|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: MERRILL LYNCH CORPORATE HIGH YIELD FUND II INC, DEF 14A, 2000-11-09 |
Next: CENTERPOINT PROPERTIES TRUST, 8-K, 2000-11-09 |
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the three Month
period ended September 30, 2000
[ ] 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 ____
PHOTONICS CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
California
77-0102343
(State or other jurisdiction of (I.R.S. Employer Identification
No.)
incorporation or organization)
1222 Alderwood Avenue
(408) 745-9320
Sunnyvale, California 94089
(Address of Principal Executive Offices) Issuer's telephone
number)
Check whether the issuer: (1) filed all reports required
to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
Past 12 months (or for such shorter period that the Company was
required
to file such reports), and (2) has been subject to
such filing
requirements for the past 90 days.
Yes X No
The number of shares outstanding of the issuer's Common Stock,
$.001 par
value, as of September 30, 2000 was 6,765,496 shares.
PHOTONICS CORPORATION
For the quarter ended September 30, 2000
INDEX
Page Number
PART I FINANCIAL INFORMATION 4
ITEM I Interim Financial Statements
Consolidated Balance Sheet as of
September 30, 2000 and September 30, 1999
5
Consolidated Statements of Operation
For the Three months and Nine months
ending September 30, 2000 and September 30, 1999
6
Consolidated Statement of Cash Flows
For the Nine months ending September 30, 2000 and
September 30, 1999
7
Notes to Consolidated Financial Statements 8
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
9
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings 10
ITEM 2 Changes in Securities 10
ITEM 3 Defaults Upon Senior Securities 10
ITEM 4 Submission of Matters of a Vote of Security Holders 10
ITEM 5 Other Information 10
ITEM 6 Exhibits and Reports on Form 8-K 10
SIGNATURE
10
-3-
PART 1 FINANCIAL INFORMATION
The condensed consolidated interim financial statements included
herein
have been prepared by the Company, without audit, pursuant to the
rules
and regulations of the Securities and Exchange Commission.
Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules
and
regulations, although the Company believes that the disclosures
made are
adequate to make the information disclosed not misleading.
It is
suggested that the condensed consolidated interim financial statements
be
read in conjunction with the consolidated financial statement and
the
notes thereto included in the Company Annual Report on Form 10-K
for the
year ended December 31, 1999.
The accompanying consolidated interim financial statements have
been
prepared, in all material respects, in conformity with the standards
of
accounting measurements set forth in Accounting Principles Board
Opinion
No. 28 and reflect, in the opinion of management, all adjustments,
which
are of a normal recurring nature, necessary to summarize fairly
the
financial position and results of operations for such periods.
The
results of operations for such interim periods are not necessarily
indicative of the results to be expected for a full year.
-4-
PHOTONICS CORPORATION
Consolidated Balance Sheet
(Amounts in thousands)
September 30, September 30,
2000
1999
(Unaudited) (Unaudited)
Assets
Current Assets:
Cash and cash equivalents
0
4
Accounts Receivable less reserves
0
333
Other Receivables
0
0
Inventories, net
0
247
Prepaid expenses and other current assets
0
11
Total current assets
0
595
Furniture and equipment, net
0
8
Other Assets
0
15
Total Assets
0
618
Liabilities and shareholders equity (deficiency)
Current Liabilities:
Accounts payable
1,780
1,457
Accrued liabilities
362
383
Note Payable - AR Credit Line
0
523
Due to Related Parties
2,071
2,093
Other
0
0
Total current liabilities
4,213
3,986
Deferred Taxes
0
0
Total Liabilities
4,213
3,986
Minority interest in subsidiaries
0
125
Shareholders' equity (deficiency):
Common stock
46,344 44,085
Treasury stock
0
0
Capital subscription
0 2,519
Accumulated deficit
(50,557) (50,251)
Cumulative translation adjustment
0
154
Total shareholders' equity (deficiency) (4,213) (3,368)
Total liabilities and shareholders' equity
$ 0
$ 618
The accompanying notes are an integral part of these consolidated
Financial statements.
