UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

S

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2014

 

or

 

£

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number: 001-10647

 

PRECISION OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts	04-2795294
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

22 East Broadway, Gardner, Massachusetts 01440-3338

(Address of principal executive offices) (Zip Code)

 

(978) 630-1800

(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 such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes o  No x

   

The number of shares outstanding of the issuer’s common stock, par value $0.01 per share, at April 30, 2014 was 4,455,134 shares.

 

PRECISION OPTICS CORPORATION, INC.

 

Table of Contents

 

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets	3
Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2014 and 2013	4
Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2014 and 2013	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4. Controls and Procedures	14
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Defaults Upon Senior Securities	15
Item 4. Mine Safety Disclosures (Not applicable.)	15
Item 5. Other Information	15
Item 6. Exhibits	15

 

 

 

PART I. FINANCIAL INFORMATION

  

Item 1. Financial Statements.

   

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		March 31, 2014				June 30, 2013
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents		$	364,863			$	1,034,587
Accounts Receivable, net			481,911				278,700
Inventories, net			920,209				896,173
Prepaid Expenses			103,866				61,567
Total Current Assets			1,870,849				2,271,027
PROPERTY AND EQUIPMENT
Machinery and Equipment			2,367,029				2,367,029
Leasehold Improvements			553,596				553,596
Furniture and Fixtures			148,303				148,303
Vehicles			19,674				19,674
			3,088,602				3,088,602
Less: Accumulated Depreciation			(3,072,757	)			(3,056,554	)
Net Property and Equipment			15,845				32,048
Patents, net			7,885				–
TOTAL ASSETS		$	1,894,579			$	2,303,075
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable		$	543,550			$	289,255
Customer Advances			27,782				38,044
Accrued Employee Compensation			204,346				151,915
Accrued Professional Services			36,680				70,000
Accrued Warranty Expense			25,000				25,000
Other Accrued Liabilities			81,716				18,672
Total Current Liabilities			919,074				592,886
STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock, $0.01 par value - Authorized - 50,000,000 shares; Issued and Outstanding – 4,455,134 shares at March 31, 2014 and June 30, 2013			44,551				44,551
Additional Paid-in Capital			42,064,641				41,955,717
Accumulated Deficit			(41,133,687	)			(40,290,079	)
Total Stockholders’ Equity (Deficit)			975,505				1,710,189
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		$	1,894,579			$	2,303,075

 

 

The accompanying notes are an integral part of these consolidated interim financial statements.

 

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED

MARCH 31, 2014 AND 2013

(UNAUDITED)

 

		Three Months Ended March 31,								Nine Months Ended March 31,
		2014				2013				2014				2013
Revenues		$	833,451			$	655,341			$	2,748,594			$	1,717,406
Cost of Goods Sold			644,219				496,580				2,093,712				1,348,834
Gross Profit			189,232				158,761				654,882				368,572
Research and Development Expenses, net			132,957				159,472				360,012				533,424
Selling, General and Administrative Expenses			443,220				350,180				1,146,136				900,060
Gain on Sale of Assets			(6,511	)			(897	)			(7,658	)			(4,599	)
Total Operating Expenses			569,666				508,755				1,498,490				1,428,885
Operating Loss			(380,434	)			(349,994	)			(843,608	)			(1,060,313	)
Non-cash Provision for Claims for Liquidated Damages			–				–				–				(629,000	)
Other Income			–				–				–				76,149
Interest Expense			–				–				–				(1,408	)
Net Loss		$	(380,434	)		$	(349,994	)		$	(843,608	)		$	(1,614,572	)
Loss Per Share:
Basic		$	(0.09	)		$	(0.08	)		$	(0.19	)		$	(0.50	)
Diluted		$	(0.09	)		$	(0.08	)		$	(0.19	)		$	(0.50	)
Weighted Average Common Shares Outstanding:
Basic			4,455,134				4,279,467				4,455,134				3,211,274
Diluted			4,455,134				4,279,467				4,455,134				3,211,274

 

 

The accompanying notes are an integral part of these consolidated interim financial statements.

 

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

March 31, 2014 AND 2013

(UNAUDITED)

 

		Nine Months Ended March 31,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss		$	(843,608	)		$	(1,614,572	)
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities -
Depreciation and Amortization			16,842				15,785
Gain on Sale of Assets			(7,658	)			(4,599	)
Gain on Settlement of Accounts Payable			–				(76,149	)
Stock-based Compensation Expense			108,924				73,913
Non-cash Consulting Expense			73,898				–
Non-cash Provision for Settlement of Claims for Liquidated Damages			–				629,000
Non-cash Interest Expense			–				1,250
Changes in Operating Assets and Liabilities -
Accounts Receivable, net			(203,211	)			58,826
Inventories			(24,036	)			(160,375	)
Prepaid Expenses			(42,299	)			(38,536	)
Accounts Payable			254,295				37,669
Customer Advances			(10,262	)			(3,087	)
Accrued Expenses			8,257				23,668
Net Cash Used In Operating Activities			(668,858	)			(1,057,207	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Property and Equipment			–				(3,550	)
Additional Patent Costs			(8,524	)			–
Proceeds from Sale of Assets			7,658				4,599
Net Cash (Used For) Provided By Investing Activities			(866	)			1,049
CASH FLOWS FROM FINANCING ACTIVITIES:
Gross Proceeds from September 2012 Private Placement of Common Stock and Warrants			–				2,500,015
Private Placement Expenses Incurred and Paid as of March 31, 2013			–				(308,896	)
Proceeds From Exercise of Warrants to Purchase Common Stock (50,000 Shares)			–				50,000
Payment of Principal and Interest on 10% Senior Convertible Notes			–				(52,500	)
Net Cash Provided by Financing Activities			–				2,188,619
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(669,724	)			1,132,461
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			1,034,587				145,923
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	364,863			$	1,278,384
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for Income Taxes		$	912			$	912
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Issuance of Common Stock and Warrants for Settlement of Claims for Liquidated Damages (370,000 shares and 370,000 warrants)		$	–			$	629,000

 

 

The accompanying notes are an integral part of these consolidated interim financial statements.

 

PRECISION OPTICS CORPORATION, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

 

1.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation and Operations

 

The accompanying consolidated financial statements include the accounts of Precision Optics Corporation, Inc. and its wholly-owned subsidiaries (the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

These consolidated financial statements have been prepared by the Company, without audit, and reflect normal recurring adjustments which, in the opinion of management, are necessary for a fair statement of the results of the third quarter and nine months of the Company’s fiscal year 2014. These consolidated financial statements do not include all disclosures associated with annual consolidated financial statements and, accordingly, should be read in conjunction with footnotes contained in the Company’s consolidated financial statements for the year ended June 30, 2013, together with the Report of Independent Registered Public Accounting Firm filed under cover of the Company’s 2013 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 30, 2013.

 

Use of Estimates

 

The preparation of these consolidated financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Income (Loss) Per Share

 

Basic income (loss) per share is computed by dividing net income or net loss by the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per share is computed by dividing net income or net loss by the weighted average number of shares of common stock outstanding during the period, plus the number of potentially dilutive securities outstanding during the period such as stock options, warrants, or shares issuable upon conversion of the Company’s 10% Senior Convertible Notes, which were retired in September 2012. For the three and nine months ended March 31, 2014 and 2013, the effect of such securities was antidilutive and not included in the diluted calculation because of the net loss generated in those periods.

 

The following is the calculation of income (loss) per share for the three and nine months ended March 31, 2014 and 2013:

 

		Three Months Ended March 31								Nine Months Ended March 31
		2014				2013				2014				2013
Net Loss – Basic and Diluted		$	(380,434	)		$	(349,994	)		$	(843,608	)		$	(1,614,572	)
Basic Weighted Average Shares Outstanding			4,455,134				4,279,467				4,455,134				3,211,274
Potentially Dilutive Securities			–				–				–				–
Diluted Weighted Average Shares Outstanding			4,455,134				4,279,467				4,455,134				3,211,274
Loss Per Share
Basic		$	(0.09	)		$	(0.08	)		$	(0.19	)		$	(0.50	)
Diluted		$	(0.09	)		$	(0.08	)		$	(0.19	)		$	(0.50	)

 

The number of shares issuable upon the exercise of outstanding stock options and warrants that were excluded from the computation as their effect was antidilutive was approximately 3,393,000 and 3,435,000 for the three months ended March 31, 2014 and 2013, respectively, and approximately 3,393,000 and 3,435,000 for the nine months ended March 31, 2014 and 2013, respectively.

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

In assessing the likelihood of utilization of existing deferred tax assets, management has considered historical results of operations and the current operating environment. Based on this evaluation, a full valuation reserve has been provided for the deferred tax assets.

 

2.	INVENTORIES

 

Inventories are stated at the lower of cost (first-in, first-out) or market and consisted of the following:

 

		March 31, 2014				June 30, 2013
Raw Materials		$	415,587			$	302,448
Work-In-Progress			394,590				392,991
Finished Goods			110,032				200,734
Total Inventories		$	920,209			$	896,173

    

3.	STOCK-BASED COMPENSATION

 

Stock-based compensation costs recognized during the quarters ended March 31, 2014 and 2013 amounted to $41,708 and $52,898, respectively, and the costs were included in the accompanying consolidated statements of operations in: selling, general and administrative expenses (2014 - $40,150; 2013 - $50,440), research and development expenses (2014 - $550, 2013 - $550) and cost of goods sold (2014 - $1,008; 2013 - $1,908). Stock-based compensation costs recognized during the nine months ended March 31, 2014 and 2013 amounted to $108,924 and $73,913, respectively, and were included in the accompanying consolidated statements of operations in: selling, general and administrative expenses (2014 - $104,250; 2013 - $66,539), research and development expenses (2014 - $1,650, 2013 - $1,650) and cost of goods sold (2014 - $3,024, 2013 - $5,724). No compensation has been capitalized because such amounts would have been immaterial.  No income tax provision was recorded in the third quarter or first nine months of fiscal years 2014 or 2013 because of the losses generated or the availability of loss carryforwards to offset any anticipated taxable income.

 

There were 9,000 stock options granted during the quarter ended March 31, 2014 with an exercise price of $0.90.

 

As of March 31, 2014, the unrecognized compensation costs related to options vesting of $32,109 will be recognized over a period of approximately 0.25 years.

 

Information related to the stock options outstanding as of March 31, 2014 is as follows:

 

Range of Exercise Prices				Number of Shares				Weighted-Average Remaining Contractual Life (years)				Weighted-Average Exercise Price				Exercisable Number of Shares				Exercisable Weighted-Average Exercise Price
$	0.90				9,000				9.76			$	0.90				9,000
$	0.85				9,000				8.76			$	0.85				9,000			$	0.85
$	1.20				207,800				7.93			$	1.20				182,800			$	1.20
$	0.55				49,500				7.87			$	0.55				34,667			$	0.55
$	0.27				40,000				7.29			$	0.27				40,000			$	0.27
$	1.35				1,200				5.65			$	1.35				1,200			$	1.35
$	1.25				1,200				4.66			$	1.25				1,200			$	1.25
$	6.25				1,600				2.67			$	6.25				1,600			$	6.25
$	7.75				1,200				3.66			$	7.75				1,200			$	7.75
$	11.50				800				1.67			$	11.50				800			$	11.50
$	13.75				50,427				2.11			$	13.75				50,427			$	13.75
$	20.75				37,360				1.21			$	20.75				37,360			$	20.75
$	0.27–$20.75				409,087				6.31			$	4.41				369,254			$	5.04

  

The aggregate intrinsic value of the Company’s “in-the-money” outstanding and exercisable options as of March 31, 2014 was $53,725 and $47,050, respectively.

 

Included in current liabilities at March 31, 2014 is approximately $83,900 that is expected to be paid through the issuance of stock.

 

4.	SALE OF STOCK

 

On September 28, 2012, the Company closed on agreements with accredited investors (the “Investors”) for the sale and purchase of units consisting of an aggregate of (i) 2,777,795 shares of the Company’s common stock, and (ii) warrants to purchase an aggregate of 1,944,475 shares of common stock, at a per unit price of $0.90. Each unit consisted of one share of common stock and 70% warrant coverage. The warrants have an exercise price of $1.25 per share, subject to adjustment and a call provision if certain market price targets are reached, an expiration date of September 28, 2017, and are exercisable in whole or in part, at any time prior to expiration. Certain directors and officers participated in the offering and purchased a total aggregate amount of approximately $80,000 of units in the offering.

 

The Company received $2.5 million in gross proceeds from the offering. The Company retained Loewen, Ondaatje, McCutcheon USA LTD as the exclusive placement agent for the offering. In addition to the payment of certain cash fees upon closing of the offering, the Company issued a warrant to the placement agent to purchase up to 194,446 shares of common stock on substantially similar terms to the warrants issued in the offering, except that the placement agent warrant has an exercise price of $0.95 per share.

 

In conjunction with the offering, the Company also entered into a registration rights agreement dated September 28, 2012 with the Investors, whereby it was obligated to file a registration statement with the Securities and Exchange Commission (the “SEC”) on or before thirty calendar days after September 28, 2012 to register the resale by the Investors of the 2,777,795 shares of common stock purchased in the offering, and the 1,944,475 shares of common stock underlying the warrants purchased in the offering. The Company filed a registration statement with the SEC on October 26, 2012, prior to the filing deadline. The registration statement became effective on December 14, 2012. The Company is obligated to continue to keep the securities registered and, in the event the Company does not comply with such provision of the registration rights agreement, it may have to pay damages to the Investors.

 

In conjunction with the offering, certain anti-dilution provisions of the warrants issued in conjunction with the Company’s June 25, 2008 financing transaction were triggered. As a result, the number of existing June 25, 2008 warrants increased from 318,621 to 469,831 and the related exercise price of the warrants decreased from $1.74 per share to $1.18 per share. 39,153 of these warrants expire on June 25, 2015, and the remaining 430,678 warrants expire on May 11, 2017.

 

5.	SALE OF ASSETS

 

During the nine months ended March 31, 2014 and 2013, respectively, the Company sold equipment that was previously written off for proceeds totaling $7,658 and $4,599, respectively, and recorded a gain of $7,658 and $4,599, respectively, which is included within operating expenses in the accompanying consolidated statements of operations.

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes to those statements included elsewhere in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and with our audited consolidated financial statements for the year ended June 30, 2013 included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on September 30, 2013.

 

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this report, the words “expects,” “anticipates,” “suggests,” “believes,” “intends,” “estimates,” “plans,” “projects,” “continue,” “ongoing,” “potential,” “expect,” “predict,” “believe,” “intend,” “may,” “will,” “should,” “could,” “would” and similar expressions are intended to identify forward-looking statements. You should not place undue reliance on these forward-looking statements.  Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in this report, the risks described in our Annual Report on Form 10-K for the year ended June 30, 2013 and other reports we file with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made.  We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

 

Overview

 

We have been developing and manufacturing advanced optical instruments since 1982. Today, the vast majority of our business is the design and manufacture of high-quality medical devices and approximately 10% of our business is design and manufacture of military and industrial products. Our medical instrumentation line includes traditional endoscopes and endocouplers as well as other custom imaging and illumination products for use in minimally invasive surgical procedures. Much of our recent development efforts have been targeted at the development of next generation endoscopes. For the last ten years, we have funded internal research and development programs to develop next generation capabilities for designing and manufacturing 3D endoscopes and very small Microprecision™ lenses, anticipating future requirements as the surgical community continues to demand smaller and more enhanced imaging systems for minimally invasive surgery. Our unique proprietary technology in these areas, combined with recent developments in the areas of 3D displays and millimeter sized image sensors, has allowed us to begin commercialization of these technologies. We believe that new products based on these technologies provide enhanced imaging for existing surgical procedures and can enable development of many new procedures. While we have continued over the years to provide custom optics solutions to our medical device company customers, we have simultaneously focused significant development efforts on further advancement of proprietary technology for 3D endoscopy and Microprecision™ optical components and micro medical camera assemblies.

 

We incorporated in Massachusetts in December 1982 and have been publicly-owned since November 1990. References to our Company contained herein include our two wholly-owned subsidiaries, Precise Medical, Inc. and Wood’s Precision Optics Corporation, Limited, except where the context otherwise requires. Our website is www.poci.com. Information contained on our website does not constitute part of this report.

 

Critical Accounting Policies and Estimates

 

General

 

This management’s discussion and analysis of financial condition and results of operations are based upon our unaudited consolidated financial statements, which have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

There have been no significant changes in our critical accounting policies as disclosed in the Notes to our Financial Statements contained in our Annual Report on Form 10-K for the year ended June 30, 2013 filed with the Securities and Exchange Commission on September 30, 2013. 

 

Results of Operations

 

Our total revenues for the quarter ended March 31, 2014, the third quarter of our fiscal year 2014, were $833,451, as compared to $655,341 for the same period in the prior year, and represented an increase of $178,110, or 27.2%. The increase in revenues for the quarter ended March 31, 2014 was primarily due to higher unit volume sales of several products including our new scanning otoscope, larynoscopes, and micro optics, partially offset by lower unit volume sales of our advanced surgical visualization system used in spinal surgery. Total revenues for the nine months ended March 31, 2014 were $2,748,594, as compared to $1,717,406 for the same period in the prior year, and represented an increase of $1,031,188, or 60.0%. The increase in revenues for the nine months ended March 31, 2014 was primarily due to initial shipments of our newly introduced 3D surgical microscope adapter, higher shipments of other products, including a new fiberscope with a 120 degree viewing tip and scanning otoscope, and higher unit volume sales of larynoscopes, endocouplers and micro optics.

 

Revenues from our largest customers, as a percentage of our total revenues, for the nine months ended March 31, 2014 and 2013 were as follows:

 

		2014				2013
Customer A			22%				15%
Customer B			20				55
Customer C			13				–
Customer D			11				–
All Others			34				30
			100%				100%

  

No other customer accounted for more than 10% of our revenues during those periods.

 

Gross profit for the quarter ended March 31, 2014 was $189,232, as compared to $158,761 for the same period in the prior year, which reflected an increase of $30,471. Gross profit for the quarter ended March 31, 2014 as a percentage of our revenues was 22.7%, and represented a decrease from the gross profit percentage of 24.2% reported for the same period in the prior year. Gross profit for the nine months ended March 31, 2014 was $654,882, as compared to $368,572 for the same period in the prior year, which reflected an increase of $286,310. Gross profit for the nine months ended March 31, 2014 as a percentage of our revenues was 23.8%, and represented an increase from the gross profit percentage of 21.5% reported for the same period in the prior year. The increase in our gross profit percentage for the nine months ended March 31, 2014 was primarily due to higher overall unit sales volume, partially offset by less favorable product mix and certain nonrecurring manufacturing startup expenses related to the introduction of new products in the nine months ended March 31, 2014 as compared to the same periods in the prior year. Our quarterly gross profit and gross profit percentage depend on a number of factors, including overall sales volume and mix of products sold among others, and therefore vary from quarter to quarter.

 

Research and development expenses were $132,957 for the quarter ended March 31, 2014, as compared to $159,472 for the same period in the prior year, and represented a decrease of $26,515, or 16.6%. The decrease in research and development expenses for the quarter ended March 31, 2014 as compared to same period in the prior year was primarily due to lower labor and materials costs incurred on product development activities, partially offset by lower reimbursements received from customers for research and development activities. Quarterly research and development expenses depend on our assessment of new product opportunities and available resources. Research and development expenses were net of reimbursement of related costs of $8,651 and $15,250 during the quarters ended March 31, 2014 and 2013, respectively. Research and development expenses were $360,012 for the nine months ended March 31, 2014, as compared to $533,424 for the same period in the prior year, and represented a decrease of $173,412, or 32.5%.  The decrease in research and development expenses for the nine months ended March 31, 2014 as compared to the same period in the prior year was primarily due to lower labor and materials costs incurred on product development activities, partially offset by lower reimbursements received from customers for such activities. Research and development expenses were net of reimbursement of related costs of $25,007 and $76,230 during the nine months ended March 31, 2014 and 2013, respectively.

 

Selling, general and administrative expenses were $443,220 for the quarter ended March 31, 2014, as compared to $350,180 for the same period in the prior year, and represented an increase of $93,040, or 26.6%. The increase in selling, general and administrative expenses for the quarter ended March 31, 2014 as compared to the same period in the prior year was primarily due to higher consulting, legal, and selling expenses. Selling, general and administrative expenses were $1,146,136 for the nine months ended March 31, 2014, as compared to $900,060 for the same period in the prior year, and represented an increase of $246,076, or 27.3%. The increase in selling, general and administrative expenses for the nine months ended March 31, 2014 as compared to the same period in the prior year was primarily due to higher consulting, legal, selling and stock-based compensation expenses (which accounted for $35,011 of the increase).

 

Net loss in the nine months ended March 31, 2013 included a non-cash expense for settlement of claims for liquidated damages of $629,000 and a non-cash gain on settlement of accounts payable of $76,149.

 

No income tax provision was recorded in the third quarter or nine months of fiscal years 2014 or 2013 because of the availability of loss carryforwards to offset any anticipated taxable income in those fiscal years.

 

Liquidity and Capital Resources

 

We believe the following technology areas continue to represent significant opportunities for our future sales growth:

 

—

Microprecision™ optical elements and micro medical camera assemblies with sizes on the order of 1 mm and smaller, that enable the introduction of imaging capabilities in locations in the body previously inaccessible; and

 

—

next generation handheld 3D endoscopes that provide high definition 3D images for use in minimally invasive surgery.

 

We compete in a highly technical, very competitive and in most cases, price driven segment of the medical instrument marketplace where products can take years to develop and introduce to distributors and end users. Furthermore, research and development, manufacturing, marketing and distribution activities are strictly regulated by the U.S. Food and Drug Administration (FDA), International Organization for Standardization (ISO) and other regulatory bodies that, while intended to enhance the ultimate quality and functionality of products produced, can contribute to the significant cost and time needed to maintain existing products, and to develop and introduce product enhancements and new product innovations.

 

We have traditionally funded working capital needs through product sales, management of working capital components of our business, and by cash received from public and private offerings of our common stock, warrants to purchase shares of our common stock or convertible notes. We have incurred quarter to quarter operating losses during our efforts to develop current products including Microprecision™ optical elements, micro medical camera assemblies and 3D endoscopes. Our management expects that such operating losses will continue until sales increase to breakeven and profitable levels. Our management also believes that the opportunities represented by these products have the potential to generate sales increases to achieve breakeven and profitable results.

 

Until the Company achieves breakeven and profitable results, we will be required to pursue several options to manage cash flow and raise capital, including issuing debt or equity or entering into a strategic alliance. The sale of additional equity or convertible debt securities would result in additional dilution to our current stockholders, and debt financing, if available, may involve restrictive covenants that could restrict our operations or finances. Financing may not be available in amounts or on terms acceptable to us, if at all. If we cannot raise funds on acceptable terms or achieve positive cash flow, we may not be able to continue to conduct operations, develop new products, grow market share, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements, any of which would negatively impact our business, operating results and financial condition.

 

During the quarter ended March 31, 2014, we incurred a net loss from operations of $380,434 and used cash in operating activities of $219,236. As of March 31, 2014, cash and cash equivalents were $364,863, accounts receivable were $481,911, and current liabilities were $919,074. As of June 30, 2013, cash and cash equivalents were $1,034,587, accounts receivable were $278,700, and current liabilities were $592,886.

 

Capital equipment expenditures during the first nine months of fiscal year 2014 and fiscal year 2013 were $0 and $3,550, respectively. Future capital equipment expenditures will be dependent upon future sales and success of on-going research and development efforts.

 

Contractual cash commitments for the fiscal years subsequent to March 31, 2014 are summarized as follows:

 

		2014				2015				Thereafter				Total
Operating Leases		$	11,639			$	13,178			$	1,552			$	26,369

 

We have contractual cash commitments related to open purchase orders as of March 31, 2014 of approximately $402,500.

