FORM 10-K/A
(Amendment No. 1)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
for the fiscal year ended June 30, 2002
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the transition period
from to .
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Commission File Number: 0-16195
II-VI INCORPORATED
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1214948
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
375 Saxonburg Boulevard
Saxonburg, PA 16056
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 724-352-4455
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value.
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of outstanding Common Stock, no par value, held
by non-affiliates of the Registrant at September 10, 2002, was
approximately $144,552,000 based on the closing sale price reported on
the Nasdaq National Market for September 10, 2002. For purposes of
this calculation only, directors and executive officers of the
Registrant and their spouses are deemed to be affiliates of the
Registrant.
Number of outstanding shares of Common Stock, no par value, at
September 10, 2002, was 14,040,374. All share and per share
information included in this Form 10-K reflects the two-for-one stock
split effected on September 20, 2000.
EXPLANATORY NOTE
This amended annual report on Form 10-K/A (the "Amendment") of
II-VI Incorporated (the "Company") is being filed solely for the
purpose of amending Item 8 and Item 15 to correct certain clerical
formatting errors which occurred in the electronic preparation process
and appear in the annual report on Form 10-K filed on September 27,
2002 (the "Original Filing"). Item 8, as corrected, is consistent
with the financial statements and notes thereto as presented in the
Company's Annual Report to Shareholders.
For ease of reference, Items 1 through 7 and Items 9 through 14
are being reproduced in this Amendment as they appear in the Original
Filing without modification.
The filing of this Amendment is not an admission that the Original
Filing (i) included any untrue statement of a material fact or omitted
to state a material fact necessary to make a statement not misleading
and (ii) did not fairly present in all material respects the financial
condition, results of operations and cash flows of the Company.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement, which
will be issued in connection with the 2002 Annual Meeting of
Shareholders, are incorporated by reference into Part III of this
annual report on Form 10-K.
Forward-Looking Statements
This annual report on Form 10-K (including certain information
incorporated herein by reference) contain forward looking statements
as defined by Section 21E of the Securities Exchange Act of 1934, as
amended, including the statements regarding projected growth rates,
markets, product development, financial position, capital expenditures
and foreign currency hedging. Forward-looking statements are also
identified by words such as "expects," "anticipates," "intends,"
"plans," "projects" or similar expressions.
Actual results could materially differ from such statements due
to the following factors: materially adverse changes in economic or
industry conditions generally (including capital markets) or in the
markets served by the Company, the development and use of new
technology and the actions of competitors. Other important factors
and uncertainties include, but are not limited to the Risk Factors set
forth in Item 7.
PART I
ITEM 1. BUSINESS
Introduction
II-VI Incorporated ("II-VI" or the "Company") was incorporated in
Pennsylvania in 1971. Our executive offices are located at 375
Saxonburg Boulevard, Saxonburg, Pennsylvania 16056. Our telephone
number is 724-352-4455. Reference to the "Company" or "II-VI" in this
Form 10-K, unless the context requires otherwise, refers to II-VI
Incorporated and its wholly-owned subsidiaries: VLOC Incorporated;
II-VI Delaware, Incorporated; II-VI Holdings B.V.; II-VI Japan
Incorporated; II-VI Singapore Pte., Ltd.; II-VI Acquisition Corp.; II-
VI Optics (Suzhou) Co. Ltd.; II-VI International Pte., Ltd.; II-VI
U.K. Limited; and Laser Power Corporation and its wholly-owned
subsidiaries: EMI Acquisition Corporation; Exotic Materials,
Incorporated; Laser Power Optics de Mexico S.A. de C.V.; Laser Power
Europe N.V.; and Laser Power FSC, Ltd. eV PRODUCTS operates as a
division of II-VI Incorporated. The Company's name is pronounced
"Two-Six Incorporated." The majority of our revenues are attributable
to the sale of optical components for the industrial laser processing
industry.
Information Regarding Market Segments and Foreign Operations
Our business comprises three segments: (i) the design,
manufacture and marketing of optical and electro-optical components,
devices and materials for infrared, near-infrared and visible-light
instrumentation, (ii) the manufacture and marketing of x-ray and
gamma-ray instrumentation and (iii) the Company's Laser Power
Corporation subsidiary acquired in fiscal 2001.
Financial data regarding our revenues, results of operations,
industry segments and international sales for the three years ended
June 30, 2002 is set forth on the Consolidated Statements of Earnings
and on Note J of the Company's Consolidated Financial Statements
included in this Form 10-K.
General Description of Business
We develop, manufacture and market high technology materials and
derivative products for precision use in industrial, medical,
telecommunications, military and aerospace applications. We use
advanced material growth technologies coupled with proprietary high
precision fabrication, micro-assembly, and thin-film coating
production processes. The resulting optical and optoelectronic
devices are supplied to manufacturers and users of a wide variety of
laser, detection, military and telecommunication components and
systems. A key strategy is to develop and manufacture complex
materials from elements of chemistry's periodic table. We focus on
providing critical products to the heart of our customer's assembly
lines for products such as high power laser material processing
systems, military fire control and missile guidance devices and
advanced medical x-ray systems. We believe we are a market leader for
high power (CO2) and YAG laser optical elements, military infrared
optical components, and x-ray and gamma ray detectors for both the
medical and nuclear radiation industries.
Our United States production operations are located in
Pennsylvania, Florida, California and New Jersey and our international
production operations are based in Singapore, China, Mexico and
Belgium. In addition to sales offices at each of our manufacturing
sites we have sales and marketing subsidiaries in Japan and the United
Kingdom. Approximately 39% of our revenues are for product sales
outside of the United States.
Our primary products are key optical and optoelectronic
components used in the laser, military and nuclear radiation detection
industries.
- Our laser-related products include laser gain materials for
solid-state lasers and many of the high precision optical
elements used to focus and direct laser beams to target or work
surfaces. The majority of our laser products require advanced
optical materials that are internally produced. Our vertical
integration from material growth, through fabrication and thin-
film coating provides us with a significant competitive
advantage.
- Our military infrared products include targeting and navigation
systems that utilize advance optical materials. The vertical
integration of our manufacturing processes for these military
applications provides us with a significant competitive
advantage.
- Nuclear radiation detector products are based on the
semiconductor material Cadmium Zinc Telluride (CdZnTe). These
detectors are attractive to customers due to the increased
performance, reduced size, improved ruggedness and lower
voltage requirements as compared to traditional technologies.
We are at the forefront of advanced material growth research,
development and high volume production. Over the past five years we
have expanded our material growth development to include single
crystal Silicon Carbide (SiC) for use in blue and green Light Emitting
Diodes (LEDs), diode lasers and high performance electronics. In
fiscal 2002, we acquired the Litton Systems Inc. Silicon Carbide Group
to complement the Company's SiC development activities and to
accelerate our product to market. Significant progress has been made
in this relatively short development period and at the present time we
are working closely with potential customers to qualify and further
develop our products.
Our Markets
Our business is comprised of four markets:
1) Design, manufacture and marketing of optical and electro-
optical components, devices and materials for infrared, near
infrared and visible light lasers and instrumentation by our
II-VI business units and VLOC subsidiary.
2) Manufacture and marketing of x-ray and gamma-ray solid-state
radiation detectors and components for medical, industrial,
environmental and scientific instruments by our eV PRODUCTS
division.
3) Design, manufacture and marketing of infrared products for
military applications and optical and electro-optical
component devices for infrared lasers by our Laser Power
Corporation subsidiary acquired in fiscal 2001.
4) Development of single crystal growth and fabrication of
Silicon Carbide (SiC) substrates for use in the manufacture
of devices such as high temperature electronics and blue and
green high brightness LEDs by our Wide Band Gap (WBG) group.
Our reportable segments, in accordance with Statement of
Financial Accounting Standards No. 131, ''Disclosures About Segments
of an Enterprise and Related Information,'' currently are optical
components (which encompasses markets 1 and 4 above), radiation
detectors (which is market 2 above) and the Company's Laser Power
Corporation subsidiary (which is market 3 above).
Laser Components Market. In recent years, increases in laser
component consumption have been driven by continued worldwide
proliferation of laser processing applications. Manufacturers are
seeking solutions to increasingly complex demands for quality,
precision, speed, throughput, flexibility, automation and cost
control. High power CO2 and YAG lasers provide these benefits in a
wide variety of cutting, welding, drilling, ablation, balancing,
cladding, heat treating, and marking applications. For example,
automobile manufacturers use lasers to facilitate rapid prototyping,
production simplification, efficient sequencing, and computer control
on high throughput production lines. Manufacturers of recreation
vehicles, motorcycles, lawn mowers and garden tractors cut, trim and
weld metal parts with lasers to achieve flexibility, high consistency,
reduced post processing and lower costs. Furniture manufacturers
utilize lasers to provide easily reconfigurable, low-distortion, low-
cost prototyping and production capabilities that facilitate the
manufacturing of customer specified designs. On high-speed processing
lines, laser marking provides automated date coding for food packaging
and computer driven container identification for pharmaceuticals.
We provide optical elements and components for both CO2 and YAG
laser systems. In addition to use by original equipment manufacturers
(OEMs), a replacement part aftermarket exists in support of an
estimated current worldwide installed base of over 100,000 industrial
YAG and CO2 lasers.
Solid-State Radiation Detection Market. Solid-state radiation
detectors and components are sold primarily to companies engaged in
the manufacture of medical diagnostic, medical imaging or industrial
gauging/inspection, security and monitoring equipment. In an
increasing number of applications, the use of gamma- or x-ray
radiation enables more rapid and accurate measurement of medical
conditions, industrial quality and early detection and identification
of nuclear materials and threatening objects. Solid-state detectors
based on CdZnTe are making inroads against older, more established
technologies such as cryogenically cooled germanium detectors or
sodium iodide scintillators coupled to photomultiplier tubes. CdZnTe
detectors have already been substituted for these older technologies
in applications where increased accuracy, simpler operation,
portability and lower cost are required. CdZnTe is beginning to
enable new medical, industrial and security/monitoring applications
not feasible with the older technologies and is used routinely in
cancer probes, bone densitometry systems and process control systems.
We believe the annual worldwide market for all solid-state
radiation detectors is currently over $250 million and growing at 10%
per year. Digital radiography (the recording of digital x-ray images)
represents the largest market segment followed in order by nuclear
medicine (the detection or imaging of radioactively tagged materials
in the body), industrial gauging, radiation monitoring and nuclear
safeguards/non-proliferation. Presently, we believe that the
addressable CdZnTe market has grown to represent $50 million of the
worldwide solid-state radiation detector market.
During the next several years, the performance of CdZnTe and
other solid-state detectors will be improved through additional
research and development, creating the potential for digital imaging
to replace x-ray film in a myriad of traditional radiography
applications.
We believe that the market for CdZnTe detectors and imagers will
grow faster than the overall market rate of 10% because of several
factors, including:
- the strong migration toward ''film-less'' detection methods
that enable the direct recording of digital images or videos
which can be stored, recalled and transmitted via the Internet;
- the desire for lower radiation dosage;
- the desire for simpler and safer operation at room temperature;
- the increasing requirement that equipment be ''intrinsically
safe'' in environments where a spark might start a fire;
- the general trend towards equipment miniaturization; and
- the need to inspect, document and control quality at additional
points within the manufacturing process in a wide range of
industries; for example, the measurement and control of film
thickness during the painting of automobile bodies.
Equipment manufacturers increasingly desire to procure fully
tested, packaged components rather than devices that must be qualified
and assembled. We believe that this trend will require leading
suppliers to provide products containing ever-higher levels of signal
processing and, as a result, the market will place high value on
suppliers having strong applications engineering capabilities and a
focus on customer relationships.
Military Infrared Optics Market. The military infrared optics
market is comprised of a demand for several critical products
primarily windows, window assemblies and domes. Windows and window
assemblies are utilized in thermal imaging systems that provide night
vision, targeting, and navigation systems. These systems are
installed in various platforms, including ground vehicles, helicopters
and fixed-wing aircraft. Domes are utilized as a protective cover for
infrared guided missiles. Missile sizes range from small, man-
portable designs to larger designs mounted on ground vehicles,
helicopters and fixed-wing aircraft. These infrared optics products
are sold primarily to the U.S. government and its prime contractors
for use in night vision, thermal imaging and guidance systems.
Currently, the demand for military optics is being driven by
upgrades to existing platforms such as the F-16 and F-18 fighter
aircraft and the introduction of high performance/lower cost mid-wave
infrared sensors. This complements the current market of long-wave
infrared optical products that we have traditionally produced while
providing
additional growth. Demand for mid-wave infrared optical components
from materials such as sapphire, ALON and Spinel will likewise
increase to meet this demand.
The U.S. government is directing several research and development
programs to field defensive anti-missile systems using laser
technology. An example of such programs is the Air Borne Laser (ABL)
program. These programs require high performance coatings that must
withstand extremely high laser energies and must be reliably coated
onto large aperture optics including windows, domes and mirrors.
Silicon Carbide Electronic Materials Market. Silicon carbide is
a wide band gap semiconductor material that offers high-temperature,
high-power and high-frequency capabilities in applications that are
rapidly emerging at the high-performance end of the optoelectronic,
telecommunication, power distribution and transportation markets.
Silicon carbide has certain inherent physical and electronic
advantages over competing semiconductor materials such as silicon and
gallium arsenide, including the ability to operate at up to 400
degrees Centigrade (750 degrees Fahrenheit) and the capability to
conduct up to twice the amount of heat away from operating devices.
Typically, either silicon carbide or gallium nitride layers are
deposited on a silicon carbide substrate and the desired
optoelectronic or electronic devices are fabricated in the resulting
material structure. Silicon carbide based structures are being
developed and deployed for the manufacture of a wide variety of
microwave and power switching devices while gallium nitride based
structures are already standard for the manufacture of blue and green
light emitting diodes and blue laser diodes.
We believe that wide band gap semiconductor devices incorporating
silicon carbide materials technology will penetrate a wide range of
applications in the optoelectronic, telecommunication, power
distribution and transportation markets during the next decade. For
instance, blue and green LEDs built on silicon carbide substrates
offer the promise of higher output power than devices currently built
on less expensive but thermally insulating sapphire substrates. The
realization of this promise will establish silicon carbide substrates
as an important building block in high brightness computer driven
signs or displays, in high brightness automotive lighting and in the
replacement of incandescent and eventually fluorescent lighting by
high power, high efficiency solid-state lamps. High power, high
frequency silicon carbide microwave devices promise to rival gallium
arsenide devices in telecommunication base station transmitters and
silicon devices in both commercial and military air traffic radar
applications. Silicon carbide high power, high-speed switching
devices promise to improve the performance and reliability of utility
transmission and distribution systems and for motor controls in a wide
variety of applications. These devices could also play a key role in
the evolution of the electric car.
Our Strategy
Our strategy is to build businesses with world-class, high
technology materials capabilities at their core. The following
current business activities follow this model: CO2 and infrared
optics based on Zinc Selenide (ZnSe) and Zinc Sulfide (ZnS), near
infrared and visible laser components based on YAG and Yttrium Lithium
Fluoride (YLF), and solid-state radiation detectors based on CdZnTe.
Consistent with this strategy, our initiative to enter the
optoelectronic and electronic substrates business is predicated on the
establishment of Silicon Carbide (SiC) capabilities. In every case,
we subsequently manufacture precision parts and components from these
materials using established but evolving expertise in low damage
surfacing and micro fabrication, thin-film coating, and exacting
metrology. A substantial portion of our business is based on long-
term contracts with market leaders, which enables substantial forward
planning and production efficiencies. In addition, industry leading
product quality and delivery performance allows us to achieve
comparatively high operating margins in major segments of our
business. We intend to capitalize on the execution of this proven
model and continually gain market share for laser optics and
components, solid-state radiation detectors, telecommunication devices
and optoelectronic/electronic materials and substrates.
- Continue Investment to Gain CO2 and YAG Market Share Worldwide.
We continually invest in our manufacturing operations worldwide
to increase production capacity.
- Enhance Our Reputation as a Worldwide Quality and Customer
Service Leader. We are committed to understanding our
customers' needs and exceeding their expectations. We have
established ourselves as a consistent high quality supplier of
components into our customers' assembly lines. In many cases
we deliver on a just in time (JIT) basis. We believe our on-
time delivery record and product return rates are the best in
the industries we serve. Our quality mission statement is, ''We
pledge to exceed our internal and external customer
requirements through employee dedication to continuous
improvement.''
- Pursue Strategic Acquisitions and Alliances. Some of the
markets we participate in remain fragmented and we expect
consolidation to occur over the next several years. We will
pursue strategic acquisitions and alliances with companies
whose products or technologies compliment our current products,
expand our market coverage, increase our addressed market or
create synergies with our current capabilities. We intend to
identify acquisition opportunities that accelerate our access
to emerging high growth segments of the markets we serve.
- Pursue Military Infrared Systems Programs. We believe our
Laser Power Corporation subsidiary is a leading supplier of
optics for military infrared systems. The Exotic Electro-
Optics (EEO) subsidiary of Laser Power Corporation is committed
to capturing new military contracts and currently has
significant contracts in place with every major military prime
contractor. Our Large Optics Coating Facility (LOCF) will
enable us to pursue the increased U.S. government defense
funding for programs directed towards defensive anti-missile
systems using laser technology. This facility is unique in the
industry placing itself as one of the few coating laboratories
to provide high performance coatings that must withstand
extremely high laser energies. Laser Power has several
proprietary coatings that are the enabling technology for these
systems.
