II-VI INC
10-Q, 1999-02-12
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 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





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1999             JUN-30-1999
<PERIOD-START>                             OCT-01-1998             JUL-01-1998
<PERIOD-END>                               DEC-31-1998             DEC-31-1998
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