SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from NA to NA.
Commission File Number 0-16106
APA OPTICS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-1347235
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2950 N.E. 84TH LANE, BLAINE, MINNESOTA 55449
(Address of principal executive offices and zip code)
(763) 784-4995
(Registrant's telephone number, including area code)
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 the filing
requirement for the past 90 days.
Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class: Outstanding at September 30, 2001
Common stock, par value $.01 11,875,881
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APA OPTICS, INC.
CONDENSED BALANCE SHEETS
September 30, March 31,
2001 2001
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 33,884,252 $ 21,225,492
Short-term investments - 15,759,000
Accounts receivable 170,882 370,859
Inventories:
Raw materials 244,050 405,238
Work-in-process 74,543 10,078
Prepaid expenses 46,641 30,064
Bond reserve funds 35,000 65,000
------------- -------------
Total current assets 34,455,368 37,865,731
Property, plant and equipment, net 3,846,209 3,248,191
Other assets 821,572 800,529
------------- -------------
Total assets $ 39,123,149 $ 41,914,451
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 87,714 $ 495,410
Accrued expenses 347,000 301,911
Current portion of long-term debt 2,238,958 2,337,221
------------- -------------
Total current liabilities 2,673,672 3,134,542
Long-term debt 246,944 499,610
Shareholders' equity:
Undesignated shares:
Authorized shares - 4,999,500
Issued - none - -
Common stock, $.01 par value:
Authorized shares - 50,000,000
Issued and outstanding shares:
11,875,881 shares on September 30, 2001 and
11,915,456 shares on March 31, 2001 118,758 119,155
Additional paid-in capital 51,547,163 51,614,972
Accumulated deficit (15,463,388) (13,453,828)
------------- -------------
Total shareholders' equity 36,202,533 38,280,299
------------- -------------
Total liabilities and shareholders' equity $ 39,123,149 $ 41,914,451
============= =============
2
APA OPTICS, INC.
CONDENSED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
September 30, September 30,
-------------------------- --------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------
Revenues $ 87,574 $ 123,462 $ 521,909 $ 174,979
Costs and expenses:
Cost of sales 957,316 609,720 1,900,168 1,015,792
Research and development 236,299 293,303 418,892 573,661
Selling, general and administrative 510,217 414,092 946,832 781,978
------------ ------------ ------------ ------------
1,703,832 1,317,115 3,265,892 2,371,431
Loss from operations (1,616,258) (1,193,653) (2,743,983) (2,196,452)
Interest income 282,673 615,440 802,262 751,842
Interest expense (30,527) (18,536) (66,452) (61,564)
------------ ------------ ------------ ------------
252,146 596,904 735,810 690,278
Loss before income taxes (1,364,112) (596,749) (2,008,173) (1,506,174)
Income taxes 387 250 1,387 500
------------ ------------ ------------ ------------
Net loss (1,364,499) (596,999) (2,009,560) (1,506,674)
Preferred stock dividend - (33,054) - (33,054)
Excess of preferred stock redemption
over carrying value - (275,000) - (275,000)
------------ ------------ ------------ ------------
Net loss applicable to common shareholders $(1,364,499) $ (905,053) $(2,009,560) $(1,814,728)
============ ============ ============ ============
Net loss per share:
Basic and diluted ($0.11) ($0.08) ($0.17) ($0.17)
============ ============ ============ ============
Weighted average shares outstanding:
Basic and diluted 11,917,465 11,694,715 11,917,378 10,451,022
============ ============ ============ ============
3
APA OPTICS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
September 30
--------------------------
2001 2000
------------ ------------
OPERATING ACTIVITIES
Net loss $(2,009,560) $(1,506,674)
Adjustments to reconcile net loss to net cash used
in operating activities:
Depreciation and amortization 302,666 192,563
Deferred compensation expense 17,184 -
Changes in operating assets and liabilities:
Accounts receivable 199,977 122,158
Inventories and prepaid expenses 80,146 (15,723)
Accounts payable and accrued expenses (379,791) 10,412
Other - 86
------------ ------------
Net cash used in operating activities (1,789,378) (1,197,178)
INVESTING ACTIVITIES
Purchases of property and equipment (859,684) (97,685)
Investment in patents (71,439) (67,558)
------------ ------------
Net cash used in investing activities (931,123) (165,243)
FINANCING ACTIVITIES
Proceeds from the sale of common stock 24,433 39,810,534
Proceeds from the sale of short-term investments 15,759,000 -
Repayment of long-term debt (350,929) (131,537)
Repurchase of common stock (92,639) -
Redemption of preferred stock - (5,033,054)
Bond reserve funds 39,396 55,445
------------ ------------
Net cash provided by financing activities 15,379,261 34,701,388
------------ ------------
Increase in cash and cash equivalents 12,658,760 33,338,967
Cash and cash equivalents at beginning of period 21,225,492 5,941,906
------------ ------------
Cash and cash equivalents at end of period $33,884,252 $39,280,873
============ ============
4
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
For further information, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended March
31, 2001.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Certain reclassifications of previously reported amounts have been
made to conform that presentation to the current period presentation.
