-----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, JHu/K7N4uB/Bh4htKoHSvdXMTzbUdryAj6zq2m42RYJrHxDKS1KYXIWoudSoJWMi nXuE6jH0tZ18KcO8Rywb2g== 0000719625-95-000006.txt : 19950517 0000719625-95-000006.hdr.sgml : 19950516 ACCESSION NUMBER: 0000719625-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ILC TECHNOLOGY INC CENTRAL INDEX KEY: 0000719625 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 941655721 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11360 FILM NUMBER: 95537647 BUSINESS ADDRESS: STREET 1: 399 JAVA DR CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087457900 MAIL ADDRESS: STREET 1: 399 JAVA DRIVE CITY: SUNNYVALE STATE: CA ZIP: 94089 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 1995 OR [ ] 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 0-11360 ILC TECHNOLOGY, INC (Exact name of registrant as specified in its charter) California 94-1655721 (State of other jurisdiction I.R.S. Employer Incorporation or or organization) Identification No.) 399 Java Drive, Sunnyvale, California 94089 (Address of principal executive offices) (Zip Code) 408-745-7900 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) 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 ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Shares: 4,608,375 Date: April 30, 1995 ILC TECHNOLOGY, INC. FORM 10-Q For the Quarter Ended April 1, 1995 INDEX Page No. Part I. Financial Information 2 Item 1 Condensed Consolidated Statements of Operations - Quarters ended April 1, 1995 and April 2, 1994 and six months ended April 1, 1995 and April 2, 1994 3 Condensed Consolidated Balance Sheets - April 1, 1995 and October 1, 1994 4 Condensed Consolidated Statements of Cash Flows - Six months ended April 1, 1995 and April 2, 1994 5-6 Notes to Condensed Consolidated Financial Statements 7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11 Part II Other Information Item 4 Submission of Matters to a Vote of Security Holders 12 Signatures 13 PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures which are made are adequate to make the information presented not misleading. It is suggested that the condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report/Form 10-K for the year ended October 1, 1994. These financial statements have been prepared in all material respects in conformity with the Standards of Accounting measurements set forth in Accounting Principles Board Opinion No. 28 and reflect, in the opinion of management, all adjustments (that consisted only of normal recurring adjustments) necessary to present fairly the financial information set forth therein. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full year. ITEM 1. Financial Statements ILC TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands, except per share data)
Quarter Ended Six Months Ended April 1, April 2, April 1, April 2, ------------------- ---------------------- 1995 1994 1995 1994 Net sales $13,989 $12,745 $26,673 $24,432 Costs and expenses: Cost of sales 9,210 9,218 17,897 17,360 Research and development 1,205 990 2,219 1,813 Marketing 712 513 1,370 1,115 General and administrative 1,254 1,716 2,352 2,708 Write down and amortization of intangibles 73 3,430 146 3,619 -------- ------ ------ -------- 12,454 15,867 23,984 26,615 -------- ------ ------ -------- Income (loss) from operations 1,535 (3,122) 2,689 (2,183) Other income (expense): Interest, net (164) (34) (293) (80) --------- ------- ------- --------- Income (loss) before provision for (benefit from) income taxes 1,371 (3,156) 2,396 (2,263) --------- ------- ------ --------- Provision for (benefit from) income taxes 384 (269) 671 - --------- ------- ------ --------- Net income (loss) $ 987 $ (2,887) $ 1,725 $ (2,263) --------- ---------- ------- --------- Earnings (loss) per share $ 0.21 $ (0.62) $ 0.37 $ (0.49) --------- --------- --------- --------- Weighted average shares used in computation 4,769 4,663 4,726 4,646 --------- -------- --------- -------- See accompanying notes
ILC TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
April 1, 1995 October 1, 1994 (unaudited) ------------- --------------- Assets Current assets: Cash and cash equivalents $ 203 $ 2,462 Marketable securities - 998 Accounts receivable, net 8,285 7,781 Inventories: Raw materials 4,895 3,393 Work-in-process 3,225 2,556 Finished goods 1,104 1,243 --------- ------- Total inventories 9,224 7,192 --------- ------- Deferred tax asset 2,405 2,405 Prepaid expenses 260 543 --------- ------- Total current assets 20,377 21,381 Property and equipment, net 22,138 17,688 Deposit on land and building purchase - 1,300 Covenants-not-to-compete, net 1,262 1,407 Other assets 695 221 --------- -------- $ 44,472 $ 41,997
Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 3,751 $ 3,921 Accrued liabilities 5,588 5,626 Accrued income taxes payable 1,845 2,405 --------- -------- Total current liabilities 11,184 11,952 --------- -------- Long-term debt 5,563 4,350 Non-compete obligation 650 910 Obligations under equipment line 993 595 Other accruals 339 415 Capital lease obligation 137 152 Stockholders' equity: Common stock 5,750 5,492 Retained earnings 19,856 18,131 --------- -------- Total stockholders' equity 25,606 23,623 --------- -------- $ 44,472 $ 41,997 See accompanying notes
ILC TECHNOLOGY, INC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In thousands)
Six Months Ended April 1, 1995 April 2, 1994 ------------- ------------- Cash flows from operating activities - Net income (loss) $ 1,725 $ (2,263) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 772 522 Write down and amortization of non-compete agreements 145 1,297 Write down and amortization of goodwill - 2,321 Changes in assets and liabilities from operations: (Increase) decrease in marketable securities 998 (730) (Increase) decrease in accounts receivable (504) 1,176 (Increase) decrease in inventories (2,032) 562 (Increase) decrease in prepaid expenses 282 (243) (Increase) decrease in other assets (473) 173 Decrease in accounts payable (170) (838) Decrease in accrued liabilities (936) (363) --------- --------- Total adjustments (1,918) 3,877 --------- --------- Net cash provided by (used in) operating activities (193) 1,614 Cash flows from investing activities - Capital expenditures (5,222) (1,220) Decrease in deposit on land and building purchase 1,300 - --------- ---------- Net cash used in investing activities (3,922) (1,220) --------- ---------- Cash flows from financing activities - Borrowings under line of credit 5,850 - Repayments under line of credit (3,850) - Principal borrowings under equipment line 1,165 174 Principal payments under equipment line (520) (210) Principal payments under term loan for buildings (787) (500) Proceeds from issuance of common stock 335 209 Payments under non-compete agreement (260) (260) Repurchase of common stock (77) - --------- ----------- Net cash provided by (used in) financing activities 1,856 (587) --------- ----------- Net decrease in cash (2,259) (193) Cash at beginning of period 2,462 2,994 --------- ----------- Cash at end of period $ 203 $ 2,801 See accompanying notes
ILC TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)(Continued) (In thousands)
Supplemental disclosures of cash flow information: Six Months Ended April 1, 1995 April 2, 1994 ------------- ------------- Cash paid during the period for: Interest expense $ 332 $ 162 Income taxes 834 975 Supplemental disclosures of non-cash financing activities: A capital lease obligation of $174,000 was incurred during the first quarter of fiscal 1994 when the Company entered into a lease for new computer equipment. See accompanying notes
ILC TECHNOLOGY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) April 1, 1995 1. Summary of Significant Accounting Policies Basis of Presentation The condensed consolidated financial statements include the accounts of ILC Technology, Inc., and its subsidiaries, after elimination of intercompany accounts and transactions. The Company's quarter ends on the last Saturday of the fiscal month. Cash and Cash Equivalents For the purpose of the statement of cash flows, the Company considers all highly liquid investments with a maturity of less than three months at the time of issue to be cash equivalents. Marketable Securities Marketable securities are accounted for as trading securities under the provisions of SFAS No. 115, and are therefore valued at fair market value. Inventories Inventories are stated at the lower of cost (first in, first out) or market, and include material, labor and manufacturing overhead. 2. Earnings (Loss) Per Share Earnings per share is computed using the weighted average number of common shares and common equivalent shares (when such equivalents have a dilutive effect) outstanding during the periods using the treasury stock method. Primary and fully diluted earnings per share are substantially the same for the periods presented. Loss per share for the quarter and six months ended April 2, 1994 is computed using the weighted average number of common shares outstanding only. 3. Goodwill and Covenants-Not-To-Compete The Company assesses the realizability of its intangible assets resulting from acquisitions on a quarterly basis by comparing estimated undiscounted future cash flows to the book value of such intangibles. During the quarter ended April 2, 1994, the Company's Precision Lamp subsidiary experienced a significant slowdown in the release of shippable product from a major customer due to the qualification of a second source by that customer. This customer represents approximately 85% of Precision Lamp's revenue. This slowdown resulted in significantly lower sales in fiscal 1994 and is expected to result in significantly lower sales over the remaining life of the goodwill and covenant-not-to-compete generated from the purchase of Precision Lamp in June 1992. In assessing the recoverability of the above intangibles, management determined that an impairment occurred in the second quarter of fiscal 1994 and recorded a $3.4 million charge. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Quarter Ended April 1, 1995 Compared to Quarter Ended April 2, 1994 Net sales increased 9.8% in the quarter ended April 1, 1995 to $13,989,000 compared to $12,745,000 in the quarter ended April 2, 1994. The increase was the result of a higher volume of units sold in the Flash, Quartz and Aerospace product groups and at Converter Power, Q-Arc and Precision Lamp. In the quarter ended April 2, 1994, Precision Lamp experienced a significant shortfall in the release of shippable products from a major customer. This shortfall resulted in significantly lower sales in fiscal 1994 than previously anticipated. Even though Precision Lamp sales in the quarter ended April 1, 1995 have increased over sales in the quarter ended April 2, 1994, sales to this major customer are still expected to be lower than previously expected. Cost of sales as a percentage of net sales was 65.8% in the second quarter of fiscal 1995 compared to 72.3% in the same quarter last year. The percentage decrease was due primarily to improved manufacturing yields coupled with an increase in sales volume. The quarter ended April 2, 1994 was negatively impacted by the write-off of approximately $500,000 related to excess Precision Lamp inventory caused by the slowdown in the release of shippable product from a major customer as discussed above. Spending in the area of research and development, 8.6% of net sales in the second quarter of fiscal 1995, compared to 7.8% of net sales in the second quarter of fiscal 1994, increased $215,000 between the two quarters. The increase occurred in the Flashlamp product group for the development of non-laser flashlamp applications, in the Cermax product group for lamps for video projection, in the Quartz product group for the development of lamps used in the processing of semiconductor materials and in the Equipment product group for the design of new lightsources. Also contributing to the increase was spending at Precision Lamp for the development of backlight panels and spending at Converter Power for the design of new power supplies. Marketing expenses for the quarter ended April 1, 1995 were $712,000, or 5.1% of net sales, compared to $513,000, or 4.0% of net sales, in the same quarter of the prior fiscal year. The $199,000 increase in spending between the two quarters was primarily the result of more travel and trade show attendance coupled with additional commission expense on an increased sales volume. General and administrative expenses, as a percentage of sales, were 9.0% in the quarter ended April 1, 1995, compared to 13.5% in the quarter ended April 2, 1994. In the second quarter of fiscal 1994, an accrual of $500,000 was made for early exit incentives for various long-time ILC employees. In addition, a $250,000 note receivable, doubtful of collection, which arose from the United Detector Technology divestiture in 1990, was written off in the same quarter. These fiscal 1994 second quarter expenses were partially offset by additions to staff at Converter Power and by expenses at Q-Arc associated with the move into a new manufacturing facility. In the second quarter of fiscal 1994, Precision Lamp experienced a significant shortfall in orders from a major customer due to the qualification of a second source by that customer. This customer represents approximately 85% of Precision Lamp's revenue. In assessing the recoverability of the unamortized goodwill and covenant-not-to-compete generated from the acquisition, management determined that an impairment occurred in that quarter and recorded a $3.4 million charge. The amortization of intangibles of $73,000 in the second quarter of fiscal 1995 represents the revised amortization of the remaining balance of the Precision Lamp covenant-not-to-compete plus the amortization of the Q-Arc Ltd.covenant-not-to-compete. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Continued) Quarter Ended April 1, 1995 Compared to Quarter Ended April 2, 1994 (Continued) Other income (expense), net, primarily interest income and interest expense decreased $130,000 in the second quarter of fiscal 1995 from the second quarter of fiscal 1994. Interest income decreased approximately $30,000 due to the liquidation of the balance of marketable securities in the second quarter of fiscal 1995. Additionally, interest expense increased approximately $100,000 in the same quarter due to the increase in the equipment line of credit for capital equipment acquisitions and borrowings under the Company's line of credit for working capital requirements. Income before provision for income taxes was $1,371,000 for the quarter ended April 1, 1995 compared to a loss before benefit from income taxes of $3,156,000 for the quarter ended April 2, 1994. The provision for income taxes was 28% of income before