLE EXCITING MEGATRENDS 1971 Year Founded COHR NYSE 26,000+ Employees (2) $5.2 B FY23 Revenue 2,400+ Research & Development (1) Available $64 B Market(1) 3,000+ Patents(1) 126 Locations VERTICAL INTEGRATION Materials, Components, Subsystems, Systems and Service 24 Countries COHERENT (1) As of June 30, 2023 Copyright 2023, Coherent. All rights reserved. 3#4BUILDING MOMENTUM FOR 50 YEARS One of the largest photonics and compound semiconductor companies Materials expertise drives differentiation in multiple growing markets. Vertically integrated, diverse global manufacturing footprint History of insightful targeting and successful integration of strategic acquisitions Experienced management team with a successful track record Strong execution and resilient growth COHERENT Copyright 2023, Coherent. All rights reserved. Co 4#5HALF A BILLION DOLLARS IN ANNUAL R&D INVESTMENT Combined R&D and capex spend expected to be highest in industry and to accelerate breakthroughs, time-to-market and time-to-scale advantages Increased scale improves competitiveness and drives more strategic dialogue with customers Will enable better alignment of organic and inorganic investments to market demand Drives profitability and targeted returns "We are mainly constrained by the quality of our materials and the limits of our imaginations." Dr. Carl J. Johnson Co-founder and first CEO of the Company COHERENT LASERVASION 5 Copyright 2023, Coherent. All rights reserved.#6INSIGHTFUL TARGETING AND INTEGRATION OF STRATEGIC ACQUISITIONS 5 Transformative Acquisitions 2022 - Laser sources & systems 2019 Indium phosphide technology platform - 2016 Epitaxial wafer and SiC electronic devices 2013 Gallium arsenide technology platform 2010 Optical networks & China market 5.2 CAGR 25% 10 Years of Continuous Revenue Growth Revenue (1) ($B) 1.4 1.2 1.0 0.8 0.7 0.7 0.6 3.3 3.1 2.4 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 (2) FY22 FY23 (1) Figures prior to FY2019 do not reflect the adoption of ASC 606. (2) Prepared in accordance to ASC 805. Includes the revenue of Finisar in Q1FY20 prior to the acquisition date of 9/24/20. Not calculated in accordance with Article 11 of SEC regulation S-X. COHERENT Copyright 2023, Coherent. All rights reserved. 6#7CORPORATE SOCIAL RESPONSIBILITY CARBON FOOTPRINT REDUCTION IS A PRIORITY Electricity consumption from renewal sources is expected to reach 50% of all electricity consumption in FY23. ■ The electricity consumption at dozens of sites is 100% from renewable sources. This includes multiple sites across the U.S. and China, and all sites in Europe. ■ On-site solar systems deployed at multiple locations and more sites being considered. 60% 50% 40% 30% 20% 10% Percentage of electricity consumption from renewable sources PRODUCTS AND TECHNOLOGY Investing to help the world transition to cleaner energy solutions, including: ■ Silicon Carbide for power electronics ■ Advanced Lithium Selenium Sulfur batteries EV battery recycling solution BOARD DIVERSITY 12 total Board members ▪■ 5 of 12 (42%) are ethnically diverse ■ 2 Board members are women 11 of 12 (92%) are independent ■ 7 new directors over the past 5 years 0% FY21 FY22 FY23 Projected OUR 5 ESG PILLARS | We are focused on making the world safer, healthier, closer, and more efficient. Responsible sourcing Environment Our Products Innovation and impact • Product quality and lean manufacturing Conflict materials and traceability Human rights Climate and energy management in our operations Supplier diversity Supplier engagement ◉ Waste management Environmental, health, and safety People Diversity, equity, and inclusion Talent acquisition Talent management Employee management Employee wellness Community engagement Governance Corporate governance Ethical business conduct and compliance Enterprise risk management Data privacy and security COHERENT Copyright 2023, Coherent. All rights reserved. 