10-Q/A 1 p15640_10q-a.txt AMENDMENT TO FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT TO FORM 10-Q [X] Amendment to quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 30, 2002 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 0-31162 O P T I C N E T, I N C. (Exact name of Registrant as specified in its charter) Delaware 94-3368561 ------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) One Post Street, Suite 2500 San Francisco, California 94104 ---------------------------------------- (Address of principal executive offices) (415) 956-4477 ------------------------------- (Registrant's telephone number) 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 __ No X Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock: $.0001 Par Value; 3,622,770 shares of Voting Common Stock and 2,591,857 shares of Nonvoting Common Stock outstanding as of May 1, 2002. Explanatory Note to Amendment Revised information in this amended report on Form 10-Q for the Registrant's fiscal quarter ended March 30, 2002 is contained solely in the notes to the Company's condensed financial statements under the headings "Note 1. Basis of Presentation" and within Management's Discussion and Analysis of Financial Condition and Results of Operations under the inserted heading "Financing from Related Party" and the headings "Liquidity and Capital Resources" and "Recent Developments." The Company has not undertaken to update any other information in this amended filing from that contained in the Company's report on Form 10-Q for the fiscal quarter ended March 30, 2002 filed May 14, 2002. Page 1 of 18 OPTICNET, INC. (a development stage company) INDEX PART 1. FINANCIAL INFORMATION PAGE --------------------- ---- Item 1. Financial Statements Condensed Balance Sheets--March 30, 2002 and September 29, 2001 3 Condensed Statements of Operations--Quarter and Six Months ended March 30, 2002 and March 31, 2001 and the period from February 23, 2000 (inception) to March 30, 2002 4 Condensed Statements of Cash Flows-- Quarter and Six Months ended March 30, 2002 and March 31, 2001 and the period from February 23, 2000 (inception) to March 30, 2002 5 Notes to Condensed Financial Statements-- March 30, 2002 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosure About Market Risk 15 PART II. OTHER INFORMATION ----------------- Item 4. Submission of Matters to a Vote of Security Holders 15 Item 6. Exhibits and Reports on Form 8-K 16 (a) Exhibits (b) Reports on Form 8-K SIGNATURES 18 ---------- Page 2 of 18 PART I. FINANCIAL INFORMATION Item 1. Financial Statements OPTICNET, INC. (a development stage company) CONDENSED BALANCE SHEETS March 30, September 29, 2002 2001 (Unaudited) (See note below) -------------------------------------------------------------------------------- ASSETS Cash and cash equivalents $ 106,834 $ 828,489 Trade receivables, net -- 99,720 Inventories 108,851 -- Other current assets 57,535 80,631 ----------- ----------- Total current assets 273,220 1,008,840 Property and equipment, net 13,293 17,984 Other assets 22,025 22,025 ----------- ----------- $ 308,538 $ 1,048,849 =========== =========== LIABILITIES AND STOCKHOLDERS' DEFICIT Accounts payable $ 282,399 $ 132,574 Accrued expenses and other liabilities 439,127 349,174 Note payable to related party 2,656,338 1,166,608 ----------- ----------- Total current liabilities 3,377,864 1,648,356 Other liabilities 21,600 14,670 Stockholders' deficit (3,090,926) (614,177) ----------- ----------- $ 308,538 $ 1,048,849 =========== =========== Note: The balance sheet at September 29, 2001 has been derived from the audited balance sheet at that date. See notes to condensed financial statements. Page 3 of 18 OPTICNET, INC. (a development stage company) CONDENSED STATEMENTS OF OPERATIONS

See notes to condensed financial statements. Page 4 of 18 OPTICNET, INC. (a development stage company) CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

See notes to condensed financial statements. Page 5 of 18 OPTICNET, INC. (a development stage company) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending September 28, 2002. For further information, refer to the financial statements and footnotes thereto in the Company's registration statement on Form 10, as amended April 25, 2002. OpticNet, Inc. ("OpticNet" or the "Company") was incorporated on February 23, 2000 in the State of Delaware, as a majority owned subsidiary of BEI Technologies, Inc. ("BEI Technologies"). From its inception (February 23, 2000) through December 31, 2000, OpticNet operated as a controlled subsidiary of BEI Technologies. BEI Technologies accumulated the costs associated with OpticNet's operation in the period from February 23, 2000 through December 31, 2000 including all expenses directly attributable to OpticNet and an allocation of the costs of facilities, salaries and employee benefits based on relative headcount. These allocations were based on assumptions that management believes are reasonable under the circumstances. However, these allocations and estimates are not necessarily indicative of the costs that would have resulted if OpticNet had been operated on a stand-alone basis during this period. As of October 30, 2000, BEI Technologies distributed 3,578,387 shares in OpticNet to BEI Technologies' stockholders (the "Distribution"), substantially all of the Company's voting common stock held by BEI Technologies. In the Distribution, each holder of record of BEI Technologies common stock as of October 30, 2000 received one share of OpticNet voting common stock for every two shares of BEI