APA OPTICS INC /MN/
10QSB/A, 1995-08-18
OPTICAL INSTRUMENTS & LENSES
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Page 1 of 8  
  
                    SECURITIES AND EXCHANGE COMMISSION  
  
                          Washington, D.C. 20549  
  
                                FORM 10-QSB  
  
  
X  Quarterly report pursuant to Section 13 or 15(d) of the 
Securities  
   Exchange Act of 1934  
  
   For the quarterly period ended June 30, 1995 or  
  
   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 0-16106  
  
                             APA OPTICS, INC.  
     (exact name of small business issuer 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)

 
  
      Issuer's telephone number, including area code: (612) 
784-4995  
  
Indicate whether the issuer (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 issuer 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 June 30, 1995 

 Common stock, par value $.01                  7,385,007  
<PAGE>
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Page 2 of 8  
  
                       PART 1, FINANCIAL INFORMATION  
  
ITEM 1, FINANCIAL STATEMENTS  
  
                             APA OPTICS, INC.  
                         CONDENSED BALANCE SHEETS  
<TABLE>  
<CAPTION>  
ASSETS                                        June 30          
March 31   
                                               1995             

1995  
<S>                                         <C>               <C>

 
CURRENT ASSETS:                             (Unaudited)        
(Audited)*  
Cash and short-term investments             $  313,152        $ 

401,034  
Accounts receivable                            460,896          

421,943  
Inventories:  
Raw Materials                                   61,128           

61,791  
Work-in-process & finished goods               153,839          

146,414  
Prepaid expenses                                19,137           

31,225  
Bond reserve funds                              87,083           

63,333  
TOTAL CURRENT ASSETS                         1,095,235         
1,125,740  
  
PROPERTY AND EQUIPMENT, NET                  1,424,465         
1,492,282  
  
OTHER ASSETS                                   471,078          

445,075  
  
                                           $ 2,990,778       $ 
3,063,097  
  
LIABILITIES AND SHAREHOLDERS' EQUITY  
CURRENT LIABILITIES:  
Current Portion of Long-Term Debt          $    95,000       $   

95,000  
Accounts payable                                75,894           

97,584  
Accrued expenses                                 1,842           

40,476  
TOTAL CURRENT LIABILITIES                      172,736          

233,060  
  
LONG TERM DEBT                                 445,000          

445,000  
  
SHAREHOLDERS' EQUITY  
Undesignated shares; 5,000,000 shares  
authorized; none issued                          ---             

 ---  
Common stock, $.01 par value; 15,000,000  
shares authorized; 7,385,007 & 7,376,923  
issued                                          73,850           

73,769  
Paid-in-capital                              5,126,703         
5,122,292  
Retained earnings (deficit)                 (2,827,511)       
(2,811,024)  
                                             2,373,042         
2,385,037  
  
                                           $ 2,990,778       $ 
3,063,097  
</TABLE>  
* Derived from audited financial statements  
<PAGE>
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Page 3 of 8  
  
                              APA OPTICS, INC.  
                     CONDENSED STATEMENTS OF OPERATIONS  
                                 (UNAUDITED)  
<TABLE>  
<CAPTION>  
                                      Three months ended   
                                          June 30,         
                                      1995          1994   
<S>                              <C>           <C>              
REVENUES                         $   592,017   $   450,222   
  
COSTS AND EXPENSES:  
 Cost of sales and   
 services                            445,326       321,345   
  
 Selling, general &   
 administrative                      152,627       129,288   
 Research & development                2,467        97,675   
                                     600,420       548,308   
Gain/Loss from Operations             (8,403)      (98,086)   
  
INTEREST INCOME & EXPENSE:  
 Interest Income                       2,445         1,527   
 Interest Expense                    (10,279)      (11,819)   
                                      (7,834)      (10,292)   
INCOME (LOSS)           
 BEFORE INCOME TAXES                 (16,237)     (108,378)   
INCOME TAX EXPENSE   
 (BENEFIT)                               250           250     
  
NET INCOME (LOSS)                $   (16,487)    $(108,628)   
  
EARNINGS (LOSS) PER  
COMMON & COMMON EQUIVALENT  
SHARE (EXHIBIT 11)                     $(.00)        $(.01)   
  
