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 December 31, 1998
[ ] 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
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 724-352-4455
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 February 5, 1999, 6,859,966 shares of Common Stock, no par
value, of the registrant were outstanding.
II-VI INCORPORATED AND SUBSIDIARIES
INDEX
Page No.
--------
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements:
Independent Accountants' Report . . . . . . . . 3
Condensed Consolidated Balance Sheets
- December 31, 1998 and June 30, 1998 . . . . . 4
Condensed Consolidated Statements of Earnings
-- Three and six months ended December 31, 1998
and 1997. . . . . . . . . . . . . . . . . . . . 5
Condensed Consolidated Statements of Cash Flows
-- Six months ended December 31, 1998
and 1997. . . . . . . . . . . . . . . . . . . . 7
Notes to Condensed Consolidated
Financial Statements. . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . . . . . . 11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk (no significant changes
since June 30, 1998)
PART II - OTHER INFORMATION
Item 4. Submission of Matters
to a Vote of Security Holders . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . 15
2
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Shareholders of
II-VI Incorporated and Subsidiaries:
We have reviewed the accompanying condensed consolidated balance sheet
of II-VI Incorporated and Subsidiaries as of December 31, 1998, and the
related condensed consolidated statements of earnings for the three-
month and six-month periods ended December 31, 1998 and 1997, and the
related consolidated statements of cash flows for the six-month periods
ended December 31, 1998 and 1997. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical
procedures to financial data and of making inquiries of persons
responsible for financial and accounting matters. It is substantially
less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of
an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for
them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet of II-VI Incorporated
and Subsidiaries as of June 30, 1998, and the related consolidated
statements of earnings, shareholders' equity and cash flows for the year
then ended (not presented herein); and in our report dated August 7,
1998, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of June 30, 1998 is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
January 21, 1999
3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements:
II-VI Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
($000)
December 31, June 30,
Assets 1998 1998
----------- --------
Current Assets
Cash and cash equivalents $ 4,159 $ 4,160
Accounts receivable - net 10,232 11,018
Inventories 9,516 10,056
Other current assets 1,997 1,998
----------- --------
Total Current Assets 25,904 27,232
Property, Plant and Equipment, net 36,581 35,887
Other Assets 4,893 4,655
----------- --------
$ 67,378 $ 67,774
=========== ========
Liabilities and Shareholders' Equity
Current Liabilities
Notes payable $ 7,216 $ 5,833
Accounts payable 1,510 2,810
Accrued salaries, wages and bonuses 1,654 2,972
Accrued profit sharing contribution 237 711
Other current liabilities 1,688 1,418
Current portion of long-term debt 42 68
----------- --------
Total Current Liabilities 12,347 13,812
Long-Term Debt--less current portion 2,957 2,308
Deferred Income Taxes 1,591 1,591
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 - 6,852,966 shares
at December 31, 1998; 6,834,786 shares at
June 30, 1998 18,604 18,468
Cumulative translation adjustment (64) 435
Retained earnings 33,853 31,922
----------- --------
52,393 50,825
Less treasury stock, at cost
- 534,440 shares at December 31, 1998;
384,440 shares at June 30, 1998 1,910 762
----------- --------
50,483 50,063
----------- --------
$ 67,378 $ 67,774
=========== ========
- -See notes to condensed consolidated financial statements.
4
II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Earnings (Unaudited)
($000 except per share data)
Three Months Ended
December 31,
1998 1997
-------- --------
Revenues
Net sales:
Domestic $ 8,059 $ 8,017
International 6,752 6,364
-------- --------
14,811 14,381
Contract research and development 399 677
-------- --------
15,210 15,058
-------- --------
Costs, Expenses & Other (Income) Expense
Cost of goods sold 9,077 7,799
Contract research and development 305 523
Internal research and development 574 345
Selling, general and administrative 3,436 3,652
Other (income) expense - net (107) 200
-------- --------
13,285 12,519
-------- --------
Earnings Before Income Taxes 1,925 2,539
Income Taxes 623 755
-------- --------
Net Earnings $ 1,302 $ 1,784
======== ========
Basic Earnings Per Share $ 0.21 $ 0.28
======== ========
Diluted Earnings Per Share $ 0.20 $ 0.27
======== ========
- -See notes to condensed consolidated financial statements.
