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Earnings release · 8-K exhibit

Coherent Corp. · Earnings release

COHR · Information Technology

Filed 2025-05-07 · CY2025 Q2 · Company’s FY2025 Q3 · 4,760 words

Read the original on sec.gov ↗

EX-99.12d930395dex991.htmEX-99.1 EX-99.1

Exhibit 99.1

Coherent Corp.

375 Saxonburg

Blvd.

Saxonburg, PA 16056-9499

PRESS RELEASE

COHERENT CORP. REPORTS THIRD QUARTER FISCAL 2025 RESULTS

•

Q3 REVENUE OF $1.50B, INCREASED 24% Y/Y

•

Q3 GAAP GROSS MARGIN OF 35.2%, INCREASED 491 bps Y/Y; Q3 NON-GAAPGROSS MARGIN OF 38.5%, INCREASED 490 bps Y/Y

•

Q3 GAAP EPS OF $(0. 11), IMPROVED $0.18 Y/Y; Q3 NON-GAAP EPS OF $0.91,

IMPROVED $0.53 Y/Y

SAXONBURG, Pa., May 7, 2025 (GLOBE NEWSWIRE) – Coherent Corp. (NYSE: COHR) (“Coherent,”

“We,” or the “Company”), a global leader in materials, networking, and lasers, announced financial results today for its fiscal third quarter ended March 31, 2025.

Revenue for the third quarter of fiscal 2025 was $1.50 billion, with GAAP gross margin of 35.2% and GAAP net loss of $0.11 per diluted share. On a non-GAAP basis, gross margin was 38.5% with net income per diluted share of $0.91.

Jim Anderson, CEO, said, “We

delivered strong growth and profitability in the March quarter with record revenue driven by another quarter of strong AI-related datacenter demand. We also introduced many new industry-leading optical

networking products and technologies during the past quarter which position us well for long-term growth.”

Sherri Luther, CFO, said, “Revenue

growth and gross margin expansion drove a significant year-over-year improvement in our GAAP and non-GAAP EPS. We also paid down $136 million of our outstanding debt. Cash and capital allocation remain

priorities for us, as we further improve operating leverage and efficiency, while continuing to make investments for the long-term growth of the company.”

1

Selected Third Quarter Financial Results and Comparisons (in millions, except percentages and per share data)

Table 1

GAAP Financial Results (unaudited)

Q3 FY25

Q2 FY25

Q3 FY24

Q/Q

Y/Y

Q3 FY25

YTD

Q3 FY24

YTD

FY/FY

Revenues

$

1,498

$

1,435

$

1,209

4.4

%

23.9

%

$

4,281

$

3,393

26.2

%

Gross Margin %

35.2

%

35.5

%

30.3

%

(28

) bps

491

bps

35.0

%

30.2

%

480

bps

R&D Expense %

10.1

%

10.0

%

10.5

%

3

bps

(49

) bps

10.0

%

10.4

%

(42

) bps

SG&A Expense %

15.5

%

15.4

%

17.0

%

7

bps

(153

) bps

15.9

%

18.4

%

(254

) bps

Operating Expenses

$

456

$

373

$

344

22.4

%

32.5

%

$

1,213

$

991

22.4

%

Operating Income(1)

$

72

$

137

$

22

(47.6

)%

222.0

%

$

284

$

33

762.6

%

Operating Margin

4.8

%

9.5

%

1.8

%

(475

) bps

295

bps

6.6

%

1.0

%

566

bps

Net Earnings (Loss) Attributable to Coherent Corp.

$

16

$

103

$

(13

)

(84.8

)%

(219.1

)%

$

145

$

(108

)

(234.6

)%

Diluted Earnings (Loss) Per Share

$

(0.11

)

$

0.44

$

(0.29

)

$

(0.55

)

$

0.18

$

0.30

$

(1.32

)

$

1.62

(1)

Operating Income is defined as earnings (loss) before income taxes, interest expense, and other expense or

income, net.

