II-VI Incorporated (Nasdaq:IIVI) ("II-VI," “We” or the "Company")
today reported results for its fiscal 2021 fourth quarter and
fiscal year ended June 30, 2021.
“We ended Fiscal Year 2021 with $3.1B in revenue, growing in
every end market that we serve. Our full year book to bill ratio
was 1.08 and our June 30th backlog was $1.3B, a new record for
II-VI. Our fourth quarter revenue at $808M exceeded the top end of
our guidance with a book to bill ratio of 1.14 for the quarter. In
communications, our revenue for the full year was up 11% driven by
high speed 100, 200, 400G datacom transceivers and coherent optics.
In consumer electronics, including 3D sensing, we achieved our goal
for FY21 to double our revenue. Our life sciences revenue grew by
65% over the prior year in support of COVID and other diagnostic
testing,” said Dr. Vincent D. Mattera, Jr., the Company’s Chief
Executive Officer.
Dr. Mattera continued, “Our revenue in the industrial end market
reached an all-time record for the quarter with contributions from
across the product line. We continue to invest in manufacturing
capacity for our silicon carbide platform, a disruptive technology
in future RF and power electronics applications. Our teams are
working diligently to mitigate the impact of the pandemic and chip
shortages in the supply chain.
“With respect to our pending acquisition of Coherent, our
regulatory filings have been submitted and we are having
constructive engagements with all regulatory agencies. Based on
those engagements, our current view is that the closing will be
during the first calendar quarter of 2022.”
1 Free cash flow of $428.0M is defined as cash flow from
operations of $574.4M less capital expenditures of $146.3M.
Table 1 |
|
Financial
Metrics |
|
|
|
|
|
|
|
|
|
|
|
$
Millions, except per share amounts and % |
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
808.0 |
|
|
$ |
783.2 |
|
|
$ |
746.2 |
|
|
|
$ |
3,105.9 |
|
|
$ |
2,380.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Gross
Profit |
|
$ |
307.6 |
|
|
$ |
299.6 |
|
|
$ |
302.2 |
|
|
|
$ |
1,216.2 |
|
|
$ |
819.6 |
|
Non-GAAP Gross Profit
(2) |
|
$ |
311.7 |
|
|
$ |
304.4 |
|
|
$ |
315.7 |
|
|
|
$ |
1,235.0 |
|
|
$ |
912.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Income
(1) |
|
$ |
97.1 |
|
|
$ |
85.1 |
|
|
$ |
67.4 |
|
|
|
$ |
402.1 |
|
|
$ |
39.5 |
|
Non-GAAP Operating
Income (2) |
|
$ |
148.5 |
|
|
$ |
141.0 |
|
|
$ |
124.6 |
|
|
|
$ |
601.5 |
|
|
$ |
324.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Net Earnings
(Loss) |
|
$ |
82.3 |
|
|
$ |
81.1 |
|
|
$ |
51.3 |
|
|
|
$ |
297.6 |
|
|
$ |
(67.0 |
) |
Non-GAAP Net Earnings
(2) |
|
$ |
117.0 |
|
|
$ |
111.5 |
|
|
$ |
117.8 |
|
|
|
$ |
460.2 |
|
|
$ |
258.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Diluted Earnings
(Loss) Per Share |
|
$ |
0.59 |
|
|
$ |
0.66 |
|
|
$ |
0.53 |
|
|
|
$ |
2.37 |
|
|
$ |
(0.79 |
) |
Non-GAAP Diluted
Earnings Per Share (2) |
|
$ |
0.88 |
|
|
$ |
0.91 |
|
|
$ |
1.18 |
|
|
|
$ |
3.73 |
|
|
$ |
2.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Selected
Financial Metrics |
|
|
|
|
|
|
|
|
|
|
|
GAAP Gross margin |
|
38.1% |
|
|
38.2% |
|
|
40.5% |
|
|
|
39.2% |
|
|
34.4% |
|
Non-GAAP gross margin (2) |
|
38.6% |
|
|
38.9% |
|
|
42.3% |
|
|
|
39.8% |
|
|
38.3% |
|
GAAP Operating margin |
|
12.0% |
|
|
10.9% |
|
|
9.0% |
|
|
|
12.9% |
|
|
1.7% |
|
Non-GAAP operating margin (2) |
|
18.4% |
|
|
18.0% |
|
|
16.7% |
|
|
|
19.4% |
|
|
13.6% |
|
GAAP Return on sales |
|
10.2% |
|
|
10.4% |
|
|
6.9% |
|
|
|
9.6% |
|
|
-2.8% |
|
Non-GAAP return on sales (2) |
|
14.5% |
|
|
14.2% |
|
|
15.8% |
|
|
|
14.8% |
|
|
10.9% |
|
(1) |
GAAP Operating income is defined as earnings before income taxes,
interest expense and other expense or income, net. |
(2) |
All non-GAAP amounts exclude certain adjustments for share-based
compensation, acquired intangible amortization expense, certain
one-time transaction expenses, fair value measurement period
adjustments and restructuring and related items. See Table 4 for
the Reconciliation of GAAP measures to non-GAAP measures. |
Outlook
The outlook for the first fiscal 2022 quarter ending September
30, 2021 is revenue of $780 million to $830 million and earnings
per diluted share on a non-GAAP basis of $0.75 to $0.90. These are
at today’s exchange rate and today’s estimated tax impact of 20%,
both of which are subject to variability. This range includes the
company’s expected investment of up to $20M in the quarter ended
September 30, 2021 for compound semiconductor expansion, the
majority of which is for SiC expansion. The non-GAAP earnings per
share include the pre-tax amounts of $21 million in amortization,
$22 million in share-based compensation, and $11-15 million in
other costs, including costs to facilitate the integration of
Coherent Inc. Non-GAAP adjustments are by their nature highly
volatile, and we have low visibility as to the range that may be
incurred in the future.
Conference Call & Webcast
Information
The Company will host a conference call at 9:00 a.m. Eastern
Time on Tuesday, August 10, 2021 to discuss these results.
Individuals wishing to participate in the webcast can access the
event at the Company’s web site by visiting
www.ii-vi.com or via
https://tinyurl.com/IIVIQ4FY21EarningsRelease. If
you wish to participate in the conference call, please dial +1
(877) 316-5288 for calls from the U.S. and +1 (734) 385-4977 for
calls from outside the U.S. To join the conference call, please
enter ID# 7470897, then provide your name and company
affiliation.
