SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2003, or [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from NA to NA. Commission File Number 0-16106 APA OPTICS, INC. (Exact name of Registrant as specified in its charter) MINNESOTA 41-1347235 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2950 N.E. 84TH LANE, BLAINE, MINNESOTA 55449 (Address of principal executive offices and zip code) (763) 784-4995 (Registrant's telephone number, including area code) 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 the filing requirement for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Class: Outstanding at September 30, 2003 Common stock, par value $.01 11,872,331
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS APA OPTICS, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) September 30, March 31, 2003 2003 --------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 16,653,485 $ 22,235,686 Accounts receivable, net of allowance of uncollectible accounts of $21,836 at September 30, 2003 and $20,644 at March 31, 2003 1,824,849 468,576 Inventories 2,182,022 1,398,203 Prepaid expenses 182,642 134,045 Bond reserve funds 40,000 75,000 --------------- ------------- Total current assets 20,882,998 24,311,510 Property, plant and equipment, net 4,283,499 3,989,344 Other assets: Bond reserve funds 383,623 340,629 Bond placement costs, net of accumulated amortization 7,771 20,013 Patents, net of accumulated amortization 92,737 85,362 Goodwill 2,778,296 2,500,296 Other 576,070 586,542 --------------- ------------- 3,838,497 3,532,842 --------------- ------------- Total assets $ 29,004,994 $ 31,833,696 =============== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 1,545,569 $ 1,846,922 Accounts payable 870,311 454,804 Accrued expenses 565,094 286,267 --------------- ------------- Total current liabilities 2,980,974 2,587,993 Long-term debt 288,085 326,760 Shareholders' equity: Common Stock 118,723 118,723 Additional paid-in capital 52,031,560 52,001,681 Accumulated deficit (26,414,348) (23,201,461) --------------- ------------- Total shareholders' equity 25,735,935 28,918,943 --------------- ------------- Total liabilities and shareholders' equity $ 29,004,994 $ 31,833,696 =============== =============
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 2
APA OPTICS, INC. CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Six Months Ended September 30, September 30, -------------------------- -------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Revenues $ 3,557,586 $ 38,900 $ 5,124,578 $ 111,351 Costs and expenses: Cost of sales 3,339,257 718,944 5,207,138 1,476,677 Research and development 210,861 336,680 407,529 689,847 Selling, general and administrative 1,705,663 397,824 2,724,136 717,935 ------------ ------------ ------------ ------------ 5,255,781 1,453,448 8,338,803 2,884,459 ------------ ------------ ------------ ------------ Loss from operations (1,698,195) (1,414,548) (3,214,225) (2,773,108) Interest income 34,657 122,797 60,108 255,889 Interest expense (3,200) (26,736) (57,770) (54,011) ------------ ------------ ------------ ------------ 31,457 96,061 2,338 201,878 ------------ ------------ ------------ ------------ Loss before income taxes (1,666,738) (1,318,487) (3,211,887) (2,571,230) Income taxes 750 250 1,000 500 ------------ ------------ ------------ ------------ Net loss $(1,667,488) $(1,318,737) $(3,212,887) $(2,571,730) ============ ============ ============ ============ Net loss per share: Basic and diluted ($0.14) ($0.11) ($0.27) ($0.22) Weighted average shares outstanding: Basic and diluted 11,872,331 11,874,957 11,872,331 11,875,396 ============ ============ ============ ============
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 3
APA OPTICS, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended September 30, -------------------------- 2003 2002 ------------ ------------ OPERATING ACTIVITIES Net loss $(3,212,887) $(2,571,730) Adjustments to reconcile net loss to net cash used in operating activities, net of acquisition: Depreciation and amortization 430,198 342,166 Write-off of patents - 108,660 Stock based compensation expense 29,879 26,804 Changes in operating assets and liabilities: Accounts receivable (762,273) (687) Inventories (145,819) 24,484 Prepaid expenses and other (99,956) 62,768 Accounts payable and accrued expenses 694,334 (161,427) ------------ ------------ Net cash used in operating activities (3,066,524) (2,168,962) INVESTING ACTIVITIES Purchases of property and equipment (212,522) (65,937) Cash paid for business acquisition (1,960,000) - Investment in patents (7,375) (13,851) ------------ ------------ Net cash used in investing activities (2,197,897) (79,788) FINANCING ACTIVITIES Repayment of long-term debt (340,028) (429,677) Repurchase of common stock - (5,991) Bond reserve funds 4,248 45,406 ------------ ------------ Net cash used in financing activities (335,780) (390,262) ------------ ------------ Decrease in cash and cash equivalents (5,582,201) (2,639,012) Cash and cash equivalents at beginning of period 22,235,686 31,606,403 ------------ ------------ Cash and cash equivalents at end of period $16,653,485 $28,967,391 ============ ============ Noncash investing and financing activities Contributed land - $ 67,760
SEE ACCOMPANYING NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 4 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended March 31, 2003. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Certain reclassifications of previously reported amounts have been made to conform that presentation to the current period presentation. NOTE 2. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share:
