UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file no. 1-11056
ADVANCED PHOTONIX, INC.
Incorporated pursuant to the Laws of Delaware
IRS Employer Identification No. 33-0325826
1240 Avenida Acaso, Camarillo, CA 93012
(805) 987-0146
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 [ ]
On August 8, 2003, 13,424,759 shares of Class A Common Stock, $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.
ADVANCED PHOTONIX, INC.
INDEX
Page
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet at June 29, 2003 3 - 4
Consolidated Statements of Operations 5
for the three month periods ended
June 29, 2003 and June 30, 2002
Consolidated Statements of Cash Flows 6
for the three month periods ended
June 29, 2003 and June 30, 2002
Notes to Consolidated Financial Statements 7 - 10
Item 2. Management's Discussion and Analysis 11 - 14
PART II OTHER INFORMATION 15
SIGNATURES 16
2
ADVANCED PHOTONIX, INC.
CONSOLIDATED BALANCE SHEET
AT JUNE 29, 2003
(UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 523,000
Short term investments 1,700,000
Accounts receivable, less allowance of $74,000 2,123,000
Inventories 2,746,000
Prepaid expenses and other current assets 255,000
-------------------------
Total Current Assets 7,347,000
-------------------------
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost 4,837,000
Less accumulated depreciation and amortization (3,288,000)
-------------------------
Equipment and Leasehold Improvements, net 1,549,000
-------------------------
OTHER ASSETS
Goodwill, net of accumulated amortization of $353,000 2,421,000
Patents, net of accumulated amortization of $45,000 19,000
Non-Compete Agreement, net of accumulated amortization of $62,000 87,000
Other 24,000
-------------------------
Total Other Assets 2,551,000
-------------------------
TOTAL ASSETS $ 11,447,000
=========================
3
ADVANCED PHOTONIX, INC.
CONSOLIDATED BALANCE SHEET - Continued
AT JUNE 29, 2003
(UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Line of credit $ 1,200,000
Accounts payable 528,000
Accrued salaries, wages and benefits 264,000
Current portion of capital lease payable 43,000
Note payable 8,000
Other accrued expenses 382,000
-------------------------
Total Current Liabilities 2,425,000
-------------------------
Capital lease payable, net of current portion 10,000
-------------------------
COMMITMENTS AND CONTINGENCIES
Class A redeemable convertible preferred stock, $.001 par value; 32,000
780,000 shares authorized; 40,000 shares issued and outstanding
-------------------------
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 10,000,000 shares authorized; --
780,000 shares designated Class A redeemable convertible;
no shares issued and outstanding
Class A common stock, $.001 par value; 50,000,000 shares authorized; 13,000
13,380,092 shares issued and outstanding
Class B common stock, $.001 par value; 4,420,113 shares authorized; --
31,691 shares issued and outstanding
Additional paid-in capital 27,634,000
Accumulated Deficit (18,667,000)
-------------------------
Total Shareholders' Equity 8,980,000
-------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,447,000
=========================
See notes to consolidated financial statements.
4
ADVANCED PHOTONIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three month periods ended June 29, 2003 June 30, 2002
----------------------------------------------------- ------------------- -------------------
SALES $ 2,647,000 $ 1,548,000
Cost of Goods Sold 1,774,000 916,000
------------------- -------------------
GROSS PROFIT 873,000 632,000
Research and development expenses 78,000 142,000
Sales and marketing expenses 241,000 234,000
General and administrative expenses 443,000 307,000
------------------- -------------------
INCOME (LOSS) FROM OPERATIONS 111,000 (51,000)
------------------- -------------------
OTHER INCOME (EXPENSE)
Interest income 5,000 28,000
Interest expense (9,000) --
Other, net 6,000 --
------------------- -------------------
Other Income, net 2,000 28,000
------------------- -------------------
NET INCOME (LOSS) $ 113,000 ($ 23,000)
==================== ==================
Basic and Diluted Earnings Per Share $ 0.01 ($ 0.00)
Weighted Average Shares Outstanding 13,406,000 12,247,000
See notes to consolidated financial statements.
