UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2004
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 November 5, 2004, 13,399,059 shares of Class A Common Stock, $.001 par value,
and 31,691 shares of Class B Common Stock, $.001 par value, were outstanding.
ADVANCED PHOTONIX, INC.
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet at September 26, 2004 3 - 4
Consolidated Statements of Operations for the three
and six month periods ended September 26, 2004 5
and September 28, 2003
Consolidated Statements of Cash Flows for the six
month periods ended September 26, 2004 6
and September 28, 2003
Notes to Consolidated Financial Statements 7 - 9
Item 2. Management's Discussion and Analysis 10 - 13
Item 3. Controls and Procedures 13
PART II OTHER INFORMATION 14 - 15
SIGNATURES 16
2
ADVANCED PHOTONIX, INC.
CONSOLIDATED BALANCE SHEET
AT SEPTEMBER 26, 2004
(UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 610,000
Short-term investments 1,700,000
Accounts receivable, less allowance of $39,000 2,608,000
Inventories 2,726,000
Prepaid expenses and other current assets 385,000
-----------------------------
Total Current Assets 8,029,000
-----------------------------
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, at cost 4,808,000
Less accumulated depreciation and amortization (3,533,000)
-----------------------------
Total Equipment and Leasehold Improvements 1,275,000
-----------------------------
OTHER ASSETS
Goodwill, net of accumulated amortization of $353,000 2,421,000
Patents, net of accumulated amortization of $49,000 15,000
Other 25,000
-----------------------------
Total Other Assets 2,461,000
-----------------------------
TOTAL ASSETS $ 11,765,000
=============================
See notes to consolidated financial statements.
3
ADVANCED PHOTONIX, INC.
CONSOLIDATED BALANCE SHEET - Continued
AT SEPTEMBER 26, 2004
(UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 797,000
Accrued salaries, wages and benefits 422,000
Current portion of capital lease payable 12,000
Other accrued expenses 214,000
----------------------------
Total Current Liabilities 1,445,000
----------------------------
Capital lease payable, net of current portion 6,000
----------------------------
COMMITMENTS AND CONTINGENCIES
Class A redeemable convertible preferred stock, $.001 par value; 32,000
780,000 shares authorized; 40,000 shares issued and outstanding ----------------------------
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value; 10,000,000 shares authorized; 780,000
shares designated Class A redeemable convertible;
no shares issued and outstanding, other than Class A redeemable
convertible --
Class A common stock, $.001 par value; 50,000,000 shares authorized;
13,399,059 shares issued and outstanding 13,000
Class B common stock, $.001 par value; 4,420,113 shares authorized;
31,691 shares issued and outstanding --
Additional paid-in capital 27,647,000
Accumulated Deficit (17,378,000)
----------------------------
Total Shareholders' Equity 10,282,000
----------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 11,765,000
============================
See notes to consolidated financial statements.
4
ADVANCED PHOTONIX, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Six Months Ended
September 26, 2004 September 28, 2003 September 26, 2004 September 28, 2003
---------------------------------------------- --------------------------------------------
SALES $3,709,000 $3,256,000 $6,962,000 $5,903,000
Cost of goods sold 2,451,000 2,131,000 4,407,000 3,906,000
---------------------------------------------- --------------------------------------------
GROSS PROFIT 1,258,000 1,125,000 2,555,000 1,997,000
Research and development expenses 37,000 80,000 79,000 157,000
Sales and marketing expenses 328,000 285,000 611,000 527,000
General and administrative expenses 654,000 534,000 1,272,000 977,000
---------------------------------------------- --------------------------------------------
INCOME (LOSS) FROM OPERATIONS 239,000 226,000 593,000 336,000
---------------------------------------------- --------------------------------------------
OTHER INCOME (EXPENSE)
Interest income 7,000 5,000 12,000 10,000
Interest expense (1,000) (8,000) (6,000) (17,000)
Other, net 15,000 3,000 9,000 9,000
---------------------------------------------- --------------------------------------------
TOTAL OTHER INCOME 21,000 -- 15,000 2,000
---------------------------------------------- --------------------------------------------
NET INCOME (LOSS) $ 260,000 $ 226,000 $ 608,000 $ 338,000
============================================== ============================================
Basic Income (Loss) Per Share $ .02 $ .02 $ .05 $ .03
Diluted Income (Loss) Per Share $ .02 $ .02 $ .04 $ .02
Weighted Average Shares Outstanding 13,431,000 13,449,000 13,431,000 13,428,000
See notes to consolidated financial statements.
