-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, j/rXU+qGiah0P92kwnIAE8yQ61eOtLilUcLUa5PvDdpTLcVOTZyvshNSN2UYvhVI 4C0JNCn+jjkQNa8LgdPkRA== 0000950132-95-000175.txt : 19950530 0000950132-95-000175.hdr.sgml : 19950530 ACCESSION NUMBER: 0000950132-95-000175 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: II-VI INC CENTRAL INDEX KEY: 0000820318 STANDARD INDUSTRIAL CLASSIFICATION: 3827 IRS NUMBER: 251214948 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-16195 FILM NUMBER: 95538936 BUSINESS ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 BUSINESS PHONE: 4123524455 MAIL ADDRESS: STREET 1: 375 SAXONBURG BLVD CITY: SAXONBURG STATE: PA ZIP: 16056 10-Q 1 FORM 10-Q 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, 1995 [_] 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 March 31, 1995, 2,534,582 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 - March 31, 1995 and June 30, 1994........................................................... 4 Condensed Consolidated Statements of Operations -- Three and nine months ended March 31, 1995 and 1994.................................... 5 Condensed Consolidated Statements of Shareholders' Equity -- Nine months ended March 31, 1995............................................. 7 Condensed Consolidated Statements of Cash Flows -- Nine months ended March 31, 1995 and 1994........................................... 8 Notes to Condensed Consolidated Financial Statements.................... 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................... 11 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K........................................ 13
2 [LOGO OF ALPERN, ROSENTHAL & COMPANY] Certified Public Accountants Warner Centre, Suite 400 . 332 Fifth Avenue . Pittsburgh, Pennsylvania 15222-2413 (412) 281-2501 . Fax (412) 471-1996 Independent Accountants' Report To the Board of Directors and Shareholders of II-VI Incorporated Saxonburg, Pennsylvania We have reviewed the accompanying condensed consolidated balance sheet of II-VI Incorporated and Subsidiaries as of March 31, 1995, and the related condensed consolidated statements of operations, shareholders' equity and cash flows for the three and nine-month periods ended March 31, 1995 and 1994. 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, 1994, 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 12, 1994, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of June 30, 1994 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Alpern, Rosenthal & Company April 18, 1995 A Professional Corporation - - - - - - ------------------------------------------------------------------------------- Irving P. Rosenthal, CPA Members American and Pennsylvania Michael H. Levin, CPA Institutes of Certified Public Accountants Harvey A. Pollack, CPA Fred J. Morelli, Jr., CPA Accounting Firms Associated, inc. Edward F. Rockman, CPA Member Firms in Principal Cities Emanuel V. DiNatale, CPA Deborah H. Wells, CPA Fred M. Rock, CPA Sean M. Brennan, CPA Alexander Paul, CPA Michael E. Forgas, CPA Joel M. Rosenthal, CPA 3 PART I - FINANCIAL INFORMATION Item 1. Financial Statements - - - - - - -------------------------------------------------------------------------------- II-VI Incorporated and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) ($000 except share data)
March 31, June 30, Assets 1995 1994 --------- --------- Current Assets Cash and equivalents $ 2,422 $ 1,734 Accounts receivable - less allowance for doubtful accounts of $143 at 3/31/95 and $125 at 6/30/94 5,630 3,683 Inventories 4,012 3,204 Deferred income taxes 218 269 Prepaid and other current assets 387 260 ------- ------- Total Current Assets 12,669 9,150 Property, Plant & Equipment, net 9,331 8,093 Other Assets 344 327 ------- ------- $22,344 $17,570 ======= ======= Liabilities and Shareholders' Equity Current Liabilities Notes payable $ 1,521 $ - Accounts payable - trade 678 444 Accrued salaries, wages and bonuses 1,337 737 Income taxes payable 500 375 Accrued profit sharing contribution 175 70 Other current liablities 1,131 613 Current portion of long-term debt 22 263 ------- ------- Total Current Liabilities 5,364 2,502 Long-Term Debt--less current portion 74 - Deferred Income Taxes 952 831 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- 3,105,205 shares at 3/31/95 and 3,078,115 at 6/30/94 4,269 4,184 Cumulative translation adjustment (12) 10 Retained earnings 12,827 11,142 ------- ------- 17,084 15,336 Less treasury stock, at cost - 570,623 shares at 3/31/95; 566,418 at 6/30/94 1,130 1,099 ------- ------- 15,954 14,237 ------- ------- $22,344 $17,570 ======= =======