The conference call will be recorded, and a replay will be
available to interested parties who are unable to attend the live
call. This service will be available until 11:59 p.m. Eastern Time
on Friday, August 13, 2021, by dialing +1 (877) 316-5288 for calls
from the U.S. and +1 (734) 385-4977 for calls from outside the
U.S., and entering ID# 7470897.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and
optoelectronic components, is a vertically integrated manufacturing
company that develops innovative products for diversified
applications in communications, materials processing, aerospace
& defense, semiconductor capital equipment, life sciences,
consumer electronics, and automotive markets. Headquartered in
Saxonburg, Pennsylvania, U.S.A., the Company has research and
development, manufacturing, sales, service, and distribution
facilities worldwide. The Company produces a wide variety of
application-specific photonic and electronic materials and
components, and deploys them in various forms, including integrated
with advanced software to support our customers. For more
information, please visit us at www.ii-vi.com
Forward-looking Statements
This press release contains forward-looking statements relating
to future events and expectations that are 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 press release 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 press release 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 press release include but are
not limited to: (i) the failure of any one or more of the
assumptions stated above 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, 2020, the Company’s Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2020 and
additional risk factors that may be identified from time to time in
future filings of the Company; (iii) the conditions to the
completion of the Company’s pending business combination
transaction with Coherent, Inc. (the “Transaction”) and the
remaining equity investment by Bain Capital, LP, including the
receipt of any required regulatory approvals, and the risks that
those conditions will not be satisfied in a timely manner or at
all; (iv) the occurrence of any event, change or other
circumstances that could give rise to an amendment or termination
of the merger agreement relating to the Transaction; (v) the
Company’s ability to finance the Transaction, the substantial
indebtedness the Company expects to incur in connection with the
Transaction and the need to generate sufficient cash flows to
service and repay such debt; (vi) the possibility that the Company
may be unable to achieve expected synergies, operating efficiencies
and other benefits within the expected time-frames or at all and to
successfully integrate the operations of Coherent, Inc.
(“Coherent”) with those of the Company; (vii) the possibility that
such integration 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; (viii) litigation and any
unexpected costs, charges or expenses resulting from the
Transaction; (ix) the risk that disruption from the Transaction
materially and adversely affects the respective businesses and
operations of the Company and Coherent; (x) potential adverse
reactions or changes to business relationships resulting from the
announcement, pendency or completion of the Transaction; (xi) the
ability of the Company to retain and hire key employees; (xii) the
purchasing patterns of customers and end users; (xiii) the timely
release of new products, and acceptance of such new products by the
market; (xiv) the introduction of new products by competitors and
other competitive responses; (xv) the Company’s ability to
assimilate 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; (xvi) the Company’s ability to devise and
execute strategies to respond to market conditions; (xvii) the
risks to realizing the benefits of investments in R&D and
commercialization of innovations; (xviii) the risks that the
Company’s stock price will not trade in line with industrial
technology leaders; and/or (xix) the risks of business and economic
disruption related to the currently ongoing COVID-19 outbreak or
any other worldwide health epidemics and 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.
These risks, as well as other risks associated with the
Transaction, are more fully discussed in the joint proxy
statement/prospectus included in the registration statement on Form
S-4 (File No. 333-255547) filed with the SEC in connection with the
Transaction (the “Form S-4”). While the list of factors discussed
above and the list of factors presented in the Form S-4 are
considered representative, no such list should be considered to be
a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements. Neither the Company
nor Coherent assumes any obligation to publicly provide revisions
or updates to any forward-looking statements, whether as a result
of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
Use of Non-GAAP Financial
Measures
The Company has disclosed financial measurements in this press
release that present financial information considered to be
non-GAAP financial measures. These measurements are not a
substitute for GAAP measurements, although the Company's management
uses these measurements as an aid in monitoring the Company's
on-going financial performance. The non-GAAP net earnings, the
non-GAAP earnings per share, the non-GAAP operating income, the
non-GAAP gross profit, the non-GAAP internal research and
development, the non-GAAP selling, general and administration, the
non-GAAP interest and other (income) expense, and the non-GAAP
income tax (benefit), measure earnings and operating income (loss),
respectively, excluding non-recurring or unusual items that are
considered by management to be outside the Company’s standard
operation and excluding certain non-cash items. EBITDA is an
adjusted non-GAAP financial measurement that is considered by
management to be useful in measuring the profitability between
companies within the industry by reflecting operating results of
the Company excluding non-operating factors. There are limitations
associated with the use of non-GAAP financial measures, including
that such measures may not be entirely comparable to similarly
titled measures used by other companies, due to potential
differences among calculation methodologies. Thus, there can be no
assurance whether (i) items excluded from the non-GAAP financial
measures will occur in the future or (ii) there will be cash costs
associated with items excluded from the non-GAAP financial
measures. The Company compensates for these limitations by using
these non-GAAP financial measures as supplements to GAAP financial
measures and by providing the reconciliations of the non-GAAP
financial measures to their most comparable GAAP financial
measures. Investors should consider adjusted measures in addition
to, and not as a substitute for, or superior to, financial
performance measures prepared in accordance with GAAP.