Three Months Ended Six Months Ended September 30, September, -------------------------- -------------------------- 2003 2002 2003 2002 ------------ ------------ ------------ ------------ Numerator for basic and diluted net loss $(1,667,488) $(1,318,737) ($3,212,887) $(2,571,730) ------------ ------------ ------------ ------------ Denominator for basic and diluted net loss per share- weighted- average shares outstanding 11,872,331 11,874,957 11,872,331 11,875,396 ============ ============ ============ ============ Basic and diluted net loss per share ($0.14) ($0.11) ($0.27) ($0.22) ============ ============ ============ ============
Common stock options and warrants to purchase 1,014,197 and 785,872 shares of common stock with a weighted average exercise price of $6.70 and $8.80 were outstanding at September 30, 2003 and 2002, respectively, but were excluded from calculating the three months diluted net loss per share because they were antidilutive. NOTE 3. LAND The Company acquired land in Aberdeen, SD as part of a financing package provided by the Aberdeen Development Corporation to locate a manufacturing facility in that city. Ownership of the land was contingent upon the Company remaining in the facility through June 23, 2002. After satisfying the contingent requirement, the Company added $67,760 (the assessed value of the land for tax purposes) to its balance sheet and increased additional-paid-in capital by a like amount. NOTE 4. STOCK OPTION GRANTS On August 22, 2002 the Company granted an option to purchase 2,500 shares of common stock to every current employee with the exception of Anil Jain, the Chief Executive Officer, and Ken Olsen, the Chief Operating Officer. A total of 122,500 options were granted, all with an exercise price equal to the fair market value of the stock on the day of grant. The options become exercisable for 60% of the shares when the Company achieves specified financial objectives and exercisable as to the remaining 40% when the Company achieves specified operational objectives set forth in the Short-Term Incentive Plan. Accordingly, these options are treated as variable 5 awards, and the Company reflects changes in their value in the general and administrative expense line until the options are exercised or expire. 14,940 shares have been vested related to this program and $13,894 is included in S,G&A expense for the three and six months ended September 30, 2003. NOTE 5. ACQUISITION The Company acquired the assets of Americable, Inc. on June 27, 2003. The purchase price and assets acquired are as follows: Accounts receivable $ 594,000 Inventory 638,000 Property, plant and equipment 450,000 --------------- Assets purchased 1,682,000 Goodwill 278,000 --------------- Purchase price $ 1,960,000 =============== NOTE 6. SEGMENT REPORTING The March 2003 and June 2003 acquisitions of Computer System Products, Inc. and Americable, Inc, prompted the Company's management to adjust how it evaluates its business and, as a result, established segments under FASB 131"Disclosures about Segments of an Enterprise and Related Information." This evaluation is based on the way segments are organized within the Company for making operating decisions and assessing performance. The Company has identified two reportable segments based on the internal organizational structure, management of operations and performance evaluation. These segments are APA Optics (APA) and APA Cables and Networks (APACN). APA's revenue is generated in the design, manufacture and marketing of ultraviolet (UV) detection and measurement devices and optical components. APACN's revenue is derived primarily from standard and custom fiber optic assemblies, copper cable assemblies, value added fiber optics frames, panels and modules. Expenses are allocated between the companies based on detailed information contained in invoices. In addition, corporate overhead costs for management's time and expenses absorbed at APA in the amount of $35,600 have been allocated to APACN. Segment detail is summarized as follows (unaudited, in thousands):
APA Optics APACN Eliminations Consolidated ------------ ------- ------------- -------------- THREE MONTHS ENDED SEPTEMBER 30, 2003 External sales $ 61 $3,497 - $ 3,558 Cost of Sales 680 2,659 - 3,339 Operating loss (1,432) (266) - (1,698) Depreciation and amortization 185 32 - 217 Capital expenditures 31 105 - 136 Assets 28,428 7,652 (7,075) 29,005 THREE MONTHS ENDED SEPTEMBER 30, 2002 External sales 39 - - 39 Cost of Sales 719 - - 719 Operating loss (1,415) - - (1,415) Depreciation and amortization 186 - - 186 Capital expenditures 10 - - 10 Assets 33,332 - - 33,332 SIX MONTHS ENDED SEPTEMBER 30, 2003 External sales 122 5,010 (7) 5,125 6 Cost of Sales 1,359 3,855 (7) 5,207 Operating loss (2,746) (469) - (3,214) Depreciation and amortization 368 62 - 430 Capital expenditures 100 112 - 212 Assets 28,428 7,652 (7,075) 29,005 SIX MONTHS ENDED SEPTEMBER 30, 2002 External sales 111 - - 111 Cost of Sales 1,477 - - 1,477 Operating loss (2,773) - - (2,773) Depreciation and amortization 342 - - 342 Capital expenditures 66 - - 66 Assets 33,322 - - 33,322
