UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED OCTOBER 31, 2009.
[ ] 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: 0-1455
OPT-SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
NEW JERSEY 21-0681502
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1912 BANNARD STREET, CINNAMINSON, NEW JERSEY 08077
(Address of principal executive offices) (Zip Code)
(856)829-2800
(Registrant's telephone number, including area code)
12(b) Securities registered pursuant to Section of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.25 par value per share
(Title of Class)
Indicate by check mark if the registrant is a well seasoned issuer, as defined
in Rule 405 of the Securities Act. YES[ ] NO[X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. YES[ ] NO[ X ]
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 [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, 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[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K('229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]
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 Accelerated filer Non-accelerated filer (Do not check
if smaller reporting company) Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). YES[ ] NO[X]
The aggregate market value of the 293,945 common shares held by non-affiliates
(i.e., excluding shares held by officers, directors and each person owning 5%
or more of the outstanding stock) as of the end of the last business day of
the registrant's most recently completed fourth fiscal quarter was $2,410,349
based on the last trading price of the stock of $8.20 as quoted by the Pink
Sheets, in the Non-NASDAQ over the counter market.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 775,585 shares of the
registrant's common stock, par value of $.25, were outstanding on December 31,
2009.
DOCUMENTS INCORPORATED BY REFERENCE
None.
OPT-SCIENCES CORPORATION AND SUBSIDIARY
FORM 10-K ANNUAL REPORT - FISCAL YEAR 2009
TABLE OF CONTENTS
Page
PART I
Item 1.Business . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 1A.Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 6
Item 1B.Unresolved Staff Consents . . . . . . . . . . . . . . . . . 6
Item 2.Properties . . . . . . . . . . . . . . . . . . . . . . . . . 6
Item 3.Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 7
Item 4.Submission of Matters to a Vote of Security Holders . . . . 7
PART II
Item 5.Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities . . . . . 7
Item 6.Selected Financial Data . . . . . . . . . . . . . . . . . . 8
Item 7.Management's Discussion and Analysis of Financial
Conditions and Results of Operations . . . . . . . . . . . 8
Item 7A.Quantitative and Qualitative Disclosures
About Market Risk . . . . . . . . . . . . . . . . . . . . 11
Item 8.Financial Statements and Supplementary Data . . . . . . . . 11
Item 9.Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . . 12
Item 9A.Controls and Procedures . . . . . . . . . . . . . . . . . 12
Item 9A(T).Controls and
Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Item 9B.Other Information . . . . . . . . . . . .. . . . . . . . . 13
PART
IIIItem 10.Directors, Executive Officers and Corporate Governance .13
Item 11.Executive Compensation . . . . . . . . . . . . . . . . . . 14
Item 12.Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters . . . . . . . . 15
Item 13.Certain Relationships and Related Transactions, and
Director Independence . . . . . . . . . . . . . . . . . . 16
Item 14.Principal Accountant Fees and Services . . . . . . . . . . 16
PART IV
Item 15.Exhibits, Financial Statement Schedules . . .. . . . . . . 17
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 302 Certification . . . . . . . . . . . . . . . . .. . . . 19
Section 906 Certification . . . . . . . . . . . . . . . . .. . . . 20
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PART I
Special Note Regarding Forward Looking Statements
Certain sections of this annual report contain forward-looking statements.
These statements relate to future events or future financial performance and
involve known and unknown risks, uncertainties and other factors that may
cause the Company's or its industry's actual results, levels of activity,
performance or achievements to be materially different from the future
results, levels of activity, performance or achievements expressed or implied
by the forward-looking statements.
In some cases, you can identify forward-looking statements by words such as
"may," "will," "should," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," or the negative of these terms or other
comparable words. These statements are only predictions. Actual events or
results may differ materially.
Although the Company believes that the expectations reflected in the forward-
looking statements are reasonable, it cannot guarantee future results, levels
of activity, performance or achievements. Moreover, neither the Company nor
any person assumes responsibility for the accuracy and completeness of these
forward- looking statements. The Company is under no duty to update any of the
forward-looking statements after the date of this report to conform its prior
statements to actual results.
ITEM 1. BUSINESS
BUSINESS OF THE COMPANY.
OVERVIEW. Opt-Sciences Corporation, formed in 1956, conducts its business
through its wholly owned subsidiary, O & S Research, Inc. Both companies are
New Jersey corporations. As used in this form 10-K, the terms 'Company', "we"
or "our" refer to the combined operations of Opt-Sciences Corporation and O &
S Research, Inc.
The Company deposits anti-glare and/or transparent conductive optical coatings
on glass used primarily to cover instrument panels in aircraft cockpits. We
also provide full glass cutting, grinding and painting operations which
augment our optical coating capabilities. Most of our products are designed to
enable pilots to read aircraft instruments in direct sunlight or at night or
in covert situations using appropriate night vision filters. This is a niche
business primarily dependent on the needs of new and used aircraft for
initially installed parts, spare parts, replacements and upgrades. It requires
custom manufacturing of small lots of products to satisfy specific
requirements identified by our customers.
The Company's business is highly dependent on a robust commercial, business,
and regional aircraft market; to a lesser degree, it is also dependent on the
military aircraft market. We generally have a four to twelve week delivery
cycle depending on product complexity, available plant capacity and required
lead time for specialty raw materials such as polarizers or filter glass. Our
sales tend to fluctuate from quarter to quarter because all orders are custom
manufactured, and customer orders are generally scheduled for delivery based
on our customer's need date, not on our ability to make shipments. Since the
Company has two customers that together represent over 60% of sales, any
significant change in the requirements of either of those customers has a
direct impact on our revenue for any given quarter. When one of these
customers defers a sizable order, sales for the following quarter may rebound
if the customer finds it necessary to replenish its inventory.
Based on our understanding of the industry and the needs of our customers, we
expect to complete and ship approximately 80% of the Fiscal Year 2009 backlog
of unshipped orders before the end of the first quarter of fiscal 2010. If we
do so, we expect first quarter sales to be approximately $800,000.
Regulatory compliance costs under the Sarbanes/Oxley Act are expected to grow
this year.
CORE PRODUCTS. The distinguishing characteristic of our business is our
optical thin film coating capability. Almost all products which we offer
incorporate an optical coating of some type. Our primary coatings are for
aircraft cockpit display applications and consist of our anti-reflection
coating used for glare reduction and our transparent conductive coating used
for electromagnetic interference shielding. We apply either or both coatings
to different types of glass face plates which are usually mounted on the front
of liquid crystal displays (LCDs), cathode ray tubes (CRTs), light emitting
diode displays(LED) and electromechanical displays (EMDs).