5
II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Earnings (Unaudited)
($000 except per share data)
Six Months Ended
December 31,
1998 1997
--------- ---------
Revenues
Net sales:
Domestic $ 15,724 $ 15,810
International 12,581 13,451
--------- ---------
28,305 29,261
Contract research and development 698 1,316
--------- ---------
29,003 30,577
--------- ---------
Costs, Expenses & Other (Income) Expense
Cost of goods sold 18,046 16,103
Contract research and development 540 994
Internal research and development 1,152 645
Selling, general and administrative 6,443 7,102
Other (income) expense - net - 183
--------- ---------
26,181 25,027
--------- ---------
Earnings Before Income Taxes 2,822 5,550
Income Taxes 891 1,654
--------- ---------
Net Earnings $ 1,931 $ 3,896
========= =========
Basic Earnings Per Share $ 0.30 $ 0.61
========= =========
Diluted Earnings Per Share $ 0.30 $ 0.58
========= =========
- -See notes to condensed consolidated financial statements.
6
II-VI Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
($000)
Six Months Ended
December 31,
1998 1997
-------- --------
Cash Flows from Operating Activities
Net earnings $ 1,931 $ 3,896
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,421 2,153
(Gain) loss on foreign currency transactions (360) 478
Net loss on disposal of property,
plant and equipment 200 -
Deferred income taxes - (31)
Increase (decrease) in cash from changes in:
Accounts receivable 1,415 (1,519)
Inventories 805 (1,955)
Accounts payable (1,676) (621)
Other operating net assets (1,594) (1,367)
-------- --------
Net cash provided by operating activities 3,142 1,034
-------- --------
Cash Flows from Investing Activities
Additions to property, plant and equipment (2,955) (10,917)
(Additions to) disposals of other assets (600) 2
-------- --------
Net cash used in investing activities (3,555) (10,915)
-------- --------
Cash Flows from Financing Activities
Proceeds from short-term borrowings, net 1,337 76
Proceeds from long-term borrowings, net 623 1,949
Proceeds from sale of common stock 105 83
Purchase of treasury stock (1,148) -
-------- --------
Net cash provided by financing activities 917 2,108
Effect of exchange rate changes on cash
and cash equivalents (505) (408)
-------- --------
Net decrease in cash and cash equivalents (1) (8,181)
Cash and Cash Equivalents at Beginning of Period 4,160 10,854
-------- --------
Cash and Cash Equivalents at End of Period $ 4,159 $ 2,673
======== ========
- -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 consolidated financial statements for the three and six month
periods ended December 31, 1998 and 1997 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
footnotes thereto contained in the Company's 1998 Annual Report to
shareholders. The consolidated results of operations for the three and
six month periods ended December 31, 1998 and 1997 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:
December 31, June 30,
1998 1998
------------ ---------
Raw materials $ 3,796 $ 3,220
Work in progress 3,040 3,633
Finished goods 2,680 3,203
------------ ---------
$ 9,516 $ 10,056
============ =========
Note C - Property, Plant and Equipment ($000)
------------------------------------
Property, plant and equipment (at cost) consist of the following:
December 31, June 30,
1998 1998
------------ ---------
Land and land improvements $ 1,548 $ 1,501
Buildings and improvements 17,679 16,951
Machinery and equipment 40,160 37,980
------------ ---------
59,387 56,432
Less accumulated depreciation 22,806 20,545
------------ ---------
$ 36,581 $ 35,887
============ =========
8
II-VI Incorporated and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited), Continued
Note D - Debt
----
On December 31, 1997, the Company entered into a $10.0 million
unsecured line of credit agreement with PNC Bank which was scheduled to
expire December 30, 1998. The Company received an extension of the
expiration date from the bank to March 31, 1999. The average interest
rate in effect as of December 31, 1998 was 6.07%. As of December 31,
1998, the total borrowings under this line of credit were $7.0 million.