NOTE 7. STOCK REPURCHASE PLAN On October 1, 2002, the Board of Directors extended its plan authorizing the repurchase of up to the greater of $2,000,000 or 500,000 shares of the Company's common stock. For the six months ended September 30, 2002, the Company repurchased a total of 3,550 shares for $5,991 at an average price of $1.69 per share. NOTE 8. WRITE-OFF OF PATENT COSTS As a result of the slow down in the sale of fiber optic components and uncertainty regarding if and when demand for such components will recover, the Company expensed the unamortized balance of patents related to its dense wavelength multiplexer / demultiplexers or "DWDM" technology. As a result, expenses related to patents increased $108,660 for the quarter and six months ended September 30, 2002. NOTE 9. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS In September 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement supercedes SFAS 121 and was effective April 1, 2002 for the Company. This statement did not have a material effect on the financial statements of the Company, but could have a future effect in the event that an asset impairment occurs. In April 2002, FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." The Company believes the adoption of SFAS No. 145 will not have a material effect on the Company's financial position or results of operations. In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires the recognition of a liability for a cost associated with an exit or disposal activity when the liability is incurred versus the date the Company commits to an exit plan. In addition, SFAS No. 146 states the liability should be initially measured at fair value. The requirements of SFAS No. 146 are effective for exit or disposal activities that are initiated after December 31, 2002. The Company believes the adoption of SFAS No. 146 will not have a material effect on the Company's financial position or results or operations. In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." This statement amends FASB Statement No. 123, "Accounting for Stock-Based Compensation", to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure requirements to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation. The transition provisions of this statement are effective for fiscal years ending after December 15, 7 2002 and the disclosure provisions are effective for annual financial statements for fiscal years ending after December 15, 2002 and the first interim period beginning after December 15, 2002. The Company believes the adoption of SFAS No. 148 will not have a material effect on the Company's financial position or results of operations. In November 2002, FASB issued Interpretation 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." This statement clarifies the initial accounting and disclosure requirements of SFAS 5 for certain guarantees. The initial recognition and measurement provisions are effective for guarantees issued or modified after December 31, 2002 and the disclosure requirements are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company believes the adoption of FIN 45 will not have a material effect on the Company's financial position or results of operations. In January 2003, the FASB issued Interpretation No. 46 (FIN 46), "Consolidation of Variable Interest Entities" (VIE), which requires consolidation of variable interest entities by holders of variable interests that meet certain conditions. FIN 46 establishes accounting for variable interests in a VIE created after January 31, 2003. FIN 46 clarifies how an enterprise should determine if it should consolidate a VIE. The adoption of FIN 46 has not had a material affect on the Company's consolidated financial position or results of operation. In May 2003, the FASB issued Statement 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement changes the classification of certain common financial instruments from either equity or mezzanine presentation to liabilities in the balance sheet and requires an issuer of those financial instruments to recognize changes in fair value or redemption amount, as applicable, in earnings. This statement is effective for financial instruments entered into or modified after May 31, 2003 and, with one exception, is effective for the quarter beginning July 1, 2003 for public companies. As the Company has not issued any financial instruments addressed by this new pronouncement, its adoption is not anticipated to have a material effect on the Company's consolidated financial statements. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Statements in this Report about future sales prospects and other matters to occur in the future are forward looking statements and are subject to uncertainties due to many factors, many of which are beyond our control. These factors include, but are not limited to, the continued development of our products, acceptance of those products by potential customers, our ability to sell such products at a profitable price, and our ability to fund our operations. For further discussion regarding these factors, see "Factors That May Affect Future Results." OVERVIEW - -------- We design, manufacture, source from third parties, and market a variety of fiber optic and copper components to the data communication and telecommunication industries. We are also active in the design, manufacture and marketing of ultraviolet (UV) detection and measurement devices, optical components and in research and development in the area of Gallium Nitride (GaN) based transistors. Our primary internally manufactured products include standard and custom fiber optic assemblies, copper cable assemblies, value added fiber optics frames, panels and modules. These products are manufactured by our wholly owned subsidiary APA Cables and Networks, Inc. (APACN) who acquired certain assets of Computer System Products, Inc. ("CSP") on March 14, 2003 and certain assets of Americable, Inc. ("Americable") on June 27, 2003. Several of the items discussed under "Results of Operations" show significant changes from the comparable periods in the preceding fiscal year as a result from the acquisitions of CSP and Americable. 