II-VI INC
10-Q, 1997-05-15
OPTICAL INSTRUMENTS & LENSES
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                                FORM 10-Q


                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

[X]  Quarterly Report under Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

              For the quarterly period ended March 31, 1997

[ ]  Transition report pursuant to Section 13 or 15(d) of the 
     Securities Exchange Act of 1934 for the transition period 
     from                   to                   .
          ----------------     -----------------

                     Commission File Number:  0-16195


                           II-VI INCORPORATED
         (Exact name of registrant as specified in its charter)



        PENNSYLVANIA                           25-1214948
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification No.)

   375 Saxonburg Boulevard
      Saxonburg, PA 16056                        16056

(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code:  412-352-4455

Indicate by check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the registrant was required to file such reports), and  (2) has 
been subject to such filing requirements for the past 90 days.

                       Yes x            No 
                          ---             ---

Indicate the number of shares outstanding of each of the issuer's 
classes of common stock as of the latest practicable date:


At May 9, 1997, 6,400,756 shares of Common Stock, no par value,
of the registrant were outstanding.





                   II-VI INCORPORATED AND SUBSIDIARIES
                   -----------------------------------

                                  INDEX
                                  -----

<TABLE>
<CAPTION>
                                                          Page No.
                                                          --------
<S>                                                            <C>
PART 1  FINANCIAL INFORMATION

Item 1. Financial Statements.

        Condensed Consolidated Balance Sheets -- 
        March 31, 1997 and June 30, 1996. . . . . . . . . . .   3

        Condensed Consolidated Statements of Earnings -- 
        Three and nine months ended March 31, 1997 
        and 1996. . . . . . . . . . . . . . . . . . . . . . .   4

        Condensed Consolidated Statements of 
        Shareholders' Equity -- Three and nine months ended 
        March 31, 1997. . . . . . . . . . . . . . . . . . . .   6

        Condensed Consolidated Statements of 
        Cash Flows -- Nine months ended 
        March 31, 1997 and 1996 . . . . . . . . . . . . . . .   7

        Notes to Condensed Consolidated 
        Financial Statements. . . . . . . . . . . . . . . . .   8


Item 2. Management's Discussion and Analysis of 
        Financial Condition and Results of Operations . . . .  10


PART II OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . .  12
</TABLE>








                                    2


                     PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements
- -------------------------------------------------
II-VI Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
($000 except share data)
<TABLE>
<CAPTION>


                                                         March 31,           June 30,
1997                1996
                                                         ---------           --------
<S>                                                      <C>                 <C>
Assets

Current Assets
   Cash and cash equivalents                             $ 8,817             $ 9,417
   Accounts receivable-less allowance for doubtful
    accounts of $275 at 3/31/97 and $246 at 6/30/96        9,757               8,712
   Inventories                                             7,281               5,490
   Deferred income taxes                                     430                 429
   Prepaid and other current assets                          657                 607
                                                         -------             -------
      Total Current Assets                                26,942              24,655

Property, Plant & Equipment, net                          18,166              15,085
Goodwill                                                   2,016               2,138
Other Assets                                               2,110               2,291
                                                         -------             -------
                                                         $49,234             $44,169
                                                         -------             -------

Liabilities and Shareholders' Equity

Current Liabilities
   Notes payable                                         $   685             $ 1,393
   Accounts payable-trade                                  1,377               1,260
   Accrued salaries, wages and bonuses                     2,877               3,105
   Income taxes payable                                        -                 607
   Accrued profit sharing contribution                       538                 556
   Other current liabilities                                 872               1,024
   Current portion of long-term debt                          72                  23
                                                         -------             -------
      Total Current Liabilities                            6,421               7,968

Long-Term Debt--less current portion                         700                  45

Deferred Income Taxes                                      1,686               1,753

Commitments & Contingencies                                    -                   -

Shareholders' Equity
   Preferred stock, no par value; authorized-
   5,000,000 shares; unissued                                  -                   -
   Common stock, no par value; authorized
   -30,000,000 shares; issued 6,778,446 shares
   at 3/31/97; 6,691,718 shares at 6/30/96                17,919              17,055
   Cumulative translation adjustment                          96                  79
   Retained earnings                                      23,174              18,031
                                                         -------             -------
                                                          41,189              35,165

  Less treasury stock, at cost-384,440 shares at
  3/31/97 and 6/30/96.                                       762                 762
                                                         -------             -------
                                                          40,427              34,403
                                                         -------             -------
                                                         $49,234             $44,169
                                                         -------             -------
</TABLE>
[FN]
- -See notes to condensed consolidated financial statements.