5
ADVANCED PHOTONIX, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six month periods ended September 26, 2004 September 28, 2003
-----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 608,000 $ 338,000
Adjustments to reconcile net income to net cash provided by
(used by) operating activities:
Depreciation 181,000 156,000
Amortization 39,000 38,000
Disposal of fixed assets 20,000 --
Changes in operating assets and liabilities:
Short-term investments -- (300,000)
Accounts receivable (166,000) (255,000)
Inventories (503,000) 225,000
Prepaid expenses and other current assets (102,000) 44,000
Other assets 16,000 (29,000)
Accounts payable and accrued expenses 188,000 (277,000)
------------------------ ------------------------
Net cash provided by (used by) operating activities 281,000 (60,000)
------------------------ ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (71,000) (131,000)
------------------------ ------------------------
Net cash used by investing activities (71,000) (131,000)
------------------------ ------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of line of credit (900,000) --
Proceeds from exercise of stock options 1,000 46,000
------------------------ ------------------------
Net cash provided by (used by) financing activities (899,000) 46,000
------------------------ ------------------------
NET DECREASE IN CASH & CASH EQUIVALENTS (689,000) (145,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,299,000 902,000
------------------------ ------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 610,000 $ 757,000
======================== ========================
See notes to consolidated financial statements.
6
ADVANCED PHOTONIX, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 28, 2003
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of Advanced Photonix, Inc. ("the Company") and the Company's wholly
owned subsidiaries, Silicon Sensors Inc. ("SSI") and Texas Optoelectronics, Inc.
("TOI"). These consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X and Regulation S-B. All significant intercompany
accounts and transactions have been eliminated in consolidation. Accordingly,
they do not include all of the information and notes required by accounting
principles generally accepted in the United States 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 six month period ended September 26, 2004 are not
necessarily indicative of the results that may be expected for the fiscal year
ending March 27, 2005. For further information, refer to the financial
statements and notes thereto included in the Advanced Photonix, Inc. Annual
Report on Form 10-KSB for the fiscal year ended March 28, 2004.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Income (Loss) Per Share: Net income (loss) per share is based on the
weighted average number of common shares outstanding. Such weighted average
shares were approximately 13,431,000 at September 26, 2004 and 13,428,000 at
September 28, 2003. Net income (loss) per share calculations are in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" (SFAS 128). Accordingly, "basic" net income (loss) per share is computed
by dividing net income (loss) by the weighted average number of shares
outstanding for the year. The impact of Statement 128 on the calculation of
earnings per share is as follows:
Six Months Ended Six Months Ended
BASIC September 26, 2004 September 28, 2003
----- ------------------ ------------------
Average Shares Outstanding 13,431,000 13,428,000
Net Income 608,000 338,000
Basic Income Per Share $ 0.05 $ 0.03
7
NOTE 2 - Continued
Six Months Ended Six Months Ended
DILUTED September 26, 2004 September 28, 2003
------- ------------------ ------------------
Average Shares Outstanding 13,431,000 13,428,000
Net Effect of Dilutive Stock Options
based on the treasury stock method
using average market price 796,000 286,000
Total Shares 14,227,000 13,714,000
Net Income 608,000 338,000
Diluted Earnings Per Share $ 0.04 $ 0.02
Average Market Price of Common Stock $ 2.17 $ 1.14
Ending Market Price of Common Stock $ 1.80 $ 1.41
The following stock options granted to Company employees, directors, and former
owners were excluded from the calculation of earnings per share in the financial
statements because they were anti-dilutive for the periods reported:
Six Months Ended September 26, 2004 Six Months Ended September 28, 2003
----------------------------------- -----------------------------------