- Continue Extension of Technology Leadership in the Gamma- and
X-ray Detector Field. We believe our eV PRODUCTS division is
the leader in the manufacture of solid-state gamma- and x-ray
detector devices and components. CdZnTe handheld probes in the
medical field allow the introduction of new cancer location
techniques. CdZnTe based imaging arrays are being introduced
in nuclear medicine. CdZnTe is being developed for real time
x-ray radiography, which will allow a physician to view
relevant parts of the body in real time using a fraction of the
x-ray dose required with film. In addition, CdZnTe is drawing
attention from the Transportation Safety Administration (TSA)
for use in baggage and package inspection systems. Our eV
PRODUCTS division is working on these medical, industrial and
security applications with market leaders worldwide. The high
pressure Bridgman growth process for producing CdZnTe is a
materials expertise unique to the Company.
- Utilize Proven Materials Growth Expertise to Perfect Silicon
Carbide (SiC). We are a proven provider of hard to grow
materials and opto-electronic crystals. We intend to leverage
our skills and experiences in commercially producing ZnSe, ZnS,
CdZnTe, YAG and YLF to move rapidly forward with our SiC
development program. We intend to gain market share and become
a reliable second source of SiC substrates to the worldwide
marketplace. We will utilize our low damage fabrication
experience and exacting metrology in achieving this position.
Our Products
Our products include optical, optoelectronic and electronic
materials, devices and components for use in laser, detection,
military, telecommunication and advanced electronic and optoelectronic
applications. These products are sold to laser system manufacturers
and end-users, military laser system and defense suppliers,
manufacturers of nuclear radiation detection systems and component
suppliers to the optoelectronic and electronic industries.
Laser Components. We supply a broad line of precision optical
components such as lenses, waveplates, and mirrors to the CO2 laser
market. CO2 lasers are used in a wide variety of industrial processes
including cutting, welding, drilling, marking and heat treating of
materials such as steel alloys, non-ferrous metals, plastics, wood,
paper, fiberboard, ceramics and composites. CO2 lasers are also used
in cosmetic and invasive medical surgery. Our precision optical
components are used to regulate the amount of laser energy, enhance
the properties of the laser beam, and focus and direct laser beams to
a target work surface. The optical components include both reflective
and transmissive optics and are made from materials such as ZnSe,
Copper, Silicon and Germanium. Transmissive optics used with CO2
lasers are predominately made from ZnSe. We are the largest
manufacturer in the world of ZnSe providing us with a significant cost
advantage. We believe our ZnSe production capability, high precision
fabrication operations and proprietary thin-film coating technology
has earned us a reputation as the quality leader in this world market.
Additionally, we supply replacement optics and refurbishing
services to end users of CO2 lasers. Over time optics may become
contaminated and must be replaced to maintain efficient laser
operations. This aftermarket portion of our business continues to
grow as laser applications proliferate worldwide.
Key materials and precision optical components for YAG and other
solid-state laser systems are part of our product offering. The
increasing power levels and reduced operating costs of evolving YAG
laser systems are enabling this technology to address new
applications. YAG lasers are now used in high power application such
as cutting, welding, marking and date coding. Additionally, YAG laser
energy can be delivered through optical fibers, which provides high
flexibility beam delivery systems.
We supply a family of standard and custom laser gain materials
and optics for industrial, medical, scientific and research YAG
lasers. Our YAG laser gain materials are produced to stringent
industry specifications and precisely fabricated into rods or slabs.
Additionally, we offer waveplates, polarizers, lenses, prisms and
mirrors for visible and near-infrared applications which are used to
control or alter visible or near-infrared energy and its polarization.
Solid-State Radiation Detectors. We design, manufacture and
market CdZnTe room temperature, solid-state radiation detectors
combined with custom-designed low noise electronics and imbedded
systems. New and expanding applications in industry, medicine,
security and research are fueling increased demand for our products.
Our solid-state CdZnTe nuclear radiation detectors are attractive
because of their reduced size, improved ruggedness, and lower voltage
requirements as compared to traditional detectors based on
scintillator/photomultiplier or cooled germanium technologies.
CdZnTe-based imaging arrays can be used in both nuclear medicine
(internally emitted gamma-rays) and radiography (x-rays from an
external source). In nuclear medicine, CdZnTe makes feasible a new
generation of gamma cameras, offering much improved position
sensitivity and the ability to produce images using lower doses of
injected radioactivity. In radiography, higher density CdZnTe can
provide much improved sensitivity to the higher x-ray energies used in
some of the newer diagnostic techniques. Direct-read digital
radiography cameras are being developed which, if successful, will
allow the physician to view the relevant part of the body in real
time, reducing the time required for diagnosis. In security
applications, the unique properties of CdZnTe can provide additional
information during a normal baggage scan that allow the system to not
only show the image of a suspicious object, but more importantly, tell
the operator the material or chemical composition of the item.
Military Infrared Optics. We produce optics for military
infrared systems including thermal imaging, night vision, targeting,
and navigation systems. These optics comprise missile domes, electro-
optical windows and assemblies and imaging lenses and filters. Our
precision optical products utilize optical materials consisting of
zinc selenide, zinc sulfide, germanium, silicon, sapphire, AMTIR,
ALON, and Spinel. The vertical integration of our manufacturing gives
us a unique capability to design, fabricate, coat, and assemble these
complex systems in-house. These products are currently utilized on
the M1 tank, Apache Helicopter, F-14 and F-16, military aircraft, and
others, as well as future platforms including the Joint Strike Fighter
(JSF).
Research, Development and Engineering
Our research and development effort calls for the pursuit of a
program of internally funded and contract research and development
totaling between 5 and 8 percent of product sales. From time to time
the ratio of contract to internally funded activity varies
significantly due to the unevenness and uncertainty associated with
most government research programs. We are committed to accepting only
funded research that ties closely to our growth plans.
We devote significant resources to research, development and
engineering programs directed at the continuous improvement of
existing products and processes and to the timely development of new
technologies, materials and products. We believe that our research,
development and engineering activities are essential to our ability to
establish and maintain a leadership position in each of the markets
that we serve. As of June 30, 2002 we employed 148 people in
research, development and engineering functions, 124 of which are
engineers or scientists. In addition, manufacturing personnel support
or participate in research and development on an ongoing basis.
Interaction between the development and manufacturing functions
enhances the direction of projects, reduces costs and accelerates
technology transfers.
During the past year, we have made focused investments in:
- Silicon Carbide Substrate Technology: In fiscal 2002, we
acquired the Litton Systems Inc. Silicon Carbide Group to
complement the Company's SiC development activities. We
presently have several crystal growth furnaces producing
silicon carbide at both our Pennsylvania and New Jersey
manufacturing facilities. In
addition, slicing and substrate polishing facilities are in
place and qualification products are being sampled by key
customers.
- Large Diameter YAG Manufacturing: Our research and development
activities in this area are focused on producing materials that
will accelerate the evolution of kilowatt-class YAG lasers.
Achievements in process control and reliability are rapidly
transferred into production at our Florida manufacturing
facility, largely due to effective teamwork and crossover
between our development and manufacturing personnel.
- High Performance CdZnTe Materials: The marketplace success of
eV PRODUCTS depends on our capability and capacity to produce
radiation detectors with ever-higher sensitivity, resolution
and efficiency at lower cost. Key advancements have been
achieved and will continue to be sought in the production of
larger single crystal ingots as well as in the fabrication
techniques for the manufacture of monolithic arrays of closely
spaced detectors. As improved performance is indicated, new
applications and market potential are opened to CdZnTe
products.
The development of our products and processes is largely based on
proprietary technical know-how and expertise. We rely on a
combination of contract provisions and trade secret laws to protect
our proprietary rights. When faced with potential infringement, we
have in the past and will continue to protect our rights.
Research, development and engineering expenditures were $11.3
million, $8.1 million and $4.0 million for the fiscal years ended June
30, 2002, 2001 and 2000, respectively. For these same periods, the
customer and government funded portions of these expenditures were
$7.6 million, $5.1 million and $1.7 million.
Marketing and Sales
We market our products through a direct sales force in North
America, Japan, Southeast Asia, Belgium and the UK, and through
representatives and distributors elsewhere in Europe, Asia, and South
America. Our market strategy is focused on building market awareness
and acceptance of our products. New products are constantly being
produced and sold to our established customers in the laser component
market places.
Each of our product lines is responsible for their own worldwide
marketing and sales functions, as follows:
1) The laser component businesses share many common customers and
sell through our subsidiaries II-VI Japan Incorporated and II-
VI U.K. Limited as well as through a common distributor in
most of Europe. In Germany, we recently established a new
joint venture with L.O.T.-Oriel Laser Optik Technologie
Holding GmbH and L.O.T. - Oriel Laser Optik GmbH & Co. KG of
Darmstadt, Germany (collectively L.O.T.) to distribute II-VI
Incorporated and Laser Power Corporation products. (See Note
M to the Consolidated Financial Statements.)
2) The eV PRODUCTS marketing and sales initiative is handled
through a direct sales force in the US coupled with
manufacturers' representatives. An array of distributors and
representatives are used throughout the rest of the world.
3) The military infrared products marketing and sales initiative
is handled through a direct sales force in the United States.
4) The management and technical staff work closely with potential
customers providing samples and deliverable products from our
wide band gap wafer materials activities in SiC.
Our sales force develops close relationships with our OEM and
end-user customers worldwide. All divisions actively market their
products through targeted mailings, telemarketing, select advertising
and attendance at trade shows. Our sales force includes a highly
trained team of application engineers to assist customers in
designing, testing and qualifying our parts as key components of our
customers' systems. As of June 30, 2002, we employed 60 individuals
in sales, marketing and support.
Manufacturing Technology and Processes
A majority of the products we produce depend on our ability to
manufacture difficult optical, opto-electronic or electronic
materials. The table below shows these key materials and the
processes used to produce them.
Materials
Product Line Produced Growth Process Utilized
------------ --------- -----------------------
- Laser Components ZnSe and ZnS Chemical Vapor Deposition
- Laser Components YAG and YLF Czochralski
- Solid-State Detectors CdZnTe High Pressure Bridgman and
Conventional Bridgman
- SiC Substrates SiC Physical Vapor Transport
and Axial Gradient
Transport
The ability to produce these difficult materials and to control
the quality and yields is an expertise of II-VI. Processing of these
materials into finished products is difficult to accomplish; yet the
quality and reproducibility of these products are critical to the
performance of our customer's instruments and systems. In the markets
we serve there are a limited number of suppliers of many of the
components we manufacture.
The network of our worldwide manufacturing sites allows products
to be produced in regions that provide cost-effective advantages. We
believe our cost to produce our infrared and near infrared components
are the lowest among all competitors. We employ numerous advanced
manufacturing technologies and systems in all product-manufacturing
facilities. These include automated CNC optical fabrication, high
throughput thin-film coaters, micro precision metrology and custom-
engineered automated furnace controls for the crystal growth
processes. Producing products for use across the electromagnetic
spectrum requires the capabilities to repeatedly produce products with
high yields to tolerances in the nanometer range. We embody a
technology and quality mindset that gives our customers the confidence
to utilize our products in a just in time basis straight into the
heart of their production lines.
Sources of Supply
The major raw materials we use are Zinc, Selenium, Hydrogen
Selenide, Hydrogen Sulfide, Cadmium, Tellurium, Yttrium Oxide,
Aluminum Oxide and Iridium. We produce virtually all of our Zinc
Selenide requirements internally, although small quantities of Zinc
Selenide may be purchased from outside vendors from time to time. We
also purchase Zinc Sulfide, Gallium Arsenide, Copper, Silicon,
Germanium, Quartz, optical glass and small quantities of other
materials for use as base materials for laser optics. We purchase
Thorium Fluoride and other materials for use in optical fabrication
and coating processes. There are more than two external suppliers for
all of the above materials except for Zinc Selenide, Zinc Sulfide,
Hydrogen Selenide and Thorium Fluoride, for each of which there is
only one proven source of merchant supply. For most materials, we
have entered into annual purchase arrangements whereby suppliers
provide discounts for annual volume purchases in excess of specified
amounts.
The continued high quality of these materials is critical to the
stability of our manufacturing yields. We conduct testing of
materials at the onset of the production process to meet evolving
customer requirements. Additional research may be needed to better
define future starting material specifications. We have not
experienced significant production delays due to shortages of
materials. However, we do occasionally experience problems associated
with vendor supplied materials not meeting contract specifications for
quality or purity. A significant failure of our suppliers to deliver
sufficient quantities of necessary high-quality materials on a timely
basis could have a materially adverse effect on our results of
operations.
Customers
Our customer base for our laser component products consists of
over 5,000 customers worldwide.
The three main groups of customers for our laser component
products are as follows:
- Leading original equipment manufactures and system integrators
of high power industrial, medical and military laser systems,
- Laser end users who require replacement optics for their
existing laser systems, and
- Scientific and military customers, including the U.S. military
and its allies, for use in advanced targeting, navigation and
infrared imaging systems.
For our solid-state radiation detector products, our customers
are manufacturers of equipment and devices for industrial process
control, nuclear medicine, x-ray imaging, environmental monitoring,
nuclear safeguards and nonproliferation, and health physics. We are
currently dependent on a limited number of key customers for this
product line.
Our silicon carbide electronic materials product sales to date
have been limited and we do not have an established customer base for
this product line.
Competition
We believe that we are a leading producer of products and
services in our addressed markets. In the area of commercial infrared
laser optics and materials, we believe we are an industry leader. We
are a leading supplier of infrared optics used in complex military
assemblies for targeting, navigation and thermal imaging systems to
every major military prime contractor. We are a leading supplier of
CdZnTe substrates and devices for x-ray and gamma-ray detectors and
components. We are a significant supplier of YAG rods and YAG laser
optics to the worldwide markets of scientific, research, medical and
industrial laser manufacturers.
We compete on the basis of product quality, delivery time, strong
technical support and pricing. Management believes that we compete
favorably with respect to these factors and that our vertical
integration, manufacturing facilities and equipment, experienced
technical and manufacturing employees, and worldwide marketing and
distribution provide competitive advantages.
We have a number of present and potential competitors, many of
which have greater financial, selling, marketing or technical
resources. A competitor of our production of ZnSe is a division of
Rohm and Haas Company. The competitors producing infrared and CO2
laser optics include Sumitomo in Japan and Ophir Optronics in Israel
as well as several companies producing limited quantities of infrared
and CO2 laser optics. Competing producers of YAG materials and optics
include the Poly-Scientific Division of the Northrop Grumman Component
Technologies Sector and a division of Saint-Gobain. Competing
producers of infrared optics for military applications are in-house
fabrication and thin film coating capabilities of major military prime
contractors, such as Raytheon Corporation. Competing producers of
CdZnTe and CdZnTe detectors include Acrorad in Japan and Imarad in
Israel.
In addition to competitors who manufacture products similar to
those we produce, there are other technologies or materials that may
compete with our products.
Bookings and Backlog
We define our bookings during a fiscal period as incoming orders
believed to be deliverable to customers in the next twelve months net
of any order cancellations. Certain long-term research and
development contracts exceeding twelve-month may be booked in their
entirety, but in no event would exceed twenty-four months. For the
year ended June 30, 2002, our bookings were $117.0 million compared to
bookings of $132.7 million for the year ended June 30, 2001. We
believe that the decrease in bookings was driven by the weak worldwide
economy and industrial demand. Many large one-year blanket orders
were not cancelled, but were pushed out three to six months due to
weakened industrial demand.
We define our backlog as customer orders available for shipment
in the next twelve months and certain long-term research and
development contracts not exceeding twenty-four months as of the end
of the fiscal period. As of June 30, 2002, our backlog was $48.0
million compared to $44.7 million at June 30, 2001. The increase in
backlog is primarily reflective of strong second half bookings, more
specifically large one-year blanket orders recorded by the eV PRODUCTS
division, significant military orders booked at the Laser Power
Corporation and contract bookings for the development of Silicon
Carbide.
Employees
As of June 30, 2002, we employed 976 persons worldwide. Of these
employees, 148 were engaged in research, development and engineering,
613 in direct production and the balance in sales and marketing,
administration, finance and support services. Our production staff
includes highly skilled optical craftsmen. None of our employees are
covered by a collective bargaining agreement, and we have never
experienced any work stoppages. We have a long-standing policy of
encouraging active employee participation in selected areas of
operations management. We believe our relations with our employees to
be good. We reward our employees with incentive compensation based on
achievement of performance goals.
Patents, Trade Secrets and Trademarks
We rely on our trade secrets and proprietary know-how to develop
and maintain our competitive position. We have not pursued process
patents due to the disclosures required in the patent process and the
relative difficulties in successfully litigating process-type patents.
We have confidentiality and noncompetition agreements with our
executive officers and certain other personnel.
The processes and specialized equipment utilized in crystal
growth, infrared materials fabrication and infrared optical coatings
as developed by us are complex and difficult to duplicate. However,
there can be no assurance that others will not develop or patent
similar technology or that all aspects of our proprietary technology
will be protected. Others have obtained patents covering a variety of
infrared optical configurations and processes, and others could obtain
patents covering technology similar to our technology. We may be
required to obtain licenses under such patents, and there can be no
assurance that we would be able to obtain such licenses, if required,
on commercially reasonable terms, or that claims regarding rights to
technology will not be asserted which may adversely affect our results
of operations. In addition, our research and development contracts
with agencies of the United States Government present a risk that
project-specific technology could be disclosed to competitors as
contract reporting requirements are fulfilled.
