ADVANCED PHOTONIX INC
10-Q, 1999-08-11
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (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 27,1999

                                       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 4, 1999,  10,849,260 shares of Class A Common Stock,  $.001 par value,
and 68,135 shares of Class B Common Stock, $.001 par value, were outstanding.



<PAGE>

                            ADVANCED PHOTONIX, INC.

                                      INDEX


                                                                     PAGE
 PART I     FINANCIAL INFORMATION

 Item 1.    Financial Statements (Unaudited)                         3 - 6

            Consolidated Statements of Operations
            for the three month periods ended June 27, 1999
            and June 28, 1998                                          3

            Consolidated Balance Sheets
            at June 27, 1999 and March 28, 1999                      4 - 5

            Consolidated Statements of Cash Flows
            for the three month periods ended June 27, 1999
            and June 28, 1998                                          6

            Notes to Consolidated Financial Statements                 7

 Item 2.    Management's Discussion and Analysis
            of Financial Condition and Results of Operations         8 - 10

 PART II    OTHER INFORMATION                                          10

            SIGNATURES                                                 10

                                       2

<PAGE>

                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

    For the three month period ended           June 28, 1998       June 29, 1997
    ----------------------------------------------------------------------------

    NET PRODUCT SALES                          $  1,520,000        $  1,958,000


    COSTS AND EXPENSES
    Cost of product sales                         1,034,000           1,255,000
    Research and development                        163,000              90,000
    Marketing and sales                             253,000             250,000
    General and administrative                      249,000             270,000
                                            ----------------    ----------------
                                                  1,699,000           1,865,000
                                            ----------------    ----------------
    PROFIT (LOSS) FROM OPERATIONS                  (179,000)             93,000
                                            ----------------    ----------------

    OTHER INCOME
    Interest income                                  26,000              28,000
    Other, net                                       (2,000)              1,000
                                            ----------------    ----------------
                                                     24,000              29,000
                                            ----------------    ----------------
    NET INCOME (LOSS) -                        $   (155,000)       $    122,000
    $(.01), $.01 per share                  ================    ================



               See   notes  to   consolidated   financial statements.

                                       3


<PAGE>

                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEETS


                                             June 27, 1999        March 29, 1999
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents                   $    310,000           $    664,000
Short-term investments                         2,062,000              1,867,000
Accounts receivable, less allowance
  of $83,000 in June 1999 and March 1999         855,000                986,000
Inventories                                    1,635,000              1,551,000
Prepaid expenses and other current assets         97,000                 88,000
                                         ---------------        ----------------
 Total Current Assets                          4,959,000              5,156,000
                                         ---------------        ----------------

EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
  at cost                                      3,049,000              2,985,000

Less accumulated depreciation
  and amortization                            (2,519,000)            (2,474,000)
                                         ---------------        ----------------
                                                 530,000                511,000
OTHER ASSETS
Goodwill, net of accumulated amortization
 of $261,000 in June 1999 and
 $253,000 in March 1999                          575,000                583,000
Patents, net of accumulated amortization
 of $30,000 in June 1999 and
 $28,000 in March 1999                            50,000                 52,000
Other                                             26,000                 26,000
                                         ---------------        ----------------
                                                 651,000                661,000
                                         ---------------        ----------------
                                            $  6,140,000           $  6,328,000
                                         ===============        ================

                 See notes to consolidated financial statements.

                                       4

<PAGE>
<TABLE>

                             ADVANCED PHOTONIX, INC.

                           CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                        June 28,               March 29,
                                                                          1998                    1998
- -------------------------------------------------------------------- ----------------        ---------------
<S>                                                                  <C>                     <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                     $     309,000           $     263,000
Accrued expenses:
         Salaries and employee benefits                                    274,000                 310,000
         Warranty                                                           95,000                  95,000
         Other                                                              90,000                 133,000
                                                                     ----------------        ---------------
         Total Current Liabilities                                         768,000                 801,000
                                                                     ----------------        ---------------

COMMITMENTS AND CONTINGENICES
STOCKHOLDERS' EQUITY
Class A Common Stock, par value $.001 per share; authorized
50,000,000 shares;
       June 27, 1999    - 10,849,260 shares issued and outstanding
       March 28, 1999   - 10,849,260 shares issued and outstanding          11,000                  11,000

Class B Common Stock, par value $.001 per share; authorized
4,420,113 shares;
       June 27, 1999    - 68,135 shares issued and outstanding
       March 28, 1999   - 68,135 shares issued and outstanding                 -                      -

Convertible Preferred Stock at redemption  value; authorized
10,000,000 shares
       June 27, 1999    - 80,000 shares issued and outstanding
       March 28, 1999   - 80,000 shares issued and outstanding              64,000                  64,000

Additional paid-in capital                                              22,704,000              22,704,000
Accumulated Deficit                                                    (17,407,000)            (17,252,000)
                                                                     ----------------        ---------------
                                                                         5,372,000               5,527,000
                                                                     ----------------        ---------------
                                                                     $   6,140,000           $   6,328,000
                                                                     ================        ===============
<FN>

                                     See notes to consolidated financial statements.