- - - - - - -See notes to condensed consolidated financial statements. 4 II-VI Incorporated and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) ($000 except per share data)
Three Months Ended March 31, ------------------------------ 1995 1994 ------------- ------------- Revenues Net Sales: Domestic $ 4,407 $ 2,156 International 3,248 2,351 ------------- ------------- 7,655 4,507 Contract research and development 373 455 ------------- ------------- 8,028 4,962 ------------- ------------- Costs, Expenses & Other Income Cost of goods sold 4,663 3,067 Contract research and development 261 279 Internal research and development 85 64 Selling, general and administrative expenses 1,989 1,289 Interest and other expense (income) - net (62) (62) ------------- ------------- 6,936 4,637 ------------- ------------- Earnings Before Income Taxes 1,092 325 Income Tax Expense 312 122 ------------- ------------- Net Earnings $ 780 $ 203 ============= ============= Earnings Per Share $ 0.29 $ 0.08 ============= =============
- - - - - - -See notes to condensed consolidated financial statements. 5 II-VI Incorporated and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) ($000 except per share data)
Nine Months Ended March 31, ------------------------------ 1995 1994 ------------- ------------- Revenues Net Sales: Domestic $ 9,470 $ 6,165 International 9,016 6,186 ------------- ------------- 18,486 12,351 Contract research and development 892 1,164 ------------- ------------- 19,378 13,515 ------------- ------------- Costs, Expenses & Other Income Cost of goods sold 11,022 8,337 Contract research and development 712 739 Internal research and development 337 221 Selling, general and administrative expenses 5,059 3,720 Gain on sale of investment - (699) Interest and other expense (income) - net (66) (27) ------------- ------------- 17,064 12,291 ------------- ------------- Earnings Before Income Taxes 2,314 1,224 Income Tax Expense 629 420 ------------- ------------- Net Earnings $ 1,685 $ 804 ============= ============= Earnings Per Share $ 0.65 $ 0.32 ============= =============
- - - - - - -See notes to condensed consolidated financial statements. 6 II-VI Incorporated and Subsidiaries Condensed Consolidated Statement of Shareholders' Equity (Unaudited) (000)
Common Stock Cumulative Treasury Stock ------------------- Translation Retained ------------------- Shares Amount Adjustment Earnings Shares Amount Total ------- ------- ------------ --------- ------- -------- -------- Balance--June 30, 1994 3,078 $ 4,184 $ 10 $ 11,142 (566) $ (1,099) $ 14,237 Shares issued under stock option plan - 1 - - - - 1 Net earnings for the quarter - - - 396 - - 396 Translation adjustment - - 8 - - - 8 ------- ------- --------- --------- ------- --------- -------- Balance--September 30, 1994 3,078 $ 4,185 $ 18 $ 11,538 (566) $ (1,099) $ 14,642 Shares issued under stock option plan 12 39 - - - - 39 Net earnings for the quarter - - - 509 - - 509 Purchase of treasury stock - - - - (3) (18) (18) Translation adjustment - - (2) - - - (2) ------- ------- --------- --------- ------- --------- -------- Balance--December 31, 1994 3,090 $ 4,224 $ 16 $ 12,047 (569) $ (1,117) $ 15,170 ======= ======= ========= ========= ======= ========= ======== Shares issued under stock option plan 15 45 - - - - 45 Net earnings for the quarter - - - 780 - - 780 Purchase of treasury stock - - - - (2) (13) (13) Translation adjustment - - (28) - - - (28) ------- ------- --------- --------- ------- --------- -------- Balance--March 31, 1995 3,105 $ 4,269 $ (12) $ 12,827 (571) $ (1,130) $ 15,954 ======= ======= ========= ========= ======= ========= ========
- - - - - - -See notes to condensed consolidated financial statements. 7 II-VI Incorporated and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) ($000)
