UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) |
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For the quarterly period ended March 31, 2005 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) |
For the transition period from to
Commission file number 0-11668
PHOTONIC PRODUCTS GROUP, INC.
(Exact name of registrant as specified in its charter)
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New Jersey |
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22-2003247 |
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(State or other
jurisdiction of incorporation |
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(I.R.S. Employer |
181 Legrand Avenue, Northvale, NJ 07647
(Address of principal executive offices)
(Zip Code)
(201) 767-1910
(Registrant’s telephone number, including area code)
(Former name, former address and formal fiscal year, if changed since last report)
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
Common shares of stock outstanding as of May 1, 2005:
7,182,194 shares
Photonic Products Group, Inc. and Subsidiaries
INDEX
2
PHOTONIC PRODUCTS GROUP, INC AND SUBSIDIARIES
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March 31, |
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December 31, |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
239,603 |
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$ |
1,393,507 |
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Accounts receivable (after allowance for doubtful accounts of $83,000 in 2005 and 2004) |
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2,016,019 |
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1,447,994 |
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Inventories |
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2,254,190 |
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2,479,073 |
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Unbilled contract costs |
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— |
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— |
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Other current assets |
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180,194 |
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87,540 |
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Total Current Assets |
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4,690,006 |
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5,408,114 |
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Plant and equipment, |
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Plant and equipment at cost |
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12,078,347 |
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12,018,865 |
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Less: Accumulated depreciation and amortization |
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(7,495,834 |
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(7,287,852 |
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Total plant and equipment |
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4,582,513 |
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4,731,013 |
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Precious Metals |
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309,565 |
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309,565 |
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Intangible Assets |
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2,794,554 |
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2,827,845 |
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Other Assets |
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243,688 |
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250,097 |
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Total Assets |
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$ |
12,620,326 |
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$ |
13,526,634 |
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Liabilities and Shareholders’ Equity |
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Current Liabilities: |
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Note payable -Other |
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$ |
226,146 |
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$ |
226,146 |
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Accounts payable and accrued liabilities |
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1,953,409 |
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2,189,744 |
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Customer advances |
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200,149 |
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385,714 |
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Current obligations under capital leases |
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273,110 |
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300,813 |
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Total current liabilities |
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2,652,814 |
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3,102,417 |
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Secured and Convertible Notes Payable |
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5,200,000 |
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5,200,000 |
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Other Long Term Notes |
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763,255 |
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794,379 |
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Capital Lease Obligations |
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413,976 |
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464,709 |
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Total liabilities |
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9,030,045 |
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9,561,505 |
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Shareholders’ equity: |
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10% convertible preferred stock, Series A no par value; 500 shares issued and outstanding respectively |
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500,000 |
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500,000 |
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10% convertible preferred stock, Series B no par value; 2,100 shares issued and outstanding respectively |
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2,100,000 |
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2,100,000 |
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Common stock: $.01 par value; 60,000,000 authorized 7,186,794 shares issued at September 30, 2004 and 5,445,953 issued December 31, 2003 |
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71,878 |
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71,868 |
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Capital in excess of par value |
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11,034,266 |
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11,035,561 |
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Accumulated deficit |
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(10,100,913 |
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(9,727,350 |
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3,605,231 |
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3,980,079 |
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Less - Common stock in treasury, at cost (4,600 shares respectively) |
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(14,950 |
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(14,950 |
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Total Shareholders’ Equity |
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3,590,281 |
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3,965,129 |
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Total Liabilities & Shareholders’ Equity |
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$ |
12,620,326 |
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$ |
13,526,634 |
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See Notes to Consolidated Financial Statements
3
Photonic Products Group, Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
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Three Months Ended March 31, |
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2005 |
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2004 |
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Revenue |
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$ |
3,233,846 |
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$ |
1,805,902 |
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Cost and Expenses: |
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Cost of goods sold |
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2,636,248 |
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1,563,917 |
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Selling, general & administrative expenses |
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852,581 |
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655,838 |
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Total Cost and Expenses |
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3,488,829 |
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2,219,755 |
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Operating loss |
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(254,984 |
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(413,853 |
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Other income (expense): |
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Interest expense |
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(119,877 |
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(77,067 |
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Other |
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12 |
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972 |
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Net loss applicable to common shareholders |
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$ |
(374,848 |
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$ |
(489,948 |
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Net loss per common share - basic and diluted |
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$ |