Selected Third Quarter Financial Results and Comparisons (in millions, except percentages and per share data)

Table 1, continued

Non-GAAP Financial Results (unaudited)(1)(2)

Q3 FY25

Q2 FY25

Q3 FY24

Q/Q

Y/Y

Q3 FY25

YTD

Q3 FY24

YTD

FY/FY

Revenues

$

1,498

$

1,435

$

1,209

4.4

%

23.9

%

$

4,281

$

3,393

26.2

%

Gross Margin %

38.5

%

38.2

%

33.6

%

30

bps

490

bps

37.8

%

33.7

%

412

bps

R&D Expense %

9.4

%

9.6

%

10.1

%

(15

) bps

(62

) bps

9.5

%

9.8

%

(31

) bps

SG&A Expense %

10.4

%

10.2

%

11.0

%

28

bps

(55

) bps

10.6

%

11.7

%

(112

) bps

Operating Expenses

$

297

$

283

$

254

5.1

%

17.0

%

$

858

$

729

17.8

%

Operating Income

$

279

$

265

$

152

5.4

%

83.9

%

$

762

$

415

83.4

%

Operating Margin

18.6

%

18.5

%

12.6

%

18

bps

608

bps

17.8

%

12.2

%

555

bps

Net Earnings Attributable to Coherent Corp.

$

177

$

185

$

90

(4.1

)%

97.3

%

$

500

$

200

150.4

%

Diluted Earnings Per Share

$

0.91

$

0.95

$

0.38

$

(0.05

)

$

0.53

$

2.53

$

0.70

$

1.83

(1)

During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company’s financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial

measures presented in this press release have been recast to conform to the current presentation.

(2)

The Company has disclosed financial measurements in this earnings 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 attributable to Coherent Corp., the non-GAAP diluted

earnings per share, the non-GAAP operating income, the non-GAAP gross margin, the non-GAAP research and

2

development, the non-GAAP selling, general and administration, the non-GAAP operating expenses, 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. 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. All non-GAAP amounts exclude certain adjustments for share-based compensation,

acquired intangible amortization expense, restructuring charges (recoveries), integration and site consolidation expenses, integration transaction expenses, and various one-time adjustments. See Table 6 for

the Reconciliation of GAAP measures to non-GAAP measures.

Product Highlights – Third

Quarter Fiscal 2025

•

Recognized as an NVIDIA Ecosystem Innovation Partner. Coherent is collaborating with NVIDIA on using

silicon photonics and co-packaged optics in networking switches to enable the next generation of AI infrastructure.

•

Received Six Product Innovation Awards. Our innovations at the component, module, and system level across

datacenter and communications markets were recognized at the Optical Fiber Communication (OFC) Conference 2025.

•

Groundbreaking Demonstration of 400G EML to Enable Next-Generation 3.2T Transceivers. Our innovative

differential electro-absorption-modulated laser (EML) technology paves the path for future industry adoption of 3.2T optical interconnects.

•

Showcased Multiple Key Technologies for Co-Packaged Optics (CPO).At OFC 2025, we demonstrated a comprehensive portfolio of technologies including high power InP CW lasers, VCSEL-based CPO solutions, and various passive optical components, which enable CPO applications in AI datacenters.

•

Demonstrated Market-Leading 200G VCSELs and Detectors for 1.6T Multimode Transceivers. Our internally

developed 200G VCSELs and photodiodes offer the best cost- and power-efficiency for short-reach datacenter interconnects.

•

Multi-Technology 1.6T Transceivers. Showcased three different 1.6T transceivers, each of which uses

different internally developed solutions, including Silicon Photonics, EML, and VCSEL, leveraging our broad and deep technology portfolio.

3

Business Outlook – Fourth Quarter Fiscal 2025(1)

•

G1Revenue for the fourth quarter of fiscal 2025 is expected to be between $1.425 billion and

$1.575 billion.

•

G2Gross margin percentage for the fourth quarter of fiscal 2025 is expected to be between 37% and 39% on a non-GAAP basis.

•

G3Total operating expenses for the fourth quarter of fiscal 2025 are expected to be between $290 million and

$310 million on a non-GAAP basis.

•

G4Tax rate for the fourth quarter of fiscal 2025 is expected to be between 21% and 24% on a non-GAAP basis.

•

G5EPS for the fourth quarter of fiscal 2025 is expected to be between $0.81 and $1.01 on a non-GAAP basis.

(1)

The Company has not provided a quantitative reconciliation of forward-lookingnon-GAAP gross margin percentage, non-GAAP operating expenses, non-GAAP tax rate, andnon-GAAP earnings per share, because we cannot, without unreasonable efforts, forecast certain items required to develop comparable GAAP measures. These items include, without limitation, restructuring

charges; integration, site consolidation and other expenses; foreign exchange gains (losses); and share based compensation expense. The variability of these items could significantly impact our future GAAP financial results and we believe that the

inclusion of any such reconciliations would imply a degree or precision that could be confusing or misleading to investors.