8 We outsource from third parties passive optical splitters, arrayed waveguides (AWGs) and wavelength division multiplexers (WDMs) based on Thin Film Filter (TFF) technology, which we combine with our internally manufactured products to create value added components for our customers. The majority of our outsourced product providers are located offshore. Most companies in the communications industry have been affected by the slowdown in telecommunications equipment spending. Decreased demand and competition have put downward pressure on margins. This downward pressure is likely to continue and we will need to reduce operating costs and improve efficiencies to remain competitive in the marketplace. Our consumer GaN based product, the SunUVPersonal UV Monitor (formerly SunWatch) is now ready for production. As of September 30, 2003, and currently, we are working with our manufacturing facility in China to address yield and production capacity issues. Our goal is to start sending samples of our products to several retailers and distributors and fulfill small volume orders during the 3rd quarter of FY 2004. Our ability to meet this objective is dependent upon our ability to solve production related issues. As of September 30, 2003, our industrial GaN based product, the TrUVMeterTM, has required additional engineering to meet accuracy and reliability specifications for key markets in sterilization, curing and scientific measurement. Our primary focus at present is to introduce the SunUVPersonal UV Monitor to the market and, subsequently, to introduce the TrUVMeterTM . RESULTS OF OPERATIONS - ----------------------- REVENUES Revenues for the quarter ended September 30, 2003, were $3,557,586, reflecting over a ninety-fold increase from the comparable period in the preceding fiscal year. The increase is attributable to revenues generated by our wholly owned subsidiary, APACN, which produced $3,497,188 in revenues for the quarter. This includes sales for a full quarter from the acquisition of Americable, which occurred on June 27, 2003. Sales for the six months ended September 30, 2003 were $5,124,578, reflecting a 45-fold increase from the comparable period in the preceding year. The increase is attributable to revenues generated by APACN, which recorded revenue of $5,009,556 for the six month period ended September 30, 2003. There are no corresponding revenues from APACN in the comparable period in the preceding fiscal year. We expect that future sales of APACN products will continue to account for a substantial portion of our revenue. We anticipate that revenues may be mildly adversely affected by seasonality in the third quarter of fiscal 2004, primarily attributable to the number of holidays and customer budget cycles within APACN's marketplace. COST OF SALES Cost of sales for the quarter ended September 30, 2003 was $3,339,257 and $5,207,138 for the six months ended September 30, 2003, respectively. Cost of sales for the three and six months ended September 30, 2002 was $718,944 and $1,476,677, respectively. The increases over the comparable periods in the preceding fiscal year are due primarily to the volume increase attributable to APACN. Gross margins for APACN for the current quarter were $838,150 or 24%, and $1,154,714, or 23%, for the six months ended September 30, 2003. Gross margins for the quarter ended September 30, 2003 at APACN were negatively affected by duplicate expenses related to operating multiple facilities and higher personnel costs related to moving to a new facility. We expect gross margins for APACN to gradually improve over the balance of fiscal 2004 as we continue to consolidate the operations of APACN and eliminate duplicate expenses. RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses decreased by $125,819, to $210,861, for the quarter ended September 30, 2003 compared to the same period for the preceding fiscal year. This represents a decrease of 37%. For the six months ended September 30, 2003, research and development expenses decreased by $282,318, from $689,847 to 9 $407,529. Both the three and six month ending decreases are due primarily to decreased research activity related to our fiber optic products. The majority of the decrease is due to a reduction in salaries and other related expenses. We expect research and development expenses to remain stable for the balance of fiscal 2004. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses increased $1,307,839 to $1,705,663 for the quarter ended September 30, 2003 versus $397,824 for the comparable period in the preceding fiscal year, reflecting an increase of 329%. The increase is due primarily to the addition of APACN, which had $1,104,028 in SG&A expenses for the quarter. APACN incurred approximately $161,000 in one time fees and expenses within the quarter associated with expenses related to operating multiple facilities and for moving costs related to its move to a new facility. We expect we will not incur any more significant costs associated with this move going forward. Expenses at APA Optics increased $203,810, due primarily to higher professional fees and higher depreciation and amortization expenses. For the six months ended September 30, 2003, SG&A increased $2,006,201, or 279%, to $2,724,136. The increase was primarily due to the acquired operations of APACN, which had $1,623,443 in expenses for the