                                    3

II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited) 
($000 except per share data) 
<TABLE> 
<CAPTION> 
                                                   Three Months Ended 
                                                        March 31
                                                   1997            1996
                                                 --------        -------- 
<S>                                              <C>             <C> 
Revenues 
Net Sales: 
   Domestic                                      $  7,047        $  5,421
   International                                    6,072           4,233
                                                 --------        -------- 
                                                   13,119           9,654
Contract research and development                     532             418
                                                 --------        -------- 
                                                   13,651          10,072
                                                 --------        -------- 
Costs, Expenses & Other Income

Cost of goods sold                                  7,287           5,481
Contract research and development                     404             284
Internal research and development                     312             154
Selling, general and administrative                 3,210           2,610
Other income-net                                      (52)            (83)
                                                 --------        -------- 
                                                   11,161           8,446
                                                 --------        -------- 

Earnings Before Income Taxes                        2,490           1,626

Income Tax Expense                                    722             417
                                                 --------        -------- 
Net Earnings                                     $  1,768        $  1,209
                                                 --------        -------- 
Earnings Per Share                               $   0.27        $   0.18
                                                 --------        -------- 
</TABLE> 
 
[FN] 
- -See notes to condensed consolidated financial statements. 
                                    4

II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited) 
($000 except per share data) 
<TABLE> 
<CAPTION> 
                                                   Nine Months Ended 
                                                        March 31
                                                   1997            1996
                                                 --------        -------- 
<S>                                              <C>             <C> 
Revenues 
Net Sales: 
   Domestic                                      $ 20,350        $ 13,734
   International                                   15,876          11,595
                                                 --------        -------- 
                                                   36,226          25,329
Contract research and development                   1,725             785
                                                 --------        -------- 
                                                   37,951          26,114
                                                 --------        -------- 
Costs, Expenses & Other Income

Cost of goods sold                                 19,899          14,512
Contract research and development                   1,267             548
Internal research and development                     696             440
Selling, general and administrative                 9,191           6,893
Other income-net                                     (345)           (206)
                                                 --------        -------- 
                                                   30,708          22,187
                                                 --------        -------- 

Earnings Before Income Taxes                        7,243           3,927

Income Tax Expense                                  2,100           1,078
                                                 --------        -------- 
Net Earnings                                     $  5,143        $  2,849
                                                 --------        -------- 
Earnings Per Share                               $   0.78        $   0.47
                                                 --------        -------- 
</TABLE> 
 
[FN] 
- -See notes to condensed consolidated financial statements. 
                                    5
II-VI Incorporated and Subsidiaries  
Condensed Consolidated Statement of Shareholders' Equity (Unaudited) 
(000)   
<TABLE>   
<CAPTION>   
                                         Common Stock      Cumulative              Treasury Stock 
                                        ---------------    Translation   Retained  ---------------- 
                                        Shares  Amount     Adjustment    Earnings  Shares   Amount    Total 
                                        ------  -------    -----------   --------  ------- --------  -------
<S>                                     <C>     <C>        <C>           <C>       <C>     <C>       <C> 
Balance--July 1, 1996                   6,692   $17,055    $        79   $ 18,031   (384)  $  (762)  $34,403 
Shares issued under stock option plan      29        66              -          -      -         -        66 
Net earnings for the quarter                -         -              -      1,660      -         -     1,660 
Translation adjustment                      -         -              2          -      -         -         2 
                                        ------  -------    -----------   --------  ------- --------  ------- 
Balance--September 30, 1996             6,721    17,121             81     19,691   (384)     (762)   36,131 
                                        ------  -------    -----------   --------  ------- --------  ------- 
 