provision for income taxes for the second quarter of fiscal 1995. The benefit for income taxes of $269,000 in the second quarter of fiscal 1994 reflected the reversal of previously provided fiscal 1994 tax provision so that the fiscal 1994 year-to-date provision for income taxes reflected the anticipated effective tax rate for that year. The Company believes that inflation and changing prices had no significant impact on sales or costs during the second quarter of fiscal 1995 or 1994. Six months Ended April 1, 1995 Compared to Six Months Ended April 2, 1994 Net sales for the six months ended April 1, 1995 increased 9.2% ($2,241,000) from the comparable period a year ago. The increase was the result of a higher volume of units sold in the Flash, Quartz and Aerospace product groups and at Converter Power and Q-Arc. Additionally, even though net sales at Precision Lamp, for the six months ended April 1, 1995, have increased slightly from the prior six month period, sales to its major customer are still expected to be lower than previously expected due to a shortfall in the release of shippable product as previously discussed. Cost of sales as a percentage of net sales was 67.1% and 71.1% for the six months ended April 1, 1995 and April 2, 1994, respectively. The percentage decrease was due primarily to improved manufacturing yields coupled with an increased sales volume. In the second quarter of fiscal 1994, cost of sales was charged approximately $500,000 for the write off of excess inventory related to the slowdown in the release of shippable product from a major Precision Lamp customer. Research and development expenses, $2,219,000 or 8.3% of net sales for the six months ended April 1, 1995, increased $406,000 from $1,813,000, or 7.4% of net sales for the six months ended April 2, 1994. The majority of the increase occurred in the Quartz product group for the development of lamps used in the processing of semiconductor materials and at Converter Power for the design of new power supplies. Also contributing to increase was spending at Precision Lamp for the development of the backlight panel. Marketing expenses in the six months ended April 1, 1995 were $1,370,000, or 5.1% of net sales compared to $1,115,000, or 4.6% of net sales, in the same six month period a year ago. The $255,000 increase is primarily due to personnel additions, more travel and trade show attendance and an increased advertising program. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Continued) Six months Ended April 1, 1995 Compared to Six Months Ended April 2, 1994 (Continued) General and administrative expenses, 8.8% of net sales in the six months ended April 1, 1995 compared to 11.1% of net sales in the six months ended April 2, 1994, decreased $356,000. In the quarter ended April 2, 1994, a $500,000 early exit incentive accrual for various long-time ILC employees plus the write off of a doubtful $250,000 note receivable, which arose from the United Detector Technology divestiture in 1990, contributed to the increased general and administrative expenses in that quarter. This decrease between the two six month periods was partially offset by additions to staff at Converter Power and by expenses associated with the Q-Arc move to a new manufacturing facility during the six months ended April 1, 1995. Amortization of intangibles of $3,619,000, for the six months ended April 2, 1994, represents the write down of intangibles generated from the acquisition of Precision Lamp ($3,430,000), recorded in the second quarter of fiscal 1994, plus the normal amortization ($189,000) of the covenants-not-to- compete plus the goodwill amortization arising from the acquisition of Precision Lamp and of Q-Arc Ltd, recorded in the first quarter of fiscal 1994. In the quarter ended April 2, 1994, Precision Lamp experienced a slowdown in the release of shippable product from a major customer. Sales to this customer are now expected to be significantly lower than previously anticipated. In assessing the recoverability of the unamortized goodwill and covenant-not-to-compete generated from the acquisition, management determined that an impairment occurred in the second quarter of fiscal 1994 and recorded a $3.4 million charge. The amortization of intangibles of $146,000 in the six months ended April 1, 1995 represents the revised amortization of the remaining balance of the Precision Lamp covenant-not- to-compete plus the amortization of the Q-Arc Ltd. covenant-not-to-compete. Other income (expense), primarily interest income and interest expense, decreased $213,000 in the first six months of fiscal 1995 from the first six months of fiscal 1994. Interest income decreased approximately $54,000 due to the liquidation of the balance of marketable securities during the first half of fiscal 1995. Additionally, interest expense increased approximately $159,000 in the same six month period due to the increase in the equipment line of credit for capital equipment acquisitions and borrowings under the Company's line of credit for working capital requirements. The Company reported income before provision for income taxes of $2,396,000 for the six months ended April 1, 1995. The provision for income taxes was 28% of income before provision for income taxes for the six months ended April 1, 1995. Due to the operating loss for the six months ended April 2, 1994, a benefit for income taxes of $269,000 was recorded which was a reversal of the first quarter of fiscal 1994 tax provision. The Company believes that inflation and changing prices had no significant impact on sales or costs during the six months ended April 1, 1995 or April 2, 1994. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Continued) Liquidity and Financial Condition Net cash used in operating activities totaled $193,000 in the six months ended April 1, 1995 compared to net cash provided by operating activities of $1,614,000 in the six months ended April 2, 1994. During the first six months of fiscal 1995, the Company purchased land and a manufacturing facility in Santa Clara, California for approximately $3,200,000 (cash of approximately $1,900,000, plus a deposit made in the fourth quarter of fiscal 1994). Capital equipment acquisitions in the six months ended April 1, 1995 were $2,022,000. Also, during the first six months of fiscal 1995, the Company liquidated the balance of marketable securities of $998,000, increased net borrowings under an equipment line by $645,000, made principal payments of $787,000 under a term loan for real estate acquisitions and increased net borrowings under a working capital line of credit by $2,000,000. During the first six months of fiscal 1994, the Company had capital equipment expenditures of $1,220,000 and purchased $730,000 of marketable securities. The Company also made principal payments of $500,000 under a term loan for real estate acquisitions during the six months ended April 2, 1994. Raw material and work in process inventories have increased from October 1, 1994 by approximately $1,502,000 and $669,000, respectively. The majority of the raw material increase is located at Precision Lamp and is anticipated to be consumed, over the balance of the 1995 fiscal year, in the manufacture of product for its major customer and in the manufacture of backlight panels. The work in process inventory increase is spread over various Company locations and is in anticipation of product shipments in the third quarter of fiscal 1995 and to reduce cycle time for customer needs. The Company has working capital of $9,193,000 and a current ratio of 1.82 to 1.0 at April 1, 1995. This compares with working capital of $9,429,000 and a current ratio of 1.79 to 1.0 at October 1, 1994. As of April 1, 1995, the Company has $2,000,000 available under a $4,000,000 bank line of credit for working capital requirements with interest at 2% above the LIBOR rate (London Interbank Offer Rate) (8.1% at April 1, 1995). The company also has available, at April 1, 1995, approximately $1,245,000 remaining on a $1,500,000 equipment facility for equipment acquisitions at the same interest rate. At April 1, 1995, the Company was in compliance with all bank covenants. These financial resources, together with anticipated additional resources to be provided from operations, are expected to be adequate to meet the Company's anticipated financial needs at least through fiscal 1995. PART II OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders (a) The Company held its Annual Meeting of Shareholders on February 8, 1995. (b) The following directors, comprising the entire Board of Directors, were elected at the meeting: Harrison H. Augur Henry C. Baumgartner Richard D. Capra Arthur L. Schawlow Wirt D. Walker (c) The matters voted upon at the meeting and the number of votes cast for, against or withheld, as well as abstentions and broker nonvotes with respect to each are as follows: (i) Election of Directors: Votes For Votes Against Votes Withheld and Broker and Nonvotes Harrison H. Angur 3,644,412 - 139,243 Henry C. Baumgartner 3,642,477 1,935 139,243 Richard D. Capra 3,644,012 400 139,243 Arthur L. Schawlow 3,628,787 5,625 139,243 Wirt D. Walker 3,644,012 400 139,243 (ii) Approval of an amendment to the 1985 Employee Stock Purchase Plan: Votes for: 3,508,662 shares Votes against: 70,578 shares Votes withheld and broker nonvotes 204,415 shares (iii) Ratification of the appointment of Arthur Andersen LLP as independent public accountants of the Company for fiscal 1995: Votes for: 3,754,489 shares Votes against: 7,855 shares Votes withheld and broker nonvotes 21,311 shares (d) Not applicable 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. ILC TECHNOLOGY, INC. DATE: May 12, 1995 /s/Ronald E. Fredianelli Ronald E.Fredianelli Chief Financial Officer DATE: May 12, 1995 /s/Henry C. Baumgartner Henry C. Baumgartner President -----END PRIVACY-ENHANCED MESSAGE-----