UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[x] ANNUAL REPORT UNDER SECTION 13 0R 13(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from ______________ to ______________
Commission file number 000-27503
____________________
DYNASIL CORPORATION OF AMERICA
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(Exact name of small business issuer as specified in its charter)
New Jersey
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(State or other jurisdiction of incorporation)
22-1734088
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(IRS Employer Identification No.)
385 Cooper Road, West Berlin, New Jersey, 08091
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(Address of principal executive offices)
(856) 767-4600
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(Registrant's telephone number, including area code)
None
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(Securities registered pursuant to Section 12(b) of the Act)
Common Stock Par Value $0.0005 Per Share
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Title of Class
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(Securities registered pursuant to Section 12(g) of the Act)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
Check if there is no disclosure of delinquent filers in response to item 405
of Regulation S-B contained in this form, and that no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in part III of this Form
10-KSB or any amendment to this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year: $2,807,309
The number of shares of Common Stock outstanding as of November 30, 1999 was
2,345,136 shares.
The aggregate market value of voting stock of the registrant held by
non-affiliates as of November 30, 1999 was approximately $695,964
Transitional small business format Yes __ No X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL OVERVIEW
- ----------------
Business Development
Dynasil Corporation of America ("Dynasil", "we", or the "Company") was
incorporated in the State of New Jersey on October 20, 1960.
On April 22, 1996, the Company's articles of incorporation were amended
to reflect an increase in the authorized shares of common stock from 1,500,000
to 25,000,000, and a reduction of the par value of the common stock from $.10
to $.001. On June 1, 1996, the Board of Directors declared a three-for-two
stock split, effected in the form of a 50% stock dividend payable to
stockholders of record on April 30, 1996.
On October 16, 1996, the Board of Directors declared a two-for-one stock
split payable on November 1, 1996 to stockholders of record on October 1,
1996, which split further reduced the par value of our common stock from $.001
to $.0005 per share.
On September 30, 1997, we sold substantially all of the assets of our
wholly-owned subsidiary, Hibshman Corporation, to Gary Edmonson and Patricia
Catron, who were employees of Hibshman Corporation. As consideration for the
sale, the Company received a note receivable of $200,000 which was collected
during fiscal year ended September 30, 1998. The sale resulted in a loss of
$194,453. The purchase price was based on 60% of the appraised value of the
assets that were acquired.
Hibshman Corporation had been acquired by us on October 1, 1993 in
exchange for 172,932 shares of our common stock. The business of Hibshman
Corporation was to polish the fused silica blanks supplied by manufacturers
such as Dynasil, into finished product. As such, Hibshman Corporation was
acquired to extend our business into the finished goods market. However after
we acquired Hibshman Corporation, it never generated sufficient sales to
offset its cost of operation. Furthermore, an infusion of capital was
necessary to modernize the equipment and processes of Hibshman Corporation. In
the fall of 1997, we commenced efforts to sell Hibshman Corporation by
advertising it for sale throughout the appropriate business community.
Although there were several interested buyers, none of these buyers made a
sufficient offer. Subsequently, Edmonson and Catron made an offer which was
better than the previous offers, and at least twice the liquidation value of
the equipment. In view of the continual losses, we believed that the decision
to sell Hibshman Corporation, although at a loss, was in our best long term
interests.
1
<PAGE>
Business
We are primarily engaged in the manufacturing and marketing of customized
synthetic fused silica products. We also distribute fused quartz material that
we obtain from a variety of sources. Our products are used primarily as
components of optical instruments, lasers, analytical instruments,
semiconductor/electronic devices, spacecraft/aircraft components, and in
devices for the energy industry. These include:
o Optical components - lenses, prisms, reflectors, mirrors,
filters, optical flats
o Lasers - Beam Splitters, brewster windows, q-switches,
medical/industrial lasers, exciter systems
o Analytical Instruments - UV spectrophotometer cells, fire
control
devices, reticle substrates, interferometer plates
o Energy - Laser/Tkamak fusion research isotope separation, solar
cell covers
o Semiconductor/Electronic - Microcircuit substrates, microwave
devices, photomasks, sputter plates, microlithography optics
o Spacecraft/Aircraft - Docking light covers, windows, re-entry
heat shields, ring laser gyros
We have a two person sales force comprised of Bruce Leonetti, our Vice
President, Sales and Marketing, and an administrative assistant, located in
our corporate headquarters West Berlin, New Jersey that handles all domestic
sales. We also use manufacture representatives in various foreign countries
for international sales. Marketing efforts include direct customer contact
through sales visits, advertising in trade publications and presentations at
trade shows. Our products are distributed through direct sales and delivered
by commercial carriers.
We compete for business in the optics industry primarily with two other
manufacturers of synthetic fused silica and several distributors of their
products. The manufacturers are Corning Incorporated, Canton, NY and Heraeus
Quarzglas, Germany. Our principal competitive distributors include United Lens
Company, Inc., Southbridge, MA, Advanced Glass Industries, Rochester, NY and
Glass Fab, Inc., Rochester NY.
Market share in the optics industry is largely determined by a
combination of quality, price and speed of delivery. We believe that we are
competitive in the mid to high level quality markets. We feel that we do not
compete as effectively for the lower quality markets because our price is not
competitive, or in the very highest quality market because our manufacturing
process is not currently able to produce product of sufficient quality.
All of the fused silica that we manufacture is produced using a single
manufacturing process. The product is then graded to determine its quality. We
have been able to sell the higher quality material at a higher price, and with
higher profit margins. With respect to speed of delivery, we believe that we
perform as well as or better than our competitors.
2<PAGE>
The primary raw material used in our manufacturing process is silicon
tetrachloride, which we obtain from Teledyne Wah Chang. In the event we are
unable to obtain silicon tetrachloride from our current supplier, it is
available from Dow Chemical or Hemlock, Inc. at comparable prices.
We presently have over 150 customers, with 90% of our business being
concentrated in our top 40 customers. Our five largest customers, Heraeus
Amersil, Inc., Grimes Aerospace Company, Spectra Physics, VLOC, ESCO Products,
Inc., each accounted for approximately 6.9%, 5.5%, 5.5%, 5.3%, 5.1%,
respectively, of our total revenues during fiscal year 1998. Our five largest
customers, Grimes Aerospace Company, Mindrum Precision, Inc., VLOC, Inc.,
Detector Electronics, and Spectra Physics, each accounted for approximately
8.5%, 5.8%, 5.7%, 5.1% and 5.0% respectively, of our revenues during fiscal
year 1999. Generally, our customers provide purchase orders for a specific
quantity and quality of fused silica. These purchase orders generally are
filled with fused silica from inventory or manufacture to order. Orders are
generally filled over a period ranging from one month to one year. The loss of
any of these customers would likely have a material adverse effect on our
business, financial condition and results of operations.