II-VI
Incorporated and Subsidiaries |
Condensed
Consolidated Statements of Earnings (Unaudited) |
($000
except per share data) |
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
June 30, |
|
March 31, |
|
June 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
|
|
|
|
|
Revenues |
|
$ |
808,006 |
|
|
$ |
783,232 |
|
|
$ |
746,290 |
|
|
|
|
|
|
|
|
Costs, Expenses &
Other Expense (Income) |
|
|
|
|
|
|
Cost of goods sold |
|
500,379 |
|
|
483,676 |
|
|
444,153 |
|
Internal research and development |
|
83,768 |
|
|
83,231 |
|
|
100,489 |
|
Selling, general and administrative |
|
126,666 |
|
|
131,244 |
|
|
134,152 |
|
Interest expense |
|
14,066 |
|
|
13,034 |
|
|
25,521 |
|
Other expense (income), net |
|
(10,124 |
) |
|
(21,432 |
) |
|
1,264 |
|
Total Costs, Expenses, & Other Expense
(Income) |
|
714,755 |
|
|
689,753 |
|
|
705,579 |
|
|
|
|
|
|
|
|
Earnings Before Income
Taxes |
|
93,251 |
|
|
93,479 |
|
|
40,711 |
|
|
|
|
|
|
|
|
Income
Taxes |
|
10,957 |
|
|
12,387 |
|
|
(10,550 |
) |
|
|
|
|
|
|
|
Net
Earnings |
|
$ |
82,294 |
|
|
$ |
81,092 |
|
|
$ |
51,261 |
|
|
|
|
|
|
|
|
Less: Dividends on
Preferred Stock |
|
16,878 |
|
|
7,013 |
|
|
— |
|
Net Earnings available
to the Common Shareholders |
|
$ |
65,416 |
|
|
$ |
74,079 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
Basic Earnings Per
Share |
|
$ |
0.62 |
|
|
$ |
0.71 |
|
|
$ |
0.56 |
|
|
|
|
|
|
|
|
Diluted Earnings Per
Share |
|
$ |
0.59 |
|
|
$ |
0.66 |
|
|
$ |
0.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Shares
Outstanding - Basic |
|
104,957 |
|
|
104,767 |
|
|
91,517 |
|
Average Shares
Outstanding - Diluted |
|
116,225 |
|
|
116,302 |
|
|
102,142 |
|
II-VI
Incorporated and Subsidiaries |
Condensed
Consolidated Statements of Earnings (Unaudited) |
($000
except per share data) |
|
|
|
|
|
|
|
Year Ended |
|
|
June 30, |
|
June 30, |
|
|
2021 |
|
2020 |
|
|
|
|
|
Revenues |
|
$ |
3,105,891 |
|
|
$ |
2,380,071 |
|
|
|
|
|
|
Costs, Expenses &
Other Expense (Income) |
|
|
|
|
Cost of goods sold |
|
1,889,678 |
|
|
1,560,521 |
|
Internal research and development |
|
330,105 |
|
|
339,073 |
|
Selling, general and administrative |
|
483,989 |
|
|
440,998 |
|
Interest expense |
|
59,899 |
|
|
89,409 |
|
Other expense (income), net |
|
(10,370 |
) |
|
13,998 |
|
Total Costs, Expenses, & Other Expense
(Income) |
|
2,753,301 |
|
|
2,443,999 |
|
|
|
|
|
|
Earnings (Loss) Before
Income Taxes |
|
352,590 |
|
|
(63,928 |
) |
|
|
|
|
|
Income
Taxes |
|
55,038 |
|
|
3,101 |
|
|
|
|
|
|
Net Earnings
(Loss) |
|
$ |
297,552 |
|
|
$ |
(67,029 |
) |
|
|
|
|
|
Basic Earnings (Loss)
Per Share |
|
$ |
2.50 |
|
|
$ |
(0.79 |
) |
|
|
|
|
|
Diluted Earnings
(Loss) Per Share |
|
$ |
2.37 |
|
|
$ |
(0.79 |
) |
|
|
|
|
|
Average Shares
Outstanding - Basic |
|
104,151 |
|
|
84,828 |
|
Average Shares
Outstanding - Diluted |
|
115,034 |
|
|
84,828 |
|
II-VI
Incorporated and Subsidiaries |
|
|
|
|
Condensed
Consolidated Balance Sheets (Unaudited) |
|
|
|
|
($000) |
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
June 30, |
|
|
2021 |
|
2020 |
Assets |
|
|
|
|
Current Assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
1,591,892 |
|
|
$ |
493,046 |
|
Accounts receivable |
|
658,962 |
|
|
598,124 |
|
Inventories |
|
695,828 |
|
|
619,810 |
|
Prepaid and refundable income taxes |
|
13,095 |
|
|
12,279 |
|
Prepaid and other current assets |
|
67,617 |
|
|
65,710 |
|
Total Current Assets |
|
3,027,394 |
|
|
1,788,969 |
|
Property, plant & equipment, net |
|
1,242,906 |
|
|
1,214,772 |
|
Goodwill |
|
1,296,727 |
|
|
1,239,009 |
|
Other intangible assets, net |
|
718,460 |
|
|
758,368 |
|
Deferred income taxes |
|
33,498 |
|
|
22,938 |
|
Other assets |
|
193,665 |
|
|
210,658 |
|
Total
Assets |
|
$ |
6,512,650 |
|
|
$ |
5,234,714 |
|
|
|
|
|
|
Liabilities and Shareholders’ Equity |
|
|
|
|
Current Liabilities |
|
|
|
|
Current portion of long-term debt |
|
$ |
62,050 |
|
|
$ |
69,250 |
|
Accounts payable |
|
294,486 |
|
|
268,773 |
|
Operating lease current liabilities |
|
25,358 |
|
|
24,634 |
|
Accruals and other current liabilities |
|
347,695 |
|
|
310,236 |
|
Total Current Liabilities |
|
729,589 |
|
|
672,893 |
|
Long-term debt |
|
1,313,091 |
|
|
2,186,092 |
|
Deferred income taxes |
|
73,962 |
|
|
45,551 |
|
Operating lease liabilities |
|
125,541 |
|
|
94,701 |
|
Other liabilities |
|
138,119 |
|
|
158,674 |
|
Total Liabilities |
|
2,380,302 |
|
|
3,157,911 |
|
Total Mezzanine Equity |
|
726,178 |
|
|
— |
|
Total Shareholders' Equity |
|
3,406,170 |
|
|
2,076,803 |
|
Total
Liabilities and Shareholders’ Equity |
|
$ |
6,512,650 |
|
|
$ |
5,234,714 |
|
II-VI
Incorporated and Subsidiaries |
|
|
|
|
Condensed
Consolidated Statements of Cash Flows (Unaudited) |
|
|
|
|
($000) |