7#8$5.2 BILLION OF REVENUE IN FY23 Lasers 29% BY REPORTING SEGMENT 45% Communications Materials 26% Networking (1) Revenue by region is based on customer headquarter addresses. COHERENT 45% BY MARKET 9% 12% Electronics Industrial 34% North America Europe 19% BY REGION(1) 11% China 53% 14% 3% Korea & Japan Instrumentation Other Copyright 2023, Coherent. All rights reserved. 8#9THREE REPORTING SEGMENTS MATERIALS NETWORKING CLIENT INNOVATIONS THAT RESONATE COHERENT Copyright 2023, Coherent. All rights reserved. LASERS EXACT CUT 430 9#104 GROWING MARKETS SERVED: AGGREGATE $64B TAM INDUSTRIAL TAM: $22B CAGR: 9% COMMUNICATIONS TAM: $23B CAGR: 14% ELECTRONICS TAM: $14B CAGR: 20% INSTRUMENTATION TAM: $5B CAGR: 8% Sources: Optech Consulting, TechInsight, Strategies Unlimited, SEMI, Internal Estimates, DSCC Sources: LightCounting, Omdia, Cignal Al, Yole, Dell'Oro Internal Estimates Sources: IDC, Morgan Stanley, Research & Markets, Forbes, Yole, Strategy Analytics, IdTechEx, Internal Estimates Sources: Strategies Unlimited, Markets & Markets, SDI (Strategic Directions), Internal Estimates Note: TAM based on CY2023; CAGR based on 2023-28 timeframe. COHERENT Copyright 2023, Coherent. All rights reserved. 10#11INDUSTRIAL MARKET VERTICALS AND MEGATRENDS Precision manufacturing Giga factories for EV battery processing ◉ Advanced medical devices ■ Additive manufacturing Semiconductor & display capital equipment Increasing laser content from ingot to packaged ICS OLED for mobile and micro-LED for high- end TV and large displays Aerospace and defense PRODUCTS ■ Fiber lasers for laser welding of batteries ■ UV lasers for OLED manufacturing ■ Laser systems, subsystems, and processing heads ■ Laser components, optics, crystals ■ Ceramics, metal matrix composites, and diamond VALUE PROPOSITION ■ 50 years of experience in laser technology Long term technology partner across all laser architectures ■ Broadest spectrum of laser and systems technologies ■ One stop shop for processing equipment Productivity enhancement through innovation and knowhow COHERENT INNOVATIONS THAT RESONATE Copyright 2023, Coherent. All rights reserved. 11#12COMMUNICATIONS MARKET VERTICALS AND MEGATRENDS Datacom ◉ Increasing spend on cloud infrastructure ■ Artificial Intelligence/Machine Learning Telecom " Open systems ■ SATCOM and integration to terrestrial networks PRODUCTS ■ 100 to 800 Gbps datacom transceivers ☐ ☐ ☐ Pluggable coherent transceivers Wavelength selective switches (WSS) ■ Pluggable optical line subsystems (POLS) ☐ ☐ Terrestrial and submarine pump lasers InP edge emitting lasers and GaAs VCSELS VALUE PROPOSITION ■ Largest supplier of optical communications components ■ Vertically integrated from material through subsystems Industry pioneer in broad range of technology platforms ■Industry leading investments in R&D ■ Global and flexible manufacturing footprint COHERENT INNOVATIONS THAT RESONATE Copyright 2023, Coherent. All rights reserved. 12#13ELECTRONICS MARKET VERTICALS AND MEGATRENDS Consumer electronics ■ Advanced sensing ■ AR/VR ■ Wearables as health monitors Automotive ◉ Increasing SiC electronics content in EVs ■ Automotive sensing: in-cabin and LiDAR Wireless . 