iivi-10q_20190331.htm

(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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

At May 6, 2019, 63,522,201 shares of Common Stock, no par value, of the registrant were outstanding.

	March 31,			June 30,
	2019			2018
Assets
Current Assets
Cash and cash equivalents	$	221,210		$	247,038
Accounts receivable - less allowance for doubtful accounts of $1,437 at March 31, 2019 and $837 at June 30, 2018		252,361			215,032
Inventories		301,861			248,268
Prepaid and refundable income taxes		9,208			7,845
Prepaid and other current assets		32,231			43,654
Total Current Assets		816,871			761,837
Property, plant & equipment, net		569,529			524,890
Goodwill		319,935			270,678
Other intangible assets, net		144,792			125,069
Investments		76,452			69,215
Deferred income taxes		5,021			2,046
Other assets		9,377			7,926
Total Assets	$	1,941,977		$	1,761,661

Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt	$	23,834		$	20,000
Accounts payable		101,243			89,774
Accrued compensation and benefits		58,150			66,322
Accrued income taxes payable		12,177			17,392
Other accrued liabilities		44,371			42,979
Total Current Liabilities		239,775			236,467
Long-term debt		484,814			419,013
Deferred income taxes		29,594			27,241
Other liabilities		74,236			54,629
Total Liabilities		828,419			737,350
Shareholders' Equity
Preferred stock, no par value; authorized - 5,000,000 shares; none issued		-			-
Common stock, no par value; authorized - 300,000,000 shares; issued - 76,227,982 shares at March 31, 2019; 75,692,683 shares at June 30, 2018		375,195			351,761
Accumulated other comprehensive income (loss)		(10,209	)		(3,780	)
Retained earnings		915,553			836,064
		1,280,539			1,184,045
Treasury stock, at cost - 12,560,332 shares at March 31, 2019 and 12,395,791 shares at June 30, 2018		(166,981	)		(159,734	)
Total Shareholders' Equity		1,113,558			1,024,311
Total Liabilities and Shareholders' Equity	$	1,941,977		$	1,761,661

	Three Months Ended
	March 31,
	2019			2018
Revenues	$	342,496		$	294,746

Costs, Expenses, and Other Expense (Income)
Cost of goods sold		215,212			176,361
Internal research and development		36,026			30,560
Selling, general and administrative		60,128			53,346
Interest expense		5,647			5,014
Other expense (income), net		(1,532	)		(1,755	)
Total Costs, Expenses, & Other Expense (Income)		315,481			263,526

Earnings Before Income Taxes		27,015			31,220

Income Taxes		2,377			1,122

Net Earnings	$	24,638		$	30,098

Basic Earnings Per Share	$	0.39		$	0.48

Diluted Earnings Per Share	$	0.38		$	0.45

	Nine Months Ended
	March 31,
	2019			2018
Revenues	$	999,768		$	837,719

Costs, Expenses, and Other Expense (Income)
Cost of goods sold		617,071			503,926
Internal research and development		102,961			83,898
Selling, general and administrative		171,787			153,156
Interest expense		16,811			13,303
Other expense (income), net		(2,946	)		(4,551	)
Total Costs, Expenses, & Other Expense (Income)		905,684			749,732

Earnings Before Income Taxes		94,084			87,987

Income Taxes		14,595			27,152

Net Earnings	$	79,489		$	60,835

Basic Earnings Per Share	$	1.25		$	0.97

Diluted Earnings Per Share	$	1.21		$	0.93

	Three Months Ended					Nine Months Ended
	March 31,					March 31,
	2019		2018			2019			2018
Net earnings	$	24,638	$	30,098		$	79,489		$	60,835
Other comprehensive income (loss):
Foreign currency translation adjustments		8,680		15,703			(6,425	)		30,885
Pension adjustment, net of taxes of $8 and ($1) for the three and nine months ended March 31, 2019, respectively, and ($32) and $- for the three and nine months ended March 31, 2018, respectively		29		(118	)		(4	)		-
Comprehensive income	$	33,347	$	45,683		$	73,060		$	91,720

	Nine Months Ended
	March 31,
	2019			2018
Cash Flows from Operating Activities
Net earnings	$	79,489		$	60,835
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		55,616			47,157
Amortization		12,011			10,992
Share-based compensation expense		15,780			11,562
Losses on foreign currency remeasurements and transactions		820			789
Earnings from equity investments		(2,778	)		(2,607	)
Deferred income taxes		(5,895	)		(1,612	)
Increase (decrease) in cash from changes in (net of effect of acquisitions):
Accounts receivable		(30,936	)		5,644
Inventories		(50,100	)		(33,446	)
Accounts payable		14,706			12,205
Income taxes		(972	)		9,558
Accrued compensation and benefits		(7,802	)		(6,039	)
Other operating net assets		34,453			(1,093	)
Net cash provided by operating activities		114,392			113,945
Cash Flows from Investing Activities
Additions to property, plant & equipment		(108,170	)		(116,477	)
Purchases of businesses		(83,867	)		(80,503	)
Purchases of equity investments		(4,480	)		(51,655	)
Other investing activities		118			429
Net cash used in investing activities		(196,399	)		(248,206	)
Cash Flows from Financing Activities
Proceeds from issuance of 0.25% convertible senior notes due 2022		-			345,000
Proceeds from borrowings under Credit Facility		150,000			100,000
Payments on borrowings under Credit Facility		(90,000	)		(277,000	)
Proceeds from exercises of stock options		7,507			8,836
Payments on earnout arrangements		(3,540	)		-
Payments in satisfaction of employees' minimum tax obligations		(7,100	)		(4,040	)
Purchases of treasury stock		-			(49,875	)
Debt issuance costs		-			(10,061	)
Net cash provided by financing activities		56,867			112,860
Effect of exchange rate changes on cash and cash equivalents		(688	)		12,757
Net decrease in cash and cash equivalents		(25,828	)		(8,644	)
Cash and Cash Equivalents at Beginning of Period		247,038			271,888
Cash and Cash Equivalents at End of Period	$	221,210		$	263,244
Cash paid for interest	$	6,708		$	4,680
Cash paid for income taxes	$	20,340		$	16,588
Non-cash transactions:
Additions to property, plant & equipment included in accounts payable	$	4,552		$	3,388

					Accumulated
					Other
	Common Stock				Comprehensive			Retained		Treasury Stock
Nine months ended March 31, 2019	Shares		Amount		Income (Loss)			Earnings		Shares			Amount			Total
Balance - June 30, 2018		75,693	$	351,761	$	(3,780	)	$	836,064		(12,396	)	$	(159,734	)	$	1,024,311
Share-based and deferred compensation activities		535		23,434		-			-		(165	)		(7,247	)		16,187
Net earnings		-		-		-			79,489		-			-			79,489
Foreign currency translation adjustments		-		-		(6,425	)		-		-			-			(6,425	)
Pension adjustment, net of taxes of $(1)		-		-		(4	)		-		-			-			(4	)
Balance - March 31, 2019		76,228	$	375,195	$	(10,209	)	$	915,553		(12,561	)	$	(166,981	)	$	1,113,558

					Accumulated
					Other
	Common Stock				Comprehensive			Retained		Treasury Stock
Nine months ended March 31, 2018	Shares		Amount		Income (Loss)			Earnings		Shares			Amount			Total
Balance - June 30, 2017		74,081	$	269,638	$	(13,778	)	$	748,062		(10,940	)	$	(103,359	)	$	900,563
Share-based and deferred compensation activities		845		20,456		-			-		(1,519	)		(53,973	)		(33,517	)
Net earnings		-		-		-			60,835		-			-			60,835
Foreign currency translation adjustments		-		-		30,885			-		-			-			30,885
Equity portion of convertible debt, net of issuance costs of $1,694		-		56,406		-			-		-			-			56,406
Balance - March 31, 2018		74,926	$	346,500	$	17,107		$	808,897		(12,459	)	$	(157,332	)	$	1,015,172

					Accumulated
					Other
	Common Stock				Comprehensive			Retained		Treasury Stock
Three months ended March 31, 2019	Shares		Amount		Income (Loss)			Earnings		Shares			Amount			Total
Balance - December 31, 2018		76,124	$	367,195	$	(18,918	)	$	890,915		(12,538	)	$	(166,019	)	$	1,073,173
Share-based and deferred compensation activities		104		8,000		-			-		(23	)		(962	)		7,038
Net earnings		-		-		-			24,638		-			-			24,638
Foreign currency translation adjustments		-		-		8,680			-		-			-			8,680
Pension adjustment, net of taxes of $8		-		-		29			-		-			-			29
Balance - March 31, 2019		76,228	$	375,195	$	(10,209	)	$	915,553		(12,561	)	$	(166,981	)	$	1,113,558

					Accumulated
					Other
	Common Stock				Comprehensive			Retained		Treasury Stock
Three months ended March 31, 2018	Shares		Amount		Income (Loss)			Earnings		Shares			Amount			Total
Balance - December 31, 2017		74,817	$	340,548	$	1,522		$	778,799		(12,454	)	$	(156,968	)	$	963,901
Share-based and deferred compensation activities		109		5,952		-			-		(5	)		(364	)		5,588
Net earnings		-		-		-			30,098		-			-			30,098
Foreign currency translation adjustments		-		-		15,703			-		-			-			15,703
Pension adjustment, net of taxes of $32		-		-		(118	)		-		-			-			(118	)
Balance - March 31, 2018		74,926	$	346,500	$	17,107		$	808,897		(12,459	)	$	(157,332	)	$	1,015,172

The condensed consolidated financial statements of II-VI Incorporated (“II-VI”, the “Company”, “we”, “us” or “our”) for the three and nine months ended March 31, 2019 and 2018 are unaudited. In the opinion of management, all adjustments considered necessary for a fair presentation for the periods presented have been included. All adjustments are of a normal recurring nature unless disclosed otherwise. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Current Report on Form 8-K dated December 27, 2018. The consolidated results of operations for the three and nine months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year. The Condensed Consolidated Balance Sheet information as of June 30, 2018 was derived from the Company’s audited consolidated financial statements.

Effective July 1, 2018, the Company realigned the composition of its operating segments. The Company moved Laser Systems Group from II-VI Laser Solutions to II-VI Photonics and moved Integrated Photonics, Inc. (“IPI”) from II-VI Photonics to II-VI Performance Products. All applicable segment information has been restated to reflect this change. Additionally, the Company renamed Laser Systems Group to II-VI Industrial Laser.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The standard requires an entity to recognize revenue in a manner that depicts the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted this standard on July 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity. The Company does not expect the standard to have a significant effect on its results of operations, liquidity or financial position in fiscal year 2019. The Company implemented processes and controls to ensure new contracts are reviewed for the appropriate accounting treatment and to generate the disclosures required under the new standard. For the disclosures required by this ASU, see Note 5. Revenue from Contracts with Customers.