Technologies common stock held, and cash in lieu of any fractional share of OpticNet common stock. After the Distribution, BEI Technologies continued to hold securities of the Company in the form of convertible preferred and voting common stock, representing an aggregate direct ownership interest of approximately 25% in the Company. The principal focus of the Company's business is to develop, manufacture and market fiber optic components and subsystems for the telecommunications market. OpticNet's primary activities since inception have been devoted to developing its product offerings and related technologies, recruiting key management and technical personnel and raising capital to fund operations. OpticNet has not recognized significant revenues since inception. All revenue recognized to date relates to engineering agreements funded by unaffiliated customers. As a result, the accompanying financial statements are presented in accordance with Financial Accounting Statement ("FAS") No. 7, "Accounting and Reporting by Development Stage Enterprises." OpticNet's operations are subject to significant risks and uncertainties, including competitive, financial, Page 6 of 18 developmental, operational, growth and expansion, technological, regulatory and other risks associated with an emerging business. These financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception, the Company has incurred recurring operating losses and negative cash flows from operations and has an accumulated deficit of $4.2 million at March 30, 2002. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Management and the Company's board of directors made a decision in March 2002 to reduce the level of spending for research and development and equipment and facilities expenditures and to reduce operations to a level that will solely support the current customer base. The decision by the Company to reduce operations was made based on the inability to obtain additional funding from unaffiliated investors at this time. During March 2002, the Company escalated discussions with BEI Technologies regarding an additional investment in the Company by BEI Technologies, which, if consummated, would be expected to provide sufficient funding for scaled back operations for the remainder of the Company's fiscal year 2002. As of the end of the second fiscal quarter, this investment had not been consummated. Based on cost reduction measures implemented by the Company during the fiscal quarter ended March 30, 2002, additional cost reductions under consideration and discussions with BEI Technologies regarding an additional investment in the Company, management believed the Company would have, provided such steps were taken and negotiations as to an additional investment by BEI Technologies concluded successfully, sufficient financing to maintain reduced operations for the remainder of the current fiscal year. Accordingly, management did not, as of the end of the second 2002 fiscal quarter, determine it necessary to present the Company's financial statements on a liquidation basis. Use of Estimates The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates. Results may differ from these estimates due to actual outcomes being different from those on which the Company based its assumptions. Allowance for Doubtful Accounts The Company continuously monitors collections and payments from its customers and maintains allowances for doubtful accounts based upon historical experience and any specific customer collection issues that the Company has identified. While such credit losses have historically been within management's expectations, there can be no assurance that the Company will continue to experience the same relative level of credit losses that it has in the past. In addition, the Company's revenues and accounts receivable are concentrated in a relatively few number of customers. A significant change in the liquidity or financial position of any one of these customers or a further deterioration in the economic environment or telecommunications industry, in general, could have a material adverse impact on the collectability of the Company's accounts receivable and future operating results, including a reduction in future revenues and additional allowances for doubtful accounts. If, at the time revenue is recognized, the Company determines that collection of a receivable is not reasonably assured, the revenue is deferred and recognized at the time collection becomes reasonably Page 7 of 18 assured, which is generally upon receipt of payment. Revenue Recognition The Company has not recognized revenue from commercial product sales to date. All revenue recognized to date consisted of engineering work performed under engineering agreements with unaffiliated customers. Revenue for this engineering work is recognized based on customer acknowledgement of the achievement of milestones in the engineering agreement. Payments, if any, for prototype deliveries to customers by the Company are accounted for as an offset against research and development expense as described below. Research and Development Expense The Company's products are highly technical in nature and require a significant level of research and development effort. Research and development costs are charged to expense as incurred in accordance with FAS No. 2, "Accounting for Research and Development Costs." No prototype units were delivered during the quarters ended March 30, 2002 and March 31, 2001, thus no payments or receivables for prototype deliveries were offset against research and development