six months ended September 30, 2003, approximately 65% of which is employee related. Expenses at APA Optics increased $382,757, primarily due to higher professional fees related to the acquisition of APACN and higher personnel expenses. For the six months ended September 30, 2003, approximately $230,000 of APA Optics SG&A expenses have been related to non-recurring uncapitalized transaction costs for the acquisitions of CSP and Americable. We expect expenses to decrease next quarter as cost savings and the elimination of duplicate costs related to the consolidation of the operations of APACN are achieved. LOSS FROM OPERATIONS The loss from operations was $1,698,195, an increase of $283,647, or 20% for the quarter ended September 30, 2003 over the comparable period in fiscal 2003. The increased loss in the quarter was the result of operating losses at APACN, which totaled $265,879 for the period. The loss from operations for the six months ended September 30, 2003 was $3,214,225, an increase of $441,117, or 16%, from $2,773,108 in the comparable period in the preceding year. The increased loss is primarily the result of the operating losses at APACN. We expect the losses to decrease over the balance of fiscal 2004 as we realize cost savings and efficiencies related to the consolidation of the operations of APACN. OTHER INCOME AND EXPENSE Other income decreased $88,140 or 72% for the three months ended September 30, 2003 from the comparable period in fiscal 2003. For the six months ended September 30, 2003, other income decreased $195,781, or 77% from the comparable period in the preceding fiscal year. Other expenses decreased $23,536 or 88% for the three months ended September 30, 2003 from the comparable period in fiscal 2003 due to the retirement in May 2003 of an interest bearing bond debt. For the six-month period ended September 30, 2003, other expenses increased $3,759, or 7%, due to additional interest expense on operating leases at APACN. Interest income decreased $78,264, or 66% and $156,871, or 61% for the three and six months ended September 30, 2003, respectively, from the comparable periods in the preceding fiscal year, The decreases in interest income were due to the combination of a decline in the rate of interest earned on short-term investments and a lower average cash balance, as cash was consumed to fund operations, capital investment, debt service and acquisitions. Unless short-term interest rates increase, we anticipate continuing decreases in interest income as a result of the use of cash in operations, for capital expansion and for debt service. NET LOSS The net loss for the quarter ended September 30, 2003, was $1,667,488 (or $0.14 per basic and diluted share), an increase of $348,751 or 26% from the net loss reported for the same period in fiscal 2003. For the six months ended September 30, 2003, the net loss was $3,212,887, (or $.27 per basic and diluted share), an increase of $641,157 or 25% from the net loss reported for the same period in fiscal 2003. The increased net losses were primarily due to losses at APACN, which was negatively affected by duplicate expenses related to operating multiple 10 facilities and higher personnel costs related to moving to a new facility, while the increase in loss at APA Optics is attributable to lower interest income earned in the six months ending September 30, 2003. LIQUIDITY AND CAPITAL RESOURCES - ---------------------------------- APA's cash and cash equivalents consist primarily of money market funds, U.S. Government instruments or other government instruments with original maturities of less than three months. The balance of cash and cash equivalents at September 30, 2003 is $16,653,485 compared to $22,235,686 at March 31, 2003. The decrease in cash was primarily the result of the acquisition of the assets of Americable, Inc. and the use of cash to fund operations. We used net cash of $2,197,897 in investing activities for the six months ended September 30, 2003 compared to $79,788 used in the same period of the preceding fiscal year. Of this amount, $1,960,000 was used to purchase the assets of Americable, Inc. We also invested $212,522 for the six months ended September 30, 2003 for computer and production equipment. We anticipate a total of approximately $1,250,000 in capital expenditures in fiscal 2004, primarily for equipment in HFET research at APA Optics. We expect to invest in equipment to support the HFET research and development activities over the next several quarters. Net cash used in financing activities for the six months ended September 30, 2003 totaled $335,780. We used $340,028 for the scheduled reduction of debt and a reduction in bond reserve funds generated $4,248. During the same period in fiscal 2003 we used $390,262 in financing activities, of which $429,677 was used for the scheduled reduction of debt, $45,406 was generated from the reduction of bond reserve funds and $5,991 was used to repurchase common stock of the Company. We believe we have sufficient funds for operations for at least the next twelve months. Our contractual obligations and commitments are summarized in the table below (in 000's):
Less than After Total 1 Year 1-3 years 4-5 years 5 years ----------------------------------------------- Long-term debt 1,833 1,546 111 35 141 Operating leases 764 361 403 - - ----------------------------------------------- Total Contractual Cash Obligations 2,597 1,907 514 35 141 ===============================================