5
ADVANCED PHOTONIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three month periods ended June 29, 2003 June 30, 2002
------------------------------------------------------------ --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $ 113,000 $ (23,000)
Adjustments to reconcile net income to net cash provided by
(used by) operating activities:
Depreciation 75,000 49,000
Amortization 20,000 1,000
Changes in assets and liabilities:
Short-term investments (300,000) --
Accounts receivable 81,000 236,000
Inventories (119,000) (242,000)
Prepaid expenses and other current assets 62,000 (21,000)
Other assets (11,000) --
Accounts payable and accrued expenses (226,000) (124,000)
--------------- ---------------
Net cash used by operating activities (305,000) (124,000)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (83,000) (20,000)
--------------- ---------------
Net cash used by investing activities (83,000) (20,000)
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options 9,000 5,000
-------------- ---------------
Net cash provided by financing activities 9,000 5,000
-------------- ---------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (379,000) (139,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 902,000 3,083,000
-------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 523,000 $ 2,944,000
============== ===============
See notes to consolidated financial statements.
6
ADVANCED PHOTONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 29, 2003
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Advanced Photonix, Inc. ("the Company") and the Company's wholly
owned subsidiaries, Silicon Sensors, Inc. ("SSI") and Texas Optoelectronics,
Inc. ("TOI") (See Note 2). These consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-QSB and Article 10 of Regulation S-X and Regulation S-B. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation have been included. Operating
results for the three month period ended June 29, 2003 are not necessarily
indicative of the results that may be expected for the fiscal year ending March
28, 2004. For further information, refer to the financial statements and notes
thereto included in the Advanced Photonix, Inc. Annual Report on Form 10-KSB for
the fiscal year ended March 30, 2003.
NOTE 2 - ACQUISITION
On August 21, 2002, SSI, a newly formed wholly owned subsidiary of API purchased
substantially all of the assets and selected liabilities of Silicon Sensors LLC,
a closely held manufacturer of opto-electronic semiconductor based components
located in Dodgeville, Wisconsin. The purchase price was $1,718,675 in cash plus
the assumption of the Seller's trade accounts payable and accrued liabilities,
amounting to approx. $282,000. The Company incurred $79,000 of expenses in
connection with this acquisition. In addition, the Company entered into a 3 year
$225,000 non-compete agreement with the majority member of Silicon Sensors, LLC
and is recording monthly amortization expense of $6,250.
On January 17, 2003, the Company purchased all of the issued and outstanding
shares of common stock of TOI, a privately owned custom manufacturer of
opto-electric components and assemblies. The purchase price was 1,059,110 shares
of API Class A Common Stock (issued at $0.92 per share) and repayment of a debt
of TOI in the amount of $1,200,000 representing principal and interest.
7
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Income (Loss) Per Share: Net income (loss) per share is based on the
weighted average number of common shares outstanding. Such weighted average
shares were approximately 13,406,000 at June 29, 2003 and 12,247,000 at June 30,
2002. Net income (loss) per share calculations are in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" (SFAS
128). Accordingly, "basic" net income (loss) per share is computed by dividing
net income (loss) by the weighted average number of shares outstanding for the
year. The impact of Statement 128 on the calculation of earnings per share is as
follows:
Three Months Ended Three Months Ended
BASIC June 29, 2003 June 30, 2002
----- ------------- -------------
Average Shares Outstanding 13,406,000 12,247,000
Net Income (Loss) 113,000 (23,000)
Basic Income (Loss) Per Share $ 0.01 ($ 0.00)
DILUTED
-------
Average Shares Outstanding 13,406,000 12,247,000
Net Effect of Dilutive Stock Options
based on the treasury stock method
using average market price 156,900 236,800
Total Shares 13,562,900 12,483,800
Net Income (Loss) 113,000 (23,000)
Diluted Earnings Per Share anti-dilutive anti-dilutive
Average Market Price of Common Stock $ 0.92 $ 1.17
Ending Market Price of Common Stock $ 0.90 $ 1.00
Stock options granted to Company employees, directors, and former owners were
excluded from the calculation of earnings per share in the financial statements
because they were either anti-dilutive or immaterial for the periods reported:
8
NOTE 3 - Continued
Three Months Ended June 29, 2003 Three Months Ended June 30, 2002
-------------------------------------- --------------------------------------
No. of Shares Exercise Price No. of Shares Exercise Price
Underlying Options Per Share Underlying Options Per Share
--------------------------------------------------------------------------------
16,000 0.5000 12,000 0.5000
56,000 0.5630 130,000 0.5630
45,000 0.6100 - 0.6100
500 0.6250 500 0.6250
18,000 0.6500 - 0.6500
226,668 0.6700 - 0.6700
5,000 0.6875 4,000 0.6875
56,000 0.7500 130,000 0.7500
238,000 0.8000 266,006 0.8000
76,250 0.8600 75,000 0.8600
- 1.0000 75,000 1.0000
14,500 1.1875 13,900 1.1875
64,300 1.2500 78,800 1.2500
- 1.5000 4,000 1.5000
4,000 1.6250 4,000 1.6250
88,000 1.8750 66,000 1.8750
30,500 2.5000 35,500 2.5000
- 3.0000 8,000 3.0000
1,000 3.0940 1,000 3.0940
350,000 3.1875 400,000 3.1875
50,000 5.3440 50,000 5.3440
--------------------------------------------------------------------------------
1,339,718 1,353,706
================================================================================
Inventories: Inventories consist of the following:
June 29, 2003
-------------
Raw materials $ 2,635,000
Work in progress 655,000
Finished products 268,000
-------------
Total inventories $ 3,558,000
=============
Less reserve (812,000)
-------------
Inventories, net $ 2,746,000
=============
9
NOTE 4 - NEW ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement
on Financial Accounting Standard ("SFAS") 146, "Accounting for Costs Associated
with Exit or Disposal Activities", which nullifies EITF Issue 94-3. SFAS 146 is
effective for exit and disposal activities that are initiated after December 31,
2002 and requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred, in contrast to
the date of an entity's commitment to an exit plan, as required by EITF Issue
94-3. The Company adopted the provisions of SFAS 146 on January 1, 2003.