 

Trends and Uncertainties That May Affect Future Results

 

During fiscal year 2010 after implementing a number of changes to reduce cash usage and increase sales and profitability, our cash flow was positive for the first time in many years. In fiscal year 2011, the major focus of our senior management shifted to finding a long-term solution to our obligations under the 10% Senior Secured Convertible Notes (the “Notes”) issued on June 25, 2008, which initially became due just before the beginning of fiscal year 2011. While we continued to work during fiscal year 2011 to advance product development and sales and marketing efforts, the requirement to find a solution for the Notes while simultaneously continuing operations of our Company with limited capital resources resulted in an overall reduction in sales volume and delay of business plans. With the consummation of an asset purchase agreement with Intuitive Surgical Operations, Inc. in July 2011, we received sufficient cash to retire the Notes, and to provide working capital for our Company. On September 28, 2012, we raised $2.5 million in connection with our completion of an offering of stock and warrants. With year-over-year increase in sales of 17.1% for fiscal year 2013 as compared to fiscal 2012 and an increase in sales of 60.0% for the first nine months of 2014, we are beginning to see the effect of management’s renewed focus on operations and anticipate continued growth for the remainder of fiscal 2014.

 

We are excited about the continued development, commercialization, and market acceptance of our new products and technical innovations based upon our unique proprietary technology. In March 2013, we received a follow-on purchase order for $660,000 for custom-designed endoscopes to be manufactured and delivered over a sixteen-month period beginning in July 2013. The delivery schedule on this order was recently accelerated by the customer to request deliveries over a ten, rather than sixteen, month period. The order is from one of our largest medical customers and the requested endoscopes represent two distinct designs which include various aspects of our unique proprietary Microprecision^TM lens technology and optical visualization system expertise. In April 2012, we also accepted an order from a customer to purchase endoscopes for a total purchase amount of $1,032,000. We have now completed pre-production activities and recently began shipments against this order, which relies heavily on our proprietary Microprecision™ technology.

 

Since early July 2013, we have supplied engineering and manufacturing services to a new customer who is developing next generation otoscope devices used for the treatment of ears. We have delivered pre-production otoscopes which incorporate the next generation designs, all of which have been successfully tested by this customer. Also during this time period, we provided design and engineering services to a second customer relating to a new 3D adapter for use with ophthalmologic microscopes for use in eye treatments. Utilizing our extensive experience and proprietary design approaches for 3D visualization, we have delivered pre-production units that meet this customer’s device specifications. Our customer for this project – a major consumer and professional electronics and camera manufacturer – has demonstrated these devices to leaders in the ophthalmologic community with very positive response. Although purchase orders have not yet been obtained for volume manufacturing, we believe that both of these projects could proceed to full production in the next three to six months.

 

We have also focused recent operational efforts on sales and marketing activities intended to broaden awareness of the benefits of our new technology platforms, which we believe are ready for general application to medical device projects requiring surgery-grade visualization from sub-millimeter sized devices and handheld 3D endoscopy. We continue to attend trade shows to announce our new technology, and recently attended the SPIE Photonics West show in San Francisco, CA and the Medical Design & Manufacturing West show in Anaheim, California, both in early February 2014. Our new technology has been well received during these recent trade shows, and has resulted in numerous follow-on discussions with a number of existing and new potential customers.

 

Due to the introductory stage of many of our new products and the unpredictable timing of orders from customers, it is difficult to predict with certainty the detailed rate of future revenue growth. We have received significant new orders for a number of new products which rely on our Microprecision™ lens technology, including the orders received in March 2013 and April 2012, both of which are described above, and a $250,000 order for micro medical camera assemblies. We believe these orders will help to increase our revenues in future quarters. Also, we expect that current discussions with existing and new potential customers could lead to increases in our revenues. To continue to support orders for new products as well as ongoing and future discussions, we intend to continue to develop and commercialize new products and technical innovations, including:

 

	—	new components and instruments utilizing our patented Microprecision™ lens technology for optical components and micro medical camera assemblies with sizes on the order of 1 mm and smaller; and
	—	new 3D imaging technology for use in handheld 3D endoscopes, and for 3D monitor-based visualization through surgical microscopes.

 

 

Over the past few years, we have implemented significant changes in new product and technology development by shifting the emphasis of research and development efforts from developing underlying technologies to commercializing the applications of these new technologies. These efforts have already been realized to some degree in the area of Microprecision™ lenses with ongoing shipments now in place, including shipments against orders for micro medical camera assemblies. While most of our current orders for Microprecision™ lenses support medical applications, we are now beginning to explore additional applications including those in the defense and surveillance markets.

 

We have also developed and manufactured prototypes of a new 3D endoscope with high definition quality imaging and 10 mm diameter for use in general laparoscopic surgery. This next generation 3D endoscope has been evaluated by a number of medical professionals and has been received enthusiastically. We believe that with the advent of commercially available high quality flat panel 3D displays, handheld 3D endoscopy represents an opportunity for sales growth for our Company. In addition, the technology we have developed for 3D endoscopy can also be used for 3D monitor-based visualization through surgical microscopes.

