-----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, HsoVPkpEJLlh/SHgP9i9OeV2Y92ZRzKd0WaT3aQPXB0kC9XeMty9kGCqZ2f8tCzS Ed7YkN0gfvpKsN+jPpS0Pw== 0001104659-03-019852.txt : 20030902 0001104659-03-019852.hdr.sgml : 20030901 20030902154335 ACCESSION NUMBER: 0001104659-03-019852 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030829 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030902 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: 03876423 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 a03-3111_18k.htm 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):

 

September 2, 2003 (August 29, 2003)

 

PRECISION OPTICS CORPORATION, INC.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

001-10647

 

04-2795294

(State or other jurisdiction of
of incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
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 7.                    Financial Statements and Exhibits.

 

(c)

 

Exhibit Number

 

Title

 

 

 

 

 

 

 

99.1

 

Press Release issued by Precision Optics Corporation, Inc. on August 29, 2003.

 

Item 12.                        Results of Operations and Financial Condition.

 

On August 29, 2003 the Registrant issued the press release attached as Exhibit 99.1 announcing operating results on an unaudited basis for the fourth quarter of fiscal year ended June 30, 2003.  The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

2



 

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.

 

Date:  September 2, 2003

 

PRECISION OPTICS CORPORATION, INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

   /s/ Jack P. Dreimiller

 

 

 

 

Name:

Jack P. Dreimiller

 

 

 

 

Title:

Senior Vice President, Finance and Chief Financial Officer

 

 

 

 

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press Release issued by Precision Optics Corporation, Inc. on August 29, 2003.

 

4


EX-99.1 3 a03-3111_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS RELEASE

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

Friday, August 29, 2003

 

PRECISION OPTICS CORPORATION ANNOUNCES

 

FOURTH QUARTER AND YEAR END RESULTS

 

GARDNER, Massachusetts - Precision Optics Corporation, Inc. (Nasdaq: POCI) today announced operating results on an unaudited basis for the fourth quarter of fiscal year 2003 ended June 30, 2003. All shares and per share data reflect the effects of a 1-for-6 reverse stock split that became effective on January 29, 2003.

 

Fourth Quarter Operating Results
 

Revenues – For the quarter ended June 30, 2003, revenues were $363,947 compared to $600,977 for the same period last year, a decrease of 39.4%.  Revenues in the quarter ended June 30, 2003 were adversely affected by the loss of business from a key stereo endoscope customer, as described below.

 

Net Loss – For the quarter ended June 30, 2003, net loss was $1,008,172 or $0.58 per basic and diluted share, down $323,090, or 24.3% from the net loss of $1,331,262, or $0.76 per share, for the same period last year.  The weighted average common shares outstanding were 1,752,052 during both periods.

 

Special Charges – Net loss for the quarter ended June 30, 2003 included a provision for asset impairment of $123,511.  Net loss for the same period last year included a provision for asset impairment and restructuring of $332,393.

 

Cash Usage:  Cash and cash equivalents decreased by approximately $284,000 for the quarter ended June 30, 2003, the lowest quarterly cash usage in 2½ years.  This compares to a decrease in cash and cash equivalents of approximately $801,000 for the preceding quarter ended March 31, 2003.

 

Fiscal Year 2003 Operating Results
 

Revenues – For the year ended June 30, 2003, revenues were $2,399,217 compared to $1,774,283 for the same period last year, an increase of 35.2%.  The increase in revenues for the year ended  June 30, 2003 was due primarily to higher sales of stereo endoscope products.

 

Net Loss – For the year ended June 30, 2003, net loss was $2,927,762, or $1.67 per basic and diluted share, down $7,045,680 or 70.6%, from the net loss of $9,973,442, or $5.69 per share, for the year ended June 30, 2002.  The weighted average common shares outstanding were 1,752,052 during both periods.

 

Special Charges – Net loss for the year ended June 30, 2003 included a provision for asset impairment and restructuring of $176,642.  Net loss for the year ended June 30, 2002 included a provision for asset impairment, restructuring and inventory writedown totaling $4,985,021.

 



 

Cash Usage – Cash and cash equivalents decreased by approximately $2,321,000 for the year ended June 30, 2003, compared to a decrease of approximately $4,705,000 for the year ended June 30, 2002, a 50% improvement.

 

Customer Relationships 

 

As previously announced, the Company has received orders totaling approximately $335,000 from a new customer for production of a specialty endoscope used for cardiac surgical applications.  Due to certain design changes requested by the customer, only a small portion of these orders (representing approximately $21,000) was delivered during the quarter ended June 30, 2003.  The balance of the current orders is  expected to be delivered during the quarter ending September 30, 2003, and additional follow-on orders for this product are anticipated.

 

To date, this new customer relationship has partially offset the loss of business from the Company’s major stereo endoscope customer, as previously announced.  The Company continues to believe strongly in the market potential of its advanced endoscope technology, and continues development of a new generation of stereo endoscopes for consideration by this customer, as well as non-stereo products for other customers.

 

Provision for Asset Impairment and Restructuring

 

The provision for asset impairment and restructuring of $123,511 and $176,642 in the quarter and year ended June 30, 2003, respectively, consists of (1) employee severance benefits paid of $53,131 resulting from the October 2002 workforce reduction of 16% or six employees, and (2) a provision for asset impairment of $123,511 recorded in the quarter ended June 30, 2003, representing a further writedown of assets held for sale, which reflects the continuing deterioration in the market for used telecommunication equipment.