We hold six registered trademarks: the II-VI INCORPORATED (R)
name; INFRAREADY OPTICS(R) for replacement optics for industrial CO2
lasers; EPIREADY(R) for low surface damage substrates for Mercury
Cadmium Telluride epitaxy; and eV PRODUCTS(R) for products
manufactured by our eV PRODUCTS division; LASER POWER CORPORATION(R)
name; MP-5(R) for low absorption coating technology. The trademarks
are registered with the United States Patent and Trademark Office, but
not with any states. We are not aware of any interference or
opposition to these trademarks in any jurisdiction.
ITEM 2. PROPERTIES
Facilities
Our headquarters are located in Saxonburg, Pennsylvania, 25 miles
north of Pittsburgh, on approximately 64 acres of land. This location
contains several manufacturing facilities totaling 171,000 square
feet. Our VLOC subsidiary maintains two manufacturing facilities in
Florida, northwest of Tampa. These locations total 65,000 square
feet. In addition, we lease manufacturing and office space in
California, New Jersey, Mexico, Singapore, China, Japan, U.K. and
Belgium totaling 184,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during
the fourth quarter of the fiscal year covered by this Form 10-K.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company and their respective ages
and positions are as follows:
Name Age Position
---- --- --------
Carl J. Johnson 60 Chairman, Chief Executive Officer and
Director
Francis J. Kramer 53 President, Chief Operating Officer and
Director
Herman E. Reedy 59 Vice President and General Manager of Quality
and Engineering
James Martinelli 44 General Manager of Laser Power Corporation
and Chief Financial Officer of II-VI
Incorporated
Craig A. Creaturo 32 Treasurer
Carl J. Johnson, a co-founder of II-VI in 1971, serves as
Chairman, Chief Executive Officer, and Director of II-VI. He served
as President of II-VI from 1971 until 1985 and has been a Director
since its founding and Chairman since 1985. From 1966 to 1971, Dr.
Johnson was Director of Research & Development for Essex
International, Inc., an automotive electrical and power distribution
products manufacturer. From 1964 to 1966, Dr. Johnson worked at Bell
Telephone Laboratories as a member of the technical staff. Dr.
Johnson completed his Ph.D. in Electrical Engineering at the
University of Illinois in 1969. He holds B.S. and M.S. degrees
in Electrical Engineering from Purdue University and Massachusetts
Institute of Technology (MIT), respectively. Dr. Johnson serves as a
director of Xymox Technologies, Inc., and Armstrong Laser Technology,
Inc.
Francis J. Kramer has been employed by II-VI since 1983 and has
been its President and Chief Operating Officer since 1985. Mr. Kramer
has served as a Director of II-VI since 1989. Mr. Kramer joined II-VI
as Vice President and General Manager of Manufacturing and was named
Executive Vice President and General Manager of Manufacturing in 1984.
Prior to his employment by II-VI, Mr. Kramer was the Director of
Operations for the Utility Communications Systems Group of Rockwell
International Corp. Mr. Kramer graduated from the University of
Pittsburgh in 1971 with a B.S. degree in Industrial Engineering and
from Purdue University in 1975 with an M.S. degree in Industrial
Administration.
Herman E. Reedy has been with II-VI since 1977 and is Vice
President and General Manager of Quality and Engineering. Previously,
Mr. Reedy held positions at II-VI as General Manager of Quality and
Engineering, Manager of Quality and Manager of Components. From 1973
until joining II-VI, Mr. Reedy was employed by Essex International,
Inc., serving last as Manager, MOS Wafer Process Engineering. Prior
to 1973, he was employed by Carnegie Mellon University and previously
held positions with SemiElements, Inc. and Westinghouse Electric
Corporation. Mr. Reedy is a 1975 graduate of the University of
Pittsburgh with a B.S. degree in Electrical Engineering.
James Martinelli has been employed by II-VI since 1986. He has
served as General Manager of Laser Power Corporation since July 2000
and Chief Financial Officer of II-VI Incorporated since 1994. Mr.
Martinelli joined the Company as Accounting Manager, was named
Controller in 1990 and named Chief Financial Officer and Treasurer in
1994. Prior to his employment by II-VI, Mr. Martinelli was Accounting
Manager at Tippins Incorporated and Pennsylvania Engineering
Corporation from 1980 to 1985. Mr. Martinelli graduated from Indiana
University of Pennsylvania in 1980 with a B.S. degree in Accounting
and is a member of the Pennsylvania Institute of Certified Public
Accountants.
Craig A. Creaturo has served as Treasurer and Director of
Finance, Accounting and Information Systems since July 2000. Mr.
Creaturo has been employed by the Company since 1998 when he joined
the Company as Corporate Controller. Prior to his employment by the
Company, Mr. Creaturo was employed by Arthur Andersen LLP from 1992 to
1998 and served in the audit and attestation division with a final
position as Audit Manager. Mr. Creaturo graduated from Grove City
College in 1992 with a B.S. degree in Accounting. Mr. Creaturo is a
Certified Public Accountant in the Commonwealth of Pennsylvania and is
a member of the American Institute of Certified Public Accountants and
the Pennsylvania Institute of Certified Public Accountants.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock is traded on the Nasdaq National
Market under the symbol "IIVI." The following table sets forth the
range of high and low closing sale prices per share of the Company's
Common Stock for the fiscal periods indicated, as reported by Nasdaq.
High Low
---- ---
Fiscal 2002
First Quarter $17.25 $12.67
Second Quarter $18.05 $11.90
Third Quarter $19.10 $13.95
Fourth Quarter $15.78 $11.98
Fiscal 2001
First Quarter $28.50 $13.31
Second Quarter $23.38 $13.89
Third Quarter $17.69 $11.00
Fourth Quarter $17.50 $11.88
On September 10, 2002, the last reported sale price for the
Common Stock was $13.31 per share. As of such date, there were
approximately 800 holders of record of the Common Stock. The Company
historically has not paid cash dividends and does not anticipate
paying cash dividends in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
FIVE-YEAR FINANCIAL SUMMARY
Year Ended June 30, 2002 2001 2000 1999 1998
------------------- ---- ---- ---- ---- ----
(000 except per share data)
Statement of Earnings
Net revenues $113,688 $123,334 $74,092 $62,014 $61,340
Net earnings $ 7,264 $ 9,491 $ 7,311 $ 5,463 $ 6,780
Basic earnings per share $ 0.52 $ 0.69 $ 0.57 $ 0.43 $ 0.53
Diluted earnings per share $ 0.51 $ 0.67 $ 0.55 $ 0.42 $ 0.51
Diluted weighted average
shares outstanding 14,314 14,160 13,176 12,980 13,348
=========================== ======== ======== ======= ======= =======
Share and per share data for 2000, 1999 and 1998 were adjusted to
reflect the two-for-one stock split in fiscal 2001.
June 30, 2002 2001 2000 1999 1998
------------------- ---- ---- ---- ---- ----
($000)
Balance Sheet
Working capital $ 35,746 $ 33,976 $24,335 $17,590 $13,420
Total assets 151,901 148,173 84,102 70,843 67,774
Total debt 34,503 37,006 5,585 6,674 8,209
Retained earnings 61,451 54,187 44,696 37,385 31,922
Shareholders' equity 97,660 89,413 63,426 54,493 50,063
=========================== ======== ======== ======= ======= =======
For the five-year period ended June 30, 2002, no cash dividends were
declared.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations are forward-
looking statements. Forward-looking statements are also identified by
words such a "expects," "anticipates," "believes," "intends," "plans,
"projects," or similar expressions. Actual results could differ
materially from those anticipated in these forward-looking statements
for many reasons, including risk factors described in the Risk Factors
set forth in Item 7.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are described in Note A of the
Consolidated Financial Statements, which were prepared in accordance
with accounting principles generally accepted in the United States of
America. In preparing our financial statements, we made estimates and
judgments which affect the results of our operations and the value of
assets and liabilities we report. Our actual results may differ from
these estimates.
We believe that the following summarizes critical accounting policies
which require significant judgments and estimates in our preparation
of our consolidated financial statements.
The Company records revenue, other than on long-term contracts, when a
product is shipped. Revenue on long-term contracts is accounted for
using the percentage-of-completion method, whereby revenue and profits
are recognized throughout the performance period of the contract.
Percentage-of-completion is determined by relating the actual cost of
work performed to date to the estimated total cost for each contract.
Losses on contracts are recorded in full when identified.
The Company records an allowance for doubtful accounts receivable
including warranty reserves as a charge against earnings based on a
percentage of actual historical product returns over the past twelve
months. Additional reserve is estimated for potential non-collection
of the receivable based on historical results. The Company has not
experienced a non-collection of accounts receivable materially
affecting the financial position or results of operations.
The Company records a slow moving inventory reserve as a charge
against earnings for all products on hand that have not been sold to
customers in the past twelve months. An additional reserve is
recorded for product on hand that is in excess of product sold to
customers over the past twelve months.
The Company records bonus and profit sharing estimates as a charge
against earnings based on a percentage of operating income. These
estimates are adjusted to actual based on final results of operations
achieved during the fiscal year. Certain bonuses are paid quarterly
at a level of 75% of the current year to date operating income with
final payment in August of the subsequent fiscal year. Other bonuses
and profit sharing are paid annually in August of the subsequent
fiscal year.
From time to time, estimated accruals are recorded as a charge against
earnings based on known circumstances where it is probable that a
liability has been incurred or is expected to be incurred and the
amount can reasonably be estimated.
RESULTS OF OPERATIONS
Fiscal 2002 Compared to Fiscal 2001
NET EARNINGS Net earnings decreased 23% in fiscal 2002 to $7.3
million from $9.5 million in fiscal 2001. The major contributor to
the net earnings decrease was the general softening of demand for
laser optics and component products in the industrial sector impacted
by the weak worldwide economy.
BOOKINGS Bookings decreased 12% to $117.0 million in fiscal 2002
compared to $132.7 million in fiscal 2001. Order backlog increased 7%
to $48.0 million at June 30, 2002 from $44.7 million at June 30, 2001
as a result of bookings outpacing shipments in fiscal 2002. The
increase in backlog is primarily due to strong second half bookings,
more specifically large orders recorded by significant military orders
booked at Laser Power Corporation, blanket orders recorded by eV
PRODUCTS division and contract bookings for the development of Silicon
Carbide. Manufacturing orders comprised 93% of the backlog at June
30, 2002. Manufacturing bookings decreased by approximately $16.1
million while contract research and development bookings increased by
approximately $0.1 million. Bookings for laser optics and component
products decreased approximately 15%, primarily driven by delays in
EOM and aftermarket orders caused by a slowdown in the industrial
sector. Bookings for Laser Power Corporation were $37.4 million for
the fiscal year ended June 30, 2002 compared to $39.0 million for
eleven months ended June 30, 2001 during which period Laser Power
Corporation was owned by the Company. The overall decrease in the
Laser Power Corporation bookings was due to a decrease in commercial
bookings more than offsetting an increase in military bookings.
Bookings for the eV PRODUCTS division decreased approximately 30% due
to the absence of orders to replace fiscal year 2001 high volume
orders such as the NASA swift telescope program and Neoprobe bone
densitometry. Bookings for the Silicon Carbide development activities
of the WBG group were $2.3 million.
REVENUES Revenues decreased 8% to $113.7 million in fiscal 2002
compared to $123.3 million last fiscal year. Revenues for laser
optics and component products decreased approximately 10% due to lower
shipments of industrial laser OEM and aftermarket sales from sluggish
industrial worldwide demand, revenues from the eV PRODUCTS division
decreased approximately 30% from the absence in sales to replace the
fiscal year 2001 volume sales primarily in the medical sector, and the
Company recorded revenues from Laser Power Corporation of
approximately $32.5 million for the fiscal year ended June 30, 2002
compared to $31.1 million for eleven months ended June 30, 2001.
COSTS AND EXPENSES Manufacturing gross margin was $36.3 million or
34% of net revenues in fiscal 2002 compared to $46.1 million or 39% of
net revenues in fiscal 2001. The dollar and percentage decrease was
attributable to lower sales volume. The decrease in the gross margin
percentage was also driven by a shift in the product mix during the
past few quarters. As the industrial business has slowed, the Company
has taken on more military business which historically has lower
margins.
Contract research and development gross margin was $0.7 million or 9%
of contract research and development revenues in fiscal 2002 compared
to $1.5 million or 29% of contract research and development revenues
in fiscal 2001. The gross margin was negatively impacted during the
year as Laser Power Corporation and, more specifically, the Large
Optics Coating Facility, encountered continued production issues
related to several developmental contracts.
Company-funded internal research and development remained relatively
unchanged at $4.4 million in fiscal 2002 from $4.5 million in fiscal
2001. In general, internal research and development expense reflects
increased efforts focused on Silicon Carbide crystal growth technology
and processing development, the Company's corporate research and
development activities and the research and development activities of
eV PRODUCTS.
Selling, general and administrative expenses were $21.2 million or 19%
of revenues in fiscal 2002 compared to $24.8 million or 20% of
revenues in fiscal 2001. This dollar and percentage decrease is
attributable to the elimination of certain redundant expenses, as well
as, expense and manpower reductions due to decreased manufacturing
demand during fiscal 2002.
Other expense was $0.4 million in fiscal 2002 compared to $1.4 million
in fiscal 2001. The other expense decrease was primarily due to the
absence of approximately $1.5 million of goodwill amortization
incurred in fiscal 2001 (see Note E to the Consolidated Financial
Statements) and foreign currency gains in 2002 as compared to losses
in fiscal 2001. The overall decrease was partially offset by fiscal
2002 charges related to the closing of operations of Laser Power
Corporation in Mexico of $0.4 million, costs related to consolidating
several of the Company's European distribution arrangements of $0.4
million, and the write-off of certain crystal growth equipment and
technology of $0.7 million.
Interest expense was $1.4 million in fiscal 2002 compared to $2.3
million in fiscal 2001. The decrease in interest expense was
primarily due to the lower borrowings and continuing decrease of the
Company's LIBOR based interest rate as compared to fiscal 2001. The
Company's weighted average interest rate was approximately 37% lower
at June 30, 2002 as compared to the previous year. Scheduled
quarterly payments on the term loan component of the Company's credit
agreement began in fiscal 2002.
The effective corporate income tax rate was 24% in fiscal 2002
compared to 35% in fiscal 2001. The decrease in the effective income
tax rate reflects the favorable mix of worldwide earnings from the
Company's focus on increased manufacturing in China and Singapore
where tax rates are lower than the United States.
Fiscal 2001 Compared to Fiscal 2000
NET EARNINGS Net earnings increased 30% in fiscal 2001 to $9.5
million from $7.3 million in fiscal 2000. The major contributor to
the net earnings increase were higher revenues. Each contributor is
explained further in this section.
BOOKINGS Bookings increased 60% to $132.7 million in fiscal 2001
compared to $83.0 million in fiscal 2000. Order backlog increased 64%
to $44.7 million at June 30, 2001 from $27.2 million at June 30, 2000
as a result of bookings outpacing shipments in fiscal 2001 and the
addition of Laser Power Corporation. Manufacturing orders comprised
96% of the backlog at June 30, 2001. Manufacturing bookings increased
by approximately $50.3 million, of which $39.0 million was
attributable to Laser Power Corporation, while contract research and
development bookings decreased by approximately $0.2 million.
Bookings for laser optics and component products increased
approximately 15% and bookings for the eV PRODUCTS division increased
approximately 15%. These increases were attributable to strong demand
for the Company's laser optics and component products and continued
acceptance of products of the eV PRODUCTS division.
REVENUES Revenues grew 66% to $123.3 million in fiscal 2001 compared
to $74.1 million last fiscal year. Revenues for laser optics and
component products increased approximately 20% due to continued strong
demand for infrared optics products, revenues from the eV PRODUCTS
division increased approximately 53% due to successful market launches
and other new product acceptance in the marketplace, and the Company
recorded revenues from Laser Power Corporation of approximately $31.1
million.
COSTS AND EXPENSES Manufacturing gross margin was $46.1 million or
39% of net revenues in fiscal 2001 compared to $30.9 million or 43% of
net revenues in fiscal 2000. The dollar increase was attributable to
higher sales volume at all three of the Company's segments. Increased
sales included infrared optics and materials, detector products at the
eV PRODUCTS division, and sales from Laser Power Corporation. The
decrease in gross margin as a percentage of net sales reflects the
addition of Laser Power Corporation which has historically lower gross
margins than the Company.
Contract research and development gross margin was $1.5 million or 29%
of contract research and development revenues in fiscal 2001 compared
to $0.5 million or 28% of contract research and development revenues
in fiscal 2000. The Company has increased the amount of contract
research and development projects it undertakes and plans to increase
this amount over the foreseeable future.
Company-funded internal research and development increased to $4.5
million in fiscal 2001 from $2.8 million in fiscal 2000. The Company
continues to expand its internal research and development projects,
including projects associated with developing nuclear radiation
detectors at the eV PRODUCTS division, infrared optics and materials,
and silicon carbide at the Company's optical components businesses.