ANCILLARY PRODUCTS AND SERVICES. In addition to coated glass described above,
we also offer a full range of other specialty instrument glass, including
night vision filter glass, circular polarizers, touchpads, glass sandwiches
for LCDs as well as other custom designed specialty glass components and
assemblies.
STRATEGY FOR THE FUTURE. The Company continues to re-evaluate its growth
strategy pertaining to sales and marketing, production facilities and
efficiencies and our staffing methods to maximize the value of our financial
and human resources.
In Fiscal Year 2009, we laid off production employees because of our decreased
sales. For Fiscal Year 2010, we expect slightly weaker commercial and
business aircraft markets. We continue to see potential for growth in our
conductive coating business which is used primarily, but not exclusively, on
military platforms. We expect the anti-reflective coating market to decline,
since it is used primarily in the commercial and business avionics sectors
which have continued to be weak. We believe our future success is contingent
on the timely increase of our capacity to provide conductive coatings,
securing new customers, developing new products and providing adequate staff
and facilities to meet our needs.
MARKETING AND SALES. Our principal sales executive is our President, who
maintains regular contact with the largest customers and continually seeks to
develop new customers. We do not currently employ the services of
manufacturers representatives or sales personnel. O & S Research, Inc. and our
products are listed in the Thomas Register. We also maintain sales websites at
osresearch.com and optsciences.com. We engage in a low cost public relations
and advertising program. Purchasing personnel of major corporations or
governmental agencies place orders with us, based on price, delivery terms,
satisfaction of technical specifications and quality of product. Procurement
departments of customers ordinarily purchase products from us because we are
on an approved vendor list. We enhance sales prospects by providing creative
technical solutions to customer requirements. We are currently an approved
vendor for major aircraft programs. We continue to be a major supplier for the
anti-glare face plates covering the flat panel displays on the Boeing 777 and
the 737 Next Generation models of commercial aircraft and the long range
Gulfstream and Dassault Falcon business jets. We are also an approved vendor
for instrument glass used on several military aircraft platforms including the
C5 Galaxy and the C130. In Fiscal 2009, we derived approximately 62% of our
revenues from two major customers. The loss or curtailment of business with
either of these companies could have a negative impact on our operating
results.
PATENTS, TRADEMARKS AND PROPRIETARY KNOWLEDGE. We do not hold patents or have
registered trademarks. However, our customers do rely on our accumulated
experience and know-how in satisfying their instrument glass requirements.
MANUFACTURING. Our customers commonly use Liquid Crystal Displays for aircraft
cockpit instrumentation. Typically, a customer sends glass component drawings
to us for manufacturing. We generally cut the glass components from larger
pieces of glass which we purchase from multiple domestic sources, some on a
custom basis and some on a commodity basis. The two largest suppliers of such
glass to us are Europtec and Corning. We use our technology to apply a micro
thin optical non-glare and/or conductive coating to the glass. Both processes
utilize the deposition of a thin film of metal or metal oxide on the surface
of the glass. The process takes place in a heated vacuum chamber. We heat the
deposited material to over 1800 degrees Centigrade causing it to evaporate.
When the metal vapor contacts the glass, it condenses forming a very thin film
as hard as the original metal being evaporated. The thin films range in
thickness from 250 angstroms to 1500 angstroms. After quality control tests,
we ship the inspected products to our customers.
We also manufacture wedge glass lenses for electro-mechanical displays. These
lenses are manufactured from large glass sheets. The raw glass is a commodity
product which we can purchase from several glass manufacturers. The largest
supplier of such glass to us is Schott in Germany. We cut, grind and polish
the glass lenses and coat them with a micro-thin optical coating. We then ship
the lenses to the customer after clearance through quality control.
ENVIRONMENTAL MATTERS. We believe we are in material compliance with
applicable United States, New Jersey and local laws and regulations relating
to the protection of the environment, and we do not devote material resources
to such matters.
COMPETITION. Competition is based on product quality, price, reputation and
ability to meet delivery deadlines. The market for our products is very
competitive. The type and amount of instrument glass consumed is subject to
changes in display technology and in ongoing reduction in the number of
displays used on both new aircraft and retrofitted aircraft. Our competitors
include JDSU, Metavac, Mod A Can, Tyrolit, Schott Glass and Hoya Optics. Our
competitors generally have significantly more financial, technical and human
resources than we do. Because of this, our competitors have the capacity to
respond more quickly to emerging technologies and customer preferences and may
devote greater resources to development, promotion and sale of their products
than we can. This competition could result, and in the past has resulted, in
price reductions, reduced margins and lower market share.
EMPLOYEES. As of October 31, 2009, we employed 40 employees, of which 38 were
full time individuals and none of whom are members of organized labor. This
represents a decrease of 13 full time employees from the end of Fiscal 2008.
We expect to make further adjustments to our employee levels based on changes
in the market and our specific efforts to improve efficiencies and customer
service. We believe we have a good relationship with our employees. We are
subject to the federal minimum wage and hour laws and provide various routine
employee benefits such as life and health insurance. We also provide a 401K
Plan for the benefit of all our employees; we do not have a stock option plan.
The 401K Plan includes a matching contribution from us representing $0.50 for
each $1.00 an employee contributes up to 6% of the employee's base wages.
AVAILABLE INFORMATION. We maintain a website, optsciences.com, where you may
find additional information about our Company. Additional Company filings are
available at the Securities & Exchange Commission's website, sec.gov. On our
website, optsciences.com, we provide links to our SEC filings, to the SEC
itself, to Yahoo for the latest stock quotations, to our transfer agent,
StockTrans, and to our manufacturing subsidiary, O & S Research, Inc.
ITEM 1A. RISK FACTORS. Smaller reporting companies are not required to provide
the information required by this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS. None
ITEM 2. PROPERTIES
We conduct our operations at our principal office and manufacturing facility
located in the East Riverton Section of Cinnaminson, New Jersey. We own this
1.4 acre property in fee simple, and the property is not encumbered by any
lien or mortgage. The cinderblock and masonry facility contains approximately
11,000 square feet of manufacturing space and approximately 1,200 square feet
of office space. We also own and utilize a building containing 500 square feet
of warehouse and 7,500 square feet of manufacturing space on premises adjacent
to the main manufacturing facility. In addition, we lease on a year to year
basis 5,000 square feet in Riverton, New Jersey for general warehouse and
material storage.