-5-
PHOTONICS CORPORATION
Consolidated Statements of Operations
(Amounts in thousands, except per share data)
Three months ended September
30, Nine months ended September 30,
2000 1999
2000
1999
(Unaudited) (Unaudited) (Unaudited)
(Unaudited)
REVENUES:
Net Product Sales $ 0
$ 130 $
0 $ 821
Cost of Revenues 0
54
0
206
---------- ------- ----------
----------
Gross Profit
0 76
0
615
OPERATING EXPENSES:
Research and
development
0
2
0
118
Selling, general and
administration
0 24
59
448
------ ------- ----------
----------
Total operating
expense
0 26
59
566
Income (loss) from
operations
0 (50)
(59)
49
OTHER INCOME (EXPENSE):
Interest income
0
0
0
0
Interest expense 0
(102) (53)
(232)
Other Income
0 10
0
58
Other expense
0 ( 55)
(110) (258)
----- ---------- ----------
----------
Total other
income (expense) 0
(147) (222)
(432)
Provision for taxes 0
0
0
0
Net income (loss)$ 0
$ ( 97) $ (222)
$ (382)
Net income (loss) per
share
(.00) (.02)
(.03) (.09)
===== ========= ==========
==========
Shares used in
per share calculation 6,765,496 4,336,186
6,765,496 4,336,186
======= ========== ==========
==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL
-6-
PHOTONICS CORPORATION
FORM 10-QSB
PHOTONICS CORPORATION
Consolidated Statement of Cash Flows
(Amounts in thousands)
(Unaudited)
Three months ended September 30,
2000
1999
(Unaudited) (Unaudited)
----------- -----------
Cash flows from operating activities:
Net income (loss)
$ 0
$ (382)
Adjustments to reconcile net cash
used in operating activities:
Depreciation
0
13
Changes in operating assets and liabilities:
Accounts Receivable
0
(20)
Inventories
0
103
Deposits and prepaid expenses
0
48
Accounts payable
38
7
Due to Related Parties
0
96
Accrued Liabilities
0
(11)
Other
0
0
Net Cash Provided by (used for) Operations $ 38
$ (123)
=======
=========
Cash flows from Investing Activities:
Sale (Purchase) of Property
and Equipment
( 0)
(0)
Net Cash used in Investing Activities
$ ( 0)
$ (0)
=======
=========
Cash Flows from Financing Activities:
Proceeds from Capital Stock Subscription
0
180
Net Borrowings (Repayments) under Bank Lines 0
95
Borrowing (repayments of other debt ), net
0
0
Other Equity Transactions, net
0
0
Net Cash provided by (used for) Financing
0 $
86
===== =========
Net increase (decr.) in Cash and Cash
Equivalents
0
(38)
Cash and Cash Equivalents Beginning of
Period
16
42
Cash and Cash Equivalents at end of
Period
$ 0
$ 4
======
=========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.
-7-
PHOTONICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(Unaudited)
1. Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the
accounts
of the Company and its majority-owned subsidiaries after elimination
of
intercompany accounts and transactions. The minority interest
represents
the minority stockholders' proportionate share of Sunnyvale Technology
Corporation, Qume Taiwan and Data Technology Hong Kong Ltd., which
is
0.6% and 1%, respectively.
Foreign Currency Translation
Certain entities located outside the United States use the local
currency
as their functional currency. Assets and liabilities are
translated at
exchange rates in effect at the balance sheet date, while revenues
and
costs are translated at monthly average exchange rates. Translation
gains
and losses are accumulated as a separate component of stockholder
equity.
Cash Equivalents
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents.
2. Earnings (loss) per share
Conforming to SFAS No. 128, the Company has changed its method
of
computing earnings per share and restated all prior periods.
Under the
new requirements for calculating earnings per share, the dilutive
effect
of stock options has been excluded.
3. Inventories
Inventories are stated at the lower of cost (on a first-in, first-out
basis) or market value (net realizable value), and include material,
labor and attributable overhead.
5. Due to Related Parties
All of the directors and officers of the Company have resigned
as of June
29, 1999. For comparison purpose, the amount owed to the
past directors
and officers or surviving parties are shown here.
-8-
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
The statements made concerning expected company performance and
product
commercialization are forward-looking statements and as such are
made
pursuant to the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995. The Company's 1999 10-K and
10-KA
contain detailed risk factors that may contribute to the actual
results
in future periods which could materially differ from forward-looking
statements made by the Company.