No. of Shares Exercise Price No. of Shares Exercise Price
Underlying Options Per Share Underlying Options Per Share
----------------------------------- -----------------------------------
27,700 2.5000 14,900 1.1875
1,000 3.0940 58,300 1.2500
350,000 3.1875 4,000 1.6250
50,000 5.3440 88,000 1.8750
----------------------------------- 30,500 2.5000
428,700 1,000 3.0940
=================================== 350,000 3.1875
50,000 5.3440
-----------------------------------
596,700
===================================
Inventories: Inventories consist of the following:
September 26, 2004
---------------------
Raw materials $ 2,582,000
Work in progress 1,382,000
Finished products 188,000
---------------------
Total inventories $ 4,152,000
=====================
Less reserve (942,000)
Progress bill and customer prepaid inventory (484,000)
---------------------
Inventories, net $ 2,726,000
=====================
8
NOTE 3 - NEW ACCOUNTING PRONOUNCEMENTS
In December 2003, the FASB issued Interpretation 46(r), ("FIN 46(r)")
"Consolidation of Variable Interest Entities". The pronouncement amends
Accounting Research Bulletin 51 to set standards to require financial statement
consolidation of certain variable interest entities that meet specific
characteristics if the company has a controlling financial interest. This
interpretation shall be applied to all variable interest entities by the end of
the first reporting period ending after December 15, 2004, for enterprises that
are small business issuers. The Company adopted this Interpretation on October
1, 2004.
The Company does not believe that this accounting pronouncement will have a
material impact on its financial position or results of operations.
NOTE 4 - SUBSEQUENT EVENT
On October 12, 2004, the Company announced that it had entered into a definitive
agreement for the private placement to three institutional investors of $5
million aggregate principal amount of its senior convertible notes. The notes
are convertible at the option of the holder under certain circumstances into
shares of the Company's Class A Common Stock at an initial conversion price of
$1.9393 per share, subject to adjustment. The notes will pay interest at an
annual rate of prime plus 1% and will mature on September 30, 2007. In
connection with the transaction, the Company has issued to the investors
five-year warrants to purchase 850,822 shares of the Company's Class A Common
Stock at an exercise price of $2.1156 per share, subject to adjustment. The
Company has agreed to register the shares of common stock issuable upon
conversion of the notes and upon exercise of the warrants for resale under the
Securities Act of 1933. The investors will have the option for a period of one
year following effectiveness of the registration statement to acquire an
additional $5 million aggregate principal amount of the notes with an initial
conversion price of $2.1156 per share and five-year warrants to purchase an
additional 850,822 shares of common stock. A copy of the agreement and all
related documents were filed with the Securities and Exchange Commission on
October 12, 2004 on Form 8-K.
9
Item 2. Management's Discussion and Analysis
Application of Critical Accounting Policies
-------------------------------------------
Application of our accounting policies requires management to make judgments and
estimates about the amounts reflected in the financial statements. Management
uses historical experience and all available information to make these estimates
and judgments, although differing amounts could be reported if there are changes
in the assumptions and estimates. Estimates are used for, but not limited to,
the accounting for the allowance for doubtful accounts, inventory allowances,
restructuring costs, impairment costs, depreciation and amortization, sales
discounts and returns, warranty costs, taxes and contingencies. Management has
identified the following accounting policies as critical to an understanding of
our financial statements and/or as areas most dependent on management's judgment
and estimates.
Revenue Recognition
-------------------
We generally recognize revenue when persuasive evidence of an arrangement
exists, delivery has occurred, the price is fixed or readily determinable, and
collectibility is probable; which is generally the date of shipment. Sales are
recorded net of sales returns and discounts. We recognize revenue in accordance
with Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements."