 

Off-Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

  

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

 

Item 4. Controls and Procedures.

 

Management’s Evaluation of Disclosure Controls and Procedures

 

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures, including internal control over financial reporting, were not effective, as of March 31, 2014, to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (i) is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are intended to be designed to provide reasonable assurance that such information is accumulated and communicated to our management. Based on this evaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2014.

 

The following is a description of two material weaknesses in our internal control over financial reporting:

 

Segregation of Duties: As previously disclosed in our annual reports on Form 10-K for the fiscal years ended June 30, 2008, 2009, 2010, 2011, 2012 and 2013, our management identified a control deficiency during the 2008 fiscal year because we lacked sufficient staff to segregate accounting duties. We believe the control deficiency resulted primarily because we have the equivalent of one and one-half persons performing all accounting-related on-site duties. As a result, we did not maintain adequate segregation of duties within our critical financial reporting applications, the related modules and financial reporting processes. This control deficiency could result in a misstatement of balance sheet and income statement accounts in our interim or annual consolidated financial statements that would not be detected. Accordingly, management has determined that this control deficiency constitutes a material weakness.

 

To address and remediate the material weakness in internal control over financial reporting described above, beginning with the quarter ended September 30, 2008, we instituted a procedure whereby our Chief Executive Officer, our Chief Financial Officer and other members of our Board of Directors perform a higher level review of the quarterly reports on Form 10-Q and annual reports on Form 10-K prior to filing.

 

We believe that the step outlined above strengthens our internal control over financial reporting and mitigates the material weakness described above. As part of our assessment of internal control over financial reporting for the quarter and nine months ended March 31, 2014, our management has evaluated this additional control and has determined that it is operating effectively.

 

Inventory Valuation: As previously disclosed in our annual reports on Form 10-K for the fiscal years ended June 30, 2009, 2010, 2011, 2012 and 2013, we reported a material weakness with respect to the valuation of our inventories. Specifically, the amounts used to value our inventory at June 30, 2009 with respect to overhead rates and purchased items were often inconsistent with the supporting documentation, due to year-to-year changes in overhead rates and costs of purchased items that were not properly reflected in inventory valuation. Accordingly, management had determined that this control deficiency constituted a material weakness as of June 30, 2009. One audit adjustment of approximately $58,000 to our audited financial statements as of June 30, 2011 was necessary as a result of this condition.

 

To address and remediate the material weakness in internal control over financial reporting described above, beginning in the quarter ended September 30, 2009 and continuing through the quarter ended March 31, 2014, we implemented procedures to improve our inventory controls and documentation surrounding inventory valuation for overhead rates, and performed procedures to ensure that the pricing of inventory items was consistent with the supporting documentation. We believe that the step outlined above strengthens our internal control over financial reporting and mitigates the material weakness described above.

 

We intend to continue to remediate material weaknesses and enhance our internal controls but cannot guarantee that our efforts will result in remediation of our material weaknesses or that new issues will not be exposed in this process.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2014, which is covered by this Quarterly Report on Form 10-Q, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

Our Company, on occasion, may be involved in legal matters arising in the ordinary course of our business. While management believes that such matters are currently insignificant, matters arising in the ordinary course of business for which we are or could become involved in litigation may have a material adverse effect on our business, financial condition or results of operations. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

 

Item 1A. Risk Factors.

 

There have been no material changes from the risk factors previously disclosed in our annual report on Form 10-K for the fiscal year ended June 30, 2013, as filed with the Securities and Exchange Commission on September 30, 2013.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

We did not issue any unregistered equity securities during the quarter ended March 31, 2014.

 

Item 3. Defaults Upon Senior Securities.

 

As of March 31, 2014, we are not in default with respect to any indebtedness.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit		Description
2.1		Asset Purchase Agreement between the Company and Optometrics Corporation, dated January 18, 2008 (included as Exhibit 2.1 to the Form 8-K filed January 25, 2008 and incorporated herein by reference).
3.1		Articles of Organization of Precision Optics Corporation, Inc., as amended (included as Exhibit 3.1 to the Form SB-2 filed March 16, 2007 and incorporated herein by reference).
3.2		Bylaws of Precision Optics Corporation, Inc. (included as Exhibit 3.2 to the Form S-1 filed December 18, 2008 and incorporated herein by reference).
3.3		Articles of Amendment to the Articles of Organization of Precision Optics Corporation, Inc., dated November 25, 2008 and effective December 11, 2008 (included as Exhibit 3.1 to the Form 8-K filed December 11, 2008 and incorporated herein by reference).
4.1		Registration Rights Agreement by and among the Company and each investor named therein, dated February 1, 2007 (included as Exhibit 4.1 to the Form 8-K filed February 2, 2007 and incorporated herein by reference).
4.2		Form of Warrant to Purchase Shares of Common Stock (February 2007 offering) (included as Exhibit 4.2 to the Form 8-K filed February 2, 2007 and incorporated herein by reference).
4.3		Registration Rights Agreement by and among the Company and each investor named therein, dated June 25, 2008 (included as Exhibit 4.1 to the Form 8-K filed June 27, 2008 and incorporated herein by reference).
4.4		Form of Warrant to Purchase Shares of Common Stock, dated June 25, 2008 (included as Exhibit 4.2 to the Form 8-K filed June 27, 2008 and incorporated herein by reference).
4.5		Form of Warrant to Purchase Shares of Common Stock (September 2012 offering) (included as Exhibit 4.1 to the Form 8-K filed October 2, 2012 and incorporated herein by reference).