Shares issued under stock option plan      30        63              -          -      -         -        63 
Net earnings for the quarter                -         -              -      1,715      -         -     1,715 
Translation adjustment                      -         -              7          -      -         -         7 
Tax benefit for options exercised           -       296              -          -      -         -       296 
                                        ------  -------    -----------   --------  ------- --------  ------- 
Balance--December 31, 1996              6,751    17,480             88     21,406   (384)     (762)   38,212 
                                        ------  -------    -----------   --------  ------- --------  ------- 
Shares issued under stock option plan      27       114              -          -      -         -       114 
Net earnings for the quarter                -         -              -      1,768      -         -     1,768 
Translation adjustment                      -         -              8          -      -         -         8
Tax benefit for options exercised           -       325              -          -      -         -       325 
                                        ------  -------    -----------   --------  ------- --------  ------- 
Balance--March 31, 1997                 6,778   $17,919    $        96   $ 23,174   (384)  $  (762)  $40,427 
                                        ------  -------    -----------   --------  ------- --------  ------- 

</TABLE> 
 
[FN] 
 -See notes to condensed consolidated financial statements. 
                                    6


 
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Cash Flows (Unaudited) 
($000) 
 
<TABLE> 
<CAPTION>   
                                                         Nine Months Ended  
                                                             March 31, 
                                                        1997         1996
                                                       -------      ------- 
<S>                                                    <C>          <C> 
Cash Flows from Operating Activities 
   Net earnings                                        $ 5,143      $ 2,849
   Adjustments to reconcile net earnings to net 
   cash provided by operating activities: 
       Depreciation and amortization                     2,486        1,801
       Gain on foreign currency transactions              (286)          (4) 
       Deferred income taxes                               (67)         (16)
       Increase (decrease) in cash from changes in: 
          Accounts receivable                           (1,100)      (1,471)
          Inventories                                   (1,923)        (910)
          Accounts payable                                 331          353
          Accrued salaries, wages and bonuses             (222)        (277)
          Accrued profit sharing contribution              (18)          21
          Income taxes payable                             (48)        (344)
          Other operating net assets                         4         (483)
                                                        -------      ------- 
   Net cash provided by operating activities             4,300        1,519
                                                        -------      ------- 
 
Cash Flows from Investing Activities 
   Additions to property & equipment                    (5,318)      (5,194)
   Payment for purchase of Lightning Optical, 
    net of cash acquired                                     -       (1,989)
   Additions to other assets                                54            -
                                                        -------      ------- 
   Net cash used in investing activities                (5,264)      (7,183) 
                                                        -------      ------- 
 
Cash Flows from Financing Activities 
   Net change in notes payable                               -         (519)
   Payments on short-term borrowings                      (583)           - 
   Proceeds from long-term borrowings                      741            - 
   Payments on long-term borrowings                        (37)        (396) 
   Proceeds from sale of common stock                      243       10,990 
                                                        -------      ------- 
   Net cash provided by financing activities               364       10,075  
                                                        -------      ------- 
                               
Net (Decrease) Increase in Cash and Equivalents           (600)       4,411  
 
Cash and Equivalents at Beginning of Period              9,417        3,822 
                                                        -------      ------- 
 
Cash and Equivalents at End of Period                  $ 8,817      $ 8,233 
                                                        -------      ------- 
</TABLE> 
 
[FN]  
- -See notes to condensed consolidated financial statements. 
                                    7


II-VI Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note A - Basis of Presentation
         ---------------------

The condensed consolidated financial statements for the three and 
nine month periods ended March 31, 1997 and 1996 are unaudited.  
In the opinion of management, all adjustments (consisting of normal 
recurring accruals) considered necessary for a fair presentation for 
the periods presented have been included.  These interim statements 
should be read in conjunction with the audited consolidated 
financial statements and notes thereto contained in the Company's 
Annual Report as filed as an exhibit to the Company's 1996 Annual 
Report to the shareholders.  The consolidated results of operations 
for the three and nine month periods ended March 31, 1997 and 1996 
are not necessarily indicative of the results to be expected for the
full year.