(0.05 |
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$ |
(0.09 |
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Weighted average shares outstanding-basic and diluted |
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7,182,194 |
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5,445,903 |
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See Notes to Consolidated Financial Statements
4
PHOTONIC PRODUCTS GROUP, INC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
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Three Months Ended March 31, |
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2005 |
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2004 |
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Cash flows from operating activities: |
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Net loss |
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$ |
(374,848 |
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$ |
(489,948 |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Depreciation and amortization |
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241,271 |
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158,684 |
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Changes in assets and liabilities: |
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Accounts receivable |
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(568,025 |
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(23,821 |
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Inventories |
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224,883 |
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72,027 |
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Unbilled contract costs |
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— |
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51,839 |
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Other current assets |
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(48,563 |
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(25,878 |
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Other assets |
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(37,681 |
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(25,680 |
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Accounts payable and accrued liabilities |
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(236,336 |
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33,002 |
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Customer advances |
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(185,565 |
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Total adjustments |
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(610,016 |
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240,173 |
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Net cash used in operating activities |
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(984,864 |
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(249,775 |
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Cash flows from investing activities: |
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Capital expenditures |
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(59,480 |
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(155,224 |
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Net cash used in investing activities |
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(59,480 |
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(155,224 |
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Cash flows from financing activities: |
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Principal payments of acqusition debts |
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(31,124 |
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(31,123 |
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Principal payments of capital lease obligations |
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(78,436 |
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(23,338 |
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Net cash used in financing activities |
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(109,560 |
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(54,461 |
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Net decrease in cash |
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(1,153,904 |
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(459,460 |
) |
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Cash and cash equivalents at beginning of period |
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1,393,507 |
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1,282,160 |
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Cash and cash equivalents at end of period |
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$ |
239,603 |
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$ |
822,700 |
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See Notes to Consolidated Financial Statements
5
Photonic Products Group, , Inc.
Notes to Consolidated Financial Statements
(Unaudited)
The accompanying unaudited interim consolidated financial statements of Photonic Products Group, Inc. (the “Company”) reflect all adjustments, which are of a normal recurring nature, and disclosures which, in the opinion of management, are necessary for a fair statement of results for the interim periods. It is suggested that these consolidated financial statements be read in conjunction with the audited consolidated financial statements as of December 31, 2004 and 2003 and for the years then ended and notes thereto included in the Company’s report on Form 10-K, filed with the Securities and Exchange Commission.
Inventories are valued on a lower of cost (first-in-first-out basis) or market basis (net realizable value). Work In Process inventory for the period is stated at actual cost, not in excess of estimated realizable value.
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Basic and diluted net income (loss) per share is computed using the weighted average number of common shares outstanding. Diluted net income per share also includes the weighted average of common share equivalents including options and convertible preferred stock. For the three month periods ended March 31, 2005 and 2004, the potential dilutive effect of securities, which are common share equivalents, options, warrants, convertible notes and convertible preferred stock and their associated dividends have been excluded from the diluted computation because their effect is antidilutive.
STOCK BASED COMPENSATION
The Company accounts for stock-based compensation arrangements in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees. Accordingly, no compensation costs for options has been recognized in the financial statements. The chart below sets forth the Company’s net loss per share for the three months ended March 31, 2005 and 2004, as reported on a pro forma basis as if the compensation cost of stock options had been determined in accordance with SFAS 123.
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March 31, 2005 |
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March 31, 2004 |
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Net Loss, as reported |
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$ |
(374,848 |
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$ |
(489,948 |
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Deduct: Total stock-based employee Compensation expense determined Under fair value based method for all awards, net of related tax effects |
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(95,535 |
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(61,452 |
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Pro forma net loss |
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$ |
(470,383 |
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$ |
(551,400 |
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Basic and diluted income per share: |
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As Reported |
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(.05 |
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(.09 |
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Pro forma |
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(.07 |
) |
(.10 |
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6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
This Quarterly Report contains forward-looking statements as that term is defined in the federal securities laws. The Company wishes to insure that any forward-looking statements are accompanied by meaningful cautionary statements in order to comply with the terms of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. The events described in the forward-looking statements contained in this Quarterly Report may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits of acquisitions to be made by us, projections involving anticipated revenues, earnings, or other aspects of our operating results. The words “may”, “will”, “expect”, “believe”, “anticipate”, “project”, “plan”, “intend”, “estimate”, and “continue”, and their opposites and similar expressions are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks, and other influences, many of which are beyond our control, that may influence the accuracy of the statements and the projections upon which the statements are based. Actual results may vary from these forward-looking statements for many reasons, including the following factors: adverse changes in economic or industry conditions in general or in the markets served by the Company and its customers, actions by competitors, and inability to add new customers and/or maintain customer relationships. The foregoing is not intended to be an exhaustive list of all factors that could cause actual results to differ materially from those expressed in forward-looking statements made by the Company. Investors are encouraged to review the risk factors set forth in the Company’s most recent Form 10-K as filed with the Securities and Exchange Commission in April 2005. Any one or more of these uncertainties, risks, and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward looking statements, whether from new information, future events, or otherwise.
Readers are further cautioned that the Company’s financial results can vary from quarter to quarter, and the financial results for any period may not necessarily be indicative of future results.