In December 2002, the FASB issued SFAS 148 "Accounting for Stock-Based
Compensation--Transition and Disclosure", an amendment of FASB Statement No. 123
"Accounting for Stock-Based Compensation" This Statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The Company adopted SFAS 148 on January 1, 2003.
In May 2003 the FASB issued SFAS 150 Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for how an issuer of debt or equity classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003.
In January 2003 the FASB issued Interpretation 46 "Consolidation of Variable
Interest Entities, an interpretation of ARB No. 51". This Interpretation
requires a Company to consolidate the financial statements of a "Variable
Interest Entity" ("VIE"), sometimes also known as a "special purpose entity",
even if the entity does not hold a majority equity interest in the VIE. The
Interpretation requires that if a business enterprise has a "controlling
financial interest" in a VIE, the assets, liabilities, and results of the
activities of the VIE should be included in consolidated financial statements
with those of the business enterprise, even if it holds a minority equity
position. This Interpretation was effective immediately for all VIE's created
after January 31, 2003; for the first fiscal year or interim period beginning
after June 15, 2003 for VIE's in which a Company holds a variable interest that
it acquired before February 1, 2003.
The adoption of these pronouncements will not have a material effect on the
Company's financial position, results from operations or cash flows.
10
Item 2. Management's Discussion and Analysis
Application of Critical Accounting Policies
-------------------------------------------
Application of our accounting policies requires management to make judgments and
estimates about the amounts reflected in the financial statements. Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in the assumptions and estimates. Estimates are used for, but not limited to,
the accounting for the allowance for doubtful accounts, inventory allowances,
restructuring costs, impairment costs, depreciation and amortization, sales
discounts and returns, warranty costs, taxes and contingencies. Management has
identified the following accounting policies as critical to an understanding of
our financial statements and/or as areas most dependent on management's judgment
and estimates.
Revenue Recognition
-------------------
We generally recognize revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the price is fixed or readily determinable, and
collectibility is probable; which is generally the date of shipment. Sales are
recorded net of sales returns and discounts. We recognize revenue in accordance
with Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements."
Impairment of Long-Lived Assets
-------------------------------
We continually review the recoverability of the carrying value of long-lived
assets using the methodology prescribed in Statement of Financial Accounting
Standards (SFAS) 144, "Accounting for the Impairment and Disposal of Long-Lived
Assets." We also review long-lived assets and the related intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying value of such assets may not be recoverable. Upon such an occurrence,
recoverability of these assets is determined by comparing the forecasted
undiscounted net cash flows to which the assets relate, to the carrying amount.
If the asset is determined to be unable to recover its carrying value, then
intangible assets, if any, are written down first, followed by the other
long-lived assets to fair value. Fair value is determined based on discounted
cash flows, appraised values or management's estimates, depending on the nature
of the assets.
Deferred Tax Asset Valuation Allowance
--------------------------------------
We record a deferred tax asset in jurisdictions where we generate a loss for
income tax purposes. Due to our history of operating losses, we have recorded a
full valuation allowance against these deferred tax assets in accordance with
SFAS 109, "Accounting for Income Taxes," because, in management's judgment, the
deferred tax assets may not be realized in the foreseeable future.