NOTE 2. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended Six Months Ended
September 30, September,
------------------------- --------------------------
2001 2000 2001 2000
----------- ------------ ------------ ------------
Numerator:
Net loss $(1,364,499) $ (596,999) $(2,009,560) $(1,506,674)
Preferred stock dividend - (33,054) - (33,054)
Excess of preferred stock redemption
over carrying value - (275,000) - (275,000)
----------- ------------ ------------ ------------
Numerator for basic and diluted
earnings per share-loss available
to common shareholders $(1,364,499) $ (905,053) $(2,009,560) $(1,814,728)
----------- ------------ ------------ ------------
Denominator for basic and diluted
earnings per share-weighted-
average shares 11,917,465 11,694,715 11,917,378 10,451,022
============ ============ ============ ============
Basic and diluted earnings per share ($0.11) ($0.08) ($0.17) ($0.17)
============ ============ ============ ============
NOTE 3. STOCK REPURCHASE PLAN
On September 19, 2001, the Board of Directors authorized the repurchase of
up to the greater of $2,000,000 or 500,000 shares of our common stock. During
the quarter ended September 30, 2001, we repurchased a total of 43,200 shares
for $92,639 at an average price of $2.14 per share.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Statements in this Report about future sales prospects and other matters to
occur in the future are forward looking statements and are subject to
uncertainties due to many factors, many of which are beyond our control. These
factors include, but are not limited to, the continued development of our
products, acceptance of those products by potential customers, our ability to
sell such products at a profitable price, and our ability to fund our
operations. For further discussion regarding these factors, see "Factors That
May Affect Future Results."
OVERVIEW
--------
We are engaged in designing, manufacturing, and marketing various
optoelectronic products, ultraviolet (UV) detectors and related products and
optical components. For several years, we also received significant revenues
from research and development services projects sponsored by various government
agencies. In fiscal 1998, we shifted our emphasis from research and development
to product development, with the intent to eventually manufacture and market our
own proprietary products. We received no revenues from research and development
activity in fiscal 2001 and do not expect any revenues from this activity in
fiscal 2002.
For the last several years our goal has been to manufacture and market
products/components based on our technology developments. We have focused on
dense wavelength division multiplexer (DWDM) components for fiber optic
communications and gallium nitride-based ultraviolet (UV) detectors (both
components and integrated detector/electronic/display packages) because we
believe that these two product areas have significant potential markets and
because we have expertise and/or patent positions related to them.
Most companies in the communications equipment industry have been affected
by the slowdown in telecommunications equipment spending. We recently received
notice from a customer that it was discontinuing development of an optical
system utilizing our DWDM components. As a result, the customer cancelled the
majority of an outstanding purchase order for 21 of our DWDM components.
Weakness in the general economy, and the telecommunications sector in
particular, continues to put downward pressure on component pricing, margins and
profits. There are an increasing number of manufacturers of DWDMs pursuing this
soft market bringing additional pressure to component pricing. Aggressive
pricing and declining requests for quotes will likely have a negative impact on
our financial performance for at least the next few fiscal quarters.
During the quarter ended September 30, 2001, we made significant
improvements in the environmental performance of our DWDMs. Environmental
performance is a key test factor for qualification of our products under
industry standards as promulgated by Telcordia. While we made significant
progress in these areas, performance issues related to environmental
specifications prevented us from shipping more product during the second
quarter. Also, production uniformity issues have resulted in limited production
of our SunUVWatch(R). These problems were still being resolved as of the end of
October 2001.
RESULTS OF OPERATIONS
-----------------------
REVENUES
Revenues for the quarter ended September 30, 2001, were $87,574, reflecting
a 29% decrease from the comparable period in the preceding fiscal year, and were
$521,909 for the six months ended September 30, 2001, an increase of 198% over
the revenues for the comparable period in the preceding fiscal year. Lower
demand for DWDM components and problems incurred in production resulting in
delayed shipments of components were the primary factors contributing to the
decline in revenues during the most recent fiscal quarter. The increase in
revenues for the six months ended September 30, 2001, was largely the result of
sales of our DWDM components during the first quarter of fiscal 2002.
