-----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, VOSIk4O9u6QeCPmxqhyYdVjg8VtF/G00n11MehFfEw3Z3NZZsKlZocbiwQwGu8dw oDtkwc/SDBpHAVbT9io9OQ== 0001104659-03-026150.txt : 20031113 0001104659-03-026150.hdr.sgml : 20031113 20031113140611 ACCESSION NUMBER: 0001104659-03-026150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031113 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031113 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: 03997242 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 a03-5257_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):

 

November 13, 2003 (November 10, 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 November 10, 2003.

 

 

 

 

 

Item 12.

 

Results of Operations and Financial Condition.

 

On November 10, 2003 the Registrant issued the press release attached as Exhibit 99.1 announcing operating results on an unaudited basis for the first quarter of fiscal year 2004 ended September 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.

 

 

PRECISION OPTICS CORPORATION, INC.

 

 

 

 

Date:  November 13, 2003

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 November 10, 2003.

 

4


EX-99.1 3 a03-5257_1ex99d1.htm EX-99.1

Exhibit 99.1

 

NEWS RELEASE

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

Monday, November 10, 2003

 

 

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 2004 ended September 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.

 

First Quarter Operating Results

 

Revenues – For the quarter ended September 30, 2003, revenues were $638,806 compared to $542,443 for the same period last year, an increase of 17.8%.  Revenues in the quarter increased 75.5% sequentially from the preceding quarter.

 

Net Loss – For the quarter ended September 30, 2003, net loss was $636,449 or $0.36 per basic and diluted share. This was 19.6% less than the net loss of $791,891, or $0.45 per share, for the same period last year. It was also 36.9% less than the net loss for the preceding quarter. Net loss for the quarter ended June 30, 2003 was $1,008,172, or $0.58 per share, including asset impairment charges of $123,511. The weighted average common shares outstanding were 1,752,052 during each period.

 

Customer Relationships 

 

As previously announced, the Company began production of a specialty endoscope for cardiac surgical applications in late spring, following the receipt of orders totaling approximately $335,000 from a new customer. Endoscopes representing approximately $21,000 of these orders were delivered during the quarter ended June 30, 2003, with the balance delivered during the quarter ending September 30, 2003, following certain new design features requested by the customer. Additional follow-on orders for this product are anticipated.

 

Cash Flow and Expenditures

 

Cash and cash equivalents decreased by approximately $754,000 for the quarter ended September 30, 2003, compared to a decrease of approximately $284,000 for the quarter ended June 30, 2003. This increased cash usage is attributable primarily to reduced cash collections resulting from a reduction in business from a major endoscope customer in the preceding quarter. Receivables at September 30, 2003 were up by approximately $181,000 from June 30, 2003, due primarily to the higher sales volume in the quarter. Also contributing to the higher receivables at September 30, 2003, and thus the higher cash usage, was the pattern of shipments during the quarter, with more than 45% occurring during the last month.

 



 

Capital equipment expenditures during the quarter ended September 30, 2003 were approximately $25,000, up 63% from the same period in 2002. Future capital expenditures will depend on future sales and the success of ongoing research and development efforts.

 

For the quarter ended September 30, 2003, research and development expenses were approximately $267,000, down 14% from $310,000 a year earlier. Quarterly R&D expenses are expected to remain at this lower level for the foreseeable future, but will ultimately depend on the Company’s assessment of new product opportunities.

 

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, including revenues, gross profit and operating expenses, which the Company attributes to a combination of cost control measures and improving conditions in some markets. The Company is confident in the value of its technology and expertise both in medical and surgical applications and elsewhere. The Company continues to move forward with new products and technical innovations, while maintaining strict controls on R&D spending.

 

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.  For more information, visit www.poci.com.

 

2



 

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002
(UNAUDITED)

 

 

 

2003

 

2002

 

 

 

 

 

 

 

REVENUES

 

$

638,806

 

$

542,443

 

 

 

 

 

 

 

COST OF GOODS SOLD

 

586,263

 

531,738

 

 

 

 

 

 

 

Gross Profit

 

52,543

 

10,705

 

 

 

 

 

 

 

RESEARCH and DEVELOPMENT EXPENSES

 

267,070

 

310,056

 

 

 

 

 

 

 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

429,330

 

502,229

 

 

 

 

 

 

 

LOSS ON SALE OF ASSETS HELD FOR SALE

 

 

5,439

 

 

 

 

 

 

 

Total Operating Expenses

 

696,400

 

817,724

 

 

 

 

 

 

 

Operating Loss

 

(643,857

)

(807,019

)

 

 

 

 

 

 

INTEREST INCOME

 

7,454

 

21,366

 

 

 

 

 

 

 

INTEREST EXPENSE

 

(46

)

(6,238

)

 

 

 

 

 

 

Net Loss

 

$

(636,449

)

$

(791,891

)

 

 

 

 

 

 

Basic and Diluted Loss Per Share

 

$

(0.36

)

$

(0.45

)

 

 

 

 

 

 

Weighted Average Common Shares Outstanding

 

1,752,052

 

1,752,052

 

 

3



 

PRECISION OPTICS CORPORATION, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS

 

 

 

September 30, 2003

 

June 30, 2003

 

CURRENT ASSETS

 

 

 

 

 

Cash and Cash Equivalents

 

$

2,750,369

 

$

3,504,414

 

Accounts Receivable, Net

 

372,705

 

191,669

 

Inventories

 

1,257,983

 

1,257,288

 

Prepaid Expenses and Other Current Assets

 

247,969

 

91,213

 

Assets Held for Sale

 

152,550

 

152,550

 

Total Current Assets

 

4,781,576

 

5,197,134

 

PROPERTY AND EQUIPMENT

 

4,039,063

 

4,013,680

 

Less:  Accumulated Depreciation

 

(3,762,850

)

(3,723,350

)

Net Property and Equipment

 

276,213

 

290,330

 

OTHER ASSETS

 

241,377

 

236,156

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

5,299,166

 

$

5,723,620

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

$

747,567

 

$

534,017

 

 

 

 

 

 

 

CAPITAL LEASE OBLIGATION AND OTHER

 

 

1,555

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

Common Stock, $.01 par value-

 

 

 

 

 

Authorized — 20,000,000 shares at
Issued and Outstanding – 1,752,052 shares at September 30, 2003 and June 30, 2003

 

17,521

 

17,521

 

Additional Paid-in Capital

 

27,770,175

 

27,770,175

 

Accumulated Deficit

 

(23,236,097

)

(22,599,648

)

Total Stockholders’ Equity

 

4,551,599

 

5,188,048

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

5,299,166

 

$

5,723,620

 

 

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 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

 

4



 

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, 2003.

 

 

###

 

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