Impairment of Long-Lived Assets
-------------------------------
We continually review the recoverability of the carrying value of long-lived
assets using the methodology prescribed in Statement of Financial Accounting
Standards (SFAS) 144, "Accounting for the Impairment and Disposal of Long-Lived
Assets." We also review long-lived assets and the related intangible assets for
impairment whenever events or changes in circumstances indicate that the
carrying value of such assets may not be recoverable. Upon such an occurrence,
recoverability of these assets is determined by comparing the forecasted
undiscounted net cash flows to which the assets relate, to the carrying amount.
If the asset is determined to be unable to recover its carrying value, then
intangible assets, if any, are written down first, followed by the other
long-lived assets to fair value. Fair value is determined based on discounted
cash flows, appraised values or management's estimates, depending on the nature
of the assets.
Deferred Tax Asset Valuation Allowance
--------------------------------------
We record a deferred tax asset in jurisdictions where we generate a loss for
income tax purposes. Due to our history of operating losses, we have recorded a
full valuation allowance against these deferred tax assets in accordance with
SFAS 109, "Accounting for Income Taxes," because, in management's judgment, the
deferred tax assets may not be realized in the foreseeable future.
Inventories
-----------
Our inventories are stated at standard cost (which approximates the first-in,
first-out method) or market. Slow moving and obsolete inventories are analyzed
quarterly. To calculate a reserve for obsolescence, we compare the current
on-hand quantities with both the projected usages for a two-year period and the
actual usage over the past 12 months. On-hand quantities greater than projected
usage are calculated at the standard unit cost. The production, engineering and
purchasing departments review the initial list of slow-moving and obsolete items
to identify items that have alternative uses in new or existing products. These
items are then excluded from the analysis. The remaining amount of slow-moving
and obsolete inventory is then reserved for. Additionally, non-cancelable open
purchase orders for parts we are obligated to purchase where demand has been
reduced may be reserved. Reserves for open purchase orders where the market
price is lower than the purchase order price are also established.
10
Accounts Receivable and Allowance for Doubtful Accounts
-------------------------------------------------------
The Allowance for Doubtful Accounts is established by analyzing each account
that has a balance over 90 days past due. Each account is individually assigned
a probability of collection. The total amount determined to be uncollectible in
the 90-days-past-due category is then reserved fully. The percentage of this
reserve to the 90-days-past-due total is then established as a guideline and
applied to the rest of the non-current accounts receivable balance where
appropriate. When other circumstances suggest that a receivable may not be
collectible, it is immediately reserved for, even if the receivable is not yet
in the 90-days-past-due category.
RESULTS OF OPERATIONS
NET PRODUCT SALES
-----------------
The Company's consolidated net product sales for the second quarter (Q2 05) and
six month period (YTD 05) ended September 26, 2004, were $3.709 million and
$6.962 million, respectively. Net sales increased by $453,000, or 14%, as
compared to the second quarter of the prior year (Q2 04) and by $1.059 million,
or 18% as compared to the same six month period of the prior year (YTD 04).
The increase in revenues for both the quarter and year to date periods is due in
large part to increases in revenues to the industrial sensing and medical
markets. Sales to customers in the industrial sensing markets increased by 36%
in Q2 05 as compared to Q2 04 and sales to customers in the medical markets
increased by 15% in the current quarter as compared to the prior year. In
addition to the two markets noted above, we have also seen significant increases
in year to date sales to customers in the military aerospace market. As compared
to YTD 04, industrial sensing revenues have increased by 20%, sales to the
medical markets have increased by 24% and sales to the military aerospace
markets have increased by 18%. Stated as a percentage of total sales, industrial
sensing makes up 40% of the Company's year to date revenues, military aerospace
is 38% and medical revenues account for 16%. We continue to expect sales to
increase in fiscal 2005 as compared to fiscal 2004; however, our shipment
schedules are largely dependent on the requested delivery schedules of our
customers. Thus the quarter to quarter comparisons often vary for both revenue
and market analyses due to fluctuations in customer schedules which are beyond
the control of the Company.