Selling, general and administrative expenses were $24.8 million or 20%
of revenues in fiscal 2001 compared to $18.2 million or 25% of
revenues in fiscal 2000. This dollar increase is attributable to the
addition of the selling, general and administrative expenses of the
Company's Laser Power Corporation subsidiary, increased employment
costs associated with new employees, increased payroll expense
attributable to the Company's worldwide profit driven bonus programs,
and increased sales and marketing efforts. The decrease in selling,
general and administrative expenses as a percentage of net revenues
reflect the addition of Laser Power Corporation and revenue
improvements from the eV PRODUCTS division and the Company's VLOC
subsidiary with limited corresponding increases to selling, general
and administrative expenses.
Other expense was $1.4 million in fiscal 2001 compared to other
expense of $0.2 million in fiscal 2000. The increase in other expense
was primarily attributable to the amortization of goodwill related to
the purchase of Laser Power Corporation.
Interest expense was $2.3 million in fiscal 2001 compared to $0.3
million in fiscal 2000. The increase in interest expense was the
direct result of additional borrowings in connection with the purchase
of Laser Power Corporation.
The effective corporate income tax rate was 35% in fiscal 2001
compared to 25% in fiscal 2000. The increase in the effective income
tax rate reflects the completion of several international related tax
opportunities during fiscal 2000 and the non-deductible amortization
of goodwill resulting from the acquisition of Laser Power Corporation.
LIQUIDITY AND CAPITAL RESOURCES
In fiscal 2002, cash generated from operations was $16.1 million.
Proceeds from the net increase in borrowings of $1.3 million in
addition to the cash generated from operations were used primarily to
fund an investment of $8.6 million in property, plant and equipment,
to finance a $1.7 million investment for a 25% ownership of a key
supplier to the Company, to acquire for $2.2 million the Litton
Systems, Inc. Silicon Carbide Group and pay down $3.8 million due on
the term loan. Cash transactions for fiscal 2002 and cash on hand at
the beginning of the fiscal year resulted in a cash position of $9.6
million at June 30, 2002.
The largest sources of the $16.1 million in cash generated from
operations in fiscal 2002 was $16.6 million in net earnings before
depreciation and amortization, an increase in deferred income taxes
and a decrease in accounts receivable and inventories of $2.3 million.
This increase in cash was partially offset by a decrease in accounts
payable and other operating net assets of $2.5 million.
The impact of inflation on the Company's business has not been
material.
The Company expects cash flow from operations to continue to fund
working capital needs, capital expenditures and internal growth.
During fiscal 2002, the Company reinvested $8.6 million into capital
projects.
RISK FACTORS
We Depend on Highly Complex Manufacturing Processes Which Require
Products from Limited Sources of Supply
We utilize high quality, optical grade ZnSe in the production of
a majority of our products. We are a leading producer of ZnSe for our
internal use and for external sale. The production of ZnSe is a
complex process requiring production in a highly controlled
environment. A number of factors, including defective or contaminated
materials, could adversely affect our ability to achieve acceptable
manufacturing yields of high quality ZnSe. ZnSe is available from
only one outside source where quantity and qualities may be limited.
The unavailability of necessary amounts of high quality ZnSe would
have a material adverse effect upon us. In addition, in fiscal 1992
and 1993, we experienced fluctuations in our manufacturing yields
which affected our results of operations. There can be no assurance
that we will not experience manufacturing yield inefficiencies which
could have a material adverse effect on our business, results of
operations or financial condition.
We produce Hydrogen Selenide gas which is used in our production
of ZnSe. There are risks inherent in the production and handling of
such material. Our inability to effectively handle Hydrogen Selenide
could require us to curtail our production of Hydrogen Selenide.
Hydrogen Selenide can be obtained from one outside source. The cost
of purchasing such material is significantly greater than the cost of
internal production. As a result, purchasing a substantial portion of
such material from the outside source would significantly increase our
production costs of ZnSe. Therefore, our inability to internally
produce Hydrogen Selenide could have a material adverse effect on our
business, results of operations or financial condition.
In addition, we utilize other high purity, relatively uncommon
materials and compounds to manufacture our products. Failure of our
suppliers to deliver sufficient quantities of these necessary
materials on a timely basis could have a material adverse effect on
our business, results of operations or financial condition.
Our Business is Dependent on Other Cyclical Industries
Our business is significantly dependent on the demand for
products produced by end users of industrial lasers. Many of these
end users are in industries that historically have experienced a
highly cyclical demand for their products. Therefore, as a result,
demand for our products and our results of operations are subject to
cyclical fluctuations.
Our Revenues are Subject to Potential Seasonal Fluctuations
Due to our customers' buying patterns, particularly in Europe,
revenues for our first fiscal quarter ending in September could be
below those in the preceding quarter. Our first fiscal quarter
results often are dependent upon the sales made in the last month of
the quarter.
We May Encounter Substantial Competition
We may encounter substantial competition from other companies in the
same market, including established companies with substantial
resources. Some of our competitors may have financial, technical,
marketing or other capabilities more extensive than ours and may be
able to respond more quickly than we can to new or emerging
technologies and other competitive pressures. We may not be able to
compete successfully against our present or future competitors, and
competition may adversely affect our business, financial condition or
operating results.
International Sales Account for a Significant Portion of Our Revenues
Sales to customers in countries other than the United States
accounted for approximately 39%, 37% and 49% of revenues during the
years ended June 30, 2002, 2001 and 2000, respectively. We anticipate
that international sales will continue to account for a significant
portion of our revenues for the foreseeable future. In addition, we
manufacture products in Singapore and China and maintain direct sales
offices in Japan, the UK and Belgium. Sales and operations outside of
the United States are subject to certain inherent risks, including
fluctuations in the value of the U.S. dollar relative to foreign
currencies, tariffs, quotas, taxes and other market barriers,
political and economic instability, restrictions on the export or
import of technology, potentially limited intellectual property
protection, difficulties in staffing and managing international
operations and potentially adverse tax consequences. There can be no
assurance that any of these factors will not have a material adverse
effect on our business, financial condition or results of operations.
In particular, although our international sales, other than in Japan,
Belgium and the UK, are denominated in U.S. dollars, currency exchange
fluctuations in countries where we do business could have a material
adverse affect on our business, financial condition or results of
operations, by rendering us less price-competitive than foreign
manufacturers. Our sales in Japan are denominated in yen and,
accordingly, are affected by fluctuations in the dollar/yen currency
exchange rates. We generally reduce our exposure to such fluctuations
through forward exchange agreements hedging approximately 75% of our
sales in Japan. We do not engage in the speculative trading of
financial derivatives. There can be no assurance, however, that our
practices will reduce or eliminate the risk of fluctuation in the
dollar/yen currency exchange rate.
Our Revenues May Suffer if General Economic Conditions Worsen
Our revenues and earnings may be affected by general economic
factors, such as excessive inflation, currency fluctuations and
employment levels, resulting in a temporary or longer-term overall
decline in demand for our products. Therefore, any significant
downturn or recession in the United States or other countries could
have a material adverse effect on our business, financial condition
and results of operations.
We May Expand Product Lines and Markets by Acquiring Other Businesses
Our business strategy includes expanding our product lines and markets
through internal product development and acquisitions. Any
acquisition may result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities, and
amortization expense related to intangible assets acquired, any of
which could have a material adverse affect on our business, financial
condition or results of operations. In addition, acquired businesses
may be experiencing operating losses. Any acquisition will involve
numerous risks, including difficulties in the assimilation of the
acquired company's operations and products, uncertainties associated
with operating in new markets and working with new customers, and the
potential loss of the acquired company's key employees. In fiscal
1995, we acquired the Virgo Optics Division of Sandoz Chemicals
Corporation. In fiscal 1996, we acquired Lightening Optical
Corporation. Subsequently, these acquisitions were combined to form
our VLOC subsidiary. In fiscal 2001, we acquired Laser Power
Corporation. In fiscal 2002, we acquired the Litton System, Inc.
Silicon Carbide Group.
Our Success Depends on New Products and Processes
In order to meet our strategic objectives, we must continue to
develop, manufacture and market new products, develop new processes
and improve existing processes. As a result, we expect to continue to
make significant investments in research and development and to
continue to consider from time to time the strategic acquisition of
businesses, products, or technologies complementary to our business.
Our success in developing, introducing and selling new and enhanced
products depends upon a variety of factors including product
selection, timely and efficient completion of product design and
development, timely and efficient implementation of manufacturing and
assembly processes, effective sales and marketing, and product
performance in the field. There can be no assurance that we will be
able to develop and introduce new products or enhancements to our
existing products and processes in a manner which satisfies customer
needs or achieves market acceptance. The failure to do so could have
a material adverse affect on our ability to grow our business.
Failure to Keep Pace with Industry Developments May Adversely Affect
Our Operations
We are engaged in industries which will be affected by future
developments. The introduction of products or processes utilizing new
developments could render existing products or processes obsolete or
unmarketable. Our continued success will depend upon our ability to
develop and introduce on a timely and cost-effective basis new
products, processes and applications that keep pace with developments
and address increasingly sophisticated customer requirements. There
can be no assurance that we will be successful in identifying,
developing and marketing new products, applications and processes and
product or process enhancements, that we will not experience
difficulties that could delay or prevent the successful development,
introduction and marketing of product or process enhancements or new
products, applications or processes, or that our products,
applications or processes will adequately meet the requirements of the
marketplace and achieve market acceptance. Our business, results of
operations and financial condition could be materially and adversely
affected if we were to incur delays in developing new products,
applications or processes or product or process enhancements or if we
did not gain market acceptance.
Exposure to Government Markets
With the acquisition of Laser Power Corporation, sales to
customers in the defense industry have increased. These customers in
turn generally contract with a governmental entity, typically the U.S.
government. Most governmental programs are subject to funding
approval and can be modified or terminated with no warning upon the
determination of a legislative or administrative body. The loss or
failure to obtain certain contracts or a loss of a
major government customer could have a material adverse effect on our
business, financial condition and results of operations.
Our Success Depends on the Ability to Retain Key Personnel
We are highly dependent upon the experience and continuing
services of certain scientists, engineers, production and management
personnel. Competition for the services of these personnel is
intense, and there can be no assurance that we will be able to retain
or attract the personnel necessary for our success. The loss of the
services of our key personnel could have a material adverse affect on
our business, results of operations or financial condition.
There Are Limitations on the Protection of Our Intellectual Property
We do not currently hold any material patents applicable to our
processes and rely on a combination of trade secret, copyright and
trademark laws and employee non-competition and nondisclosure
agreements to protect our intellectual property rights. There can be
no assurance that the steps taken by us will be adequate to prevent
misappropriation of our technology. Furthermore, there can be no
assurance that, in the future, third parties will not assert
infringement claims against us. Asserting our rights or defending
against third-party claims could involve substantial expense, thus
materially and adversely affecting our business, results of operations
or financial condition. In the event a third party were successful in
a claim that one of our processes infringed its proprietary rights, we
may have to pay substantial damages or royalties, or expend
substantial amounts in order to obtain a license or modify the process
so that it no longer infringes such proprietary rights, any of which
could have an adverse effect on our business, results of operations or
financial condition.
Our European Sales Rely On A Single Distributor
A significant portion of our European sales not made by our
subsidiaries in the UK and Belgium have been made through a European
distributor. This distributor also provides service and support to
the end users of our products. Thus, a reduction in the sales efforts
of this distributor could adversely affect our European sales and our
ability to support the end users of our products. There can be no
assurance that this distributor will continue to distribute, or to
distribute successfully, our products and, in such an event, our
business, results of operations and financial earnings could be
materially and adversely affected. We recently established
controlling interest in a new joint venture with the distributor
serving the German market. (See Note M to the Consolidated Financial
Statements.)
Our Stock Price May Fluctuate
Future announcements concerning us, our competitors or customers,
quarterly variations in operating results, announcements of
technological innovations, the introduction of new products or changes
in product pricing policies by us or our competitors, seasonal or
other variations in anticipated or actual results of operations,
changes in earnings estimates by analysts or reports regarding our
industries in the financial press or investment advisory publications,
among other factors, could cause the market price of our stock to
fluctuate substantially. In addition, stock prices may fluctuate
widely for reasons which may be unrelated to operating results. These
fluctuations, as well as general economic, political and market
conditions such as recessions, military conflicts or market or market-
sector declines, may materially and adversely affect the market price
of our common stock. In addition, any information concerning us,
including projections of future operating results, appearing in
investment advisory publications or on-line bulletin boards or
otherwise emanating from a source other than us could in the future
contribute to volatility in the market price of our common stock.
We Have Adopted Antitakeover Devices Which May Limit the Price that
Certain Investors May be Willing to Pay in the Future for Shares of
Our Common Stock
Our articles of incorporation, by-laws and shareholder rights
plan contain provisions which could make us a less attractive target
for a hostile takeover or make it more difficult or discourage a
merger proposal, a tender offer or a proxy contest. This could limit
the price that certain investors might be willing to pay in the future
for shares of our common stock. The provisions include:
- classification of the board of directors into three classes;
- a procedure which requires shareholders or the board of
directors to nominate directors in advance of a meeting to
elect such directors;
- the ability of the board of directors to issue additional
shares of common stock or preferred stock without shareholder
approval; and
- certain provisions requiring supermajority approval (at least
two-thirds of the votes cast by all shareholders entitled to
vote thereon, voting together as a single class).
- a formal shareholder rights plan designed to protect all
corporate interests in the event the Company's Board of
Directors and shareholders are confronted with an abusive or
unfair takeover attempt.
In addition, the Pennsylvania Business Corporation Law contains
provisions which may have the effect of delaying or preventing a
change in our control.
We Are Subject to Stringent Environmental Regulation
We use or generate certain hazardous substances in our research
and manufacturing facilities. We believe that our handling of such
substances is in material compliance with applicable local, state and
federal environmental, safety and health regulations at each operating
location. We invest substantially in proper protective equipment,
process controls and specialized training to minimize risks to
employees, surrounding communities and the environment due to the
presence and handling of such hazardous substances. We annually
conduct employee physical examinations and workplace air monitoring
regarding such substances. When exposure problems or potential
exposure problems have been indicated, corrective actions have been
implemented and re-occurrence has been minimal or non-existent. We do
not carry environmental impairment insurance.
Relative to its generation and use of the extremely hazardous
substance Hydrogen Selenide, we have in place an emergency response
plan. Special attention has been given to all procedures pertaining
to this gaseous material to minimize the chances of its accidental
release to the atmosphere.
With respect to the production, use, storage and disposal of the
low-level radioactive material Thorium Fluoride, our facilities and
procedures have been inspected and licensed by the Nuclear Regulatory
Commission. This material is utilized in our thin-film coatings.
Thorium bearing by-products are collected and shipped as solid waste
to a government-approved low-level radioactive waste disposal site in
Clive, Utah.
The generation, use, collection, storage and disposal of all
other hazardous by-products, such as suspended solids containing heavy
metals or airborne particulates, are believed by us to be in material
compliance with regulations. We believe that all of the permits and
licenses required for operation of our business are in place.
Although we do not know of any material environmental, safety or
health problems in our properties or processes, there can be no
assurance that problems will not develop in the future which would
have a materially adverse effect on us.
Some Laser Systems Are Complex in Design and May Contain Defects that
Are Not Detected Until Deployed Which Could Increase Our Costs and/or
Reduce Our Revenues
Laser systems are inherently complex in design and require
ongoing regular maintenance. The manufacture of lasers, laser
products and systems involves a highly complex and precise process.
As a result of the technical complexity of our products, changes in
our or our suppliers' manufacturing processes or in the use of
defective or contaminated materials by us or our suppliers could
result in a material adverse effect on our ability to achieve
acceptable manufacturing yields and product reliability. To the
extent that we do not achieve such yields or product reliability, our
business, operating results, financial condition and customer
relationships could be adversely affected. Our customers may discover
defects in our products after the products have been fully deployed
and operated under peak stress conditions. In addition, some of our
products are combined with products from other
vendors, which may contain defects. Should problems occur, it may be
difficult to identify the source of the problem. If we are unable to
fix defects or other problems, we could experience, among other
things:
- loss of customers;
- increased costs of product returns and warranty expenses;
- damage to our brand reputation;
- failure to attract new customers or achieve market acceptance;
- diversion of development and engineering resources; and
- legal action by our customers.
The occurrence of any one or more of the foregoing factors could
seriously harm our business or financial condition.
Recently Issued Financial Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143,
"Accounting for Asset Retirement Obligations." SFAS 143 requires that
the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred if a reasonable
estimate of the fair value can be made. The Statement is effective
for financial statements issued for fiscal years beginning after June
15, 2002. The Company will adopt this standard as of July 1, 2002 and
does not believe that the adoption of SFAS 143 will have a significant
impact on its financial position or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which provides guidance
that will eliminate inconsistencies in the accounting for the
impairment or disposal of long-lived assets under existing accounting
pronouncements. The Company will apply the provisions of the
pronouncement beginning July 1, 2002. The Company does not expect the
adoption of this pronouncement to have a material impact on its
financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS 145 will affect income statement
classification of gains and losses from extinguishment of debt and
make certain other technical corrections. Based on current
operations, the Company does not expect the adoption of this
pronouncement to have a material impact on its financial position or
results of operations.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS 146 addresses
financial accounting and reporting for costs associated with exit or
disposal activities and nullified EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." The principal difference between SFAS 146 and Issue
94-3 relates to SFAS 146 requirements for recognition of a liability
for a cost associated with an exit or disposal activity. SFAS 146
requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under
Issue 94-3, a liability for an exit cost as generally defined in Issue
94-3 was recognized at the date of an entity's commitment to an exit
plan. The provisions of SFAS 146 are effective for exit or disposal
activities that are initiated after December 31, 2002. The Company
does not expect the adoption of this pronouncement to have a material
effect on its financial position or results of operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISKS 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.
