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) April 23, 2013
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 April 23, 2013 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 April 23, 2013
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: April 23, 2013 | By: | /s/ FRANCIS J. KRAMER Francis J. Kramer President and Chief Executive Officer |
Date: April 23, 2013 |
By: |
/s/ CRAIG A. CREATURO Craig A. Creaturo Chief Financial Officer and Treasurer |
EXHIBIT 99.1
PITTSBURGH, April 23, 2013 (GLOBE NEWSWIRE) -- II-VI Incorporated (Nasdaq:IIVI) today reported results for its third fiscal quarter ended March 31, 2013.
Bookings for the quarter decreased 4% to $140,332,000 compared to $145,776,000 in the third quarter of last fiscal year. Bookings for the nine months ended March 31, 2013 decreased 3% to $381,859,000 compared to $392,906,000 for the same period 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 increased 9% to $145,170,000 from $132,590,000 in the third quarter of last fiscal year. Revenues for the nine months ended March 31, 2013 increased 1% to $403,351,000 from $397,720,000 for the same period last fiscal year.
Net earnings attributed to II-VI Incorporated for the quarter were $15,869,000, or $0.25 per share-diluted, compared to net earnings of $13,994,000, or $0.22 per share-diluted, in the third quarter of last fiscal year. For the nine months ended March 31, 2013, net earnings attributable to II-VI Incorporated were $40,787,000, or $0.64 per share-diluted, compared to net earnings of $45,860,000, or $0.71 per share-diluted, for the same period last fiscal year.
Results include the following:
Francis J. Kramer, president and chief executive officer said, "We are reporting third quarter fiscal 2013 results in line with the guidance we issued on January 22, 2013. The results reflect operational improvements in several of our businesses, including Marlow Industries in our Advanced Product Group segment, as they begin to capitalize on new market opportunities. In addition, we also received full-quarter contributions from the three recent acquisitions we completed during the quarter ended December 31, 2012. We have experienced some cyclical softening in the optical communication market addressed primarily by our Near-Infrared Optics segment."
Kramer continued, "In the Military and Materials segment, PRM continues to be impacted by the start-up of its new rare earth product line. We have lowered our expectations of this product line for the upcoming fourth quarter and have made long-term contractual adjustments with our customer, which should help improve operating results going forward. Demand for selenium and tellurium products continues to be low and, therefore, the pricing environment is a challenge. During the quarter, PRM did not experience any significant write-downs of its selenium and tellurium inventory, as was the case in the previous six quarters."
Kramer concluded, "As anticipated, our tax rate reflects a favorable adjustment for the recent extension of the U.S. Research and Development Tax Credit. Cash generated from operations has increased 18% year over year and we are investing in strategic capacity initiatives and paying down long-term debt. During the quarter we completed the $25 million share repurchase program authorized in May 2012."
| During the quarter ended December 31, 2012, the Company completed three acquisitions: | |
| November 1, 2012 | M Cubed Technologies, Inc. (M Cubed) |
| December 3, 2012 | The thin-film filter business and interleaver product line of Oclaro, Inc. (the Thin-Film Filter and Interleaver Operations) |
| December 21, 2012 | LightWorks Optics, Inc. (LightWorks) |
M Cubed joined the Advanced Products Group, the Thin-Film Filter and Interleaver Operations became a part of Photop Technologies, Inc. in the Near-Infrared Optics segment, and LightWorks joined the Military & Materials segment.
As discussed below under "Use of Non-GAAP Financial Measures," the Company is presenting Non-GAAP financial measures in this release. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with generally accepted accounting principles ("GAAP"). Please refer to the attached reconciliation between GAAP and adjusted financial measures prepared in accordance with GAAP and the Non-GAAP adjusted financial measures.