In March 2017, the FASB issued ASU 2017-07, Compensation (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This update affects employers’ presentation of defined benefit retirement plan costs. With the adoption of this standard, the Company restated the prior periods ending June 30, 2018, 2017, and 2016. These restatements did not have a material effect on the Company’s Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This update changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. This update requires that when intra-entity asset transfers occur, the entity must recognize tax effects in the period in which the transfer occurs. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The guidance clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flow. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This update requires entities to measure equity investments at fair value and recognize any changes in fair value in net income. The adoption of this standard did not have a material effect on the Company’s Consolidated Financial Statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This update modifies lease accounting for lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The new standard will become effective for the Company’s fiscal year 2020, which begins on July 1, 2019. In July 2018, the FASB issued targeted improvements to this ASU in ASU 2018-11. This update provides entities with an optional transition method, which permits an entity to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The Company has elected to utilize the optional transition method. We have reviewed the requirements of this standard and are executing our plan for implementation. We have evaluated our leasing arrangements and selected a software repository to track all of our lease agreements to assist in the reporting and disclosures required by the standard. We will continue to assess and disclose the impact that this new guidance will have on our consolidated financial statements, disclosures and related controls, when known. We expect that the adoption will result in an increase to our long-term assets and long-term liabilities as a result of substantially all operating leases existing as of the adoption date being capitalized along with the associated obligations.

In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which among other things, requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company is in the process of evaluating the impact of the pronouncement.

II-VI and Finisar Corporation (“Finisar”) have entered into an Agreement and Plan of Merger, dated as of November 8, 2018 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Mutation Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of II-VI, will be merged with and into Finisar, and Finisar will continue as the surviving corporation in the merger and a wholly owned subsidiary of II-VI (the “Merger”).

If the Merger is consummated, Finisar stockholders will be entitled to receive, at their election, consideration per share of common stock of Finisar (the “Finisar Common Stock”) consisting of (i) $26.00 in cash, without interest (the “Cash Election Consideration”), (ii) 0.5546 shares of II-VI common stock (the shares, the “II-VI Common Stock,” and the consideration, the “Stock Election Consideration”), or (iii) a combination of $15.60 in cash, without interest, and 0.2218 shares of II-VI Common Stock (the “Mixed Election Consideration,” and, together with the Cash Election Consideration and the Stock Election Consideration, the “Merger Consideration”). The Cash Election Consideration and the Stock Election Consideration are subject to proration adjustment pursuant to the terms of the Merger Agreement such that the aggregate Merger Consideration will consist of approximately 60% cash and approximately 40% II-VI Common Stock.

At the effective time of the Merger (the “Effective Time”), each option granted pursuant to Finisar’s 2005 Stock Incentive Plan, as such plan has been further amended and restated (each, a “Finisar Stock Option”), or portion thereof, that is outstanding and unexercised as of immediately prior to the Effective Time (whether vested or unvested) will be cancelled, terminated and converted into the right to receive an amount of Mixed Election Consideration that would be payable to a holder of such number of shares of Finisar Common Stock equal to the quotient of (i) the product of (a) the excess, if any, of $26.00 over the exercise price per share of such Finisar Stock Option multiplied by (b) the number of shares of Finisar Common Stock subject to such Finisar Stock Option, divided by (ii) $26.00.

At the Effective Time, each restricted stock unit granted pursuant to Finisar’s 2005 Stock Incentive Plan, as such plan has been further amended and restated, each, a “Finisar Restricted Stock Unit”), or portion thereof, that is outstanding and subject to a performance-based vesting condition that relates solely to the value of Finisar Common Stock will, to the extent such Finisar Restricted Stock Unit vests in accordance with its terms in connection with the Merger (the “Participating RSUs”), be cancelled and extinguished and converted into the right to receive the Cash Election Consideration, the Stock Election Consideration or the Mixed Election Consideration at the election of the holder of such Participating RSUs, subject to proration adjustment.

At the Effective Time, each Finisar Restricted Stock Unit (or portion thereof) that is outstanding and unvested, does not vest in accordance with its terms in connection with the Merger and is either (x) subject to time-based vesting requirements only or (y) subject to a performance-based vesting condition other than the value of Finisar Common Stock will be assumed by II-VI (each, an “Assumed RSU”). Each Assumed RSU will be subject to substantially the same terms and conditions as applied to the related Finisar Restricted Stock Unit immediately prior to the Effective Time, including the vesting schedule (and the applicable performance-vesting conditions in the case of a grant contemplated by clause (y) of the preceding sentence) and any provisions for accelerated vesting applicable thereto, except that the number of shares of II-VI Common Stock subject to each Assumed RSU will be equal to the product of (i) the number of shares of Finisar Common Stock underlying such unvested Finisar Restricted Stock Unit award as of immediately prior to the Effective Time multiplied by (ii) the sum of (a) 0.2218 plus (b) the quotient obtained by dividing (1) $15.60 by (2) the volume weighted average price per share of II-VI Common Stock (rounded to the nearest cent) on the Nasdaq Global Select Market for the ten consecutive trading days ending on (and including) the third trading day immediately prior to the Effective Time (with the resulting number rounded down to the nearest whole share).

II-VI filed with the Securities and Exchange Commission a registration statement on Form S-4 relating to the Merger, and that registration statement became effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended, on February 7, 2019. Shareholders of II-VI and stockholders of Finisar voted to approve proposals related to the Merger at special meetings held on March 26, 2019 by the respective companies.

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the Merger has expired without a request for additional information. Other regulatory approvals applicable to the Merger have been obtained in Germany, Mexico and Romania.

On November 8, 2018, in connection with its entry into the Merger Agreement, II-VI entered into a commitment letter (together with a related fee letter) with Bank of America, N.A., which was subsequently amended and restated on December 7, 2018 and on December 14, 2018 (together with one or more related fee letters, the “Commitment Letter”). Subject to the terms and conditions set forth in the Commitment Letter, the lender parties thereto severally committed to provide 100% of up to $2.425 billion in aggregate principal amount of senior secured credit facilities of II-VI.

On March 4, 2019, II-VI entered into a Credit Agreement, dated as of March 4, 2019 (the “New Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. Pursuant to the terms and subject to the conditions therein, the New Credit Agreement provides for senior secured financing of $1.625 billion in the aggregate, consisting of (i) a five-year senior secured first-lien term A loan facility in an aggregate principal amount of $1.175 billion (the “Term A Facility”) and (ii) a five-year senior secured first-lien revolving credit facility in an aggregate principal amount of $450.0 million (the “Revolving Credit Facility” and together with the Term A Facility, the “New Senior Credit Facilities”). The New Credit Agreement also provides for a letter of credit sub-facility not to exceed $25.0 million and a swing loan sub-facility initially not to exceed $20.0 million, subject to adjustment in accordance with the terms of the New Credit Agreement. II-VI anticipates using the proceeds from the Term A Facility, together with a separately committed term B loan facility in an aggregate principal amount of up to $800.0 million (the “Term B Facility”) and cash and short-term investments of II-VI and Finisar, to pay the cash portion of the merger consideration payable in connection with the Merger and related fees and expenses. II-VI currently does not intend to draw on the Revolving Credit Facility in order to fund the cash portion of the merger consideration payable in connection with the Merger.

The funding obligations of the lenders under the New Senior Credit Facilities are subject to certain currently unsatisfied conditions, including the consummation of the Merger. Accordingly, no borrowings are currently outstanding under the New Senior Credit Facilities, and II-VI currently is not able to borrow under the New Senior Credit Facilities. Further, II-VI expects that the New Credit Agreement will be amended prior to the Closing Date to reflect syndication of the Term B Facility and to finalize certain other terms in the New Credit Agreement. Upon the consummation of the Merger, the New Senior Credit Facilities, governed by the New Credit Agreement as it may be amended as of such time, will be used (i) to refinance in full the Amended Credit Facility (as defined in Note 10) and (ii) on or after the date of the consummation of the Merger, to repay amounts owed in connection with Finisar’s outstanding convertible notes, currently in an aggregate principal amount outstanding of $575.0 million, including the proceeds of a portion of the Term A Facility which will be available to II-VI for a certain period after the initial funding under the New Senior Credit Facilities.

Unless and until the Merger is consummated and the other currently unsatisfied conditions to the funding obligations of the lenders under the New Senior Credit Facilities are satisfied or waived, the Amended Credit Facility remains in effect in accordance with its terms.

The completion of the Merger is subject to the satisfaction or waiver of certain additional customary closing conditions, including review and approval of the Merger by the State Administration for Market Regulation in China. Subject to the satisfaction or waiver of each of the closing conditions, II-VI and Finisar expect that the Merger will be completed approximately the middle of 2019. However, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all.

In September 2018, the Company acquired CoAdna Holdings, Inc. (“CoAdna”), a previously publicly traded company on the Taiwan Stock Exchange with headquarters in Sunnyvale, CA, in a cash transaction valued at approximately $85.0 million, inclusive of cash acquired of approximately $42.2 million at closing.

CoAdna is a global leader in wavelength selective switches based on its patented liquid crystal platform. CoAdna operates within the Company’s II-VI Photonics operating segment. Due to the timing of the acquisition, the Company is still in the process of measuring the fair value of assets acquired and liabilities assumed, including tangible and intangible assets and related deferred income taxes.

The following table presents the preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition, as the Company intends to finalize its accounting for the acquisition of CoAdna within one year from the date of acquisition ($000):

Assets
Accounts receivable	$	5,684
Inventories		6,189
Prepaid and other assets		2,866
Property, plant & equipment		3,181
Intangible assets		16,072
Goodwill		24,844
Total assets acquired	$	58,836

Liabilities
Accounts payable	$	4,006
Other accrued liabilities		2,717
Accrued income taxes		5,791
Deferred tax liabilities		3,506
Total liabilities assumed		16,020
Net assets acquired	$	42,816

The goodwill of $24.8 million is included in the II-VI Photonics segment and is attributed to the expected synergies and the assembled workforce of CoAdna. None of the goodwill is deductible for income tax purposes. The fair value of accounts receivable acquired was $5.7 million, with the gross contractual amount being $5.7 million. The Company expensed transaction costs during the nine months ended March 31, 2019 of $1.9 million.

The amount of revenues of CoAdna included in the Company’s Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2019, was $2.3 million and $12.4 million, respectively. The amount of net loss of CoAdna included in the Company’s Condensed Consolidated Statement of Earnings for the three and nine months ended March 31, 2019 was immaterial.

In November 2018, the Company acquired certain assets of a product line in a cash transaction valued at approximately $10.0 million. In conjunction with the acquisition of the product line, the Company acquired inventory of $0.2 million, equipment of $2.3 million, acquired technology of $6.3 million, and recorded goodwill of $1.2 million. The goodwill is deductible for income tax purposes. The goodwill is recorded in the II-VI Photonics segment and is attributed to the workforce acquired as part of the transaction. Transaction expenses for this acquisition were insignificant for the three and nine months ended March 31, 2019.

In March 2019, the Company acquired Redstone Aerospace Corporation (“Redstone”), an aerospace and defense company located in Colorado. Redstone has unique capabilities to continue our growth in the emerging high-energy market. The consideration consisted of initial cash paid at the acquisition date of $28.0 million, net of cash acquired. In addition, the acquisition agreement provides up to a maximum of $2.0 million of additional cash earn out opportunities based on achievement of certain agreed-upon financial objectives.