Inventories
-----------
Our inventories are stated at standard cost (which approximates the first-in,
first-out method) or market. Slow moving and obsolete inventories are analyzed
quarterly. To calculate a reserve for obsolescence, we compare the current
on-hand quantities with both the projected usages for a two-year period and the
actual usage over the past 12 months. On-hand quantities greater than projected
usage are calculated at the standard unit cost. The production, engineering and
purchasing departments review the initial list of slow-moving and obsolete items
to identify items that have alternative uses in new or existing products. These
items are then excluded from the analysis. The remaining amount of slow-moving
and obsolete inventory is then reserved for. Additionally, non-cancelable open
purchase orders for parts we are obligated to purchase where demand has been
reduced may be reserved. Reserves for open purchase orders where the market
price is lower than the purchase order price are also established.
11
Accounts Receivable and Allowance for Doubtful Accounts
-------------------------------------------------------
The Allowance for Doubtful Accounts is established by analyzing each account
that has a balance over 90 days past due. Each account is individually assigned
a probability of collection. The total amount determined to be uncollectible in
the 90-days-past-due category is then reserved fully. The percentage of this
reserve to the 90-days-past-due total is then established as a guideline and
applied to the rest of the non-current accounts receivable balance where
appropriate. When other circumstances suggest that a receivable may not be
collectible, it is immediately reserved for, even if the receivable is not yet
in the 90-days-past-due category.
RESULTS OF OPERATIONS
NET PRODUCT SALES
-----------------
Sales for the first quarter of fiscal year 2004 ("Q1 04") were $2,647,000, an
increase of $1,099,000 or 71% from sales of $1,548,000 for the first quarter of
fiscal year 2003 ("Q1 03"). The increase in sales was primarily due to the
Company's acquisitions during the past year and was reflected in three of our
principal market segments: industrial sensing, military/aerospace, and medical.
Sales to the industrial sensing markets, which represent 43% of total sales for
the quarter, increased by 45% over the same quarter in the prior year. Sales to
customers in the military/aerospace markets, which represent 33% of total sales
for the quarter, increased 68% over the prior year. Similarly, sales to the
medical markets increased 144% over Q1 03 and represent 15% of total sales for
the quarter. While we continue to expect sales to increase by approximately 40%
in fiscal 2004 as compared to fiscal 2003, the sales may vary significantly on a
quarter to quarter basis due to changes in customer delivery and production
schedules.
COSTS AND EXPENSES
------------------
Cost of goods sold increased by $858,000 (94%) in Q1 04 compared to Q1 03, due
in large part to increased product sales. As a percentage of net sales, cost of
goods sold increased by 8 percentage points to 67% as compared to 59% in Q1 03.
Likewise, gross profit margin on net sales decreased 8 percentage points to 33%
as compared to 41% in Q1 03. The decrease in gross margin is primarily
attributable to increased labor and fixed overhead costs resulting from the
operation of multiple manufacturing facilities. As the Company completed the
closing of the Garland, Texas facility at mid-quarter, the results for Q1 04
include overhead expenses for both the Camarillo, California and Dodgeville,
Wisconsin facilities for the full quarter as well as expenses associated with
the Garland facility for a portion of the quarter. Conversely, the results for
Q1 03 reflect only one manufacturing facility. The current gross margin has
improved over what was realized during the latter portion of fiscal 2003 and the
Company believes the current gross margin percentage is indicative of what can
be expected during the remainder of the year and will improve slightly as
revenue levels increase, thereby facilitating the absorption of more fixed
expenses.
Research and development ("R&D") costs decreased by $64,000 (45%) to $78,000 in
Q1 04 as compared to Q1 03. The decrease in R&D costs for the quarter is
primarily due to an internal restructuring of the R&D department, with a focus
placed on those projects which offer a higher potential toward
commercialization. During the remainder of the fiscal year, the Company expects
to see further decreases in R&D expenditures as we plan to continue the shifting
of valuable engineering resources toward the support of our custom
optoelectronic projects in target markets. However, the possibility exists that
R&D costs may fluctuate slightly or even increase, should the level of activity
associated with new product development projects or customer-requested
development contracts increase significantly.
12
Marketing and sales expenses increased slightly, by $7,000 (3%) to $241,000 in
Q1 04 as compared to Q1 03. As a percentage of sales, marketing and sales
expenses have decreased 6 percentage points to 9% in Q1 04, as compared to 15%
for Q1 03. Thus, as the Company experienced some increases in marketing and
sales expenses due to the absorption of subsidiary expenses, we have been able
to more than offset those increases by savings realized through a consolidation
of the marketing and sales department and a coordination of efforts between the
two facilities. Excluding any unforeseen events, the Company expects that
marketing and sales expenses for the remainder of fiscal 2004 will increase only
slightly over the expenses realized in 2003, primarily due to increased
commissions payable on increased sales. As a percentage of net sales, marketing
and sales expenses are expected to remain at approximately 9% throughout the
current fiscal year.