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. Effective July 1, 2012, the Company changed its segment reporting structure to include VLOC in the Company's Military & Materials segment. VLOC was previously reported in the Company's Near-Infrared Optics segment. All segment information presented in this earnings release has been retrospectively adjusted to include VLOC in the Military & Materials segment.
| Three Months Ended | Nine Months Ended | |||||
| March 31, | March 31, | |||||
| % | % | |||||
| Increase | Increase | |||||
| $000's, except % | 2013 | 2012 | (Decrease) | 2013 | 2012 | (Decrease) |
| Bookings: | ||||||
| Infrared Optics | $ 51,170 | $ 59,112 | (13)% | $ 143,271 | $ 153,983 | (7)% |
| Near-Infrared Optics | 32,847 | 48,575 | (32)% | 103,630 | 110,355 | (6)% |
| Military & Materials | 22,070 | 26,553 | (17)% | 67,285 | 84,430 | (20)% |
| Advanced Products Group | 34,245 | 11,536 | 197% | 67,673 | 44,138 | 53% |
| Total Bookings | $ 140,332 | $ 145,776 | (4)% | $ 381,859 | $ 392,906 | (3)% |
| Revenues: | ||||||
| Infrared Optics | $ 52,886 | $ 50,678 | 4% | $ 149,852 | $ 148,236 | 1% |
| Near-Infrared Optics | 35,821 | 36,629 | (2)% | 113,463 | 100,143 | 13% |
| Military & Materials | 28,869 | 30,054 | (4)% | 74,164 | 91,480 | (19)% |
| Advanced Products Group | 27,594 | 15,229 | 81% | 65,872 | 57,861 | 14% |
| Total Revenues | $ 145,170 | $ 132,590 | 9% | $ 403,351 | $ 397,720 | 1% |
| Segment Earnings (Loss): | ||||||
| Infrared Optics | $ 13,969 | $ 13,845 | 1% | $ 36,343 | $ 37,672 | (4)% |
| Near-Infrared Optics | 3,774 | 3,608 | 5% | 16,637 | 8,554 | 95% |
| Military & Materials | (550) | (958) | 43% | (3,773) | 64 | (5,995)% |
| Advanced Products Group | 810 | 479 | 69% | 325 | 7,957 | (96)% |
| Total Segment Earnings | $ 18,003 | $ 16,974 | 6% | $ 49,532 | $ 54,247 | (9)% |
Other Selected Financial Information
The following other selected financial information includes earnings before interest, income taxes, depreciation and amortization (EBITDA). The Company believes EBITDA is a useful performance measure because it reflects operating profitability before certain non-operating expenses and non-cash charges.
| Three Months Ended | Nine Months Ended | |||
| March 31, | March 31, | |||
| $000's, except share information | 2013 | 2012 | 2013 | 2012 |
| EBITDA | $ 30,163 | $ 28,014 | $ 86,238 | $ 85,255 |
| Cash paid for capital expenditures | $ 4,321 | $ 9,703 | $ 17,498 | $ 32,771 |
| Net borrowings (repayments) on indebtedness | $(3,000) | $(7,000) | $ 109,000 | $(6,295) |
| Share-based compensation expense, pre-tax | $ 2,698 | $ 2,055 | $ 9,232 | $ 9,231 |
| Cash paid for shares repurchased through the Company's share repurchase program | $ 9,138 | $ -- | $ 19,978 | $ -- |
| Shares repurchased through the Company's share repurchase program | 523,980 | -- | 1,141,022 | -- |
Outlook
For the fourth fiscal quarter ending June 30, 2013, the Company currently forecasts revenues to range from $147 million to $152 million and earnings per share to range from $0.20 to $0.25. Comparable results for the quarter ended June 30, 2012 were revenues of $136.9 million and earnings per share of $0.22. For the fiscal year ending June 30, 2013, the Company currently expects revenues to range from $550 million to $555 million and earnings per share to range from $0.84 to $0.89. Comparable results for the year ended June 30, 2012 were revenues of $534.6 million and earnings per share of $0.94. 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, April 23, 2013 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/cjzg3e5. A replay of the webcast will be available for 2 weeks following the call.