The following table presents the preliminary purchase price at the date of acquisition ($000):

Due to the timing of the acquisition, the Company is still in the process of measuring the fair value of assets acquired and liabilities assumed, including tangible and intangible assets and related deferred income taxes. The following table presents a preliminary allocation of the purchase price of the assets acquired and liabilities assumed at the date of acquisition ($000):

The goodwill is recorded in the II-VI Performance Products segment and is attributed to the technology and workforce acquired as part of the transaction. The goodwill is non-deductible for income tax purposes. At the time of the acquisition, the Company expected to collect all of the accounts receivable. Transaction expenses for this acquisition were insignificant for the three and nine months ended March 31, 2019.

The amount of revenues and net earnings from the acquisition included in the Company’s Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2019 were insignificant.

As discussed in Note 2, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606), on July 1, 2018 using the modified retrospective method of adoption. Adoption of the ASU did not require an adjustment to the opening balance of equity and did not materially change the Company's amount and timing of recognition of revenues. The Company applied the ASU only to contracts that were not completed as of July 1, 2018. The Company has elected to exclude all taxes from the measurement of the transaction price.

Revenue under ASC 606 is recognized when or as obligations under the terms of a contract with the Company’s customer have been satisfied and control has transferred to the customer.

For contracts with commercial customers, which comprise the majority of the Company’s performance obligations, ownership of the goods and associated revenue are transferred to customers at a point in time, generally upon shipment of a product (“Direct Ship Parts”) to the customer or receipt of the product by the customer and without significant judgments. The majority of contracts typically require payment within 30 to 60 days after transfer of ownership to the customer.

Contracts with the United States (“U.S.”) government through its prime contractors are typically for products or services with no alternative future use to the Company with an enforceable right to payment for performance completed to date, whereas commercial contracts typically have alternative use. Customized products with no alternative future use to the Company with an enforceable right to payment for performance completed to date are recorded over time utilizing the output method of units delivered. The Company considers this to be a faithful depiction of the transfer to the customer of revenue over time due to short cycle time and immaterial work-in-process balances. The majority of contracts typically require payment within 30 to 60 days after transfer of ownership to the customer.

Service revenue includes repairs, non-recurring engineering, tolling arrangements and installation. Repairs, tolling and installation activities are usually completed in a short period of time (normally less than one month) and therefore recorded at a point in time when the services are completed. Non-recurring engineering arrangements are typically recognized over time under the time and material practical expedient, as the entity has a right to consideration from a customer, in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date. The majority of contracts typically require payment within 60 days.

The Company has elected not to disclose the aggregate amount of the transaction price allocated to unsatisfied performance obligations, as our contracts have an original expected duration of less than one year.

Because the Company’s performance obligations have been satisfied and an unconditional right to consideration exists as of the balance sheet date, the Company has recognized amounts due from contracts with customers of $252.4 million as accounts receivable, as of March 31, 2019, net of allowance for doubtful accounts within the Condensed Consolidated Balance Sheet.

Under ASC 606, the Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administration expenses. The Company has elected to recognize the costs for freight and shipping when control over products has transferred to the customer as an expense in cost of sales.

The Company monitors and tracks the amount of product returns and reduces revenue at the time of shipment for the estimated amount of future returns, based on historical experience. The Company makes estimates evaluating its allowance for doubtful accounts. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon its historical experience and any specific customer collection issues that it has identified.

The Company offers an assurance-type limited warranty that products will be free from defects in materials and workmanship. The warranty is typically one year or the industry standard in length and is limited to either (1) the replacement or repair of the product or (2) a credit against future purchases. The products are not sold with a right of return.

The following tables summarize disaggregated revenue by revenue market, and product for the three and nine months ended March 31, 2019 ($000):

	Three Months Ended March 31, 2019
	II-VI				II-VI
	Laser		II-VI		Performance
	Solutions		Photonics		Products		Total
Commercial
Direct Ship Parts	$	94,907	$	164,074	$	49,094	$	308,075
Services		267		2,399		2,348		5,014

U.S. Government
Direct Ship Parts	$	2,286	$	-	$	24,858	$	27,144
Services		14		-		2,249		2,263

Total Revenues	$	97,474	$	166,473	$	78,549	$	342,496

	Nine Months Ended March 31, 2019
	II-VI				II-VI
	Laser		II-VI		Performance
	Solutions		Photonics		Products		Total
Commercial
Direct Ship Parts	$	298,671	$	455,404	$	130,895	$	884,970
Services		2,520		5,919		6,979		15,418

U.S. Government
Direct Ship Parts	$	8,021	$	-	$	79,810	$	87,831
Services		14		-		11,535		11,549

Total Revenues	$	309,226	$	461,323	$	229,219	$	999,768

In November 2017, the Company acquired a 93.8% equity investment in a privately-held company (“Equity Investment”) for $51.5 million. In addition, the Company paid $0.2 million for a working capital adjustment to that purchase price. The Company’s pro-rata share of earnings/(loss) from this investment for the three and nine months ended March 31, 2019 was $(0.2) million and $1.8 million, respectively. The Company’s pro rata share of earnings from this investment for the three and nine months ended March 31, 2018 was $0.8 million and $2.0 million, respectively, and was recorded in other expense (income), net in the Condensed Consolidated Statements of Earnings.

This investment is accounted for under the equity method of accounting. The following table summarizes the Company's equity in this nonconsolidated investment:

The Equity Investment has been determined to be a variable interest entity because the Company has an overall 93.8% economic position in the investee, comprising a significant portion of its capitalization, but has only a 25% voting interest. The Company’s right to receive rewards and obligation to absorb expected losses is disproportionate to its voting interest. The Company is not the primary beneficiary because it does not have the power to direct the activities of the equity investment that most significantly impact its economic performance. Certain business decisions, including decisions with respect to operating budgets, material capital expenditures, indebtedness, significant acquisitions or dispositions, and strategic decisions, require the approval of owners holding a majority percentage in the Equity Investment. Beginning on the date it was acquired, the Company accounted for its interest as an equity method investment, as the Company has the ability to exercise significant influence over operating and financial policies of the Equity Investment.

As of March 31, 2019 and June 30, 2018, the Company’s maximum financial statement exposure related to this Equity Investment was approximately $58.2 million and $56.3 million, respectively, which is included in Investments on the Condensed Consolidated Balance Sheet as of March 31, 2019.

The Company has the right to purchase all of the outstanding interest of each of the minority equity holders, and the minority equity holders have the right to cause the Company to purchase all of their outstanding interests, at any time on or after the third anniversary of the investment, or earlier upon certain events. The purchase price is equal to the greater of: (a) (i) the product of the aggregate trailing 12-month revenues of the equity investment preceding the date of purchase, multiplied by (ii) a factor of 2.9 multiplied by (iii) a factor of 0.723, multiplied by (iv) the percentage interest owned by each minority equity holder and (b) $966,666. The Company performed a Monte Carlo simulation to estimate the fair value of the net put option at the investment date and recorded a liability of $2.2 million in Other long-term liabilities in the Condensed Consolidated Balance Sheet in accordance with ASC 815-10, Derivatives and Hedging. The fair value of the net put option is adjusted as necessary on a quarterly basis, with any changes in the fair value recorded through earnings. The change in fair value of the net purchase option from the investment date to March 31, 2019 was not material.

The Company has an equity investment of 20.2% in Guangdong Fuxin Electronic Technology, based in Guangdong Province, China, which is accounted for under the equity method of accounting. The total carrying value of the investment recorded at March 31, 2019 and June 30, 2018 was $13.8 million and $12.9 million, respectively. During the three and nine months ended March 31, 2019, the Company’s pro-rata share of earnings from this investment was $0.2 million and $0.9 million, respectively. During the three and nine months ended March 31, 2018, the Company’s pro-rata share of earnings from this investment was $0.2 million and $0.5 million, respectively. Equity earnings were recorded in other expense (income), net in the Condensed Consolidated Statements of Earnings.

During the quarter ended September 30, 2018, the Company acquired a 10% equity investment in a privately-held company for $4.5 million. The Company has determined that the equity interest does not give it the ability to exercise significant influence or joint control. Therefore, the Company will not account for this investment under the equity method of accounting. Under ASU 2016-01, Financial Instruments, the Company has elected the measurement alternative, as the investment does not have a readily determinable fair value. Under the alternative, the Company measures the investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investment of the Company for which there were none during the quarter ended March 31, 2019.

Effective July 1, 2018, the Company realigned the composition of its operating segments. The Company moved Laser Systems Group from II-VI Laser Solutions to II-VI Photonics and moved IPI from II-VI Photonics to II-VI Performance Products. All applicable information has been restated to reflect this change. The Company used the relative fair value method to reallocate goodwill to the associated reporting units in connection with the realignment.

	Nine Months Ended March 31, 2019
	II-VI Laser			II-VI			II-VI Performance
	Solutions			Photonics			Products		Total
Balance-beginning of period	$	98,737		$	109,670		$	62,271	$	270,678
Goodwill acquired		-			26,015			23,349		49,364
Foreign currency translation		(85	)		(22	)		-		(107	)
Balance-end of period	$	98,652		$	135,663		$	85,620	$	319,935

The gross carrying amount and accumulated amortization of the Company’s intangible assets other than goodwill as of March 31, 2019 and June 30, 2018 were as follows ($000):

	March 31, 2019							June 30, 2018
	Gross					Net		Gross					Net
	Carrying		Accumulated			Book		Carrying		Accumulated			Book
	Amount		Amortization			Value		Amount		Amortization			Value
Technology and Patents	$	91,832	$	(37,688	)	$	54,144	$	66,812	$	(32,979	)	$	33,833
Trademarks		15,825		(1,569	)		14,256		15,882		(1,471	)		14,411
Customer Lists		134,189		(57,797	)		76,392		127,603		(50,792	)		76,811
Other		1,570		(1,570	)		-		1,573		(1,559	)		14
Total	$	243,416	$	(98,624	)	$	144,792	$	211,870	$	(86,801	)	$	125,069

As a result of the July 1, 2018 segment realignment, the Company reviewed the recoverability of the carrying value of goodwill at its reporting units. The Company performed a quantitative test to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. The Company did not record any impairment of goodwill or long-lived assets, as the quantitative assessment did not indicate deterioration in the fair value of its reporting units.

In conjunction with the acquisition of CoAdna, the Company recorded $9.8 million attributed to the value of technology and patents and $6.3 million of customer lists. The intangibles were recorded based on the Company’s preliminary purchase price allocation utilizing either a discounted cash flow or relief from royalty method to derive the fair value. The valuation is expected to be finalized within one year from the date of acquisition.

In conjunction with the acquisition of the product line, the Company recorded $6.3 million of acquired technology. The acquired technology was recorded based on the Company’s preliminary purchase price allocation utilizing a relief from royalty method to derive the fair value. The valuation is expected to be finalized within one year of the date of acquisition.

In conjunction with the acquisition of Redstone, the Company recorded $9.1 million of acquired technology. The acquired technology was recorded based on the Company’s preliminary purchase price allocation utilizing a relief from royalty method to derive the fair value. The valuation is expected to be finalized within one year of the date of acquisition.