Nine Months Ended March 31, ----------------------------- 1995 1994 ------------ ------------ Cash Flows from Operating Activities Net Earnings $ 1,685 $ 804 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 1,519 1,400 Net loss (gain) on disposal of fixed assets 17 (3) Gain on sale of investment - (699) Gain on foreign currency transactions (19) (53) Deferred income taxes 172 134 Increase (decrease) in cash from changes in: Accounts receivable (1,187) 342 Inventories (219) (228) Accounts payable 125 (358) Accrued salaries, wages and bonuses 589 13 Accrued profit sharing contribution 105 23 Income taxes payable 125 121 Other operating net assets 122 (93) ------------ ------------ Net cash provided by operating activities 3,034 1,403 ------------ ------------ Cash Flows from Investing Activities Proceeds from sale of fixed assets - 5 Additions to fixed assets (1,332) (1,432) Net cash on Purchase of Virgo Optics (2,353) - Additions to other assets (69) (97) ------------ ------------ Net cash used in investing activities (3,754) (1,524) ------------ ------------ Cash Flows from Financing Activities Net change in notes payable 1,521 - Proceeds from long-term borrowings 108 - Payments on long-term borrowings (275) (530) Proceeds from sale of common stock 85 22 Purchase of treasury stock (31) (164) ------------ ------------ Net cash provided by (used in) financing activities 1,408 (672) ------------ ------------ Net increase (decrease) in cash and equivalents 688 (793) Cash and Equivalents at Beginning of Period 1,734 1,862 ------------ ------------ Cash and Equivalents at End of Period $ 2,422 $ 1,069 ============ ============
- - - - - - -See notes to condensed consolidated financial statements. 8 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, 1995 and 1994 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 Annual Report as filed as an exhibit to the Company's Form 10-K Annual Report dated September 23, 1994 filed with the Securities and Exchange Commission. The consolidated results of operations for the three and nine month periods ended March 31, 1995 and 1994 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 1995 1994 ------------- ------------- Raw Materials $ 1,646 $ 1,753 Work in Progress 1,140 730 Finished Goods 1,226 721 ------------- ------------- $ 4,012 $ 3,204 ============= =============
Note C - Property, Plant and Equipment ($000) ------------------------------------- Property, plant and equipment consist of the following:
March 31 June 30 1995 1994 ------------- ------------- Land and land improvements $ 307 $ 307 Buildings and improvements 3,838 3,743 Machinery and equipment 16,894 14,305 ------------- ------------- 21,039 18,355 Less accumulated depreciation 11,708 10,262 ------------- ------------- $ 9,331 $ 8,093 ============= =============
9 II-VI Incorporated and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) Note D - Gain on The Sale of Investment ------------------------------ In fiscal 1994, the Company recognized $699,000 of gain resulting from the sale, in 1993, of its ownership in its former Japanese distributor. The gain had been deferred in order to match it with the final negotiated costs, if any, of terminating the agency agreement with the distributor. Final termination of the agency agreement took place during the first quarter of fiscal 1994. Note E - Notes Payable ------------- The Company's Japanese subsidiary borrowed $1.5 million on August 17, 1994 from a Japanese bank. Terms of the agreement call for monthly principal payments plus interest charged at the rate of .5% above the bank's prevailing prime lending rate for a five year period. The interest rate at March 31, 1995 was 3.5%. The bank will review the borrowing agreement annually and at that time has the option of calling the loan. These borrowings are guaranteed by the Parent Company. Note F - Acquisition ----------- On December 29, 1994 the Company acquired the net assets of Virgo Optics. The acquisition was accounted for as a purchase and included inventory, accounts receivable, machinery and equipment and certain current liabilities. The purchase price was allocated as follows: Accounts receivable $ 720,000 Inventory 400,000 Machinery and equipment 1,387,000 Other assets 3,000 ------------ 2,510,000 Current liabilities (157,000) ------------ Cash purchase price $ 2,353,000 ============
The following pro forma financial information is based upon the historical financial statements of the Registrant and the Virgo Optics Division of Sandoz Chemicals Corporation ("Virgo"), adjusted to give effect to the acquisition of substantially all of the assets and the assumption of certain liabilities of Virgo and the integration of the activities of the Registrant and Virgo. This information assumes that such events occurred on the first day of the Registrant's 1994 fiscal year (July 1, 1993).