Foreign Exchange Risks - In the normal course of business, the Company
enters into foreign currency forward exchange contracts with its
banks. 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 foreign
currencies 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 and which otherwise would expose the Company to foreign
currency risk. The Company monitors its positions and the credit
ratings of the parties to these contracts. While the Company may be
exposed to potential losses due to risk in the event of non-
performance by the counterparties to these financial instruments, it
does not anticipate such losses. The Company entered into a low
interest rate, 237 million Yen loan with PNC Bank in September 1997 in
an effort to minimize the foreign currency exposure in Japan. A
change in the interest rate of 1% for this Yen loan would have changed
the interest expense by approximately $20,000 and a 10% change in the
Yen to dollar exchange rate would have changed revenues by
approximately $830,000 for the year ended June 30, 2002. In September
2002, the Company replaced the 237 million Yen loan with a 300 million
Yen loan effective September 25,2002. (See Note M to the Consolidated
Financial Statements.)
Interest Rate Risks - The Company entered into an interest rate cap
with a notional amount of $12.5 million as required under the terms of
its current credit agreement in order to limit interest rate exposure
on one-half of the $25.0 million term loan. A change in the Company's
overall interest rate of 1% would have changed the interest expense by
approximately $350,000 for the year ended June 30, 2002.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF II-VI INCORPORATED AND
SUBSIDIARIES:
We have audited the accompanying consolidated balance sheets of II-VI
Incorporated and subsidiaries (the "Company") as of June 30, 2002 and
2001, and the related consolidated statements of earnings,
shareholders' equity, comprehensive income and cash flows for each of
the three years in the period ended June 30, 2002. Our audits also
included the financial statement schedule listed in Item 15. These
consolidated financial statements and financial statement
schedule are the responsibility of management. Our responsibility is
to express an opinion on the consolidated financial statements and
financial statement schedule based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of II-VI Incorporated and subsidiaries as of June 30, 2002 and 2001
and the results of their operations and their cash flows for each of
the three years in the period ended June 30, 2002 in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
As discussed in Note E to the Consolidated Financial Statements, the
Company changed its method of accounting for goodwill amortization in
fiscal 2002.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 13, 2002 (September 25, 2002 as to Note M)
CONSOLIDATED BALANCE SHEETS
June 30, 2002 2001
-----------------------------------------------------------------------
($000)
Current Assets
Cash and cash equivalents $ 9,610 $ 8,093
Accounts receivable -
less allowance for doubtful accounts
of $847 at June 30, 2002 and $749 at
June 30, 2001 21,541 21,884
Inventories 19,741 20,782
Deferred income taxes 3,457 3,304
Prepaid and other current assets 1,488 1,644
-----------------------------------------------------------------------
Total Current Assets 55,837 55,707
Property, Plant & Equipment, net 60,711 58,031
Goodwill, net 28,987 29,236
Intangible Assets, net 3,233 4,086
Other Assets 3,133 1,113
-----------------------------------------------------------------------
$151,901 $148,173
=======================================================================
Current Liabilities
Accounts payable $ 3,970 $ 5,714
Accrued salaries and wages 2,125 1,826
Accrued bonuses 2,851 5,260
Income taxes payable 1,012 2,158
Accrued profit sharing contribution 736 1,122
Other accrued liabilities 4,329 1,817
Current portion of long-term debt 5,068 3,834
-----------------------------------------------------------------------
Total Current Liabilities 20,091 21,731
Long-Term Debt 29,435 33,172
Other Liabilities,
Primarily Deferred Income Taxes 4,715 3,857
-----------------------------------------------------------------------
Total Liabilities 54,241 58,760
Shareholders' Equity
Preferred stock, no par value;
authorized - 5,000,000 shares; none issued - -
Common stock, no par value; authorized -
30,000,000 shares; issued -
15,101,450 shares at June 30, 2002;
14,981,163 shares at June 30, 2001 37,840 37,045
Accumulated other comprehensive income 279 91
Retained earnings 61,451 54,187
-----------------------------------------------------------------------
99,570 91,323
Less treasury stock at cost, 1,068,880 shares 1,910 1,910
-----------------------------------------------------------------------
Total Shareholders' Equity 97,660 89,413
-----------------------------------------------------------------------
$151,901 $148,173
=======================================================================
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF EARNINGS
Year Ended June 30, 2002 2001 2000
----------------------------------- -------- -------- --------
($000 except per share data)
Revenues
Net sales:
Domestic $ 61,995 $ 73,075 $ 36,265
International 44,066 45,176 36,176
Contract research and development 7,627 5,083 1,651
----------------------------------- -------- -------- --------
113,688 123,334 74,092
----------------------------------- -------- -------- --------
Costs, Expenses and Other Expense
Cost of goods sold 69,732 72,181 41,550
Contract research and development 6,905 3,619 1,196
Internal research and development 4,441 4,499 2,844
Selling, general and administrative 21,245 24,767 18,171
Interest expense 1,444 2,330 349
Other expense - net 411 1,382 226
----------------------------------- -------- -------- --------
104,178 108,778 64,336
----------------------------------- -------- -------- --------
Earnings Before Income Taxes 9,510 14,556 9,756
Income Taxes 2,246 5,065 2,445
----------------------------------- -------- -------- --------
Net Earnings $ 7,264 $ 9,491 $ 7,311
----------------------------------- -------- -------- --------
Basic Earnings Per Share $ 0.52 $ 0.69 $ 0.57
Diluted Earnings Per Share $ 0.51 $ 0.67 $ 0.55
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Accumulated
Common Stock Other Treasury Stock
-------------- Comprehensive Retained ---------------
Shares Amount Income Earnings Shares Amount Total
------ ------- ------ -------- ------ -------- -------
(000)
BALANCE - JUNE 30, 1999 13,752 $18,746 $ 272 $37,385 (1,069) $(1,910) $54,493
Shares issued under
stock option plans 224 681 - - - - 681
Net earnings - - - 7,311 - - 7,311
Other comprehensive loss, net of tax - - (62) - - - (62)
Income tax benefit for
options exercised - 1,027 - - - - 1,027
------------------------------------ ------ ------- ------ -------- ------ -------- -------
BALANCE - JUNE 30, 2000 13,976 20,454 210 44,696 (1,069) (1,910) 63,450
Shares issued under
stock option plans 128 466 - - - - 466
Shares issued to acquire
Laser Power Corporation 877 15,474 - - - - 15,474
Net earnings - - - 9,491 - - 9,491
Other comprehensive loss, net of tax - - (119) - - - (119)
Income tax benefit for
options exercised - 651 - - - - 651
------------------------------------ ------ ------- ------ -------- ------ -------- -------
BALANCE - JUNE 30, 2001 14,981 37,045 91 54,187 (1,069) (1,910) 89,413
Shares issued under
stock option plans 120 370 - - - - 370
Net earnings - - - 7,264 - - 7,264
Other comprehensive income, net of tax - - 188 - - - 188
Income tax benefit for
options exercised - 425 - - - - 425
------------------------------------ ------ ------- ------ -------- ------ -------- -------
BALANCE - JUNE 30, 2002 15,101 $37,840 $ 279 $61,451 (1,069) $(1,910) $97,660
==================================== ====== ======= ====== ======== ====== ======== =======
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended June 30, 2002 2001 2000
------------------------------------------- ------ ------ ------
($000)
Net earnings $ 7,264 $ 9,491 $ 7,311
Other comprehensive income (loss):
Foreign currency translation adjustments,
net of tax 188 (119) (62)
------------------------------------------- ------ ------ ------
COMPREHENSIVE INCOME $ 7,452 $ 9,372 $ 7,249
=========================================== ====== ====== ======
See Notes to Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended June 30,
($000) 2002 2001 2000
------------------------------------------------- ------- ------- -------
Cash Flows from Operating Activities
Net earnings $ 7,264 $ 9,491 $ 7,311
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 8,429 6,838 4,693
Amortization 363 1,866 326
(Gain) loss on foreign currency transactions (165) 1,445 (368)
Net loss on disposal or writedown of assets 335 237 -
Deferred income taxes 794 1,518 662
Other (672) - -
Increase (decrease) in cash from changes in:
Accounts receivable 596 (3,702) (576)
Inventories 1,700 (1,745) (4,478)
Accounts payable (1,775) (484) 1,674
Other operating net assets (731) 40 3,292
------------------------------------------------- ------- ------- -------
Net cash provided by operating activities 16,138 15,504 12,536
------------------------------------------------- ------- ------- -------
Cash Flows from Investing Activities
Additions to property, plant and equipment (8,663) (16,699) (8,877)
Purchases of business (2,172) (27,726) (2,894)
Investment in unconsolidated businesses (1,698) - -
Disposals of other assets 317 259 786
------------------------------------------------- ------- ------- -------
Net cash used in investing activities (12,216) (44,166) (10,985)
------------------------------------------------- ------- ------- -------
Cash Flows from Financing Activities
Proceeds (payments) on short-term borrowings 1,250 4,308 (1,344)
Proceeds from long-term borrowings - 25,000 -
Payments on long-term borrowings (3,834) (44) (46)
Proceeds from sale of common stock 370 466 681
------------------------------------------------- ------- ------- -------
Net cash (used in) provided by financing activities (2,214) 29,730 (709)
------------------------------------------------- ------- ------- -------
Effect of exchange rate changes on cash and cash equivalents (191) 695 (70)
------------------------------------------------- ------- ------- -------
Net increase in cash and cash equivalents 1,517 1,763 772
Cash and Cash Equivalents
Beginning of year 8,093 6,330 5,558
------------------------------------------------- ------- ------- -------
End of year 9,610 $ 8,093 $ 6,330
================================================= ======= ======= =======
Non-cash transactions: Net asset acquired as $ 366 - -
settlement on a customer
purchase commitment
Net assets acquired for
fair value of common stock - $15,474 -
================================================= ======= ======= =======
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION The consolidated financial statements
include II-VI Incorporated and its wholly-owned subsidiaries: VLOC
Incorporated; II-VI Delaware, Incorporated; II-VI Holdings B.V.; II-VI
Japan Incorporated; II-VI Singapore Pte., Ltd.; II-VI Acquisition
Corp.; II-VI Optics (Suzhou) Co. Ltd.; II-VI International Pte., Ltd.;
II-VI U.K. Limited; and Laser Power Corporation and its wholly-owned
subsidiaries: EMI Acquisition Corporation; Exotic Materials,
Incorporated; Laser Power Optics de Mexico S.A. de C.V.; Laser Power
Europe N.V.; and Laser Power FSC, Ltd. (collectively the "Company").
All intercompany transactions and balances have been eliminated.
INVENTORIES Inventories are valued at the lower of cost or market,
with cost determined on the first-in, first-out basis. Inventory
costs include material, labor and manufacturing overhead.
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are
carried at cost or valuation. Major improvements are capitalized,
while maintenance and repairs are generally expensed as incurred. As
of June 30, 2002, the Company reviewed its property, plant and
equipment in accordance with Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived
Assets to Be Disposed Of". SFAS 121 requires comparing the future
cash flows from operations for an asset to the recorded value, if the
cash flows do not exceed the value of the asset, an impairment loss is
recorded. Based on this analysis, the cash flows of certain assets
with a value of approximately $0.3 million, net of tax did not project
the recoverability of the investment, in accordance with SFAS 121, the
Company recorded a charge to operations in fiscal 2002.
DEPRECIATION Depreciation for financial reporting purposes is
computed primarily by the straight-line method over the estimated
useful lives of the assets. Depreciable useful lives range from 3 to
20 years. Depreciation expense was $8.4 million, $6.8 million, and
$4.7 million in 2002, 2001, and 2000, respectively.
GOODWILL The excess purchase price over the net assets of businesses
acquired is reported as goodwill in the accompanying Consolidated
Balance Sheets. SFAS 142 "Goodwill and Other Intangible Assets", was
adopted by the Company as of July 1, 2002. SFAS 142 requires that
goodwill no longer be amortized, but instead be tested for impairment
at least annually (see Note E for further discussion).
INTANGIBLES Intangible assets are carried at cost or valuation.
Amortization for financial reporting purposes is computed using the
straight-line method over the estimated useful lives of the assets
ranging from 5 to 20 years. As discussed above under the caption
Property, Plant and Equipment, related technology with a net book
value of approximately $0.2 million, net of tax was written off (see
Note E for further discussion).
INVESTMENTS In fiscal 2002, the Company acquired for $1.7 million a
25% ownership of a key supplier to the Company. In July 2002, the
Company increased its ownership to 33% as a result of a loan
conversion to equity in accordance with the original purchase
agreement. This investment is accounted for under the equity method
of accounting.
As of June 30, 2002, the Company has outstanding notes receivable of
approximately $0.2 million from an equipment and supply agreement with
this supplier. Payments on these notes are made quarterly with
interest calculated at the Canadian Prime Rate plus 1 1/2% on the
unpaid balance.
For the fiscal year ended June 30, 2002, the Company purchased $0.2
million of raw materials from this key supplier.
The Company's pro rata share of the earnings from this investment and
the interest received from both of these agreements did not have a
material effect on the Company's results of operations.
The Company performs an evaluation for impairment whenever events or
changes in circumstances indicate that the carrying amount of the
equity investment is not recoverable. If the evaluation indicates an
other than temporary decline in fair value, the investment is written
down to fair value. No impairment was recorded in fiscal 2002.
FOREIGN CURRENCY TRANSLATION For II-VI Singapore Pte., Ltd., and its
subsidiaries, and for Laser Power Optics de Mexico S.A. de C.V., the
functional currency is the U.S. dollar. Gains and losses on the
remeasurement of the local currency financial statements are included
in net earnings. Foreign currency translation gains (losses) were
$165,000, ($459,000), and ($75,000) in 2002, 2001, and 2000,
respectively.
For all other foreign subsidiaries, the functional currency is the
local currency. Assets and liabilities of those operations are
translated into U.S. dollars using period-end exchange rate; income
and expenses are translated using the average exchange rates for the
reporting period. Translation adjustments are recorded as accumulated
other comprehensive income within shareholders' equity.
INCOME TAXES Deferred income tax assets and liabilities are
determined based on the differences between the financial statement
and tax basis of assets and liabilities using enacted tax rates in
effect in the years in which the differences are expected to reverse.
Valuation allowances are established when necessary to reduce deferred
tax assets to the amount expected to be realized.
REVENUE RECOGNITION Revenue, other than on long-term contracts, is
recognized when a product is shipped. Revenue on long-term contracts
is accounted for using the percentage-of-completion method, whereby
revenue and profits are recognized throughout the performance period
of the contract. Percentage-of-completion is determined by relating
the actual cost of work performed to date to the estimated total cost
for each contract. Losses on contracts are recorded in full when
identified. Total shipping and handling costs included in revenues
and in selling, general and administrative expenses were $261,000,
$344,000 and $282,000 for the years ended 2002, 2001 and 2000,
respectively.
RESEARCH AND DEVELOPMENT Research and development costs are expensed
as incurred. Costs related to customer and/or government funded
research and development contracts are charged to costs and expenses
as the related sales are recorded.
EARNINGS PER SHARE The following table sets forth the computation of
earnings per share for the periods indicated:
Year Ended June 30, 2002 2001 2000
----------------------------------------------------------------------
(000 except per share data)
Net earnings $ 7,264 $ 9,491 $ 7,311
Divided by:
Weighted average common
shares outstanding 13,962 13,737 12,756
----------------------------------------------------------------------
Basic earnings per share $ 0.52 $ 0.69 $ 0.57
Net earnings $ 7,264 $ 9,491 $ 7,311
Divided by:
Weighted average common
shares outstanding 13,962 13,737 12,756
Dilutive effect of common
stock equivalents 352 423 420
----------------------------------------------------------------------
Dilutive weighted average
common shares outstanding 14,314 14,160 13,176
----------------------------------------------------------------------
Diluted earnings per share $ 0.51 $ 0.67 $ 0.55
======================================================================
Weighted average shares issuable upon the exercise of stock options
that were not included in the calculation because they were
antidilutive, were immaterial for fiscal years 2002, 2001 and 2000,
respectively.
CASH AND CASH EQUIVALENTS For purposes of the statement of cash
flows, the Company considers highly liquid debt instruments with an
original maturity of three months or less to be cash equivalents. The
majority of cash and cash equivalents is invested in investment grade
money market type instruments. Cash of foreign subsidiaries is on
deposit at banks in Japan, Singapore, China, Belgium, and the United
Kingdom.
NATURE OF BUSINESS The Company designs, manufactures and markets
optical and electro-optical components, devices and materials for
infrared, near-infrared, visible light, x-ray and gamma-ray, and
telecommunication instrumentation and applications. The Company
markets it products in the United States through its direct sales
force and worldwide through its wholly-owned subsidiaries,
distributors and agents.
The Company uses certain uncommon materials and compounds to
manufacture its products. Some of these materials are available from
only one proven outside source. The continued high quality of these
materials is critical to the stability of the Company's manufacturing
yields. The Company has not experienced significant production delays
due to a shortage of materials. However, the Company does
occasionally experience problems associated with vendor supplied
materials not meeting specifications for quality or purity. A
significant failure of the Company's suppliers to deliver sufficient
quantities of necessary high-quality materials on a timely basis could
have a material adverse effect on the Company's results of operations.
