-----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, Vz+V1peQyDxXc5iIFwJredQRPhM7Is/htIqRjhTo9iLDAsgY1d7SuPQaaplGwr49 /s8GjlKdvltDMHO/5wOyoA== 0000950147-01-500250.txt : 20010209 0000950147-01-500250.hdr.sgml : 20010209 ACCESSION NUMBER: 0000950147-01-500250 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010208 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIGHTPATH TECHNOLOGIES INC CENTRAL INDEX KEY: 0000889971 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 860708398 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27548 FILM NUMBER: 1528768 BUSINESS ADDRESS: STREET 1: 6820 ACADEMY PKWY E N E STREET 2: STE 103 CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5053421100 8-K 1 e-6223.txt CURRENT REPORT DATED 2-8-2001 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K ---------- PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2001 Commission File Number 000-27548 ---------- LIGHTPATH TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 86-0708398 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3819 OSUNA, NE ALBUQUERQUE, NEW MEXICO 87109 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (505) 342-1100 ================================================================================ LIGHTPATH TECHNOLOGIES, INC. FORM 8-K ITEM 7. EXHIBITS. Exhibit Description ------- ----------- 99.1 Press release dated February 8, 2001, announcing fiscal 2001 second quarter financial results. ITEM 9. REGULATION FD DISCLOSURE The information in this report is being furnished pursuant to Regulation FD. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information. On February 8, 2001, LightPath Technologies, Inc. a Delaware corporation (the "Company"), issued a press release announcing, among other things, fiscal 2001 second quarter financial results. A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed in its behalf by the undersigned, thereunto duly authorized. LIGHTPATH TECHNOLOGIES, INC. By: /s/ Donna Bogue February 8, 2001 --------------------------------------- Donna Bogue CFO and Treasurer EX-99.1 2 ex99-1.txt PRESS RELEASE DATED 2-8-2001 Exhibit 99.1 PRESS RELEASE OF REGISTRANT DATED FEBRUARY 8, 2001 ================================================================================ LIGHTPATH TECHNOLOGIES ANNOUNCES SECOND QUARTER OF FISCAL 2001 FINANCIAL RESULTS ================================================================================ SUBSTANTIAL TELECOM REVENUE GROWTH CONTINUES FOR IMMEDIATE RELEASE (FEBRUARY 8, 2001) Albuquerque, NM. LightPath Technologies, Inc. (Nasdaq: LPTH), manufacturer of families of high performance fiber-optic collimator, isolator, mechanical switch products and precision molded aspherical optics, today announced financial results for the second quarter and the first six months of the fiscal year ended June 30, 2001. Results for the six month reporting period ended December 31, 2000 include the operating results of Geltech, Inc. (Geltech) since September 20, 2000, the date the Company acquired Geltech. For the quarter ended December 31, 2000, the Company reported total revenues of $7.8 million compared to total revenues of $277,795 for the second quarter of the previous fiscal year, an increase of approximately 2700%. Sales from acquisitions accounted for $6.2 million or 83% of the increase in total revenue while $1.3 million or 17% was from existing telecom product sales. Net loss for the quarter was $8.8 million, which includes approximately $6.5 million in non-cash charges for the amortization of acquisition intangible assets and goodwill and stock-based compensation expense. Net loss applicable to common shareholders for the second quarter of fiscal 2001 was $8.9 million or $(0.46) per applicable common share, compared to a net loss of $1 million and net loss applicable to common shareholders of $2.1 million or $(0.32) per applicable common share for the second quarter of fiscal 2000. For the six-month period ended December 31, 2000, the Company reported an increase of approximately 1900% in total revenues to $10.8 million compared with $546,900 for the comparable period in the previous year. Sales from acquisitions accounted for $8.25 million or 80% of the increase in total revenue while $2 million or 20% was due to sales of existing telecom products. Net loss for the six-month period was $25.8 million, which includes approximately $20.8 million in non-cash charges for the write off of the acquired in-process research and development of Geltech, amortization of acquisition intangible assets and goodwill and stock-based compensation expense. Net loss applicable to common shareholders in the first six months of fiscal 2001 was $25.8 million or $(1.38) per applicable common share, compared to a net loss of $2 million and a net loss applicable to common shareholders of $3.2 million or $(0.53) per applicable common share, for the first six month period of the previous year. Excluding the non-cash charges, which attributed $(1.11) to the net loss per share, the net loss per applicable common share would have been $(0.27) in the six-month period of fiscal 2001. The number of shares outstanding used in the per-share calculations for the first six month period of fiscal 2001 increased by 213% from the previous year's comparable period due to the conversions of the convertible debentures and preferred stock issued in private placements, the exercise of Class A and Class B warrants and other outstanding warrants and options and the issuance of shares in connection with the acquisitions of Horizon Photonics and Geltech. For the period ended December 31, 2000, the Company had increased its