ITEM 3. LEGAL PROCEEDINGS
We are subject from time to time to certain claims and litigation in the
ordinary course of business. It is the opinion of management that the outcome
of such matters will not have a material adverse effect on our combined
financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended October 31, 2009.
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, AND ISSUER PURCHASES OF EQUITY
SECURITIES
Our Common Shares are not listed on an established public trading market, but
are quoted by the Pink Sheets, in the non-NASDAQ over the counter market. The
symbol for our Shares is OPST. Only limited and sporadic trading occurs.
Subject to the foregoing qualification, the following table sets forth the
range of bid quotations, for the calendar quarter indicated, as quoted by Pink
Sheets LLC., and reflects inter-dealer prices, without retail mark up, mark
down or commission and may not necessarily represent actual transactions.
Fiscal 2008 Bid Price Fiscal 2009 Bid Price
1st Quarter $10.05 - $11.50 1st Quarter $5.55 - $8.50
2nd Quarter 10.50 - 13.10 2nd Quarter 5.25 - 6.36
3rd Quarter 8.25 - 13.25 3rd Quarter 5.68 - 7.17
4th Quarter 7.80 - 9.50 4th Quarter 7.17 - 9.00
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As of December 31, 2009 the closing bid for the Common Stock was $8.51. The
closing ask price was $11.95. The Company had 906 stockholders of record of
its Common Stock as of December 31, 2009.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The Company does not have any equity compensation plan in place and did not
issue any equity securities to any person during Fiscal Year 2009.
DISTRIBUTIONS
We did not declare or pay any dividend on our Common Stock during Fiscal Year
2009. Although there is no prohibition on payment of dividends, we do not
anticipate the payment of dividends on our Common Stock in the foreseeable
future.
RECENT SALES OF UNREGISTERED SECURITIES
We did not sell unregistered securities during the three fiscal years ended
October 31, 2009.
REPURCHASES OF COMMON STOCK
The Company did not repurchase any of its common stock during the year ended
October 31, 2009.
ITEM 6. SELECTED FINANCIAL DATA
We are not required to supply this information because we are a smaller
reporting company.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management's discussion and analysis of financial condition and results of
operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP"). The preparation of
these 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. Specifically, inventory is estimated
quarterly and reconciled at the end of the fiscal year when a detailed audit
is conducted (also see Consolidated Financial Statements, Note 1. Summary of
Significant Accounting Policies and Note 2. Inventories).
GENERAL.
This Management's Discussion and Analysis as of October 31, 2009, should be
read in conjunction with the audited consolidated financial statements and
notes thereto set forth in this report. It also contains forward looking
statements as defined in Part I hereof.
LIQUIDITY AND CAPITAL RESOURCES.
We have sufficient liquidity and credit to fund our contemplated capital and
operating activities through Fiscal 2010.
We continue to use our working capital to finance current operations,
including equipment purchases, capital improvements, inventory, payroll and
accounts receivable.
Our cash increased during Fiscal 2009 to $7,606,849 from $6,926,000 at the end
of Fiscal 2008. This increase was due primarily to the reduction in customer
receivables, the sale of investment securities and the contribution from
operating profit. Other income declined from the prior year primarily due to
realized losses on the sale of securities and lower interest rates. Our total
current assets decreased $73,493 to $9,390,833 in Fiscal 2009 from $9,464,326
in Fiscal 2008.
Because of changes in the marketplace and an increasingly competitive
environment, we believe it may be necessary to make future investments in new
equipment and processes to compete successfully in the aerospace and
commercial display markets.
RESULTS OF OPERATIONS: FISCAL YEAR 2009
NET SALES
Net sales of $4,881,311 for the Fiscal Year 2009 decreased $1,867,380 or
approximately 28% from Fiscal 2008. This decrease was due to decreased demand
for our products stemming from the steep decline of the business jet market
during 2009.
COST OF SALES
Cost of sales decreased $853,977 or 19% for Fiscal 2009 compared to Fiscal
2008. This decrease is not as large as the percentage decrease in sales,
primarily due to a loss in economies of scale in adapting to reduced market
demand for Company products in a weak domestic economy. Cost of sales is
comprised of raw materials, manufacturing direct labor and overhead expenses.
The overhead portion of cost of sales is primarily comprised of salaries,
medical and dental benefits, building expenses, production supplies, and costs
related to our production, inventory control and quality departments.
OPERATING EXPENSES
We reduced operating expenses for Fiscal 2009 to $780,365, a decrease of
$229,292 or approximately 23% from Fiscal 2008, as we cut costs modestly to
economize in an adverse economic environment. Operating expenses include both
General and Administrative expenses and Sales and Delivery expenses. Our
General and Administrative expenses consist of marketing and business
development expenses, professional expenses, salaries and benefits for
executive and administrative personnel, hiring, legal, accounting, and other
general corporate expenses.
OPERATING INCOME
Operating income decreased $784,111 or approximately 78% to $489,051 in Fiscal
2009 from $1,273,162 in 2008. The decrease from Fiscal 2008 is primarily due
to the decrease in sales revenues and losses of economies of scale.
OTHER INCOME
Other income for Fiscal Year 2009 ended the year with a net loss of $17,557.
This is compared to a gain of $182,828 for Fiscal Year 2008. This large
decline is mainly attributable to recognition of $148,269 in capital losses
from the Company's portfolio of marketable securities and to lower interest
rates.
NET INCOME
Net income of $271,780 or $0.35 per share for Fiscal 2009 decreased
approximately 68% from $858,695 or $1.11 per share for Fiscal 2008 as a result
of the factors described above.
BACKLOG OF ORDERS
Our backlog of unshipped orders stood at $1,019,100 at the end of Fiscal Year
2009, down $764,000 from the end of Fiscal Year 2008 and down $122,000 from
the end of the third quarter. Due to recent market trends stemming from the
financial credit squeeze, we anticipate that the backlog will fluctuate around
it's current level during fiscal 2010. Of the backlog of orders existing at
year end, we expect to deliver 80% within the first quarter of Fiscal Year
2010.