Technology and patents are being amortized over a range of 60 to 240 months, with a weighted average remaining life of approximately 86 months. Customer lists are being amortized over a range of approximately 120 to 240 months, with a weighted average remaining life of approximately 131 months. The gross carrying amount of trademarks includes $14.0 million of acquired trade names with indefinite lives that are not amortized but tested annually for impairment or more frequently if a triggering event occurs. Included in the gross carrying amount and accumulated amortization of the Company’s intangible assets is the effect of foreign currency translation on that portion of the intangible assets relating to the Company’s foreign subsidiaries.

At March 31, 2019, the estimated amortization expense for the existing intangible assets for each of the five succeeding fiscal years is as follows ($000):

	March 31,			June 30,
	2019			2018
0.25% convertible senior notes	$	345,000		$	345,000
Convertible senior notes unamortized discount attributable to cash conversion option and debt issuance costs including initial purchaser discount		(47,042	)		(56,409	)
Term loan, interest at LIBOR, as defined, plus 1.75%		50,000			65,000
Line of credit, interest at LIBOR, as defined, plus 1.75%		155,000			80,000
Credit facility unamortized debt issuance costs		(852	)		(1,126	)
Yen denominated line of credit, interest at LIBOR, as defined, plus 1.75%		2,708			2,714
Note payable assumed in IPI acquisition		3,834			3,834
Total debt		508,648			439,013
Current portion of long-term debt		(23,834	)		(20,000	)
Long-term debt, less current portion	$	484,814		$	419,013

On August 24, 2017, the Company entered into a purchase agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $300 million aggregate principal amount of our 0.25% convertible senior notes due 2022 (the "Notes") in a private placement to qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended. In addition, we granted the Initial Purchasers a 30-day option to purchase up to an additional $45 million aggregate principal amount of the Notes (the “Over-Allotment Option”).

As a result of our cash conversion option, the Company separately accounted for the value of the embedded conversion option as a debt discount. The value of the embedded conversion option was determined based on the estimated fair value of the debt without the conversion feature, which was determined using an expected present value technique (income approach) to estimate the fair value of similar nonconvertible debt; the debt discount is being amortized as additional non-cash interest expense over the term of the Notes using the effective interest method.

The equity component, which amounts to $56.4 million, net of issuance costs of $1.7 million, is not remeasured as long as it continues to meet the conditions for equity classification. The initial conversion rate is 21.25 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of $47.06 per share of common stock. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. The if-converted value of the Notes amounted to $273.0 million as of March 31, 2019 and $318.5 million as of June 30, 2018 (based on the Company’s closing stock price on the last trading day of the fiscal periods then ended). As of March 31, 2019, the Notes are not yet convertible based upon the Notes’ conversion features. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited.

The following tables set forth total interest expense recognized related to the Notes for the three and nine months ended March 31, 2019 and 2018:

	Three Months Ended March 31, 2019		Nine Months Ended March 31, 2019
0.25% contractual coupon	$	216	$	656
Amortization of debt discount and debt issuance costs including initial purchaser discount		3,112		9,367
Interest expense	$	3,328	$	10,023

	Three Months Ended March 31, 2018		Nine Months Ended March 31, 2018
0.25% contractual coupon	$	216	$	513
Amortization of debt discount and debt issuance costs including initial purchaser discount		2,974		7,017
Interest expense	$	3,190	$	7,530

The effective interest rate on the liability component for both periods presented was 4.5%. The unamortized discount amounted to $41.1 million as of March 31, 2019 and is being amortized over 4 years.

On July 28, 2016, the Company amended and restated its existing credit agreement. The Third Amended and Restated Credit Agreement (the “Amended Credit Facility”) provides for a revolving credit facility of $325 million, as well as a $100 million term loan. The term loan is being repaid in consecutive quarterly principal payments on the first business day of each January, April, July and October, with the first payment having commenced on October 1, 2016, as follows: (i) twenty consecutive quarterly installments of $5 million and (ii) a final installment of all remaining principal due and payable on the maturity date of July 27, 2021. Amounts borrowed under the revolving credit facility are due and payable on the maturity date. The Amended Credit Facility is unsecured, but is guaranteed by each existing and subsequently acquired or organized wholly-owned domestic subsidiary of the Company. The Company has the option to request an increase to the size of the revolving credit facility in an aggregate additional amount not to exceed $100 million. The Amended Credit Facility has a five-year term through July 27, 2021 and has an interest rate of either a Base Rate Option or a Euro-Rate Option, plus an Applicable Margin, as defined in the agreement governing the Amended Credit Facility. If the Base Rate option is selected for a borrowing, the Applicable Margin is 0.00% to 1.25% and if the Euro-Rate Option is selected for a borrowing, the Applicable Margin is 1.00% to 2.25%. The Applicable Margin is based on the ratio of the Company’s consolidated indebtedness to consolidated EBITDA. Additionally, the Credit Facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of March 31, 2019, the Company was in compliance with all financial covenants under its Amended Credit Facility.

The Company’s Yen denominated line of credit is a 500 million Yen (approximately $4.6 million) facility. The Yen line of credit matures in August 2020. The interest rate is equal to LIBOR, as defined in the loan agreement, plus 0.625% to 1.75%. At March 31, 2019 and June 30, 2018, the Company had 300 million Yen borrowed. Additionally, the facility is subject to certain covenants, including those relating to minimum interest coverage and maximum leverage ratios. As of March 31, 2019, the Company was in compliance with all financial covenants under its Yen facility.

In conjunction with the acquisition of IPI, the Company assumed a non-interest bearing note payable owed to a major customer of IPI. The agreement, if not terminated early by either party, is payable in full in January 2020.

The Company had aggregate availability of $171.8 million and $246.4 million under its lines of credit as of March 31, 2019 and June 30, 2018, respectively. The amounts available under the Company’s lines of credit are reduced by outstanding letters of credit. The total outstanding letters of credit supported by these credit facilities were insignificant as of March 31, 2019 and $0.4 million as of June 30, 2018.

The weighted average interest rate of total borrowings was 1.6% and 1.4% for the nine months ended March 31, 2019 and 2018, respectively.

Remaining annual principal payments under the Company’s existing credit obligations from March 31, 2019 were as follows:

					U.S.
					Dollar
	Term		Yen Line		Line of		Note		Convertible
Period	Loan		of Credit		Credit		Payable		Notes		Total
Year 1	$	20,000	$	-	$	-	$	3,834	$	-	$	23,834
Year 2		20,000		2,708		-		-		-		22,708
Year 3		10,000		-		155,000		-		-		165,000
Year 4		-		-		-		-		345,000		345,000
Year 5		-		-		-		-		-		-
Total	$	50,000	$	2,708	$	155,000	$	3,834	$	345,000	$	556,542

The Company’s year-to-date effective income tax rate at March 31, 2019 and 2018 was 15.5% and 30.9%, respectively. The variations between the Company’s effective tax rate and the U.S. statutory rate of 21% were primarily due to the impact of the U.S. enacted tax legislation and earnings generated from the Company’s foreign operations, which are subject to income taxes at lower statutory rates. The Company’s year-to-date effective income tax rate was also impacted by one-time charges related to the Tax Cuts and Jobs Act (“Tax Act”) during the nine months ended March 31, 2018.

U.S. GAAP prescribes the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements which includes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of March 31, 2019 and June 30, 2018, the Company’s gross unrecognized income tax benefit was $9.8 million and $9.9 million, respectively. The Company has classified the uncertain tax positions as noncurrent income tax liabilities, as the amounts are not expected to be paid within one year. If recognized, $2.4 million of the gross unrecognized tax benefits at March 31, 2019 would impact the effective tax rate. The Company recognizes interest and penalties related to uncertain tax positions in the income tax provision on the Condensed Consolidated Statements of Earnings. The amount of accrued interest and penalties included in the gross unrecognized income tax benefit was $0.2 million and $0.6 million, at March 31, 2019 and June 30, 2018, respectively. Fiscal years 2017 to 2019 remain open to examination by the U.S. Internal Revenue Service, fiscal years 2014 to 2019 remain open to examination by certain state jurisdictions, and fiscal years 2009 to 2019 remain open to examination by certain foreign taxing jurisdictions. During the quarter ended March 31, 2019 the Company completed the examination of its U.S. Federal

income tax return for the year ended June 30, 2016. Certain subsidiary companies are currently under examination in the Philippines for the year ended June 30, 2017; Germany for the years ended June 2012 through June 2015; and New Jersey for the years ended 2014 through June 30, 2017. The Company believes its income tax reserves for these tax matters are adequate.

On December 22, 2017, the Tax Act was signed into law. The Tax Act includes changes to the U.S. statutory federal tax rate and puts into effect the migration from a worldwide system of taxation to a territorial system, among other things. As of December 31, 2018, the Company completed its analysis of the impact of the Tax Act in accordance with U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118 (“SAB 118”) and the amounts are no longer considered provisional. The Company’s transition tax increased due to finalization of calculations and consideration of Notices and regulations issued by the U.S. Department of Treasury and the Internal Revenue Service; however, the increase is offset by available net operating loss and credit carryforwards which currently have a valuation allowance. Consequently, the tax expense reported is reduced by the release of the valuation allowance on the U.S. deferred tax assets, and as result, there was no material financial statement impact due to finalization of the provisional estimates recorded in the year ended June 30, 2018.

Furthermore, the Tax Act includes certain changes such as introducing a new category of income, referred to as global intangible low tax income, related to earnings taxed at a low rate of foreign entities without a significant fixed asset base, and imposes additional limitations on the deductibility of interest and officer compensation. These changes are included in the Company’s 2019 fiscal year income tax expense.

The following table sets forth the computation of earnings per share for the periods indicated. Basic net income per share has been computed using the weighted average number of shares of Common Stock outstanding during the period. Diluted net income per share has been computed using the weighted average number of common shares outstanding during the period plus dilutive potential shares of Common Stock from (1) stock options, performance and restricted shares (under the treasury stock method) and (2) convertible debt (under the If Converted method) outstanding during the period. The Company’s convertible debt calculated under the if-converted method was anti-dilutive for both the three and nine months ended March 31, 2019 and was excluded from the calculation of earnings per share ($000 except per share data):

	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2019		2018		2019		2018
Numerator:
Net earnings	$	24,638	$	30,098	$	79,489	$	60,835
Numerator for basic income per share	$	24,638	$	30,098	$	79,489	$	60,835
Effect of dilutive securities:
Interest expense, net of tax, on 0.25% Convertible Senior Notes due 2022		-		2,520		-		-
Numerator for diluted income per share	$	24,638	$	32,618	$	79,489	$	60,835
Denominator:
Denominator for basic income per share - weighted average shares		63,612		62,427		63,539		62,491
Effect of dilutive securities:
Dilutive effect of common stock equivalents		2,089		2,624		2,305		2,633
0.25% Convertible Senior Notes due 2022		-		7,331		-		-
Dilutive potential common shares		2,089		9,955		2,305		2,633
Denominator for diluted income per share		65,701		72,382		65,844		65,124
Net earnings per share:
Basic earnings per common share	$	0.39	$	0.48	$	1.25	$	0.97
Diluted earnings per common share	$	0.38	$	0.45	$	1.21	$	0.93

The following table presents potential shares of Common Stock excluded from the calculation of diluted net income per share as their effect would have been anti-dilutive ($000):

The Company reports its business segments using the “management approach” model for segment reporting. This means that the Company determines its reportable business segments based on the way the chief operating decision maker organizes business segments within the Company for making operating decisions and assessing performance.