expense in the statements of operations for the periods indicated. NOTE 2. TRANSACTIONS WITH RELATED PARTIES On October 6, 2000, the Company and BEI Technologies entered into a Technology Transfer and Distribution Agreement (the "Distribution Agreement") whereby BEI Technologies contributed to the Company certain assets and intellectual property related to the fiber optic components technology developed by BEI Technologies and BEI Technologies' majority-owned subsidiary, SiTek, Inc. ("SiTek") in exchange for 3,616,000 shares of the Company's common stock. BEI Technologies later distributed 3,578,387 of these shares to its stockholders on November 21, 2000 in connection with the Company's separation from BEI Technologies. In connection with the Distribution Agreement, on October 6, 2000, the Company and SiTek entered into a License and Technical Assistance Agreement whereby Sitek agreed to license certain technology to the Company, assist the Company in certain research and development efforts following the Distribution and also fabricate and supply certain components utilized in the Company's products. Further, Sitek granted to the Company a perpetual, royalty free, worldwide, exclusive license to develop, make, use and sell products within the field of telecommunications data transmission utilizing technology now possessed or later developed by SiTek, and the Company has granted to SiTek a corresponding perpetual, royalty free, worldwide, exclusive license to develop, make, use and sell products outside of the Company's defined market utilizing technology now possessed or later developed by the Company. This agreement shall continue in effect for five years and automatically renew thereafter for consecutive one-year terms unless either party gives written notice of termination. On October 27, 2000, the Company and BEI Technologies entered into an InterCompany Services Agreement (the "Services Agreement") whereby BEI Technologies agreed to make available to the Company certain office and facility space, personnel support and supervision, financial and administrative services, record-keeping functions and other assistance, with BEI Technologies being reimbursed for the costs and expenses incurred in connection with the provision of these services to OpticNet. Charges for these services were allocated to the Company based upon usage, headcount and other methods that management believes to be reasonable. These allocations totaled $25,000 for the each of the quarters ended March 30, 2002 and March 31, 2001. Page 8 of 18 The Services Agreement further provided for a line of credit from BEI Technologies to the Company for up to $2.0 million with interest at prime plus 1.5%, expiring on September 28, 2002, unless extended by mutual agreement of the parties. In March 2002, BEI Technologies increased this line of credit by $1.0 million. As of March 30, 2002, the Company had outstanding borrowings totaling approximately $2.7 million on this line of credit. To maintain sufficient liquidity in the future and to fund operations, the Company may need to enter into a new credit agreement in the future with a commercial lender. A new credit line, if available, could include less favorable terms than the existing line of credit agreement with BEI Technologies. On September 28, 2001 the Company entered into an equipment sublease agreement with BEI Technologies, as lessor, which is subordinate to a master lease agreement entered into by BEI Technologies, as lessee. This equipment under the equipment sublease agreement was valued at approximately $708,000, with an initial lease term of 36 months. Rental payments are on a quarterly basis and are equal to a monthly equivalent rent determined by the Company's level of usage of the equipment, the cost of the equipment and applicable interest. On December 20, 2001 the Company executed two additional equipment lease schedules under the Company's equipment sublease arrangement with BEI Technologies. This additional equipment under the equipment sublease agreement was valued at approximately $3.5 million, with an initial lease term of 36 months. Rental payments are on a quarterly basis and are equal to a monthly equivalent rent determined by the Company's level of usage of the equipment, the cost of the equipment and applicable interest. On March 28, 2002 the Company executed an additional equipment lease schedule under the Company's equipment sublease arrangement with BEI Technologies. This additional equipment under the equipment sublease agreement was valued at approximately $2.8 million, with an initial lease term of 36 months. Rental payments are on a quarterly basis and are equal to a monthly equivalent rent determined by the Company's level of usage of the equipment, the cost of the equipment and applicable interest. The Company leases 15,571 square feet of office and manufacturing facilities used for research and development and manufacturing activities in Hayward, California from BEI Technologies under a sublease agreement entered into in October 2001, for an initial term expiring December 2005. The average annual rental payment under the sublease agreement is approximately $220,000. As of March 30, 2002, the Company, in recognition of its inability to obtain significant strategic partners or third party financing, concluded it was necessary to reduce operating costs. The Company agreed with BEI Technologies that this reduction in operations includes lower usage of the subleased facilities and equipment described above. All of the arrangements outlined above were negotiated by related parties and may not represent transactions at arms length and the Company may not be able to obtain terms as favorable with third parties if and when the arrangements with BEI Technologies come to an end. Page 9 of 18 NOTE 3. NOTE PAYABLE TO RELATED PARTY During fiscal 2001, the Company entered into a line of credit agreement with BEI Technologies, a minority investor. Borrowings outstanding on the line of credit were as follows: March 30, March 31, 2002 2001 ---------- ---------- Unsecured revolving promissory note from BEI Technologies due 9/28/02, at a rate of prime plus 1.5%; 6.3% and 9.5% at March 30, 2002 and March 31, 2001, respectively) $2,656,338 $ -- ---------- ---------- $2,656,338 $ -- ========== ========== No interest was paid during the quarter ended March 30, 2002 or in the quarter ended March 31, 2001. Accrued interest expense was approximately $68,000 at March 30, 2002. No interest expense was accrued at March 31, 2001. NOTE 4. CONTINGENCIES AND LITIGATION The Company may be subject to various legal actions arising in the normal course of business from time to time. As of March 30, 2002, the Company had no legal actions pending. NOTE 5. SUBSEQUENT EVENT In April 2002, the Company underwent a reduction in force resulting in eight individuals departing employment with the Company, including engineering, manufacturing and marketing personnel. Severance pay for affected persons was per Company policy, including cash payment and the acceleration of the vesting of options for certain affected individuals. Total cash costs related to the reduction in force of approximately $86,000 are expected to be recorded in the fiscal quarter ending June 29, 2002. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those expressed in, or implied by, such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this section, and those discussed in the Company's Form 10, as amended April 25, 2002, in particular, within the "Risk Factors" section thereof. Critical Accounting Policy and the Use of Estimates Management's discussion and analysis of financial condition and results of operations is based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The Company reviews the accounting policies used in reporting its financial results on a regular basis. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates its estimates. Results may differ from these estimates due to actual outcomes being different from those on which the Company based its assumptions. The Company believes the following critical accounting policy affects its more significant judgments and estimates used in the preparation of its financial statements. Page 10 of 18 Allowance for Doubtful Accounts The Company continuously monitors collections and payments from its customers and maintains allowances for doubtful accounts based upon historical experience and any specific customer collection issues that the Company has identified. While such credit losses have historically been within management's expectations, there can be no assurance that the Company will continue to experience the same relative level of credit losses that it has in the past. In addition, the Company's revenues and accounts receivable are concentrated in a relatively few number of customers. A significant change in the liquidity or financial position of any one of these customers or a further deterioration in the economic environment or telecommunications industry, in general, could have a material adverse impact on the collectability of the Company's accounts receivable and future operating results, including a reduction in future revenues and additional allowances for doubtful accounts. If, at the time revenue is recognized, the Company determines that collection of a receivable is not reasonably assured, the revenue is deferred and recognized at the time collection becomes reasonably assured, which is generally upon receipt of payment. Significant Accounting Policies Revenue Recognition The Company recognizes revenue using the guidance from SEC Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements". Under these guidelines, revenue recognition is deferred on transactions where (i) persuasive evidence of an arrangement does not exist, (ii) revenue recognition is contingent upon performance of one or more obligations of the Company, (iii) the price is not fixed or determinable or (iv) payment is not reasonably assured. To date, the Company has not recognized revenue related to non-prototype product offerings. All revenue recognized to date consisted of engineering work performed under engineering agreements with unaffiliated customers. Revenue for this engineering work is recognized based on customer acknowledgement of the achievement of milestones in the engineering agreement. Research and Development Expense The Company's products are highly technical in nature and require a significant level of research and development effort. Research and development costs are charged to expense as incurred in accordance with FAS No. 2, "Accounting for Research and Development Costs." Payments and receivables recorded from customers for the delivery under contracts of prototype units are offset against research and development expense in the statements of operations. Quarters ended March 30, 2002 and March 31, 2001 There were no revenues or prototype product deliveries during the second quarter of fiscal 2002. Revenues during the second quarter of fiscal 2001 were $325,000, reflecting work performed under an engineering agreement with one unaffiliated customer. In addition, during the second quarter of fiscal 2001 the Company recorded payments or receivables for deliveries of prototype products to one unaffiliated customer, accounted for as an offset against research and development expense. There was no cost of revenues in the second quarter of fiscal 2002. In the second quarter of fiscal 2001, cost of revenues as a percentage of revenues was 60%, resulting in gross profit of $130,000. Cost of revenues includes salaries, materials and production overhead. Page 11 of 18 Selling, general and administrative expenses in the second quarter of fiscal 2002 increased approximately $291,000 from $189,000 in the same quarter of the prior fiscal year to $480,000. The increase was primarily due to increased professional, consulting and legal fees of approximately $158,000, as well as increased direct employee compensation expense and related benefits of approximately $100,000. The remaining increase was due to travel, facility rent and other costs. Selling, general and administrative expenses included payments made to BEI Technologies for various accounting, human resources and other administrative services provided by BEI Technologies pursuant to the Services Agreement between the two companies. These payments during the second quarter of both fiscal 2002 and 2001 totaled $25,000. The cost of these services was established at $25,000 per fiscal quarter based upon square footage, headcount, usage and other methods management believes to be reasonable. Research and development expenses in the second quarter of fiscal 2002 increased approximately $1,145,000 from $112,000 in the same quarter of the prior fiscal year to $1,257,000. The increase was primarily due to increased gross costs for facility rent and operations of approximately $419,000, as well as increased gross costs for direct employee compensation expense and related benefits of approximately $334,000, and increased gross costs for materials and supplies of approximately $197,000. The remaining increase was due to gross costs for professional fees, travel and other expenses. Interest expense was approximately $26,000 in the second quarter of fiscal 2002 due to the outstanding balance and additional borrowings during the quarter on the Company's line of credit agreement with BEI Technologies. No interest expense was incurred during the second quarter of fiscal 2001 because the Company did not borrow any amounts on the line of credit with BEI Technologies during that time. Six Months ended March 30, 2002 and March 31, 2001 Revenues during the first six months of fiscal 2002 reflected work performed under engineering agreements with two unaffiliated customers and decreased approximately $237,000 to $88,000 from $325,000 during the same period in fiscal 2001. The decrease is due to the slow down of demand for new telecommunications equipment components compared to prior periods. In addition, during the first six months of fiscal 2002, the Company recorded payments or receivables for deliveries of prototype products to two unaffiliated customers, accounted for as an offset against research and development expense. Cost of revenues as a percentage of revenues in the first six months of fiscal 2002 decreased 10 percentage points to 50% from 60% in the comparable period of fiscal 2001. The decrease is due to slightly lower direct costs on engineering agreements in the current period. Selling, general and administrative expenses during the first six months of fiscal 2002 increased approximately $561,000 from $207,000 in the comparable period of the prior fiscal year to $768,000. The increase was primarily due to increased professional, consulting and legal fees of approximately $354,000, as well as increased direct employee compensation expense and related benefits of approximately $140,000. The remaining increase was due to facility rent, travel and other costs. Selling, general and administrative expenses included payments made to BEI Technologies for various accounting, human resources and other administrative services provided by BEI Technologies pursuant to the Services Agreement between the two companies. These payments during the first six months of fiscal 2002 and 2001 were $50,000 and $25,000, respectively. The cost of these services was established at $25,000 per fiscal quarter at the time of entrance into the Services Agreement based upon square footage, headcount, usage and other methods management believes to be reasonable. Research and development expenses during the first six months of fiscal 2002 increased approximately $1,434,000 from $286,000 in the comparable period of the prior fiscal year to $1,720,000. The increase was primarily due to increased gross costs for direct employee compensation expense and related benefits of approximately $605,000, as well as increased gross costs for facility rent and operations of approximately Page 12 of 18 $560,000, and increased gross costs for materials and supplies of approximately $254,000. The remaining increase was due to gross costs for professional fees, travel and other costs. Interest expense was approximately $45,000 in the first six months of fiscal 2002 due to the outstanding balance and additional borrowings during the period on the Company's line of credit agreement with BEI Technologies. No interest expense was incurred during the comparable period of fiscal 2001 because the Company did not borrow any amounts on the line of credit with BEI Technologies during that time. Financing from Related Party Pursuant to the facilities sublease agreement, equipment sublease agreement and the Services Agreement described above, payments due to BEI Technologies were as follows:

Liquidity and Capital Resources During the first six months of fiscal 2002, total cash used by operations was approximately $2,211,000. Cash provided by operations included the positive impact of non-cash charges from bad debt expense, and depreciation and amortization of $57,000 and $14,000, respectively. In addition, positive impacts to cash resources resulted from decreases in other current assets and trade receivables of $44,000 and $43,000, respectively, as well as increases in trade accounts payable, accrued expenses and other liabilities and deferred rent of $150,000, $90,000 and $7,000, respectively. These cash inflows were offset by a net loss of $2,486,000, as well as increases in inventory and prepaid expenses of $109,000 and $21,000, respectively. Cash used by investing activities during the first six months of fiscal 2002 consisted of a purchase of $1,000 in capital equipment. In addition, during the first six months of fiscal 2002 the Company financed equipment with a value of approximately $6.3 million and an initial lease term of three years under the equipment sublease arrangement with BEI Technologies. The subleased equipment is in addition to the approximately $708,000 of equipment subleased as of fiscal 2001 year end. Rent expense related to this equipment totaled approximately $340,000 and $59,000 during the second and first quarters, respectively, of fiscal 2002. Beginning in the third quarter of fiscal 2002, the Company intends to reduce operations due to its inability to obtain additional financing from unaffiliated investors at this time. Thus, due to reduced usage now expected on the subleased equipment, past rent expense on the subleases is not necessarily indicative of future results. Transactions with BEI Technologies, a minority investor and the Company's former parent company, are not necessarily on an arms-length basis and the Company may receive more favorable terms under these arrangements than it would Page 13 of 18 from an unrelated third party. Cash provided by financing activities during the first six months of fiscal 2002 consisted of proceeds of $1,490,000 from borrowings on the Company's note payable to BEI Technologies under its related party line of credit arrangement. The borrowings were used to fund daily operations, capital investments and product development. In March 2002, BEI Technologies increased this line of credit by $1.0 million. The Company anticipates incurring substantial additional losses over at least the next several years. Since inception, the Company has incurred recurring operating losses and negative cash flows from operations. As of March 30, 2002, the Company had an accumulated deficit of $4.2 million. As of that date, after extensive discussions with prospective outside investors throughout the Company's second fiscal quarter, management became aware that none of these discussions would result in a near term equity financing for the Company. As of March 30, 2002, the Company was advised by BEI Technologies that, in view of the Company's inability to obtain outside financing to such date and other general indications of investor disaffection with businesses in the telecommunications market, further debt financing would not be provided by BEI Technologies. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of the end of the Company's March 30, 2002 fiscal quarter, management determined that unless additional financing was obtained, the Company would not have sufficient financing to continue as a going concern for the remainder of its 2002 fiscal year without modifying the Company's business plan and implementing strict cost-cutting measures. In March 2002, management and the Company's board of directors decided to reduce the level of spending by the Company for research and development and facility and equipment expenditures and reduce operations to a level that will solely support the current customer base. Further, during March 2002, the Company escalated discussions with BEI Technologies regarding an additional investment in the Company by BEI Technologies, which, if consummated, would be expected to provide sufficient funding for scaled back operations for the remainder of the Company's fiscal year 2002. As of the end of the second fiscal quarter, this investment had not been consummated. The Company intends to continue to operate in a scaled back manner until outside financing is available or other prospects are realized by the Company. Based on cost reduction measures implemented by the Company during the fiscal quarter ended March 30, 2002, additional cost reductions under consideration and discussions with BEI Technologies regarding an additional investment in the Company, management believed the Company would have, provided such steps were taken and negotiations as to an additional investment by BEI Technologies concluded successfully, sufficient financing to maintain reduced operations for the remainder of the current fiscal year. Accordingly, management did not, as of the end of the second 2002 fiscal quarter, determine it necessary to present the Company's financial statements on a liquidation basis. The Company had no material capital commitments at March 30, 2002. Recent developments In April 2002, the Company underwent a reduction in force resulting in eight individuals departing employment with the Company, including engineering, manufacturing and marketing personnel. Severance pay for affected