-----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, PDZoOAUIhEADYAJNspsikm5XEBYiKFJPgUWeDXvcyOw5AOHT/oH5cDMemP9IsIoc iOlqZ1/5ZH7UiRdiGcHCQQ== 0000912057-02-040675.txt : 20021101 0000912057-02-040675.hdr.sgml : 20021101 20021101171948 ACCESSION NUMBER: 0000912057-02-040675 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021101 ITEM INFORMATION: Other events FILED AS OF DATE: 20021101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRECISION OPTICS CORPORATION INC CENTRAL INDEX KEY: 0000867840 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 042795294 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10647 FILM NUMBER: 02807160 BUSINESS ADDRESS: STREET 1: 22 EAST BROADWAY CITY: GARDNER STATE: MA ZIP: 01440-3338 BUSINESS PHONE: 9786301800 FORMER COMPANY: FORMER CONFORMED NAME: PRECISION OPTICS CORP INC DATE OF NAME CHANGE: 19600201 8-K 1 a2092556z8-k.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2002 PRECISION OPTICS CORPORATION, INC. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 001-10647 04-2795294 - ------------------ ------------------ --------------- (State or other jurisdiction of (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 22 East Broadway, Gardner, Massachusetts 01440 --------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (978) 630-1800 Item 5. Other Events. On November 1, 2002, the Registrant issued the following press release announcing operating results on an unaudited basis for the first quarter of fiscal year 2003 ended September 30, 2002: FOR IMMEDIATE RELEASE FRIDAY, NOVEMBER 1, 2002 PRECISION OPTICS CORPORATION ANNOUNCES FIRST QUARTER RESULTS GARDNER, Massachusetts - Precision Optics Corporation, Inc. (Nasdaq: POCI) today announced operating results on an unaudited basis for the first quarter of fiscal year 2003 ended September 30, 2002. FIRST QUARTER OPERATING RESULTS Revenues for the quarter were $542,443 compared to $491,096 for the same period in fiscal year 2002, an increase of 10.5%. Revenues for the quarter decreased 9.7% sequentially from the preceding quarter. Net loss was $791,891 compared to $5,505,929 last year. Last year's net loss included provisions for asset impairment and inventory writedown totaling approximately $3.98 million. Basic and diluted loss per share was $0.08 in the current quarter ended September 30, 2002, versus $0.52 per share for the comparable period last year. The weighted average common shares outstanding were 10,503,908 during both periods. In the preceding quarter ended June 30, 2002, net loss, which included a non-cash charge for asset impairment and restructuring of $332,393, was $1,331,262, or $0.13 per share. The increase in revenues was due primarily to higher sales of medical products (up by approximately $204,000, or 69%), partially offset by lower sales of non-medical products (down by approximately $153,000, or 79%). Sales of medical products were higher due primarily to higher shipments of stereo endoscopes and cameras. Non-medical sales were lower due primarily to the discontinuation of sales of Dense Wavelength Division Multiplexer (DWDM) filters. WORKFORCE REDUCTION The Company has taken additional measures to realign its cost structure with current revenue expectations. In October 2002, the Company reduced its full-time workforce by approximately 16%, or six employees. As a result of this action, the Company expects to record a non-recurring pretax charge to earnings of approximately $53,000 for employee severance benefits in the quarter ending December 31, 2002. In addition, the Company is in the process of reviewing other expense areas to determine where additional reductions in discretionary spending can be achieved. OUTLOOK For the quarter ended September 30, 2002, cash and cash equivalents decreased by approximately $736,000, including non-recurring payments of approximately $168,000 related to idle space and terminating the lease on the Optical Thin Film Technology Center (which relieved the Company of an estimated $460,000 lease obligation). Excluding the non-recurring payments, cash usage during the quarter was $568,000, a 37% sequential decrease in cash usage from the previous quarter ended June 30, 2002. During the quarter ending December 31, 2002, the Company anticipates receiving net proceeds of approximately $550,000 related to the sale of a portion of its assets held for sale (property and equipment previously used in the Company's telecommunications product line). The remaining assets in this category are anticipated to be sold by June 30, 2003. Capital equipment expenditures during the quarter ended September 30, 2002 were approximately $16,000, down 51% from the quarter ended September 30, 2001. Future capital expenditures will be dependent upon future sales and success of on-going research and development efforts. For the quarter ended September 30, 2002, research and development expenses were approximately $310,000, down 54% from the $676,000 in the quarter ended September 30, 2001. It is anticipated that the quarterly level of R&D expenses for the foreseeable future will remain in this lower range, but is ultimately dependent upon the Company's assessment of new product opportunities. The Company's recently introduced new medical products and certain non-medical applications of its optical technology have been well received by the marketplace. These new products include: - Stereo endoscope systems (used in cardiac surgery and a growing number of other minimally invasive surgical procedures). - 30 degree line of sight version of the successful 5 mm autoclavable laparoscope. - 4 mm short endoscope (used in carpal tunnel surgery). - Longer version of the 10 mm laparoscope (used in bariatric surgery for treatment of morbid obesity). - 5 mm 30 degree endoscope (used in vessel transplant for cardiac bypass surgery). - Relay lens system (for use in medical digital photo microscopy). - Episcope (for use in examination of the epidermis). These initiatives alone have already generated orders from new and existing customers totaling approximately $1,170,000, of which approximately $83,000 was shipped in fiscal year 2002, approximately $181,000 was shipped in the quarter ended September 30, 2002, and approximately $274,000 and $384,000, respectively, is scheduled to be shipped during the quarters ending December 31, 2002 and March 31, 2003. The timing of the remaining shipments on these orders of approximately $248,000 is dependent upon customer delivery instructions. The Company anticipates additional follow-on orders for these products. ABOUT PRECISION OPTICS Precision Optics Corporation, a leading manufacturer of optical thin films and optical instruments since 1984, designs and manufactures high-quality optical thin film coatings, medical instruments, and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class 3-D endoscope for use in minimally invasive surgical procedures. Precision Optics Corporation is certified to the ISO 9001 Quality Standard, and complies with the FDA Good Manufacturing Practices and the European Union Medical Device Directive for CE Marking of its medical products. The Company's Internet Website is www.info@poci.com. -2- PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND SEPTEMBER 30, 2001 (UNAUDITED)
2002 2001 ---- ---- REVENUES $ 542,443 $ 491,096 COST OF GOODS SOLD 531,738 1,496,184 ----------- ------------ Gross Profit (Loss) 10,705 (1,005,088) ----------- ------------ RESEARCH and DEVELOPMENT EXPENSES 310,056 675,710 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 502,229 469,109 PROVISION FOR ASSET IMPAIRMENT -- 3,444,378 ----------- ------------ Total Operating Expenses 812,285 4,589,197 ----------- ------------ Operating Loss (801,580) (5,594,285) INTEREST INCOME 21,366 90,284 INTEREST EXPENSE (6,238) (1,928) Loss on Sale of Assets Held For Sale (5,439) -- ----------- ------------ Loss Before Provision for Income Taxes (791,891) (5,505,929) PROVISION FOR INCOME TAXES -- -- ----------- ------------ Net Loss $ (791,891) $ (5,505,929) =========== ============ Basic and Diluted Loss Per Share $ (0.08) $ (0.52) =========== ============ Weighted Average Common Shares Outstanding 10,503,908 10,503,908 =========== ============
-3- PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS ------
September 30, 2002 (Unaudited) June 30, 2002 ------------- ------------- CURRENT ASSETS Cash and Cash Equivalents $ 5,089,486 $ 5,825,601 Accounts Receivable, Net 304,199 374,499 Inventories 1,081,601 1,009,009 Refundable Income Taxes 13,849 13,849 Prepaid Expenses 298,732 93,574 Assets Held for Sale 839,810 847,696 ------------- ------------ Total Current Assets 7,627,677 8,164,228 ------------- ------------ PROPERTY AND EQUIPMENT 3,995,563 3,983,698 Less: Accumulated Depreciation (3,547,213) (3,492,403) ------------- ------------ Net Property and Equipment 448,350 491,295 ------------- ------------ OTHER ASSETS 216,024 224,516 ------------- ------------ TOTAL ASSETS $ 8,292,051 $ 8,880,039 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY TOTAL CURRENT LIABILITIES $ 959,104 $746,524 ------------- ------------ CAPITAL LEASE OBLIGATION AND OTHER 9,028 17,705 ------------- ------------ STOCKHOLDERS' EQUITY Common Stock, $.01 par value- Authorized -- 20,000,000 shares Issued and Outstanding - 10,503,908 shares at September 30, 2002 and June 30, 2002 105,039 105,039 Additional Paid-in Capital 27,682,657 27,682,657 Accumulated Deficit (20,463,777) (19,671,886) ------------- ------------ Total Stockholders' Equity 7,323,919 8,115,810 ------------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,292,051 $ 8,880,039 ============= ============
Forward-looking statements contained in this news release, including those related to the Company's products under development and revenue estimates, are made under "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties that could materially affect future results. These risks and uncertainties, many of which are not within the Company's control, include, but are not limited to, the uncertainty and timing of the successful development of the Company's new products, the risks associated with reliance on a few key customers; the Company's ability to regain and maintain compliance with requirements for continued listing on the NASDAQ SmallCap Market; the Company's ability to attract and retain personnel with the necessary scientific and technical skills, the timing and completion of significant orders; the timing and amount of the Company's research and development expenditures; the timing and level of market acceptance of customers' products for which the Company supplies components; performance of the Company's vendors; the ability of the Company to -4- control costs associated with performance under fixed price contracts; and the continued availability to the Company of essential supplies, materials and services; and the other risk factors and cautionary statements listed from time to time in the Company's periodic reports filed with the Securities and Exchange Commission, including but not limited to, the Company's Annual Report on Form 10-KSB for the year ended June 30, 2002. ### -5- SIGNATURE 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. PRECISION OPTICS CORPORATION, INC. Date: November 1, 2002 By: /s/ Jack P. Dreimiller ------------------------------------------- Name: Jack P. Dreimiller Title: Senior Vice President, Finance and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----