Note B - Inventories ($000)
         -------------------

The components of inventories are as follows: 
 
                          March 31        June 30 
                            1997            1996 
                          --------        -------

Raw Materials             $  2,712        $ 2,279  
Work in Progress             2,065          1,427 
Finished Goods               2,504          1,784 
                          --------        ------- 
                          $  7,281        $ 5,490  
                          --------        ------- 
 

Note C - Property, Plant and Equipment ($000) 
         -----------------------------------

Property, plant and equipment consist of the following: 


                              March 31       June 30 
                                1997           1996 
                              --------       -------
 
Land and land improvements     $   555       $   539 
Buildings and improvements       7,643         6,952  
Machinery and equipment         26,695        22,084 
                               -------       ------- 
                                34,893        29,575  
Less accumulated depreciation   16,727        14,490  
                               -------       ------- 
                               $18,166       $15,085 
                               -------       ------- 
 
                                    8

II-VI Incorporated and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
Continued


Note D - Debt
         ----

In September of 1996, the Company secured a $741,000 low interest 
rate loan from the Pennsylvania Industrial Development Authority to
finance a portion of a facility expansion.  The terms of the loan 
call for equal monthly payments over a fifteen year period, including 
interest at three percent.


Note E - New Accounting Standard
         -----------------------

In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards ("SFAS") No. 128, 
"Earnings per Share," which establishes standards for computing and
presenting earnings per share and applies to entities with publicly 
held common stock or potential common stock.  This Statement is 
effective for financial statements issued for periods ending after 
December 15, 1997, including interim periods; earlier application is
not permitted.  This Statement requires restatement of all prior-
period earnings per share data presented.  The basic earnings per 
share as defined by SFAS No. 128 for net earnings for the three and 
nine month periods ended March 31, 1997 would have been $.28 and 
$.81, respectively, and the three and nine month periods ended 
March 31, 1996 would have been $.20 and $.50, respectively.  The 
diluted earnings per share as defined by SFAS No. 128 approximates 
the historically presented earnings per share.

                                    9


Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
        AND RESULTS OF OPERATIONS


Results of Operations
- ---------------------

Net earnings for the third fiscal quarter ended March 31, 1997, 
were $1,768,000 ($0.27 per share) on revenues of $13,651,000.  
This compares to net earnings of $1,209,000 ($0.18 per share) on 
revenues of $10,072,000 in the third fiscal quarter of 1996.  For 
the nine months ended March 31, 1997, net earnings were $5,143,000 
($0.78 per share) on revenues of $37,951,000.  This compares with 
net earnings of $2,849,000 ($0.47 per share) on revenues of 
$26,114,000 for the same period last fiscal year.  The increased 
earnings for the quarter and year-to-date were driven by the improved 
revenue volume.

Order bookings for the third quarter of fiscal 1997 were $13,595,000 
compared to $11,288,000 for the same period last fiscal year, a 20% 
increase.  Year-to-date order bookings grew by 35% to $40,416,000 from 
$29,857,000 last fiscal year.  These increases are primarily in the 
commercial order area as contract research and development orders 
decreased $1,900,000 for the quarter and $550,000 year-to-date mostly
due to the large DARPA R&D contract award in the third quarter of 
fiscal 1996.  For the quarter, nearly 70% of the commercial order 
increase was in infrared optics and materials, 20% was attributable 
to the Company's VLOC operation, and the remainder of the increase 
was in the eV PRODUCTS division.  Year-to-date, approximately 50% of
the commercial order increase was attributable to the Company's VLOC
operation, 45% to improved orders for infrared optics and materials 
and the remainder to increased orders of the eV PRODUCTS division.

Manufacturing revenues for the third quarter were $13,119,000 
compared to $9,654,000 for the same period last fiscal year, a 36% 
increase.  Year-to-date manufacturing revenues grew by 43% to 
$36,266,000 from $25,329,000 last fiscal year.  These increases are 
the result of improved shipments in all of the markets served by the 
Company.  The Company's VLOC operation contributed approximately one-
half of the quarter and year-to-date improvements.

Manufacturing gross margin for the quarter was $5,832,000 or 44% of 
revenues compared to $4,173,000 or 43% of revenues for the third 
quarter of fiscal 1996. Manufacturing gross margin year-to-date was 
$16,327,000 or 45% of revenues compared to $10,817,000 or 43% of 
revenues in fiscal 1996.  Both the quarter and year-to-date increases 
in gross margin as a percent of revenues reflect lower per unit 
operating costs associated with increased volume and efficiency 
improvements, which are partially offset by the strengthening of the 
U.S. dollar against the Japanese yen and increased pricing pressure 
in the infrared laser optics market.