</FN>
</TABLE>

                                       5
<PAGE>

                             ADVANCED PHOTONIX, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

For the three month period ended                June 27, 1999      June 28, 1998
- --------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)                               $   (155,000)      $    122,000
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
     Depreciation                                     45,000             89,000
     Amortization                                     10,000              6,000
Changes in assets and liabilities:
     Short-term investments                         (195,000)        (1,092,000)
     Accounts receivable                             131,000            (15,000)
     Inventories                                     (84,000)            76,000
     Prepaid expenses and other current assets        (9,000)            17,000
     Accounts payable and accrued expenses           (33,000)          (298,000)
                                                -------------      -------------
  NET CASH USED IN OPERATING ACTIVITIES             (290,000)        (1,095,000)
                                                -------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                 (64,000)           (32,000)
                                                -------------      -------------
  NET CASH USED IN INVESTING ACTIVITIES              (64,000)           (32,000)
                                                -------------      -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS           (354,000)        (1,127,000)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD     664,000          1,386,000
                                                -------------      -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD      $    310,000       $    259,000
                                                =============      =============

                  See notes to consolidated financial statements.

                                        6
<PAGE>


                             ADVANCED PHOTONIX, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 27, 1999
                                   (Unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  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 27, 1999, are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending March 26, 2000. For further  information,  refer to the consolidated
financial  statements and notes thereto included in the Advanced Photonix,  Inc.
(together with its subsidiary, the "Company") Annual Report on Form 10-K for the
fiscal year ended March 28, 1999.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Net Income (Loss) Per Share: Net loss per share is based on the weighted average
number of common and common equivalent shares outstanding. Such weighted average
shares were approximately 10,917,000 at June 27, 1999 and 10,914,000 at June 28,
1998. 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. "Diluted" net income (loss) per share has not been presented as the impact
is either not material or anti-dilutive.

Inventories:  Inventories consist of the following:

                                      June 27, 1999            March 28, 1999
                                  ---------------------    ---------------------
Raw materials                        $    428,000             $    453,000
Work in progress                        1,041,000                  926,000
Finished products                         166,000                  172,000
                                  ---------------------    ---------------------
                                     $  1,635,000             $  1,551,000
                                  =====================    =====================

                                       7

<PAGE>


Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

RESULTS OF OPERATIONS
- ---------------------

NET PRODUCT SALES
- -----------------
Net  product  sales for the  first  quarter  of fiscal  year 2000 ("Q1 00") were
$1,520,000,  a decrease of $438,000 or 22% from revenues of  $1,958,000  for the
first quarter of fiscal year 1999 ("Q1 99").

The decrease in net product  sales was primarily due to lower volume in military
aerospace  products which decreased by approximately 54% in Q1 00 compared to Q1
99. The Company completed deliveries on orders related to a large program during
the second half of fiscal 1999.  Follow-on  orders are  expected and  deliveries
should resume on this program  during the later part of the current fiscal year.
During Q1 00,  shipments of Large Area  Avalanche  Photodiode  (LAAPD)  products
(included  in net  product  sales)  were 21% higher  than the same period in the
prior year. While sales from these products  represented 9% of total net product
sales  during Q1 00, the  Company  anticipates  increasing  volume from sales of
LAAPD products as markets begin to implement this "enabling" technology.

COSTS AND EXPENSES
- ------------------
Cost of product  sales  decreased  by  $221,000  in Q1 00 compared to Q1 99. The
decrease is primarily  attributable to lower product shipments.  Cost of product
sales as a percent of net product sales  increased by 4 percentage  points in Q1
00  compared  to Q1 99 due  to a  number  of  factors  including  inefficiencies
associated  with lower volume and lower  margins  stemming from  variability  in
product mix and engineering design revenues.

Research and  development  costs increased by $73,000 (81%) to $163,000 in Q1 00
as compared to Q1 99. The increase in R&D costs is primarily  due to an increase
in internal R&D efforts as the Company  focuses on improving its current line of
LAAPD  products  as well as  expanding  into  new  derivatives  of the  patented
technology.  The Company is  developing an Extreme Ultra Violet LAAPD capable of
detecting low light levels well below 200 nm. In addition, the Company continues
the development of a new generation  two-dimensional LAAPD Array. R&D costs have
varied significantly in the past, and may continue to do so, due to the level of
activity  associated  with  development  contracts  as  well as the  number  and
complexity of new process and product development projects, the qualification of
new process developments and customer evaluation and acceptance of new products.

Marketing  and sales  expenses in Q1 00 were flat compared to Q1 99. The Company
believes its marketing and sales expenses will increase  during the remainder of
the year as the Company pursues its plan of adding  additional  sales personnel,
increased trade show attendance and substantial print media advertising.