The Company reports its financial results in the following three segments: (i) II-VI Laser Solutions, (ii) II-VI Photonics, and (iii) II-VI Performance Products, and the Company’s chief operating decision maker receives and reviews financial information based on these segments. The Company evaluates business segment performance based upon segment operating income, which is defined as earnings before income taxes, interest and other income or expense. The segments are managed separately due to the market, production requirements and facilities unique to each segment.

As discussed in Note 1, the Company realigned the composition of its operating segments. The Company moved Laser Systems Group from II-VI Laser Solutions to II-VI Photonics and moved IPI from II-VI Photonics to II-VI Performance Products. All applicable segment information has been restated to reflect this change.

In September 2018, November 2018, and March 2019, the Company completed its acquisitions of CoAdna, an additional product line, and Redstone, respectively. See Note 4, Acquisitions. The operating results of these acquisitions have been reflected in the selected financial information of the Company’s II-VI Photonics segment, with the exclusion of Redstone that is reflected in the II-VI Performance Products Segment, since the date of the acquisitions.

The accounting policies are consistent across each of the segments. To the extent possible, the Company’s corporate expenses and assets are allocated to the segments. The Company evaluates segment performance based upon reported segment operating income, which is defined as earnings before income taxes, interest and other income or expense. Eliminations and Other include eliminating inter-segment sales and transfers as well as transaction costs related to the Finisar transaction. See Note 3 for additional information.

The following tables summarize selected financial information of the Company’s operations by segment ($000):

	Three Months Ended March 31, 2019
	II-VI				II-VI
	Laser		II-VI		Performance		Eliminations &
	Solutions		Photonics		Products		Other			Total
Revenues	$	97,474	$	166,473	$	78,549	$	-		$	342,496
Inter-segment revenues		15,301		3,115		5,392		(23,808	)		-
Operating income (expense)		5,937		20,723		8,377		(3,907	)		31,130
Interest expense		-		-		-		-			(5,647	)
Other income (expense), net		-		-		-		-			1,532
Income taxes		-		-		-		-			(2,377	)
Net earnings		-		-		-		-			24,638
Depreciation and amortization		11,189		6,795		5,177		-			23,161
Segment assets		721,234		685,141		535,602		-			1,941,977
Expenditures for property, plant & equipment		17,566		11,177		6,040		-			34,783
Investments		-		-		76,452		-			76,452

	Three Months Ended March 31, 2018
	II-VI					II-VI
	Laser		II-VI			Performance		Eliminations &
	Solutions		Photonics			Products		Other			Total
Revenues	$	104,537	$	122,037		$	68,172	$	-		$	294,746
Inter-segment revenues		8,268		(175	)		6,870		(14,963	)		-
Operating income		11,602		14,024			8,853		-			34,479
Interest expense		-		-			-		-			(5,014	)
Other income (expense), net		-		-			-		-			1,755
Income taxes		-		-			-		-			(1,122	)
Net earnings		-		-			-		-			30,098
Depreciation and amortization		10,112		5,843			3,969		-			19,924
Expenditures for property, plant & equipment		16,542		14,754			7,319		-			38,614

	Nine Months Ended March 31, 2019
	II-VI				II-VI
	Laser		II-VI		Performance		Eliminations &
	Solutions		Photonics		Products		Other			Total
Revenues	$	309,226	$	461,323	$	229,219	$	-		$	999,768
Inter-segment revenues		42,486		8,451		17,113		(68,050	)		-
Operating income (expense)		30,469		59,722		28,768		(11,010	)		107,949
Interest expense		-		-		-		-			(16,811	)
Other income (expense), net		-		-		-		-			2,946
Income taxes		-		-		-		-			(14,595	)
Net earnings		-		-		-		-			79,489
Depreciation and amortization		32,629		19,456		15,542		-			67,627
Expenditures for property, plant & equipment		44,460		34,451		29,259		-			108,170

	Nine Months Ended March 31, 2018
	II-VI				II-VI
	Laser		II-VI		Performance		Eliminations &
	Solutions		Photonics		Products		Other			Total
Revenues	$	297,506	$	353,281	$	186,932	$	-		$	837,719
Inter-segment revenues		22,335		8,185		19,180		(49,700	)		-
Operating income		23,695		49,687		23,357		-			96,739
Interest expense		-		-		-		-			(13,303	)
Other income (expense), net		-		-		-		-			4,551
Income taxes		-		-		-		-			(27,152	)
Net earnings		-		-		-		-			60,835
Depreciation and amortization		27,165		17,019		13,965		-			58,149
Expenditures for property, plant & equipment		52,724		32,429		30,284		-			115,437

The Company’s Board of Directors adopted the II-VI Incorporated 2018 Omnibus Incentive Plan (the “Plan”), which was approved by the Company’s shareholders. The Plan provides for the grant of performance-based cash incentive awards, non-qualified stock options, stock appreciation rights, restricted share awards, restricted share units, deferred share awards, performance share awards and performance share units to employees, officers and directors of the Company. The maximum number of shares of the Company’s Common Stock authorized for issuance under the Plan is limited to 3,550,000 shares of Common Stock, not including any remaining shares forfeited under the predecessor plans that may be rolled into the Plan. The Company records share-based compensation expense for these awards in accordance with U.S. GAAP, which requires the recognition of grant-date fair value of share-based compensation in net earnings and over the requisite service period of the individual grantees, which generally equals the vesting period. The Company accounts for cash-based stock appreciation rights, cash-based restricted share unit awards and cash-based performance share unit awards as liability awards, in accordance with applicable accounting standards.

Share-based compensation expense is allocated approximately 20% to cost of goods sold and 80% to selling, general and administrative expense, based on the employee classification of the grantees. Share-based compensation expense for the periods indicated was as follows ($000):

	Three Months Ended				Nine Months Ended
March 31,		2019		2018		2019		2018
Stock Options and Cash-Based Stock Appreciation Rights	$	2,311	$	737	$	5,093	$	5,262
Restricted Share Awards and Cash-Based Restricted Share Unit Awards		2,336		1,381		7,135		6,125
Performance Share Awards and Cash-Based Performance Share Unit Awards		3,285		1,468		5,999		3,908
	$	7,932	$	3,586	$	18,227	$	15,295

The FASB defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous markets for the asset and liability in an orderly transaction between market participants at the measurement date. The Company estimates fair value of its financial instruments utilizing an established three-level hierarchy in accordance with U.S. GAAP. The hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date as follows:

The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.

At March 31, 2019, the Company had foreign currency forward contracts recorded at fair value. The fair values of these instruments were measured using valuations based upon quoted prices for similar assets and liabilities in active markets (Level 2) and are valued by reference to similar financial instruments, adjusted for credit risk, restrictions and other terms specific to the contracts.

The Company has entered into earnout arrangements in conjunction specified acquisitions, as discussed in Note 4, that provide additional cash earnout opportunities based upon achievement of certain agreed upon financial and operational targets. The fair values of the contingent earnout arrangements and the net put option were measured using valuations based upon other unobservable inputs that are significant to the fair value measurement (Level 3).

The Company estimated the fair value of the 0.25% convertible notes based on quoted market prices as of the last trading day prior to March 31, 2019; however, the convertible notes have only a limited trading volume and as such this fair value estimate is not necessarily the value at which the convertible notes could be retired or transferred. The Company concluded that this fair value measurement should be categorized within Level 2. The carrying value of the convertible notes is net of unamortized discount and issuance costs. See Note 10. Debt for details on the Company’s debt facilities. The fair value and carrying value of the convertible notes were as follows at March 31, 2019 ($000):

The following table provides a summary by level of the fair value of financial instruments that are measured on a recurring basis or for which fair value is disclosed for the periods presented ($000):

	Fair Value Measurements at March 31, 2019 Using:
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	March 31, 2019		(Level 1)		(Level 2)		(Level 3)
Assets:
Foreign currency forward contracts	$	43	$	-	$	43	$	-
Liabilities:
Contingent earnout arrangements	$	5,322	$	-	$	-	$	5,322
Net put option	$	2,024	$	-	$	-	$	2,024

	Fair Value Measurements at June 30, 2018 Using:
			Quoted Prices in		Significant
			Active Markets		Other		Significant
			for Identical		Observable		Unobservable
			Assets		Inputs		Inputs
	June 30, 2018		(Level 1)		(Level 2)		(Level 3)
Assets:
Foreign currency forward contracts	$	121	$	-	$	121	$	-
Liabilities:
Contingent earnout arrangements	$	5,405	$	-	$	-	$	5,405
Net put option	$	2,024	$	-	$	-	$	2,024

The Company’s policy is to report transfers into and out of Levels 1 and 2 of the fair value hierarchy at fair values as of the beginning of the period in which the transfers occur. There were no transfers in and out of Levels 1 and 2 of the fair value hierarchy during the three months ended March 31, 2019.

The following table presents a reconciliation of the beginning and ending fair value measurements of the Company’s Level 3 contingent earnout arrangements related to the Company’s acquisitions and the net put option relating to the equity investment acquired in November 2017 ($000):

The fair values of cash and cash equivalents are considered Level 1 among the fair value hierarchy and approximate fair value because of the short-term maturity of those instruments. The Company’s borrowings including its capital lease obligation, excluding the 0.25% Convertible Notes, are considered Level 2 among the fair value hierarchy and their principal amounts approximate fair value.

The Company has a pension plan (the “Swiss Plan”) covering employees of the Zurich, Switzerland subsidiary. Net periodic pension costs associated with the Swiss Plan included the following ($000):

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2019			2018			2019			2018
Service cost	$	912		$	967		$	2,803		$	2,865
Interest cost		133			109			409			323
Expected return on plan assets		(239	)		(218	)		(735	)		(646	)
Net amortization		37			(150	)		(5	)		-
Net periodic pension costs	$	843		$	708		$	2,472		$	2,542

The Company contributed $0.8 million and $2.4 million to the Swiss Plan during the three and nine months ended March 31, 2019, and $0.9 million and $2.8 million during the three and nine months ended March 31, 2018. The Company currently anticipates contributing an additional estimated amount of approximately $0.8 million to the Swiss Plan during the remainder of fiscal year 2019.

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase share pursuant to this Program during the quarter ended March 31, 2019. Through March 31, 2019, the Company has cumulatively purchased 1,316,587 shares of its Common Stock pursuant to the Program for approximately $19.0 million.