Application of Critical Accounting Policies We have reviewed our use of estimates in applying our accounting policies and determined that significant changes in our various estimates would not have a material impact on the presentation of our financial condition, changes in financial condition or results of operations. Accordingly, we do not consider any of our estimates to be "critical estimates" as defined in the rules of the Securities and Exchange Commission. See Note A of Notes to Financial Statements under Item 8 of our Report on Form 10-K for our fiscal year ended March 31, 2003 for descriptions of the use of estimates in our accounting policies. Our management and the audit committee of our board of directors have discussed our use of estimates and have approved our disclosure relating to it in this report. In Note 9 of this report, the effect of recent promulgations of the Financial Accounting Standards Board (FASB) on the Company is described. We believe the adoption of these Statements and Interpretations will not have a material effect on the Company's financial position or results of operations. 11 FACTORS THAT MAY INFLUENCE FUTURE RESULTS - ---------------------------------------------- The statements contained in this report on Form 10-Q that are not purely historical are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding the Company's expectations, hopes, beliefs, anticipations, commitments, intentions and strategies regarding the future. Forward-looking statements include, but are not limited to, statements contained in "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." Actual results could differ from those projected in any forward-looking statements for the reasons, among others, detailed below. We believe that many of the risks detailed here are part of doing business in the industry in which we compete and will likely be present in all periods reported. The fact that certain risks are characteristic to the industry does not lessen the significance of the risk. The forward-looking statements are made as of the date of this Form 10-Q and we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Unless we generate significant revenue growth, our expenses and negative cash flow will significantly harm our financial position. We have not been profitable since fiscal 1990. As of September 30, 2003, we had an accumulated deficit of $26.4 million. We may incur operating losses for the foreseeable future, and these losses may be substantial. Further, we may continue to incur negative operating cash flow in the future. We have funded our operations primarily through the sale of equity securities and borrowings. We have significant fixed expenses and we expect to continue to incur significant and increasing manufacturing, sales and marketing, product development and administrative expenses. As a result, we will need to generate significantly higher revenues while containing costs and operating expenses if we are to achieve profitability. Declining average selling prices for our fiber optic products will require us to reduce production costs to effectively compete and market these products Since the time we first introduced our fiber optic components to the marketplace we have seen the average selling price of fiber optic components decline. We expect this trend to continue. To achieve profitability in this environment we must continually decrease our costs of production. In order to reduce our production costs, we will continue to pursue one or more of the following: - Seek lower cost suppliers of raw materials or components. - Work to further automate our assembly process. - Develop value-added components based on integrated optics. - Seek offshore sources for assembly services. We will also seek to form strategic alliances with companies that can supply these services. Decreases in average selling prices also require that we increase unit sales to maintain or increase our revenue. There can be no guarantee that we will achieve these objectives. Our inability to decrease production costs or increase our unit sales could seriously harm our business, financial condition and results of operations. We believe our success in competing with other manufacturers of fiber optic and copper components and assemblies will depend primarily on our manufacturing and marketing skills, the price, quality and reliability of our products, our delivery capabilities and our control of operating expenses. We have experienced and anticipate experiencing increasing pricing pressures from our current and future competitors as well as general pricing pressure from our customers as part of their cost reduction efforts. Competition may also be affected by consolidation among suppliers in this industry, which may increase their resources. As a result, other competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements. We cannot predict whether we will be able to compete against current and future competitors with our existing and new products. We believe that technological change, the convergence of Internet, data, video and voice on a single broadband network, the possibility of regulatory changes and industry consolidation or new entrants will continue to cause rapid evolution in the competitive environment. The full scope and nature of changes are difficult 12 to predict at this time. Increased competition could lead to price cuts, reduced profit margins and loss of market share, which may seriously harm our business, operating results and financial condition. Demand for our products is subject to significant fluctuation. Market conditions in the telecommunications market in particular may harm our financial