The following discussion and analysis should be read in conjunction with the Company’s consolidated financial statements and the notes thereto presented elsewhere herein. The discussion of results should not be construed to imply any conclusion that such results will necessarily continue in the future.
Our significant accounting polices are described in Note 1 of the consolidated financial statements, that were prepared in accordance with accounting principles generally accepted in the United States of America. In preparing our financial statements we made estimates and judgments that affect the results of our operations and the value of assets and liabilities we report. Our actual results may differ from these estimates under different assumptions or conditions.
For additional information regarding our critical accounting policies and estimates, see the section entitled “Managements Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on form 10-K for the year ended December 31, 2004.
PPGI’s business units’ products continue, at present, to fall into two product categories: optical components (including standard and custom optical components and assemblies, crystals, and crystal components), and laser accessories (including wavelength conversion and waveform metrology products that employ nonlinear crystals to perform the function of wavelength conversion or pulse-width measurement). Currently, its optical components product lines and
7
services are brought to market via three PPGI business units: INRAD, Laser Optics, and MRC Optics. Laser accessories are brought to market by INRAD.
Product sales for the first quarter were $3,234,000 as compared with $1,806,000 for the same period last year, up 79%. These results include optical component sales from our MRC Optics subsidiary, acquired in October of 2004. Without including MRC Optics sales for the quarter, sales from legacy operations were up 47% from the same period a year ago.
Sales of custom optical components from INRAD and Laser Optics branded product lines were up 79% from the prior year. Sales of these products were especially strong to customers within the aerospace, defense, and process control and metrology industry sectors. Sales to one aerospace customer represented 11% of total revenues in this quarter. Sales of custom optical components from newly acquired MRC Optics contributed for the first full fiscal quarter since its acquisition.
Sales of INRAD laser accessories remained strong during the quarter, up 12% from the same period a year ago.
Product bookings for the quarter were $3,117,000 as compared with $3,029,000 for the same period last year. This quater’s results include new orders from our MRC Optics subsidiary, indicating that order intake from legacy lines of business slowed from the records set in the first quarter of last year. The product book-to-bill ratio for the first quarter of 2005 was 0.95 vs. 1.66 for the first quarter of 2004 and 1.02 for the first quarter of 2003. Nevertheless, order intake was sufficient to maintain backlogs at record levels despite record sales in the period. Releases of major new orders from our OEM customers do not in general follow a predictable year to year seasonal pattern.
In this year’s first quarter, OEM order intake was especially strong for optical components from INRAD but not as strong for Laser Optics, with one INRAD OEM order accounting for 26% of total bookings. Orders from four INRAD, Laser Optics, and MRC Optics OEM customers accounted in the aggregate for 51% of total new orders. One order was from a major defense industry OEM, who placed a follow-on production order for INRAD proprietary filter crystal components used in their anti-aircraft missile warning systems. Another order was from a second defense electro-optical systems OEM for custom optical components from our INRAD business unit. The third and fourth were aggregated orders for INRAD laser accessories from a major Laser systems manufacturer and from an MRC industrial factory automation sector customer.
The product book-to-bill ratio for the first quarter of 2005 was 0.95 vs. 1.66 for the first quarter of 2004 and 1.02 for the first quarter of 2003. Customer and competitive pressures have, as anticipated, continued to cause us to hold our prices firm in most instances.
Product backlog on March 31, 2005 was $6,454,000 which compares with a backlog of $3,407,000 at the same point in 2004 and a backlog of $6,433,000 on December 31, 2004.
The backlog on March 31, 2005 and high first quarter order intake indicate we expect continued strong sales performance in the 2nd quarter.
For the three-month period ended March 31, 2005, the cost of goods sold as a percentage of product revenues was 80.9% as compared with 84.6% for the same period last year. For the full year 2004, the actual cost of goods sold percentage was 71.9%.
Gross margin was 19.1% in the first quarter, compared with 15.4% in the first quarter of last year and 28.1% for all of 2004. In dollar terms, first quarter cost of goods sold was $2,617,000 compared with $1,529,000 in the same period in 2004, up 76% on revenue increase of 79%.
Gross profit margin from legacy lines of business were 25.7% in the first quarter. The net decrease in total corporate gross margin percentage in the first quarter was the result of a negative gross profit margin at the Company’s new MRC Optics subsidiary during the period. Process re-engineering activities, product rework due to problems that included supplier failures on certain custom products, and write-downs to net realizable value of MRC Optics work-in-process inventories on certain unprofitable custom optical component products impacted cost of sales, and caused certain scheduled shipments to slip into the second quarter. These matters combined to cause the negative gross profit margin at that subsidiary and to reduce the Company’s net gross profit margin during the period. Management believes these issues have been largely resolved within the first quarter and at the subsidiary.