Nine Months Ended March 31, ---------------------- 1995 1994 ------- ------- Revenues $21,782 $16,498 Net Earnings $2,023 $777 Earnings Per Share $0.78 $0.31
10 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - - - - - - ------ ---------------------------------------------------------------- RESULTS OF OPERATIONS --------------------- Results of Operations - - - - - - --------------------- Net earnings for the third quarter of fiscal 1995, ended March 31, 1995, were $780,000 ($0.29 per share) on revenues of $8,028,000. These results compare with net earnings of $203,000 ($0.08 per share) on revenues of $4,962,000 in the third fiscal quarter of last year. For the nine months ended March 31, 1995 net earnings were $1,685,000 ($0.65 per share) on revenues of $19,378,000 as compared to net earnings of $804,000 ($0.32 per share) on revenues of $13,515,000 for the same period last year. Earnings for last year included a $461,000 ($0.18 per share) after tax gain resulting from the recognition of a previously deferred gain on the sale of the Company's investment in its former Japanese distributor. Order bookings for the third quarter were $8,011,000 compared to $4,686,000 for the third quarter last fiscal year. Fiscal year-to-date bookings were $20,709,000 versus $13,426,000 in fiscal 1994. Almost one-half of the increase in quarterly bookings is attributable to Virgo Optics, which was acquired on December 29, 1994. The remaining increase reflects the increased world-wide demand for II-VI products in the Industrial Market. The year-to-date bookings increase also reflects this higher world-wide demand for II-VI products and, to a lesser extent, the addition of Virgo Optics. Also, the strengthening of the Japanese Yen versus the U.S. dollar positively impacted the quarter and year-to-date bookings. Manufacturing revenues increased 70% from $4,507,000 for the third quarter of last year to $7,655,000 for this quarter. Year-to-date manufacturing revenues of $18,486,000 exceed last fiscal year's nine month total by $6,135,000. These improvements represent increased shipments in all II-VI markets, as well as added shipments from Virgo Optics. Manufacturing gross margin increased to 39% and 40% for the quarter and year-to-date, respectively, as compared to 32% for last fiscal year's third quarter and year-to-date. Increased production volume and higher manufacturing efficiencies from process and yield improvements have driven these increases. The decrease in gross margin as a percent of revenues from last quarter is due to the addition of Virgo Optics. Virgo's gross margin percentage has historically been below that of II-VI's. Contract research and development revenues for the quarter of $373,000 and year-to-date of $892,000 were below last year's revenues for the same periods by $82,000 and $272,000, respectively. The reduction in contract research and development gross margin percentage is mostly attributable to increased costs due to reclassifications of certain other operating costs. Internal Research and Development expenses increased $21,000 for the quarter and $116,000 year-to-date, as compared to last year. The higher expense is a result of increased crystal growth research. Selling, General and Administrative expenses of $1,989,000 for the quarter compared to $1,289,000 for last year's third quarter. Year-to-date expenses increased to $5,059,000 from $3,720,000. These increases reflect expenses associated with the Company's world-wide profit driven bonus program, expenses incurred in the operation of Virgo Optics, and higher sales and marketing expenses. The Company's year-to-date effective income tax rate is 27% of pre-tax earnings as compared to 34% for the same period last year. The lower rate is due to the mix of earnings from domestic and foreign operations. Liquidity and Capital Resources - - - - - - ------------------------------- During the nine months ended March 31, 1995, working capital increased from $6,648,000 to $7,305,000. This increase is primarily due to increases in cash, accounts receivable, and inventories, offset by increases in notes payable, accrued salaries, wages, and bonuses, and other current liabilities. 11 The increases in accounts receivable and inventories are mostly due to increased revenues and the effect of the acquisition of Virgo Optics. The increases in accrued salaries, wages, and bonuses and other current liabilities are primarily due to the Company's world-wide profit driven bonus program, other payroll related amounts, and the effect of the acquisition of Virgo Optics. The increase in notes payable is from a loan secured by the Japanese subsidiary. The increase in cash is principally due to cash from operations and notes payable, offset by the purchase of Virgo Optics and additional fixed assets. 12 PART II - OTHER INFORMATION --------------------------- Item 6. EXHIBITS AND REPORTS ON FORM 8-K. - - - - - - ------ -------------------------------- (a) Exhibits. -------- 15.01 Accountant's acknowledgment letter dated May 11, 1995....................................Filed herewith. 27.01 Financial Data Schedule (supplied for the information of the Commission)..................................Filed herewith. 99.01 Press release dated April 20, 1995...............Filed herewith.