Use of Non-GAAP Financial Measures
The Company has disclosed adjusted financial measurements in this press release that present financial information that is not in accordance with GAAP. These measurements are not a substitute for GAAP measurements, although the Company's management uses these measurements as an aid in monitoring the Company's on-going financial performance. The adjusted Non-GAAP net earnings attributable to II-VI Incorporated and adjusted Non-GAAP earnings per share measure the earnings of the Company excluding unusual items that are considered by management to be outside of the normal on-going operations of the Company. There are limitations associated with the use of Non-GAAP financial measures, including that Non-GAAP financial measures used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies, that there can be no assurance that excluded items in the Non-GAAP financial measures will not occur in the future and that there could be cash costs associated with items excluded in the Non-GAAP financial measures. The Company compensates for these limitations by using these Non-GAAP financial measures as supplements to GAAP financial measures and by providing the reconciliations of the Non-GAAP financial measures to their most comparable GAAP financial measures. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP.
About II-VI Incorporated
II-VI Incorporated, a global leader in engineered materials and opto-electronic components, is a vertically-integrated manufacturing company that creates and markets products for diversified markets including industrial manufacturing, military and aerospace, high-power electronics, optical communications, 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, 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. Photop Aegis, Inc. (Aegis) manufactures tunable optical devices required for high speed optical networks that provide the bandwidth expansion necessary for increasing internet traffic. Through its Australian subsidiary, Photop AOFR Pty Limited, Aegis also manufactures fused fiber components, including those required for fiber lasers for material processing applications, as well as optical couplers used primarily in the optical communication industry.
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. VLOC manufactures near-infrared and visible light products for industrial, scientific, military, medical instruments and laser gain materials and products for solid-state YAG and YLF lasers. LightWorks Optics, Inc. (LightWorks) manufactures precision optical systems and components for defense, aerospace, industrial and life science applications.
In the Company's advanced products 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. Worldwide Materials Group (WMG) provides expertise in materials development, process development and manufacturing scale up. M Cubed Technologies, Inc. (M Cubed) develops and markets advanced composite materials serving the semiconductor, display, industrial and defense markets.
Forward-looking Statements
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, 2012; (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; and/or (vi) the Company's ability to devise and execute strategies to respond to market conditions. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events or developments, or otherwise.
| II-VI Incorporated and Subsidiaries | ||||
| Condensed Consolidated Statements of Earnings (Unaudited) | ||||
| ($000 except per share data) | ||||
| Three Months Ended | Nine Months Ended | |||