Investor

Conference Call / Webcast Details

Coherent will review the Company’s financial results for its third quarter of fiscal 2025 and business outlook

on Wednesday, May 7, at 5:00 p.m. ET. A live webcast and replay of the conference call will be available on the Investor Relations section of the Company’s website at coherent.com/company/investor-relations. The Company’s

financial guidance will be limited to the comments on its public quarterly earnings call and the public business outlook statements contained in this press release.

Additional Information and Where to Find It

In

connection with the conference call described above, the Company intends to file an investor presentation as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission

(“SEC”) and to post the investor presentation on the Company’s website at coherent.com/company/investor-relations/investor-presentations after market close on May 7, 2025. We also may, from time to time, post other

important information for investors on our website at coherent.com/company/investor-relations. We intend to use our website as a means of disclosing material, non-public information and for complying

with our disclosure obligations under Regulation FD. Accordingly, investors should review the Investor Relations page of our website referenced above, in addition to following the Company’s press releases, SEC filings, and public conference

calls, presentations, and webcasts. Investors and security holders are able to obtain free copies of these documents through the Company’s website referenced above. Copies of the documents filed by the Company with the SEC may be obtained free

of charge on the Company’s website at coherent.com/company/investor-relations/sec-filings. The information contained on, or that may be accessed through, the Company’s website is not

incorporated by reference into, and is not part of, this release.

4

Forward-Looking Statements

This press release contains statements, estimates, and projections that constitute “forward-looking statements” as defined under U.S. federal

securities laws – including our estimates and projections for our business outlook for the fourth quarter of fiscal 2025, each of which is 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 contained herein are subject to certain risks and uncertainties that could cause the Company’s actual results to differ materially from its

historical experience and our present expectations or projections.

The Company believes that all forward-looking statements made by it herein 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 herein 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 terms of the Company’s indebtedness and ability to service such debt in connection with its acquisition of Coherent, Inc. (the “Transaction”), (iii) risks relating to future integration and/or

restructuring actions; (iv) fluctuations in purchasing patterns of customers and end users; (v) the ability of the Company to retain and hire key employees; (vi) changes in demand in the Company’s end markets along with the

Company’s ability to respond to such market changes; (vii) the timely release of new products and acceptance of such new products by the market; (viii) the introduction of new products by competitors and other competitive responses;

(ix) 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; (x) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xi) the risks that the Company’s stock price will not trade in line with industrial technology leaders;

(xii) the impact of trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries; and/or (xiii) the risks relating to forward-looking statements and other “Risk Factors”

identified from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and our subsequently filed Quarterly Reports on Form 10-Q, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. 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.

5

About Coherent

Coherent empowers market innovators to define the future through breakthrough technologies, from materials to systems. We deliver innovations that resonate

with our customers in diversified applications for the industrial, communications, electronics, and instrumentation markets. Coherent has research and development, manufacturing, sales, service, and distribution facilities worldwide. For more

information, please visit us at coherent.com.

Contact:

Paul Silverstein

Senior VP, Investor Relations

investor.relations@coherent.com

# # #

6

Table 2

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss)*

THREE MONTHS ENDED

$ Millions, except per share amounts (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024

Revenues

$

1,497.9

$

1,434.7

$

1,208.8

Costs, Expenses & Other Expense (Income)

Cost of goods sold

970.2

925.3

842.3

Research and development

150.7

143.9

127.5

Selling, general and administrative

231.4

220.6

205.2

Restructuring charges

73.8

8.0

11.5

Interest expense

57.3

64.3

72.8

Other expense (income), net

4.6

(55.8

)

(18.6

)

Total Costs, Expenses, & Other Expense

1,488.0

1,306.3

1,240.7

Earnings (Loss) Before Income Taxes

9.9

128.4

(31.9

)

Income Taxes

8.1

26.9

(16.1

)

Net Earnings (Loss)

1.8

101.5

(15.7

)

Net Loss Attributable to Noncontrolling Interests

(13.9

)

(1.8

)

(2.5

)

Net Earnings (Loss) Attributable to Coherent Corp.