5G growth and 6G COHERENT PRODUCTS ■ GaAs and InP optoelectronics ☐ ■ VCSELS and edge emitting lasers ■ Laser illumination modules ☐ ☐ Wafer level optics and subassemblies Waveguide materials, diffractive optics ■ Silicon carbide substrates and epiwafers ■ SiC MOSFET devices INNOVATIONS THAT RESONATE Copyright 2023, Coherent. All rights reserved. VALUE PROPOSITION ■ Broadest portfolio of optoelectronics, optics, and electronics High-volume consumer electronics experience ■6-inch gallium arsenide platform ■ 200 mm silicon carbide platform ■ World-class indium phosphide platform. ■ Decades of investment in high quality silicon carbide substrates Investing $1 billion over 10 years in silicon carbide ■ Cross-functional engineering and integration expertise 13#14INSTRUMENTATION MEGATRENDS ■ Smart healthcare evolution, largely based on technology ■ Point-of-care diagnostics ■ Personalized medicine ■ Environmental sustainability ■ Advanced instrumentation COHERENT PRODUCTS ■ Materials, optics, lasers, and thermoelectrics Components to subassemblies and subsystems Optical, mechanical, electrical and software integration ■ ISO 9001 & 13485 INNOVATIONS THAT RESONATE Copyright 2023, Coherent. All rights reserved. VALUE PROPOSITION ■ Life sciences (biotechnology, medical, and environmental) and scientific segment solutions ■ Custom solutions from proof-of-concept to manufacturing at scale Rapid time to market of complete turnkey subassemblies and systems ■ Broad product portfolio to support a wide range of applications ■ Extensive technology innovation for next- generation capabilities ■ Global manufacturing footprint and flexible supply chain partners 14#15FINANCIAL HIGHLIGHTS FISCAL YEAR 2023 - Q4 COHERENT Copyright 2023, Coherent. All rights reserved. 15#16Q4 FY23 FINANCIAL HIGHLIGHTS Revenue $1.2B Backlog $2.7B Communications 47% 34% Industrial REVENUE BY END MARKET Instrumentation Operating Income (Loss) Earnings (Loss) Per Share ($155.2M) North America GAAP ($1.54) GAAP $185.1M Non-GAAP $0.41 Non-GAAP (1) Revenue by region is based on customer headquarter addresses COHERENT Copyright 2023, Coherent. All rights reserved. 9% 10% Electronics Europe 21% 52% REVENUE BY REGION(1) 14% Korea and Japan 11% 10 China Other 16#17Q4 FY23 OPERATING MARGIN Lower Q4 FY23 primarily driven by lower revenue and short term capacity underutilization Transitory interruption of longer-term expansion trend Non-GAAP Gross and Operating Margins(1) 40.3% 38.5% 21.3% 39.8% 37.3% 35.9% ■Non-GAAP Gross Margin ■Non-GAAP Operating Margin 20.3% LAALA 17.2% 17.5% 15.4% Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 Proforma(2) (1) All non-GAAP amounts exclude certain adjustments for share-based compensation, acquired intangible amortization expense, certain one-time transaction expenses, debt extinguishment expense, fair value measurement period adjustments and restructuring and related items. See Appendix for reconciliation to most comparable GAAP measures. (2) Includes the results od both II-VI Incorporated and Coherent, Inc. for the three months ended June 30, 2022 COHERENT Copyright 2023, Coherent. All rights reserved. 17#18ARTIFICIAL INTELLIGENCE Driving growth in the cloud and beyond COHERENT Copyright 2023, Coherent. All rights reserved. 18#19DATACOM TRANSCEIVER GLOBAL MARKET $M $10,000 $8,000 $6,000 $4,000 $2,000 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Source: LightCounting, Internal Estimates COHERENT $1.3 billion in sales in datacom in FY23 3.2T 1.6T 800G 200G and higher data-rate transceivers >65% of our revenue ■400G 200G 100G 50G 40G Copyright 2023, Coherent. All rights reserved. 800G and higher data-rate transceivers > 50% of the total available market by 2027 19#20DATACOM TRANSCEIVER OPPORTUNITY BY LASER TYPE CY23 Transceiver Opportunity ($B) VCSEL AI $0.3 6% CY28 Transceiver Opportunity ($B) DML - Other $0.6 6% DML - Other $1.6 29% DML $1.6 VCSEL AI $1.6 14% EML - Other $1.0 9% VCSEL Other $1.5 27% DML $0.6 VCSEL $1.8 EML AI $2.0 18% EML $3.0 VCSEL $3.3 VCSEL-Other $1.7 14% CY28 Total $11.4 B CY23 Total $5.1 B EML SiPho $1.3 $0.8 SiPho $4.6 SiPho Al EML - Other $0.7 $0.2 3% 12% SiPho - Other $1.1 10% COHERENT EML AI $0.6 12% SiPho - Other $0.6 11% Datacom Transceivers for Al growing at a 44% CAGR (23 - 28) Source: LightCounting, Internal Estimates Copyright 2023, Coherent. All rights reserved. SiPho Al $3.4 29% 20#21SILICON CARBIDE Electrification of transportation Sustainability of the planet COHERENT Copyright 2023, Coherent. All rights reserved. 