 

Cash Flow and Expenditures

 

Cash and cash equivalents decreased by approximately $284,000 for the quarter ended June 30, 2003, compared to a decrease of approximately $801,000 for the quarter ended March 31, 2003.  This lower quarterly use of cash is attributable primarily to higher customer receivables resulting from the higher sales level in the quarter ended March 31, 2003 that were collected during the quarter ended June 30, 2003.  As a result of the lower shipments in the quarter ended June 30, 2003, cash receipts in the quarter ending September 30, 2003 are expected to be significantly lower than the previous quarter.

 

Capital equipment expenditures during the year ended June 30, 2003 were approximately $28,000, down 69% from the year ended June 30, 2002.  Future capital expenditures will be dependent upon future sales and the success of on-going research and development efforts.

 

For the quarter ended June 30, 2003, research and development expenses were approximately $333,000, down 6.2% from the $355,000 in the quarter ended June 30, 2002. To date in the Company’s new fiscal year, R&D expenses are continuing to run at this lower level, but will ultimately depend upon the Company’s assessment of new product opportunities.

 

2



 

Outlook

 

The Company expects its recent pattern of quarter-to-quarter revenue fluctuations to continue, due to the uncertain timing of individual orders and their size in relation to total revenues. On a year-over-year basis, several measures of the Company’s financial health have shown significant improvement, which the Company attributes to a combination of cost control measures and improving conditions in some markets. The Company remains confident in the value of its technology and expertise both in medical and surgical applications and elsewhere. In addition, despite strict controls on R&D spending, the Company continues to move forward with new products and technical innovations.

 

About Precision Optics

 

Precision Optics Corporation, a leading developer and manufacturer of advanced optical instruments since 1982, designs and produces 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 product line of 3-D endoscopes 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.poci.com.

 

3



 

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND TWELVE MONTHS ENDED

June 30, 2003 AND 2002

(UNAUDITED)

 

 

 

— THREE MONTHS —

 

—TWELVE MONTHS—

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

363,947

 

$

600,977

 

$

2,399,217

 

$

1,774,283

 

COST OF GOODS SOLD

 

465,052

 

684,251

 

2,072,238

 

3,123,196

 

Gross Profit (Loss)

 

(101,105

)

(83,274

)

326,979

 

(1,348,913

)

RESEARCH and DEVELOPMENT

 

332,610

 

354,582

 

1,235,252

 

2,270,880

 

SELLING, GENERAL and ADMINISTRATIVE EXPENSES

 

460,929

 

578,780

 

1,881,313

 

2,079,994

 

PROVISION FOR ASSET IMPAIRMENT and RESTRUCTURING

 

123,511

 

332,393

 

176,642

 

4,445,021

 

LOSS ON SALE OF ASSETS HELD FOR SALE

 

 

 

19,171

 

 

Total Operating Expenses

 

917,050

 

1,265,755

 

3,312,378

 

8,795,895

 

Operating Loss

 

(1,018,155

)

(1,349,029

)

(2,985,399

)

(10,144,808

)

INTEREST INCOME

 

11,020

 

25,591

 

65,443

 

192,241

 

INTEREST EXPENSE

 

(125

)

(6,912

)

(6,894

)

(19,963

)

LOSS BEFORE PROVISION FOR INCOME TAXES

 

(1,007,260

)

(1,330,350

)

(2,926,850

)

(9,972,530

)

PROVISION FOR INCOME TAXES

 

912

 

912

 

912

 

912

 

NET LOSS

 

$

(1,008,172

)

$

(1,331,262

)

$

(2,927,762

)

$

(9,973,442

)

Basic and Diluted Loss Per Share (1)

 

$

(0.58

)

$

(0.76

)

$

(1.67

)

$

(5.69

)

Weighted Average Common Shares Outstanding (1)

 

1,752,052

 

1,752,052

 

1,752,052

 

1,752,052

 

 


(1) After giving effect to a 1-for-6 reverse stock split that became effective on January 29, 2003.

 

4



 

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

ASSETS

 

 

 

June 30, 2003

 

June 30, 2002

 

CURRENT ASSETS

 

 

 

 

 

Cash and Cash Equivalents

 

$

3,504,414

 

$

5,825,601

 

Accounts Receivable, Net

 

191,669

 

374,499

 

Inventories

 

1,257,288

 

1,009,009

 

Refundable Income Taxes

 

 

13,849

 

Prepaid Expenses

 

91,213

 

93,574

 

Assets Held for Sale

 

152,550

 

847,696

 

Total Current Assets

 

5,197,134

 

8,164,228

 

PROPERTY AND EQUIPMENT

 

4,013,680

 

3,983,698

 

Less:  Accumulated Depreciation

 

(3,723,350

)

(3,492,403

)

Net Property and Equipment

 

290,330

 

491,295

 

OTHER ASSETS

 

236,156

 

224,516

 

TOTAL ASSETS

 

$

5,723,620

 

$

8,880,039

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

TOTAL CURRENT LIABILITIES

 

$

534,017

 

$

746,524

 

 

 

 

 

 

 

CAPITAL LEASE OBLIGATION AND OTHER

 

1,555

 

17,705

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common Stock, $.01 par value-
Authorized — 20,000,000 shares
Issued and Outstanding – 1,752,052 shares
at June 30, 2003 and
2002 (1)

 

17,521

 

17,521

 

Additional Paid-in Capital (1)

 

27,770,175

 

27,770,175

 

Accumulated Deficit

 

(22,599,648

)

(19,671,886

)

Total Stockholders’ Equity

 

5,188,048

 

8,115,810

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

5,723,620

 

$

8,880,039

 

 


(1)           After giving effect to a 1-for-6 reverse stock split that became effective on January 29, 2003.

 

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 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

 

5



 

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 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.

 

###

 

6


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