$

15.7

$

103.4

$

(13.2

)

Less: Dividends on Preferred Stock

32.7

32.3

31.2

Net Earnings (Loss) Available to the Common Shareholders

$

(17.0

)

$

71.1

$

(44.4

)

Basic Earnings (Loss) Per Share

$

(0.11

)

$

0.46

$

(0.29

)

Diluted Earnings (Loss) Per Share

$

(0.11

)

$

0.44

$

(0.29

)

Average Shares Outstanding - Basic

155.2

154.8

152.1

Average Shares Outstanding - Diluted

155.2

160.0

152.1

*

Amounts may not recalculate due to rounding.

7

Table 2

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Earnings (Loss)*

(Continued)

NINE MONTHS ENDED

$ Millions, except per share amounts (unaudited)

Mar 31,

2025

Mar 31,

2024

Revenues

$

4,280.7

$

3,393.3

Costs, Expenses & Other Expense (Income)

Cost of goods sold

2,783.5

2,369.3

Research and development

426.2

352.1

Selling, general and administrative

681.0

626.0

Restructuring charges

106.2

13.0

Interest expense

188.2

220.7

Other expense (income), net

(62.0

)

(30.3

)

Total Costs, Expenses, & Other Expense

4,123.1

3,550.9

Earnings (Loss) Before Income Taxes

157.6

(157.6

)

Income Taxes

29.4

(45.8

)

Net Earnings (Loss)

128.2

(111.7

)

Net Loss Attributable to Noncontrolling Interests

(16.8

)

(4.0

)

Net Earnings (Loss) Attributable to Coherent Corp.

$

145.0

$

(107.7

)

Less: Dividends on Preferred Stock

96.8

91.9

Net Earnings (Loss) Available to the Common Shareholders

$

48.2

$

(199.7

)

Basic Earnings (Loss) Per Share

$

0.31

$

(1.32

)

Diluted Earnings (Loss) Per Share

$

0.30

$

(1.32

)

Average Shares Outstanding - Basic

154.5

151.3

Average Shares Outstanding - Diluted

159.2

151.3

*

Amounts may not recalculate due to rounding.

8

Table 3

Coherent Corp. and Subsidiaries

Condensed Consolidated Balance Sheets*

$ Millions (unaudited)

March 31,

2025

June 30,

2024

Assets

Current Assets

Cash and cash equivalents

$

890.3

$

926.0

Restricted cash, current

19.1

174.0

Accounts receivable

1,010.0

848.5

Inventories

1,391.5

1,286.4

Prepaid and refundable income taxes

24.9

26.9

Prepaid and other current assets

364.1

398.2

Total Current Assets

3,699.9

3,660.1

Property, plant & equipment, net

1,936.4

1,817.3

Goodwill

4,458.0

4,464.3

Other intangible assets, net

3,282.5

3,503.2

Deferred income taxes

52.6

41.0

Restricted cash, non-current

716.7

689.6

Other assets

298.8

313.1

Total Assets

$

14,444.8

$

14,488.6

Liabilities, Mezzanine Equity and Equity

Current Liabilities

Current portion of long-term debt

$

4.7

$

73.8

Accounts payable

777.3

631.5

Operating lease current liabilities

42.7

40.6

Accruals and other current liabilities

672.3

597.9

Total Current Liabilities

1,497.0

1,343.8

Long-term debt

3,727.1

4,026.4

Deferred income taxes

673.8

784.4

Operating lease liabilities

170.0

162.4

Other liabilities

208.1

225.4

Total Liabilities

6,276.0

6,542.4

Total Mezzanine Equity

2,461.6

2,364.8

Total Coherent Corp. Shareholders’ Equity

5,352.6

5,210.1

Noncontrolling interests

354.6

371.4

Total Equity

5,707.2

5,581.5

Total Liabilities, Mezzanine Equity and Equity

$

14,444.8

$

14,488.6

*

Amounts may not recalculate due to rounding.