The Company is subject to certain restrictive covenants under this
agreement. During the three months ended December 31, 1998, the Company
was not in compliance with one covenant relating to a limitation on
capital expenditures. The Company received a waiver from the bank dated
December 29, 1998 for this covenant violation.
The Company is in the process of replacing its existing line of
credit with a similar facility. The new facility is expected to be in
place by March 31, 1999.
Note E - Earnings Per Share
------------------
The following table sets forth the computation of earnings per share
for the periods indicated:
Three Months Ended Six Months Ended
December 31, December 31,
(000 except per share data) 1998 1997 1998 1997
- ------------------------------------------------------------------------
Net earnings $1,302 $1,784 $1,931 $3,896
Divided by:
Weighted average shares 6,338 6,432 6,391 6,426
- ------------------------------------------------------------------------
Basic earnings per share $ 0.21 $ 0.28 $ 0.30 $ 0.61
Net earnings $1,302 $1,784 $1,931 $3,896
Divided by:
Weighted average shares 6,338 6,432 6,391 6,426
Dilutive effect of common
stock equivalents 122 256 139 257
- ------------------------------------------------------------------------
Diluted weighted average
common shares 6,460 6,688 6,530 6,683
- ------------------------------------------------------------------------
Diluted earnings per share $ 0.20 $ 0.27 $ 0.30 $ 0.58
- ------------------------------------------------------------------------
9
Note F - Other Comprehensive Income
--------------------------
During the quarter ended September 30, 1998, the Company adopted
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" which requires the Company to report and disclose
a measure ("comprehensive income") of all changes in equity that result
from transactions and other economic events of the period other than
transactions with owners.
The components of comprehensive income, net of related tax, were as
follows for the periods indicated ($000):
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------
1998 1997 1998 1997
------ ------ ------ ------
Net earnings $1,302 $1,784 $1,931 $3,896
Cumulative translation
adjustments, net of
related tax (255) 13 (341) 6
------ ------ ------ ------
Comprehensive income $1,047 $1,797 $1,590 $3,902
====== ====== ====== ======
10
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
-----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------
Results of Operations
- ---------------------
Net earnings for the second quarter of fiscal 1999, ended December 31,
1998 were $1,302,000 ($0.20 per share-diluted) on revenues of
$15,210,000. This compares to net earnings of $1,784,000 ($0.27 per
share-diluted) on revenues of $15,058,000 in the second quarter of
fiscal 1998. For the six months ended December 31, 1998, net earnings
were $1,931,000 ($0.30 per share-diluted) on revenues of $29,003,000.
This compares with net earnings of $3,896,000 ($0.58 per share-diluted)
on revenues of $30,577,000 for the same period last fiscal year.
Order bookings for the second quarter of fiscal 1999 were $16,492,000
compared to $16,825,000 for the same period last fiscal year, a decrease
of 2%. Bookings for contract research and development for the second
quarter of fiscal year 1999 were $241,000. This compares to $413,000 of
contract research and development bookings for the same period last
fiscal year. Excluding these long-term research and development
contract bookings, manufacturing bookings decreased 1% to $16,251,000
for the quarter from $16,412,000 for the same period last year. Year-
to-date order bookings for fiscal 1999 decreased 11% to $29,304,000 from
$32,875,000 for the same period last year. Year-to-date manufacturing
bookings decreased 10% to $29,063,000 from $32,372,000 last fiscal
year. For the quarter, the manufacturing bookings decrease was related
to decreased bookings at the Company's eV PRODUCTS division and VLOC
subsidiary offset by an increase in bookings of infrared optics and
material products. For the year-to-date, approximately 60% of the
decrease in manufacturing bookings was attributable to bookings at the
Company's VLOC subsidiary and the remaining decrease was attributable to
bookings of infrared optics and material products.