RESULTS OF OPERATIONS: FISCAL YEAR 2008
Fiscal 2008 ended with net sales of $6,748,691 an increase of approximately
$1,035,881 or 18% over Fiscal 2007. The significant increase in total sales
for 2008 over 2007 was primarily due to a substantial increase in the demand
for coated glass products by two of our principal customers because of an
increase in demand for Boeing 777 and 737NG commercial aircraft, and from a
higher demand for business aircraft which utilize instrumentation cover glass
manufactured by the Company. Operating expenses, including selling expenses,
were $1,009,657 for Fiscal 2008, an increase of $85,715 over Fiscal 2007.
Operating income increased $185,455 or 17% to $1,273,162 in Fiscal 2008 from
$1,087,707 in 2007. Interest and other income of $182,028 for Fiscal 2008
decreased from $314,452 for Fiscal 2007. Net income after taxes of $858,695
or $1.11 per share for Fiscal 2008 increased slightly from $832,761 or $1.07
per share for Fiscal 2007.
INFLATION
During the three year period that ended on October 31, 2009, inflation did not
have a material effect on our operating results.
OFF BALANCE SHEET ARRANGEMENTS
We do not currently have any off balance sheet arrangements.
DECLINE IN VALUE OF COMPANY INVESTMENTS
As of October 31, 2009, the fair market value of the Company's investments in
marketable securities was $469,468. The Company had paid $575,942 for such
securities. In the judgment of Management, the resulting unrealized loss of
$106,474 is generally reflective of the precipitous decline in the stock
market during the last six months of the Fiscal Year 2008 and during the first
half of Fiscal Year 2009. This matter is detailed in Note 3 to the Financial
Statements. There is no assurance that the fair value of these securities in
the future will increase to the cost basis. Even if there is a general
recovery in the stock market, there is no assurance that these unrealized
losses will be substantially reduced.
COMPANY RISK FACTORS
An investment in our common stock involves investment risks. A prospective
investor should evaluate all information about us and the risk factors
discussed below in relation to his financial circumstances before investing in
us.
1. The downturn in the economy has had an adverse effect on the purchase of
new aircraft and on the retrofitting of old aircraft. Because of the long
lead times required in the production of aircraft and the upgrading of legacy
fleets, we do not know with certainty how long our Company's prospects shall
be adversely affected.
2. Most of our commercial aircraft display products are for use in Boeing
aircraft. The impact of Boeing's sales on the Company is difficult to project
with a high degree of accuracy. The Boeing 787s scheduled for delivery in 2010
will utilize proprietary cockpit displays of RockwellCollins which currently
does not purchase instrument glass from us for these kinds of displays. Future
upgrades of Boeing commercial aircraft may utilize the RockwellCollins system.
Such a change would have an adverse effect on the Company.
3. The future market for our business aircraft instrument glass presently
appears to be weak and the Company has had to hold pricing on several major
product offerings to maintain good customer relations. This ultimately causes
an erosion of profit margins unless more productive and efficient means of
production are implemented.
4. Our product offerings are concentrated. During Fiscal 2009 we derived 95%
of our revenues from instrument glass used for avionics and related aerospace
products.
5. Our revenues come from a limited number of customers, with approximately
62% of sales arising from two customers.
6. For a major portion of our business, we rely on raw materials manufactured
exclusively in Japan. An interruption of supplies from Japan would have a
significant impact on sales and our ability to support our customers.
7. Our success depends on the efforts and expertise of our President, Anderson
L. McCabe. He is our chief executive officer, our chief financial officer and
our principal marketing officer. His death, disability or termination of
employment would adversely affect the future of our Company. We do not have
employment contracts with Mr. McCabe or other management personnel. We do not
maintain key man life insurance on Mr. McCabe or other key personnel.
8. Our future revenues and operating results change from quarter to quarter
due to a number of factors, some of which are adverse, such as:
- Reduced demand for our avionics related instrument glass;
- Aggressive price competition by our competitors;
- The introduction of alternate display products which do not utilize our
products, such as rear projection displays;
- Overdue deliveries to our customers; and
- Negative changes to the operational plans of our customers.
9. The market for our products is very competitive.
10. The technology being used for aircraft instruments continues to change.
The use of wedge glass displays is becoming obsolete. Demand for anti-
reflective coating on instrument panels is weak, and fewer, larger panels are
commonly used in new and upgraded instrument systems. We see an increasing
need for conductive coatings on instrument panels, which we hope will offset
the effect of declining sales of coated wedge glass and anti-reflective
instrument glass.
11. Our industry is subject to significant risk from outside influences, such
as terrorist attacks (9/11) and biological epidemics (SARS and Avian flu
outbreaks in Asia) and, more recently, a possible outbreak of the swine flu
(H1N1 virus). Other factors that may in the future influence our industry are
inflation, changes in diplomatic and trade relations with other countries,
political and economic stability, tariffs, trade barriers and other regulatory
barriers.
12. Purchase orders from our customers may include extensive product
warranties. Accordingly, warranty claims may have an adverse effect on our
future operating results.
ITEM 7A. QUALITATIVE AND QUANTITIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to supply information on
this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements, the notes thereto, and the reports
thereon by Goff Backa, Alfera & Company, LLC. dated January 26, 2010, are
filed as part of this report starting on page 23 below.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer ('CEO and CFO'), has evaluated
the effectiveness of our disclosure controls and procedures as defined in
Rules 13a-15 promulgated under the Securities Exchange Act of 1934, as amended
(the 'Exchange Act'), as of the end of the period covered by this annual
report. Based on such evaluation, our CEO and CFO has concluded that, as of
the end of the period covered by this annual report, our disclosure controls
and procedures are effective. Disclosure controls and procedures are controls
and procedures designed to ensure that information required to be disclosed in
our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules
and forms and include controls and procedures designed to ensure that
information we are required to disclose in such reports is accumulated and
communicated to management, including our CEO and CFO, as appropriate to allow
timely decisions regarding required disclosure.
ITEM 9A(T). CONTROLS AND PROCEDURES
Management's Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Exchange Act.
Internal control over financial reporting is defined under the Exchange Act as
a process designed by, or under the supervision of, our CEO and CFO and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that:
-Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect our transactions and the disposition of our assets;
-Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of our management and
directors; and
-Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Because of its inherent limitation, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluations
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies and procedures may deteriorate. Accordingly,
even an effective system of internal control over financial reporting will
provide only reasonable assurance with respect to financial statement
preparation.