Selling, general and administrative expenses for the quarter were 
$3,210,000 or 24% of revenues compared to $2,610,000 or 26% of 
revenues for last fiscal year's third quarter.  Selling, general 
and administrative expenses year-to-date were $9,191,000 or 24% of 
revenues compared to $6,893,000 or 26% of revenues in fiscal 1996.  
The increases in expenses are attributable to additional expenses 
in the VLOC operation, higher compensation expense associated with 
the Company's world-wide profit driven bonus programs and higher 
general and administrative expenses needed to support the Company's 
growth.

Other income for the quarter was $52,000 compared to $83,000 for 
last fiscal year's third quarter.  Other income year-to-date was 
$345,000 compared to $206,000 in fiscal 1996.  The year-to-date 
increase is primarily due to foreign currency gains. 

                                    10

The Company's year-to-date effective income tax rate was 29% of pre-
tax earnings compared to 27% for the first nine months of fiscal 1996.
The increase in the rate is primarily due to the mix between foreign 
and domestic earnings. 


Liquidity and Capital Resources
- -------------------------------

Cash decreased during the first nine months of fiscal 1997 by 
$600,000 primarily from $5,318,000 of capital expenditures and 
$538,000 of payments on borrowings, offset by cash generated from
operations of $4,300,000 and $741,000 of financing from a low 
interest rate loan with the Pennsylvania Industrial Development 
authority.

The capital expenditures focused on improved capacity, facility 
upgrades and the start up of the Company's operation in China.

The Company generated $4,300,000 in cash from operations for the 
first nine months of fiscal 1997.  The $7,629,000 in cash generated 
from net earnings before depreciation and amortization was offset by 
increases in inventories and accounts receivable needed to support 
the growth in sales volume.

The current cash balance will be used for working capital needs, 
further capital expenditures and possible acquisitions of 
complementary businesses, products or technologies. 

In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards ("SFAS") No. 128, 
"Earnings per Share," which establishes standards for computing and
presenting earnings per share and applies to entities with publicly 
held common stock or potential common stock.  This Statement is 
effective for financial statements issued for periods ending after 
December 15, 1997, including interim periods; earlier application is
not permitted.  This Statement requires restatement of all prior-
period earnings per share data presented.  The basic earnings per 
share as defined by SFAS No. 128 for net earnings for the three and 
nine month periods ended March 31, 1997 would have been $.28 and 
$.81, respectively, and the three and nine month periods ended 
March 31, 1996 would have been $.20 and $.50, respectively.  The 
diluted earnings per share as defined by SFAS No. 128 approximates 
the historically presented earnings per share.


There are certain risk factors that could affect the Company's 
business, results of operations or financial condition.  Investors 
are encouraged to review the risk factors set forth in the Company's 
Form 10-K filed on September 24, 1996.

                                    11


                      PART II - OTHER INFORMATION
                      ---------------------------

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.
         --------------------------------

         (a) Exhibits.
             --------

               27.01  Financial Data Schedule . . . . Filed herewith.

               99.01  Press release 
                      dated April 16, 1997. . . . . . Filed herewith.

         (b) Reports on Form 8-K.
             -------------------

                      On February 12, 1997, the registrant filed a 
             report on Form 8-K for the events dated February 10, 1997,
             covering Items 4 and 7 thereof.

                                    12



      Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.