6
COST OF SALES
Cost of sales increased $347,596 to $957,316 for the quarter ended
September 30, 2001, reflecting a 57% increase over the comparable period in the
preceding fiscal year. For the six months ended September 30, 2001, cost of
sales increased $884,376 or 87% over the comparable period in the preceding
fiscal year. The increases in the cost of sales were the result of operating
with increased production staff and facilities, increased sales during the first
quarter, expansion of quality programs and costs associated with testing
products for compliance with certain industry standards. Gross margins for sales
were negative in both periods. The fluctuation in cost of sales and the negative
gross margins are influenced by the low unit production and sales levels
relative to the capital equipment and personnel committed to production in the
early phases of market penetration of our products. We expect to continue to
experience negative gross margins until there is a significant increase in sales
and production levels.
RESEARCH AND DEVELOPMENT EXPENSES
Research and development expenses decreased by $57,004 for the quarter
ended September 30, 2001. This represents a decrease of 19% from research and
development expenses in the comparable period of the preceding fiscal year. For
the six months ended September 30, 2001, research and development expenses
decreased $154,769 or 27% from the comparable period in the preceding fiscal
year. These decreases are partially the result of classifying a portion of these
expenses as cost of goods sold rather than research and development expenses, as
we focused more on the production of products for sale and less on research and
development activities. We expect research and development expenses to remain
constant or increase slightly for the foreseeable future with a gradual
expansion of our research and product development activities.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses increased $96,125 for the
quarter ended September 30, 2001, reflecting a 23% increase over the comparable
period in the preceding fiscal year. For the six months ended September 30,
2001, selling, general and administrative expenses increased $164,854 or 21%
over the comparable period in the preceding fiscal year. The increase was
primarily due to an increase in personnel and other expenses as we prepare to
market our products and develop expanded internal reporting and management
systems.
LOSS FROM OPERATIONS
The loss from operations expanded to $1,616,258, an increase of $422,605 or
35% for the quarter ended September 30, 2001 over the comparable period in
fiscal 2001. For the six months ended September 30, 2001, the loss from
operations increased $547,531 or 25% over the comparable period in the preceding
fiscal year. The increased loss in the quarter ended September 30, 2001, was
primarily the result of the decline in revenues from the previous fiscal
quarter. Soft demand for DWDM components and problems we incurred related to
production of DWDM components were major factors contributing to this decline.
OTHER INCOME AND EXPENSE
Other income decreased $344,758 or 58% for the quarter ended September 30,
2001, from the comparable period in fiscal 2001. For the six months ended
September 30, 2001, other income increased $45,532 or 7% over the comparable
period in the preceding fiscal year. The decrease for the quarter was due to the
combination of a decline in the rate of interest earned on short-term
investments and a lower average cash balance, as cash was consumed to fund
operations and capital investment. The increase in other income for the six
months ended September 30, 2001, was primarily the result of the timing of sales
of common stock in the preceding fiscal year and investment of the proceeds that
began generating interest income during the second quarter of fiscal 2001.
Interest rates have continued to decline and we anticipate continuing decreases
in interest income as a result of these declines and as a result of the use of
cash in operations and for capital expansion.
7
NET LOSS
The net loss for the quarter ended September 30, 2001, was $1,364,499 (or
$0.11 per basic and diluted share), an increase of $767,500 or 129% from the net
loss reported for the same period in fiscal 2001. For the six months ended
September 30, 2001, the net loss was $2,009,560 (or $0.17 per basic and diluted
share), a 33% increase over the net loss for the comparable period in the
preceding fiscal year. For the quarter, the increased loss was attributable to
the decline in revenues, the costs associated with increased staff and
facilities, and the decline in interest income. For the six months ended
September 30, 2001, the increased loss was attributable to the continued
negative gross margin on product sales and the costs associated with increased
staff and production facilities.
LIQUIDITY AND CAPITAL RESOURCES
----------------------------------
APA's cash and cash equivalents primarily consist of certificates of
deposits, US Government instruments or commercial paper with maturities of less
than three months. The balance of cash and cash equivalents at September 30,
2001 is $33,884,252 compared to $21,225,492 at March 31, 2001. The increase in
cash is primarily the result of the maturing of short-term investments.
Cash used in operating activities was $1,789,378 for the six months ended
September 30, 2001, compared to $1,197,178 for the comparable period in the
preceding fiscal year. The increase reflects increased sales with negative gross
margins and increased costs associated with our larger staff and production
facilities.
We used net cash of $931,123 in investing activities in the six months
ended September 30, 2001, compared to $165,243 for the same period of the
preceding fiscal year. The funds were used for the purchase of equipment,
facility repairs and leasehold improvements that had been deferred in prior
years and to maintain existing and pursue new patents related to our
technologies.
Net cash provided from financing activities in the six months ended
September 30, 2001 totaled $15,379,261. The increase was primarily the result of
reclassification of $15,759,000 of short-term investments to cash and cash
equivalents as the time to maturity of these investments shortened to less than
three months. We used a net of $311,533 for the scheduled reduction of debt and
$92,639 for the repurchase of common stock. We repurchased a total of 43,200
shares at an average cost of $2.14 per share. Additional information regarding
the stock repurchase is available in the Notes to the Condensed Financial
Statements under Part I and under Part II, Item 6 of this Form 10-Q. For the six
months ended September 30, 2000, net cash provided by financing activities
totaled $34,701,388. We raised $39,810,534 from the sale of common stock, used
$5,033,054 to retire preferred stock and used a net of $76,092 for the scheduled
reduction of debt.
We anticipate a total of approximately $2.5 million in capital expenditures
in fiscal 2002, primarily for equipment. The majority of the capital
expenditures relate to the expansion and automation of our production and
research and development facilities. The expenditures will be made in phases to
meet demand for our products and to allow us to respond to new business
opportunities.
We believe we have sufficient funds for operations for the remainder of
fiscal 2002 and beyond.
FACTORS THAT MAY INFLUENCE FUTURE RESULTS
----------------------------------------------
Several factors will influence our future results including:
UNLESS WE GENERATE SIGNIFICANT REVENUE GROWTH, OUR INCREASING EXPENSES AND
NEGATIVE CASH FLOW WILL SIGNIFICANTLY HARM OUR FINANCIAL POSITION.
We have not been profitable since fiscal 1990. As of September 30, 2001, we
had an accumulated deficit of $15.5 million. We will incur operating losses for
the foreseeable future, and these losses may be substantial. Further, we may
continue to experience negative operating cash flow in the future. We have
funded our operations primarily through the sale of equity securities and
borrowings. We have significant fixed expenses and we expect to continue to
incur significant and increasing manufacturing, sales and marketing, product
development and administrative expenses. As a result, we will need to generate
higher revenues while containing costs and operating expenses if we are to
achieve profitability.
8
WE MUST INCREASE OUR MANUFACTURING CAPACITY OR WE WILL NOT BE ABLE TO DELIVER
OUR PRODUCTS TO OUR CUSTOMERS IN A TIMELY MANNER.
Manufacturing of our products is a complex and precise process. We recently
experienced difficulty in delivering DWDM components in line with desired
environmental specifications and have not yet resolved all the problems that
prevented us from delivering the product. We have limited experience in rapidly
increasing our manufacturing capacity or in manufacturing products at high
volumes. We will be required to hire, train and manage additional manufacturing
personnel and improve our production processes in order to increase our
production capacity. There are numerous risks associated with rapidly increasing
capacity, including:
(i) Difficulties in achieving adequate yields from new manufacturing
lines,
(ii) Difficulty maintaining the precision manufacturing processes
required by our products while increasing capacity,
(iii) The inability to timely procure and install the necessary
equipment, and
(iv) Lack of availability of qualified manufacturing personnel.
The expansion and automation of our manufacturing facilities and related
capital expenditures are being made in anticipation of a level of customer
orders that may not be realized. If anticipated levels of customer orders are
not received, we will not be able to generate positive gross margins and
profitability.
OUR DEPENDENCE ON OUTSIDE MANUFACTURERS MAY RESULT IN PRODUCT DELIVERY DELAYS.
We purchase components that are incorporated into our products from outside
vendors. If these vendors fail to supply us with components on a timely basis,
we could experience significant delays in shipping our products. Any significant
interruption in the supply or support of any components could seriously harm our
sales and our relationships with our customers.
OUR PRODUCTS MAY HAVE DEFECTS THAT ARE NOT DETECTED BEFORE DELIVERY TO OUR
CUSTOMERS.
Some of our products are designed to be deployed in large and complex
optical networks and must be compatible with other components of the system,
both current and future. In addition, our products may not operate as expected
over long periods of time. Our customers may discover errors or defects in our
products only after they have been fully deployed. If we are unable to fix
errors or other problems, we could lose customers, lose revenues, suffer damage
to our brand and reputation, and lose our ability to attract new customers or
achieve market acceptance. Any of these factors would negatively impact cash
flow and would seriously harm our business, financial condition and results of
operations.
WE WILL NEED TO INTRODUCE NEW PRODUCTS AND PRODUCT ENHANCEMENTS TO INCREASE
REVENUE.