Our management, under the supervision and with the participation of our CEO
and CFO, evaluated the effectiveness of the Company's internal control over
financial reporting as of October 31, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control ' Integrated
Framework and SEC guidance on conducting such assessments by smaller reporting
companies and non-accelerated filers. Based on this evaluation and those
criteria, our management, with the participation of our CEO and CFO, concluded
that, as of October 31, 2009, our internal control over financial reporting
was effective.
This annual report does not include an attestation report of our independent
registered public accounting firm regarding our internal control over
financial reporting. Management's report was not subject to attestation by
our independent registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management's report in this annual report.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f)) that occurred during
the fiscal year ended October 31, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
INFORMATION REGARDING EXECUTIVE OFFICERS AND DIRECTORS
Our Directors serve until the next annual meeting of stockholders, or until
their successors have been elected. Our officers serve at the pleasure of the
Board of Directors.
Anderson L. McCabe, 54 years old, is our President, Chief Executive Officer
and Chief Financial Officer. He graduated from the University of South
Carolina in 1977 and received a B.S. in Chemical Engineering. From 1977 to
1985, he was employed by United Engineers and Constructors, Inc., a subsidiary
of Raytheon Corporation as Process Engineer with managerial responsibilities.
In 1986 he became our president. He has been director of the Company since
1987.
Arthur J. Kania, 78 years old, is our Secretary. He is not active in our day-
to-day operations. Mr. Kania's principal occupations during the past five
years have been as Principal of Trikan Associates (real estate ownership and
management - investment firm); and as a partner of the law firm of Kania,
Lindner, Lasak and Feeney. He has been a director of the Company since 1977.
Arthur J. Kania, Jr., 54 years old, has been a director of the Company since
1987. He is not active in our day-to-day operations. He is a principal of
Trikan Associates (real estate ownership and management-investment firm) and
vice-president of Newtown Street Road Associates (real estate ownership and
management).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and any person
owning ten percent or more of the Company's common stock, to file in their
personal capacities initial statements of beneficial ownership, statements of
change in beneficial ownership and annual statements of beneficial ownership
with the Securities and Exchange Commission (the "SEC"). Persons filing such
beneficial ownership arrangements are required by SEC regulation to furnish to
the Company copies of all such statements filed with the SEC. The rules of the
SEC regarding the filing of such statements require that "late filings" of
such statements be disclosed in the Company's information statement. Based
solely on the Company's review of copies of such statements received by, and
on representations from, the Company's existing directors and officers that no
annual statements of beneficial ownership were required to be filed by such
persons, the Company believes that all such statements were timely filed in
2009.
BOARD MEETINGS AND COMMITTEES
Audit Committee and Audit Committee Financial Expert
Our Board of Directors functions as an audit committee and performs some of
the same functions as an audit committee including: (1) selection and
oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; and (3) engaging outside advisors. We are not a
"listed company" under SEC rules and are therefore not required to have an
audit committee with independent directors. Our Board of Directors does not
have an independent director. Our Board of Directors has determined that each
of its members is able to read and understand fundamental financial statements
and has substantial relevant business and accounting experience. Accordingly,
the Board of Directors believes that each of its members has sufficient
knowledge and experience necessary to fulfill the duties and obligations that
an audit committee would have in a company such as ours.
Board Meetings; Nominating and Compensation Committees
Given the small size of the Company and its limited staff and operations, its
directors frequently make determinations informally by telephone calls or by
written consent. The meeting, before and after the Annual Shareholders
Meeting, was attended by all directors. We pay each of our Directors a fixed
annual stipend for acting as Director. No such payment shall preclude any
director from serving us in any other capacity and receiving compensation
therefor. A total of $5,000 has been paid to each director for services as
director during the last fiscal year.
We are not a "listed company" under SEC rules and are therefore not required
to have a compensation committee or a nominating committee. We do not
currently have a compensation committee. Our Board of Directors is currently
comprised of only three members, one of whom acts as Chief Executive Officer
and Chief Financial Officer.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued to its sole executive officer during the past two
fiscal years.
SUMMARY COMPENSATION TABLE
(a) (b) (c) (d) (e) (f)
Name and Fiscal Salary($) Bonus($) All Other Total
Principal Positions Year (1) Compensation
Compensation
------------------- ------ --------- -------- ------------ -----------
-
Anderson L. McCabe 2009 $130,000 $15,000 $ 9,249 $154,249
President, CEO, CFO, 2008 $125,000 $25,000 $12,624* $162,624
Treasurer and Director
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*Includes an annual retainer as Director of Company of $5,000 for 2009 and
$7,500 for 2008 and a 401K Contribution of $4,249 for 2009 and $5,124 for 2008.
OPTION/SAR GRANTS; DEFERRED EXECUTIVE COMPENSATION PLAN; EQUITY COMPENSATION
PLAN
The Company did not grant restricted stock awards, stock options or stock
appreciation rights during Fiscal Year 2009, nor does it have any of such
awards, options or rights outstanding from prior years. The Company does not
have any deferred executive compensation plan. The Company does not have any
securities authorized for issuance under an equity compensation plan.
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2009
The following table sets forth the compensation of our non-employee directors.
Our employee director, Anderson L. McCabe, receives the same compensation as
the other directors for his services as director. His director fees are
included in his total compensation in the Summary Compensation Table above.
Name Cash Retainer Total Compensation
Arthur J. Kania $ 5,000* $ 5,000
Arthur J. Kania, Jr. $ 5,000 $ 5,000
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*Excludes payments for legal services to law firm of which Mr. Kania is a
partner. See Certain Transactions and Relationships below.
CODE OF ETHICS
The Company's Code of Ethics is posted at its website at optsciences.com. It
applies to all employees, including the CEO, CFO, principal accounting officer
and persons performing similar functions.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. The following table sets forth common stock
ownership information as of the record date with respect to (i)each person
known to us to be the beneficial owner of more than 5% of our issued and
outstanding common stock; and(ii)each of our directors and executive officers.