condition. Demand for our products is dependent on several factors, including capital expenditures in the communications industry. Capital expenditures can be cyclical in nature and result in protracted periods of reduced demand for component parts. Similarly, periods of slow economic expansion or recession can result in periods of reduced demand for our products. The current economic slowdown has been more profound in the telecommunications market resulting in a significant reduction in capital expenditures for products such as our DWDMs and our fiber optic components. It is impossible to predict how long the slowdown will last. Such periods of reduced demand will harm our business, financial condition and results of operations. Changes to the regulatory requirements of the telecommunications industry could also affect market conditions, which could also reduce demand for our fiber optic components. We may be required to rapidly increase our manufacturing capacity to deliver our products to our customers in a timely manner. Manufacturing of our products is a complex and precision process. We have limited experience in rapidly increasing our manufacturing capacity or in manufacturing products at high volumes. If demand for our products increases, we will be required to hire, train and manage additional manufacturing personnel and improve our production processes in order to increase our production capacity. There are numerous risks associated with rapidly increasing capacity, including: - Difficulties in achieving adequate yields from new manufacturing lines, - Difficulty maintaining the precision manufacturing processes required by our products while increasing capacity, - The inability to timely procure and install the necessary equipment, and - Lack of availability of qualified manufacturing personnel. If we apply our capital resources to expanding our manufacturing capacity in anticipation of increased customer orders, we run the risk that the projected increase in orders will not be realized. If anticipated levels of customer orders are not received, we will not be able to generate positive gross margins and profitability. Our dependence on outside manufacturers may result in product delivery delays. We purchase components that are incorporated into our products from outside vendors. If these vendors fail to supply us with components or completed assemblies on a timely basis, or if the quality of the supplied components or completed assemblies is not acceptable, we could experience significant delays in shipping our products. Any significant interruption in the supply or support of any components or completed assemblies could seriously harm our sales and our relationships with our customers. Our products may have defects that are not detected before delivery to our customers. Some of our products are designed to be deployed in large and complex optical networks and must be compatible with other components of the network, both current and future. Our products may not be compatible or operate as expected over long periods of time. Our customers may discover errors or defects in our products only after they have been fully deployed. If we are unable to fix such errors or other problems, we could lose customers, lose revenues, suffer damage to our brand and reputation, and lose our ability to attract new customers or achieve market acceptance. Each of these factors would negatively impact cash flow and would seriously harm our business, financial condition and results of operations. We must introduce new products and product enhancements to increase revenue. 13 The successful operation of our business depends on our ability to anticipate market needs and develop and introduce new products and product enhancements that respond to technological changes or evolving industry standards on a timely and cost-effective basis. We continue to acquire these products from off shore partners, qualify the products, and integrate (if necessary) the products into our platforms and systems. These products may not meet our target specification, which may delay their introduction into our sales channels. Outsourcing products also brings potential risks such as the general financial strength of our outsourcing partners and the economic and political stability in our partner's nation. These products may contain defects or have unacceptable manufacturing yields when first introduced or as new versions are released. Our products could quickly become obsolete as new technologies are introduced or as other firms introduce lower cost alternatives. We must continue to develop leading-edge products and introduce them to the commercial market quickly in order to be successful. Our failure to produce technologically competitive products in a cost-effective manner and on a timely basis will seriously harm our business, financial condition and results of operations. Our markets are characterized by rapid technological changes and evolving standards. The markets we serve are characterized by rapid technological change, frequent new product introductions, changes in customer requirements and evolving industry standards. In developing and sourcing our products, we have made, and will continue to make, assumptions with respect to which standards will be adopted within our industry. If the standards that are actually adopted are different from those that we have chosen to support, our products may not achieve significant market acceptance. Our products may infringe on the intellectual property rights of others Some of our products are sophisticated