Our business and financial condition would be materially adversely
affected if we do not attain substantial additional business from these
customers, or if we lose the business of any of these customers, and if we
fail to attain substantial additional business from other customers.
We rely on trade secret and copyright laws to protect the proprietary
technologies that we may develop, but there can be no assurance that those
laws will provide us with sufficient protection, that others will not develop
technologies that are similar or superior to ours, or that third parties will
not copy or otherwise obtain or use our technologies without our
authorization. We have no patents or patent applications filed or pending.
Other than federal, state and local environmental laws, our manufacturing
process is not subject to direct governmental regulation. Dynasil's
manufacturing process, which includes storage of hazardous materials, is
subject to a variety of federal, state and local environmental rules and
regulations. We make extensive use of engineering consultants to provide the
technical expertise to help ensure that our equipment is in compliance with
the environmental laws. Waste water and ground water testing is conducted
quarterly by an engineering consultant, and the results are submitted directly
to the appropriate regulating agencies. We are permitted to dispose of our
waste water through the Camden County Municipal Utilities Authority. We have a
permit to use an air scrubber system, which is tested periodically. The next
test of the scrubber system is scheduled for January 2000 (pending receipt of
approval by the New Jersey Department of Environmental Protection of testing
protocol). We do not have a pending notice of violations and are aware of no
potential violations. We train our employees in the proper handling of
hazardous materials. There are no buried storage tanks on our property. A
Phase I environmental audit, completed approximately two years ago, did not
disclose any conditions requiring remediation. Our environmental compliance
costs approximately $600,000 per year.
3<PAGE>
Our research and development activities primarily have involved changes
to our manufacturing process and the introduction of equipment with newer
technology. Improvements to our manufacturing process involved developing
larger furnaces in order to produce larger fused silica boules, and replacing
existing furnaces with higher quality equipment. We have spent approximately
$1,300,000 to develop the larger furnaces and upgrade existing furnaces. An
additional $400,000 was invested in additional glass processing equipment.
Investigations into use of purer raw material, alternative fuels and improved
distribution systems have been the primary emphasis of our research and
development program.
EMPLOYEES
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Our total work force consist of 24 employees; 3 administrative, 2 sales,
and 19 shop personnel (including 2 part time employees).
The shop currently is non-union. The workforce had originally been
members of the Teamsters Union, but voluntarily decertified in the early
1980's. From then until 1989 the workforce was represented by an "in-house"
union. In 1989 this representation was voted out and the shop became
non-union.
Employee Benefit Plans
We have adopted a Stock Incentive Plan which provides for, among other
incentives, granting to officers, directors, employees and consultants options
to purchase shares of our common stock up to a total of 900,000 shares. The
900,000 shares consist of two separate plan approvals. The 1st plan was
approved in February 1996 for 450,000 shares, restated to reflect the stock
splits of 1996. The seconded plan approval was January 1999 for an additional
450,000 shares. At September 30, 1999, 494,723 shares of common stock were
reserved for issuance under the Stock Incentive Plans. Options granted under
the Plans are generally exercisable over a five year period. To date, options
have been granted at exercise prices ranging from $1.00 to $3.52 per share. At
September 30, 1999, 113,277 options were outstanding.
We have adopted an Employee Stock Purchase Plan which permits
substantially all employees to purchase common stock. Employees have an
opportunity to acquire common stock at a purchase price of 65% of the fair
market value of the shares. To date, shares issued to employees have been
restricted shares subject to the holding periods of Rule 144. Under the plan,
a total of 150,000 shares had been reserved for issuance. Of these, 46,273
shares have been purchased by the employees at purchase prices ranging from
$.49 to $2.68 per share. During any twelve month period, employees are limited
to a total of $5,000 of stock purchases.
The Company has a 401K Plan for the benefit of its employees. The Company
did not make a contribution for the years ended September 30, 1999, 1998 and
1997.
4<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
Facilities
We own a manufacturing and office facility consisting of a one-story,
masonry and steel building containing approximately 15,760 square feet,
located at 385 Cooper Road, West Berlin, New Jersey, 08091. The building is
situated on a 3.686 acre site. It contains eight furnaces with attendant
pollution control systems, glass processing equipment, quality control
functions and administrative office space. We have received site plan approval
to construct four additional furnaces. We believe the property is in
satisfactory condition and suitable for our purposes.
Leases
We lease office equipment and four storage containers at an annual total
lease obligation of $7,542. We also have entered into lease purchase
agreements for a lift truck, a retro-fit of a glass saw, and an ID slicing
saw, for a total annual lease obligation of $74,540.
ITEM 3. LEGAL PROCEEDINGS
No material legal proceedings to which the Company or any of its property
is subject are pending, nor to the knowledge of the Company are any such legal
proceedings threatened.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted, during the Fourth Quarter of the Fiscal Year covered
by this report, to a vote of security holders through solicitation of proxies
or otherwise.
5
<PAGE>
PART II
ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Registrant's Common Stock is quoted on the NASD-OTC Bulletin Board
under the symbol "DYSL". The Company's Common Stock has been traded publicly
since April 22, 1981. The "high" and "low" bid quotations for the Company's
Common Stock as reported by the OTC Bulletin Board for each quarterly period
for the fiscal years ended September 30, 1998 and September 30, 1999 were as
follows:
Fiscal Quarter High Bid Price Low Bid Price
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1998
First $5.25 $2.875
Second 6.00 3.375
Third 4.00 2.00
Fourth 3.00 2.00
1999
First $2.00 $0.875
Second 1.50 1.00
Third 1.375 0.75
Fourth 1.125 0.625
The above listed quotes reflect inter-dealer prices without retail
mark-up, mark-down, or commissions, and may not represent actual transactions.
As of September 30, 1999, there were 2,344,942 shares of common stock
outstanding held by approximately 256 holders of record of the Common Stock of
the Company (plus a small number of additional shareholders whose stock is
held in street name and who have declined disclosure of such information).
At September 30,1999, 494,723 shares of common stock were reserved for
issuance under the Stock Incentive Plans. Options granted under the Plans are
generally exercisable over a five year period.
To date, options have been granted at exercise prices ranging from $1.00
to $3.52 per share. At September 30, 1999, 113,277 options were outstanding.
Of the 2,344,942 outstanding shares, there are 226,497 shares that could
be sold pursuant to Rule 144 of the Securities Act of 1933, as amended.
6
<PAGE>
The Company has paid no cash dividends since its inception. The Company
presently intends to retain any future earnings for use in its business and
does not presently intend to pay cash dividends in the foreseeable future.
Holders of the Common stock are entitled to share ratably in dividends when
and as declared by the Board of Directors out of funds legally available
therefor.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following management's discussion and analysis should be read in
conjunction with our financial statements and the notes thereto appearing
elsewhere in this Form 10-KSB
General Business Overview
The Company's sales for the fiscal year ended September 30, 1999 were
$2,807,309, a decrease of $1,174,086 from sales of $3,981,395 for the fiscal
year ended September 30, 1998. The Company believes the economic problems in
Asia, resulting in a market downturn in the semiconductor and optics
industries, was the primary reason for the decrease. The above sales generated
a net loss of $315,555 for fiscal 1999 and net income of $230,782 for fiscal
1998. Losses in the 1st and 2nd quarters of fiscal 1999 were offset by
profitable 3rd and 4th quarters. Expense reductions and a moderate pickup in
the markets served by the Company helped support the profitable quarters. We
continue to see a pick up in sales activity with a noted increase in
international sales over previous periods. Efforts to accelerate our growth
through product line expansion and merger & acquisition activities remain
active.
Results of Operations
Comparison of Fiscal Year ended September 30, 1999 to Fiscal Year ended
September 30, 1998
Revenues decreased to $2,807,309 for fiscal 1999 from $3,981,395 for
fiscal 1998. The decrease of $1,174,076 or 29.5% reflects the downturn in the
semiconductor and optics markets. The problems experienced by the Asian
economy in late 1998 caused end users of our product to delay orders. This
delay carried through most of 1999. We just recently have begun seeing a
reverse in that trend and quote activity has increased.
Cost of sales decreased to $2,294,115 or 81.7% of revenues, for fiscal
1999 from $2,711,148 or 68.1% of revenues, for fiscal 1998. The decrease of
$417,033 or 15.3% was primarily due to the effect of the reduced sales. The
increase in cost of sales, as a percentage of revenues, of 13.6% from fiscal
1998 to fiscal 1999 was a direct result of the inability of the Company to
reduce expenses quicker, in response to the downturn in sales. Management felt
the initial downturn would be short and therefore kept the workforce in place
in anticipation of a fast recovery. When this did not occur reductions were
made to bring the workforce in line with the revised sales projections.
7
<PAGE>
Gross margin decreased to $513,194 or 18.3% of revenues, for fiscal 1999
from $1,270,247 or 31.9% of revenue, for fiscal 1998. The decrease of
$757,053, or 59.6% , is related to a combination of the reduced sale and
increases in cost of sales as discussed above.
Selling, general and administrative expenses decreased to $634,925 or
22.6% of revenue, for fiscal 1999 from $874,962, or 22.0% of revenue, for
fiscal 1998. The decrease of $240,037 or 27.4%, was due to an across the board
reduction in all classes of expenses. This was in response to the substantial
decrease in revenues. Major decreases occurred in salary and related expenses,
outside professional fees and travel expenses.
Interest Expense increased to $194,437 or 6.9% of revenue, for fiscal
1999 from $188,150 or 4.7% of revenue, for fiscal 1998. The increase of $6,287
or 3.3%, was due primarily to the additional debt we incurred in the later
part of fiscal 1998. See discussion of debt restructuring under Liquidity and
Capital Resources.
Net income decreased to a loss of $315,555 or 11.2% of revenue, for
fiscal 1999 from income of $230,782 or 5.8% of revenue, for fiscal 1998. The
decrease of $546,337 was primarily a result of decreased revenue and
increased cost of sales.
The Company has no provisions for income taxes for either fiscal 1999 or
1998. As of September 30, 1999 we have approximately $960,000 of net operating
loss carryforwards to offset future taxable income for federal tax purposes
expiring in various years through 2018. In addition, the Company has
approximately $406,000 of net operating loss carryforwards to offset certain
future states' taxable income, expiring in various years through 2006.
Liquidity and Capital Resources
Net cash provided by operating activities increased to $209,052 for
fiscal year 1999, from $71,064 for fiscal year 1998. The increase of $137,988
was due primarily to high depreciation offsetting the net loss for the period
and the reduction in Inventory offsetting the reduction in Accounts Payable.
Cash flows used in investing activities decreased to $4,333 for fiscal
1999 from $101,596 for fiscal 1998. The decrease was primarily due to reduced
investments in property and equipment. During fiscal 1998 the Company had a
major refurbishing project for all our furnaces that resulted in the high
expenditures for property and equipment.
Cash flows used in financing activities increased to $110,446 for fiscal
1999 from cash flows provided from financing activities of $60,437 for fiscal
1998. The increase of $170,883 was a result of not obtaining any new financing
during fiscal year 1999 and paying down existing debt from operating
activities.
8
<PAGE>
In August 1997 the Company secured an additional $200,000 on an existing
mortgage. The funds were used for improvements to our furnaces. In August 1998
the Company consolidated all existing bank debt into a term loan of $1,300,000
and a Line of Credit of $300,000. In July 1999 the Line of Credit was revised
to $150,000. As of September 30, 1999, the term loan has an outstanding
balance of $1,206,112 and the line has a zero balance. We have various
obligations under two capital leases, which aggregate $107,994 as of September
30, 1999. The indebtedness outstanding under the term loan is collateralized
by all of our assets. The obligations under the capital leases are
collateralized by the underlying equipment for each loan.
During fiscal years 1999 and 1998 we generated $-0- and $177,610,
respectively from the exercise of stock options owned by affiliates of the
Company. During fiscal years 1999 and 1998 we generated $26,972 and $11,694,
respectively, from shares purchased by employees through the Employee Stock
Purchase Plan.
The Company believes that its current cash and cash equivalent balances,
and net cash generated by operations, will be sufficient to meet its
anticipated cash needs for working capital for at least the next 12 months.
Any business expansion will require the Company to seek additional debt or
equity financing.
YEAR 2000
Year 2000 Readiness Disclosure
Many currently installed computer systems and software products are
coded to accept only two digit entries in the date code field. These systems
and software products will need to accept four digit entries to distinguish
21st century dates from 20th century dates. As a result, computer systems
and/or software used by many companies and governmental agencies may need to
be upgraded to comply with such Year 2000 requirements or risk system failure
or miscalculations causing disruptions of normal business activities.
State of Readiness: We have made an assessment of our Year 2000
readiness of our operating, financial and administrative systems, including
the hardware and software that support our systems. Our assessment consisted
of testing and correcting our internally developed material software and
contacting key vendors to ensure their readiness. We have confirmed our Year
2000 compliance by specific testing of our systems and by obtaining
representations by third party vendors of their Year 2000 compliance.
Costs: We have not incurred significant costs to date complying with
Year 2000 requirements and we do not believe that we will incur significant
costs for these purposes in the foreseeable future. However, should products
or systems maintained by third parties or our systems fail to be Year 2000
compliant, despite the representations of third parties and the testing
9<PAGE>
of our systems, we could incur expenses to remedy any problems. Such expenses
could, but are not expected to, have a material adverse effect on our
business, results of operations and financial condition.
Risks: Our failure to identify and correct a Year 2000 problem could
result in an interruption of normal business activities and operations.
Although there is an inherent uncertainty in the Year 2000 issue, we believe
the impact to our business will not be material. Most of the equipment
involved in delivering our product to our clients does not make use of date
information at all. We believe our greatest risk to be suppliers and utilities
whose Year 2000 programs are outside of our control. A disruption caused by a
utility or supplier whose systems are not compliant may have a direct and
negative effect on our business. We will not be operating our furnaces or
equipment from at least December 31, 1999 to January 3, 2000, and will not
bring up our systems until we have ascertained that we will have uninterrupted
power and fuel sources. Our "worst case scenario" would be that the power and
fuel sources are interrupted, during which interruption we will not be able to
operate. We have tested all of our computer systems which are responsible for
the day to day administrative and sales functions of our business, including a
dry run, to ensure Year 2000 compliance. Based on such testing, all of our
computer systems appear to be Year 2000 compliant. In the event that one or
more of our computers has a Year 2000 malfunction, we would have a disruption
in administrative or sales functions.
Contingency Plan: We have identified alternate sources for critical
supplies where alternate sources exist. To the best of our knowledge, our
internal systems are fully compliant. We have been advised by our principal
suppliers, particularly the utilities supplying electricity and gas, that they
believe their systems are also compliant.
Forward-Looking Statements
The statements contained in this Annual Report on Form 10-K which are not
historical facts, including, but not limited to, certain statements found
under the captions "Business," "Results of Operations," "Liquidity and Capital
Resources" and "Year 2000 Compliance" above, are forward-looking statements
that involve a number of risks and uncertainties. The actual results of the
future events described in such forward-looking statements could differ
materially from those stated in such forward-looking statements. Among the
factors that could cause actual results to differ materially are the risks and
uncertainties discussed in this Annual Report on Form 10-K, including, without
limitation, the portions of such reports under the captions referenced above,
and the uncertainties set forth from time to time in the Company's filings
with the Securities and Exchange Commission, and other public statements. Such
risks and uncertainties include, without limitation, seasonality, interest in
the Company's products, consumer acceptance of new products, general economic
conditions, consumer trends, costs and availability of raw materials and
management information systems, competition, litigation and the effect of
governmental regulation. The Company disclaims any intention or obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.
10
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Dynasil Corporation of America and Subsidiaries
Berlin, New Jersey
We have audited the accompanying consolidated balance sheets of DYNASIL
CORPORATION OF AMERICA AND SUBSIDIARIES as of September 30, 1999 and 1998, and
the related consolidated statements of operations, changes in stockholders'
equity, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of DYNASIL
CORPORATION OF AMERICA AND SUBSIDIARIES as of September 30, 1999 and 1998 and
the results of their operations and their cash flows for the years then ended
in conformity with generally accepted accounting principles.
HAEFELE, FLANAGAN & CO, p.c.
Moorestown, New Jersey
October 21, 1999
11
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1999 AND 1998
ASSETS
<TABLE>
<S> <C> <C>
1999 1998
---------- ----------
Current assets
Cash and cash equivalents $ 140,253 $ 45,980
Accounts receivable, net of allowance for doubtful
accounts of $10,883 for 1999 and 1998 370,839 345,187
Inventories 958,023 1,278,334
Prepaid expenses and other current assets 46,599 42,160
---------- ----------
Total current assets 1,515,714 1,711,650
Property, Plant and Equipment, net 2,064,029 2,390,988
Other Assets 22,539 25,947
---------- ----------
Total Assets $3,602,282 $4,128,585
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
1999 1998
---------- ----------
Current Liabilities
Current portion of long-term debt 142,976 137,414
Accounts payable 92,464 226,560
Accrued expenses 152,534 122,115
---------- ----------
Total current liabilities 387,974 486,089
Long-term Debt, net 1,739,535 1,882,515
Stockholders' Equity
Common Stock, $.0005 par value, 25,000,000 shares
authorized, 2,985,566 and 2,947,649 shares issued,
2,344,942 and 2,307,025 shares outstanding
for 1999 and 1998, respectively 1,493 1,474
Additional paid in capital 1,058,525 1,028,197
Retained earnings 1,374,058 1,689,613
---------- ----------
2,434,076 2,719,284
Less 640,624 shares of treasury stock, at cost (959,303) (959,303)
---------- ----------
Total stockholders' equity 1,474,773 1,759,981
---------- ----------
Total Liabilities and Stockholders' Equity $3,602,282 $4,128,585
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
12
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
<S> <C> <C>
1999 1998
---------- ----------
Net sales $2,807,309 $3,981,395
Cost of sales 2,294,115 2,711,148
---------- ----------
Gross profit 513,194 1,270,247
Selling, general and administrative 634,925 874,962
---------- ----------
Income from continuing operations (121,731) 395,285
Other income (expense)
Interest expense (194,437) (188,150)
Other income (expense), net 613 23,647)
---------- ----------
(193,824) (164,503)
---------- ----------
Income from continuing operations
before provision for income taxes 315,555 230,782
Provision for income taxes 0 0
---------- ----------
Net income (loss) 315,555 230,782
========== ==========
Basic net income (loss) per share $ ( 0.14) $ 0.10
========== ==========
Diluted net income (loss) per share $ ( 0.14) $ 0.10
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
13
<PAGE> DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional
Paid-in Retained Unearned
Shares Amount Capital Earnings Compensation
--------- ------ ---------- ---------- ------------
Balance, October 1, 1997 2,821,213 1,411 831,083 1,458,831 (6,086)
Issuance of shares of common stock upon
exercise of stock options 116,000 58 177,552 0 0
Issuance of shares of common stock under
employee stock purchase plan 6,936 3 11,691 0 0
Issuance of shares of common stock under
stock bonus 500 0 1,873 0 0
Issuance of shares of common stock under
employee stock compensation 3,000 2 5,998 0 0
Compensation expense 0 0 0 0 6,086
Net Income 0 0 0 230,782 0
--------- ----- ------- --------- ------
Balance, September 30, 1998 2,947,649 $1,474 $1,028,197 $1,689,613 $ 0
Issuance of shares of common stock under
employee stock purchase plan 34,917 17 26,955 0 0
Issuance of shares of common stock under
employee stock compensation 3,000 2 3,373 0 0
Net loss 0 0 0 (315,555) 0
--------- ----- ------- --------- ------
Balance, September 30, 1999 2,985,566 $1,493 $1,058,525 $1,374,058 $ 0
========= ====== ========== ========== ========
</TABLE>
<TABLE>
<S> <C> <C> <C>
Treasury Stock Total
----------------------- Stockholders'
Shares Amount Equity
------- ---------- -------------
Balance, October 1, 1997 640,624 (959,303) 1,325,936
Issuance of shares of common stock upon
exercise of stock options 0 0 177,610
Issuance of shares of common stock under
employee stock purchase plan 0 0 11,694
Issuance of shares of common stock under
stock bonus 0 0 1,873
Issuance of shares of common stock under
employee stock compensation 0 0 6,000
Compensation expense 0 0 6,086
Net Income 0 0 230,782
------- ---------- -------------
Balance, September 30, 1998 640,624 $(959,303) $1,759,981
Issuance of shares of common stock under
employee stock purchase plan 0 0 26,972
Issuance of shares of common stock under
employee stock compensation 0 0 3,375
Net loss 0 0 (315,555)
------- ---------- -------------
Balance, September 30, 1999 640,624 $(959,303) $1,474,773
======= ========= ==========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
14<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
<S> <C> <C>
1999 1998
--------- -----------
Cash flows from operating activities:
Net income $(315,555) $ 230,782
Adjustments to reconcile net income (loss) to net
cash provided by continuing operations
Stock compensation expense 3,375 13,959
Depreciation and amortization 335,313 349,469
Gain on sale of equipment (613) 0
(Increase) decrease in:
Accounts receivable (25,663) 253,750
Inventories 320,311 (404,445)
Prepaid expenses and other current assets (4,439) (1,145)
Increase (decrease) in:
Accounts payable (134,096) (295,018)
Accrued expenses 30,419 (108,240)
--------- -----------
Net cash provided by continuing operations 209,052 49,112
--------- -----------
Net cash provided by (used) in discontinued operations 0 21,952
--------- -----------
Net cash provided by operating activities 209,052 71,064
--------- -----------
Cash flows from investing activities:
Purchases of property, plant and equipment ( 7,633) ( 317,857)
Proceeds from sale of property, plant and equipment 3,300 0
Increase in other assets 0 ( 5,406)
(Increase) decrease in note receivable 0 221,667
--------- -----------
Net cash used in investing activities ( 4,333) ( 101,596)
--------- -----------
Cash flows from financing activities:
Proceeds from note payable to bank, net 0 (200,000)
Repayment of long term debt (137,418) (214,583)
Proceeds from long term debt 0 285,716
Issuance of common stock 26,972 189,304
--------- -----------
Net cash provided by (used in) financing activities (110,446) 60,437
--------- -----------
Net increase in cash and cash equivalents 94,273 29,905
Cash and cash equivalents, beginning 45,980 16,075
--------- -----------
Cash and cash equivalents, ending $ 140,253 $ 45,980
========= ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
15
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company is primarily engaged in the manufacturing and marketing of
customized fused silica products. The Company's products and services are
used in the optical lens and laser manufacturing industries, as well as in the
medical industry. Other applications include usage in the manufacturing of
analytical instruments and semi-conductors. The Company also serves as a
sub-contractor to the defense industry.
The Company's products and services are provided primarily in the
United States with some international activity.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts
of Dynasil Corporation of America and its wholly-owned subsidiaries, Dynasil
International Incorporated and Hibshman Corporation. All significant
intercompany transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenues as products are shipped. Returns of
products shipped are and have historically not been material.
Inventories
Inventories are stated at the lower of average cost or market. Cost is
determined using the first-in, first-out (FIFO) method. Inventories consist
primarily of raw materials,
work-in-process and finished goods. The Company evaluates inventory levels
and expected usage on a periodic basis and records
adjustments for impairments as required.
16<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 1 Summary of Significant Accounting Policies (continued)
Property, Plant and Equipment and Depreciation and Amortization
Property, plant and equipment are recorded at cost. Depreciation is
provided using the straight-line method for financial reporting purposes and
accelerated methods for income tax purposes over the estimated useful lives of
the respective assets. The estimated useful lives of assets for financial
reporting purposes are as follows: building and improvements, 10 to 25 years;
machinery and equipment, 5 to 10 years; office furniture and fixtures, 5 to 7
years; transportation equipment 5 years. Maintenance and repairs are charged
to expense as incurred; major renewals and betterments are capitalized. When
items of property, plant and equipment are sold or retired, the related costs
and accumulated depreciation are removed from the accounts and any gain or
loss is included in income.
Other Assets
Other assets include deferred financing costs which are amortized using
the straight-line method over 7 years. Amortization expense for the years
ended September 30, 1999 and 1998 was $3,408 and $29,517. Accumulated
amortization as of September 30, 1999 and 1998 was $3,976 and $568.
Unearned Compensation
Compensation resulting from shares granted under the Company's
employment contracts is recognized based on the market value of the shares on
the date of grant. Initially the total market value of the shares is treated
as unearned compensation and then charged to expense over the respective term
of the contract. Stock compensation was fully earned as of September 30,
1999 and 1998.
Advertising
The Company expenses all advertising as incurred.
Advertising expense from continuing operations for the years ended September
30, 1999 and 1998 was $17,415 and $78,959.
Income Taxes
Dynasil Corporation of America and its wholly-owned subsidiaries file a
consolidated federal income tax return.
17
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes (continued)
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes."
Under the liability method prescribed by SFAS No. 109, a deferred tax asset or
liability is determined based on the differences between the financial
statement and tax basis of assets and liabilities as measured by the enacted
tax rates which will be in effect when these differences reverse. Tax credits
are recorded as a reduction in income taxes. Valuation allowances are
provided if, it is more likely than not, that some or all of the deferred tax
assets will not be realized.
Net Income Per Share
The Company has adopted SFAS No. 128, "Earnings per Share",
effective October 1, 1997. SFAS No. 128, which simplifies the standards for
computing and presenting earnings per share, replaces the previously reported
primary and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options and warrants. Diluted earnings per
share are very similar to the previously reported primary earnings per share.
Basic net income per share is computed using the weighted average
number of common shares outstanding. The dilutive effect of potential common
shares outstanding are included in diluted net earnings per share. The
computations of basic and diluted net earnings per share are as follows:
1999 1998 <TABLE>
<S> <C> <C>
Net income (loss) ($ 315,555) $ 230,782
Basic weighted average shares 2,322,170 2,240,005
Effect of dilutive securities:
Common stock options 113,556
$ 2,322,170 $2,353,561
Net income (loss) per share
Basic ($ .14) $ .10
Diluted ($ .14) $ .10
</TABLE>
Diluted net earnings per share excludes the impact of common stock
options of 113,277 for 1999, and common stock warrants of 26,450 for 1999 and
1998, since the exercise prices were greater than the average market price of
the common shares and therefore, would have resulted in an antidilutive
effect.
18
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Long-Lived Assets
On October 1, 1997, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" which establishes
standards for the impairment of long-lived assets and certain identifiable
intangibles. The Company's policy is to record long-lived assets at cost,
amortizing these costs over the expected useful lives of related assets.
Measurement of an impairment loss for long-lived assets and certain
identifiable intangibles to be disposed of are to be reported generally at the
lower of the carrying cost amount or fair value less cost to sell. Under the
provisions of this statement, the Company has evaluated its long-lived assets
for financial
impairment, and will continue to evaluate them as events or changes in
circumstances indicate that the carrying amount of such assets may not be
fully recoverable.
The Company evaluates the recoverability of long-lived assets not held
for sale by measuring the carrying amount of the assets against the estimated
undiscounted future cash flows associated with them. At the time such
evaluations indicate that the future undiscounted cash flows of certain
long-lived assets are not sufficient to recover the carrying value of such
assets, the assets are adjusted to their fair values. Based on these
evaluations, there were no adjustments to the carrying value of long-lived
assets for the years ended September 30, 1999 or 1998.
Stock Based Compensation
The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock Based Compensation." The Company applies APB Opinion
No. 25, "Accounting for Stock Issued to Employees" to account for its stock
options using the intrinsic value method. Under APB No. 25, compensation cost
for stock options, if any, is measured as the excess of the quoted market
price of the Company's stock at the date of grant over the cost to acquire the
stock. Accordingly, no compensation cost has been recognized in the financial
statements for stock options issued to employees since the options were
granted at the quoted market price on the date of grant. Stock options
granted to consultants and other non-employees are reported at fair value in
accordance with SFAS No. 123. SFAS No. 123 further requires companies using
the intrinsic value method to make certain proforma disclosures using the fair
value method. Additional disclosures are included in Note 7.
Fair Value
The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, and debt. The carrying
amounts of cash and cash equivalents, accounts receivable, and accounts
payable approximate fair value due to the short maturity of these instruments.
Based on borrowing rates currently available to the Company for bank loans
with similar terms and maturities, the Company's debt approximates its fair
value.
19
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 1 Summary of Significant Accounting Policies (continued)
Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of cash and cash equivalents
and accounts receivable. The Company has not
experienced any significant losses on its cash and cash equivalents. The
Company performs ongoing credit evaluations of it customers and generally
requires no collateral from its customers. The Company maintains allowances
for potential credit losses and has not experienced any significant losses
related to the collection of its accounts receivable.
New Accounting Pronouncement
Effective October 1, 1998, the company adopted the provision of SFAS
No. 130, "Reporting Comprehensive Income." This statement requires companies
to classify items of other comprehensive income by their nature in a financial
statement and display the accumulated balance of other comprehensive income
separately from retained earnings and additional paid-in capital in the equity
section of a balance sheet. This statement did not have a material impact on
the Company's financial statements.
Statement of Cash Flows
For the purpose of the statement of cash flows, the Company
considers all highly liquid investments with a maturity of three months or
less to be cash equivalents.
Reclassifications
Certain items included in the 1998 financial statements have been
reclassified to conform with the 1999 financial statement presentation.
NOTE 2 INVENTORIES
Inventories at September 30, 1998 and 1998 consisted of the following:
1999 1998
<TABLE>
<S> <C> <C>
Raw Materials $ 21,777 $ 43,658
Work-in Process 800,395 1,088,569
Finished Goods 135,851 146,107
$958,023 $ 1,278,334
</TABLE>
20
<PAGE>
DYNASIL CORPORATION OF AMERICAN AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
NOTE 3 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30, 1999 and 1998 consist of
the following:
1999 1998
<TABLE>
<S> <C> <C>
Land $ 261 $ 261
Building and improvements 2,445,639 2,449,751
Construction in progress 57,911 57,911
Machinery and equipment 2,773,915 2,762,167
Office furniture and fixtures 219,442 219,442
Transportation equipment 45,751 65,931
5,542,919 5,555,463
Less accumulated depreciation 3,478,890 3,164,475
$ 2,064,029 $2,390,988
</TABLE>
Included in the cost of machinery and equipment at September 30, 1999
and 1998 is $190,744 representing the cost of assets under capitalized lease
obligations. Accumulated depreciation at September 30, 1999 and 1998 for the
capitalized leases was $33,635 and $14,561.
Depreciation expense for the years ended September 30, 1999 and 1998
was $331,905 and $319,952, of which $19,075 and $7,732 represented
depreciation of assets under capitalized lease obligations.
The Company capitalized interest of $-0- and $10,874 during the years
ended September 30, 1999 and 1998 related to qualifying assets under
construction. Total interest incurred, including amounts capitalized during
the same periods, were $194,437 in 1999 and $199,024 in 1998.
NOTE 4 NOTE PAYABLE TO BANK
In July 1998, management completed negotiations with Premier Bank to
consolidate all Bank debt. In addition to the Note described in Note 5
Long-term Debt, the Company secured a $300,000 line of credit agreement. The
Note is due on demand with interest at the Bank's prime rate plus 1% (9.25%
and 9.5% at September 30, 1999 and 1998). In July 1999, the line of credit
agreement was renewed with the bank and the availability was reduced to
$150,000. All other terms remained the same. At September 30, 1999 the
Company had not drawn on the line.
21
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
NOTE 5 LONG-TERM DEBT
Long-term debt at September 30, 1999 and 1998 consist of the
following:
<TABLE>
<S> <C> <C>
1999 1998
Subordinated debentures bearing interest at
10% per annum payable semiannually, due
June 1, 2002, unsecured $ 218,100 $ 218,100
Subordinated debenture bearing interest at 12%
per annum payable semiannually, due December
1, 2001, unsecured 350,350 350,350
Note payable to bank in monthly installments of
$7,222 plus interest at the bank's prime rate plus
1.0% (9.25% and 9.50% at September 30, 1999
and 1998), final payment of $700,556
due August 1, 2005, secured by first
mortgage on Berlin, New Jersey property
and all accounts receivable, inventory, equipment
and general intangibles of the Company 1,206,112 1,292,778
Capital lease obligations payable in total
monthly installments of $5,415 in 1999 and 1998,
including interest rates of 9.5% and 12%, due
July 2001, secured by equipment 107,949 158,701
---------- ----------
1,882,511 2,019,929
Less current portion ( 142,976) ( 137,414)
---------- ----------
$ 1,739,535 $ 1,882,515
========== ==========
</TABLE>
The current portion includes $56,316 and $50,752 payable under capital
lease obligations at September 30, 1999 and 1998.
22
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 5 Long-Term Debt (continued)
The aggregate maturities of long-term debt, including capital lease
obligations as of September 30, 1999 are as follows:
Capital Lease Long-Term
Total Obligations Debt
----- ------------ ----------------
<TABLE>
<S> <C> <C> <C>
September 30, 2001 $ 138,301 $ 51,634 $ 86,667
September 30, 2002 655,114 -0- 655,114
September 30, 2003 86,664 -0- 86,664
September 30, 2004 86,664 -0- 86,664
Thereafter 772,792 -0- 772,792
$ 1,739,535 $ 51,634 $1,687,901
</TABLE>
NOTE 6 INCOME TAXES
The Company's provision for income taxes (benefit) for the years ended
September 30, 1998 and 1998 are as follows:
1999 1998
<TABLE>
<S> <C> <C>
Current
Federal $ -0- $ 39,300
State -0- 14,200
--------- ----------
-0- $ 53,500
Deferred -0- ( 39,300)
Federal -0- ( 14,200)
--------- ----------
State $ -0- $ -0-
</TABLE>
The reasons for the difference between total tax expense and the amount
computed by applying the statutory federal income tax rates to income before
provision for income taxes at September 30, 1999 and 1998 are as follows:
1999 1998
<TABLE>
<S> <C> <C>
Taxes at statutory rates applied to
income before provision for income
Taxes $ -0- $ 63,100
Increase (reduction) in tax resulting
from:
Depreciation -0- ( 22,600)
Inventories -0- 1,700
Vacation pay -0- 1,000
State income taxes -0- 10,300
Net operating loss carryforwards -0- ( 53,500)
--------- ----------
$ -0- $ -0-
</TABLE>
23
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 6 Income Taxes (continued)
Deferred income taxes (benefit) reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes,
and the tax effects of net operating losses that are available to offset
future taxable income. Significant components of the Company's deferred tax
assets (liabilities) at September 30, 1999 and 1998 are as follows:
1999 1998 <TABLE>
<S> <C> <C>
Inventories $ 45,600 $ 70,100
Vacation pay 10,300 8,500
Accounts receivable 4,300 4,300
Depreciation ( 162,800) ( 141,600)
Net operating loss carryforwards 363,000 211,600
Less valuation allowance ( 260,400) ( 152,900)
$ -0- $ -0-
</TABLE>
Based on the company's history of significant fluctuations in net
earnings and the recent downturn in the market, there is uncertainty as to the
realization of certain net operating loss carryforwards. Accordingly, a
valuation allowance has been provided for those deferred tax assets which
management believes it is more likely than not that the tax benefit will not
be realized. At September 30, 1999, the Company has approximately $960,000 of
net operating loss carryforwards to offset future taxable income for federal
tax purposes expiring in various years through 2018. In addition, the main
operating Company has approximately $406,000 of net operating loss
carryforwards to offset certain future state taxable income, expiring in
various years through 2006.
NOTE 7 STOCKHOLDERS' EQUITY
Stock Options Plans
The Company has a Stock Incentive Plan which provides for, among other
incentives, granting to officers, directors, employees and consultants options
to purchase shares of the Company's common stock up to a total of 900,000
shares and 450,000 shares at September 30, 1999 and 1998. In January 1999,
the Board authorized an additional 450,000 shares. At September 30, 1999,
494,723 shares of common stock are available for future purchases under the
plan. Options are generally exercisable over a five year period and expire
through 2003.
24
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 7 Stockholders' Equity (continued)
Stock Options Plans (continued)
During the years ended September 30, 1999 and 1998, 21,000 and 46,777 shares
were granted with exercise prices of $1.17 per share in 1999 and ranging from
$2.65 to $3.52 per share in 1998. During the year ended September 30, 1999,
no options were exercised and the Company canceled 96,500 options to former
employees. During the year ended September 1998, 116,000 shares were issued
under the plan for an aggregate price of $177,610. Compensation expense
relating to non-employee stock options granted during the years ended
September 30, 1999 and 1998 was not material.
Stock Options Plans
A summary of stock option activity for the years ended September 30,
1999 and 1998 is presented below:
<TABLE>
<S> <C>
Options outstanding at October 1, 1997 $258,000
Granted in 1998 46,777
Exercised in 1998 at prices ranging from $1.00 to $3.52 ( 116,000)
Options outstanding at September 30, 1998 188,777
Granted in 1999 21,000
Cancelled in 1999 ( 96,500)
Options outstanding at September 30, 1999 $113,277
Options exercisable at September 30, 1999 $113,277
</TABLE>
At September 30, 1999 and 1998, the Company had warrants outstanding to
purchase 26,450 shares of the Company's common stock at exercise prices of
$4.00 and $3.00 per share, exercisable through June 1, 2002. No warrants were
exercised during the years ended September 30, 1999 and 1998.
25
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 7 Stockholders' Equity (continued)
Stock-Based Compensation Plans
The Company accounts for all plans under APB Opinion No. 25, under
which no compensation cost has been recognized since all options granted
during 1999 and 1998 have been granted at the fair market value of the
Company's common stock. Had compensation cost for these plans been determined
in accordance with SFAS No. 123, the Company's net income and net income per
common share would have been reduced as follows:
1999 1998
<TABLE>
<S> <C> <C>
Net income (loss) ($323,115) $169,504
Basic net income (loss) per common share: ($ .14) $ .07
</TABLE>
Under SFAS No. 123, the fair value of each option was estimated on the
date of grant using the Black Scholes
option-pricing model. Based on the assumptions presented below, the weighted
average fair value of options granted was $.36 and $1.31 per option in 1999
and 1998.
1999 1998
<TABLE>
<S> <C> <C>
Expected life of option in years 5.0 5.0
Risk-free interest rate 6.5% 6.0%
Expected volatility 21.9% 87.5%
Dividend yield 0.0% 0.0%
</TABLE>
The effects of applying SFAS No. 123 for the purpose of providing pro
forma disclosures may not be indicative of the effects on reported net income
and net income per share for future years, as the pro forma disclosures
include the effects of only those awards granted after October 1, 1996.
26
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 7 Stockholders' Equity (continued)
Employee Stock Purchase Plan
The Company also has an Employee Stock Purchase Plan which permits
substantially all employees to purchase common stock. Under the plan, a total
of 150,000 shares have been reserved for issuance. Employees have the
opportunity to acquire common stock at a purchase price of 65% of the fair
market value of the shares.
During any twelve month period, employees may not purchase more than the
number of shares for which the total purchase price exceeds $5,000. During
the years ended September 30, 1999 and 1998 34,917, and 6,936 shares of common
stock were issued under the plan for aggregate purchase prices of $26,972, and
$11,694, respectively.
NOTE 8 PROFIT SHARING PLAN
The Company has 401k Plan for the benefit of its employees. The
Company did not make a contribution to the plan during the years ended
September 30, 1999 and 1998.
NOTE 9 RELATED PARTY TRANSACTIONS
The Company paid consulting fees to other
stockholders/directors totaling $1,603 and $39,140 during the years ended
September 30, 1999 and 1998.