21#22POWER ELECTRONICS FOR GREEN AND CLEAN ENERGY ELECTRIC VEHICLES SOLAR & WIND ENERGY SMART GRID POWER SWITCHING COHERENT 22 Copyright 2023, Coherent. All rights reserved. 22#23NOW, NEXT, AND BEYOND SILICON CARBIDE MATERIALS Two decades of innovation Wafer Size 2 inch 2000 Manufactured 3 inch 2002 Demonstrated 2004 Manufactured 2005 Demonstrated 100 mm 2007 High Quality Wafer 2009 Manufactured 150 mm 2012 Demonstrated 2013 Manufactured 200 mm 2015 2019 World's First 200 mm Demonstrated 4H n-Type 6H SI 2021 Back-end Processing in China 2024 Manufacturing What's next: Targeting the world's first 300 mm demonstration COHERENT 23 Copyright 2023, Coherent. All rights reserved.#24ACCELERATING TIME-TO-MARKET JUNE 2020 - Licensed technology from GE to manufacture silicon carbide devices and modules for power electronics. APRIL 2021 - Expanded SiC wafer finishing manufacturing footprint in China. FEBRUARY 2022 - Qualified 1200 V SiC MOSFET and expanded relationship with GE. SiC Modules SiC Devices SiC Chips SiC Epiwafers SiC Substrates COHERENT Vertical Integration II-VI and GE Technology II-VI and GE Technology II-VI and GE Technology II-VI (3DSIC®) II-VI Copyright 2023, Coherent. All rights reserved. 24#25ACQUISITION OF COHERENT COHERENT Copyright 2023, Coherent. All rights reserved. 25#26LEADER IN TECHNOLOGY FOR DISPLAY MANUFACTURING ■ Market trends: • OLED display manufacturing technology in the process of moving from Gen 6 to Gen 8 for improved economies of scale Deployments in Korea and China • Revenue for Micro-LED display manufacturing will become material around FY25 • Micro-LEDs address incremental markets: higher brightness TVs and wall-size displays ■ Market Size for equipment and services: ◉ ⚫ $450-$550M in FY27 (internal estimates) • Leading laser & system capabilities: . ⚫ Line Beam systems for display backplane annealing (ELA) • • Line Beam systems for Laser Lift Off (LLO) Ultrafast lasers for OLED display cutting • Micro-Led UV Laser Transfer systems COHERENT Copyright 2023, Coherent. All rights reserved. 26#27FOCUSING ON GROWTH APPLICATIONS AS LASERS PENETRATE RAPIDLY GROWING ADDRESSABLE MARKETS LIFE SCIENCES & RESEARCH TAM: $5B, CAGR: 8% Personalized medicine Diagnostic and drug discovery Disease detection and treatment PRECISION MANUFACTURING TAM: $9B, CAGR: 8% • EV battery welding • Medical device manufacturing • Consumer goods manufacturing Sources: Optech Consulting - Laser Market Data, Internal Estimates • SEMICONDUCTOR CAPITAL EQUIPMENT TAM: $4B, CAGR: 7% Enabling mobile communications, cloud, automotive, and loT Acceleration in wafer fab investments for inspection. • Next generation wafer fab tools • Pulsed laser deposition Sources: Strategies Unlimited 2021, SEMI, DSCC, TehInsight, Internal Estimates Note: TAM based on CY2023; CAGR based on 2023-28 timeframe. COHERENT Copyright 2023, Coherent. All rights reserved. • • • Sources: Strategies Unlimited, Markets & Markets, Verified Market Research, Market researcg Future, Mordor Intelligence, SDI (Strategic Directions), Internal Estimates 27 22#28SIGNIFICANT VALUE CREATION POTENTIAL FROM COHERENT COST SYNERGIES Cost of Goods Sold ☐ ■ Supply chain management - procurement ■ Infeed Internal supply of enabling materials and components Operational efficiencies at scale ■ More efficient R&D with scale Development cost savings. ☐ Operating Expenses ☐ COHERENT ■ Consolidation of corporate costs ■ Global functional model efficiencies YEAR 1 SYNERGIES ACHIEVED EXPECTED SYNERGIES WITHIN 3 YEARS $40M $150M $33M $100M TOTAL $73M $250M Copyright 2023, Coherent. All rights reserved. 