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owner Class
Arthur John Kania Trust 3/30/67 510,853 66%
Rose Sayen, Trustee
560 E. Lancaster Avenue, Suite 108
St. Davids, PA 19087-5049
Security Ownership of Directors and Officers:
Name and Address of Amount and Nature of Percent of
Beneficial Owner Beneficial Owner Class
Anderson L. McCabe 1,064(1) *
P.O. Box 221
1912 Bannard Street
Riverton, N.J. 08077
Arthur J. Kania 23,723(1) 3%
560 E. Lancaster Avenue, Suite 108
St. Davids, PA 19087-5049
Arthur J. Kania, Jr. 0(1) *
560 E. Lancaster Avenue, Suite 108
St. Davids, PA 19087
Directors and Officers As a Group 24,787(1) 3%
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*Less than 1% of the outstanding Common Stock
1. Excludes 510,853 shares (66% of the outstanding shares) owned by a trust
for the benefit of Arthur J. Kania's children and a total of 10,000 shares
(1.3% of the outstanding shares) owned by separate trusts for the benefit of
each of Arthur J. Kania's grandchildren. Mr. Kania has no voting power or
investment power with respect to such securities and disclaims beneficial
ownership in all such shares. Mr. McCabe, husband of a beneficiary of the
first aforementioned trust, disclaims beneficial ownership in all such shares.
Arthur J. Kania, Jr., a son of Arthur J. Kania, is a beneficiary of the first
aforementioned trust and father of beneficiaries of the second aforementioned
trusts, but has no voting power and no investment power over such shares in
said trusts and is not a beneficial owner under the applicable rules.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Arthur J. Kania is the father of Arthur J. Kania, Jr. and the father-in-law of
Anderson L. McCabe. Those individuals constitute the Board of Directors.
Anderson L. McCabe is the sole executive officer. Rose Sayen, an employee of
Arthur J. Kania, is the Trustee of the Arthur J. Kania Trust, which is the
principal shareholder of the Company.
During Fiscal year 2009, we incurred legal fees of $47,250 to the firm of
Kania, Lindner, Lasak and Feeney, of which Arthur J. Kania is the Senior
partner. Mr. Kania does not share or participate in fees generated from the
Company.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Type 2008 2009
Audit Fees: $32,202 $34,470
Audit Related Fees: -0- -0-
Tax Fees -0- -0-
Other Fees -0- -0-
------- -------
Total Fees $32,202 $34,470
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(1) AUDIT FEES
This category includes the aggregate fees billed or accrued for each of the
last two fiscal years for professional services rendered by the independent
auditors for the audit of the Company's annual financial statements and review
of financial statements included in the Company's Annual and Quarterly Reports
filed with the SEC or services that are normally provided by the accountant in
connection with other statutory and regulatory filings or engagements for
those fiscal years.
(2) AUDIT-RELATED FEES
This category includes the aggregate fees billed in each of the last two
fiscal years for services by the independent auditors that are reasonably
related to the performance of the audits of the financial statements and are
not reported above under 'Audit Fees'.
(3) TAX FEES
This category includes the aggregate fees billed in each of the last two years
for professional services rendered by the independent auditors for tax
compliance, tax planning and tax advice.
(4) ALL OTHER FEES
This category includes the aggregate fees billed in each of the last two
fiscal years for products and services by the independent auditors that are
not reported under 'Audit Fees', 'Audit Related Fees', or 'Tax Fees.'
RE-APPROVAL POLICIES AND PROCEDURES
Before the accountant is engaged by the issuer to render audit or non-audit
services, the engagement is approved by the Company's Board of Directors
acting as the audit committee.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
The following exhibits are incorporated by reference or included as part of
this report:
Exhibit Number Description
3.1; 3.2 Articles of Incorporation and By-Laws incorporated by reference to
the Form 10-KSB filed by the registrant with the SEC on February 10, 1998 for
its fiscal year ended November 1, 1997 starting on page 22.
21. List of Subsidiaries incorporated by reference to the Form 10-KSB filed by
the registrant with the SEC on February 10, 1998 for its fiscal year ended
November 1, 1997 starting on page 54.
31. Certification pursuant to Section 302 of the Sarbanes Oxley Act included
as an exhibit to this Form 10K.
32. Certification pursuant to Section 906 of the Sarbanes Oxley Act included
as an exhibit to this Form 10K.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
OPT-SCIENCES CORPORATION
Date: January 26, 2010
By: /s/Anderson L. McCabe
Anderson L. McCabe, President
|
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
SignatureTitleDate/s/ Anderson L. McCabe President, CEO, CFO & DirectorJanuary
26, 2010Anderson L. McCabe/s/ Arthur J. KaniaSecretary & DirectorJanuary 26,
2010Arthur J. Kania/s/ Arthur J. Kania, Jr.DirectorJanuary 26, 2010Arthur J.
Kania, Jr./s/ Lorraine DomaskChief AccountantJanuary 26, 2010Lorraine Domask
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Table of Contents
SECTION 302 CERTIFICATION
I, Anderson L. McCabe, President, Chief Executive Officer and Chief
Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of OPT-SCIENCES
CORPORATION;
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2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control of financial reporting, to the
registrant's auditors and the audit committee of registrant's board of
directors (or person performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
Date: January 26, 2010
By: /s/Anderson L. McCabe
Anderson L. McCabe
President, Chief Executive Officer and
Chief Financial Officer
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Table of Contents
SECTION 906 CERTIFICATION
I, Anderson L. McCabe, Chief Executive Officer and Chief Financial Officer of
OPT-SCIENCES CORPORATION (the "Company"), certify, pursuant to section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
(1) the Annual Report on Form 10K of the Company for the fiscal year ended
October 31, 2009 (the "Report') fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or 78o(d); and (2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of
the Company.
Date: January 26, 2010
By: /s/Anderson L. McCabe
Anderson L. McCabe
President, Chief Executive Officer and
Chief Financial Officer
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OPT - Sciences Corporation
And Subsidiary
Financial Statements
Years Ended October 31, 2009 and November 1, 2008
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm 23
Consolidated Balance Sheets 24
Consolidated Statements of Income 26
Consolidated Statements of
Stockholders' Equity and Comprehensive Income 27
Consolidated Statements of Cash Flows 28
Notes to Consolidated Financial Statements 30
Report of Independent Registered Public Accounting Firm
To Stockholders and Board of Directors
OPT-Sciences Corporation
We have audited the accompanying consolidated balance sheets of OPT-
Sciences
Corporation and Subsidiary as of October 31, 2009 and November 1, 2008 and the
related statements of operations, stockholders' equity and comprehensive
income and cash flows for each of the fiscal years in the two year period
ended October 31, 2009. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal control
over financial reporting. Accordingly, we express no opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of OPT-Sciences
Corporation and Subsidiary as of October 31, 2009 and November 1, 2008 and the
consolidated results of their operations and their cash flows for each of the
fiscal years in the two year period ended October 31, 2009 in conformity with
U.S. generally accepted accounting principles.