Revenues for the second quarter of fiscal 1999 increased 1% to
$15,210,000 compared to $15,058,000 for the same period last fiscal
year. Year-to-date revenues for fiscal 1999 decreased 5% to $29,003,000
from $30,577,000 for the same period last year. For the quarter, the
increase was attributable to shipments of infrared optics and material
products offset by a decrease in shipments at the Company's VLOC
subsidiary. For the year-to-date, the decrease was related equally to
decreased shipments of infrared optics and material products and
decreased shipments at the Company's VLOC subsidiary.
Manufacturing gross margin for the second quarter of fiscal 1999 was
$5,734,000 or 39% of revenues compared to $6,582,000 or 46% of revenues
for the same period last fiscal year. Year-to-date for fiscal 1999,
manufacturing gross margin was $10,259,000 or 36% of revenues compared
to $13,158,000 or 45% of revenues for the same period last year. The
lower gross margin percentage for the quarter and year-to-date reflects
price sensitivity in the infrared optics and materials market and higher
per unit costs at the Company's VLOC subsidiary.
Internal research and development expenses for the second quarter of
fiscal year 1999 were $574,000 or 4% of revenues compared to $345,000 or
2% of revenues for the same period last year. Year-to-date for fiscal
1999, internal research and development expenses were $1,152,000 or 4%
of revenues compared to $645,000 or 2% of revenues for the same period
last year. The increased expense for the quarter and year-to-date is
the result of internally funded projects associated with the development
of new materials to improve and expand product offerings, as well as
continued efforts to improve material growth yields.
Selling, general and administrative expenses for the second quarter of
fiscal 1999 were $3,436,000 or 23% of revenues compared to $3,652,000 or
24% of revenues for the same period last year. Year-to-date for fiscal
1999, selling, general and administrative expenses were $6,443,000 or
22% of revenues compared to $7,102,000 or 23% of revenues for the same
period last year. The dollar and percentage decreases for the quarter
and year-to-date reflects planned discretionary cost reductions,
decreased expense associated with the Company's worldwide profit-driven
bonus programs and improved utilization of existing personnel and
resources.
Other income for the second quarter of fiscal 1999 was $107,000 compared
to other expense of $200,000 for last fiscal year's second quarter.
Year-to-date for fiscal 1999, there was no other income or expense
compared to other expense of $183,000 for the same period last year.
The quarter and year-to-date fluctuations were comprised of foreign
currency translation gains offset by the writedown of certain assets
held for sale and increased interest expense net of interest income.
11
For fiscal 1999, the Company's year-to-date effective income tax rate
was 32% which was higher than the 30% income tax rate for the same
period last fiscal year. The increase in the effective income tax rate
is the result of higher state income taxes and lower earnings from
certain foreign subsidiaries.
Liquidity and Capital Resources
- -------------------------------
Cash decreased during the first six months of fiscal 1999 by $1,000
primarily due to $2,955,000 in capital expenditures, a reduction of
accounts payable of $1,676,000 due to payment of amounts in the normal
course of business, the repurchase of 150,000 shares of the Company's
common stock, and payment of compensation costs relating to the Company's
fiscal 1998 worldwide profit-driven bonus programs. These decreases
were offset by the net earnings of the period, borrowings used for
working capital purposes, and reductions of accounts receivable and
inventories.
The Company generated $3,142,000 in cash from operations for the first
six months of fiscal 1999. The $4,352,000 in cash generated from net
earnings before depreciation and amortization for the six months ended
December 31, 1998 and reductions of accounts receivable and inventories
were offset by a reduction of accounts payable in the normal course of
business and the payment of compensation costs relating to the Company's
fiscal 1998 worldwide profit-driven bonus programs.
The current cash balance, as well as cash to be provided by operations
during the remainder of fiscal year 1999, will be used for working
capital needs, further capital expenditures for facilities and equipment,
scheduled debt payments, and possible acquisitions of complementary
businesses, products, or technologies.
Other Matters
- -------------
The "Year 2000" issue concerns the potential exposures related to the
automated generation of business and financial misinformation resulting
from the use of computer programs which have been written using two
digits, rather than four, to define the applicable year of business
transactions.