|
Year Ended |
|
|
June 30, |
|
|
2021 |
|
2020 |
Cash Flows
from Operating Activities |
|
|
|
|
Net cash provided by operating activities |
|
$ |
574,353 |
|
|
$ |
297,292 |
|
|
|
|
|
|
Cash Flows
from Investing Activities |
|
|
|
|
Additions to property, plant & equipment |
|
(146,337 |
) |
|
(136,877 |
) |
Purchases of businesses, net of cash acquired |
|
(34,394 |
) |
|
(1,036,609 |
) |
Other investing activities |
|
7,774 |
|
|
(5,804 |
) |
Net cash used in investing activities |
|
(172,957 |
) |
|
(1,179,290 |
) |
|
|
|
|
|
Cash Flows
from Financing Activities |
|
|
|
|
Proceeds from issuance of common shares |
|
460,000 |
|
|
— |
|
Proceeds from issuance of Series A preferred shares |
|
460,000 |
|
|
— |
|
Proceeds from issuance of Series B preferred shares |
|
750,000 |
|
|
— |
|
Proceeds from borrowings of Term A Facility |
|
— |
|
|
1,241,000 |
|
Proceeds from borrowings of Term B Facility |
|
— |
|
|
720,000 |
|
Procedures from borrowings of Revolving Credit Facility |
|
— |
|
|
160,000 |
|
Proceeds from borrowings under prior Credit Facility |
|
— |
|
|
10,000 |
|
Payments on borrowings under prior Term Loan, Credit Facility, and
other loans |
|
— |
|
|
(176,618 |
) |
Payment on Finisar Notes |
|
— |
|
|
(560,112 |
) |
Payments on borrowings under Term A Facility |
|
(137,050 |
) |
|
(46,538 |
) |
Payments on borrowings under Term B Facility |
|
(714,600 |
) |
|
(5,400 |
) |
Payments on borrowings under Revolving Credit Facility |
|
(74,000 |
) |
|
(86,000 |
) |
Debt issuance costs |
|
— |
|
|
(63,510 |
) |
Equity issuance costs |
|
(58,596 |
) |
|
— |
|
Proceeds from exercises of stock options and purchases of stock
under employee stock purchase plan |
|
32,360 |
|
|
13,467 |
|
Payments in satisfaction of employees' minimum tax obligations |
|
(19,701 |
) |
|
(28,700 |
) |
Payment of dividends |
|
(20,319 |
) |
|
— |
|
Common stock repurchase |
|
— |
|
|
(1,625 |
) |
Other financing activities |
|
(2,367 |
) |
|
(2,339 |
) |
Net cash provided by financing activities |
|
675,727 |
|
|
1,173,625 |
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
21,723 |
|
|
(3,453 |
) |
Net increase (decrease) in cash and cash equivalents |
|
1,098,846 |
|
|
288,174 |
|
Cash and Cash Equivalents at Beginning of Period |
|
493,046 |
|
|
204,872 |
|
Cash and Cash Equivalents at End of Period |
|
$ |
1,591,892 |
|
|
$ |
493,046 |
|
Table 2 |
|
|
|
|
|
|
|
|
|
|
|
Segment
Revenues, GAAP Operating Income (Loss) & Margins,
and |
|
|
|
|
|
|
|
Non-GAAP
Operating Income (Loss) & Margins* |
|
|
|
|
|
|
|
$ Millions, except
% |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
Photonic Solutions |
|
$ |
549.7 |
|
|
$ |
508.0 |
|
|
$ |
517.2 |
|
|
|
$ |
2,038.3 |
|
|
$ |
1,536.7 |
|
Compound Semiconductors |
|
258.3 |
|
|
275.3 |
|
|
229.0 |
|
|
|
1,067.6 |
|
|
821.2 |
|
Unallocated and Other |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
22.1 |
|
Consolidated |
|
$ |
808.0 |
|
|
$ |
783.2 |
|
|
$ |
746.2 |
|
|
|
$ |
3,105.9 |
|
|
$ |
2,380.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Income
(Loss): |
|
|
|
|
|
|
|
|
|
|
|
Photonic Solutions |
|
$ |
60.5 |
|
|
$ |
48.3 |
|
|
$ |
49.1 |
|
|
|
$ |
207.7 |
|
|
$ |
49.9 |
|
Compound Semiconductors |
|
47.7 |
|
|
51.8 |
|
|
19.6 |
|
|
|
221.2 |
|
|
62.3 |
|
Unallocated and Other |
|
(11.1 |
) |
|
(14.9 |
) |
|
(1.3 |
) |
|
|
(26.8 |
) |
|
(72.7 |
) |
Consolidated |
|
$ |
97.1 |
|
|
$ |
85.1 |
|
|
$ |
67.4 |
|
|
|
$ |
402.1 |
|
|
$ |
39.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Operating
Income (Loss): |
|
|
|
|
|
|
|
|
|
|
|
Photonic Solutions |
|
$ |
87.4 |
|
|
$ |
74.5 |
|
|
$ |
88.8 |
|
|
|
$ |
324.3 |
|
|
$ |
224.4 |
|
Compound Semiconductors |
|
61.1 |
|
|
66.5 |
|
|
35.8 |
|
|
|
277.2 |
|
|
100.6 |
|
Unallocated and Other |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(0.2 |
) |
Consolidated |
|
$ |
148.5 |
|
|
$ |
141.0 |
|
|
$ |
124.6 |
|
|
|
$ |
601.5 |
|
|
$ |
324.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating
Margin: |
|
|
|
|
|
|
|
|
|
|
|
Photonic Solutions |
|
11.0% |
|
9.5% |
|
9.5% |
|
|
10.2% |
|
3.2% |
Compound Semiconductors |
|
18.5% |
|
18.8% |
|
8.6% |
|
|
20.7% |
|
7.6% |
Consolidated |
|
12.0% |
|
10.9% |
|
9.0% |
|
|
12.9% |
|
1.7% |
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Operating
Margin: |
|
|
|
|
|
|
|
|
|
|
|
Photonic Solutions |
|
15.9% |
|
14.7% |
|
17.2% |
|
|
15.9% |
|
14.6% |
Compound Semiconductors |
|
23.7% |
|
24.2% |
|
15.6% |
|
|
26.0% |
|
12.3% |
Consolidated |
|
18.4% |
|
18.0% |
|
16.7% |
|
|
19.4% |
|
13.6% |
* During the three months ended June 30, 2021 and March 31, 2021
and the year ended June 30, 2021, “Unallocated and Other” primarily
includes transaction costs related to the Coherent transaction.
