-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CgoiuPtHGXHCoW4yEu61KpGKVYAkIFvfmF7JbOgFrz4IFEh2DBtBleTnCutlnYqq tbvqTrGGAKalO6SlN/FlPA== 0001260415-04-000037.txt : 20041104 0001260415-04-000037.hdr.sgml : 20041104 20041104165828 ACCESSION NUMBER: 0001260415-04-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNASIL CORP OF AMERICA CENTRAL INDEX KEY: 0000030831 STANDARD INDUSTRIAL CLASSIFICATION: GLASS, GLASSWARE, PRESSED OR BLOWN [3220] IRS NUMBER: 221734088 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27503 FILM NUMBER: 041120262 BUSINESS ADDRESS: STREET 1: 385 COOPER RD CITY: WEST BERLIN STATE: NJ ZIP: 08091 BUSINESS PHONE: 8567674600 MAIL ADDRESS: STREET 1: 385 COOPER RD CITY: WEST BERLIN STATE: NJ ZIP: 08091 8-K 1 dyn8k-110404.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) November 1, 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) Not Applicable - ----------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. ( c ) Exhibits 99.1 Dynasil Corporation of America earnings press release dated November 1, 2004. ITEM 12. RESULTS OF OPERATION AND FINANCIAL STATEMENTS. On November 1, 2004, Dynasil Corporation of America ("Registrant") issued a press release announcing its financial results for its fourth quarter and the fiscal year ended September 30, 2004. A copy of the press release is attached as Exhibit 99.1 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: November 4, 2004 By: /s/ Craig Dunham ---------------------------------- Craig Dunham President and Chief Executive Officer EXHIBIT INDEX 99.1 Press release, dated November 1, 2004, issued by Dynasil Corporation of America announcing its financial results for the fourth quarter ended September 30, 2004. EX-99 2 dyn8k-110404ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Contact: Craig Dunham Dynasil Corporation of America Phone: (856) 767-4600 Email: cdunham@Dynasil.com Dynasil Announces 4th Quarter and Fiscal Year 2004 Results WEST BERLIN, N.J. - November 1, 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 4th quarter ended September 30, 2004. Revenues for the quarter ended September 30, 2004 were $573,798, an increase of 23% over revenues of $466,156 for the quarter ended September 30, 2003. The net loss for the quarter ended September 30, 2004 was $5,051, or a negative $.01 per share, compared with a net loss of $253,081, or a negative $.11 per share for the quarter ended September 30, 2003. Revenues for the twelve months ended September 30, 2004 were $2,296,264, a decrease of 2% over revenues of $2,340,397 for the twelve months ended September 30, 2003. The net loss for the twelve months ended September 30, 2004 was $175,881, or a negative $.08 per share, compared with a net loss of $368,681, or a negative $.16 per share for the twelve months ended September 30, 2003. Cash flow from operating activities net of capital expenditures for the twelve months ending September 30, 2004 was $81,960. "We have recently realized a significant increase in orders and have implemented detailed action plans designed to continue revenue growth." said Craig T. Dunham, who was named President and CEO of Dynasil Corporation effective October 1, 2004. "We are adding new fused silica glasses to our product offering and believe that the Quarter 4 financial performance improvement represents a significant step towards solid Dynasil profitability. We also believe that, if consummated, our previously announced acquisition of Optometrics LLC will significantly enhance profitability. I look forward to continuing to build shareholder value by strengthening the core business and strategic acquisitions." added Mr. Dunham. 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) September September 30 30 2004 2003 --------- --------- ASSETS Current assets Cash and cash equivalents $254,908 $323,321 Accounts receivable 309,276 242,919 Inventories 369,813 435,820 Prepaid expenses and other current assets 16,656 38,935 --------- --------- Total current assets 950,653 1,040,995 Property, plant and equipment, net 419,718 558,191 Other assets 3,321 10,654 --------- --------- Total Assets $1,373,692 $1,609,840 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $120,000 $140,925 Accounts payable 184,214 131,518 Accrued expenses and other current liabilities 114,959 73,622 --------- --------- Total current liabilities 419,173 346,065 Long-term debt, net 488,889 772,781 Stockholders' Equity 465,630 490,994 --------- --------- Total Liabilities and Stockholders' Equity $1,373,692 $1,609,840 ========= ========= Dynasil Corporation of America and Subsidiaries Consolidated Statement Of Operations (Unaudited) Three months Twelve months ended ended September 30 September 30 2004 2003 2004 2003 -------- --------- ---------- --------- Revenues $573,798 $466,156 $2,296,264 $2,340,397 Cost of Revenues 422,532 391,176 1,759,735 1,849,291 -------- --------- ---------- --------- Gross Profit 151,266 74,980 536,529 491,106 Selling, general and administrative 148,735 158,922 676,977 657,465 Asset Impairment -0- 158,333 -0- 158,333 -------- --------- ---------- --------- Income (loss) from operations 2,531 (242,275) (140,448) (324,692) Interest expense - net (7,582) (10,806) (35,433) (43,989) -------- --------- ---------- --------- Loss before provision for income taxes (5,051) (253,081) (175,881) (368,681) Income taxes - 0 - - 0 - - 0 - - 0 - -------- --------- ---------- --------- Net loss (5,051) (253,081) (175,881) (368,681) ======== ========= ========== ========= Basic net loss per common share ($0.01) ($0.11) ($0.08) ($0.16) Diluted net loss per common share ($0.01) ($0.11) ($0.08) ($0.16) -----END PRIVACY-ENHANCED MESSAGE-----