Selling, general and administrative expenses were $853,000, or 26% of sales, in the first quarter of 2005 compared to $655,800, or 36.3% in the same period in the prior year. The net increase in
8
dollar expenses was entirely attributable to the consolidation of selling and general management costs at our MRC Optics subsidiary, acquired in October 2004. SG&A costs net of the MRC portions were approximately 9% lower than in the first quarter of 2004.
The company incurred an operating loss for the period ending March 31, 2005 of $(255,000) or 7.7% of sales, as compared with an operating loss of $(414,000) or 22.9% of sales for the same period last year. The operating loss for the quarter was negatively affected by the extra-ordinary cost of goods sold issues and related shipment slippage experienced at our new subsidiary, MRC Optics, during that quarter, as explained above.
Management’s efforts to restore profitability to the Company are focused on building the top line through the further addition of profitable operations with growth potential, and through the spreading of its relatively fixed public company and corporate costs across a larger revenue base. Management of existing operations are focused on top line growth, improvement of operating margins, and business development activities, and top line growth. In endeavoring to maximize margins, wherever possible discretionary expenses are being minimized and cost increases avoided, consistent with maintaining an acceptable level of customer performance.
Interest expense in the first quarter was $120,000, as compared with $77,000 in the first quarter of last year.
Interest expense increased over prior periods due to the assumption of additional debt related the acquisition of MRC Optics in October 2004.
The company incurred a net loss for the period ending March 31, 2005 of ($375,000), or ($0.05) per share, as compared with a net loss of ($490,000), or ($0.09) per share for the same period last year.
During the current quarter the maturity dates of two notes, totaling $3,200,000, and due to mature, $1,500,000 on January 31, 2006, and, $1,700,000 on July 1, 2006, were extended to December 31, 2008. There was no compensation paid to the Note Holder for this transaction. The Note Holder is a major shareholder of the Company.
The current quarter yielded negative cash flow from operations in the amount of $(984,000), compared with negative cash flow from operations of ($250,000) in the first quarter of 2004. This resulted in large measure from working capital requirements, that included increases in Accounts Receivable and decreases in Accounts Payable and Customer Advances, and process re-engineering activities, especially at the Company’s new MRC Optics subsidiary. Changes in payables and receivables during the period combined to result in an unusually large net cash outflow in the period, while receivables actually closed at historically high levels.
During the three month period ended March 31, 2005, cash outflows were funded from cash reserves resulting from positive cash flow in 2004 and from capital raised from equity and debt placement during the prior fiscal year. During the three month period ended March 31, 2004, cash outflows were funded from cash proceeds from a subordinated convertible promissory note received in 2002.
Management expects that cash flow from operations and use of its existing cash reserves will provide adequate liquidity for the Company’s operations in 2005.
Capital expenditures, including purchases and a portion of applicable internal labor and overhead charges, for the three months ended March 31, 2005 and 2004 were $59,000 and $155,000, respectively. Capital expenditures for all of 2004 were $1,014,000. The FY 2005 quarterly amount represents expenditures for replacement of capital equipment at the end of its useful life and the FY 2004 amount included costs for the restructuring of the Northvale, NJ
9
operations to accommodate the merge into Northvale of operations from the former Connecticut-based Laser Optics, Inc.
Management will continue to raise investment capital and to make investments in capital acquisitions from time to time, both in equipment and acquisition of complementary businesses, to pursue its objective of growth in shareholder value and to maintain a competitive edge in the markets that it serves.
10
The Company believes that it has limited exposure to changes in interest rates from investments in certain money market accounts. The Company does not utilize derivative instruments or other market risk sensitive instruments to manage exposure to interest rate changes. The Company believes that a hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of the Company’s interest sensitive money market accounts at March 31, 2005.
a. Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly report on Form 10-Q, we carried out an evaluation, with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Securities and Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
b. Changes in Internal Controls Over Financial reporting.
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
(A) Exhibits:
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11. |
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An exhibit showing the computation of per-share earnings is omitted because the computation can be clearly determined from the material contained in this Quarterly Report on Form 10-Q. |
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31.1 |
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Certificate of the Registrants Chief Executive Officer, Daniel Lehrfeld, pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
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31.2 |
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Certificate of the Registrants Chief Financial Officer, William s. Miraglia, pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
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32.1 |
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Certificate of the Registrants Chief Executive Officer, Daniel Lehrfeld, pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
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32.2 |
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Certificate of the Registrants Chief Financial Officer, William s. Miraglia, pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
(B) Reports on Form 8-K:
None.
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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.
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Photonic Products Group, Inc. |
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By: |
/s/ Daniel Lehrfeld |
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Daniel Lehrfeld |
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President and Chief Executive Officer |
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By: |
/s/ William S. Miraglia |
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William S. Miraglia |
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Chief Financial Officer |
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Date: |
May 12, 2005 |
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