-----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, Ll9K/CgJKh748s2oMVe5pmWD3k58rxUQZJfcMt/UnMBaz+8xng00Cii7QZEoyVYe FDvahWNOXdAIUscucyz1WA== 0000912057-01-004297.txt : 20010209 0000912057-01-004297.hdr.sgml : 20010209 ACCESSION NUMBER: 0000912057-01-004297 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010207 ITEM INFORMATION: FILED AS OF DATE: 20010208 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: SEC FILE NUMBER: 001-10647 FILM NUMBER: 1528356 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 a2037656z8-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): February 8, 2001 (February 7, 2001) 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 February 7, 2001, the Registrant issued the following press release announcing its operating results on an unaudited basis for the second quarter and six months of fiscal year 2001 ended December 31, 2000: PRECISION OPTICS CORPORATION ANNOUNCES: - INCREASED REVENUES FOR SECOND QUARTER - FIRST PRODUCTION SHIPMENT OF 100 GHZ DWDM FILTERS ACHIEVED IN JANUARY 2001 - NEGOTIATIONS CONCERNING LOWER DWDM FILTER PRICES PROCEEDING GARDNER, MASSACHUSETTS - Precision Optics Corporation, Inc. (Nasdaq: POCI) announced today operating results on an unaudited basis for the second quarter and six months of fiscal year 2001 ended December 31, 2000. OPERATING RESULTS Revenues for the quarter were $778,534 compared to $587,403 for the same period in fiscal year 2000, an increase of 32.5%. Net loss was $855,895, or $0.08 per share, compared to $698,583, or $0.09 per share, for the same period last year. The weighted average common shares outstanding were 10,498,608 compared to 7,751,239 for the same period last year. For the six months ended December 31, 2000, revenues were $1,666,833 compared to $1,304,288 for the same period last year, an increase of 27.8%. Net loss was $1,291,885, or $0.12 per share, compared to $1,150,885 or $0.15 per share, for the same period last year. The weighted average common shares outstanding were 10,447,425 compared to 7,469,417 for the same period last year. The increase in revenues for the quarter ended December 31, 2000 over last year's second quarter was driven by a 45% increase in sales of medical products, due largely to higher sales of endoscopes, stereo endoscopes, and endoscopic cameras. 200 GHZ DWDM FILTERS Shipments of 200 GHz DWDM filters during the quarter were sharply curtailed pending the renegotiation of pricing and delivery terms on several large orders with two customers amidst downward pricing pressure in the DWDM filter market generally. Shipments of 200 GHz filters were resumed in early January under an interim pricing arrangement, and it is anticipated that shipments to these two customers under renegotiated terms will resume during the quarter ending March 31, 2001. 2 The number of 200 GHz DWDM filters manufactured during the quarter increased 17% over the previous quarter, continuing the trend of sequential increases over the past three consecutive quarters. 100 GHZ DWDM FILTERS The Company is pleased to announce that in January 2001 the first customer shipment of 100 GHz DWDM filters was achieved. The installation and commissioning of a new state-of-the-art 100 GHz production system should significantly increase filter production capacity beginning in March 2001. Volume production and deliveries of 100 GHz filters is expected to begin in April, 2001. PRODUCT AND INFRASTRUCTURE DEVELOPMENT The Company has continued to invest aggressively in research, development and capital equipment to support increased participation in the long-term opportunities the telecommunications industry offers. In particular, work has accelerated on improved, higher-capacity manufacturing processes for 200 GHz filter production, and development and commercialization of 100 GHz filters. For the six months ended December 31, 2000, research and development expenses were approximately $1.3 million (up 56% from last year's first half), and capital equipment expenditures were approximately $842,000, up more than 220% from the same period last year. Several new state-of-the-art coating systems and ancillary equipment were installed in the Company's new Optical Thin Film Technology Center in the quarter ending December 31, 2000 and in January 2001. One of these is a proprietary high volume production system currently under development for both 100 GHz and 200 GHz DWDM filters. A new state-of-the-art system for the production of 200 GHz filters has been installed, is presently in final commissioning, and should be in production by the end of February 2001. FISCAL YEAR 2001 OUTLOOK It is anticipated that the above-mentioned shipment delays and re-pricing of DWDM filters will result in reductions to previously anticipated fiscal year 2001 sales and results. However, the addition of new production chambers currently scheduled to be installed and operational in