During the three months ended June 30, 2020 and the year ended June
30, 2020, “Unallocated and Other” primarily includes transaction
costs related to the Finisar acquisition, as well as revenues from
the consolidated Finisar operations for the period between the
acquisition date of September 24, 2019 and September 30, 2019
Table 3 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Segment Non-GAAP Operating Income (Loss)
to |
|
|
|
|
|
|
|
GAAP Segment Operating
Income (Loss) |
|
|
|
|
|
|
|
|
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Non-GAAP Photonic Solutions Operating Income |
|
$ |
87.4 |
|
|
$ |
74.5 |
|
|
$ |
88.8 |
|
|
|
$ |
324.3 |
|
|
$ |
224.4 |
|
Measurement period adjustment on long-lived assets |
|
— |
|
|
— |
|
|
(1.9 |
) |
|
|
— |
|
|
— |
|
Share-based compensation |
|
(9.4 |
) |
|
(7.6 |
) |
|
(17.9 |
) |
|
|
(39.6 |
) |
|
(43.0 |
) |
Amortization of acquired intangibles |
|
(17.3 |
) |
|
(17.3 |
) |
|
(15.9 |
) |
|
|
(69.2 |
) |
|
(53.3 |
) |
Fair value adjustment on acquired inventory |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(74.2 |
) |
Restructuring, transaction expenses and other |
|
(0.2 |
) |
|
(1.3 |
) |
|
(4.0 |
) |
|
|
(7.8 |
) |
|
(4.0 |
) |
Photonic Solutions
GAAP Operating Income |
|
$ |
60.5 |
|
|
$ |
48.3 |
|
|
$ |
49.1 |
|
|
|
$ |
207.7 |
|
|
$ |
49.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Compound
Semiconductors Operating Income |
|
$ |
61.1 |
|
|
$ |
66.5 |
|
|
$ |
35.8 |
|
|
|
$ |
277.2 |
|
|
$ |
100.6 |
|
Measurement period adjustment on long-lived assets |
|
— |
|
|
— |
|
|
(7.2 |
) |
|
|
— |
|
|
— |
|
Share-based compensation |
|
(9.3 |
) |
|
(9.1 |
) |
|
(6.1 |
) |
|
|
(39.4 |
) |
|
(20.1 |
) |
Amortization of acquired intangibles |
|
(3.3 |
) |
|
(3.5 |
) |
|
(2.9 |
) |
|
|
(13.0 |
) |
|
(8.9 |
) |
Fair value adjustment on acquired inventory |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(6.4 |
) |
Restructuring, transaction expenses, and other |
|
(0.8 |
) |
|
(2.2 |
) |
|
— |
|
|
|
(3.6 |
) |
|
(2.9 |
) |
Compound
Semiconductors GAAP Operating Income |
|
$ |
47.7 |
|
|
$ |
51.8 |
|
|
$ |
19.6 |
|
|
|
$ |
221.2 |
|
|
$ |
62.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Unallocated and Other
Operating Income (Loss) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
$ |
(0.2 |
) |
Finisar results |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
1.9 |
|
Amortization of acquired intangibles |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(2.0 |
) |
Fair value adjustment on acquired inventory |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(7.1 |
) |
Severance and related - Share-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(10.7 |
) |
Severance and related - Other compensation |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(10.0 |
) |
One-time costs related to the Finisar acquisition |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(26.8 |
) |
Restructuring, transaction expenses, and other |
|
(11.1 |
) |
|
(14.9 |
) |
|
(1.3 |
) |
|
|
(26.8 |
) |
|
(17.8 |
) |
Unallocated and Other
GAAP Operating Income (Loss) |
|
$ |
(11.1 |
) |
|
$ |
(14.9 |
) |
|
$ |
(1.3 |
) |
|
|
$ |
(26.8 |
) |
|
$ |
(72.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total GAAP Operating
Income |
|
$ |
97.1 |
|
|
$ |
85.1 |
|
|
$ |
67.4 |
|
|
|
$ |
402.1 |
|
|
$ |
39.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Operating
Income |
|
$ |
148.5 |
|
|
$ |
141.0 |
|
|
$ |
124.6 |
|
|
|
$ |
601.5 |
|
|
$ |
324.8 |
|
*Amounts may not recalculate due to
rounding.
Table 4 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Measures to non-GAAP Measures |
|
|
|
|
|
|
|
|
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Gross profit on GAAP basis |
|
$ |
307.6 |
|
|
$ |
299.6 |
|
|
$ |
302.2 |
|
|
|
$ |
1,216.2 |
|
|
$ |
819.6 |
|
Finisar results (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(6.5 |
) |
Share-based compensation (4) |
|
3.4 |
|
|
3.0 |
|
|
4.4 |
|
|
|
12.1 |
|
|
11.6 |
|
Fair value adjustment on acquired inventory (2) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
87.7 |
|
Measurement period adjustment on long-lived assets (3) |
|
— |
|
|
— |
|
|
9.1 |
|
|
|
— |
|
|
— |
|
Restructuring, transaction expenses and other (5) |
|
0.7 |
|
|
1.8 |
|
|
— |
|
|
|
6.7 |
|
|
— |
|
Gross profit on
non-GAAP basis |
|
$ |
311.7 |
|
|
$ |
304.4 |
|
|
$ |
315.7 |
|
|
|
$ |
1,235.0 |
|
|
$ |
912.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Internal research and
development on GAAP basis |
|
$ |
83.8 |
|
|
$ |
83.2 |
|
|
$ |
100.5 |
|
|
|
$ |
330.1 |
|
|
$ |
339.1 |
|
Finisar results (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(2.9 |
) |
Share-based compensation (4) |
|
(4.8 |
) |
|
(4.2 |
) |
|
(6.1 |
) |
|
|
(17.0 |
) |
|
(16.2 |
) |
Restructuring, transaction expenses and other (5) |
|
— |
|
|
— |
|
|
(3.5 |
) |
|
|
— |
|
|
(3.5 |
) |
Internal research and
development on non-GAAP basis |
|
$ |
79.0 |
|
|
$ |
79.0 |
|
|
$ |
90.9 |
|
|
|
$ |
313.1 |
|
|
$ |
316.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative on GAAP basis |
|
$ |
126.7 |
|
|
$ |
131.2 |
|
|
$ |
134.2 |
|
|
|
$ |
484.0 |
|
|
$ |
441.0 |
|
Finisar results (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(1.7 |
) |
Share-based compensation (4) |
|
(10.3 |
) |
|
(9.6 |
) |
|
(13.5 |
) |
|
|
(49.8 |
) |
|
(35.3 |
) |
Amortization of acquired intangibles |
|
(20.6 |
) |
|
(20.8 |
) |
|
(18.8 |
) |
|
|
(82.2 |
) |
|
(64.2 |
) |
Restructuring, transaction expenses and other (5) |
|
(11.5 |
