UNITED STATES
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) August 2, 2011
II-VI Incorporated
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-16195 | 25-1214948 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer 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
Not Applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | ||
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 2.02. Results of Operations and Financial Condition.
On August 2, 2011 the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1. Press release dated August 2, 2011
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| II-VI Incorporated (Registrant) |
||
| Date: August 2, 2011 | By: | /s/ FRANCIS J. KRAMER Francis J. Kramer President and Chief Executive Officer |
Date: August 2, 2011 |
By: |
/s/ CRAIG A. CREATURO Craig A. Creaturo Chief Financial Officer and Treasurer |
| Exhibit Index | ||
| 99.1 | Press release dated August 2, 2011 | |
EXHIBIT 99.1
PITTSBURGH, Aug. 2, 2011 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq:IIVI) today reported results for its fourth quarter and fiscal year ended June 30, 2011.
All per share data in this press release has been adjusted to account for the two-for-one split of the Company's common shares paid as a stock dividend to shareholders of record on June 3, 2011 and distributed on June 24, 2011.
On July 5, 2011, the Company announced that it had completed its acquisition of Aegis Lightwave, Inc. (Aegis). The results for the quarter and year ended June 30, 2011 do not include any operating results of Aegis, but do include certain Aegis transaction-related expenses. On December 7, 2010, the Company completed its acquisition of Max Levy Autograph, Inc. (MLA). Results for the quarter and year ended June 30, 2011 include the operating results of MLA since the acquisition date. On January 4, 2010, the Company completed its acquisition of Photop Technologies, Inc. (Photop). Company results include Photop's results for the quarter and year ended June 30, 2011.
Bookings for the quarter increased 4% to $131,177,000 compared to $125,985,000 in the fourth quarter of last fiscal year. Bookings for the fiscal year ended June 30, 2011 increased 34% to a record $520,238,000 from $387,595,000 for the same period last fiscal year. Included in bookings for the three and twelve months ended June 30, 2011 were approximately $24.1 million and $118.4 million, respectively, of bookings attributable to Photop. Bookings are defined as customer orders received that are expected to be converted into revenues during the next 12 months.
Revenues for the quarter increased 16% to a record $131,783,000 from $113,237,000 in the fourth quarter of last fiscal year. Revenues for the fiscal year ended June 30, 2011 increased 46% to a record $502,801,000 from $345,091,000. Included in revenues for the three and twelve months ended June 30, 2011 were approximately $28.5 million and $118.6 million, respectively, of revenues attributable to Photop.
Net earnings attributed to II-VI Incorporated for the quarter were $22,039,000 or $0.34 per share-diluted compared with net earnings of $15,977,000 or $0.25 per share-diluted in the fourth quarter of last fiscal year. For the fiscal year ended June 30, 2011, net earnings attributable to II-VI Incorporated were $82,682,000 or $1.30 per share-diluted compared to net earnings of $38,577,000 or $0.63 per share-diluted in the same period last fiscal year.
Francis J. Kramer, president and chief executive officer said, "We are pleased to report another quarter of solid operating performance led by our Infrared Optics (IR) business segment. IR bookings and revenues increased 30% and 31%, respectively, from the year-ago quarter due to growing strength in the global market for industrial lasers. The Company's Near-Infrared Optics segment experienced some softening in order inflows as inventory adjustments continued in telecommunications markets. Revenues outside the U.S. accounted for approximately 60% of total revenues for the quarter. As a result, our effective tax rate was lower than the year-ago period and reflects both higher profit contributions from, and tax incentives realized by, foreign operations."
Kramer continued, "For fiscal year 2011, revenues increased 46% while earnings more than doubled. During the year, we completed one acquisition, integrated a second and negotiated a third. After capital expenditures of approximately $41 million, we ended the year with a net cash position (cash minus debt) of $130.7 million – up 25% from June 30, 2010."
Kramer concluded, "As we enter fiscal year 2012, our order backlog stands at $176 million, our balance sheet is solid, and strategic capital investments at the majority of our manufacturing locations enable us to capitalize on the increasing demand for our products worldwide. We look forward to integrating MLA and Aegis, which we acquired in December 2010 and July 2011, respectively. We believe they have bright futures at II-VI as the synergies we share are realized. As a result of our achievements in fiscal year 2011, we are confident that II-VI Incorporated is positioned for another year of solid operating performance during fiscal year 2012."