28#29WELL CAPITALIZED FOR FUTURE GROWTH¹ External Financing Sources Debt $3.4B secured term loans ■ $990M high yield bonds ■ $348M revolver availability Convertible Preferred Equity $2.15B series B investment from Bain Capital ■ Coupon: 5%, 4-year payable-in-kind, cash pay option thereafter ■ Conversion price of $85.00 per share Leverage Total Debt $4.4 billion 2.9x(1) Cash $0.8 billion Net Debt $3.6 billion 2.4x(1) PF Combined TTM Adj $1,508 million EBITDA (1) (incl. $177M synergies +$92M additional cost savings) Fully-Diluted Shares Outstanding (2) COHR basic shares Stock comp shares (1) Reflects, as of 6/30/2023, using pro forma TTM combined adj EBITDA at 6/30/23, including $269 million of future expected cost savings within 36 months. Not calculated in accordance with Article 11 of SEC regulation S-X. (2) Balances assuming all securities are dilutive as of 6/30/23. Not calculated in accordance with Article 11 of SEC regulation S-X. (3) Series A fully converted into 10.2 million shares of common post-FY4Q23 close on 7/3, which also eliminated Series A preferred dividend of $27.6 million per annum. COHERENT Series A preferred equity Series B preferred Pro forma FDSO Copyright 2023, Coherent. All rights reserved. 139M 2M 10M(3) 27M 178M 29 29#30Debt exposed to floating rates makes up 43% of capital structure by June 30, 2024 43% DEBT EXPOSED TO FLOATING RATES DECREASES DURING FY24 47% 58% I I I I I I I I I I I I I I I I I I I I I I I I I I I I I | I I I Sep-23 Dec-23 Mar-24 Jun-24 Fixed Rate ■ Hedged Floating Rate 1.92% Interest Rate Cap 1.42% Interest Rate Swap Jun-23 COHERENT 5.0% High Yield Bonds Copyright 2023, Coherent. All rights reserved. 30#31FINANCIAL APPENDIX COHERENT Copyright 2023, Coherent. All rights reserved. 31#32SIGNIFICANT COST REDUCTIONS FROM RESTRUCTURING ANNOUNCED ON MAY 10, 2023 Cumulative savings for the period of FY23 to FY25 $200M to $300M $100-125M Annual savings by FY25 Cost to achieve savings COHERENT Copyright 2023, Coherent. All rights reserved. $150M to $200M 32 2#33MAPPING INTO FOUR MARKETS II-VI Industrial Semiconductor Capital Equipment Aerospace & Defense Communications Optical Communications Wireless COHERENT INDUSTRIAL Precision Manufacturing Semiconductor Capital Equipment - Display Capital Equipment Aerospace & Defense COMMUNICATIONS Communications COHERENT Precision Manufacturing Microelectronics Aerospace & Defense Consumer Electronics Automotive Life Sciences ELECTRONICS Wireless Consumer Electronics Automotive INSTRUMENTATION Life Sciences Scientific Instrumentation COHERENT Copyright 2023, Coherent. All rights reserved. Instrumentation 33 33#34FY22 REVENUE BY FY23 MARKET SEGMENTS Companies II-VI Incorporated Coherent, Inc. (1) FY22 Revenue Communications End Market Distribution of Full Year FY22 Revenue Industrial Electronics Instrumentation $3,317M 65% 23% 9% 3% $1,520M(1) 0% 75% 0% 25% Proforma Combined (2) $4,837M(2) 45% 39% 6% 10% COHERENT (1) Coherent Revenue 6/30/22 TTM. (2) Proforma non-GAAP revenue combines II-VI FY22 revenue (as of FYE 6/30/22) and Coherent 6/30/22 TTM. Not calculated in accordance with Article 11 of SEC regulation S-X. Copyright 2023, Coherent. All rights reserved. 34#35SEGMENT REVENUE BY END MARKETS FOR Q4FY23 QTD End Market Distribution of Q4FY23 QTD Revenue Reported Segments Q4FY22 Q4FY23 Revenue (1) Revenue Q4FY23/ Q4FY22 Revenue Growth Q4FY23 Op Margin - GAAP / Non- Industrial Communications Electronics Instrumentation GAAP Materials Segment $297M $288M (3)% (23%)/24% 53% 5% 36% 6% Networking $590M $585M (1)% (1%) / 14% 3% 95% 0% 2% Segment Lasers $374M(2) $333M (11)% (25)% / 11% 72% 0% 0% 28% Segment Proforma Combined (3) $1,261M (1) $1,205M (4%) (13%) / 15% 34% 47% 9% 10% (1) Proforma non-GAAP revenue combines II-VI Q4 FY22 revenue (as of 6/30/22) and Coherent 3 months ending 6/30/22. Not calculated in accordance with Article 11 of SEC regulation S-X. (2) Coherent revenue 3 months ending 6/30/22. (3) Amounts may not recalculate due to rounding. COHERENT Copyright 2023, Coherent. All rights reserved. 