ESTIMATES The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates. Our significant estimates include the following:
allowance for doubtful accounts, product warranty reserves, inventory
obsolescence, income tax accrual, deferred income tax valuation
allowances related to net operating losses primarily from our foreign
subsidiaries, and certain liabilities based on known circumstances.
FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and
assumptions were used to estimate the fair value of financial
instruments:
Cash and Cash Equivalents The carrying amount approximates fair
value because of their short maturities.
Debt Obligations The fair values of debt obligations are
estimated based upon market values of similar issues. The fair
values and carrying amounts of the Company's debt obligations,
specifically the line of credit, Yen loan and the PIDA loan, are
approximately equivalent.
CONCENTRATIONS OF CREDIT RISK Concentrations of credit risk with
respect to accounts receivable are limited due to the Company's large
number of customers. However, a significant portion of accounts
receivable is from a European distributor. As of June 30, 2002, the
accounts receivable balance from the European distributor was $2.4
million, or 11% of the accounts receivable balance. Although the
Company does not currently foresee a risk associated with these
receivables, repayment is dependent upon the financial stability of
this distributor.
COMPREHENSIVE INCOME Comprehensive income is a measure of all changes
in shareholders' equity that result from transactions and other
economic events of the period other than transactions with owners.
Accumulated other comprehensive income is a component of shareholders'
equity and consists of foreign currency translation adjustments of
$279,000 and $91,000 as of June 30, 2002 and 2001, respectively.
DERIVATIVE INSTRUMENTS SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities-Deferral
of the effective date of SFAS No. 133", and SFAS No. 138, "Accounting
for Certain Derivative Instruments and Certain Hedging Activities",
were effective for the Company as of July 1, 2000. SFAS No. 133
establishes accounting and reporting standards for derivative
instruments and hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. The Company was not required to record any transition
adjustments as a result of adopting these standards.
The Company from time to time purchases foreign currency forward
exchange contracts, primarily in Japanese Yen, that permit it to sell
specified amounts of these foreign currencies expected to be received
from its export sales for pre-established U.S. dollar amounts at
specified dates. These contracts are entered into to limit
transactional exposure to changes in currency exchange rates of export
sales transactions in which settlement will occur in future periods
and which otherwise would expose the Company, on a basis of its
aggregate net cash flows in respective currencies, to foreign currency
risk.
The Company recorded the fair value of contracts with a notional
amount of approximately $1.2 million as of June 30, 2002 on the
statement of financial position. The Company does not account for
these contracts as hedges as defined by SFAS No. 133, and records the
change in the fair value of these contracts in the results of
operations as they occur. The change in the fair value of these
contracts (decreased) increased net earnings by $(66,000) and $165,000
for the years ended June 30, 2002 and 2001, respectively.
To satisfy certain provisions of its line of credit facility, on March
6, 2002 the Company entered into a one-year interest rate cap expiring
March 6, 2003, with a notional amount of $12.5 million replacing an
interest rate collar that expired on March 5, 2002. These agreements
were entered into to limit interest rate exposure on one-half of the
$25 million term loan. The floating rate option for the cap agreement
is the one-month LIBOR rate with a cap strike rate of 3.00%. At March
31, 2002 the one-month LIBOR rate was 1.87%. The Company has elected
not to account for these agreements as hedges as defined by SFAS No.
133, and recorded the unrealized change in the fair value of these
agreements as an increase or decrease to interest expense in the
results of operations. The combined effect of these instruments
increased net earnings for fiscal 2002 by approximately $88,000. The
effect of the interest rate collar on net earnings for fiscal 2001 was
immaterial.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS NoAccounting for Asset Retirement Obligations." SFAS 143
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a
reasonable estimate of the fair value can be made. The Statement is
effective for financial statements issued for fiscal years beginning
after June 15, 2002. The Company will adopt this standard as of July
1, 2002 and does not believe that the adoption of SFAS 143 will have a
significant impact on its financial position or results of operations.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which provides guidance
that will eliminate inconsistencies in the accounting for the
impairment or disposal of long-lived assets under existing accounting
pronouncements. The Company will apply the provisions of the
pronouncement beginning July 1, 2002. The Company does not expect the
adoption of this pronouncement to have a material impact on this
financial position or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS 145 will affect income statement
classification of gains and losses from extinguishment of debt and
make certain other technical corrections. Based on current
operations, the Company does not expect the adoption of this
pronouncement to have a material impact on its financial position or
results of operations.
In June 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities". SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and
nullified EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity"
(including Certain Costs Incurred in a Restructuring). The principal
difference between SFAS 146 and Issue 94-3 relates to SFAS 146
requirements for recognition of a liability for a cost associated with
an exit or disposal activity. AFAS 146 requires that a liability for
a cost associated with an exit or disposal activity be recognized when
the liability is incurred. Under Issue 94-3, a liability for an exit
cost as generally defined in Issue 94-3 was recognized at the date of
an entity's commitment to an exit plan. The provisions of SFAS 146
are effective for exit or disposal activities that are initiated after
December 31, 2002. The Company does not expect the adoption of this
pronouncement to have a material effect on our financial position or
results of operations.
Note B ACQUISITIONS
LITTON SYSTEMS, INC. SILICON CARBIDE GROUP On October 19, 2001, the
Company acquired the Litton Systems, Inc. Silicon Carbide (SiC) group
for approximately $2.2 million in cash. The major assets acquired
were equipment, inventory and intangible assets. The cash paid
equaled the fair value of the assets as of the closing date, therefore
no goodwill was recorded. No liabilities or long-term obligations
were assumed. The acquired group, located in New Jersey, concentrates
their efforts on research and development of SiC and will complement
the Company's SiC research and development activities that have been
ongoing since 1998.
ACQUISITION OF LASER POWER CORPORATION On September 21, 1999, the
Company purchased 1,250,000 shares of Laser Power Corporation common
stock, representing an ownership interest in the company of
approximately 13%, for a total purchase price of approximately $2.8
million. Laser Power Corporation designs, manufactures, and markets
high performance optics for the industrial, medical and military
applications. Laser Power's infrared products are sold under the
Laser Power brand name. Infrared products manufactured for military
applications are sold under the Exotic Electro-Optics brand name.
On August 14, 2000, the Company increased its ownership in Laser Power
Corporation to approximately 88%, giving the Company a controlling
interest. This additional ownership was acquired for a total
consideration of approximately $23.8 million in cash and the issuance
of approximately 739,000 shares of the Company's common stock for a
total cost of $37.1 million.
On October 24, 2000, the Company completed its acquisition of Laser
Power Corporation for a total consideration of approximately $3.9
million in cash and the issuance of approximately 132,000 shares of
the Company's common stock for a total cost of $6.3 million.
This transaction has been accounted for as a purchase. The results of
Laser Power Corporation since the date of acquisition are included in
the Company's consolidated financial statements.
Pro forma results, as if the acquisition of Laser Power Corporation
had occurred at the beginning of fiscal year 2000, are as follows:
Year Ended June 30, 2002 2001 2000
---------------------------------------------------------------------
($000)
Net revenues $113,688 $125,483 $107,569
Income from continuing operations 7,264 9,019 4,801
Net income 7,264 9,019 3,573
Basic earnings per share:
Income from continuing operations $ 0.52 $ 0.66 $ 0.35
Loss from discontinued operations - - (0.09)
---------------------------------------------------------------------
Net income $ 0.52 $ 0.66 $ 0.26
Diluted earnings per share:
Income from continuing operations $ 0.51 $ 0.64 $ 0.34
Loss from discontinued operations - - (0.09)
---------------------------------------------------------------------
Net income $ 0.51 $ 0.64 $ 0.25
The pro forma results are not necessarily indicative of what actually
would have occurred if the transaction had taken place at the
beginning of the period, are not intended to be a projection of future
results and do not reflect any cost savings that might be achieved
from the combined operations. The loss from discontinued operations
relates to the activities of Laser Power Corporation in prior periods.
The pro forma information above does not include the SFAS 142
adjustment (see Note E).
Prior year financial statements reflect the adoption of the equity
method of accounting in a manner consistent with the accounting for a
step-by-step acquisition of Laser Power Corporation. The effect of
the restatement was to reclassify all of the Company's investment in
Laser Power common stock at June 30, 2000 from an investment accounted
for as an available for sale security to an investment accounted for
under the equity method. The effect of the restatement on income for
the year ended June 30, 2000 was a charge to net income of $129,000.
Note C INVENTORIES
The components of inventories are as follows:
June 30, 2002 2001
-------------------------------------------------------
($000)
Raw materials $ 4,638 $ 6,173
Work in process 8,958 8,680
Finished goods 6,145 5,929
-------------------------------------------------------
$ 19,741 $ 20,782
=======================================================
Note D PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment (at cost or valuation) consists of the
following:
June 30, 2002 2001
-------------------------------------------------------
($000)
Land and land improvements $ 1,551 $ 1,715
Buildings and improvements 30,008 24,426
Machinery and equipment 73,041 68,217
-------------------------------------------------------
104,600 94,358
Less accumulated depreciation 43,889 36,327
-------------------------------------------------------
$ 60,711 $ 58,031
=======================================================
The interest capitalized associated with the construction of buildings
and improvements approximated $118,000 and $119,000 during the years
ended June 30, 2002 and 2001, respectively. No interest was
capitalized during the year ended June 30, 2000.
Note E GOODWILL AND INTANGIBLE ASSETS
SFAS 142 "Goodwill and Other Intangible Assets", was adopted by the
Company as of July 1, 2001. SFAS 142 requires that goodwill no longer
be amortized, but instead be tested for impairment at least annually.
SFAS 142 also requires recognized intangible assets be amortized over
their respective estimated useful lives and reviewed for impairment in
accordance with SFAS 121 "Accounting for Long-Lived Assets and for
Long-lived Assets to Be Disposed Of". Any recognized intangible asset
determined to have an indefinite useful life will not be amortized, but
instead tested for impairment in accordance with the Standard until its
life is determined to no longer be indefinite. As of June 30, 2001,
the Company had goodwill and other intangible assets, net of
accumulated amortization of $33.3 million, which was subject to the
transitional assessment provisions of SFAS 142. A third-party
valuation advisory service was engaged by the Company to calculate the
fair value of the identified reporting units of the Company which have
recorded goodwill. A discounted cash flow model was used to determine
the fair value of the reporting units for purposes of testing goodwill
for impairment. The discount rate used was based on a risk-adjusted
weighted average cost of capital for the Company. The Company
completed its impairment test of goodwill prior to December 31, 2001.
The results of this test indicated that the Company's goodwill was not
impaired as of July 1, 2001, therefore, no impairment loss was
recorded.
In accordance with SFAS 142, the Company evaluates its goodwill on an
annual basis. The Company completed a discounted cash flow and
comparable market capitalization analysis by identified reporting units
of the Company which have recorded goodwill as of June 30, 2002. Based
on the results of this analysis, the Company's goodwill was not
impaired as of June 30, 2002.
In accordance with SFAS 142, the Company discontinued the amortization
of goodwill effective July 1, 2001. The following pro forma
information adjusts previously reported net earnings, basic earnings
per share and diluted earnings per share to exclude goodwill
amortization:
Year Ended June 30, 2002 2001 2000
------- ------- -------
($000)
Net earnings $ 7,264 $ 9,491 $ 7,311
Add: Goodwill amortization - 1,473 87
------- ------- -------
Adjusted net income $ 7,264 $10,964 $ 7,398
======= ======= =======
Basic earnings per share $ 0.52 $ 0.69 $ 0.57
Add: Goodwill amortization - 0.11 .01
------- ------- -------
Adjusted net income $ 0.52 $ 0.80 $ 0.58
======= ======= =======
Diluted earnings per share $ 0.51 $ 0.67 $ 0.55
Add: Goodwill amortization - 0.10 0.01
------- ------- -------
Adjusted net income $ 0.51 $ 0.77 $ 0.56
======= ======= =======
Changes in carrying amount of goodwill are included below:
Year Ended June 30, 2002 2001
-------- --------
($000)
Balance - Beginning of Year $ 29,236 $ 1,792
Goodwill acquired - Laser Power Corporation - 28,917
Goodwill amortization - (1,473)
Reclassification of intangibles into goodwill 229 -
Tax adjustment (478) -
-------- --------
Balance - End of Year $ 28,987 $ 29,236
The Company completed a tax project in fiscal 2002 relating to its
acquisition of Laser Power Corporation in August 2000. The result of
this tax study identified additional deferred income tax assets of
$311,000 and a reduction in current income tax payable of $167,000.
These tax adjustments resulted in a reduction of goodwill of $478,000
related to the acquisition of Laser Power Corporation during the year
ended June 30, 2002.
The gross carrying amount and accumulated amortization of the Company's
intangible assets other than goodwill as of June 30, 2002 and 2001 are
as follows ($000):
June 30, 2002 June 30, 2001
-----------------------------------------------------------------------------
Gross Net Gross Net
Carrying Accumulated Book Carrying Accumulated Book
Amount Amortization Value Amount Amortization Value
-------- ------------ ----- -------- ------------ ------
Patents $2,193 ($ 757) $1,436 $2,142 ($ 285) $1,857
Trademark 1,491 (143) 1,348 1,491 (68) 1,423
Other 1,250 (801) 449 1,751 (945) 806
-------- ------------ ----- -------- ------------ ------
Total $4,934 ($1,701) $3,233 $5,384 ($1,298) $4,086
======== ============ ===== ======== ============ ======
In addition to the equipment written-off as noted in Note A under
property, plant and equipment, related technology with a net book value
of approximately $235,000 net of tax was written off as a charge to
operations in fiscal 2002.
Amortization expense recorded on the intangible assets for the years
ended June 30, 2002, 2001 and 2000 was $363,000 $393,000, and $239,000,
respectively. The estimated amortization expense for existing
intangible assets for each of the five succeeding years is as follows:
Year Ended June 30,
---------------------------
($000)
2003 $328,000
2004 328,000
2005 328,000
2006 276,000
2007 177,000
===========================
Note F DEBT
The components of debt are as follows:
June 30, 2002 2001
----------------------------------------------------------------------
($000)
Line of credit, interest at the
LIBOR Rate,as defined, plus 1.375%
and 1.25%, respectively $ 10,750 $ 9,500
Term loan, interest at the LIBOR Rate,
as defined,plus 1.375% and 1.25%,
respectively, payable in quarterly
installments through August 2005 21,250 25,000
Pennsylvania Industrial Development Authority
(PIDA) term note, interest at 3%, payable
in monthly installments through October 2011 499 546
Term note, interest at the Japanese Yen Base Rate,
as defined, plus 1.49%, principal payable in
full in September 2002 (See Note M) 1,983 1,902
Other 21 58
----------------------------------------------------------------------
Total debt 34,503 37,006
Current portion of long-term debt (5,068) (3,834)
----------------------------------------------------------------------
Long-term debt $29,435 $33,172
======================================================================
The Company has a $45.0 million secured credit agreement, which it
obtained in connection with the Company's acquisition of Laser Power
Corporation. The facility has a five-year life effective August 14,
2000 and contains term and line of credit borrowing options.
The facility is collateralized by the Company's accounts receivables and
inventory, a pledge of all of the capital stock of each of the
Company's existing direct and indirect domestic subsidiaries, and a
pledge of 65% of the stock of the Company's foreign subsidiaries.
Additionally, the facility is subject to certain restrictive covenants,
including those related to minimum net worth, leverage and interest
coverage. This facility has an interest rate range of LIBOR plus 0.88%
to LIBOR plus 1.50%. The weighted average interest rate of borrowings
under the credit agreement was 3.36% and 5.31%, respectively,
at June 30, 2002 and 2001. The average outstanding borrowings under
the line of credit were $33.0 million and $28.9 million during the
years ended June 30, 2002 and 2001, respectively. The Company had
available $12.0 million and $16.1 million under its line of credit as
of June 30, 2002 and 2001, respectively.
In September 1997, the Company obtained a 237 million Yen loan with PNC
Bank. Interest is at a rate equal to the lesser of the floating rate
or the maximum rate as defined in the loan agreement. The floating
rate is equal to the Japanese Yen Base Rate, as defined, plus 1.49% and
the maximum rate is 3.74%. The Japanese Yen Base Rate was 0.10% and
0.13% and the floating rate was 1.59% and 1.62% at June 30, 2002 and
2001, respectively.
On June 28, 2002, the Company amended the credit facility to allow for
a renewal of and an increase to the principal of the Yen loan. The
principal amount available under the Yen loan was increased to 300
million Yen. Additionally, terms relating to the required interest
rate protection agreement and to a restrictive covenant were amended to
enhance the clarity of the agreement. All other substantial terms and
conditions of the credit facility remain unchanged.
The Company has a line of credit facility with a Singapore bank which
permits maximum borrowings in the local currency of approximately
$415,000 and $385,000 for the fiscal year ended June 30, 2002 and 2001,
respectively. Borrowings are payable upon demand with interest being
charged at the rate of 1.00% above the bank's prevailing prime lending
rate. The interest rate at June 30, 2002 and 2001 was 6.00%. At June
30, 2002 and 2001 there were no outstanding borrowings under this
facility.
