Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2022

☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from to .

Commission File Number: 001-39375


II-VI INCORPORATED

(Exact name of registrant as specified in its charter)


PENNSYLVANIA25-1214948
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
375 Saxonburg Boulevard16056
Saxonburg,PA(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: 724-352-4455

N/A

(Former name, former address and former fiscal year, if changed since last report)


Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueIIVINasdaq Global Select Market
Series A Mandatory Convertible Preferred Stock, no par valueIIVIPNasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

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

At May 6, 2022, 106,456,567 shares of Common Stock, no par value, of the registrant were outstanding.

II-VI INCORPORATED

INDEX

Page No.
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements:
Condensed Consolidated Balance Sheets – March 31, 2022 and June 30, 2021 (Unaudited)3
Condensed Consolidated Statements of Earnings – Three and nine months ended March 31, 2022 and 2021 (Unaudited)4
Condensed Consolidated Statements of Comprehensive Income – Three and nine months ended March 31, 2022 and 2021 (Unaudited)6
Condensed Consolidated Statements of Cash Flows – Nine months ended March 31, 2022 and 2021 (Unaudited)7
Condensed Consolidated Statements of Shareholders’ Equity and Mezzanine Equity – Three and nine months ended March 31, 2022 and 2021 (Unaudited)8
Notes to Condensed Consolidated Financial Statements (Unaudited)10
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations27
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures35
PART II - OTHER INFORMATION
Item 1.Legal Proceedings37
Item 1A.Risk Factors37
Item 6.Exhibits38

PART I - FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS