8-K 1 dyn8k-020404.txt DYNASIL CORPORATION OF AMERICA FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to section 13 or 15(D) of the Securities Act of 1934 Date of Report (Date of earliest event reported): February 4, 2004 ---------------- Dynasil Corporation of America ------------------------------------------------------------ (Exact name of registrant as specified in its charter) New Jersey 22-1734088 ----------- ---------- (State or other (IRS Employer jurisdiction of incorporation) Identification No.) 385 Cooper Road, West Berlin, New Jersey, 08091 ------------------------------------------------------------ (Address of principal executive offices) (856)-767-4600 ------------------------------------------------------------ (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ( C ) Exhibits 99.1 Dynasil Corporation of America earnings press release, dated February 4, 2004. ITEM 12. RESULTS OF OPERATION AND FINANCIAL STATEMENTS. On February 4, 2004, Dynasil Corporation of America ("Registrant") issued a press release announcing its financial results for its first quarter ended December 31, 2003. A copy of the press release is attached as Exhibit 99 to this Report on Form 8-K. This information is being furnished pursuant to Item 12 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DYNASIL CORPORATION OF AMERICA Date: February 4, 2004 By: /s/ John Kane ----------------------------- John Kane President, Chief Executive Officer and Chief Financial Officer EXHIBIT INDEX 99.1 Press release, dated February 4, 2004, issued by Dynasil Corporation of America announcing its financial results for the first quarter ended December 31, 2003. Exhibit 99.1 Contact: John Kane President and CEO Dynasil Corporation of America Phone: (856) 767-4600 Email: jkane@dynasil.com Dynasil Announces 1st Quarter Results - Fiscal Year 2004 WEST BERLIN, N.J.- February 4, 2004 - Dynasil Corporation of America (OTCBB: DYSL), fabricator of optical blanks from synthetic fused silica, fused quartz, and other optical materials for the semi-conductor, laser, space and optical components industries announced results of operations for the 1st quarter ended December 31, 2003. Revenues for the quarter ended December 31, 2003 were $622,494, a decrease of 5% over revenues of $656,156 for the quarter ended December 31, 2002. The net loss for the quarter ended December 31, 2003 was $26,036, or a negative $.01 per share, an improvement of $4,964 over the loss of $31,000, or a negative $.01 per share, for the quarter ended December 31, 2002. "While we experienced another quarterly loss, one positive aspect is the improved margins for the quarter, the first time an improvement has been shown in over 6 quarters," said John Kane, President and CEO of Dynasil Corporation. "Low revenue continues to be the major difficulty facing the Company although quote activity has increased recently. Our ability to now offer other optical glasses to our customers should help address this problem," added Mr. Kane. About Dynasil: Founded in 1960, Dynasil Corporation of America is a fabricator of optical blanks from synthetic fused silica, fused quartz and other optical materials. For over four decades, Dynasil has provided high quality synthetic fused silica and fused quartz products to customers for a wide and ever increasing range of applications. This news release may contain forward-looking statements usually containing the words "believe," "expect," or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act. Future results of operations, projections, and expectations, which may relate to this release, involve certain risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the factors detailed in the Company's Annual Report or Form 10-KSB and in the Company's other Securities and Exchange Commission filings, continuation of existing market conditions and demand for our products. Dynasil Corporation of America and Subsidiaries Consolidated Balance Sheets (Unaudited) December September 2003 2003 --------- --------- ASSETS Current assets Cash and cash equivalents $305,212 $323,321 Accounts receivable 305,811 242,919 Inventories 400,744 435,820 Prepaid expenses and other 7,497 38,935 current assets --------- --------- Total current assets 1,019,264 1,040,995 Property, plant and equipment, net 518,816 558,191 Other assets 9,802 10,654 --------- --------- Total Assets $1,547,882 $1,609,840 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $112,753 $140,925 Accounts payable 162,196 131,518 Accrued expenses and other 56,863 73,624 current liabilities --------- --------- Total current liabilities 331,812 346,067 Long-term debt, net 751,114 772,781 Stockholders' Equity 464,956 490,992 --------- --------- Total Liabilities and Stockholders' $1,547,882 $1,609,840 Equity ========== ========== Dynasil Corporation of America and Subsidiaries Consolidated Statement Of Operations (Unaudited) Three months ended December 2003 2002 ------- ------- Revenues $622,494 $656,156 Cost of Revenues 462,548 494,620 -------- -------- Gross Profit 159,946 161,536 Selling, general and administrative 178,581 180,521 -------- -------- Loss from operations (18,635) (18,985) Other income (expense) Interest expense - net (7,401) (12,015) -------- -------- Loss before provision for income taxes (26,036) (31,000) Provision for income taxes -------- -------- Net loss ($26,036) ($31,000) ======== ======== Basic net loss per common share ($0.01) ($0.01) Diluted net loss per common share ($0.01) ($0.01)