Segment Information
The following segment information includes segment earnings (defined as earnings before income taxes, interest expense and other expense or income, net). Management believes segment earnings are a useful performance measure because they reflect the results of segment performance over which management has direct control.
| Three Months Ended | Year Ended | |||||
| June 30, | June 30, | |||||
| % | ||||||
| Increase | % | |||||
| 2011 | 2010 | (Decrease) | 2011 | 2010 | Increase | |
| Bookings: | ||||||
| Infrared Optics | $ 52,915 | $ 40,749 | 30% | $ 193,758 | $ 139,386 | 39% |
| Near-Infrared Optics | 32,716 | 46,217 | (29)% | 149,633 | 105,645 | 42% |
| Military & Materials | 23,296 | 18,098 | 29% | 92,026 | 79,045 | 16% |
| Compound Semiconductor Group | 22,250 | 20,921 | 6% | 84,821 | 63,519 | 34% |
| Total Bookings | $ 131,177 | $ 125,985 | 4% | $ 520,238 | $ 387,595 | 34% |
| Revenues: | ||||||
| Infrared Optics | $ 50,552 | $ 38,571 | 31% | $ 180,827 | $ 135,063 | 34% |
| Near-Infrared Optics | 39,086 | 38,129 | 3% | 159,803 | 88,499 | 81% |
| Military & Materials | 21,505 | 19,023 | 13% | 83,426 | 65,674 | 27% |
| Compound Semiconductor Group | 20,640 | 17,514 | 18% | 78,745 | 55,855 | 41% |
| Total Revenues | $ 131,783 | $ 113,237 | 16% | $ 502,801 | $ 345,091 | 46% |
| Segment Earnings: | ||||||
| Infrared Optics | $ 15,455 | $ 7,691 | 101% | $ 46,187 | $ 24,582 | 88% |
| Near-Infrared Optics | 3,638 | 7,115 | (49)% | 24,113 | 12,304 | 96% |
| Military & Materials | 3,483 | 3,584 | (3)% | 15,255 | 9,307 | 64% |
| Compound Semiconductor Group | 3,180 | 3,068 | 4% | 13,220 | 5,488 | 141% |
| Total Segment Earnings | $ 25,756 | $ 21,458 | 20% | $ 98,775 | $ 51,681 | 91% |
Outlook
For the first fiscal quarter ending September 30, 2011, the Company currently forecasts revenues to range from $136 million to $142 million and earnings per share to range from $0.30 to $0.33. Comparable results for the quarter ended September 30, 2010 were revenues of $120.1 million and earnings per share of $0.29. For the fiscal year ending June 30, 2012, the Company expects revenues to range from $595 million to $615 million and earnings per share to range from $1.43 to $1.52. Results for the year ended June 30, 2011 were revenues of $502.8 million and earnings per share of $1.30. As discussed in more detail below, actual results may differ from these forecasts due to various factors including, but not limited to, changes in product demand, competition and general economic conditions.
Webcast Information
The Company will host a conference call at 9:00 a.m. Eastern Time on Tuesday, August 2, 2011 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://tinyurl.com/3kvvyjs. A replay of the webcast will be available for 2 weeks following the call.
About II-VI Incorporated
II-VI Incorporated, the worldwide leader in crystal growth technology, is a vertically-integrated manufacturing company that creates and markets products for diversified markets including industrial manufacturing, military and aerospace, high-power electronics and telecommunications, and thermoelectronics applications. Headquartered in Saxonburg, Pennsylvania, with manufacturing, sales, and distribution facilities worldwide, the Company produces numerous crystalline compounds including zinc selenide for infrared laser optics, silicon carbide for high-power electronic and microwave applications, and bismuth telluride for thermoelectric coolers.
In the Company's infrared optics business, II-VI Infrared manufactures optical and opto-electronic components for industrial laser and thermal imaging systems and HIGHYAG Lasertechnologie GmbH (HIGHYAG) manufactures fiber-delivered beam delivery systems and processing tools for industrial lasers.
In the Company's near-infrared optics business, VLOC manufactures near-infrared and visible light products for industrial, scientific, military and medical instruments, and laser gain materials and products for solid-state YAG and YLF lasers. Photop Technologies, Inc. (Photop) manufactures crystal materials, optics, microchip lasers and opto-electronic modules for use in optical communication networks and other diverse consumer and commercial applications. Aegis Lightwave, Inc. (Aegis) manufactures tunable optical devices required for high speed optical networks that provide the bandwidth expansion necessary for increasing internet traffic. In addition, through its Australian subsidiary, AOFR, Aegis also manufacturers fused fiber components, including those required for fiber lasers used in material processing applications, as well optical couplers used primarily in the telecom markets.
In the Company's military & materials business, Exotic Electro-Optics (EEO) manufactures infrared products for military applications, Pacific Rare Specialty Metals & Chemicals (PRM) produces and refines selenium and tellurium materials and Max Levy Autograph, Inc. (MLA) manufactures micro-fine conductive mesh patterns for optical, mechanical and ceramic components for applications such as circuitry, metrology standards, targeting calibration and suppression of Electro-Magnetic Interference.