  
WEIGHTED AVERAGE SHARES  
 OUTSTANDING                       7,381,792     7,274,923    
   
</TABLE>  
  
  
  
  
  
  
  
  
  
  
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Page 4 of 8  
  
                             APA OPTICS, INC.  
                          STATEMENT OF CASH FLOWS  
                                (UNAUDITED)  
<TABLE>  
<CAPTION>  
                                                        Three 
Months Ended  
                                                              June

 
                                                        1995     

   1994  
<S>                                               <C>          <C>

 
OPERATING ACTIVITIES  
Net Income (loss)                                 $  (16,487)  $

(108,628)  
Adjustments to reconcile net income to net cash  
provided by operating activities:  
  Depreciation and amortization                      103,193     

108,865  
  Changes in operating assets and liabilities:  
    (Increase) decrease in accounts receivable       (38,953)    

(22,720)  
    (Increase) decrease in inventories and  
      prepaid expenses                               (18,424)    

(65,206)  
    Increase (decrease) in accounts payable and  
    accrued expenses                                 (60,324)    

(38,964)  
    Other                                            (38,003)    

(11,588)  
Net cash provided by (used in) operating  
  activities                                         (68,998)   

(138,241)  
INVESTING ACTIVITIES  
(Purchases) Sales of property and equipment          (23,376)    

108,979 *  
  
Net cash used in investing activities                (23,376)    

108,979  
  
      
FINANCING ACTIVITIES  
Proceeds from the sale of common stock                 4,492     

  ---  
Repayment of long-term debt                             ---      

  ---     
  
Net cash provided by financing activities              4,492     

  ---     
  
Increase (decrease) in cash                          (87,882)    

(29,262)  
  
Cash at Beginning of Period                          401,034     

274,204   
  
Cash at End of Period                              $ 313,152    $

244,942  
</TABLE>  
                  NOTE TO CONDENSED FINANCIAL STATEMENTS  
  
1.  In the opinion of management, the information furnished 
reflects all  
adjustments which are necessary to a fair statement of the results

of the  
interim periods presented. All adjustments were of a normal 
recurring nature.  
The result of any interim period are not necessarily indicative of

results  
for the full year.  
  
* Includes $125,000 from the sale of used equipment.  
  
  
<PAGE>  
Page 7 of 8  
  
                        PART II. OTHER INFORMATION  
  
ITEMS 1 - 5.  Not Applicable.  
  
  
  
ITEM 6.  Exhibits and Reports on Form 8-K  
  
(a)  Exhibit 11:  Statement RE:  Computation of per share earnings.

 
  
(b)  Reports on Form 8-K  
  
     There were no reports on Form 8-K filed during the three 
months ended  
June 30, 1995.  
  
  
                                Signatures  
  
  
In accordance with the requirements of the Securities Exchange Act

of 1934,  
the issuer caused this report to be signed on its behalf by the 

undersigned, thereunto duly authorized.  
  
                                         APA OPTICS, INC.  
  
  
                                                                 

        
  
                Date                     Anil K. Jain  
                                         President  
                                         Principal Executive 
Officer  
                                         Treasurer & Principal 
Financial  
                                         Officer  
  
  
                                                                 

         
  
                Date                     Randal J. Becker  
                                         Principal Accounting 
Officer  
<PAGE>
 <PAGE>   
 Page 8 of 8  
  
                                EXHIBIT 11  
  
                             APA OPTICS, INC.  
  
<TABLE>  
<CAPTION>  
                         Statement RE: Computation  
                           of Per Share Earnings  
  
  
                                      Three months ended     
                                            June 30,           
                                       1995          1994       

<S>                                 <C>           <C>  
Average common  
  shares outstanding                7,381,792     7,274,923     

             
  
Dilutive stock options  
  and warrants (A)                     ---           ---        
    
  
Total                               7,381,792     7,274,923   
         
  
Net income (loss)                   $ (16,487)    $(108,628)   
               
  
Per share amount                        $(.00)        $(.01)     

  
</TABLE>  
(A) Calculated using the "treasury stock" method.  
  