35#36SEGMENT REVENUE BY END MARKETS FOR FULL YEAR FY23 End Market Distribution of Full Year FY23 Reported Segments FY22 FY23 Revenue(1) Revenue FY23/ FY22 Revenue Growth FY23 Op Margin - GAAP / Non- GAAP Industrial Communications Electronics Instrumentation Materials Segment $1,119M $1,350M 21% 12% / 26% 45% 5% 46% 4% Networking Segment $2,198M $2,341M 7% 10% / 17% 3% 95% 0% 2% Lasers Segment $1,521M(2) $1,469M (3)% (29%) / 15% 74% 0% 0% 26% Proforma Combined $4,838M (1) $5,160M 7% (1%)/19% 34% 44% 13% 9% (1) Proforma non-GAAP revenue combines II-VI FY22 and Coherent 12 months ending 6/30/22. Not calculated in accordance with Article 11 of SEC regulation S-X. (2) Coherent revenue 12 months ending 6/30/22. COHERENT Copyright 2023, Coherent. All rights reserved. 36#37CASH FLOW FOR ACQUISITIONS • • Operating Cash Flow • • Operating cash flow should only include the movement in the original assets/liabilities and amortization of purchase price accounting from the date of acquisition to the close of the period. It does not include the value of of the original assets/liabilities. The cash outflow for the net assets acquired is an investing cash outflow. Example: Ending Balance Trade A/P - Beginning Balance Trade A/P - Acquired Trade A/P +/- FX Impact +/- Increase/Decrease in Trade A/P for Fixed Assets Increase/Decrease in Cash from Changes in Trade A/P Includes interest payments, including payments for ticking fees. Investing Cash Flow • Includes the fair value of cash consideration less the acquired net assets and extinguishment of certain obligations, net of cash acquired. Financing Cash Flow • . COHERENT Includes the gross proceeds of the acquisition financing, including the Term A and Term B facilities and issuance of Series B Preferred Shares used to finance the acquisition, net of payments on existing debt. Also includes the cash outflow for the debt issuance costs and equity issuance costs associated with the above. Copyright 2023, Coherent. All rights reserved. 37#38RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES Reconciliation of GAAP Segment Operating Income (Loss) to Segment Non-GAAP Operating Income (Loss)* $ Millions (Unaudited) Jun 30, 2023 Three Months Ended Mar 31, Year Ended Jun 30, Jun 30, Jun 30, 2023 2022 2023 2022 Networking GAAP Operating Income (Loss) $ (8.1) $ 49.5 $ 67.1 $ 222.4 $ 231.6 Share-based compensation 7.6 6.9 3.1 33.6 30.9 Amortization of acquired intangibles(1) 22.9 16.5 16.5 72.3 66.3 Restructuring charges(2) 55.6 55.6 Integration, site consolidation and other(3) Transaction fees and financing(4) Non-GAAP Networking Operating Income 0.9 1.8 2.3 5.2 6.2 0.5 0.5 $ 78.9 $ 74.7 $ 89.5 $ 389.1 $ 335.5 Reconciliation of GAAP Measures to non-GAAP Measures* $ Millions (Unaudited) Three Months Ended Year Ended Jun 30, 2023 Mar 31, Jun 30, 2023 2022 Jun 30, 2023 Jun 30, 2022 Gross profit on GAAP basis Share-based compensation Amortization of acquired intangibles(1) Preliminary fair value adjustment on acquired inventory Integration, site consolidation and other(3) Start-up costs(5) Gross profit on non-GAAP basis $ 343.4 $ 420.2 $ 326.0 $1,618.3 $1,265.5 4.9 38.7 6.5 30.7 0.9 Materials GAAP Operating Income (Loss) Share-based compensation Amortization of acquired intangibles(1) Restructuring charges(2) Integration, site consolidation and other(3) Transaction fees and financing(4) Start-up costs(4) $ (65.0) $ 67.8 $ 53.5 $ 159.6 $ 218.6 10.4 10.7 10.5 51.1 42.2 35.1 3.2 3.3 44.8 13.3 60.4 60.4 29.4 7.3 5.2 40.5 8.1. 