9

Table 4

Coherent Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows*

NINE MONTHS ENDED

$ Millions (unaudited)

Mar 31,

2025

Mar 31,

2024

Cash Flows from Operating Activities

Net cash provided by operating activities

$

503.3

$

383.4

Cash Flows from Investing Activities

Additions to property, plant & equipment

(309.5

)

(246.9

)

Proceeds from the sale of business

27.0

—

Other investing activities

(1.0

)

(2.1

)

Net cash used in investing activities

(283.5

)

(249.0

)

Cash Flows from Financing Activities

Contributions from noncontrolling interest holders

—

1,000.0

Proceeds from borrowings of revolving credit facilities

35.9

19.0

Payments on existing debt

(386.0

)

(165.1

)

Payments on borrowings under revolving credit facilities

(34.1

)

(18.6

)

Equity issuance costs

—

(31.8

)

Proceeds from exercises of stock options and purchases under employee stock purchase plan

47.5

36.1

Payments in satisfaction of employees’ minimum tax obligations

(48.9

)

(18.8

)

Other financing activities

(0.7

)

(0.8

)

Net cash provided by (used in) financing activities

(386.5

)

819.9

Effect of exchange rate changes on cash and cash equivalents

3.0

0.6

Net increase (decrease) in cash and cash equivalents

(163.7

)

954.9

Cash, Cash Equivalents, and Restricted Cash at Beginning of Period

1,789.7

837.6

Cash, Cash Equivalents, and Restricted Cash at End of Period

$

1,626.0

$

1,792.5

*

Amounts may not recalculate due to rounding.

10

Table 5

Segment Revenues*

THREE MONTHS ENDED

NINE MONTHS ENDED

$ Millions (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024

Mar 31,

2025

Mar 31,

2024

Revenues:

Networking

$

897.3

$

815.9

$

618.8

$

2,476.1

$

1,615.9

Materials

236.7

243.5

239.0

717.6

737.3

Lasers

363.9

375.3

351.0

1,087.0

1,040.1

Consolidated

$

1,497.9

$

1,434.7

$

1,208.8

$

4,280.7

$

3,393.3

*

Amounts may not recalculate due to rounding.

11

Table 6

Reconciliation of GAAP Measures to Non-GAAP Measures*

THREE MONTHS ENDED

NINE MONTHS ENDED

$ Millions, except per share amounts (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024(1)

Mar 31,

2025(1)

Mar 31,

2024(1)

Gross margin on GAAP basis

$

527.7

$

509.4

$

366.5

$

1,497.2

$

1,024.0

Share-based compensation

5.4

5.6

5.2

16.7

17.9

Amortization of acquired

intangibles(2)

43.7

30.4

30.6

104.5

91.6

Integration, site consolidation and

other(3)

—

2.6

4.0

1.7

10.8

Gross margin on non-GAAP basis

$

576.7

$

548.0

$

406.2

$

1,620.1

$

1,144.3

Research and development on GAAP basis

$

150.7

$

143.9

$

127.5

$

426.2

$

352.1

Share-based compensation

(5.3

)

(5.7

)

(4.9

)

(16.3

)

(17.9

)

Amortization of acquired

intangibles(2)

(3.8

)

(0.6

)

(0.7

)

(5.1

)

(2.0

)

Integration, site consolidation and

other(3)

(0.4

)

(0.2

)

(0.4

)

(0.3

)

(1.0

)

Research and development on non-GAAP basis

$

141.2

$

137.4

$

121.5

$

404.6

$

331.2

Selling, general and administrative on GAAP basis

$

231.4

$

220.6

$

205.2

$

681.0

$

626.0

Share-based compensation

(29.5

)

(29.7

)

(16.3

)

(83.7

)

(62.4

)

Amortization of acquired

intangibles(2)

(39.6

)

(40.7

)

(41.0

)

(121.1

)

(122.9

)

Integration, site consolidation and

other(3)

(6.0

)

(4.5

)

(15.1

)

(22.3

)

(43.1

)

Selling, general and administrative on non-GAAPbasis

$

156.3

$

145.7

$

132.8

$

453.7

$

397.7

Restructuring charges on GAAP basis

$

73.8

$

8.0

$

11.5

$

106.2

$

12.9

Restructuring charges(4)

(73.8

)

(8.0

)

(11.5

)

(106.2

)

(12.9

)

Restructuring charges on non-GAAP basis

$

—

$

—

$

—

$

—

$

—

Operating income on GAAP basis

$

71.8

$

136.9

$

22.3

$

283.8

$

32.9

Share-based compensation

40.2

41.0

26.4

116.7

98.2

Amortization of acquired intangibles

87.2

71.7

72.3

230.7

216.5

Restructuring charges(4)

73.8

8.0

11.5

106.2

12.9

Integration, site consolidation and

other(3)

6.4

7.3

19.5

24.3

54.9

Operating income on non-GAAP basis

$

279.3

$

264.9

$

151.9

$

761.8

$

415.4

12

Table 6

Reconciliation of GAAP Measures to Non-GAAP Measures*

(Continued)