and rely on complicated manufacturing processes. We have received multiple patents on aspects of our design and manufacturing processes and we have applied for several more. Third parties may still assert claims that our products or processes infringe upon their intellectual property. Defending our interests against these claims, even if they lack merit, may be time consuming, result in expensive litigation and divert management attention from operational matters. If such a claim were successful, we could be prevented from manufacturing or selling our current products, be forced to redesign our products, or be forced to license the relevant intellectual property at a significant cost. Any of these actions could harm our business, financial condition or results of operations. Acquisitions or investments could have an adverse affect on our business We completed acquisitions of the assets of Computer System Products, Inc. and Americable, Inc. in March 2003 and June 2003 respectively, as part of our strategy to expand our product offerings, develop internal sources of components and materials, and acquire new technologies. We intend to continue reviewing acquisition and investment prospects. There are inherent risks associated with making acquisitions and investments including but not limited to: - Challenges associated with integrating the operations, personnel, etc., of an acquired company; - Potentially dilutive issuances of equity securities; - Reduced cash balances and or increased debt and debt service costs; - Large one-time write-offs of intangible assets; - Risks associated with geographic or business markets different than those we are familiar with; and - Diversion of management attention from current responsibilities. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Our exposure to market risk for changes in interest rates relates primarily to our investment portfolio. We invest in short-term securities of high credit issuers with maturities ranging from overnight up to 24 months. The average maturity of the portfolio does not exceed 12 months. The portfolio includes only marketable securities with active secondary or resale markets to ensure liquidity. We have no investments denominated in foreign country currencies and, therefore, our investments are not subject to foreign exchange risk. 14 ITEM 4. CONTROLS AND PROCEDURES. a. Evaluation of disclosure controls and procedures. The Company's chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)) are sufficiently effective to ensure that the information required to be disclosed by the Company in the reports it files under the Exchange Act is gathered, analyzed and disclosed with adequate timeliness, accuracy and completeness, based on an evaluation of such controls and procedures conducted within 90 days prior to the date hereof. b. Changes in internal controls. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above. PART II ITEMS 1 THROUGH 3. NOT APPLICABLE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The annual meeting of shareholders of the Company was held on August 21, 2003. As of the record date, July 7, 2003, there were 11,872,331 shares of Common Stock issued and outstanding. There were present and voting at the meeting, in person or by proxy, 10,265,560 shares of Common Stock (approximately 86% of the total issued and outstanding). (b) (1) The election of 5 directors to serve for one-year terms was approved. The individual results are as follows. There were no broker non-votes.
- ---------------------------------------------------------------------------- Voting Authority Name Affirmative Votes Withheld Abstain - ---------------------------------------------------------------------------- Anil K. Jain 9,346,664 918,896 - - ---------------------------------------------------------------------------- Kenneth A. Olsen 9,342,264 923,296 - - ---------------------------------------------------------------------------- John G. Reddan 10,211,255 54,305 - - ---------------------------------------------------------------------------- Ronald G. Roth 10,225,155 40,405 - - ---------------------------------------------------------------------------- Stephen L. Zuckerman, MD 10,225,155 40,405 - - ----------------------------------------------------------------------------
ITEM 5. NOT APPLICABLE 15 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. Exhibit 31.1 - Chief Executive Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 - Chief Financial Officer's certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 - Certification required of Chief Executive Officer by Section 906 of the Sarbanes Oxley Act of 2002 Exhibit 32.2 - Certification required of Chief Financial Officer by Section 906 of the Sarbanes Oxley Act of 2002 (b) Reports on Form 8-K. A report on Form 8-K dated July 2, 2003, reported the acquisition of the assets of Americable, Inc. A report on Form 8-K dated July 23, 2003, reported the resignation of the Chief Financial Officer David R. Peters. A report on Form 8-K/A dated August 8, 2003, amended the report on Form 8-K filed on July 2, 2003 providing the required financial statements and pro forma financial information within the time allowed under the requirement of Form 8-K. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. APA OPTICS, INC. /s/ Anil K. Jain - ---------- ---------------- Date Anil K. Jain President, Chief Executive Officer and Chief Financial Officer (Principal Executive and Principal Financial Officer) /s/ Daniel Herzog - ---------- ----------------- Date Comptroller (Principal Accounting Officer) 16