0.2 0.2 6.4 32.3 22.9 5.1 Non-GAAP Materials Operating Income $ 70.2 $ 89.0 $ 79.1 $ 356.4 $ 314.7 9.6 132.1 38.3 157.5 45.8 5.8 6.9 53.2 9.8 Lasers GAAP Operating Income (Loss) Share-based compensation $ (82.1) $ (49.9) $ $ (419.1) $ 8.4 17.5 64.9 2.8 Amortization of acquired intangibles(1) 75.6 73.0 297.1 $ 432.8 $ 463.2 $ 343.4 $1,984.0 $1,321.5 Restructuring charges(2) 3.1 3.1 Integration, site consolidation and other(3) 31.0 12.8 78.8 Transaction fees and financing(4) 38.7 Operating income (loss) on GAAP basis $ (155.2) $ 67.4 $ 114.2 Share-based compensation 26.4 35.1 13.5 $ (37.1) $ 414.3 149.6 73.1 Preliminary fair value adjustment on acquired inventory Non-GAAP Lasers Operating Income 157.5 $ 36.0 $ 53.4 S $ 221.0 Amortization of acquired intangibles(1) 133.5 92.7 19.9 414.1 79.7 Preliminary fair value adjustment on acquired inventory 157.5 Restructuring charges(1) 119.1 119.1 Unallocated and Other GAAP Operating Income (Loss) Transaction fees and financing(4) $ $ $ (6.4) $ $ (35.9) 6.4 35.9 Integration, site consolidation and other(2) 61.3 21.9 7.5 124.5 14.3 Non-GAAP Unallocated and Other GAAP Operating Income (Loss) $ $ $ Transaction fees and financing(3) Start-up costs(4) 7.1 38.7 36.6 6.4 32.3 Total GAAP Operating Income (Loss) $ (155.2) $ 67.4 $ 114.2 $ (37.1) $ 414.3 Operating income on non-GAAP basis $ 185.1 $ 217.1 $ 168.6 $ 966.5 $ 650.2 Non-GAAP Operating Income $ 185.1 $ 217.1 $ 168.6 $ 966.5 $ 650.2 COHERENT Copyright 2023, Coherent. All rights reserved. 38#39RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES Reconciliation of GAAP Segment Operating Income (Loss) to Segment Non-GAAP Operating Income (Loss)* $ Millions (Unaudited) Three Months Ended Mar 31, Dec 31, Mar 31, 2023 2022 2022 Nine Months Ended Mar 31, Mar 31, 2023 2022 Networking GAAP Operating Income $ 49.5 $ 90.0 $ 54.6 $ 230.5 $ 164.5 Share-based compensation 6.9 8.9 8.8 26.0 27.8 Amortization of acquired intangibles 16.5 16.4 16.5 49.4 49.8 Integration and other 1.8 2.5 1.9 4.3 3.9 Non-GAAP Networking Operating Income $ 74.7 $ 117.8 $ 81.8 $ 310.2 $ 246.0 Reconciliation of GAAP Measures to non-GAAP Measures* $ Millions Materials GAAP Operating Income $ 67.8 S 81.5 $ 61.8 $ 224.6 165.0 (Unaudited) Three Months Ended Nine Months Ended Share-based compensation 10.7 12.8 9.2 40.7 31.7 Mar 31, 2023 Dec 31, 2022 Mar 31, 2022 Mar 31, Mar 31, Amortization of acquired intangibles 3.2 3.3 2.9 9.7 10.0 2023 2022 Integration and other) 7.3 2.8 1.7 11.1 2.9 Gross profit on GAAP basis $ Share-based compensation 6.5 420.2 $ 411.2 6.2 $ 321.7 $ 1,274.9 $ 939.5 Start-up costs(3) 14.6 25.9 Non-GAAP Materials Operating Income $ 89.0 $ 100.3 $ 90.2 $ 286.1 $ 235.5 1.3 18.0 4.2 Amortization of acquired intangibles 30.7 15.3 9.4 93.4 28.7 Preliminary fair value adjustment on acquired inventory 112.0 157.5 Lasers GAAP Operating Income (Loss) Share-based compensation $ (49.9) $ (163.3) $ $ (337.0) $ 17.5 13.2 56.5 Start-up costs(3) 1.6 2.8 Amortization of acquired intangibles 73.0 85.7 221.5 Integration and other(1) 5.8 1.2 1.7 7.4 2.9 Integration and other y 12.8 12.0 47.8 Gross profit on non-GAAP basis $ 463.2 $ 545.9 $ 335.7 $ 1,551.2 $ 978.1 Transaction fees and financing(a) 38.7 Preliminary fair value adjustment on acquired inventory Non-GAAP Lasers Operating Income 112.0 157.5 $ 53.4 $ 59.7 $ $ 185.0 $ Operating income on GAAP basis $ 67.4 $ 8.2 $ 106.8 Share-based compensation 35.1 34.9 18.2 $ 118.1 $ 123.2 300.0 59.6 Amortization of acquired intangibles 92.7 105.4 19.4 280.6 59.8 Unallocated and Other GAAP Operating Income (Loss) Transaction fees and financing(2) $ S $ (9.6) $ $ (29.5) 9.6 29.5 Preliminary fair value adjustment on acquired inventory 112.0 157.5 Non-GAAP Unallocated and Other GAAP Operating Income (Loss) $ $ $ S $ Start-up costs(3) 14.6 25.9 Transaction fees and financing(2) 9.6 38.7 29.5 Total GAAP Operating Income $ 67.4 $ 8.2 $ 106.8 $ 118.1 $ 300.0 Integration and other(1) 21.9 17.2 3.6 63.2 6.9 Operating income on non-GAAP basis $ 217.1 $ 277.8 $ 172.0 $ 781.3 $ 481.6 Non-GAAP Operating Income $ 217.1 $ 277.8 $ 172.0 $ 781.3 $ 481.6 COHERENT Copyright 2023, Coherent. All rights reserved. 