In the Company's Compound Semiconductor Group, the Wide Bandgap Materials (WBG) group manufactures and markets single crystal silicon carbide substrates for use in the solid-state lighting, wireless infrastructure, RF electronics and power switching industries; Marlow Industries, Inc. (Marlow) designs and manufactures thermoelectric cooling and power generation solutions for use in defense, space, photonics, telecommunications, medical, consumer and industrial markets; and the Worldwide Materials Group (WMG) provides expertise in materials development, process development and manufacturing scale up.
This press release contains forward-looking statements based on certain assumptions and contingencies that involve risks and uncertainties. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and relate to the Company's performance on a going-forward basis.
The forward-looking statements in this press release involve risks and uncertainties, which could cause actual results, performance or trends to differ materially from those expressed in the forward-looking statements herein or in previous disclosures. The Company believes that all forward-looking statements made by it have a reasonable basis, but there can be no assurance that management's expectations, beliefs or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements in this press release include, but are not limited to: (i) the failure of any one or more of the assumptions stated above to prove to be correct; (ii) the risks relating to forward-looking statements and other "Risk Factors" discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2010; (iii) the purchasing patterns from customers and end-users; (iv) the timely release of new products, and acceptance of such new products by the market; (v) the introduction of new products by competitors and other competitive responses; (vi) the Company's ability to devise and execute strategies to respond to market conditions; and/or (vii) the failure of the United States to increase the federal debt ceiling could impact the ability of agencies of the federal government to satisfy their payment obligations to the Company and could impact new orders from agencies of the federal government; a material delay in legislation increasing the debt ceiling could have a material adverse effect on our results of operations and cash flows.
| II-VI Incorporated and Subsidiaries | ||||
| Condensed Consolidated Statements of Earnings (Unaudited) | ||||
| ($000 except per share data) | ||||
| Three Months Ended | Year Ended | |||
| June 30, | June 30, | |||
| 2011 | 2010 | 2011 | 2010 | |
| Revenues | ||||
| Net sales: | ||||
| Domestic | $ 52,131 | $ 49,897 | $ 193,892 | $ 165,518 |
| International | 76,922 | 60,085 | 298,665 | 169,730 |
| 129,053 | 109,982 | 492,557 | 335,248 | |
| Contract research and development | 2,730 | 3,255 | 10,244 | 9,843 |
| Total Revenues | 131,783 | 113,237 | 502,801 | 345,091 |
| Costs, Expenses and Other Expense (Income) | ||||
| Cost of goods sold | 74,967 | 65,195 | 288,096 | 203,535 |
| Contract research and development | 2,037 | 2,471 | 7,806 | 6,957 |
| Internal research and development | 4,984 | 3,846 | 16,079 | 11,806 |
| Selling, general and administrative | 24,039 | 20,267 | 92,045 | 71,112 |
| Interest expense | 14 | 43 | 103 | 87 |
| Other expense (income), net | (57) | 327 | (3,090) | 277 |
| Total Costs, Expenses, and Other Expense (Income) | 105,984 | 92,149 | 401,039 | 293,774 |
| Earnings Before Income Taxes | 25,799 | 21,088 | 101,762 | 51,317 |
| Income Taxes | 3,633 | 4,874 | 18,744 | 12,582 |
| Net Earnings | 22,166 | 16,214 | 83,018 | 38,735 |
| Less: Net Earnings Attributable to Noncontrolling Interests | 127 | 237 | 336 | 158 |
| Net Earnings Attributable to II-VI Incorporated | $ 22,039 | $ 15,977 | $ 82,682 | $ 38,577 |
| Net Earnings Attributable to II-VI Incorporated Diluted Earnings Per Share: | $ 0.34 | $ 0.25 | $ 1.30 | $ 0.63 |
| Net Earnings Attributable to II-VI Incorporated Basic Earnings Per Share: | $ 0.35 | $ 0.26 | $ 1.33 | $ 0.64 |
| Average Shares Outstanding - Diluted | 64,116 | 63,068 | 63,612 | 61,504 |
| Average Shares Outstanding - Basic | 62,607 | 61,640 | 62,211 | 60,304 |
| II-VI Incorporated and Subsidiaries | ||
| Condensed Consolidated Balance Sheets (unaudited) | ||
| ($000) | ||
| June 30, | June 30, | |
| 2011 | 2010 | |
| Assets | ||
| Current Assets | ||