The aggregate annual amounts of principal payments required on the
long-term debt, considering the refinancing of the Yen loan, are as
follows:
Year Ending June 30,
---------------------------
($000)
2003 $ 5,068
2004 6,923
2005 7,550
2006 12,676
2007 53
Thereafter 2,233
===========================
Interest and commitment fees paid during the years ended June 30, 2002,
2001 and 2000 totaled approximately $1.4 million, $2.3 million and $0.4
million, respectively.
Note G INCOME TAXES
The components of income tax expense are as follows:
Year Ended June 30, 2002 2001 2000
----------------------------------------------------------
($000)
Current
Federal $ 423 $2,387 $1,094
State 233 387 53
Foreign 690 939 667
----------------------------------------------------------
Total 1,346 3,713 1,814
==========================================================
Deferred:
Federal $ 1,015 $1,119 $ 528
State 190 118 60
Foreign (305) 115 43
----------------------------------------------------------
Total 900 1,352 631
==========================================================
Provision for Income Taxes $ 2,246 $5,065 $2,445
==========================================================
Principal items comprising deferred income taxes are as follows:
June 30, 2002 2001
------------------------------------------------- ------- -------
($000)
Deferred income tax liabilities
Tax over book accumulated depreciation $ 4,333 $ 3,476
Intangible assets 962 1,474
------------------------------------------------- ------- -------
Deferred income taxes liability - long-term $ 5,295 $ 4,950
================================================= ======= =======
Deferred income tax assets
Transfer price adjustment $ 167 $ -
Inventory capitalization 1,004 1,256
Non-deductible accruals 1,416 1,248
Net-operating loss carryforward - current portion 870 800
------------------------------------------------- ------- -------
Deferred income taxes asset - current $ 3,457 $ 3,304
================================================= ======= =======
Net-operating loss carryforward $ 1,882 $ 2,334
Valuation allowance (468) (317)
------------------------------------------------- ------- -------
Deferred income tax asset - long-term $ 1,414 $ 2,017
================================================= ======= =======
Net deferred income tax asset (liability) ($ 424) $ 371
================================================= ======= =======
The reconciliation of income tax expense at the statutory federal rate
to the reported income tax expense is as follows:
Year Ended June 30, 2002 % 2001 % 2000 %
---------------------------------------------- -------- -- -------- -- -------- --
($000)
Taxes at statutory rate $ 3,234 34 $ 4,949 34 $ 3,317 34
Increase (decrease) in taxes resulting from:
State income taxes - net of federal benefit 279 3 358 3 69 -
Excludable Foreign Sales
Corporation income (719) (7) (378) (3) (628) (6)
Excludable foreign income (525) (6) (124) (1) (728) (7)
Foreign taxes 83 1 126 1 181 2
Non-deductible goodwill amortization - - 500 3 30 -
Other (106) (1) (366) (2) 204 2
---------------------------------------------- -------- -- -------- -- -------- --
$ 2,246 24 $ 5,065 35 $ 2,445 25
============================================== ======== == ======== == ======== ==
During the years ended June 30, 2002, 2001,and 2000, cash paid by the
Company for income taxes was approximately $1.4 million, $1.7 million,
and $1.6 million, respectively.
The Company has not recorded deferred income taxes applicable to
undistributed earnings of foreign subsidiaries that are indefinitely
reinvested outside the United States. If the earnings of such foreign
subsidiaries were not indefinitely reinvested, an additional deferred
tax liability of approximately $6.9 million and $5.6 million would have
been required as of June 30, 2002 and 2001, respectively.
The sources of differences resulting in deferred income tax expense
(benefit) and the related tax effect of each were as follows:
Year Ended June 30, 2002 2001 2000
---------------------------------------- ----- ------ -----
($000)
Depreciation and amortization $ 344 $2,232 $ 691
Inventory capitalization 252 (872) (119)
Net operating loss carryforward 639 729 145
Other - primarily nondeductible accruals (335) (737) (86)
---------------------------------------- ----- ------ -----
$ 900 $1,352 $ 631
======================================== ===== ====== =====
As of June 30, 2002, net operating loss carryforwards totaled $4.6
million. Of that amount, $3.1 million expire in 2018. The remaining
$1.5 million expire in 2019.
Note H OPERATING LEASES
The Company leases certain property under operating leases that expire
at various dates through fiscal 2007. Future rental commitments
applicable to the operating leases at June 30, 2002 are as follows:
Year Ended June 30,
---------------------------
($000)
2003 $ 971
2004 712
2005 572
2006 561
2007 261
Thereafter -
============================
Rent expense was approximately $1.1 million, $1.0 million and $0.5
million for the years ended June 30, 2002, 2001 and 2000, respectively.
Note I STOCK OPTION PLANS
The Company has a stock option plan under which stock options have been
granted by the Board of Directors to certain officers and key
employees, with 3,870,000 shares of common stock reserved for use under
this plan. All options to purchase shares of common stock granted to-
date have been at market price at the date of grant. Generally, twenty
percent of the options may be exercised one year from the date of grant
with comparable annual increases on a cumulative basis each year
thereafter. The stock option plan also has vesting provisions
predicated upon the death, retirement or disability of the optionee.
The amount available for future grants under the stock option plan was
1,122,377 as of June 30, 2002.
The Company has a nonemployee directors stock option plan with 240,000
shares of common stock reserved for use under this plan. The plan
provides for the automatic grant of options to purchase 30,000 shares
to each nonemployee director at the fair value on the date of
shareholder approval of the plan and a similar grant for each
nonemployee director that joined the Board prior to October 1999.
Twenty percent of the options granted may be exercised one year from
the date of grant with comparable annual increases on a cumulative
basis each year thereafter. The amount available for future grants
under the nonemployee directors stock option plan was 120,000 as of
June 30, 2002.
All stock options expire 10 years after the grant date.
Stock option activity relating to the plans in each of the three years
in the period ended June 30, 2002 is as follows:
Number of Weighted
Shares Subject Average Exercise
Options to Option Price Per Share
--------------------------------------------------------------
Outstanding - July 1, 1999 1,277,990 $ 4.49
Granted 80,300 $ 9.38
Exercised (224,570) $ 3.00
Forfeited (26,994) $ 8.30
--------------------------------------------------------------
Outstanding - July 1, 2000 1,106,726 $ 5.04
Granted 225,775 $ 17.27
Exercised (128,460) $ 3.63
Forfeited (29,750) $ 7.55
--------------------------------------------------------------
Outstanding - July 1, 2001 1,174,291 $ 7.47
Granted 45,950 $ 15.10
Exercised (119,640) $ 2.96
Forfeited (39,320) $ 13.98
--------------------------------------------------------------
Outstanding - June 30, 2002 1,061,281 $ 8.07
Exercisable - June 30, 2002 744,620 $ 5.76
Exercisable - June 30, 2001 737,569 $ 4.41
Exercisable - June 30, 2000 733,416 $ 3.75
==============================================================
Outstanding and exercisable options at June 30, 2002 are as follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------- -------------------
Weighted
Average
Remaining Weighted Weighted
Range of Contractual Average Average
Exercise Number of Life Exercise Number of Exercise
Prices Shares (Years) Price Shares Price
--------------- ---------- ----------- --------- ------- --------
$ 1.00 - $ 2.00 297,100 2.29 $ 1.59 297,100 $ 1.59
$ 4.25 - $ 5.50 251,726 5.22 $ 5.21 188,195 $ 5.15
$ 6.09 - $10.00 194,420 5.15 $ 8.93 163,120 $ 9.11
$10.50 - $15.74 121,470 7.25 $ 13.31 55,940 $ 11.67
$16.00 - $23.38 196,565 8.16 $ 17.43 40,265 $ 17.56
--------------- ---------- ---- ------- ------- -------
1,061,281 5.16 $ 8.07 744,620 $ 5.76
=============== ========== ==== ======= ======= =======
The Company uses the intrinsic value approach specified in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees." Had the Company determined compensation costs based upon
the fair value of the options at the grant dates in accordance with
SFAS No. 123, "Accounting for Stock-Based Compensation," its net
earnings for the years ended June 30, 2002, 2001 and 2000 would have
been reduced by $632,000, $635,000 and $390,000 or $.04, $.04 and $.03
per diluted share, respectively.
The pro forma adjustments were calculated using the Black-Scholes
option pricing model under the following weighted-average assumptions
in each fiscal year:
Year Ended June 30, 2002 2001 2000
---------------------------------------------------------------
Risk free interest rate 3.81% 6.1% 6.5%
Expected volatility 47% 92% 81%
Expected life of options 7.00 years 6.40 years 5.95 years
Expected dividends none none none
Based on the option pricing model, options granted during the years
ended June 30, 2002, 2001 and 2000 had fair values at the date of the
grant of $8.09, $13.81 and $6.90 per share, respectively.
Note J SEGMENT AND GEOGRAPHIC REPORTING
The Company reports its segments using the "management approach" model
for segment reporting. The management approach model is based on the
way a company's management organizes segments within the company for
making operating decisions and assessing performance. Reportable
segments are based on products and services, geography, legal
structure, management structure or any other manner in which management
segregates a company.
The Company's reportable segments offer similar products to different
target markets. The segments are managed separately due to the
production requirements and facilities that are unique to each segment.
The Company has three reportable segments: Optical Components, which
is an aggregation of the Company's infrared optics and material
products business and the Company's VLOC subsidiary; Radiation
Detectors, which is the Company's eV PRODUCTS division; and the
Company's Laser Power Corporation subsidiary acquired in fiscal 2001.
The Optical Components segment is divided into the geographic locations
within the United States, Singapore, China, Japan and the United
Kingdom. Each geographic location is directed by a general manager and
is further divided into production and administrative units that are
directed by managers. The Optical Components segment designs,
manufactures and markets optical and electro-optical components,
devices and materials for precision use in infrared, near infrared and
visible light instrumentation. The Optical Components segment includes
certain general corporate management and administrative activities of
the Company which are not allocated to the other segments, certain
research and development activities of the Company not necessarily
specific to the Optical Components segment and other unallocated
charges.
The Radiation Detectors segment is located in the United States and is
a division of the Company. The Radiation Detectors segment is directed
by a general manager. The Radiation Detectors segment is further
divided into production and administrative units that are directed by
managers. The Radiation Detectors segment develops and markets solid-
state x-ray and gamma-ray products for the nuclear radiation detection
industry.
The Laser Power Corporation segment is located primarily in the United
States. Laser Power Corporation is directed by a general manager. The
Laser Power Corporation segment is further divided into production and
administrative units that are directed by managers. The Laser Power
Corporation segment designs, manufactures and markets high performance
optics for military, industrial and medical applications. Laser
Power's infrared products are sold under the Laser Power brand name.
Infrared products manufactured for military applications are sold under
the Exotic Electro-Optics brand name.
The accounting policies of the segments are the same as those described
in the Summary of Significant Accounting Policies (see Note A).
Substantially all of the Company's corporate expenses are allocated to
the segments. The Company evaluates segment performance based upon
reported segment profit or loss from operations. Inter-segment sales
and transfer have been eliminated.
Optical Radiation Laser Power
Components Detectors Corporation Totals
--------------------------------------------------------------------------------------
($000)
2002
Net revenues $ 74,693 $ 6,490 $ 32,505 $113,688
Income (loss) from operations 12,331 (1,703) 737 11,365
Interest expense - - - 1,444
Other expense, net - - - 463
Equity income - 52 - 52
Earnings before income taxes - - - 9,510
Depreciation and amortization 6,120 700 1,972 8,792
Segment assets 93,805 10,214 47,882 151,901
Expenditures for property,
plant and equipment 6,370 1,203 1,090 8,663
Equity investment - 1,750 - 1,750
Goodwill 1,926 - 27,061 28,987
------------------------------ -------- -------- -------- --------
($000)
2001
Net revenues $ 83,345 $ 8,863 31,126 $123,334
Income (loss) from operations 15,036 (992) 4,224 18,268
Interest expense - - - 2,330
Other expense, net - - - 1,382
Earnings before income taxes - - - 14,556
Depreciation and amortization 5,208 685 2,811 8,704
Segment assets 84,642 8,173 55,358 148,173
Expenditures for property,
plant and equipment 14,914 490 1,295 16,699
Goodwill 1,698 - 27,538 29,236
------------------------------ -------- -------- -------- --------
2000
Net revenues $ 68,302 $ 5,790 - $ 74,092
Income (loss) from operations 12,427 (2,096) - 10,331
Interest expense - - - 349
Other expense, net - - - 226
Earnings before income taxes - - - 9,756
Depreciation and amortization 4,352 667 - 5,019
Segment assets 76,476 7,650 - 84,126
Expenditures for property,
plant and equipment 8,501 376 - 8,877
Goodwill 1,792 - - 1,792
------------------------------ -------- -------- -------- --------
Geographic information for revenues, based on country of origin, and
long-lived assets which include property, plant and equipment, goodwill
and other intangibles, net of related depreciation and amortization
follows:
Revenues
------------------------------------------------------------
Year Ended June 30, 2002 2001 2000
------------------------------------------------------------
($000)
United States $ 89,659 $ 97,753 $ 55,493
Singapore 9,714 8,230 6,867
Japan 8,301 11,668 9,839
Belgium 4,305 3,460 -
United Kingdom 1,709 2,223 1,893
------------------------------------------------------------
Total Non-United States 24,029 25,581 18,599
------------------------------------------------------------
$113,688 $123,334 $ 74,092
============================================================
Long-Lived Assets
------------------------------------------------------------
Year Ended June 30, 2002 2001 2000
------------------------------------------------------------
($000)
United States $88,570 $86,606 $41,533
Singapore 2,390 2,801 1,347
Japan 27 17 36
Belgium 472 476 -
China 1,465 1,443 1,263
United Kingdom 7 10 12
------------------------------------------------------------
Total Non-United States 4,361 4,747 2,658
------------------------------------------------------------
$92,931 $91,353 $44,191
============================================================
Note K EMPLOYEE BENEFIT PLANS
Eligible employees of the Company participate in a profit sharing
retirement plan. Contributions to the plan are made at the discretion
of the Company's board of directors and were approximately $738,000,
$1,122,000 and $812,000 for the years ended June 30, 2002, 2001 and
2000, respectively.
The Company has an employee stock purchase plan for employees who have
completed six months of continuous employment with the Company. The
employee may purchase the common stock at 5% below the prevailing
market price. The amount of shares which may be bought by an employee
is limited to 10% of the employee's base pay for each fiscal year.
This plan, as amended, limits the number of shares of commons stock
available for purchase to 400,000 shares. There were 206,454 and
215,313 shares of common stock available for purchase under the plan at
June 30, 2002 and 2001, respectively.
The Company has no program for postretirement health and welfare and
post employment benefits.
The II-VI Incorporated Deferred Compensation Plan (the "Plan") is
designed to allow officers and key employees of the Company to defer
receipt of compensation into a trust fund for retirement purposes. The
Plan is a nonqualified, defined contribution employees' retirement
plan. At the Company's discretion, the Plan may be funded by the
Company making contributions based on compensation deferrals, matching
contributions and discretionary contributions. Compensation deferrals
will be based on an election by the participant to defer a percentage
of compensation under the Plan. All assets in the Plan are subject to
claims of the Company's creditors until such amounts are paid to the
Plan participants. Employees of the Company made contributions to the
Plan in the amount of approximately $71,000, $354,000 and $248,000 for
the years ended June 30, 2002, 2001, and 2000, respectively.
Note L CONTINGENCIES
As the result of issues generated in the course of daily business, the
Company is involved in legal proceedings. Management believes that the
final disposition of these proceedings will not have a material adverse
effect on the Company's operations, financial position, liquidity or
results of operations.
Note M SUBSEQUENT EVENTS
European Distribution Joint Venture
Effective September 25, 2002, the Company reached an agreement with
L.O.T.-Oriel Laser Optik Technologie Holding GmbH and L.O.T. - Oriel
Laser Optik GmbH & Co. KG of Darmstadt, Germany (collectively L.O.T.)
to establish a new European joint venture to distribute II-VI
Incorporated and Laser Power Corporation products in Germany. The
Company purchased a 75% controlling interest in this joint venture,
called II-VI L.O.T. GmbH (II-VI/L.O.T.), for approximately $2.8 million
net of taxes already or to be refunded to the Company. II-VI/L.O.T.
will be based in Darmstadt, Germany and will provide distribution,
marketing and laser specific know-how needed to successfully sell both
II-VI and Laser Power products in Germany to OEM and aftermarket
customers.
Yen Loan
On September 23, 2002, the Company replaced its 237 million Yen loan
with PNC Bank, with a 300 million Yen loan with the same bank. This
loan matures on September 25, 2007. Interest is at a rate equal to the
Japanese Yen base rate, as defined in the loan agreement, plus 1.49%.
Due to this event, the aggregate annual amounts of principal payments
required on the long-term debt as of June 30, 2002 were revised to
reflect this transaction (see Note F).
SCHEDULE II
II-VI INCORPORATED AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED JUNE 30, 2000, 2001 AND 2002
(IN THOUSANDS OF DOLLARS)
Additions (1)
-----------------
Balance at Charged Charged Deduction Balance
Beginning to to Other from at End
of Year Expense Accounts Reserves of Year
---------- ------- -------- ---------- -------
YEAR ENDED
JUNE 30, 2000:
Allowance for
doubtful accounts
& warranty returns $ 457 $ 213 $ 7 $ 102 (2) $ 575
YEAR ENDED
JUNE 30, 2001:
Allowance for
doubtful accounts
& warranty returns $ 575 $ 232 $ 94 $ 152 (2) $ 749
YEAR ENDED
JUNE 30, 2002:
Allowance for
doubtful accounts
& warranty returns $ 749 $ 158 $ 42 $ 102 (2) $ 847
Other (3) $ - $ 780 $ - $ 88 $ 692
------
(1) Amounts primarily relate to businesses acquired, warranty returns
and the effects of foreign currency translation.