39#40RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES Reconciliation of GAAP Segment Operating Income (Loss) to Segment Non-GAAP Operating Income (Loss)* $ Millions (Unaudited) Dec 31, 2022 Three Months Ended Sept 30, 2022 Six Months Ended Dec 31, Dec 31, Dec 31, 2021 2022 2021 Networking GAAP Operating Income Share-based compensation $ 90.0 $ 91.0 $ 50.4 S 181.0 $ 109.9 8.9 10.2 9.4 19.1 19.0 Amortization of acquired intangibles 16.4 16.5 16.4 32.9 33.4 Reconciliation of GAAP Measures to non-GAAP Measures* Integration and other(!) 2.5 1.1 2.5 2.0 $ Millions (Unaudited) Non-GAAP Networking Operating Income $ 117.8 $ 117.7 77.3 $ 235.5 $ 164.3 Three Months Ended Dec 31, 2022 Sept 30, Dec 31, Six Months Ended Dec 31. Dec 31, Materials GAAP Operating Income $ 81.5 S 75.3 S 56.5 S 156.8 103.3 2022 2021 2022 2021 Share-based compensation 12.8 17.2 9.3 30.0 22.5 Gross profit on GAAP basis $ 411.2 $ 443.6 S 311.2 $ 854.8 S 617.8 Amortization of acquired intangibles 33 3.2 3.6 6.5 7.0 Integration and other(1) 2.8 1.1 1.2 3.8 1.2 Share-based compensation 6.2 5.3 1.4 11.5 2.9 Start-up costs(3) 11.3 11.3 Amortization of acquired intangibles 15.3 47.4 9.7 62.7 19.3 Non-GAAP Materials Operating Income $ 100.3 S 96.8 $ $1.9 S 197.1 $ 145.3 Preliminary fair value adjustment on acquired inventory 112.0 45.5 - 157.5 Start-up costs(3) 1.2 1.2 Lasers GAAP Operating Income (Loss) $ (163.3) $ (123.8) $ $ (287.1) $ Share-based compensation 13.2 25.8 39.0 Integration and other(1) 1.2 0.4 1.2 1.6 1.2 Amortization of acquired intangibles 85.7 62.8 148.5 Gross profit on non-GAAP basis $ 545.9 S 542.2 $ 324.8 $ 1,088.1 S 642.4 Integration and other(1) 12.0 23.0 35.0 Transaction fees and financing(2) 38.7 38.7 Operating income on GAAP basis $ 8.2 $ 42.5 $ 98.2 $ 50.7 $ 193.3 Preliminary fair value adjustment on acquired inventory Non-GAAP Lasers Operating Income 112.0 45.5 - 157.5 $ 59.7 $ 71.9 $ $ 131.6 $ Share-based compensation 34.9 53.2 18.7 88.1 41.4 Amortization of acquired intangibles 105.4 82.5 20.0 187.9 40.4 Unallocated and Other GAAP Operating Income (Loss) $ S S Preliminary fair value adjustment on acquired inventory 112.0 45.5 157.5 Transaction fees and financing(2) (8.7) 8.7 in $ (19.9) 19.9 Start-up costs) 11.3 11.3 Non-GAAP Unallocated and Other GAAP Operating Income (Loss) $ $ $ $ Transaction fees and financing 38.7 7.9 38.7 19.9 Integration and other() 17.2 24.1 3.1 41.3 3.2 Total GAAP Operating Income $ 8.2 S 42.5 $ 98.2 $ 50.7 $ 193.3 Operating income on non-GAAP basis S 277.8 S 286.4 $ 159.2 $ 564.2 S 309.6 Non-GAAP Operating Income $ 277.8 S 286.4 S 159.2 S 564.2 S 309.6 COHERENT Copyright 2023, Coherent. All rights reserved. 40 40#41COHERENT

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

1st Quarter 2021 Earnings Presentation image

1st Quarter 2021 Earnings Presentation

Technology

Rackspace Technology Q4 2022 Earnings Presentation image

Rackspace Technology Q4 2022 Earnings Presentation

Technology

CBAK Energy Technology Investor Presentation image

CBAK Energy Technology Investor Presentation

Technology

Jianpu Technology Inc 23Q1 Presentation image

Jianpu Technology Inc 23Q1 Presentation

Technology

High Performance Computing Capabilities image

High Performance Computing Capabilities

Technology

SOLOMON Deep Learning Case Studies image

SOLOMON Deep Learning Case Studies

Technology

1Q20 Earnings image

1Q20 Earnings

Technology

Nutanix Corporate Overview image

Nutanix Corporate Overview

Technology