The following Management's Discussion and Analysis of Financial
Condition
and Results of Operations should be read in conjunction with the
Financial Statements and the related notes thereto included in
this
report. The following discussion contains forward-looking
statements and
the Company's actual results could differ materially from those
anticipated in these forward-looking statements as a result of
numerous
factors, including those set forth in the following discussion
and
elsewhere in this report.
The Company has all preferred shareholders converted their preferred
shares to common shares and obtaining the consent of 85% of the
Company's
creditors and debt holders to settlements agreements that are acceptable
to REP-T. Therefore the Company has met the financial terms
set by REP-T
for the pending merger/acquisition, and will seek shareholders
approval
in the coming shareholders meeting planned for November 28, 2000.
However,
government agencies can disapprove this merger/acquisition, and
they
often do, either party of a merger/acquisition can withdraw and
they
often do, shareholders or board of directors of either of the companies
can disapprove the pending merger/ acquisition, and they often
do, there
are no assurance the pending merger acquisition will consummate.
-9-
Liquidity and Capital Resources
Liquidity and capital resources of the Company continue to decrease
during the quarter mainly due to legal and auditing expenses associated
with the pending merger/acquisition. The Company negotiated
such that
REP-T will pay the legal expenses associated with the merger/acquisition.
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
No new legal claims were filed against the Company during this quarter.
ITEM 2 Changes in Securities
None.
ITEM 3 Defaults Upon Senior Securities
None
ITEM 4 Submission of Matters to a Vote of Security Holders
The Company has filed the Definitive Proxy Statement with SEC on October 31, 2000 for the coming shareholders' meeting planned for November 28, 2000 for approving the pending merger/acquisition, issuance of additional stocks for acquiring REP-T, conversion of approximately $3.5MM debt to equity, sale of Sunnyvale Technology, election of the new board of directors, approval of stock options, approval of new auditors, and other issues may come to the attention of the Company.
ITEM 5 Other Information
Not applicable
-10-
ITEM 6 Exhibits and Reports on Form 8k
Exhibit 27.1 Financial Data Schedule
On October 31, 2000, the Company filed a Form DEF 14A, a Definitive Proxy Statement for the annual shareholders meeting.
SIGNATURE
Pursuant to the requirements of Section 3 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to
be
signed on its behalf by the undersigned, thereunto duly authorized.
PHOTONICS CORPORATION
DATE: November 8, 2000
BY: /s/ James T. Koo
Acting Chief Financial Officer
-11-
EX-27.1
FINANCIAL DATA SCHEDULE
ARTICLE 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE
CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2000 AND THE CONSOLIDATED
STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2000 OF
PHOTONICS CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO
SUCH FINANCIAL STATEMENTS.
MULTIPLIER 1,000
<PERIOD-TYPE>
3-MOS
<FISCAL-YEAR-END>
DEC-31-1999
<PERIOD-START>
JUL-01-2000
<PERIOD-END>
SEP-30-2000
<CASH>
0
<SECURITIES>
0
<RECEIVABLES>
0
<ALLOWANCES>
0
<INVENTORY>
0
<CURRENT-ASSETS>
0
<PP&E>
0
<DEPRECIATION>
0
<TOTAL-ASSETS>
0
<CURRENT-LIABILITIES>
4,213
<BONDS>
0
<PREFERRED-MANDATORY>
0
<PREFERRED>
0
<COMMON>
46,344
<OTHER-SE>
(50,557)
<TOTAL-LIABILITY-AND-EQUITY>
0
<SALES>
0
<TOTAL-REVENUES>
0
<CGS>
0
<TOTAL-COSTS>
0
<OTHER-EXPENSES>
16
<LOSS-PROVISION>
0
<INTEREST-EXPENSE>
0
<INCOME-PRETAX>
0
<INCOME-TAX>
0
<INCOME-CONTINUING>
0
<DISCONTINUED>
0
<EXTRAORDINARY>
0
<CHANGES>
0
<NET-INCOME>
0
<EPS-PRIMARY>
(.00)
<EPS-DILUTED>
(.00)
|
|