                              II-VI INCORPORATED
                              (Registrant)



Date: May 15, 1997            By:     /s/ Carl J. Johnson 
                                 ------------------------------------
                                          Carl J. Johnson
                                 Chairman and Chief Executive Officer


Date: May 15, 1997            By:    /s/ James Martinelli
                                 ------------------------------------
                                         James Martinelli
                                 Treasurer & Chief Financial Officer


                             EXHIBIT INDEX
                             -------------

    Exhibit No.
    ----------

      27.01  Financial Data Schedule. . . . . . . . . Filed herewith.


      99.01  Press release dated April 16, 1997 . . . Filed herewith.



<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                             JUL-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                           8,817
<SECURITIES>                                         0
<RECEIVABLES>                                   10,032
<ALLOWANCES>                                       275
<INVENTORY>                                      7,281
<CURRENT-ASSETS>                                26,942
<PP&E>                                          34,893
<DEPRECIATION>                                  16,727
<TOTAL-ASSETS>                                  49,234
<CURRENT-LIABILITIES>                            6,421
<BONDS>                                            700
                                0
                                          0
<COMMON>                                        17,919
<OTHER-SE>                                      23,270
<TOTAL-LIABILITY-AND-EQUITY>                    49,234
<SALES>                                         37,951
<TOTAL-REVENUES>                                37,951
<CGS>                                           21,166
<TOTAL-COSTS>                                   21,166
<OTHER-EXPENSES>                                 9,542
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  7,243
<INCOME-TAX>                                     2,100
<INCOME-CONTINUING>                              5,143
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     5,143
<EPS-PRIMARY>                                      .78
<EPS-DILUTED>                                      .00
        

</TABLE>

April 16, 1997
Jim Martinelli 
Treasurer & Chief 
Financial Officer 
(412) 352-4455 
 
II-VI INCORPORATED ANNOUNCES RECORD THIRD QUARTER RESULTS 
 
PITTSBURGH, PA., April 16, 1997--II-VI Incorporated (NASDAQ  
NMS: IIVI) today reported results for its third fiscal  
quarter ended March 31, 1997.  Net earnings for the period  
were $1,768,000 ($0.27 per share) on revenues of $13,651,000.   
These results compare with net earnings of $1,209,000 ($0.18  
per share) on revenues of $10,072,000 in the third quarter of  
last fiscal year.  For the nine months ended March 31, 1997,  
net earnings were $5,143,000 ($0.78 per share) on revenues of  
$37,951,000.  This compares with net earnings of $2,849,000  
($0.47 per share) on revenues of $26,114,000 for the same  
period last fiscal year.    
 
Manufacturing bookings for the quarter increased 48% to  
$13,195,000 from $8,897,000 for the same period last year.  
Manufacturing bookings year-to-date increased 42% to  
$37,766,000 from $26,656,000 in last fiscal year.  Nearly 70%  
of the increase for the quarter was attributable to infrared  
optics and materials, while 20% related to the Company's VLOC  
operation and the eV PRODUCTS division accounted for the  
remainder.  Approximately 50% of the year-to-date increase  
was attributable to VLOC manufacturing orders, 45% to 
increased orders for infrared optics and materials and the 
remaining increase for orders of the eV PRODUCTS division. 
 
Manufacturing revenues for the quarter increased 36% to  
$13,119,000 from $9,654,000 for the same period last year.   
Manufacturing revenues year-to-date increased 43% to  
$36,226,000 from $25,329,000 for the same period last year.   
For the quarter, one-half of the increase reflects higher  
shipments of infrared optics and materials, and the remaining  
increase is primarily attributable to increased shipments from  
the VLOC operation.   Year-to-date, 50% of the increase is  
attributable to the VLOC operation, infrared optics and  
materials accounted for 40%, and eV PRODUCTS division 
accounted for the remaining 10%.  
 
Manufacturing gross margin for the quarter was $5,832,000 or  
44% of net sales compared to $4,173,000 or 43% of net sales  
for the same period last year.  Manufacturing gross margin  
year-to-date was $16,327,000 or 45% of net sales compared to  
$10,817,000 or 43% of net sales in fiscal 1996.  The quarter  
and year-to-date increases reflect the lower per unit  
operating cost associated with the higher production volume  
and improved manufacturing efficiencies offset by the  
strengthening of the U.S. dollar against the Japanese yen
and increased pricing pressure in the infrared laser optics 
market. 
 
Selling, general and administrative expenses for the quarter  
were $3,210,000 or 24% of revenues compared to $2,610,000 or  
26% of revenues for the same period last year.  Selling,  
general and administrative expenses year-to-date were  
$9,191,000 or 24% of revenues compared to $6,893,000 or 26%  
of revenues in fiscal 1996.  The expense increase is  
attributable to higher compensation expense associated with  
the Company's worldwide profit-driven bonus programs, higher  
general and administrative expenses needed to support the  
Company's growth and increased expenses of the VLOC  
operation.   
 