 

 

4.6		Registration Rights Agreement by and among the Company and each investor named therein, dated September 28, 2012 (included as Exhibit 4.2 to the Form 8-K filed October 2, 2012 and incorporated herein by reference).
4.7		Warrant to Purchase Shares of Common Stock issued to Loewen, Ondaatje, McCutcheon USA LTD, dated September 28, 2012 (included as Exhibit 4.3 to the Form 8-K filed October 2, 2012 and incorporated herein by reference).
4.8		Form of Warrant to Purchase Shares of Common Stock (Special Situations Settlement) (included as Exhibit 4.1 to the Form 8-K filed February 13, 2013 and incorporated herein by reference).
4.9		Registration Rights Agreement by and among the Company, Special Situations Fund III QP, L.P. and Special Situations Private Equity Fund, L.P., dated February 12, 2013 (included as Exhibit 4.2 to the Form 8-K filed February 13, 2013 and incorporated herein by reference).
4.10		Form of Warrant to Purchase Shares of Common Stock (Pitlor Settlement and Schumsky Settlement) (included as Exhibit 4.3 to the Form 8-K filed February 13, 2013 and incorporated herein by reference).
10.1		Precision Optics Corporation, Inc. 1997 Incentive Plan, as Amended and Restated (included as Exhibit 10.1 to the Form 10-QSB filed November 13, 2003 and incorporated herein by reference).
10.2		Precision Optics Corporation, Inc. 2006 Equity Incentive Plan (included as Exhibit 99.1 to the Form 8-K filed December 4, 2006 and incorporated herein by reference).
10.3		Form of Nonstatutory Stock Option Certificate (included as Exhibit 10.2 to the Form 10-QSB filed February 14, 2007 and incorporated herein by reference).
10.4		Consulting Agreement between the Company and Jack P. Dreimiller, dated August 15, 2008 (included as Exhibit 10.1 to the Form 8-K filed August 18, 2008 and incorporated herein by reference).
10.5		Asset Purchase Agreement between the Company and Intuitive Surgical Operations, Inc., dated July 27, 2011 (included as Exhibit 10.1 to the Form 8-K filed August 3, 2011 and incorporated herein by reference).
10.6		Precision Optics Corporation, Inc. 2011 Equity Incentive Plan, dated October 13, 2011 (included as Exhibit 10.2 to Form S-8 filed October 14, 2011, and incorporated herein by reference.)
10.7		Precision Optics Corporation, Inc. 2011 Deferred Compensation Plan, dated October 13, 2011 (included as Exhibit 10.3 to Form S-8 filed October 14, 2011, and incorporated herein by reference.)
10.8		Purchase Agreement by and among the Company and each investor named therein, dated September 28, 2012 (included as Exhibit 10.1 to the Form 8-K filed October 2, 2012 and incorporated herein by reference).
10.9		Settlement Agreement by and among the Company, Special Situations Fund III QP, L.P. and Special Situations Private Equity Fund, L.P., dated February 12, 2013 (included as Exhibit 10.1 to the Form 8-K filed February 13, 2013 and incorporated herein by reference).
10.10		Settlement Agreement by and between the Company and Joel Pitlor, dated February 12, 2013 (included as Exhibit 10.2 to the Form 8-K filed February 13, 2013 and incorporated herein by reference).
10.11		Settlement Agreement by and between the Company and Arnold Schumsky, dated February 12, 2013 (included as Exhibit 10.3 to the Form 8-K filed February 13, 2013 and incorporated herein by reference).
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1		Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS*		XBRL Instance Document (filed herewith).
101.SCH*		XBRL Taxonomy Extension Schema (filed herewith).
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase (filed herewith).
101.DEF*		XBRL Taxonomy Extension Definition Linkbase (filed herewith).
101.LAB*		XBRL Taxonomy Extension Label Linkbase (filed herewith).
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

 

*

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 

 

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.

 

	PRECISION OPTICS CORPORATION, INC.
Date: May 15, 2014	By:	/s/ Joseph N. Forkey
		Joseph N. Forkey
		Chief Executive Officer (Principal Executive Officer)
Date: May 15, 2014	By:	/s/ Jack P. Dreimiller
		Jack P. Dreimiller
		Chief Financial Officer  (Principal Financial Officer and Principal Accounting Officer)