) |
|
(16.7 |
) |
|
(1.8 |
) |
|
|
(31.6 |
) |
|
(68.7 |
) |
Selling, general and
administrative on non-GAAP basis |
|
$ |
84.3 |
|
|
$ |
84.1 |
|
|
$ |
100.2 |
|
|
|
$ |
320.4 |
|
|
$ |
271.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income on
GAAP basis |
|
$ |
97.1 |
|
|
$ |
85.1 |
|
|
$ |
67.5 |
|
|
|
$ |
402.1 |
|
|
$ |
39.5 |
|
Finisar results (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(1.9 |
) |
Share-based compensation (4) |
|
18.5 |
|
|
16.8 |
|
|
24.0 |
|
|
|
78.9 |
|
|
63.1 |
|
Fair value adjustment on acquired inventory (2) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
87.7 |
|
Amortization of acquired intangibles |
|
20.6 |
|
|
20.8 |
|
|
18.8 |
|
|
|
82.2 |
|
|
64.2 |
|
Measurement period adjustment on long-lived assets (3) |
|
— |
|
|
— |
|
|
9.1 |
|
|
|
— |
|
|
— |
|
Restructuring, transaction expenses and other (5) |
|
12.2 |
|
|
18.5 |
|
|
5.3 |
|
|
|
38.3 |
|
|
72.2 |
|
Operating income on
non-GAAP basis |
|
$ |
148.5 |
|
|
$ |
141.0 |
|
|
$ |
124.6 |
|
|
|
$ |
601.5 |
|
|
$ |
324.8 |
|
Table 4 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Measures to non-GAAP Measures
(Continued) |
|
|
|
|
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Interest and other (income) expense, net on GAAP
basis |
|
$ |
3.9 |
|
|
$ |
(8.4 |
) |
|
$ |
26.8 |
|
|
|
$ |
49.5 |
|
|
$ |
103.4 |
|
Finisar results (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
0.3 |
|
Foreign currency exchange (gains) losses, net |
|
(1.2 |
) |
|
7.9 |
|
|
(6.3 |
) |
|
|
(5.5 |
) |
|
(14.4 |
) |
Additional interest expense related to Finisar acquisition |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(1.7 |
) |
Gain on investments |
|
10.9 |
|
|
— |
|
|
— |
|
|
|
17.9 |
|
|
— |
|
Restructuring, transaction expenses and other (5) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(5.0 |
) |
Debt extinguishment expense (6) |
|
— |
|
|
— |
|
|
— |
|
|
|
(24.7 |
) |
|
(3.9 |
) |
Gain on preferred equity forward sale agreement |
|
— |
|
|
11.4 |
|
|
— |
|
|
|
11.4 |
|
|
— |
|
Interest and other
(income) expense, net on non-GAAP basis |
|
$ |
13.6 |
|
|
$ |
10.9 |
|
|
$ |
20.5 |
|
|
|
$ |
37.2 |
|
|
$ |
78.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes (benefit)
on GAAP basis |
|
$ |
11.0 |
|
|
$ |
12.4 |
|
|
$ |
(10.6 |
) |
|
|
$ |
55.0 |
|
|
$ |
3.1 |
|
Tax impact of non-GAAP measures |
|
6.8 |
|
|
6.3 |
|
|
(2.6 |
) |
|
|
37.6 |
|
|
(15.1 |
) |
Tax impact of fair value adjustments |
|
— |
|
|
— |
|
|
(0.4 |
) |
|
|
— |
|
|
— |
|
Income taxes (benefit)
on non-GAAP basis |
|
$ |
17.8 |
|
|
$ |
18.7 |
|
|
$ |
(13.6 |
) |
|
|
$ |
92.6 |
|
|
$ |
(12.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) on
GAAP basis |
|
$ |
82.3 |
|
|
$ |
81.1 |
|
|
$ |
51.3 |
|
|
|
$ |
297.6 |
|
|
$ |
(67.0 |
) |
Finisar results (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
(1.6 |
) |
Share-based compensation (4) |
|
18.5 |
|
|
16.8 |
|
|
24.0 |
|
|
|
78.9 |
|
|
63.1 |
|
Fair value adjustment on acquired inventory (2) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
87.7 |
|
Amortization of acquired intangibles |
|
20.6 |
|
|
20.8 |
|
|
18.8 |
|
|
|
82.2 |
|
|
64.2 |
|
Measurement period adjustment on long-lived assets (3) |
|
— |
|
|
— |
|
|
9.1 |
|
|
|
— |
|
|
— |
|
Foreign currency exchange (gains) losses, net |
|
1.2 |
|
|
(7.9 |
) |
|
6.3 |
|
|
|
5.5 |
|
|
14.4 |
|
Additional interest expense related to Finisar acquisition (1) |
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
1.7 |
|
Gain on investments |
|
(10.9 |
) |
|
— |
|
|
— |
|
|
|
(17.9 |
) |
|
— |
|
Debt extinguishment expense (6) |
|
— |
|
|
— |
|
|
— |
|
|
|
24.7 |
|
|
3.9 |
|
Gain on preferred equity forward sale agreement |
|
— |
|
|
(11.4 |
) |
|
— |
|
|
|
— |
|
|
— |
|
Restructuring, transaction expenses and other (5) |
|
12.2 |
|
|
18.5 |
|
|
5.3 |
|
|
|
26.9 |
|
|
72.2 |
|
Tax impact of non-GAAP measures and fair value adjustments |
|
(6.8 |
) |
|
(6.3 |
) |
|
3.0 |
|
|
|
(37.6 |
) |
|
15.1 |
|
Net earnings on
non-GAAP basis |
|
$ |
117.0 |
|
|
$ |
111.5 |
|
|
$ |
117.8 |
|
|
|
$ |
460.2 |
|
|
$ |
258.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) on
GAAP basis |
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings (Loss) Per Share |
|
$ |
0.62 |
|
|
$ |
0.71 |
|
|
$ |
0.56 |
|
|
|
$ |
2.50 |
|
|
$ |
(0.79 |
) |
Diluted Earnings (Loss) Per Share |
|
$ |
0.59 |
|
|
$ |
0.66 |
|
|
$ |
0.53 |
|
|
|
$ |
2.37 |
|
|
$ |
(0.79 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings on
non-GAAP basis |
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share |
|
$ |
0.95 |
|
|
$ |
1.00 |
|
|
$ |
1.29 |
|
|
|
$ |
4.06 |
|
|
$ |
3.05 |
|
Diluted Earnings Per Share |
|
$ |
0.88 |
|
|
$ |
0.91 |
|
|
$ |
1.18 |
|
|
|
$ |
3.73 |
|
|
$ |
2.85 |
|
*Amounts may not recalculate due to rounding.
- “Finisar results”
includes the consolidated Finisar operations for the period between
the acquisition date of September 24, 2019 and September 30, 2019,
which includes additional interest expense and debt extinguishment
expense as a result of the acquisition financing. Finisar results
have been consolidated into the Photonics Solution and Compound
Semiconductors segments in periods subsequent to the three months
ended September 30, 2019.
- The fair value
adjustment represents the step up value adjustment of acquired
inventory from the Finisar acquisition.
- Represents the depreciation impact of measurement period
adjustments to the fair value of long-lived assets acquired in the
Finisar acquisition.