(2) Uncollectible accounts written off, net of recovery
(3) Primarily relates to the closing of manufacturing operations in
Mexico and the costs related to consolidating several of the
Company's European distribution arrangements.
QUARTERLY FINANCIAL DATA
FISCAL 2002
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
QUARTER ENDED 2001 2001 2002 2002
------------------------------------- ------------- ------------ --------- --------
($000 except per share data)
Net revenues $28,693 $27,446 $27,441 $30,108
Cost of goods sold 18,590 18,640 19,848 19,559
Internal research and development 990 1,345 1,153 953
Selling, general and administrative 5,645 4,876 4,824 5,900
Interest expense 542 358 313 231
Other expense (income) - net (565) (95) (353) 1,424
------------------------------------- ------- -------- ------- -------
Earnings before income taxes 3,491 2,322 1,656 2,041
Income taxes 1,152 577 492 25
------------------------------------- ------- -------- ------- -------
Net earnings $ 2,339 $ 1,745 $ 1,164 $ 2,016
------------------------------------- ------- ------- ------- -------
Basic earnings per share $ 0.17 $ 0.13 $ 0.08 $ 0.14
------------------------------------- ------- ------- ------- -------
Diluted earnings per share $ 0.16 $ 0.12 $ 0.08 $ 0.14
===================================== ======= ======= ======= =======
Other expense for the quarter ended June 30, 2002 includes the closing
of operations of Laser Power in Mexico of $400, costs related to
consolidating several of the Company's European distribution
arrangements of $350, and the write-off of certain crystal growth
equipment and technology of $700.
FISCAL 2001
SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30,
QUARTER ENDED 2000 2000 2001 2001
------------------------------------- ------------- ------------ --------- --------
($000 except per share data)
Net revenues $26,713 $31,738 $32,531 $32,352
Cost of goods sold 16,180 19,364 20,847 19,409
Internal research and development 992 1,166 1,088 1,253
Selling, general and administrative 6,268 6,239 6,083 6,177
Interest expense 337 837 657 499
Other expense (income) - net 67 543 180 592
------------------------------------- ------- ------- ------- -------
Earnings before income taxes 2,869 3,589 3,676 4,422
Income taxes 909 1,246 1,241 1,669
------------------------------------- ------- ------- ------- -------
Net earnings $ 1,960 $ 2,343 $ 2,435 $ 2,753
------------------------------------- ------- ------- ------- -------
Basic earnings per share $ 0.15 $ 0.17 $ 0.18 $ 0.20
------------------------------------- ------- ------- ------- -------
Diluted earnings per share $ 0.14 $ 0.16 $ 0.17 $ 0.19
===================================== ======= ======= ======= =======
Fiscal 2001 results reflect the August 2000 acquisition of Laser Power
Corporation.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth above in Part I under the caption
"Executive Officers of the Registrant" is incorporated herein by
reference. The other information required by this item is incorporated
herein by reference to the information set forth under the captions
"Election of Directors", "Board of Directors and Board Committees" and
"Other Matters - Section 16(a) Beneficial Ownership Reporting
Compliance" in the Company's definitive proxy statement for the 2002
Annual Meeting of Shareholders filed pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by
reference to the information set forth in the second paragraph under
the caption "Board of Directors and Board Committees" and the
information set forth under the caption "Executive Compensation and
Other Information" in the Company's definitive proxy statement for the
2002 Annual Meeting of Shareholders filed pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
Number of securities
Number of securities remaining available for
to be issued Weighted-average future issuance under
upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column (a) )
---------------------------------------------------------------------------------------------------
(a) (b) (c)
Equity compensation
plans approved by
security holders 1,061,281 $8.07 1,242,377
Equity compensation
plans not approved
by security holders 0 0 0
------------------------- --------- ----- ---------
Total 1,061,281 $8.07 1,242,377
========================= ========= ===== =========
The other information required by this item is incorporated herein
by reference to the information set forth under the caption "Principal
Shareholders" in the Company's definitive proxy statement for the 2002
Annual Meeting of Shareholders filed pursuant to Regulation 14A of the
Securities Exchange Act of 1934, as amended.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by
reference to the information set forth under the caption "Board of
Directors and Board Committees" in the Company's definitive proxy
statement for the 2002 Annual Meeting of Shareholders filed pursuant to
Regulation 14A of the Securities Exchange Act of 1934, as amended.
ITEM 14. CONTROLS AND PROCEDURES
Not yet applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) (1) Financial Statements
The financial statements are set forth under Item 8 of this
annual report on Form 10-K.
(2) Schedules
Schedule II - Valuation and Qualifying Accounts for each of
the three years in the period ended June 30, 2002 is
set forth under Item 8 of this annual report on Form 10-K.
Financial statements, financial statement schedules and exhibits
not listed have been omitted where the required information is included
in the consolidated financial statements or notes thereto, or is not
applicable or required.
(3) Exhibits.
Exhibit
Number Description of Exhibit
------- ----------------------
3.01 Amended and Restated Articles Incorporated herein by
of Incorporation of II-VI Exhibit 3.02 to reference is
Incorporated Registration Statement No.
33-16389 on Form S-1.
3.02 Amended and Restated By-Laws Incorporated herein by
of II-VI Incorporated reference is II-VI's Annual
Report on Form 10-K for the
fiscal year ended
June 30, 2002.
4.01 Rights Agreement dated as of Incorporated herein by
August 11, 2001 reference is Exhibit 1 to
the Company's Exchange Act
Registration Statement
on Form 8-A (file number
0-16195) filed on
August 28, 2001.
10.01 II-VI Incorporated Employees' Incorporated herein by
Stock Purchase Plan reference is Exhibit 10.03
to Registration Statement
No. 33-16389 on Form S-1.
10.02 II-VI Incorporated Amended Incorporated herein by
and Restated Employees' Stock reference is Exhibit 10.04
Purchase Plan to Registration Statement
No. 33-16389 on Form S-1.
10.03 First Amendment to the II-VI Incorporated herein by
Incorporated Amended and reference Exhibit 10.01 to
Restated Employees' Stock II-VI's Form 10-Q for the
Purchase Plan Quarter Ended March 31, 1996.
10.04 II-VI Incorporated Amended and Incorporated herein by
Restated Employees' Profit reference is Exhibit 10.05
-Sharing Plan and Trust to Registration Statement
Agreement, as amended No. 33-16389 on Form S-1.
10.05 Form of Representative Incorporated herein by
Agreement between II-VI and reference is Exhibit 10.15
its foreign representatives to Registration Statement
No. 33-16389 on Form S-1.
Exhibit
Number Description of Exhibit
------- ----------------------
10.06 Form of Employment Agreement* Incorporated herein by
reference is Exhibit 10.16
to Registration Statement
33-16389 on Form S-1.
10.07 Description of Management-By- Incorporated herein by
Objective Plan* reference is Exhibit 10.09
to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1993.
10.08 II-VI Incorporated 1994 Incorporated herein by
Nonemployee Directors Stock reference is Exhibit A to
Option Plan* II-VI's Proxy Statement
dated September 30, 1994.
10.09 II-VI Incorporated Deferred Incorporated herein by
Compensation Plan* reference is Exhibit 10.12
to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1996.
10.10 Trust Under the II-VI Incorporated herein by
Incorporated Deferred reference is Exhibit 10.13
Compensation Plan* to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1996.
10.11 Description of Bonus Incorporated herein by
Incentive Plan* reference is Exhibit 10.14
to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1996.
10.12 Amended and Restated II-VI Incorporated herein by
Incorporated Deferred reference is Exhibit 10.01
Compensation Plan* to II-VI's Form 10-Q for the
Quarter Ended
December 31, 1996.
10.13 Amended and Restated II-VI Incorporated herein by
Incorporated 1997 Stock Option reference is Exhibit 10.04
Plan* to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1998.
10.14 Agreement by and between Incorporated herein by
PNC Bank, National Association reference is Exhibit 10.01
and II-VI Incorporated for to II-VI's Form 10-Q for
Amended and Restated Letter the Quarter Ended
Agreement for Committed Line March 31, 1999.
of Credit and Japanese Yen
Term Loan
10.15 Credit Agreement by and among Incorporated herein by
II-VI Incorporated, its reference is Exhibit (b)(1)
subsidiary guarantors, various to Amendment No. 3 to the
lenders and PNC Bank, National Company's Tender Offer
Association dated as of Statement on Schedule TO
August 14, 2000 filed on August 24, 2000.
10.16 II-VI Incorporated Stock Incorporated herein by
Option Plan of 2001 reference is Exhibit 10.01
to II-VI's Form 10-Q for the
quarter ended
December 31, 2001.
Exhibit
Number Description of Exhibit
------- ----------------------
10.17 First Amendment to Credit Incorporated herein by
Agreement by and among reference as filed with
II-VI Incorporated, its II-VI's Annual Report on
subsidiary guarantors, various Form 10-K for the fiscal
lenders and PNC Bank, National year ended June 30, 2002.
Association dated as of
June 28, 2002
21.01 List of Subsidiaries of Incorporated herein by
II-VI Incorporated reference as filed with
II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 2002.
23.01 Consent of Deloitte Incorporated herein by
& Touche LLP reference as filed with
II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 2002.
23.02 Consent of Deloitte Filed herewith.
& Touche LLP
99.01 Certification Pursuant Incorporated herein by
to 18 U.S.C. Section 1350, reference as filed with
as Adopted Pursuant to II-VI's Annual Report on
Section 906 of the Form 10-K for the fiscal
Sarbanes-Oxley Act year ended June 30, 2002.
of 2002 for Carl J. Johnson
99.02 Certification Pursuant Incorporated herein by
to 18 U.S.C. Section 1350, reference as filed with
as Adopted Pursuant to II-VI's Annual Report on
Section 906 of the Form 10-K for the fiscal
Sarbanes-Oxley Act year ended June 30, 2002.
of 2002 for Craig A. Creaturo
99.03 Certification Pursuant Filed herewith.
to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act
of 2002 for Carl J. Johnson
99.04 Certification Pursuant Filed herewith.
to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act
of 2002 for Craig A. Creaturo
-------
* Denotes management contract or compensatory plan, contract or
arrangement.
The Registrant will furnish to the Commission upon request copies
of any instruments not filed herewith which authorize the issuance
of long-term obligations of Registrant not in excess of 10% of the
Registrant's total assets on a consolidated basis.
(b) No reports on Form 8-K have been filed during the fourth quarter
of fiscal year 2002.
(c) The Company hereby files as exhibits to this Form 10-K the
exhibits set forth in Item 15(a)(2) above.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amended annual report to be signed
on its behalf by the undersigned thereunto duly authorized.
II-VI INCORPORATED
(Registrant)
Date: September 30, 2002 By: /s/ Carl J. Johnson
Carl J. Johnson
Chairman and Chief Executive Officer
CERTIFICATIONS
I, Carl J. Johnson, certify that:
1. I have reviewed this amended annual report on Form 10-K/A of
II-VI Incorporated;
2. Based on my knowledge, this amended annual report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this amended annual report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this amended annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this amended annual report.
September 30, 2002 By: /s/ Carl J. Johnson
Carl J. Johnson
Chairman, Chief Executive Officer
and Director
I, Craig A. Creaturo, certify that:
1. I have reviewed this amended annual report on Form 10-K/A of
II-VI Incorporated;
2. Based on my knowledge, this amended annual report does not
contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made,
in light of the circumstances under which such statements
were made, not misleading with respect to the period covered
by this amended annual report; and
3. Based on my knowledge, the financial statements, and other
financial information included in this amended annual report,
fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this amended annual report.
September 30, 2002 By: /s/ Craig A. Creaturo
Craig A. Creaturo
Treasurer (principal financial officer)
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
-------- ----------------------
3.01 Amended and Restated Articles Incorporated herein by
of Incorporation of II-VI Exhibit 3.02 to reference is
Incorporated Registration Statement No.
33-16389 on Form S-1.
3.02 Amended and Restated By-Laws Incorporated herein by
of II-VI Incorporated reference is II-VI's Annual
Report on Form 10-K for the
fiscal year ended
June 30, 2002.
4.01 Rights Agreement dated as of Incorporated herein by
August 11, 2001 reference is Exhibit 1 to
the Company's Exchange Act
Registration Statement
on Form 8-A (file number
0-16195) filed on
August 28, 2001.
10.01 II-VI Incorporated Employees' Incorporated herein by
Stock Purchase Plan reference is Exhibit 10.03
to Registration Statement
No. 33-16389 on Form S-1.
10.02 II-VI Incorporated Amended Incorporated herein by
and Restated Employees' Stock reference is Exhibit 10.04
Purchase Plan to Registration Statement
No. 33-16389 on Form S-1.
10.03 First Amendment to the II-VI Incorporated herein by
Incorporated Amended and reference Exhibit 10.01 to
Restated Employees' Stock II-VI's Form 10-Q for the
Purchase Plan Quarter Ended March 31, 1996.
10.04 II-VI Incorporated Amended and Incorporated herein by
Restated Employees' Profit reference is Exhibit 10.05
-Sharing Plan and Trust to Registration Statement
Agreement, as amended No. 33-16389 on Form S-1.
10.05 Form of Representative Incorporated herein by
Agreement between II-VI and reference is Exhibit 10.15
its foreign representatives to Registration Statement
No. 33-16389 on Form S-1.
10.06 Form of Employment Agreement* Incorporated herein by
reference is Exhibit 10.16
to Registration Statement
33-16389 on Form S-1.
10.07 Description of Management-By- Incorporated herein by
Objective Plan* reference is Exhibit 10.09
to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1993.
10.08 II-VI Incorporated 1994 Incorporated herein by
Nonemployee Directors Stock reference is Exhibit A to
Option Plan* II-VI's Proxy Statement
dated September 30, 1994.
Exhibit
Number Description of Exhibit
-------- ----------------------
10.09 II-VI Incorporated Deferred Incorporated herein by
Compensation Plan* reference is Exhibit 10.12
to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1996.
10.10 Trust Under the II-VI Incorporated herein by
Incorporated Deferred reference is Exhibit 10.13
Compensation Plan* to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1996.
10.11 Description of Bonus Incorporated herein by
Incentive Plan* reference is Exhibit 10.14
to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1996.
10.12 Amended and Restated II-VI Incorporated herein by
Incorporated Deferred reference is Exhibit 10.01
Compensation Plan* to II-VI's Form 10-Q for the
Quarter Ended
December 31, 1996.
10.13 Amended and Restated II-VI Incorporated herein by
Incorporated 1997 Stock Option reference is Exhibit 10.04
Plan* to II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1998.
10.14 Agreement by and between Incorporated herein by
PNC Bank, National Association reference is Exhibit 10.01
and II-VI Incorporated for to II-VI's Form 10-Q for
Amended and Restated Letter the Quarter Ended
Agreement for Committed Line March 31, 1999.
of Credit and Japanese Yen
Term Loan
10.15 Credit Agreement by and among Incorporated herein by
II-VI Incorporated, its reference is Exhibit (b)(1)
subsidiary guarantors, various to Amendment No. 3 to the
lenders and PNC Bank, National Company's Tender Offer
Association dated as of Statement on Schedule TO
August 14, 2000 filed on August 24, 2000.
10.16 II-VI Incorporated Stock Incorporated herein by
Option Plan of 2001 reference is Exhibit 10.01
to II-VI's Form 10-Q for the
quarter ended
December 31, 2001.
10.17 First Amendment to Credit Incorporated herein by
Agreement by and among reference as filed with
II-VI Incorporated, its II-VI's Annual Report on
subsidiary guarantors, various Form 10-K for the fiscal
lenders and PNC Bank, National year ended June 30, 2002.
Association dated as of
June 28, 2002
21.01 List of Subsidiaries of Incorporated herein by
II-VI Incorporated reference as filed with
II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 2002.
Exhibit
Number Description of Exhibit
------- ----------------------
23.01 Consent of Deloitte Incorporated herein by
& Touche LLP reference as filed with
II-VI's Annual Report on
Form 10-K for the fiscal
year ended June 30, 2002.
23.02 Consent of Deloitte Filed herewith.
& Touche LLP
99.01 Certification Pursuant Incorporated herein by
to 18 U.S.C. Section 1350, reference as filed with
as Adopted Pursuant to II-VI's Annual Report on
Section 906 of the Form 10-K for the fiscal
Sarbanes-Oxley Act year ended June 30, 2002.
of 2002 for Carl J. Johnson
99.02 Certification Pursuant Incorporated herein by
to 18 U.S.C. Section 1350, reference as filed with
as Adopted Pursuant to II-VI's Annual Report on
Section 906 of the Form 10-K for the fiscal
Sarbanes-Oxley Act year ended June 30, 2002.
of 2002 for Craig A. Creaturo
99.03 Certification Pursuant Filed herewith.
to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act
of 2002 for Carl J. Johnson
99.04 Certification Pursuant Filed herewith.
to 18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the
Sarbanes-Oxley Act
of 2002 for Craig A. Creaturo
-------
* Denotes management contract or compensatory plan, contract or
arrangement.