| Cash and cash equivalents | $ 149,460 | $ 108,026 |
| Accounts receivable | 90,606 | 78,624 |
| Inventories | 126,430 | 81,397 |
| Deferred income taxes | 8,215 | 5,382 |
| Prepaid and refundable income taxes | 8,606 | 4,294 |
| Prepaid and other current assets | 12,223 | 10,547 |
| Total Current Assets | 395,540 | 288,270 |
| Property, plant & equipment, net | 138,135 | 117,937 |
| Goodwill | 64,262 | 56,088 |
| Other intangible assets, net | 28,732 | 24,995 |
| Investments | 15,458 | 15,269 |
| Deferred income taxes | 3 | 3,029 |
| Other assets | 5,072 | 3,393 |
| Total Assets | $ 647,202 | $ 508,981 |
| Liabilities and Shareholders' Equity | ||
| Current Liabilities | ||
| Accounts payable | $ 25,065 | $ 21,347 |
| Accruals and other current liabilities | 62,173 | 51,838 |
| Current maturities of long-term debt | 3,729 | -- |
| Total Current Liabilities | 90,967 | 73,185 |
| Long-term debt | 15,000 | 3,384 |
| Deferred income taxes | 6,641 | 6,195 |
| Other liabilities | 11,493 | 15,357 |
| Total Liabilities | 124,101 | 98,121 |
| Total II-VI Incorporated Shareholders' Equity | 522,374 | 410,353 |
| Noncontrolling Interests | 727 | 507 |
| Total Shareholders' Equity | 523,101 | 410,860 |
| Total Liabilities and Shareholders' Equity | $ 647,202 | $ 508,981 |
| II-VI Incorporated and Subsidiaries | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
| ($000) | Year Ended | |
| June 30, | ||
| 2011 | 2010 | |
| Net cash provided by operating activities | 73,494 | 72,420 |
| Cash Flows from Investing Activities | ||
| Additions to property, plant and equipment | (40,859) | (13,837) |
| Purchase of businesses, net of cash acquired | (12,813) | (45,600) |
| Investment in unconsolidated business | (1,180) | (4,814) |
| Proceeds from collection of note receivable | 2,000 | -- |
| Payment on deferred purchase price | -- | (997) |
| Other investing activities | 360 | 186 |
| Net cash used in investing activities | (52,492) | (65,062) |
| Cash Flows from Financing Activities | 15,000 | -- |
| Proceeds from long-term borrowings | ||
| Proceeds from exercises of stock options | 6,206 | 2,611 |
| Excess tax benefits from share-based compensation expense | 4,053 | 976 |
| Payments on earn-out arrangement | (6,000) | -- |
| Payments of deferred financing costs | (105) | -- |
| Payments on long-term borrowings | -- | (558) |
| Net cash provided by financing activities | 19,154 | 3,029 |
| Effect of exchange rate changes on cash and cash equivalents | 1,278 | 1,709 |
| Net increase in cash and cash equivalents | 41,434 | 12,096 |
| Cash and Cash Equivalents at Beginning of Period | 108,026 | 95,930 |
| Cash and Cash Equivalents at End of Period | $ 149,460 | $ 108,026 |
| II-VI Incorporated and Subsidiaries |
| Other Selected Financial Information |
| ($000 except per share data) |
| The following other selected financial information includes earnings before interest, income taxes, depreciation and amortization (EBITDA). Management believes EBITDA is a useful performance measure because it reflects operating profitability before certain non-operating expenses and non-cash charges. |
| Other Selected Financial Information | ||||
| Three Months Ended | Year Ended | |||
| June 30, | June 30, | |||
| 2011 | 2010 | 2011 | 2010 | |
| EBITDA | $ 33,707 | $ 27,700 | $ 130,311 | $ 72,443 |
| Cash paid for capital expenditures | $ 12,003 | $ 4,453 | $ 40,859 | $ 13,837 |
| Net payments (borrowing) on indebtedness | $ (15,000) | -- | $ (15,000) | $ 558 |
| Share-based compensation expense, pre-tax | $ 1,821 | $ 3,189 | $ 10,044 | $ 10,057 |
| Reconciliation of Segment | Three Months Ended | Year Ended | ||
| Earnings and EBITDA to Net Earnings | June 30, | June 30, | ||
| 2011 | 2010 | 2011 | 2010 | |
| Total Segment Earnings | $ 25,756 | $ 21,458 | $ 98,775 | $ 51,681 |
| Interest expense | 14 | 43 | 103 | 87 |
| Other expense (income), net | (57) | 327 | (3,090) | 277 |
| Income taxes | 3,633 | 4,874 | 18,744 | 12,582 |
| Net earnings | $ 22,166 | $ 16,214 | $ 83,018 | $ 38,735 |
| EBITDA | $ 33,707 | $ 27,700 | $ 130,311 | $ 72,443 |
| Interest expense | 14 | 43 | 103 | 87 |
| Depreciation and amortization | 7,894 | 6,569 | 28,446 | 21,039 |
| Income taxes | 3,633 | 4,874 | 18,744 | 12,582 |
| Net earnings | $ 22,166 | $ 16,214 | $ 83,018 | $ 38,735 |
CONTACT: Craig A. Creaturo
Chief Financial Officer and Treasurer
(724) 352-4455
ccreaturo@ii-vi.com
Homepage: www.ii-vi.com