- Total share-based compensation expense for the fiscal year
ended June 30, 2020 was $63.1 million, of which $10.7 million was
incurred in relation to severance related expenses as described
below in note 5.
- During fiscal year 2020, restructuring, transaction expenses,
and other primarily represent acquisition and integration costs
related to the Finisar acquisition. In connection with the
acquisition of Finisar, the Company recorded $20.6 million of
compensation in the Condensed Consolidated Statement of Earnings
(Loss), of which $18.1 million was associated with Finisar’s
executive severance and retention agreements. Included in this
amount is $10.7 million of share-based compensation. During fiscal
year 2021, transaction costs primarily represent acquisition and
integration costs related to the Ascatron and Innovion
acquisitions, the pending Coherent acquisition, customer
settlements from acquired liabilities of previous acquisitions,
COVID-19 related costs, excess costs incurred in relation to supply
chain constraints, and asset retirement obligations.
- The Company recorded debt extinguishment expense of $24.7
million in connection with the extinguishment of the Term B Loan
Facility during the fiscal year ended June 30, 2021.
Table 5 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Net Income (Loss), EBITDA and
Adjusted EBITDA |
|
|
|
|
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Net earnings (loss) on GAAP basis |
|
$ |
82.3 |
|
|
|
$ |
81.1 |
|
|
|
$ |
51.3 |
|
|
|
|
$ |
297.6 |
|
|
|
$ |
(67.0 |
) |
|
Income taxes (benefit) |
|
10.9 |
|
|
|
12.4 |
|
|
|
(10.6 |
) |
|
|
|
55.0 |
|
|
|
3.1 |
|
|
Depreciation and amortization |
|
70.2 |
|
|
|
68.0 |
|
|
|
73.8 |
|
|
|
|
270.1 |
|
|
|
220.9 |
|
|
Interest expense |
|
14.1 |
|
|
|
13.0 |
|
|
|
25.5 |
|
|
|
|
59.9 |
|
|
|
89.4 |
|
|
EBITDA
(1) |
|
$ |
177.5 |
|
|
|
$ |
174.5 |
|
|
|
$ |
140.0 |
|
|
|
|
$ |
682.6 |
|
|
|
$ |
246.4 |
|
|
EBITDA margin |
|
22.0 |
|
% |
|
22.3 |
|
% |
|
18.8 |
|
% |
|
|
22.0 |
|
% |
|
10.4 |
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary fair value adjustment on acquired inventory |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
87.7 |
|
|
Share-based compensation |
|
18.5 |
|
|
|
16.8 |
|
|
|
24.0 |
|
|
|
|
78.9 |
|
|
|
63.1 |
|
|
Foreign currency exchange losses, net |
|
1.2 |
|
|
|
(7.9 |
) |
|
|
6.3 |
|
|
|
|
5.5 |
|
|
|
14.4 |
|
|
Impairment of investment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
— |
|
|
|
5.0 |
|
|
Debt extinguishment expense |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
24.7 |
|
|
|
— |
|
|
Gain on investment |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
(7.0 |
) |
|
|
— |
|
|
Gain on preferred equity forward sale agreement |
|
— |
|
|
|
(11.4 |
) |
|
|
— |
|
|
|
|
(11.4 |
) |
|
|
— |
|
|
Restructuring, transaction expenses, and other |
|
2.8 |
|
|
|
18.5 |
|
|
|
5.3 |
|
|
|
|
27.4 |
|
|
|
76.5 |
|
|
Adjusted EBITDA
(2) |
|
$ |
200.0 |
|
|
|
$ |
190.5 |
|
|
|
$ |
175.6 |
|
|
|
|
$ |
800.7 |
|
|
|
$ |
493.1 |
|
|
Adjusted EBITDA margin |
|
24.8 |
|
% |
|
24.3 |
|
% |
|
23.5 |
|
% |
|
|
25.8 |
|
% |
|
20.7 |
|
% |
*Amounts may not recalculate due to rounding.
(1) |
EBITDA is defined as earnings before interest, income taxes,
depreciation and amortization. |
(2) |
Adjusted EBITDA excludes non-GAAP adjustments for share-based
compensation, acquired intangibles amortization expense, certain
one-time transaction expense, the impact of restructuring and
related items, investment impairment charge and the impact of
foreign currency exchange gains and losses. |
Table 6 |
|
|
|
|
|
|
|
|
|
|
|
GAAP
Earnings Per Share Calculation |
|
|
|
|
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Numerator |
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
82.3 |
|
|
$ |
81.1 |
|
|
$ |
51.3 |
|
|
|
$ |
297.6 |
|
|
$ |
(67.0 |
) |
Series A Mandatory Convertible Preferred Stock dividends |
|
(6.9 |
) |
|
(6.9 |
) |
|
— |
|
|
|
(27.1 |
) |
|
— |
|
Series B Redeemable Preferred dividends |
|
(10.0 |
) |
|
— |
|
|
— |
|
|
|
(10.1 |
) |
|
— |
|
Basic earnings
available to common shareholders |
|
$ |
65.4 |
|
|
$ |
74.1 |
|
|
$ |
51.3 |
|
|
|
$ |
260.3 |
|
|
$ |
(67.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities |
|
|
|
|
|
|
|
|
|
|
|
Add back interest on Convertible Senior Notes Due 2022 |
|
$ |
3.1 |
|
|
$ |
3.1 |
|
|
$ |
2.8 |
|
|
|
$ |
12.3 |
|
|
$ |
— |
|
Diluted earnings
available to common shareholders |
|
$ |
68.5 |
|
|
$ |
77.1 |
|
|
$ |
54.1 |
|
|
|
$ |
272.6 |
|
|
$ |
(67.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares |
|
105.0 |
|
|
104.8 |
|
|
91.5 |
|
|
|
104.2 |
|
|
84.8 |
|
Effect of dilutive
securities: |
|
|
|
|
|
|
|
|
|
|
|
Common stock equivalents |
|
3.9 |
|
|
4.2 |
|
|
3.2 |
|
|
|
3.6 |
|
|
0.0 |
|
0.25% Convertible Senior Notes due 2022 |
|
7.3 |
|
|
7.3 |
|
|
7.4 |
|
|
|
7.3 |
|
|
0.0 |
|
Diluted weighted
average common shares |
|
116.2 |
|
|
116.3 |
|
|
102.1 |
|
|
|
115.0 |
|
|
84.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss)
per common share |
|
$ |
0.62 |
|
|
$ |
0.71 |
|
|
$ |
0.56 |
|
|
|
$ |
2.50 |
|
|
$ |
(0.79 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per common share |
|
$ |
0.59 |
|
|
$ |
0.66 |
|
|
$ |
0.53 |
|
|
|
$ |
2.37 |
|
|
$ |
(0.79 |
) |
*Amounts may not recalculate due to rounding.
