-----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, HLqQ5yA0dqH2qH+W0J+duGX7E5q0ulC5N8t9BdEl2ENpdqMYzx5UN+5PFmqFjLLM iyX9vgXSt1d2pQBHq09GLw== 0001260415-05-000007.txt : 20050125 0001260415-05-000007.hdr.sgml : 20050125 20050125092513 ACCESSION NUMBER: 0001260415-05-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050124 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 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: 05545954 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-012405.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) January 24, 2005 -------------------------- 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 January 24, 2005. ITEM 12. RESULTS OF OPERATION AND FINANCIAL STATEMENTS. On January 24, 2005, Dynasil Corporation of America ("Registrant") issued a press release announcing its financial results for its first quarter ended December 31, 2004. 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: January 24, 2005 By: /s/ Craig Dunham ---------------------------------- Craig Dunham President and Chief Executive Officer EXHIBIT INDEX 99.1 Press release, dated January 24, 2004, issued by Dynasil Corporation of America announcing its financial results for the fourth quarter ended December 31, 2004. EX-99 2 dyn8k-012405ex99.txt EXHIBIT 99 - PRESS RELEASE Exhibit 99.1 Contact: Craig Dunham Dynasil Corporation of America Phone: (856) 767-4600 Email: cdunham@Dynasil.com Dynasil Announces First Quarter Fiscal Year 2005 Results WEST BERLIN, N.J.-January 24, 2005--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, 2004. Revenues for the quarter ended December 31, 2004 were $781,186, an increase of 25% over revenues of $622,494 for the quarter ended December 31, 2003. The net profit for the quarter ended December 31, 2004 was $6,074, or less than $.01 per share, compared with a net loss of $26,036, or a negative $.01 per share, for the quarter ended December 31, 2003. "Order entry for the quarter was up 48% over the first quarter of fiscal year 2004 and we continue to focus on our strategy of profitable growth from our optical materials business and by pursuing acquisitions," said Craig T. Dunham, who was named President and CEO of Dynasil Corporation effective October 1, 2004. "We believe that the revenue increases are coming from improved economic conditions in our markets combined with proactive sales and marketing efforts that include offering new optical materials and pursuing new business. During the quarter, we also completed Dynasil's leadership transition. The expenses from that transition reduced quarter profits by $32,400 and without those expenses, earnings per share would have been $0.01 per share. We also believe that, if consummated, our previously announced acquisition of Optometrics LLC will double our revenues and significantly enhance profitability. The closing date for the Optometrics acquisition is currently scheduled for February 17, 2005. I am very pleased that Dynasil delivered its first profitable quarter in several years and with our progress on the Optometrics acquisition", 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) December 31 September 30 2004 2004 --------- --------- ASSETS Current assets Cash and cash equivalents $136,584 $254,908 Accounts receivable 444,507 309,276 Inventories 410,345 369,813 Prepaid expenses and other current assets 22,271 16,656 --------- --------- Total current assets 1,013,707 950,653 Property, plant and equipment, net 403,021 419,718 Other assets 2,469 3,321 --------- --------- Total Assets $1,419,197 $1,373,692 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long-term debt $120,000 $120,000 Accounts payable 218,685 184,214 Accrued expenses and other current liabilities 120,200 114,959 --------- --------- Total current liabilities 458,885 419,173 Long-term debt, net 458,889 488,889 Stockholders' Equity 501,423 465,630 --------- --------- Total Liabilities and Stockholders' Equity $1,419,197 $1,373,692 ========= ========= Dynasil Corporation of America and Subsidiaries Consolidated Statement Of Operations (Unaudited) Three months ended December 31 2004 2003 Revenues $781,186 $622,494 Cost of Revenues 580,689 462,548 -------- -------- Gross Profit 200,497 159,946 Selling, general and 186,720 178,581 administrative -------- -------- Income (loss) from operations 13,777 (18,635) Interest expense - net (7,703) (7,401) -------- -------- Income (loss) before provision for income taxes 6,074 (26,036) Income taxes - 0 - - 0 - -------- -------- Net income (loss) $6,074 ($26,036) ======== ======== Basic net loss per common share $0.00 ($0.01) Diluted net loss per common $0.00 ($0.01) share -----END PRIVACY-ENHANCED MESSAGE-----