-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WtLXP8qcDHIKHXyuSkC84+a8YrnIuKwsvakOJrxak1iB2kUsmnKuug9fWaYhnyxn XYfwEsfIP/lBxEPfBNAE4w== 0000820318-03-000025.txt : 20031023 0000820318-03-000025.hdr.sgml : 20031023 20031022181619 ACCESSION NUMBER: 0000820318-03-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: FILED AS OF DATE: 20031023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16195 FILM NUMBER: 03952785 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 724-352-4455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 8-K 1 r-8k093003.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 22, 2003 -------------- II-VI INCORPORATED ------------------ (Exact name of registrant as specified in its charter) Pennsylvania 0-16195 25-1214948 ------------ ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 375 Saxonburg Boulevard, Saxonburg, Pennsylvania 16056 ------------------------------------------------ ----- (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: 724-352-4455 ------------ Former name or former address, if changed, since last report: Not Applicable Item 12. Results of Operations and Financial Condition --------------------------------------------- On October 22, 2003, II-VI Incorporated issued a press release announcing its financial results for the quarter ended September 30, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. SIGNATURES 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: October 22, 2003 By: /s/ Carl J. Johnson Chairman and Chief Executive Officer Date: October 22, 2003 By: /s/ Craig A. Creaturo Chief Accounting Officer and Treasurer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release EX-99 3 ex9901.txt October 22, 2003 Craig A. Creaturo Chief Accounting Officer and Treasurer (724) 352-4455 ccreaturo@ii-vi.com II-VI Homepage: www.ii-vi.com II-VI INCORPORATED REPORTS FIRST QUARTER EARNINGS ON RECORD REVENUES PITTSBURGH, PA., October 22, 2003 -- II-VI Incorporated (NASDAQ NMS: IIVI) today reported results for its first fiscal quarter ended September 30, 2003. Net earnings for the quarter ended September 30, 2003 were $3,114,000 ($0.21 per share-diluted). These results compare with net earnings of $2,206,000 ($0.15 per share-diluted) in the first quarter of last fiscal year. Bookings for the quarter ended September 30, 2003 were stable at $34,582,000 compared to $34,873,000 in the first quarter of last fiscal year. Bookings are defined as customer orders received that are expected to be converted into revenues during the next 12 months. Revenues for the quarter ended September 30, 2003 increased 8% to a record $34,094,000 from $31,571,000 in the first quarter of last fiscal year. Francis J. Kramer, president and chief operating officer said, "Our first quarter results were on track with expectations and revenues set a new quarterly record. We continue to expect fiscal year 2004 revenue growth at approximately 10% and earnings per share growth at approximately 15%. While the infrared optics segment currently powers the growth of the corporation, we may see improvement in our other segments as the semi- conductor industry improves and companies increase research and development spending. The latter would favorably affect our eV PRODUCTS division and Wide Bandgap Materials (WBG) group." Segment Bookings and Revenues ----------------------------- Bookings for the quarter ended September 30, 2003 for infrared optics increased 7% to $22.3 million from $20.8 million in the first quarter of last fiscal year. Revenues for the quarter ended September 30, 2003 for infrared optics increased 8% to $19.9 million from $18.4 million in the first quarter of the last fiscal year. Bookings for the quarter ended September 30, 2003 for near-infrared optics decreased 33% to $4.6 million from $6.9 million in the first quarter of last fiscal year. Revenues for the quarter ended September 30, 2003 for near-infrared optics increased 9% to $6.0 million from $5.4 million in the first quarter of the last fiscal year. Bookings for the quarter ended September 30, 2003 for military optics increased 33% to $6.1 million from $4.6 million in the first quarter of the last fiscal year. Revenues for the quarter ended September 30, 2003 for military optics remained steady at $5.7 million compared to $5.8 million in the first quarter of the last fiscal year. Combined bookings for the quarter ended September 30, 2003 for the eV PRODUCTS division and the Wide Bandgap Materials group (which comprise the "Other" category for segment reporting purposes) decreased to $1.5 million compared to $2.6 million in the first quarter of the last fiscal year. Revenues for the quarter ended September 30, 2003 from these two groups increased to $2.6 million compared to $1.9 million in the first quarter of last fiscal year. Outlook ------- For the second fiscal quarter ending December 31, 2003, the Company currently forecasts revenues to range from $33 million to $35 million and earnings per share to range from $0.19 to $0.23. For the fiscal year ending June 30, 2004, the Company currently expects revenues to range from $139 million to $143 million and earnings per share to range from $0.89 to $0.97. As discussed in more detail below, actual results may differ from these forecasts due to factors such as changes in product demand, competition and general economic conditions. Webcast Information ------------------- The Company will host a conference call at 10:00 a.m. Eastern Time on Thursday, October 23, 2003 to discuss these results. The conference call will be broadcast live over the Internet and can be accessed by all interested parties from the Company's web site at www.ii-vi.com as well as at http://www.firstcallevents.com/service/ajwz391064370gf12.html. Please allow extra time prior to the call to visit the site and, if needed, download the media software required to listen to the Internet broadcast. A replay of the webcast will be available for 2 weeks following the call. Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated designs, manufactures and markets optical and opto-electronic components, devices and materials for infrared, near-infrared, visible light, x-ray and gamma-ray instrumentation. The Company's infrared optics business manufactures optical and opto-electronic components sold under the II-VI and Laser Power brand names and used primarily in high-power CO2 lasers. The Company's near-infrared optics business manufactures near-infrared and visible light products for industrial, scientific and medical instruments and laser gain material and products for solid-state YAG and YLF lasers at the Company's VLOC subsidiary. The Company's military infrared optics business manufactures infrared products for military applications under the Exotic Electro-Optics brand name. The Company's eV PRODUCTS division manufactures and markets solid-state x-ray and gamma-ray detection materials and products for use in medical, industrial, environmental and scientific applications. The Company's Wide Bandgap Materials (WBG) group manufactures and markets single crystal silicon carbide substrates for use in solid-state lighting, wireless infrastructure, RF electronics and power switching industries. This press release contains forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934. Any information which is not historical in nature constitutes such forward-looking statements. Actual results may differ from the results described in any forward-looking statements due to, among other things, changes in market demand for infrared, near-infrared and military infrared optics, and products of the eV PRODUCTS division and Wide Bandgap Materials group, the Company's ability to maintain or increase market share, the Company's ability to effectively address market opportunities, and general market and economic conditions throughout the world. Additional information on potential factors that could affect the Company's financial results was included in the Company's Form 10-K for the year ended June 30, 2003 as filed with the Securities and Exchange Commission. CONTACT: Craig A. Creaturo, Chief Accounting Officer and Treasurer of II-VI Incorporated, 724-352-4455, or e-mail, ccreaturo@ii-vi.com. II-VI Incorporated and Subsidiaries Condensed Consolidated Statements of Earnings (Unaudited) (000 except per share data) Three Months Ended September 30, 2003 2002 -------- -------- Revenues Net sales $ 32,053 $ 29,209 Contract research and development 2,041 2,362 -------- -------- 34,094 31,571 -------- -------- Costs, Expenses & Other (Income) Expense Cost of goods sold 18,066 18,087 Contract research and development 1,991 2,244 Internal research and development 1,087 959 Selling, general and administrative 8,226 7,195 Interest expense 134 278 Other income, net (91) (114) -------- -------- 29,413 28,649 -------- -------- Earnings Before Income Taxes 4,681 2,922 Income Taxes 1,567 716 Net Earnings $ 3,114 $ 2,206 ======== ======== Diluted Earnings Per Share $ 0.21 $ 0.15 ======== ======== Average Shares Outstanding - Diluted 14,639 14,371 II-VI Incorporated and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) ($000) September 30, June 30, 2003 2002 ------------ --------- Assets Current Assets Cash and cash equivalents $ 14,256 $ 15,583 Accounts receivable, net 22,747 22,086 Inventories 25,851 24,384 Deferred income taxes 3,173 3,794 Other current assets 1,724 1,968 ------------ --------- Total Current Assets 67,751 67,815 Property, Plant & Equipment, net 59,399 57,954 Goodwill, net 28,987 28,987 Investment 1,776 1,792 Other Intangible Assets, net 5,355 4,643 Other Assets 1,938 1,602 ------------ --------- $ 165,206 $ 162,793 ============ ========= Liabilities and Shareholders' Equity Current Liabilities Accounts payable $ 6,958 $ 6,115 Current portion of long-term debt 7,549 6,923 Other current liabilities 11,910 14,577 ------------ --------- Total Current Liabilities 26,417 27,615 Long-Term Debt-less current portion 15,358 16,782 Other Liabilities, primarily deferred 7,853 6,875 income taxes Shareholders' Equity 115,578 111,521 ------------ --------- $ 165,206 $ 162,793 II-VI Incorporated and Subsidiaries Condensed Segment and Other Selected Financial Information (Unaudited) ($000) In addition to reported results under U.S. GAAP, the following segment and other financial information includes segment earnings (defined as earnings before income taxes, interest expense and other income or expense, net) and earnings before interest, income taxes, depreciation and amortization (EBITDA), which are non-GAAP financial measures. Management believes segment earnings to be a useful measure because it reflects the results of segment performance over which management has direct control. Similarly, EBITDA reflects operating profitability before certain non-operating expenses and non-cash charges. Where appropriate, a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measure is presented. Three Months Ended September 30, Segment Information 2003 2002 - ------------------- -------- -------- Revenues Infrared Optics $ 19,906 $ 18,354 Near-Infrared Optics 5,951 5,467 Military Infrared Optics 5,682 5,794 Other 2,555 1,956 -------- -------- Total Revenues $ 34,094 $ 31,571 ======== ======== Segment earnings (loss) Infrared Optics $ 5,451 $ 4,231 Near-Infrared Optics 544 362 Military Infrared Optics (6) 257 Other (1,265) (1,764) -------- -------- Total Segment Earnings $ 4,724 $ 3,086 Three Months Ended September 30, Other Selected Financial Information 2003 2002 - ------------------------------------ -------- -------- Earnings before interest, income taxes, $ 7,173 $ 5,621 depreciation and amortization (EBITDA) Cash paid for capital expenditures $ 2,838 $ 1,766 Payments on borrowings, net $ 1,012 $ 1,336 II-VI Incorporated and Subsidiaries Condensed Segment and Other Selected Financial Information (Unaudited) (cont.) ($000) Reconciliation of Segment Earnings and EBITDA - --------------------------------------------- to Earnings Before Income Taxes - ------------------------------- Three Months Ended September 30, 2003 2002 -------- -------- Segment Earnings $ 4,724 $ 3,086 Interest expense 134 278 Other income, net (91) (114) -------- -------- Earnings before income taxes $ 4,681 $ 2,922 ======== ======== EBITDA $ 7,173 $ 5,621 Interest expense 134 278 Depreciation and amortization 2,358 2,421 -------- -------- Earnings before income taxes $ 4,681 $ 2,922 ======== ======== # # # # -----END PRIVACY-ENHANCED MESSAGE-----