(b) Reports on Form 8-K. ------------------- On January 13, 1995, the Registrant filed a Report on Form 8-K for the event dated December 29, 1994, covering Items 2 and 5 thereof. On March 6, 1995, the Registrant filed Amendment No. 1 to such Form 8-K. On March 10, 1995, the Registrant filed Amendment No. 2 to such Form 8-K, covering Item 7 thereof. 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: May 12, 1995 By: /s/ Carl J. Johnson ----------------------------------------------- Carl J. Johnson Chairman and Chief Executive Officer Date: May 12, 1995 By: /s/ James Martinelli ----------------------------------------------- James Martinelli Treasurer and Director of Finance and Accounting EXHIBIT INDEX ------------- Exhibit No. - - - - - - ----------- 15.01 Accountants' acknowledgment letter dated Filed herewith. May 11, 1995 27.01 Financial Data Schedule (supplied for the information of the Commission) Filed herewith. 99.01 Press release dated April 20, 1995 Filed herewith. EX-15 2 AUDITOR REPORT 15.01 [LOGO OF ALPERN, ROSENTHAL & COMPANY] Certified Public Accountants Warner Centre, Suite 400 . 332 Fifth Avenue . Pittsburgh, Pennsylvania 15222-2413 (412) 281-2501 . Fax (412) 471-1996 To the Board of Directors and Shareholders of II-VI Incorporated Saxonburg, Pennsylvania 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 March 31, 1995 and 1994, as indicated in our report dated April 18, 1995; 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 March 31, 1995, is incorporated by reference in Registration Statements No. 33-19511, No. 33-38019 and No. 33-19510 on Form S-8. 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/ Alpern, Rosenthal & Company May 11, 1995 A Professional Corporation - - - - - - -------------------------------------------------------------------------------- Members American and Pennsylvania Institutes of Certified Public Accountants Accounting Firms Associated, inc. Member Firms in Principal Cities Irving P. Rosenthal, CPA Deborah H. Wells, CPA Michael H. Levin, CPA Fred M. Rock, CPA Harvey A. Pollack, CPA Sean M. Brennan, CPA Fred J. Morelli, Jr., CPA Alexander Paul, CPA Edward F. Rockman, CPA Michael E. Forgas, CPA Emanuel V. DiNatale, CPA Joel M. Rosenthal, CPA EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS JUN-30-1995 JAN-01-1995 MAR-31-1995 2,422 0 5,773 143 4,012 12,669 21,039 11,708 22,344 5,364 74 4,269 0 0 11,685 22,344 19,378 19,378 11,734 11,734 5,330 0 0 2,314 629 1,685 0 0 0 1,685 .65 0
EX-99 4 NEWS RELEASE Exhibit 99.01 - - - - - - -------------------------------------------------------------------------------- Press II-VI II-VI Incorporated Release Incorporated 375 Saxonburg Boulvard Saxonburg, Pennsylvania 16056 Telephone (412) 352-4455 Telex 469864 Fax (412) 352-4980 - - - - - - -------------------------------------------------------------------------------- Release Date: April 20, 1995 Contact: Jim Martinelli Treasurer, Director of Finance & Accounting (412) 352-4455 II-VI INCORPORATED ANNOUNCES THIRD QUARTER RESULTS PITTSBURGH, PA., April 20, 1995--II-VI Incorporated (NASDAQ NMS: IIVI) today reported results for its third fiscal quarter ended March 31, 1995. Net earnings for the period were $781,000 ($0.29 per share) on revenues of $8,028,000. These results compare with net earnings of $203,000 ($0.08 per share) on revenues of $4,962,000 in the third quarter of last fiscal year. For the nine months ended March 31, 1995, net earnings were $1,685,000 ($0.65 per share) on revenues of $19,378,000. This compares with net earnings of $804,000 ($0.32 per share) on revenues of $13,515,000 for the same period last fiscal year. Earnings for last year included a $461,000 ($0.18 per share) after-tax gain on the sale of an investment. Third quarter bookings of $8,011,000 increased the year-to-date bookings to $20,709,000. These results compare with last fiscal year's third quarter and year-to-date bookings of $4,686,000 and $13,426,000 respectively. Almost one- half of the 71% increase in the quarterly bookings is attributable to Virgo Optics, which was acquired on December 29, 1994. The remaining increase in the quarterly bookings reflects the increased world-wide demand for II-VI products in the Industrial markets. The year-to-date bookings increase of 54% also reflects this higher world-wide demand for II-VI products and, to a lesser extent, the