investment in LightChip by $7.2 million to $8.2 million, reduced acquired Geltech debt to $0.9 million and reported approximately $38 million in cash at the end of the period. The Company also announced that it had posted record product sales bookings for the sixth consecutive quarter. Consolidated sales bookings increased to $23 million at December 31, 2000 compared to $10.2 million at September 30, 2000 and $4 million at June 30, 2000. This increase was primarily attributable to telecom product orders taken from the Company's largest customers, Lucent Technologies, Inc., Corning Inc., SDL, Inc. and New Focus. The Company expects significant growth to continue in its telecom product areas over the next twelve months. Don Lawson, President and CEO, commented, "I am very pleased with our results for the quarter as our announced revenue growth reflects acceptance of our families of passive optical devices in many areas of the optical networking industry. We received follow-on volume orders for previously qualified isolator, collimator and aspherical lens customers at record levels. Additionally, we released new products in the form of a low cost isolator for high volume metro applications with roll-out production orders. We continue on track to meet our financial model for the fiscal year 2001." LightPath manufactures proprietary collimator assemblies, GRADIUM(R) glass products and other optical telecommunications products at its headquarters in Albuquerque. The Company's subsidiaries, Horizon Photonics and Geltech, manufacture isolator products utilizing proprietary automation technology in Walnut, California, and precision molded aspherical optics used in the active telecom components market in Orlando, Florida and Auburn, California. Additionally, Geltech has a unique and proprietary line of all-glass diffraction gratings (StableSil(R)) for telecom applications as well as a product family of Sol-Gel based waveguides. The Company also has an office in Warren, New Jersey for the purpose of developing various optical switch products. The Company has 46 U.S. patents, plus 8 more pending, associated with its optical technologies. In addition, various foreign countries have issued a total of 18 patents with 28 patents pending. LightPath common stock trades on the Nasdaq National Market under the stock symbol LPTH. Contacts: Donald E. Lawson, President & CEO of LightPath Donna Bogue, CFO of LightPath LightPath Technologies, Inc. (505) 342-1100 Internet: www.light.net This news release includes statements that may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, factors detailed by LightPath Technologies, Inc. in its public filings with the Securities and Exchange Commission. 2 LIGHTPATH TECHNOLOGIES, INC. CONDENSED CONSOLIDATED INCOME STATEMENTS (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED DECEMBER 31, DECEMBER 31, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ----------- ------------ ----------- Revenues $ 7,760,606 $ 277,795 $ 10,825,545 $ 546,900 Cost of sales 4,711,487 105,009 6,436,261 189,830 Selling, general and administrative 4,275,338 979,716 7,683,828 1,647,065 Research and development 1,768,900 189,169 3,131,243 290,265 Stock-based compensation 2,782,773 -- 5,482,773 -- Acquired in process research and development -- -- 9,100,000 -- Amortization of goodwill and intangibles 3,676,212 5,531 6,214,342 10,781 ------------ ----------- ------------ ----------- Operating loss (9,454,104) (1,001,630) (27,222,902) (1,591,041) Other income(expense) 609,143 45,051 1,439,208 (381,916) ------------ ----------- ------------ ----------- Net loss $ (8,844,961) $ (956,579) $(25,783,694) $(1,972,957) Net loss applicable to common shareholders $ (8,863,512) $(2,139,621) $(25,829,158) $(3,164,157) ============ =========== ============ =========== Basic and diluted net loss per share $ (.46) $ (.32) $ (1.38) $ (.53) ============ =========== ============ =========== Number of shares used in per share calculation 19,242,857 6,786,966 18,785,241 6,004,947
3 LIGHTPATH TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) DECEMBER 31, JUNE 30, 2000 2000 ------------ ------------ Cash and cash equivalents $ 38,247,078 $ 58,728,130 Trade account receivable, net 5,238,150 841,533 Inventories 4,479,812 1,690,058 Other current assets 482,420 243,184 ------------ ------------ Total current assets 48,447,460 61,502,905 Property and equipment, net 10,757,909 6,482,039 Goodwill and intangibles, net 46,349,597 31,727,811 Investment 8,234,885 1,000,000 ------------ ------------ Total assets $113,789,851 $100,712,755 ============ ============ Accounts payable $ 1,108,532 $ 1,573,531 Other current liabilities 1,897,790 800,505 ------------ ------------ Total current liabilities 3,006,322 2,374,036 Long-term debt 572,239 -- Deferred income taxes and other liabilities 3,316,304 40,221 Stockholders' equity 106,894,986 98,298,498 ------------ ------------ Total liabilities and stockholders' equity $113,789,851 $100,712,755 ============ ============ LIGHTPATH TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) SIX MONTHS ENDED ----------------------------- DECEMBER 31, DECEMBER 31, 2000 1999 ------------ ------------ Cash and cash equivalents at end of period $ 38,247,078 $ 5,684,280 ------------ ----------- Net loss adjusted for noncash charges (3,857,260) (1,301,273) Net cash used for working capital (5,714,684) 36,840 ------------ ----------- Net cash used for operations $ (9,571,944) $(1,264,433) Net cash used in investing activities (11,254,898) (2,036,540) Net cash provided by financing activities $ 345,790 $ 8,571,865 --END-- 4 -----END PRIVACY-ENHANCED MESSAGE-----