COSTS AND EXPENSES
------------------
Cost of product sales increased by $320,000 (15%) during Q2 05 and by $501,000
(13%) during YTD 05 as compared to Q2 04 and YTD 04, respectively. Stated as a
percentage of net sales, cost of goods sold represented 66% in Q2 05, as
compared to 65% in Q2 04, and 63% for YTD 05 as compared to 66% for YTD 04.
Although gross margin decreased slightly in Q2 05 as compared to Q2 04 (34% vs.
35%, respectively, of total sales) our gross margins have increased year to date
(37% in YTD 05 as compared to 34% in YTD 04). As our shipments in a given
quarter are directly related to customer delivery requests, so is the resulting
product mix for that quarter, and similar to revenues, our margins can also vary
from quarter to quarter. The slight increase in cost of sales for Q2 05 is
directly attributable to these fluctuations in product mix. The Company regards
the year to date gross margin percentage as indicative of what can be expected
for the remainder of the fiscal year and expects that year end gross margins
will approximate 36%.
11
Research and development (R & D) costs decreased by $43,000 (54%) to $37,000 in
Q2 05 as compared to Q2 04, and by $78,000 (50%) year to date. As stated in
previous quarters, management's ongoing plan is to continue to focus the R & D
department on those projects which offer higher commercial potential per dollar
spent. Thus, R&D expenses for any given quarter are directly reflective of the
specific projects currently underway and the costs incurred during that period.
During the remainder of the fiscal year, we expect that R & D expenses will
remain at or above the current level. The Company may incur increases in R & D
spending, based on current customer project forecasts. However, there is no
guarantee that certain milestones will be met within the projected timelines
and, as such, R & D costs can vary significantly from quarter to quarter,
depending on the level of activity associated with each customer's project.
Marketing and sales expenses increased by $43,000 (15%) to $328,000 in Q2 05
compared to Q2 04 and by $84,000 (16%) to $611,000 in YTD 05 compared to YTD 04.
Stated as a percentage of sales, marketing and sales expenses remained constant
at 9% of total revenue for the comparative periods of both years. The increases
realized for both the quarter and year to date periods are primarily due to
expansion of the sales department and include increased salary, commission and
travel expenses as well as increases in advertising and marketing expenses over
fiscal 2004. The Company believes that current marketing and sales expenses are
indicative of what can be expected for the remainder of the fiscal year and
anticipates they will continue to represent approximately 9% of total sales.
General and administrative (G & A) expenses increased by $120,000 (22%) to
$654,000 in Q2 05 as compared to Q2 04. Year to date, general and administrative
expenses increased by $295,000 (30%) to $1.272 million as compared to the same
six month period of fiscal 2004. Approximately 50% of the increases for both the
quarter and year to date periods are attributable to increased legal,
consultant, bank fees and other costs associated with the Company's ongoing
acquisition investigation activities. As with the sales department, the Company
has added additional G & A personnel and, as a result, the remaining increase
for both periods is due to increased salary and related expenses, including
benefits, training and the accrual of bonus expenses. Expressed as a percentage
of sales, general and administrative expenses represent 18% of total sales for
both the quarterly and YTD periods in the current fiscal year, as compared to
16% for the same periods of the prior year. The Company expects that general and
administrative expenses will continue to approximate 18% of total revenues for
the remainder of the fiscal year.
The Company reported net income of $260,000 and $608,000 for Q2 05 and YTD 05,
respectively, as compared to net income of $226,000 and $338,000 for Q2 04 and
YTD 04, respectively.