The changes in accumulated other comprehensive income (“AOCI”) by component, net of tax, for the nine months ended March 31, 2019 were as follows ($000):

	Foreign						Total
	Currency			Defined			Accumulated Other
	Translation			Benefit			Comprehensive
	Adjustment			Pension Plan			Income (Loss)
AOCI - June 30, 2018	$	(1,308	)	$	(2,472	)	$	(3,780	)
Other comprehensive income before reclassifications		(6,425	)		-			(6,425	)
Amounts reclassified from AOCI		-			(4	)		(4	)
Net current-period other comprehensive income		(6,425	)		(4	)		(6,429	)
AOCI - March 31, 2019	$	(7,733	)	$	(2,476	)	$	(10,209	)

The Company’s OptoElectronic Devices subsidiary entered into a capital lease related to a building in Warren, New Jersey. The following table shows the future minimum lease payments due under the non-cancelable capital lease ($000):

The current and long-term portion of the capital lease obligation was recorded in Other accrued liabilities and Other liabilities, respectively, in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019 and June 30, 2018. The present value of the minimum capital lease payments at inception was $25 million recorded in Property, Plant & Equipment, net, in the Company’s Condensed Consolidated Balance Sheet as of March 31, 2019, with associated depreciation being recorded over the 15-year life of the lease. During the three and nine months ended March 31, 2019, the Company recorded $0.4 million and $1.2 million of depreciation expense associated with the capital leased asset.

This Quarterly Report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Management’s Discussion and Analysis”), contains forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding projected growth rates, markets, product development, financial position, capital expenditures and foreign currency exposure. Forward-looking statements are also identified by words such as “expects,” “anticipates,” “intends,” “plans,” “projects” or similar expressions.

Although our management considers these expectations and assumptions to be reasonable, actual results could differ materially from any such forward-looking statements included in this Quarterly Report on Form 10-Q or otherwise made by our management due to the following factors, among others: dependency on international sales and successful management of global operations; the development and use of new technology; the timely release of new products and acceptance of such new products by the market; our ability to devise and execute strategies to respond to market conditions; our ability to achieve the anticipated benefits of capital investments that we make; the impact of acquisitions on our business and our ability to assimilate recently acquired businesses; our ability to complete our proposed acquisition of Finisar Corporation (“Finisar”) on the anticipated terms and timing or at all; the impact of impairment in goodwill and indefinite-lived intangible assets in one or more of our segments; adverse changes in economic or industry conditions generally (including capital markets) or in the markets served by the Company; our ability to protect our intellectual property; domestic and foreign governmental regulation, including that related to the environment; the impact of a data breach incident on our operations; supply chain issues; the actions of competitors; the purchasing patterns of customers and end-users; the occurrence of natural disasters and other catastrophic events outside of our control; changes in local market laws and practices and risks related to the recent U.S. tax legislation and the Company’s continuing analysis of its impact on the Company and the adoption of increased duties and other trade restrictions. There are additional risk factors that could materially affect the Company’s business, results of operations or financial condition set forth in Part I, Item 1A of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on December 27, 2018 and in the section entitled “Risk Factors” in the joint proxy statement/prospectus filed the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on February 8, 2019 in connection with our pending acquisition of Finisar.

In addition, we operate in a highly competitive and rapidly changing environment; new risk factors can arise, and it is not possible for management to anticipate all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of risk factors, may cause results to differ materially from those contained in any forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are based only on information currently available to us and speak only as of the date of this Report. We do not assume any obligation, and do not intend to, update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by the securities laws. Investors should, however, consult any further disclosures of a forward-looking nature that the Company may make in its subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other disclosures filed with or furnished to the SEC.

Investors should also be aware that, while the Company does communicate with securities analysts from time to time, such communications are conducted in accordance with applicable securities laws. Investors should not assume that the Company agrees with any statement or report issued by any analyst irrespective of the content of the statement or report.

II-VI Incorporated (“II-VI,” the “Company,” “we,” “us” or “our”), a worldwide leader in engineered materials and opto-electronic components, is a vertically integrated manufacturing company that develops innovative products for diversified applications in the industrial materials processing, optical communications, military, consumer electronics, semiconductor equipment, life science and automotive applications. The Company produces a wide variety of application-specific photonic and electronic materials and components, and deploys them in various forms, including integration with advanced software.

The Company generates revenues, earnings and cash flows from developing, manufacturing and marketing engineered materials and opto-electronic components for industrial, optical communications, military, semiconductor, medical and consumer applications. We also generate revenue, earnings and cash flows from government-funded research and development contracts relating to the development and manufacture of new technologies, materials and products.

Our customer base includes original equipment manufacturers, laser end users, system integrators of high-power lasers, manufacturers of equipment and devices for industrial, optical communications, consumer electronics, security and monitoring applications, U.S. government prime contractors, various U.S. government agencies and thermoelectric solutions suppliers.

In September 2018, November 2018, and March 2019, the Company completed its acquisitions of CoAdna Holdings, Inc. (“CoAdna”), an additional product line, and Redstone Aerospace Corporation (“Redstone”), respectively. See Note 4, Acquisitions. The operating results of these acquisitions have been reflected in the selected financial information of the Company’s II-VI Photonics segment, with the exclusion of Redstone that is reflected in the II-VI Performance Products Segment, since the dates of the acquisitions.

On March 4, 2019, II-VI entered into a Credit Agreement, dated as of March 4, 2019 (the “New Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto. Pursuant to the terms and subject to the conditions therein, the New Credit Agreement provides for senior secured financing of $1.625 billion in the aggregate, consisting of (i) a five-year senior secured first-lien term A loan facility in an aggregate principal amount of $1.175 billion (the “Term A Facility”) and (ii) a five-year senior secured first-lien revolving credit facility in an aggregate principal amount of $450.0 million (the “Revolving Credit Facility” and together with the Term A Facility, the “New Senior Credit Facilities”). The New Credit Agreement also provides for a letter of credit sub-facility not to exceed $25.0 million and a swing loan sub-facility initially not to exceed $20.0 million, subject to adjustment in accordance with the terms of the New Credit Agreement. II-VI anticipates using the proceeds from the Term A Facility, together with a separately committed term B loan facility in an aggregate principal amount of up to $800.0 million (the “Term B Facility”) and cash and short-term investments of II-VI and Finisar, to pay the cash portion of the merger consideration payable in connection with the Merger and pay related fees and expenses in connection with the Merger. II-VI currently does not intend to draw on the Revolving Credit Facility in order to fund the cash portion of the merger consideration payable in connection with the Merger.

The completion of the Merger is subject to the satisfaction or waiver of certain additional customary closing conditions, including review and approval of the Merger by the State Administration for Market Regulation in China. Subject to the satisfaction or waiver of each of the closing conditions, II-VI and Finisar expect that the Merger will be completed approximately in the middle of 2019. However, it is possible that factors outside the control of both companies could result in the Merger being completed at a different time or not at all.

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Note 1 of the Notes to Consolidated Financial Statements in the Company’s Current Report on Form 8-K dated December 27, 2018 describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. The Company adopted ASU 2014-09, Revenues from Contracts with Customers (Topic 606), on July 1, 2018 using the modified retrospective method of adoption. There have been no other changes in significant accounting policies as of March 31, 2019.

See Note 2. Recent Accounting Pronouncements to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

The following tables set forth select items from our Condensed Consolidated Statements of Earnings for the three and nine months ended March 31, 2019 and 2018:

	Three Months Ended					Three Months Ended
	March 31, 2019					March 31, 2018
			% of					% of
			Revenues					Revenues
Total revenues	$	342.4		100.0	%	$	294.7		100.0	%
Cost of goods sold		215.2		62.9			176.4		59.9
Gross margin		127.2		37.2			118.3		40.2
Operating expenses:
Internal research and development		36.0		10.5			30.6		10.4
Selling, general and administrative		60.1		17.6			53.3		18.1
Interest and other, net		4.1		1.2			3.3		1.1
Earnings before income tax		27.0		7.9			31.1		10.6
Income taxes		2.4		0.7			1.2		0.4
Net earnings	$	24.6		7.2	%	$	30.1		10.2	%

Diluted earnings per share	$	0.38				$	0.45

	Nine Months Ended					Nine Months Ended
	March 31, 2019					March 31, 2018
			% of					% of
			Revenues					Revenues
Total revenues	$	999.7		100.0	%	$	837.7		100.0	%
Cost of goods sold		617.1		61.7			503.9		60.2
Gross margin		382.6		38.3			333.8		39.8
Operating expenses:
Internal research and development		103.0		10.3			83.9		10.0
Selling, general and administrative		171.8		17.2			153.2		18.3
Interest and other, net		13.9		1.4			8.8		1.1
Earnings before income tax		94.0		9.4			87.9		10.5
Income taxes		14.6		1.5			27.2		3.2
Net earnings	$	79.5		8.0	%	$	60.8		7.3	%

Diluted earnings per share	$	1.21				$	0.93

Net earnings for the three months ended March 31, 2019 were $24.6 million ($0.38 per share diluted), compared to $30.1 million ($0.45 per share diluted) for the same period last fiscal year. Net earnings for the nine months ended March 31, 2019 were $79.5 million ($1.21 per share diluted), compared to $60.8 million ($0.93 per share diluted) for the same period last fiscal year.

Net earnings during the current fiscal three months ended March 31, 2019 were negatively impacted by under-absorption of manufacturing costs for the Company’s 3D Sensing product line, due to continued delays in the program, as well as production challenges in the II-VI Performance Product Segment. In addition, the Company incurred increased internal research and development expense to address new product development in 5G and other developing technologies. The Company incurred increased selling, general, and administrative (“SG&A”) expense related to transaction expenses for the pending acquisition of Finisar, as well as to support overall revenue growth.

During the current nine months ended March 31, 2019, net earnings were favorably impacted by incremental margin recognized due to increased revenue from customers in the optical communications, radio frequency (“RF”) and power generation and military markets. Offsetting the favorable impact from revenues for the current nine months ended March 31, 2019, the Company incurred increased internal research and development for its next generation product portfolio, increased selling, general and administration expenses as a result of the overall increase in business volume, and incurred additional merger related expenses associated with the announcement of the Finisar merger.

Revenues. Revenues for the three months ended March 31, 2019 increased 16% to $342.4 million, compared to $294.7 million for the same period last fiscal year. Revenues for the nine months ended March 31, 2019 increased 19% to $999.7 million, compared to $837.7 million for the same period last fiscal year. The increase in revenues during the current three and nine month periods compared to the same periods last fiscal year was driven by increased demand from the Company’s optical communication customers in the United States and China for products used in the China broadband expansion and U.S. metro communication upgrade cycles. In addition, the growing demand for silicon carbide addressing RF electronics and high-power switching and power conversion systems and optical components and assemblies used in military related applications contributed to the revenue increases.

Gross margin. Gross margin for the three months ended March 31, 2019 was $127.2 million, or 37.2% of total revenues, compared to $118.3 million, or 40.2% of total revenues, for the same period last fiscal year. Gross margin for the nine months ended March 31, 2019 was $382.6 million, or 38.3% of total revenues, compared to $333.8 million, or 39.8% of total revenues, for the same period last fiscal year. The increase in gross margin dollars for both the three and nine month periods ended March 31, 2019, compared to the same periods last fiscal year was due to the incremental margins realized on the revenue increases described above. Gross margin as a percentage of revenues decreased despite the revenue growth primarily driven by a shift in product mix to lower margin products in the Company’s Photonics segment. Further, gross margin as a percentage of revenues were negatively impacted by under-absorption of manufacturing costs for the Company’s 3D Sensing product line, due to continued delays in the program, as well as production challenges in the II-VI Performance Product Segment.