Francis J. Kramer, president and chief operating officer  
said, "As reflected in the record revenue achieved this past  
quarter, market demand for all our products continues to grow  
rapidly.  In our infrared optics and materials operation  
we've invested in the manufacturing capacity to meet this  
demand and maintain our leadership position.  The VLOC  
operation has also made significant progress expanding  
manufacturing capacity over the past year.  Our eV PRODUCTS  
division continues to grow rapidly by addressing new  
applications, customer technical concerns, and marketing  
challenges.  At every II-VI location, our focus on quality,  
service and cost, in addition to expanding capacity, is aimed  
at enhancing the leadership positions in the markets we  
serve."    
 
Headquartered in Saxonburg, Pennsylvania II-VI Incorporated  
designs, manufactures and markets optical and electro-optical  
components, devices and materials for precision use in  
infrared, near infrared, visible light and x-ray instruments  
and applications.  The Company's infrared products are used  
in high-power CO2 (carbon dioxide) lasers for industrial  
processing worldwide.  The Company's VLOC subsidiary  
manufactures near infrared and visible light products used in  
industrial, scientific and medical instruments and solid- 
state (such as YAG and YLF) lasers.  II-VI is also developing  
and marketing solid-state x-ray and gamma-ray products for  
the nuclear radiation detection industry through its eV  
PRODUCTS division. 

 
II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited) 
($000 except per share data) 
 
                                             Three Months Ended
                                                  March 31,
                                               1997        1996
Revenues  

Net sales                                    13,119       9,654  
Contract research and development               532         418
                                             13,651      10,072

Costs, Expenses & Other Income

Cost of goods sold                            7,287       5,481
Contract research and development               404         284
Internal research and development               312         154
Selling, general and administrative           3,210       2,610
Other income - net                              (52)        (83)
                                             11,161       8,446

Earnings Before Income Taxes                  2,490       1,626

Income Tax Expense                              722         417

Net Earnings                                $ 1,768     $ 1,209

Earnings Per Share                          $  0.27     $  0.18

Average Shares Outstanding                    6,670       6,542



II-VI Incorporated and Subsidiaries 
Condensed Consolidated Statements of Earnings (Unaudited) 
($000 except per share data) 
 
                                              Nine Months Ended
                                                  March 31,
                                               1997        1996
Revenues

Net sales                                    36,226      25,329
Contract research and development             1,725         785
                                             37,951      26,114

Costs, Expenses & Other Income                       

Cost of goods sold                           19,899      14,512
Contract research and development             1,267         548
Internal research and development               696         440
Selling, general and administrative           9,191       6,893
Other income - net                             (345)       (206)
                                             30,708      22,187

Earnings Before Income Taxes                  7,243       3,927

Income Tax Expense                            2,100       1,078

Net Earnings                                $ 5,143     $ 2,849

Earnings Per Share                          $  0.78     $  0.47

Average Shares Outstanding                    6,616       6,095



II-VI Incorporated and Subsidiaries 
Condensed Consolidated Balance Sheets (Unaudited) 
($000) 
 
                                          March 31,   June 30,
                                            1997        1996
Assets

Current Assets                            
 Cash and cash equivalents                $  8,817    $  9,417  
 Accounts receivable,net                     9,757       8,712
 Inventories                                 7,281       5,490
 Other current assets                        1,087       1,036     
   Total Current Assets                     26,942      24,655


Property, Plant & Equipment, net            18,166      15,085
Other Assets                                 4,126       4,429
                                            49,234      44,169

Liabilities and Shareholders' Equity

Current Liabilities
 Notes payable                            $    685    $  1,393
 Accounts payable                            1,377       1,260
 Other current liabilities                   4,360       5,315
   Total Current Liabilities                 6,422       7,968

Long-Term Debt--less current portion           700          45

Deferred Income Taxes                        1,686       1,753

Shareholder's Equity                        40,426      34,403
                                          $ 49,234    $ 44,169






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