THREE MONTHS ENDED

NINE MONTHS ENDED

$ Millions, except per share amounts (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024(1)

Mar 31,

2025(1)

Mar 31,

2024(1)

Interest and other (income) expense, net on GAAP basis

$

61.9

$

8.5

$

54.2

$

126.2

$

190.4

Foreign currency exchange gains (losses), net

(16.7

)

35.1

(3.1

)

8.6

(8.6

)

Interest and other (income) expense, net on non-GAAPbasis

$

45.1

$

43.6

$

51.0

$

134.8

$

181.8

Income taxes on GAAP basis

$

8.1

$

26.9

$

(16.1

)

$

29.4

$

(45.8

)

Tax impact of non-GAAP measures

47.6

19.2

29.8

95.2

83.5

Tax windfall from share-based

compensation(5)

4.2

4.1

—

19.2

—

Tax impact of valuation allowance for deferred tax assets(6)

(1.4

)

(11.8

)

—

(12.6

)

—

Income taxes on non-GAAP basis

$

58.5

$

38.4

$

13.7

$

131.2

$

37.7

Net earnings (loss) attributable to Coherent Corp. on GAAP basis

$

15.7

$

103.4

$

(13.2

)

$

145.0

$

(107.7

)

Share-based compensation

40.2

41.0

26.4

116.7

98.2

Amortization of acquired

intangibles(2)

87.2

71.7

72.3

230.7

216.5

Foreign currency exchange (gains) losses

16.7

(35.1

)

3.1

(8.6

)

8.6

Restructuring charges(4)

73.8

8.0

11.5

106.2

12.9

Integration, site consolidation and

other(3)

6.4

7.3

19.5

24.3

54.9

Non-controlling interest impact of non-GAAP items

(12.3

)

—

—

(12.3

)

—

Tax impact of non-GAAP measures

(47.6

)

(19.2

)

(29.8

)

(95.2

)

(83.5

)

Tax windfall from share-based

compensation(5)

(4.2

)

(4.1

)

—

(19.2

)

—

Tax impact of valuation allowance for deferred tax assets(6)

1.4

11.8

—

12.6

—

Net earnings attributable to Coherent Corp. on non-GAAPbasis

$

177.2

$

184.8

$

89.8

$

500.3

$

199.8

Per share data:

Net loss on GAAP basis

Basic Earnings (Loss) Per Share

$

(0.11

)

$

0.46

$

(0.29

)

$

0.31

$

(1.32

)

Diluted Earnings (Loss) Per Share

$

(0.11

)

$

0.44

$

(0.29

)

$

0.30

$

(1.32

)

Net earnings on non-GAAP basis

Basic Earnings Per Share

$

0.93

$

0.99

$

0.39

$

2.61

$

0.71

Diluted Earnings Per Share

$

0.91

$

0.95

$

0.38

$

2.53

$

0.70

*

Amounts may not recalculate due to rounding.

13

(1)

During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company’s financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial

measures presented in this press release have been recast to conform to the current presentation.

(2)

Amortization of acquired intangibles includes the write-off of certain

impaired intangible assets in the third quarter of fiscal 2025.

(3)

Integration, site consolidation and other costs include retention and severance payments and other integration

costs related to the acquisition of Coherent, Inc. Refer to table 7 for a more detailed description of these costs on a consolidated basis.

(4)

Restructuring charges include loss on sale of a facility, severance,non-cash impairment charges for production assets and improvements on leased facilities and other costs related to the Restructuring Plans.

(5)

Windfall tax benefits were recorded on the vesting of share-based compensation.

(6)

Valuation allowance adjustments were related to an increase (decrease) in valuation allowance related to

certain deferred tax assets resulting from the Company’s cumulative GAAP net loss that is not recognized for non-GAAP purposes given the historical non-GAAP net

earnings.