General and administrative expenses increased by $136,000 (44%) to $443,000 in
Q1 04 as compared to $307,000 in Q1 03. The increase in general and
administrative expenses is primarily due to increased expenses resulting from
the Company's recent acquisitions, which occurred during the second and fourth
quarters of fiscal year 2003. Total general and administrative expenses
associated with the new subsidiaries were $156,000, which were partially offset
by a $20,000 reduction in expenses for various other general and administrative
costs. As with sales and marketing expenses, the Company has achieved general
and administrative savings through consolidation and coordination of its
subsidiaries and, expressed as a percentage of net sales, general and
administrative expenses decreased to 17% in Q1 04 as compared to 20% in Q1 03.
We continue to expect that the level of expenditures for the remainder of the
year will approximate the amounts realized in fiscal 2003 and that general and
administrative expenses will continue to decline as a percentage of sales.
Despite the decrease in gross margin, increased sales and efficiencies realized
in selling, general and administrative expenses resulted in net income reported
for Q1 04 of $113,000 as compared to a net loss of ($23,000) in Q1 03.
FINANCIAL CONDITION
At June 29, 2003, the Company had cash, cash equivalents and short term
investments of $2.2 million, working capital of $4.9 million, and an accumulated
deficit of $18.7 million. The Company's cash and cash equivalents decreased by
$379,000 during the three months ended June 29, 2003. Cash used by operating
expenditures totaled $305,000, including $300,000 transferred from operating
cash to short term investments. Other operating expenditures were impacted by
cash outlays used to purchase inventory and reduce accounts payable, which were
partially offset by cash collected from accounts receivable and a reduction in
prepaid expenses. $9,000 was obtained through the exercise of stock options.
13
Cash of $83,000 was used for capital equipment, compared to $20,000 during the
same period of the prior year. $60,000 was used to purchase additional
manufacturing equipment for the Dodgeville, Wisconsin facility and $19,000 was
used for computer hardware upgrades. The remaining capital expenditures during
the current quarter were due to minor equipment upgrades and/or replacements.
The Company anticipates additional cash outlays for capital items will be
required during the remainder of fiscal 2004, as we have identified other
necessary production equipment upgrades and also plan to complete the
installation of a wide area network (WAN) communication system and subsequent
conversion of the Dodgeville database and enterprise resource planning (ERP)
system.
The Company is exposed to interest rate risk for marketable securities. Due to
continually declining interest rates available to the Company pursuant to its
investment policy, the Company was able to achieve the best yields on liquid
money market and equity fund accounts and thus transferred the majority of its
available cash reserves from longer term investment instruments to such accounts
during the past year. At June 29, 2003, the Company held $1.7 million in a
highly liquid equity fund account which carries an average interest rate of
1.2%. During 2004, the Company will continue to monitor available interest rates
and will attempt to utilize the best possible avenues of investment for its
excess liquid assets.
FORWARD LOOKING STATEMENTS
--------------------------
The information contained herein includes forward looking statements that are
based on assumptions that management believes to be reasonable but are subject
to inherent uncertainties and risks including, but not limited to, risks
associated with the integration of newly acquired businesses, unforeseen
technological obstacles which may prevent or slow the development and/or
manufacture of new products, limited (or slower than anticipated) customer
acceptance of new products which have been and are being developed by the
Company, the availability of other competing technologies and a decline in the
general demand for optoelectronic products.
14
PART II OTHER INFORMATION
Items 1 - 5
None
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
31.1 Certification of the Registrant's Chairman, Chief Executive
Officer, and Director pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Registrant's Chief Financial Officer
and Secretary pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.3 Certification of the Registrant's President pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
The Company filed form 8-K/A on April 2, 2003, to report the proforma financial
information relating to its acquisition of Texas Optoelectronics, Inc. This
report amended Item 7 of the report on Form 8-K filed with the Securities and
Exchange Commission on January 31, 2003.
The Company filed form 8-K on June 26, 2003 to report that it had issued a press
release dated June 25, 2003 announcing financial results for the quarter and
year ended March 30, 2003.
15
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.
Advanced Photonix, Inc.
-----------------------
(Registrant)
Date: August 13, 2003 /s/ Richard Kurtz
--------------- -----------------
Richard Kurtz
Chairman, Chief Executive Officer
and Director
/s/ Paul Ludwig
---------------
Paul Ludwig
President
/s/ Susan Schmidt
-----------------
Susan Schmidt
Chief Financial Officer
and Secretary
16