| March 31, | March 31, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Revenues | ||||
| Net sales: | ||||
| Domestic | $ 65,176 | $ 51,233 | $ 168,938 | $ 156,958 |
| International | 79,994 | 81,357 | 234,413 | 240,762 |
| Total Revenues | 145,170 | 132,590 | 403,351 | 397,720 |
| Costs, Expenses & Other Expense (Income) | ||||
| Cost of goods sold | 94,169 | 86,589 | 256,645 | 253,241 |
| Internal research and development | 5,781 | 5,698 | 16,992 | 15,877 |
| Selling, general and administrative | 27,217 | 23,329 | 80,182 | 74,355 |
| Interest expense | 449 | 48 | 708 | 184 |
| Other expense (income), net | (1,401) | (2,311) | (6,713) | (5,447) |
| Total Costs, Expenses, and Other Expense (Income) | 126,215 | 113,353 | 347,814 | 338,210 |
| Earnings Before Income Taxes | 18,955 | 19,237 | 55,537 | 59,510 |
| Income Taxes | 2,861 | 4,967 | 13,844 | 13,006 |
| Net Earnings | 16,094 | 14,270 | 41,693 | 46,504 |
| Less: Net Earnings Attributable to Noncontrolling Interests | 225 | 276 | 906 | 644 |
| Net Earnings Attributable to II-VI Incorporated | $ 15,869 | $ 13,994 | $ 40,787 | $ 45,860 |
| Net Earnings Attributable to II-VI Incorporated Diluted Earnings Per Share: | $ 0.25 | $ 0.22 | $ 0.64 | $ 0.71 |
| Net Earnings Attributable to II-VI Incorporated Basic Earnings Per Share: | $ 0.26 | $ 0.22 | $ 0.65 | $ 0.73 |
| Average Shares Outstanding - Diluted | 63,724 | 64,628 | 63,965 | 64,314 |
| Average Shares Outstanding - Basic | 62,130 | 62,855 | 62,482 | 62,752 |
| II-VI Incorporated and Subsidiaries | ||
| Condensed Consolidated Balance Sheets (Unaudited) | ||
| ($000) | ||
| March 31, | June 30, | |
| 2013 | 2012 | |
| Assets | ||
| Current Assets | ||
| Cash and cash equivalents | $ 155,594 | $ 134,944 |
| Accounts receivable | 103,640 | 104,761 |
| Inventories | 152,873 | 137,607 |
| Deferred income taxes | 9,652 | 10,796 |
| Prepaid and refundable income taxes | 6,549 | 8,488 |
| Prepaid and other current assets | 12,600 | 13,777 |
| Total Current Assets | 440,908 | 410,373 |
| Property, plant & equipment, net | 173,206 | 153,918 |
| Goodwill | 122,330 | 80,748 |
| Other intangible assets, net | 88,556 | 44,014 |
| Investment | 10,977 | 10,661 |
| Deferred income taxes | 3,507 | 145 |
| Other assets | 9,305 | 6,627 |
| Total Assets | $ 848,789 | $ 706,486 |
| Liabilities and Shareholders' Equity | ||
| Current Liabilities | ||
| Accounts payable | $ 25,248 | $ 29,420 |
| Accruals and other current liabilities | 55,809 | 54,308 |
| Total Current Liabilities | 81,057 | 83,728 |
| Long-term debt | 121,183 | 12,769 |
| Deferred income taxes | 4,375 | 5,883 |
| Other liabilities | 14,248 | 12,720 |
| Total Liabilities | 220,863 | 115,100 |
| Total II-VI Incorporated Shareholders' Equity | 626,229 | 589,957 |
| Noncontrolling Interests | 1,697 | 1,429 |
| Total Shareholders' Equity | 627,926 | 591,386 |
| Total Liabilities and Shareholders' Equity | $ 848,789 | $ 706,486 |
| II-VI Incorporated and Subsidiaries | ||
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||
| ($000) | Nine Months Ended | |
| March 31, | ||
| 2013 | 2012 | |
| Net cash provided by operating activities | $ 68,119 | $ 57,702 |
| Cash Flows from Investing Activities | ||
| Additions to property, plant and equipment | (17,498) | (32,771) |
| Purchases of businesses, net of cash acquired | (126,165) | (46,141) |
| Proceeds received on contractual settlement from Thailand flood | 2,436 | -- |
| Proceeds from collection of note receivable | 1,395 | 1,906 |
| Other investing activities | 57 | 18 |
| Net cash used in investing activities | (139,775) | (76,988) |