14

Table 7

Components of Integration, Site

Consolidation and Other Costs Excluded

from Non-GAAP Operating Income*

THREE MONTHS ENDED

NINE MONTHS ENDED

$ Millions (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024(1)

Mar 31,

2025(1)

Mar 31,

2024(1)

Integration, site consolidation and other costs

Consulting costs related to projects to integrate recent acquisitions into common technology

systems and simplify legal entity structure

$

5.8

$

3.8

$

11.1

$

21.0

$

34.3

Charges for products that areend-of-life, including production equipment to produce those products

—

—

2.2

—

2.2

Employee severance and retention costs for site consolidations as part of our Synergy and Site

Consolidation Plan or other actions

0.6

3.5

2.4

2.7

9.5

Severance costs related to the retirement of our CEO/CFO/President

—

—

3.8

0.6

5.9

Direct damages from substation power failure/fire at manufacturing sites

—

—

—

—

3.0

Integration, site consolidation and other costs

$

6.4

$

7.3

$

19.5

$

24.3

$

54.9

*

Amounts may not recalculate due to rounding.

(1)

During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company’s financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial

measures presented in this press release have been recast to conform to the current presentation.

15

Table 8

GAAP Earnings (Loss) Per Share

Calculation*

THREE MONTHS ENDED

NINE MONTHS ENDED

$ Millions, except per share amounts (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024

Mar 31,

2025

Mar 31,

2024

Numerator

Net earnings (loss) attributable to Coherent Corp.

$

15.7

$

103.4

$

(13.2

)

$

145.0

$

(107.7

)

Deduct Series B redeemable preferred dividends

(32.7

)

(32.3

)

(31.2

)

(96.8

)

(91.9

)

Basic earnings (loss) available to common shareholders

$

(17.0

)

$

71.1

$

(44.4

)

$

48.2

$

(199.7

)

Diluted earnings (loss) available to common shareholders

$

(17.0

)

$

71.1

$

(44.4

)

$

48.2

$

(199.7

)

Denominator

Weighted average shares

155.2

154.8

152.1

154.5

151.3

Effect of dilutive securities:

Common stock equivalents

—

5.2

—

4.7

—

Diluted weighted average common shares

155.2

160.0

152.1

159.2

151.3

Basic earnings (loss) per common share

$

(0.11

)

$

0.46

$

(0.29

)

$

0.31

$

(1.32

)

Diluted earnings (loss) per common share

$

(0.11

)

$

0.44

$

(0.29

)

$

0.30

$

(1.32

)

*

Amounts may not recalculate due to rounding.

16

Table 9

Non-GAAP Earnings Per Share Calculation*

THREE MONTHS ENDED

NINE MONTHS ENDED

$ Millions, except per share amounts (unaudited)

Mar 31,

2025

Dec 31,

2024

Mar 31,

2024(1)

Mar 31,

2025(1)

Mar 31,

2024(1)

Numerator

Net earnings attributable to Coherent Corp. on non-GAAPbasis

$

177.2

$

184.8

$

89.8

$

500.3

$

199.8

Deduct Series B redeemable preferred dividends

(32.7

)

(32.3

)

(31.2

)

(96.8

)

(91.9

)

Basic earnings available to common shareholders

$

144.6

$

152.6

$

58.6

$

403.5

$

107.9

Diluted earnings available to common shareholders

$

144.6

$

152.6

$

58.6

$

403.5

$

107.9

Denominator

Weighted average shares

155.2

154.8

152.1

154.5

151.3

Effect of dilutive securities:

Common stock equivalents

4.0

5.2

3.5

4.7

2.3

Diluted weighted average common shares

159.1

160.0

155.7

159.2

153.6

Basic earnings per common share on non-GAAPbasis

$

0.93

$

0.99

$

0.39

$

2.61

$

0.71

Diluted earnings per common share on non-GAAPbasis

$

0.91

$

0.95

$

0.38

$

2.53

$

0.70

*

Amounts may not recalculate due to rounding.

(1)

During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company’s financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial

measures presented in this press release have been recast to conform to the current presentation.

17

Mentions · how they’re counted

CategoryUnderlinedWord counterModel’s count
AI

AI, artificial intelligence, generative AI, machine learning, large language model, LLM

3——
Layoffs

layoffs, RIF, headcount reduction, workforce optimization, restructuring

12——
Recession

recession, downturn, contraction, slowdown

0——
Tariffs

tariff, trade war, trade barriers, trade restrictions, trade policy

1——
Buybacks

share repurchase, buyback program

0——

Underlines use the same word lists the scores use. AI, recession and tariffs follow Palanor’s word counter, so those counts match it exactly on the same text. Layoffs and buybacks use the terms the model was given. The model’s count is an estimate by meaning, not by string, so it can differ from the underlines.

Source: SEC EDGAR · public domain · Highlights by Palanor