The successful operation of our business depends on our ability to
anticipate market needs and to develop and introduce new products and product
enhancements that respond to technological changes or evolving industry
standards on a timely and cost-effective basis. Our products are complex, and
new products may take longer to develop than originally anticipated.
Consequently the products we develop may be made obsolete by competitive
products before we generate revenue or profits from their sale. Our products may
contain defects or have unacceptable manufacturing yields when first introduced
or as new versions are released. We must continue to develop leading-edge
products and introduce them to the commercial market quickly in order to be
successful. This development activity is a lengthy process and requires
significant resources. Many of our competitors have greater resources and
technical staffs than we do. Our failure to produce technologically competitive
products in a cost-effective manner and on a timely basis will seriously harm
our business, financial condition and results of operations.
9
OUR MARKETS ARE NEW AND ARE CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGES AND
EVOLVING STANDARDS.
The markets we serve are characterized by rapid technological changes,
frequent new product introductions, changes in customer requirements and
evolving industry standards. In developing our products, we have made, and will
continue to make, assumptions with respect to which standards will be adopted
within our industry. If the standards that are actually adopted are different
from those that we have chosen to support, our products may not achieve
significant market acceptance.
There are several existing standards in the communications industry
including the Telcordia GR1209 and GR1221 standards. Several of our existing and
potential customers require or will require compliance with these standards. We
continue to make progress in achieving compliance with these standards and have
produced DWDM components that achieve compliance with some but not all of the
requirements of these standards. During the quarter ended September 30, 2001 we
made significant improvements in the environmental performance of our DWDMs, but
are currently not able meet all Telcordia requirements and have not begun formal
testing under Telcordia specifications. If we are unable to achieve full
compliance with these and other standards, our business, financial condition and
results of operations will be adversely affected.
DEMAND FOR OUR PRODUCTS IS SUBJECT TO SIGNIFICANT FLUCTUATION.
Demand for our products is dependent on several factors including capital
expenditures in the communications industry. Capital expenditures can be
cyclical in nature and result in protracted periods of reduced demand for
component parts. Similarly, periods of slow economic expansion or recession can
result in periods of reduced demand for our products. The continuing slowdown of
the US economy and uncertainty related to the timing and extent of recovery have
contributed to the decline in demand for components used in the communications
industry. We recently received notice from a customer that it was discontinuing
development of an optical system utilizing our DWDM components. As a result, the
customer cancelled the majority of an outstanding purchase order for 21 of our
DWDM components. Periods of reduced demand will harm our business, financial
condition and results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Our exposure to market risk for changes in interest rates relates primarily
to our investment portfolio. We invest in short-term securities of high credit
issuers with maturities ranging from overnight up to 24 months. The average
maturity of the portfolio does not exceed 12 months. The portfolio includes only
marketable securities with active secondary or resale markets to ensure
liquidity. We have no investments denominated in foreign country currencies and,
therefore, our investments are not subject to foreign exchange risk.
PART II
ITEMS 1 THROUGH 3. NOT APPLICABLE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its Annual Shareholders' meeting on August 15,
2001.
(b) (1) The election of 5 directors to serve for one-year
terms was approved. The individual results are as follows:
10
Voting Authority
Name Affirmative Votes Withheld Abstain
--------------------------------------------------------------------------
Anil K. Jain 10,876,140 125,111 1,560
Kenneth A. Olsen 10,942,200 59,031 1,560
Gregory J Von Wald 10,992,501 8,750 1,560
William R. Franta 10,992,501 8,750 1,560
Michael A. Gort 10,992,501 8,750 1,560
(2) The amendment of the 1997 Stock Compensation Plan to expand eligibility
of employees to participate under the plan and to increase the number of
shares reserved for issuance under the plan was approved. The vote was
9,610,993 shares in favor, 1,388,268 shares against and 3,550 abstentions.
There were no broker non-votes.
ITEM 5. NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10 1997 Stock Compensation Plan as amended through March 15, 2001
(filed with definitive proxy statement for 2001 Annual Meeting on
July 19, 2001, and incorporated herein by reference.)
(b) Reports on Form 8-K.
A Report on Form 8-K dated September 19, 2001, reported under
Items 5 and 7 the adoption of a stock repurchase plan by the
Company.
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.
APA OPTICS, INC.
11/01/01 /s/ Anil K. Jain
---------- ------------------------------
Date Anil K. Jain
President and
Chief Executive Officer
11/01/01 /s/ Robert M. Ringstad
---------- ------------------------------
Date Robert M. Ringstad
Chief Financial Officer
11