addition of Virgo Optics. The strengthening of the Japanese Yen versus the U.S. dollar positively impacted the quarter and year-to-date bookings. Manufacturing gross margin for the quarter and year-to-date increased to 39% and 40% of revenues respectively from 32% for last fiscal year's third quarter and year-to-date. Increased production volume and higher manufacturing efficiencies from process and yield improvements have driven these increases. The decrease in gross margin as a percent of revenues from the prior quarter is due to the addition of Virgo Optics. Virgo's gross margin as a percentage of revenues has historically been below that of II-VI. (more) - - - - - - -------------------------------------------------------------------------------- II-VI Incorporated April 20, 1995 Page 2 Selling, General and Administrative expenses for the quarter of $1,989,000 compared to $1,289,000 for the same period last fiscal year. Year-to-date expenses increased to $5,059,000 from $3,720,000. These increases reflect expenses associated with the company's world-wide profit-driven bonus program, expenses incurred in the operation of Virgo Optics, and higher sales and marketing expenses. In discussing the results for the quarter, Carl J. Johnson, chairman and chief executive officer said, "The worldwide demand for all our products remains strong and we continue to meet the challenges of increased production at all II-VI locations. We expect this demand to continue and our outlook for the remainder of the year is optimistic." Francis J. Kramer, president and chief operating officer reported, "We are pleased with the transition of Virgo Optics. After the first quarter of operating as a II-VI subsidiary we have met all of our initial challenges." Headquartered in Saxonburg, Pennsylvania, II-VI Incorporated designs, manufactures and markets optical and electro-optical components and materials for precision use in infrared devices. The Company's infrared products are used in high-power lasers for industrial processing and military sensing systems. In December 1994, II-VI acquired the Virgo Optics Division of Sandoz Chemicals Corporation located in Port Richey, Florida. Virgo Optics designs, develops and manufactures laser materials, optics and coatings for visible and near infrared laser applications. The products of Virgo Optics are used in medical, scientific and industrial YAG lasers. Frequency doubling materials produced by the division are being utilized in the emerging laser-based, blue light field. II-VI is also currently developing products for the nuclear radiation detection market through its eV PRODUCTS Division. (more) II-VI Incorporated and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) ($000 except per share data)
Three Months Ended March 31, ------------------ 1995 1994 ------- ------- Revenues Net sales $7,655 $4,507 Contract research and development 373 455 ------- ------- 8,028 4,962 ------- ------- Costs, Expenses and Other Income Cost of goods sold 4,663 3,067 Contract research and development 260 279 Internal research and development 85 64 Selling, general and administrative 1,989 1,289 expenses Interest and other expense - net (61) (62) ------- ------- 6,936 4,637 ------- ------- Earnings Before Income Taxes 1,092 325 Income Tax Expense 311 122 ------- ------- Net Earnings $ 781 $ 203 ======= ======= Earnings Per Share $ 0.29 $ 0.08 ======= ======= Average Shares Outstanding 2,661 2,524
II-VI Incorporated and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) ($000 except per share data)
Nine Months Ended March 31, ------------------- 1995 1994 -------- -------- Revenues Net sales $18,486 $12,351 Contract research and development 892 1,164 -------- -------- 19,378 13,515 -------- -------- Costs, Expenses and Other Income Cost of goods sold 11,022 8,337 Contract research and development 712 739 Internal research and development 337 221 Selling, general and administrative 5,059 3,720 expenses Gain on sale of investment - (699) Interest and other expense - net (66) (27) -------- -------- 17,064 12,291 -------- -------- Earnings Before Income Taxes 2,314 1,224 Income Tax Expense 629 420 -------- -------- Net Earnings $ 1,685 $ 804 ======== ======== Earnings Per Share $ 0.65 $ 0.32 ======== ======== Average Shares Outstanding 2,600 2,546
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