Internal research and development. Internal research and development (“IR&D”) expenses for the three months ended March 31, 2019 were $36.0 million, or 10.5% of revenues, compared to $30.6 million, or 10.4% of revenues, for the same period last fiscal year. IR&D expenses for the nine months ended March 31, 2019 were $103.0 million, or 10.3% of revenues, compared to $83.9 million, or 10.0% of revenues, for the same period last fiscal year. The increase in IR&D during the current three and nine month periods compared to the same periods last fiscal year was due to the Company’s ongoing investments in the development of new technology and product introductions addressing growing demand from consumer electronics and new 5G technologies in the optical communications markets. The Company expects IR&D to approximate 10% to 13% of revenues during the remainder of fiscal year 2019 to address these growing market opportunities.

Selling, general and administrative. Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2019 were $60.1 million, or 17.6% of revenues, compared to $53.3 million, or 18.1% of revenues, for the same period last fiscal year. SG&A expenses for the nine months ended March 31, 2019 were $171.8 million, or 17.2% of revenues, compared to $153.2 million, or 18.3% of revenues, for the same period last fiscal year. The increase in SG&A for both the current three and nine month periods in absolute dollars was the result of incurring $3.9 million and $11.0 million, respectively, of merger related expenses associated with the planned acquisition of Finisar. In addition, the Company’s higher revenue base required incremental SG&A to support the Company’s growth trajectory. The Company also incurred approximately $1.9 million of transaction expenses relating to its acquisition of CoAdna for the nine month period ended March 31, 2019. The Company’s improvement in its SG&A leverage during the current periods was due to ongoing cost control initiatives across the Company.

Interest and other, net. Interest and other, net for the three months ended March 31, 2019 was expense of $4.1 million, compared to expense of $3.3 million for the same period last fiscal year. Interest and other, net for the nine months ended March 31, 2019 were expense of $13.9 million, compared to expense of $8.8 million for the same period last fiscal year. Included in interest and other, net were interest expense on borrowings, equity earnings from its unconsolidated investments, foreign currency gains and losses, and interest income on excess cash balances. For the three and nine months periods ending March 31, 2019, interest expense increased

$0.6 million and $3.5 million, respectively, due to the higher levels of outstanding debt as well as rising interest rates on the Company’s variable rate borrowings.

Income taxes. The Company’s year-to-date effective income tax rate at March 31, 2019 was 15.5%, compared to an effective tax rate of 30.9% for the same period last fiscal year. The prior fiscal year to date effective tax rate was negatively impacted by the U.S. enacted tax legislation and the recording of the provision for the transition tax under the new tax law. The current year’s effective income tax rate benefited from the reversal of certain U.S. valuation allowances as the result of the acquisition deferred tax liabilities of CoAdna and Redstone.

Revenues and operating income for the Company’s reportable segments are discussed below. Operating income differs from net earnings in that operating income excludes certain operational expenses included in other expense (income) – net as reported. Management believes operating income to be a useful measure for investors, as it reflects the results of segment performance over which management has direct control and is used by management in its evaluation of segment performance. See Note 13. Segment Reporting, to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the Company’s reportable segments and for the reconciliation of the Company’s operating income to net earnings, which is incorporated herein by reference.

Effective July 1, 2018, the Company realigned its composition of its operating segments. The Company moved Laser Systems Group, from II-VI Laser Solutions to II-VI Photonics and moved Integrated Photonics, Inc. from II-VI Photonics to II-VI Performance Products. All applicable segment information has been restated to reflect this change. Additionally, the Company renamed Laser Systems Group to II-VI Industrial Laser.


	Three Months Ended				%	Nine Months Ended				%
	March 31,				Decrease	March 31,				Increase
	2019		2018			2019		2018
Revenues	$	97.4	$	104.5	(7%)	$	309.2	$	297.5	4%
Operating income	$	6.0	$	11.6	(48%)	$	30.5	$	23.7	29%

Revenues for the three months ended March 31, 2019 for II-VI Laser Solutions decreased 7% to $97.4 million, compared to revenues of $104.5 million for the same period last fiscal year. Revenues for the nine months ended March 31, 2019 for II-VI Laser Solutions increased 4% to $309.2 million, compared to revenues of $297.5 million for the same period last fiscal year. The decrease in revenues during the three month ended March 31, 2019 primarily related to softness in demand for capital equipment within semiconductor and industrial markets within Asia, as well as a decrease of sales into the datacom market due to recent softening. The increase in revenues for the current nine months compared to the same period last year was driven by increased shipments in the first half of fiscal year 2019 of the VCSEL product line addressing demand from the consumer electronic and datacom markets.

Operating income for the three months ended March 31, 2019 for II-VI Laser Solutions decreased 48% to $6.0 million, compared to $11.6 million for the same period last fiscal year. Operating income for the nine months ended March 31, 2019 for II-VI Laser Solutions increased 29% to $30.5 million, compared to $23.7 million for the same period last fiscal year. The decrease in operating income during the current three months was due to continued delays in the 3D sensing market, which resulted in unfavorable absorption of manufacturing costs. The improvement in operating income for the current nine month period compared to the same period last year was driven through improved cost containment efforts and product mix realized in the first half of fiscal 2019, as well as the incremental margin on the 4% revenue growth.

	Three Months Ended				%	Nine Months Ended				%
	March 31,				Increase	March 31,				Increase
	2019		2018			2019		2018
Revenues	$	166.5	$	122.0	36%	$	461.3	$	353.3	31%
Operating income	$	20.7	$	14.0	48%	$	59.7	$	49.7	20%

The above operating results for the three and nine months ended March 31, 2019 include the Company’s acquisitions of CoAdna in September 2018 and the product line which was acquired in November 2018.

Revenues for the three months ended March 31, 2019 for II-VI Photonics increased 36% to $166.5 million, compared to $122.0 million for the same period last fiscal year. Revenues for the nine months ended March 31, 2019 for II-VI Photonics increased 31% to $461.3 million, compared to $353.3 million for the same period last fiscal year. The acquisition of CoAdna contributed $2.3 million and $12.4 million, respectively, for the three and nine months ended March 31, 2019. Exclusive of CoAdna, the increase in revenues for both the three and nine month periods ended March 31, 2019 were driven by the continued strength of the optical communications market. In particular, the segment saw increased demand in reconfigurable optical add-drop multiplexer (“ROADM”) and 5G products, driven by accelerated global deployments of 5G optical networks.

Operating income for the three months ended March 31, 2019 for II-VI Photonics increased 48% to $20.7 million, compared to $14.0 million for the same period last fiscal year. Operating income for the nine months ended March 31, 2019 for II-VI Photonics increased 20% to $59.7 million, compared to $49.7 million for the same period last fiscal year. Included in the operating income for the current nine months ended March 31, 2019 was approximately $3.4 million of one-time transaction related expenses for the acquisition of CoAdna. The operating income for the periods were driven by incremental margin on increased shipments and continued implementation of a cost control program, reducing and/or delaying planned manpower additions and IR&D spending on certain programs.

	Three Months Ended				%	Nine Months Ended				%
	March 31,				Increase/(Decrease)	March 31,				Increase
	2019		2018			2019		2018
Revenues	$	78.5	$	68.2	15%	$	229.2	$	186.9	23%
Operating income	$	8.4	$	8.9	(6%)	$	28.8	$	23.3	24%

Revenues for the three months ended March 31, 2019 for II-VI Performance Products increased 15% to $78.5 million, compared to $68.2 million for the same period last fiscal year. Revenues for the nine months ended March 31, 2019 for II-VI Performance Products increased 23% to $229.2 million, compared to $186.9 million for the same period last fiscal year. The increase in revenues for both the three and nine month periods ended March 31, 2019 compared to the same periods last fiscal year was driven by increased demand for silicon carbide substrates addressing RF electronics and high-power switching and power conversion systems for automotive and communications applications. In addition, the segment’s military business has continued to experience an increase in demand for its infrared components and sub-systems resulting from increased U.S. Government budget spending.

Operating income for the three months ended March 31, 2019 for II-VI Performance Products decreased 6% to $8.4 million, compared to $8.9 million for the same period last fiscal year. Operating income for the nine months ended March 31, 2019 for II-VI Performance Products increased 24% to $28.8 million, compared to $23.3 million for the same period last fiscal year. The decrease in operating income for the three month period ended March 31, 2019 compared to the same period last fiscal year was primarily driven by increased production costs related to yield and quality issues. The increase in operating income for the nine month period ended March 31, 2019 compared to the same period last fiscal year was driven by a combination of incremental margin on the increased sales volume, favorable product mix towards higher margin products and cost management initiatives across the segment’s operations.

Historically, our primary sources of cash have been from operations, long-term borrowing, and advance funding from customers. Other sources of cash include proceeds received from the exercises of stock options and sale of equity investments and businesses. Our historic uses of cash have been for capital expenditures, investment in research and development, business acquisitions, payments of principal and interest on outstanding debt obligations and payments in satisfaction of employees’ minimum tax obligations. Supplemental information pertaining to our sources and uses of cash for the periods indicated is presented as follows:

	Nine Months Ended
	March 31,
	2019			2018
Net cash provided by operating activities	$	114.4		$	113.9
Net proceeds on long-term borrowings		60.0			168.0
Proceeds from exercises of stock options		7.5			8.8
Purchases of businesses		(83.9	)		(80.5	)
Additions to property, plant & equipment		(108.2	)		(116.5	)
Purchases of equity investments		(4.5	)		(51.7	)
Payments on earnout arrangements		(3.5	)		-
Payments in satisfaction of employees' minimum tax obligations		(7.1	)		(4.0	)
Purchases of treasury shares		-			(49.9	)
Debt issuance costs		-			(10.1	)
Effect of exchange rate changes on cash and cash equivalents and other items		(0.5	)		13.4

Net cash provided by operating activities was $114.4 million for the nine months ended March 31, 2019 compared to net cash provided by operating activities of $113.9 million for the same period last fiscal year. The increase in cash provided by operating activities during the current nine months was primarily driven by improved working capital management focusing on accounts payable oversight as well overall increased levels of earnings and non-cash items including depreciation, amortization and share-based compensation expenses during the current fiscal year.

Net cash used in investing activities was $196.4 million for the nine months ended March 31, 2019, compared to net cash used of $248.2 million for the same period last fiscal year. Net cash used in investing activities during the current nine months ended March 31, 2019 included $83.9 million for acquisitions of businesses, $108.2 million of cash paid for property plant and equipment used to build capacity to meet the growing demand for the Company’s product portfolio, and $4.5 million for a 10% equity investment in a privately held company.

Net cash provided by financing activities was $56.9 million for the nine months ended March 31, 2019, compared to net cash provided by financing activities of $112.9 million for the same period last fiscal year. Net cash provided by financing activities included net borrowing on long-term debt of $60.0 million to fund acquisitions, as well as $7.5 million of cash received from the exercises of stock options. Net cash provided by financing activities was offset by payments of $7.1 million in satisfaction of employees’ minimum tax obligations from the vesting of equity awards as well as a $3.5 million earnout payment relating to a prior year acquisition.