The Company has developed a formal plan to address the Year 2000
implications of its information technology and noninformation technology
systems. The first phase of this plan is substantially completed and
consists of an evaluation of the systems impacted by the Year 2000
issue. The second phase of this plan will be an evaluation of the third
parties with whom the Company has significant relations and their Year
2000 compliance. This phase is expected to be completed by February 28,
1999, which is two months later than previously expected. This delay is
not expected to impact the completion of the overall Year 2000 plan.
The last phase of this plan will be the implementation of corrective
measures deemed necessary, as identified during the first two stages of
the plan. This phase is expected to be completed by June 30, 1999.
To date, the Company has spent approximately $125,000 on the Year 2000
issue and believes that the remaining potential cost related to the Year
2000 issue will range between $200,000 and $300,000.
Although the Company has developed and expects to execute the plan
described above, due to the inherent uncertainty and complexity involved
with the Year 2000 issue, there can be no assurance that the Company
will address all aspects of the Year 2000 issue. A contingency plan is
expected to be developed by June 30, 1999.
This Management's Discussion and Analysis contains forward looking
statements as defined by Section 21E of the Securities Exchange Act of
1934, as amended, including the statements regarding the Company's
ability to fund future working capital needs, capital expenditures,
scheduled debt payments and possible acquisitions and the Company's plan
to address the Year 2000 issue. Actual results could differ from such
statements if worldwide economic conditions change, competitive
conditions intensify, technology problems emerge, and/or if suitable
acquisitions cannot be consummated. There are additional 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 1998 Form 10-K as filed with the
Securities and Exchange Commission on September 23, 1998.
12
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
On November 6, 1998, the Company held its annual meeting of
shareholders. The two matters voted upon at the annual meeting were the
election of two directors for terms to expire in 2001 and the
ratification of the Board of Directors' selection of Deloitte & Touche
LLP as auditors for the fiscal year ending June 30, 1999.
Each of the Company's nominees for director was reelected at the annual
meeting. The total number of votes cast for the election of directors
was 6,141,140. Following is a separate tabulation with respect to each
director:
Votes For Votes Withheld
--------- --------------
Peter W. Sognefest 6,068,606 72,534
Francis J. Kramer 6,068,691 72,449
The total number of votes cast for the ratification of the appointment
of Deloitte & Touche LLP as auditors for the year ending June 30, 1999
was 6,141,140 with 6,105,649 votes for, 20,192 votes against and 15,299
votes abstaining.
There were no broker non-votes on these matters.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits.
15.01 Accountants' awareness letter dated
February 12, 1999 . . . . . . . . . . Filed herewith.
27.01 Financial Data Schedule . . . . . . . Filed herewith.
(b) Reports on Form 8-K.
None.
13
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: February 12, 1999 By: /s/ Carl J. Johnson
Carl J. Johnson
Chairman and Chief Executive Officer
Date: February 12, 1999 By: /s/ James Martinelli
James Martinelli
Treasurer & Chief Financial Officer
14
EXHIBIT INDEX
Exhibit No.
-----------
15.01 Accountants' awareness letter dated
February 12, 1999 . . . . . . . . . . Filed herewith.
27.01 Financial Data Schedule . . . . . . . Filed herewith.
February 12, 1999
II-VI Incorporated
375 Saxonburg Boulevard
Saxonburg, PA 16056
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of II-VI Incorporated and Subsidiaries for
the periods ended December 31, 1998 and 1997, as indicated in our report
dated January 21, 1999; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which is included in
your Quarterly Report on Form 10-Q for the quarter ended December 31,
1998, is incorporated by reference in Registration Statement No. 33-
19511, No. 33-38019, No. 33-19510, No. 33-63739, and No. 333-12737 on
Form S-8 and Registration No. 333-04531 on Form S-3.
We also are aware that the aforementioned report, pursuant to Rule
436(c) under the Securities Act of 1933, is not considered a part of the
Registration Statement prepared or certified by an accountant or a
report prepared or certified by an accountant within the meaning of
Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
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<PERIOD-END> DEC-31-1998 DEC-31-1998
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