advance of fiscal year-end is expected to significantly increase DWDM filter production capabilities and offset, at least partially, the effects of slowdowns and re-pricing. In addition, the Company expects the sharply increased pace of medical products sales to continue through the end of the fiscal year. Because of the uncertainties associated with both the renegotiation of certain DWDM filter orders and the resulting impact on the timing and amount of sales during the balance of this fiscal year, it is not possible to accurately predict the overall reduction in previously forecasted 3 fiscal year 2001 sales at this time. However, assuming the renegotiations are concluded this quarter as expected, the Company anticipates significantly increased sales in the second half of fiscal year 2001. 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 thin film coatings presently include those used in telecommunications, specifically DWDM filters, used to significantly increase the bandwidth capacity of fiber optics. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers for use in minimally invasive surgical procedures, including the only world-class 3-D endoscope for these advanced applications. 4 PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SECOND QUARTER AND SIX MONTHS ENDED DECEMBER 31, 2000 AND 1999
--SECOND QUARTER-- --SIX MONTHS-- 2000 1999 2000 1999 ---- ---- ---- ---- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) REVENUES $778,534 $587,403 $1,666,833 $1,304,288 COST OF GOODS SOLD 640,366 393,737 1,178,607 777,423 ----------- ---------- ------------ ------------ GROSS PROFIT 138,168 193,666 488,226 526,865 RESEARCH and DEVELOPMENT EXPENSES 772,277 467,226 1,337,449 856,645 SELLING, GENERAL and ADMINISTRATIVE EXPENSES 451,033 426,610 898,550 823,076 ----------- ---------- ------------ ------------ TOTAL 1,223,310 893,836 2,235,999 1,679,721 ----------- ---------- ------------ ------------ OPERATING LOSS (1,085,142) (700,170) (1,747,773) (1,152,856) INTEREST EXPENSE (3,153) (7,053) (7,096) (12,877) INTEREST INCOME 232,400 8,640 462,984 14,848 ----------- ---------- ------------ ------------ LOSS BEFORE PROVISION FOR INCOME TAXES (855,895) (698,583) (1,291,885) (1,150,885) PROVISION FOR INCOME TAXES - - - - ----------- ---------- ------------ ------------ NET LOSS $(855,895) $(698,583) $1,291,885 $(1,150,885) =========== ========== ============ ============ BASIC AND DILUTED LOSS PER SHARE ($0.08) ($0.09) ($0.12) ($0.15) =========== ========== ============ ============ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 10,498,608 7,751,239 10,447,425 7,469,417 =========== ========== ============ ============
5 PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
DECEMBER 31, 2000 JUNE 30, 2000 ----------------- ------------- CURRENT ASSETS Cash and Cash Equivalents $15,559,959 $15,128,750 Accounts Receivable, Net 496,637 638,299 Inventories 1,291,096 1,109,511 Prepaid Expenses 245,763 70,807 ----------- ------------ Total Current Assets 17,593,455 16,947,367 ----------- ------------ PROPERTY AND EQUIPMENT 6,610,549 5,768,913 Less: Accumulated Depreciation (3,270,392) (2,901,892) ----------- ------------ Net Property and Equipment 3,340,157 2,867,021 ----------- ------------ OTHER ASSETS 257,578 270,806 ----------- ------------ TOTAL ASSETS $21,191,190 $20,085,194 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY TOTAL CURRENT LIABILITIES $ 592,915 $ 756,414 CAPITAL LEASE OBLIGATION AND OTHER 115,498 88,175 STOCKHOLDERS' EQUITY Common Stock, $.01 par value- Authorized -- 20,000,000 shares Issued and Outstanding - 10,498,908 and 10,285,158 shares at December 31, 2000 June 30, 2000, respectively 104,989 102,852 Additional Paid-in Capital 27,626,115 25,094,195 Accumulated Deficit (7,248,327) (5,956,442) ----------- ------------ Total Stockholders' Equity 20,482,777 19,240,605 ----------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $21,191,190 $20,085,194 =========== ============
6 Forward-looking statements contained in this news release, including those related to the Company's products under development and operation of the Company's production facilities, 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. Among these risk factors are general economic and business conditions and growth in the optical communications and medical product markets, the impact of competitive products and pricing, performance by the Company's vendors, availability of third-party components, cost and yields associated with production of the Company's optical communications and other products 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, 2000. ### 7 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: February 8, 2001 By: /s/ Jack P. Dreimiller -------------------------------------- Name: Jack P. Dreimiller Title: Senior Vice President, Finance and Chief Financial Officer 8 -----END PRIVACY-ENHANCED MESSAGE-----