Goff, Backa, Alfera & company, LLC
Pittsburgh, Pennsylvania
January 26, 2010
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these financial statements
ASSETS
October 31, November 1,
2009 2008
CURRENT ASSETS
Cash and cash equivalents $ 7,606,849 $ 6,926,000
Trade accounts receivable 594,167 1,119,550
Inventories 558,609 611,180
Prepaid expenses 13,482 18,294
Loans and exchanges 10,058 6,768
Prepaid income taxes 138,200 -0-
Deferred income taxes -0- 112,216
Marketable securities 469,468 670,318
Total current assets 9,390,833 9,464,326
PROPERTY AND EQUIPMENT
Land 114,006 114,006
Building and improvements 606,244 567,624
Machinery and equipment 2,094,592 1,559,418
Small tools 53,580 53,580
Furniture and fixtures 10,438 8,775
Office equipment 82,651 74,611
Automobiles 71,211 71,211
Total property and equipment 3,032,722 2,449,225
Less accumulated depreciation 1,950,701 1,757,880
Net property and equipment 1,082,021 691,345
OTHER ASSETS
Deposits 2,837 244,904
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Total assets $10,475,691 $10,400,575
Opt-Sciences Corporation
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these financial statements
LIABILITIES AND STOCKHOLDERS' EQUITY
October 31, 2009 November 1, 2008
CURRENT LIABILITIES
Accounts payable - trade $ 41,761 $ 203,282
Accrued income taxes -0- 40,912
Accrued salaries and wages 112,636 268,758
Accrued professional fees 69,695 50,500
Deferred income taxes 33,651 -0-
Other current liabilities 2,310 29,546
Total current liabilities 260,053 592,998
STOCKHOLDERS' EQUITY
Common capital stock - par value
$.25 per share - authorized
and issued 1,000,000 shares 250,000 250,000
Additional paid in capital 272,695 272,695
Retained earnings 9,940,851 9,669,071
Accumulated other comprehensive
income:
Unrealized holding (loss)
on marketable securities (60,690) (196,971)
Less treasury stock at cost -
224,415 shares (187,218) (187,218)
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Total stockholders' equity 10,215,638 9,807,577
Total liabilities and
stockholders' equity $10,475,691 $ 10,400,575
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF INCOME
The accompanying notes are an integral part of these financial statements
Fiscal Year Ended Fiscal Year Ended
October 31, 2009 November 1, 2008
(52 weeks) (53 weeks)
NET SALES $ 4,881,311 $ 6,748,691
COST OF SALES 3,611,895 4,465,872
Gross profit on sales 1,269,416 2,282,819
OPERATING EXPENSES
Sales & delivery 26,178 50,721
General and administrative 754,187 958,936
Total operating expenses 780,365 1,009,657
Operating income 489,051 1,273,162
OTHER INCOME (LOSS) (17,557) 182,828
Net Income before taxes 471,494 1,455,990
FEDERAL AND STATE INCOME TAXES 199,714 597,295
Net income 271,780 858,695
EARNINGS PER SHARE OF
COMMON STOCK 0.35 1.11
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Weighted average number
of shares 775,585 775,585
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
The accompanying notes are an integral part of these financial statements
Accumulated
Other
Common Paid-in Retained Comprehensive Treasury
Stock Capital Earnings Income Stock Total
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BALANCE
OCTOBER 31,
2007
$250,000 $272,695 $8,810,376 $18,879 $(187,218) $9,164,732
Net income
for fiscal
year ended
November 1,
2008 858,695 858,695
Unrealized
holding losses
on securities
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arising during
period, net of tax
of $162,834 ______ ________ ________ (215,850) _________ (215,850)
TOTAL COMPREHENSIVE INCOME 642,845
BALANCE
NOVEMBER 1,
2008 $250,000 $272,695 $9,669,071 $(196,971) $(187,218) $9,807,577
Net income for
fiscal year
ended October 31,
2009 271,780 271,780
Unrealized
holding gains
on securities
arising during
period, net of
tax of $102,808 _________ _______ _______ 136,281 ________ 136,281
TOTAL
COMPREHENSIVE
INCOME 408,061
BALANCE
OCTOBER 31,
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2009 $250,000 $272,695 $9,940,851 $(60,690) $(187,218) $10,215,638
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements
Fiscal Year Ended Fiscal Year Ended
October 31, 2009 November 1, 2008
(52 weeks) (53 weeks)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 271,780 $ 858,695
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 192,821 113,594
Loss on sale of securities 148,269 38,740
Loss on asset retirements -0- 13,402
Deferred income taxes 43,059 20,518
Decrease (increase) in:
Accounts receivable 525,383 (106,891)
Inventories 52,571 (18,520)
Prepaid expenses 4,812 2,780
Prepaid income taxes (138,200) -0-
Loans and exchanges (3,290) (2,378)
(Decrease) increase in:
Accounts payable (161,521) 116,523
Accrued income taxes (40,912) (227,068)
Accrued salaries and wages (156,122) (3,570)
Accrued professional fees 19,195 2,000
Other current liabilities (27,236) 11,551
Net cash provided by operating activities 730,609 819,376
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (341,430) (230,833)
Purchases of securities (66,999) (672,884)
Proceeds from sale of securities 358,669 475,304
Deposits -0- (242,067)
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Net cash (used) by investing activities (49,760) (670,480)
Opt-Sciences Corporation
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these financial statements
Fiscal Year Ended Fiscal Year Ended
October 31, 2009 November 1, 2008
(52 weeks) (53 weeks)
Increase in cash $ 680,849 $ 148,896
Cash and cash equivalents
at beginning of period 6,926,000 6,777,104
Cash and cash equivalents
at end of period $ 7,606,849 $ 6,926,000
SUPPLEMENTAL DISCLOSURES:
Interest paid -0- -0-
Income taxes paid $ 335,767 $ 803,845
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OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of OPT-Sciences
Corporation and its wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers certificates of deposit and debt securities purchased
with a maturity of three months or less to be cash equivalents.
Line of Business and Credit Concentration
The Company, through its wholly owned subsidiary, is engaged in the business
of applying anti-reflective, conductive and/or other coatings to the
faceplates of instruments for aircraft cockpits. The Company grants credit to
companies within the aerospace industry.