General and administrative  expenses decreased by $21,000 (8%) to $249,000 in Q1
00 compared to Q1 99  primarily  due to manpower  cutbacks and efforts to reduce
costs.

Interest  income in Q1 00 of $26,000 was $2,000  lower than Q1 99 as a result of
lower interest rates.

                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

At June 27,  1999,  the  Company  had  cash,  cash  equivalents  and  short-term
investments of $2.4 million,  working capital of $4.2 million and an accumulated
deficit of $17.4 million.  The Company's cash,  cash  equivalents and short-term
investments  decreased by $159,000  during the three months ended June 27, 1999.
Cash of  $95,000  was  used  for  operating  activities  (before  cash  used for
short-term  investments).  Cash of  $64,000  was  used  for  capital  equipment,
compared to $32,000 during the comparable period of the prior year.

To enable the  Company to meet its  capital  commitment  needs,  the Company has
historically supplemented cash provided by operations with proceeds from private
and public sales of capital stock and borrowings.  These funds have been used to
grow the core business and finance the development and initial commercialization
of the  Company's  LAAPD  technology.  While the Company  believes  that initial
commercialization  has been  completed  and has  reduced  its  expenditures  for
research and development,  it continues  development of other derivatives of the
base technology.  The continued development of LAAPD derivative products as well
as revenue growth in the business may require additional funds.

The Company has a revolving line of credit  agreement with a bank for the lesser
of $1,000,000 or 75 percent of eligible trade accounts receivable, as defined by
the  agreement.  The agreement is in the process of renewal  effective  July 16,
1999, and provides for interest to be paid monthly at prime plus .5 percent. The
Company must adhere to certain  requirements  and provisions to be in compliance
with the terms of the agreement. Borrowings under the line of credit are secured
by accounts receivable,  inventory,  equipment and general intangibles.  At June
27, 1999,  no amounts were  outstanding  under any bank line of credit and there
were no stockholder loans to the Company.

The Company believes that the moderate rate of inflation over the past few years
has not had a significant impact on the Company's sales or operating results.

YEAR 2000 ISSUES
- ----------------

The Company is aware of the potential  for Year 2000  software  failures and the
associated impact on business  operations.  Software  utilizing a two digit date
field may recognize a date using "00" as the year 1900 rather than the year 2000
(the  "Year 2000  Issue").  The Year 2000 Issue  could  potentially  result in a
system  failure  or  in  miscalculations   causing  disruptions  of  operations,
including  among other things,  a temporary  inability to process  transactions,
send invoices or engage in other similar normal business activities. The Company
developed  a  plan  and  identified   Year  2000  Issues  in  certain   software
applications and upgraded such  applications with software that recognizes dates
beyond December 31, 1999, thus addressing a substantial portion of the Year 2000
Issue that may impact the Company  (the  Company is  currently  operating in its
fiscal  2000 and,  therefore,  has  proven  its  reliability).  The cost of this
project, as it relates to the Year 2000 Issue, did not have a material effect on
the operations of the Company. In addition,  the Company made inquiries and took
inventory of its "mission critical" suppliers and manufacturing equipment. There
are alternative  vendors and equipment  available to meet the "mission critical"
needs of the Company in the event of unforeseen circumstances.

                                       9
<PAGE>

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, 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  (particularly  its  LAAPD  product  line),  the  availability  of other
competing  technologies  and a decline in the general demand for  optoelectronic
products.

PART II. OTHER INFORMATION

Items 1. - 6.     None

                                   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 10, 1999          /s/ Patrick J. Holmes
         ---------------          ---------------------
                                  Patrick J. Holmes
                                  Executive Vice President, Chief Financial
                                  Officer and Secretary/Treasurer

                                       10

<TABLE> <S> <C>


<ARTICLE>                     5
<MULTIPLIER>                                   1000
<CURRENCY>                                     U.S. DOLLARS

<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              MAR-26-2000
<PERIOD-START>                                 MAR-29-1999
<PERIOD-END>                                   JUN-27-1999
<EXCHANGE-RATE>                                     1
<CASH>                                            310
<SECURITIES>                                    2,062
<RECEIVABLES>                                     855
<ALLOWANCES>                                       83
<INVENTORY>                                     1,635
<CURRENT-ASSETS>                                4,959
<PP&E>                                          3,049
<DEPRECIATION>                                  2,519
<TOTAL-ASSETS>                                  6,140
<CURRENT-LIABILITIES>                             768
<BONDS>                                             0
                               0
                                        64
<COMMON>                                           11
<OTHER-SE>                                      5,297
<TOTAL-LIABILITY-AND-EQUITY>                    6,140
<SALES>                                         1,520
<TOTAL-REVENUES>                                1,520
<CGS>                                           1,034
<TOTAL-COSTS>                                   1,699
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                  (155)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                              (155)
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                     (155)
<EPS-BASIC>                                    (.01)
<EPS-DILUTED>                                    (.01)



</TABLE>


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