<PAGE>
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Page 5 of 8  
  
                ITEM 2.  MANAGEMENT'S DISCUSSION  
               AND ANALYSIS OF FINANCIAL CONDITION  
                    AND RESULTS OF OPERATIONS  
  
  
Results of Operations:                                           

 
            
	Revenues for the first quarter of fiscal 1996 ending June 30,

 
1995 were $592,017, an increase of 31% from the first quarter of

 
fiscal 1995 ending June 30, 1994. The first quarter revenues of 

fiscal 1996 are also up 6% as compared to the previous quarter. 

(4th quarter FY 1995). While the production revenues decreased by

 
$89,538 during the first quarter of fiscal year 1996 as compared

 
to the first quarter of fiscal year 1995, the contract revenues 

increased by $231,333 resulting in an overall increase of $141,795

 
for the period. This shift is consistent with the Company's overall

 
plans to focus upon production and marketing of products based upon

 
its research and development activities. The Company believes that

 
its contract research and development activities along with  
additional company paid research and development activities are 

vital to the development of these future products. The increased

 
contract revenues also resulted in reducing the Company's paid  
internal reseach and development expenses to $2,467 during the  
first quarter of fiscal year 1996 from $97,675 for the first  
quarter of fiscal year 1995.  
  
     The substantial increase in government contract revenues for

 
the first quarter of fiscal 1996 as compared to the first quarter

 
of fiscal 1995 is a result of the Company's efforts in winning new

 
government contracts in fiscal 1995. The Company's backlog of  
unfinished government contracts is still around 4 million as  
previously mentioned in our 1995 annual report.  
  
	For the first quarter of fiscal 1996, the Company is reporting

 
a net loss of ($16,487) as compared to a net loss of ($108,628) for

 
the first quarter of fiscal 1995. This significant decrease in  
losses of $92,141 is mainly due to significant reduction in company

 
paid research and development expenses and increased contract  
revenues. While the cumulative research and development activites

 
(contract and internal), an indicator of the overall product  
development activities, increased in the first quarter of fiscal

 
year 1996 ($545,077) as compared to the first quarter of fiscal 

year 1995 ($408,952), the expenses for internal research decreased

 
by $95,208 over the same period. The Company anticipates that the

 
cumulative research and development activities will increase during

 
the next few quarters of fiscal 1996.  
  
  
  
  
  
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Page 6 of 8  
     
   
Liquidity and Capital Resources:  
  
	The Company's cash balance at June 30, 1995 is $313,152. The

 
Company's current ratio is over six to one. The Company believes

 
that it has sufficient cash to maintain its normal operation  
through the balance of fiscal 1996 and beyond. Additionally, the

 
Company is in the process of expanding its opto-electronic product

 
manufacturing facilities in Aberdeen, South Dakota based on  
economic assistance from the State of South Dakota and the City of

 
Aberdeen. In particular, South Dakota will provide assistance in

 
excess of $6.5 million. The Company will need to supplement this

 
package with $2.0 million over the next two years, which it plans

 
to raise through equity financing. The Company believes that these

 
funds will be sufficient for the Aberdeen operation over the next

 
two years and beyond. <PAGE>
<PAGE>  
Page 7 of 8  
  
                        PART II. OTHER INFORMATION  
  
ITEMS 1 - 5.  Not Applicable.  
  
  
  
ITEM 6.  Exhibits and Reports on Form 8-K  
  
(a)  Exhibit 11:  Statement RE:  Computation of per share earnings.

 
  
(b)  Reports on Form 8-K  
  
     There were no reports on Form 8-K filed during the three 
months ended  
June 30, 1995.  
  
  
                                Signatures  
  
  
In accordance with the requirements of the Securities Exchange Act

of 1934,  
the issuer has duly caused this report to be signed on its behalf

by the  
undersigned, thereunto duly authorized.  
  
                                         APA OPTICS, INC.  
  
  
             07/31/95                     s/s  Anil  K.  Jain    

       
  
                Date                     Anil K. Jain  
                                         President  
                                         Principal Executive 
Officer  
                                         Treasurer & Principal 
Financial  
                                         Officer  
  
  
             07/31/95                     s/s  Randal  J.  Becker 

        
  
                Date                     Randal J. Becker  
                                         Principal Accounting 
Officer  
    
  
  
  
  
  
  
  
  
  
  
  
<PAGE>  
EXHIBIT INDEX  
FINANCIAL DATA SCHEDULES EXHIBIT 27                              



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