Accounts Receivable
Bad debts are charged to operations in the year in which the account is
determined to be uncollectible. If the allowance method for doubtful accounts
were used, it would not have a material effect on the financial statements.
Inventories
Raw materials are stated at the lower of average cost or market. Work in
process and finished goods are stated at accumulated cost of raw material,
labor and overhead, or market, whichever is lower. Market is net realizable
value.
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Marketable Securities
Marketable securities consist of debt and equity securities and mutual funds.
Equity securities include both common and preferred stock.
The Company's investment securities are classified as 'available-for-sale'.
Accordingly, unrealized gains and losses and the related deferred income tax
effects when material, are excluded from earnings and reported as a separate
component of stockholders' equity as accumulated other comprehensive income.
Realized gains or losses are computed based on specific identification of the
securities sold.
Property and Equipment
Property and equipment are comprised of land, building and improvements,
machinery and equipment, small tools, furniture and fixtures, office equipment
and automobiles. These assets are recorded at cost.
Depreciation for financial statement purposes is calculated over estimated
useful lives of three to twenty-five years, using the straight-line method.
Maintenance and repairs are charged to expense as incurred.
Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.
Employee Benefit Plans
On October 1, 1998, the Company implemented a 401(k) profit sharing plan. All
eligible employees of the Company are covered by the Plan. Company
contributions are voluntary and at the discretion of the Board of Directors.
Company contributions were $ 33,616 and $38,886 for the years ended October
31, 2009 and November 1, 2008, respectively.
Earnings per Common Share
Earnings per common share were computed by dividing net income by the weighted
average number of common shares outstanding.
Consideration of Subsequent Events
These financial statements were approved and authorized for issue by the Board
of Directors on January 26, 2010.
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - Inventories
Inventories
Inventories consisted of the
following:
October 31, November 1,
2009 2008
Raw materials and supplies $ 221,791 $216,404
Work in progress 182,607 328,852
Finished goods 154,211 65,924
$ 558,609 611,180
|
NOTE 3- Marketable Securities
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
October 31, 2009
Common stock $ 28,559 -0- (4,952) 23,607
Preferred stock 237,567 -0- (25,279) 212,288
Municipal bonds 40,000 -0- (15,880) 24,120
Mutual funds 269,816 -0- (60,363) 209,453
$ 575,942 -0- $(106,474) $ 469,468
November 1, 2008
Common stock $ 243,367 $ -0- $ (59,187) $ 184,180
Preferred stock 312,567 -0- (111,893) 200,674
Municipal bonds 55,333 -0- (3,815) 51,518
Mutual funds 404,614 -0- (170,668) 233,946
$ 1,015,881 $ -0- $(345,563) $ 670,318
|
Sales of securities available for sale during the years ended October 31,
2009 and November 1, 2008 were as follows:
2009 2008
Proceeds from sales $ 358,669 $ 475 303
Gross realized gains $ 21,966 $ 38,363
Gross realized losses $ 170,235 $ 77,103
|
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 - Income Taxes
The income tax expense of the Company consists of the following:
2009 2008
Current tax expense:
Federal $ 92,990 $ 437,665
State 63,665 139,112
Total 156,655 576,777
Deferred tax expense:
Federal 55,303 20,183
State (12,244) 335
Total 43,059 20,518
Income Tax Expense $ 199,714 $ 597,295
|
At October 31, 2009, the Company had a deferred tax asset of $114,008 and a
deferred tax liability of $193,443, resulting in a net deferred tax liability
of $79,435.
At November 1, 2008, the Company had a deferred tax asset of $62,334 and a
deferred tax liability of $98,710, resulting in a net deferred tax liability
of $36,376.
Deferred income taxes result from significant temporary differences between
income for financial reporting purposes and taxable income. These differences
arose principally from the use of accelerated tax depreciation and the carry
forward of capital and net operating losses.
At October 31, 2009, the Company had capital loss carry forwards of $214,994
expiring in 2010 through 2014. All of these losses are deemed to be usable
before expiration.
OPT-Sciences Corporation and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - Major Customers
Two customers accounted for $4,091,031 of net sales during the year ended
November 1, 2008. The amount due from these customers, included in trade
accounts receivable, was $164,286 on November 1, 2008.
Two customers accounted for $3,044,045 of net sales during the year ended
October 31, 2009. The amount due from these customers, included in trade
accounts receivable, was $386,877 on October 31, 2009.
NOTE 6 - Concentration of Credit Risk of Financial Instruments
The Company has various demand and time deposits with financial institutions
where the amount of the deposits exceeds the federal insurance limits of the
institution on such deposits. The maximum amount of accounting loss that
would be incurred if an individual or group that makes up the concentration of
the deposits failed completely to perform according to the terms of the
deposit was approximately $6,400,000 on October 31, 2009.
NOTE 7 - Related Party Transactions
During fiscal years 2009 and 2008, the Company incurred legal fees of $47,500
and $45,000, respectively to the firm of Kania, Lindner, Lasak and Feeney, of
which Mr. Arthur Kania, a shareholder and director, is senior partner. Of the
legal fees, $47,500 and $45,000 were included in accounts payable at October
31, 2009 and November 1, 2008, respectively.
NOTE 8 - Fair Value Measurements
Effective January 1, 2008, the Company adopted FASB ASC Topic 820, Fair Value
Measurements and Disclosures, which, among other things, requires enhanced
disclosures about assets and liabilities carried at fair value. FASB ASC Topic
820 establishes a hierarchal disclosure framework associated with the level of
pricing observabi!ity utilized in measuring assets and liabilities at fair
value. There are three broad levels defined by FASB ASC Topic 820 hierarchy.
The Company only has assets and liabilities falling under level I, in which
quoted prices are available in active markets for identical assets or
liabilities as of the reported date. See Note 3 above.
NOTE 9 - Recent Accounting Pronouncements
In June 2009, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ('ASU') No. 2009-01, Topic 105 - Generally
Accepted Accounting Principles -FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles. The Codification is the
single source of authoritative non-governmental U.S. generally accepted
accounting principles (GAAP). The Codification does not change current GAAP,
but is intended to simplify user access to all authoritative GAAP by providing
all the authoritative literature related to a particular topic in one place.
Rules and interpretive releases of the SEC under federal securities laws are
also sources of authoritative GAAP for SEC registrants. The Company adopted
this standard for the annual reporting period ending October 31, 2009. The
adoption of this standard did not have a material impact on the Company's
results of operations or financial position.
32
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