persons was per Company policy, including cash payment and the acceleration of the vesting of options for certain affected individuals. Total cash costs related to the reduction in force of approximately $86,000 are expected to be recorded in the fiscal quarter ending June 29, 2002. In addition, since the end of the Company's March 30, 2002 fiscal quarter, management and the Company's board of directors have been considering other cost reduction measures. Such cost reduction measures could include engagement on a project or temporary basis of Company engineers and technicians and other skilled personnel by a subsidiary of BEI Technologies. Such persons would work on projects non-competitive with the Company. A temporary redeployment of personnel would be intended to preserve essential know-how and access to key personnel for the Company while alleviating operating costs. Further, since the end of the Page 14 of 18 Company's March 30, 2002 fiscal quarter, the Company has continued to engage in extensive discussions with BEI Technologies regarding a further investment in the Company by BEI Technologies. An additional investment, combined with measures to reduce payroll costs and the continued emphasis on reduction of operating costs, would be expected to provide sufficient funding for the Company for the remainder of the Company's fiscal 2002. The Company is still in discussions with BEI Technologies regarding the terms and the structure of such an investment. Effects of Inflation Management believes that, for the periods presented, inflation has not had a material effect on the Company's operations. Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK The Company was incorporated in February 2000 and commenced independent operations in November 2000. The Company has not yet generated revenues from sales of its products but only from engineering work performed for three customers to date. The Company expects to incur net losses for the foreseeable future. The Company may never achieve profitability and may not succeed as a going concern and its independent auditor has included a statement to this effect in their most recently issued audit report. The Company believes that there have been no material changes in the reported market risks faced by the Company since those discussed in the Company's Form 10, as amended April 25, 2002, under the heading corresponding to that set forth above. The Company's exposure to market risk is limited to interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, as a portion of the Company's cash equivalents are in short-term debt securities issued by corporations. The Company's cash equivalents are placed with high-quality issuers and the Company attempts to limit the amount of credit exposure to any one issuer. Due to the nature of the Company's short-term investments, the Company believes that it is not subject to any material market risk exposure. The Company does not have any foreign currency or other derivative financial instruments. PART II. OTHER INFORMATION Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS During the fiscal quarter ended March 30, 2002, the stockholders of the Company approved by an action by written consent an amendment to the Company's certificate of incorporation to (i) increase the aggregate authorized shares of the Company's capital stock to 50 million shares from the previously authorized aggregate of 40 million; (ii) increase the number of shares designated as preferred stock to an aggregate of 22 million shares from the previously designated aggregate of 7 million shares; and (iii) increase the number of shares designated as voting common stock to an aggregate of 45 million shares from the previously designated aggregate of 35 million shares. The amendment to the Company's certificate of incorporation was approved by a simple majority of the stockholders of the Company entitled to vote on the amendment. None of the newly authorized shares were issued. Page 15 of 18 Item 6. Exhibits and Reports on Form 8-K (a) Listing of Exhibits

10.9 Form of Indemnity Agreement to be entered into by the registrant with each of its directors and executive officers ii 10.10 Consulting Agreement between Danforth Joslyn and the registrant ii 10.11 Consulting Agreement between Gary D. Wrench and BEI Technologies, Inc. iii 10.12 Amendment No. 1 to License and Technical Assistance Agreement between the registrant and SiTek, Inc. iii 99.1 Preliminary Information Statement of BEI Technologies, Inc. dated September 65, 2000 i 99.2 Final Information Statement of BEI Technologies, Inc. dated November 17, 2000 i (i) Incorporated by reference. Previously filed as an exhibit to the Registrant's Information Statement on Form 10 (file no. 0-31162) as filed on January 25, 2002. (ii) Incorporated by reference. Previously filed as an exhibit to Amendment No. 1 to the Registrant's Information Statement on Form 10 (file no. 0-31162) as filed on March 22, 2002. (iii) Incorporated by reference. Previously filed as an exhibit to Amendment No. 2 to the Registrant's Information Statement on Form 10 (file no. 0-31162) as filed on April 25, 2002.

(b) Reports on Form 8-K No reports on Form 8-K were filed by the Company during the quarter ended March 30, 2002. Page 17 of 18 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amended Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized on June 19, 2002. OpticNet, Inc. By: /s/ Gary D. Wrench --------------------------- Gary D. Wrench Chief Financial Officer (Chief Accounting Officer) Page 18 of 18

OPTICNET INC 10-Q/A