The following table sets forth total interest expense recognized related to the Notes for the three and nine months ended March 31, 2019:

	Three Months Ended March 31, 2019		Nine Months Ended March 31, 2019
0.25% contractual coupon	$	216	$	656
Amortization of debt discount and debt issuance costs including initial purchaser discount		3,112		9,367
Interest expense	$	3,328	$	10,023

	Three Months Ended March 31, 2018		Nine Months Ended March 31, 2018
0.25% contractual coupon	$	216	$	513
Amortization of debt discount and debt issuance costs including initial purchaser discount		2,974		7,017
Interest expense	$	3,190	$	7,530

The weighted average interest rate of total borrowings was 1.6% and 1.4% for the three months ended March 31, 2019 and 2018, respectively.

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. The Company did not repurchase shares pursuant to this Program during the nine months ended March 31, 2019. Through March 31, 2019, the Company has cumulatively purchased 1,316,587 shares of its Common Stock pursuant to the Program for approximately $19.0 million.

The Company’s cash position, borrowing capacity and debt obligations for the periods indicated were as follows (in millions):

The Company believes that cash flow from operations, existing cash reserves and available borrowing capacity will allow the Company to fund its working capital needs, capital expenditures, repayment of scheduled long-term borrowings and capital lease obligations, investments in internal research and development, completion of its planned merger with Finisar, share repurchases and growth objectives for the next twelve months.

The Company’s cash and cash equivalent balances are generated and held in numerous locations throughout the world, including amounts held outside the United States. As of March 31, 2019 and June 30, 2018, the Company held approximately $189 million and $245 million, respectively, of cash and cash equivalents outside of the United States. Cash balances held outside the United States could be repatriated to the United States. The recently enacted Tax Act created significant changes to the taxation of undistributed foreign earnings and could change our future intentions regarding repatriation of earnings.

The following table presents information about the Company’s contractual obligations and commitments as of March 31, 2019.

	Payments Due By Period
			Less Than 1		1-3		3-5		More Than 5
Contractual Obligations	Total		Year		Years		Years		Years
($000)
Long-term debt obligations	$	556,542	$	23,834	$	187,708	$	345,000	$	-
Interest payments⁽¹⁾		31,220		10,360		13,825		2,579		4,456
Capital lease obligations		24,599		991		2,360		2,924		18,324
Operating lease obligations⁽²⁾		118,600		21,200		30,800		20,400		46,200
Purchase obligations^{(3) (4)}		40,570		35,049		5,521		-		-
Other long-term liabilities reflected on the Registrant's balance sheet under GAAP		-		-		-		-		-
Total	$	771,531	$	91,434	$	240,214	$	370,903	$	68,980

The Company’s gross unrecognized income tax benefit at March 31, 2019 has been excluded from the table above because the Company is not currently able to reasonably estimate the amount by which the liability will increase or decrease over time. However, at this time, the Company does not expect a significant payment related to these obligations within the next year.

Pension obligations are not included in the table above. The Company expects the remaining defined benefit plan employer contributions for fiscal year 2019 to be $0.8 million. Estimated funding obligations are determined by asset performance, workforce and retiree demographics, tax and employment laws and other actuarial assumptions which may change the annual funding obligations.

The Company is exposed to market risks arising from adverse changes in foreign currency exchange rates and interest rates. In the normal course of business, the Company uses a variety of techniques and derivative financial instruments as part of its overall risk management strategy, which is primarily focused on its exposure in relation to the Japanese Yen, Chinese Renminbi, Swiss Franc, and the Euro. No significant changes have occurred in the techniques and instruments used other than those described below.

In the normal course of business, the Company enters into foreign currency forward exchange contracts with its financial institutions. The purpose of these contracts is to hedge ordinary business risks regarding foreign currencies on product sales. Foreign currency exchange contracts are used to limit transactional exposure to changes in currency rates.

The Company enters into foreign currency forward contracts that permit it to sell specified amounts of Japanese Yen expected to be received from its export sales for pre-established U.S. dollar amounts at specified dates. The forward contracts are denominated in the same foreign currencies in which export sales are denominated. These contracts provide the Company with an economic hedge in which settlement will occur in future periods, thereby limiting the Company’s exposure. These contracts had a total notional amount of $14.5 million and $12.0 million at March 31, 2019 and June 30, 2018, respectively.

A 10% change in the Yen to U.S. dollar exchange rate would have changed revenues in the range from a decrease of $2.5 million to an increase of $3.0 million for the three months ended March 31, 2019.

The Company enters into month-to-month forward contracts at varying amounts maturing monthly to limit exposure to the Chinese Renminbi. The Company recorded a loss of $0.8 million in the Condensed Consolidated Statement of Earnings related to these contracts for the nine months ended March 31, 2019.

As of March 31, 2019, the Company’s total outstanding borrowings of $556.5 million consisted of $207.7 million of variable rate debt borrowings from a line of credit of $2.7 million denominated in Japanese Yen, borrowings under a term loan of $50.0 million under the Company’s Amended Credit Facility denominated in U.S. dollars and a line of credit borrowing of $155.0 million under the Company’s Amended Credit Facility denominated in U.S. dollars. As such, the Company is exposed to market risks arising from changes in interest rates. An increase in the interest rate of these borrowings of 1% would have resulted in additional interest expense of $1.3 million and $3.9 million for the three and nine months ended March 31, 2019.

The Company’s management evaluated, with the participation of the Company’s President and Chief Executive Officer, and the Company’s Chief Financial Officer and Treasurer, the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company’s disclosure controls were designed to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. However, the controls have been designed to provide reasonable assurance of achieving the controls’ stated goals. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q.

No changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) were implemented during the Company’s most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

The Company and its subsidiaries are involved from time to time in various claims, lawsuits, and regulatory proceedings incidental to its business. The resolution of each of these matters is subject to various uncertainties, and it is possible that these matters may be resolved unfavorably to the Company. Management believes, after consulting with legal counsel, that the ultimate liabilities, if any, resulting from these legal and regulatory proceedings will not materially affect the Company’s financial condition, liquidity or results of operations.

In addition to the other information set forth in this Quarterly Report on Form 10-Q, carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Current Report on Form 8-K dated December 27, 2018 for the year ended June 30, 2018, and in the section entitled “Risk Factors” in the joint proxy statement/prospectus filed the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on February 8, 2019 in connection with our pending acquisition of Finisar, any of which could materially affect our business, financial condition or future results. Those risk factors are not the only risks facing the Company. Additional risks and uncertainties not currently known or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

In August 2014, the Company’s Board of Directors authorized the Company to purchase up to $50 million of its Common Stock through a share repurchase program (the “Program”) that calls for shares to be purchased in the open market or in private transactions from time to time. The Program has no expiration and may be suspended or discontinued at any time. Shares purchased by the Company are retained as treasury stock and available for general corporate purposes. As of March 31, 2019, the Company has cumulatively purchased 1,316,587 shares of its Common Stock pursuant to the Program for approximately $19.0 million. The dollar value of shares that may yet be purchased under the Program is approximately $31.0 million.

The following table sets forth repurchases of our Common Stock during the quarter ended March 31, 2019:

						Total Number of		Dollar Value of
						Shares Purchased		Shares That May
						as Part of Publicly		Yet be Purchased
	Total Number of			Average Price Paid		Announced Plans or		Under the Plan or
Period	Shares Purchased			Per Share		Programs		Program
January 1, 2019 to January 31, 2019		-		$	-		-	$	30,906,904
February 1, 2019 to February 28, 2019		24,922	₍₁₎	$	37.80		-	$	30,906,904
March 1, 2019 to March 31, 2019		785	₍₁₎	$	40.25		-	$	30,906,904
Total		25,707		$	37.87		-

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.

PENNSYLVANIA		25-1214948
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

375 Saxonburg Boulevard
Saxonburg, PA		16056
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	IIVI	Nasdaq Global Select Market

		Page No.

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets – March 31, 2019 and June 30, 2018 (Unaudited)	3

	Condensed Consolidated Statements of Earnings – Three and nine months ended March 31, 2019 and 2018 (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income – Three and nine months ended March 31, 2019 and 2018 (Unaudited)	6

	Condensed Consolidated Statements of Cash Flows – Nine months ended March 31, 2019 and 2018 (Unaudited)	7

	Condensed Consolidated Statements of Shareholders’ Equity – Three and nine months ended March 31, 2019 and 2018 (Unaudited)	8

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	39

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Issuer Purchases of Equity Securities	40

Item 6.	Exhibits	41

Net cash paid at acquisition	$	27,959
Fair value of cash earn out arrangement		1,776
Purchase price	$	29,735

	Interest	Ownership % as of	Equity as of
Location	Type	March 31, 2019	March 31, 2019 ($000)
USA	Equity Investment	93.8%	$	58,174


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

Assets
Accounts receivable	$	1,800
Property, plant & equipment		300
Intangible assets		9,100
Goodwill		19,700
Total assets acquired	$	30,900

Liabilities
Non-Interest bearing liabilities	$	1,165
Total liabilities assumed		1,165
Net assets acquired	$	29,735

Fiscal Year Ending June 30,	Amount
Remaining 2019	$	4,500
2020		17,900
2021		16,600
2022		14,900
2023		14,500

	Significant
	Unobservable Inputs
	(Level 3)
Balance at July 1, 2018	$	7,429
Contingent earnout arrangements:
Payments		(3,540	)
Changes in fair value recorded in other expense (income)		(940	)
Other earnout arrangements		4,397
Balance at March 31, 2019	$	7,346

Fiscal Year Ending June 30,	Amount
2019 (remaining)		581
2020		2,355
2021		2,419
2022		2,486
2023		2,554
Thereafter		24,740

Total minimum lease payments	$	35,135
Less amount representing interest		10,535

Present value of capitalized payments	$	24,600

Exhibit Number	Description of Exhibit	Reference

10.01	Credit Agreement, dated March 4, 2019, by and among II-VI Incorporated, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the other lenders party thereto	Filed herewith.

31.01	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.02	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.01	Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith.

32.02	Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. § 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Furnished herewith.

101	Interactive Data File	Filed herewith.

	II-VI INCORPORATED
	(Registrant)

Date: May 9, 2019	By:	/s/ Vincent D. Mattera, Jr.
		Vincent D. Mattera, Jr
		President and Chief Executive Officer

Date: May 9, 2019	By:	/s/ Mary Jane Raymond
		Mary Jane Raymond
		Chief Financial Officer and Treasurer

	March 31,		June 30,
	2019		2018
Raw materials	$	122,416	$	97,502
Work in progress		101,320		83,002
Finished goods		78,125		67,764
	$	301,861	$	248,268

	March 31,			June 30,
	2019			2018
Land and improvements	$	8,992		$	9,072
Buildings and improvements		230,024			216,507
Machinery and equipment		718,020			633,934
Construction in progress		85,153			88,350
		1,042,189			947,863
Less accumulated depreciation		(472,660	)		(422,973	)
	$	569,529		$	524,890