12
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At September 26, 2004, the Company had cash, cash equivalents and short term
investments of $2.3 million and working capital of $6.6 million. The Company's
cash and cash equivalents decreased by $689,000 during the six months ended
September 26, 2004. Cash generated through operating activities totaled $281,000
and was significantly impacted by increases in accounts receivable and cash
outlays for inventory and prepaid expenses. In addition, $900,000 was used to
pay off the Company's credit line balance and $71,000 was used for capital
expenditures, mainly manufacturing and computer equipment.
The Company is exposed to interest rate risk for marketable securities. Due to
continually declining interest rates available to the Company pursuant to its
investment policy, the Company was able to achieve the best yields on liquid
money market and equity fund accounts and thus has held the majority of its
available cash reserves in such accounts during the past year. At September 26,
2004, the Company held $1.7 million in a highly liquid equity fund account which
carries an average interest rate of 1.3%. During 2005, the Company will continue
to monitor available interest rates and will attempt to utilize the best
possible avenues of investment for its excess liquid assets.
Subsequent to the end of Q2 05, the Company announced on October 12, 2004 that
it had entered into a material definitive agreement for the private placement of
$5 million aggregate principal amount of its senior convertible notes. (See Note
4 to the Consolidated Financial Statements - Subsequent Events for additional
information.)
Item 3. Controls and Procedures
Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures as of the end of the period
covered by this report and believe that the Company's disclosure controls and
procedures are effective based on the required evaluation. There have been no
significant changes in internal controls or in other factors that could
significantly affect internal controls during the last fiscal quarter, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
FORWARD LOOKING STATEMENTS
--------------------------
The information contained herein includes forward looking statements that are
based on assumptions that management believes to be reasonable but are subject
to inherent uncertainties and risks including, but not limited to, risks
associated with the integration of newly acquired businesses, unforeseen
technological obstacles which may prevent or slow the development and/or
manufacture of new products, limited (or slower than anticipated) customer
acceptance of new products which have been and are being developed by the
Company, the availability of other competing technologies and a decline in the
general demand for optoelectronic products. .
13
PART II OTHER INFORMATION
Items 1 - 3
None.
Item 4 Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The Company's Annual Stockholders Meeting was held on August 27, 2004. The
following were considered and approved at the meeting by a majority of the
shareholders eligible to vote in person or by proxy. The voting results for
each proposal are listed below.
1. Election of Directors. The following persons were elected or re-elected
to the Company's Board of Directors to serve until the next Annual Meeting
of Stockholders and until their respective successors have been duly
elected and qualified.
FOR WITHHELD
------------------ -------------------
Richard D. Kurtz 11,565,870 199,138
M. Scott Farese 11,562,845 202,163
Ward Harper 11,554,845 210,163
Paul D. Ludwig 11,557,778 207,230
Stephen P. Soltwedel 11,565,170 199,338
2. Amendment to 2000 Stock Option Plan. The Advanced Photonix, Inc. 2000
Stock Option Plan was amended by a majority of votes cast, increasing the
number of shares of Class A Common Stock available for issuance from
1,500,000 to 2,500,000.
FOR: 2,861,876 AGAINST: 486,246 WITHHELD: 22,515 NOT VOTED: 8,394,371
Item 5 Other Information
-----------------
None.
Item 6 Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
31.1 Certification of the Registrant's Chairman, Chief Executive
Officer, and Director pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Registrant's Chief Financial Officer
and Secretary pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.3 Certification of the Registrant's President pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
14
32.1 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K
The Company filed form 8-K on August 11, 2004 to report that it had issued
a press release dated August 10, 2004 announcing financial results for the
quarter ended June 27, 2004.
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Advanced Photonix, Inc.
(Registrant)
Date: November 10, 2004 /s/ Richard Kurtz
----------------- -------------------------------------
Richard Kurtz
Chairman, Chief Executive Officer
and Director
/s/ Susan Schmidt
-------------------------------------
Susan Schmidt
Chief Financial Officer and Secretary
/s/ Paul Ludwig
-------------------------------------
Paul Ludwig
President
16