| Cash Flows from Financing Activities | ||
| Proceeds from long-term borrowings | 113,000 | 7,000 |
| Payments on long-term borrowings | (4,000) | (13,295) |
| Payment of debt issuance costs | (560) | -- |
| Purchases of treasury stock | (19,978) | -- |
| Payments on earn-out arrangement | -- | (6,000) |
| Proceeds from exercises of stock options | 3,836 | 1,896 |
| Distributions on noncontrolling interests | (284) | -- |
| Minimum tax withholding requirements | (137) | -- |
| Excess tax benefits from share-based compensation expense | 678 | 469 |
| Net cash provided by (used in) financing activities | 92,555 | (9,930) |
| Effect of exchange rate changes on cash and cash equivalents | (249) | (978) |
| Net increase (decrease) in cash and cash equivalents | 20,650 | (30,194) |
| Cash and Cash Equivalents at Beginning of Period | 134,944 | 149,460 |
| Cash and Cash Equivalents at End of Period | $ 155,594 | $ 119,266 |
| II-VI Incorporated and Subsidiaries | ||||
| Reconciliation of Selected Non-GAAP Financial Measurements | ||||
| ($000 except per share amounts) | ||||
| Reconciliation of Reported Net Earnings to Non-GAAP Net Earnings | ||||
| (Unaudited) | ||||
| Three Months Ended | Nine Months Ended | |||
| March 31, | March 31, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Reported Net Earnings Attributable to II-VI Incorporated | $ 15,869 | $ 13,994 | $ 40,787 | $ 45,860 |
| Add back: | ||||
| Write-downs of tellurium and selenium inventory | 71 | 3,840 | 1,395 | 6,447 |
| Income tax impact on unusual items | (4) | (191) | (70) | (322) |
| Adjusted Non-GAAP Net Earnings Attributable to II-VI Incorporated | $ 15,936 | $ 17,643 | $ 42,112 | $ 51,985 |
| Per share data: | ||||
| Net Earnings Attributable to II-VI Incorporated: | ||||
| Net Earnings Attributable to II-VI Incorporated Diluted Earnings Per Share: | $ 0.25 | $ 0.22 | $ 0.64 | $ 0.71 |
| Net Earnings Attributable to II-VI Incorporated Basic Earnings Per Share: | $ 0.26 | $ 0.22 | $ 0.65 | $ 0.73 |
| Per share, After-Tax Impact of Write-Downs of Tellurium and Selenium Inventory on: | ||||
| Net Earnings Attributable to II-VI Incorporated Diluted Earnings Per Share: | $0.00 | $ 0.06 | $ 0.02 | $ 0.10 |
| Net Earnings Attributable to II-VI Incorporated Basic Earnings Per Share: | $0.00 | $ 0.06 | $ 0.02 | $ 0.10 |
| Adjusted Non-GAAP Net Earnings Attributable to II-VI Incorporated: | ||||
| Adjusted Non-GAAP Net Earnings Diluted Earnings Per Share: | $ 0.25 | $ 0.27 | $ 0.66 | $ 0.81 |
| Adjusted Non-GAAP Net Earnings Basic Earnings Per Share: | $ 0.26 | $ 0.28 | $ 0.67 | $ 0.83 |
Below is a reconciliation of the Segment Earnings and EBITDA reported in this press release to reported Net Earnings.
| Reconciliation of Segment | ||||
| Earnings and EBITDA to Net Earnings | Three Months Ended | Nine Months Ended | ||
| March 31, | March 31, | |||
| 2013 | 2012 | 2013 | 2012 | |
| Total Segment Earnings | $ 18,003 | $ 16,974 | $ 49,532 | $ 54,247 |
| Interest expense | 449 | 48 | 708 | 184 |
| Other expense (income), net | (1,401) | (2,311) | (6,713) | (5,447) |
| Income taxes | 2,861 | 4,967 | 13,844 | 13,006 |
| Net earnings | $ 16,094 | $ 14,270 | $ 41,693 | $ 46,504 |
| EBITDA | $ 30,163 | $ 28,014 | $ 86,238 | $ 85,255 |
| Interest expense | 449 | 48 | 708 | 184 |
| Depreciation and amortization | 10,759 | 8,729 | 29,993 | 25,561 |
| Income taxes | 2,861 | 4,967 | 13,844 | 13,006 |
| Net earnings | $ 16,094 | $ 14,270 | $ 41,693 | $ 46,504 |
CONTACT: II-VI Incorporated
Craig A. Creaturo, Chief Financial Officer and Treasurer
(724) 352-4455
ccreaturo@ii-vi.com