Table 7 |
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Earnings Per Share Calculation |
|
|
|
|
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) |
|
Three Months Ended |
|
|
Year Ended |
|
|
Jun 30, |
|
Mar 31, |
|
Jun 30, |
|
|
Jun 30, |
|
Jun 30, |
|
|
2021 |
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
Numerator |
|
|
|
|
|
|
|
|
|
|
|
Net earnings on non-GAAP basis |
|
$ |
117.0 |
|
|
$ |
111.5 |
|
|
$ |
117.7 |
|
|
|
$ |
460.2 |
|
|
$ |
258.6 |
|
Series A Mandatory Convertible Preferred Stock dividends |
|
(6.9 |
) |
|
(6.9 |
) |
|
— |
|
|
|
(27.1 |
) |
|
— |
|
Series B Redeemable Preferred dividends |
|
(10.0 |
) |
|
— |
|
|
— |
|
|
|
(10.1 |
) |
|
— |
|
Basic earnings
available to common shareholders |
|
$ |
100.2 |
|
|
$ |
104.5 |
|
|
$ |
117.7 |
|
|
|
$ |
423.0 |
|
|
$ |
258.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities |
|
|
|
|
|
|
|
|
|
|
|
Add back interest on Convertible Senior Notes Due 2022 |
|
$ |
3.1 |
|
|
$ |
3.1 |
|
|
$ |
2.8 |
|
|
|
$ |
12.3 |
|
|
$ |
11.3 |
|
Add back Series A Preferred Stock dividends |
|
6.9 |
|
|
6.9 |
|
|
— |
|
|
|
27.1 |
|
|
— |
|
Diluted earnings
available to common shareholders |
|
$ |
110.1 |
|
|
$ |
114.5 |
|
|
$ |
120.5 |
|
|
|
$ |
462.4 |
|
|
$ |
270.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares |
|
|
105.0 |
|
|
104.8 |
|
|
91.5 |
|
|
|
104.2 |
|
|
84.8 |
|
Effect of dilutive
securities: |
|
|
|
|
|
|
|
|
|
|
|
Common stock equivalents |
|
3.9 |
|
|
4.2 |
|
|
3.2 |
|
|
|
3.6 |
|
|
2.3 |
|
0.25% Convertible Senior Notes due 2022 |
|
7.3 |
|
|
7.3 |
|
|
7.4 |
|
|
|
7.3 |
|
|
7.6 |
|
Series A Mandatory Convertible Preferred Stock |
|
8.9 |
|
|
8.9 |
|
|
— |
|
|
|
8.9 |
|
|
— |
|
Diluted weighted
average common shares |
|
125.1 |
|
|
125.2 |
|
|
102.1 |
|
|
|
123.9 |
|
|
94.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss)
per common share on non-GAAP basis (1) |
|
$ |
0.95 |
|
|
$ |
1.00 |
|
|
$ |
1.29 |
|
|
|
$ |
4.06 |
|
|
$ |
3.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per common share on non-GAAP basis |
|
$ |
0.88 |
|
|
$ |
0.91 |
|
|
$ |
1.18 |
|
|
|
$ |
3.73 |
|
|
$ |
2.85 |
|
*Amounts may not recalculate due to rounding.
Table 8 |
|
|
|
|
|
|
|
Example
EPS Calculations |
|
|
|
$
Millions |
|
|
|
|
|
|
|
|
Hypothetical Earnings Level for Q1 FY22 |
Numerator |
|
|
|
|
|
|
|
Net earnings |
$ |
20.0 |
|
|
$ |
55.0 |
|
|
$ |
110.0 |
|
|
$ |
155.0 |
|
Deduct Series A preferred stock dividends |
$ |
(6.9 |
) |
|
(6.9 |
) |
|
(6.9 |
) |
|
(6.9 |
) |
Deduct Series B redeemable preferred dividends |
$ |
(10.1 |
) |
|
$ |
(10.1 |
) |
|
$ |
(10.1 |
) |
|
$ |
(10.1 |
) |
Basic earnings
available to common shareholders |
$ |
3.0 |
|
|
$ |
38.0 |
|
|
$ |
93.0 |
|
|
$ |
138.0 |
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities |
|
|
|
|
|
|
|
Add back interest on Convertible Senior Notes Due 2022 |
$ |
— |
|
|
$ |
0.8 |
|
|
$ |
0.8 |
|
|
$ |
0.8 |
|
Add back Series A preferred stock dividends |
— |
|
|
— |
|
|
6.9 |
|
|
6.9 |
|
Add back Series B preferred dividends |
— |
|
|
— |
|
|
— |
|
|
10.1 |
|
Diluted earnings
available to common shareholders |
$ |
3.0 |
|
|
$ |
38.8 |
|
|
$ |
100.7 |
|
|
$ |
155.8 |
|
|
|
|
|
|
|
|
|
Denominator |
|
|
|
|
|
|
|
Weighted average shares |
106.0 |
|
|
106.0 |
|
|
106.0 |
|
|
106.0 |
|
Effect of dilutive
securities |
|
|
|
|
|
|
|
Common stock equivalents |
2.4 |
|
|
2.4 |
|
|
2.4 |
|
|
2.4 |
|
0.25% Convertible Senior Notes due 2022 |
— |
|
|
7.3 |
|
|
7.3 |
|
|
7.3 |
|
Series A Mandatory Convertible Preferred Stock |
— |
|
|
— |
|
|
8.9 |
|
|
8.9 |
|
Series B Redeemable Preferred Stock |
— |
|
|
— |
|
|
— |
|
|
8.8 |
|
Diluted weighted
average common shares |
108.4 |
|
|
115.7 |
|
|
124.6 |
|
|
133.4 |
|
|
|
|
|
|
|
|
|
Basic earnings (loss)
per common share on non-GAAP basis |
$ |
0.03 |
|
|
$ |
0.36 |
|
|
$ |
0.88 |
|
|
$ |
1.30 |
|
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per common share on non-GAAP basis |
$ |
0.03 |
|
|
$ |
0.34 |
|
|
$ |
0.81 |
|
|
$ |
1.17 |
|
CONTACT:
Mary Jane RaymondTreasurer and Chief Financial
Officerinvestor.relations@ii-vi.com www.ii-vi.com/contact-us
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