NOTE 10 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
1999 1998
<TABLE>
<S> <C> <C>
Cash paid during the year for:
Interest $ 199,437 $ 148,056
Noncash investing and financing activities:
Acquisition of property, plant and $ 7,633 $ 448,972
equipment
Debt incurred -0- ( 131,155)
Cash paid for property and equipment $ 7,633 $ 317,817
</TABLE>
27
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 AND 1998
Note 10 Supplemental Disclosure of Cash Flow Information (continued)
During the year ended September 30, 1998, the Company refinanced its debt as
follows:
1998
<TABLE>
<S> <C>
Proceeds from long-term debt $ 1,900,000
Debt refinanced ( 1,614,284)
Cash proceeds from long-term debt $ 285,716
</TABLE>
28
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disputes or disagreements of any nature between the Company or
its management and its public auditors with respect to any aspect of
accounting or financial disclosure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
All seven of our directors were elected to serve for one year at our
Annual meeting of the shareholders held on January 26, 1999, and will hold
office until their successors are elected at the next annual meeting of the
shareholders.
Our executive officers and directors, and their ages at September 30,
1999, are as follows:
Name Age Position
- ---- --- --------
James Saltzman 55 Chairman of the Board
Gen. Charles J. Searock, Jr. 63 President, CEO, Director
Jan Melles 59 Director
Nathan Schwartz 38 Director
Dr. Peter P. Bihuniak 50 Director
Mr. Robert Lear 54 Director
Mr. Robert E. Hibshman, Sr. 72 Director
Mr. John Kane 48 CFO, Secretary, Treasurer
Mr. Bruce Leonetti 45 Vice President
None of the above persons is related to any other of the above-named
persons by blood or marriage.
Based upon a review of filings with the Securities and Exchange
Commission and written representations that no other reports were required,
the Company believes that all of the Company's directors and executive
officers complied during fiscal 1998 with the reporting requirements of
Section 16(a) of the Securities Exchange Act of 1934.
James Saltzman, Chairman, 55, has been a member of the Board since
February 1998, and is a major shareholder in Dynasil Corporation. Mr.
Saltzman, has been the General Partner of Saltzman Partners, an investment
firm, since 1982. Since January 1997, Mr. Saltzman has served as Vice Chairman
of Madison Monroe, Inc., a private company engaged in
29
<PAGE>
investments. He served as a director of Xyvision, Inc., a publicly held
company which develops, markets, integrates and supports content management
and publishing software, since 1992, and was Chairman of the Board of such
company from February 1994 to February 1995.
General Charles J. Searock, Jr. (USAF Ret), 63, has been a director of
the Corporation since February 1996 and currently serves as President and CEO.
General Searock retired from the United States Air Force having attained the
rank of Lieutenant General in 1993 after 36 years of active duty, having
received numerous military decorations. Prior to joining Dynasil, he was
executive Vice President of Aero Development Corporation from 1993 to 1996.
General Searock earned a BA in General Education from the University of
Nebraska in 1962, and a Masters degree in Management from Central Michigan
University in 1975.
Jan Melles, 59, has been a member of the Board of Directors of the
Company since February 1996. Since 1993, Mr. Melles has been President and
sole shareholder of Photonics Investments, bv, which is engaged in investments
in, and mergers and acquisitions of, photonics companies. From 1988 to 1992,
he served as Chief Executive Officer of Melles Griot, Inc., a division of J.
Bibby & Sons, PLC. Mr. Melles co-founded Melles Griot, Inc. in 1969 and sold
it to J. Bibby & Sons, PLC in 1988. Mr. Melles also serves as a director of
Excel Technology, Inc., a publicly held company, and as a director of Gooch
and Housego, PLC, a publicly held company.
Nathan Schwartz, 38, has been a member of the Board since February 1996.
He is an attorney and financial advisor, providing legal and financial advice
to numerous financial service clients since 1992. Mr. Schwartz earned a B.A.
in History from Kenyon College in 1982, an M.B.A. in Public/Private Management
from Columbia University in 1986, and a J.D. from the University of Pittsburgh
in 1989.
Dr. Peter P. Bihuniak, 50, has been a member of the Board since February
1997. He has held his current position of Vice President of Technology for
SOLAREX since 1997. From 1995 to 1997, he served as Director of Research and
Development of Pilkington, Libbey-Owens-Ford in Toledo, Ohio, directing
invention and development efforts for high performance glass. From 1988 to
1995, Mr. Bihuniak served in various positions with PPG Industries, Inc., one
of the major producers of flat glass, fabricated glass and continuous-strand
fiber glass in the world, serving most recently as General Manager, Flat Glass
Specialty Products Division.
Robert Lear, 54, has been a member of the Board since February 1998. He
is President of Penn Independent Corporation, a property and casualty
insurance enterprise. Mr. Lear has been President and Chief Executive Officer
of Penn Independent since September 1996 and previously served as Executive
Vice President-Finance and Chief Financial Officer of that company for more
than seven years. He was Vice President-Finance and Chief Financial Officer of
Penn-America Group, Inc. from its formation in July 1993 until March 1995, and
still serves Penn-America Group, Inc. as a director. Prior to joining Penn
Independent, Mr. Lear had over 15 years of public accounting experience,
specializing in the
30
<PAGE>
insurance industry. Mr. Lear is a certified public accountant.
Robert E. Hibshman, Sr., 72, has been a member of the Board since January
1999. He founded Hibshman Optical Labs, Inc. which was purchased by his son,
Robert E. Hibshman Jr. and eventually sold to Dynasil Corporation as Hibshman
Corporation. Mr. Hibshman Sr. is currently retired and is occupied with
property development and investments.
John Kane, 48, Chief Financial Officer has been with Dynasil Corporation
since January 1997 and is a licensed Certified Public Accountant. For three
years prior to joining Dynasil Corporation he was an independent consultant,
designing accounting systems for the maritime industry.
Bruce Leonetti, 45, Vice President - Sales and Marketing has been with
Dynasil Corporation since January 1999. He was previously with the Company for
14 years prior to 1993 when he left for a position as a development officer
with the University of Pennsylvania.
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities Long-
Name and Annual Restricted Underlying Term All other
Principle Compen- Stock Options Incentive compen-
Position Year Salary ($) Bonus ($) sation ($) Awards ($) ($) Plans ($) sation ($)
- --------- ---- ---------- --------- ---------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles J. 1999 122,703
Searock, 1998 124,797
President, 1997 88,054 16,250
CEO
John 1999 83,339 2,625
Kane, 1998 88,289 1,118 6,000
Secretary, 1997 57,212 624 13,500
Treasurer,
CFO
Bruce 1999 65,042
Leonetti,
VP
</TABLE>
31
<PAGE>
Employment Agreements
The three year employment agreement with Charles J. Searock, Jr., Chief
Executive Officer and President, which commenced on December 1, 1996 was
renewed for an additional one year term on December 1, 1999. It will renew
automatically at the end of the term unless terminated by either party upon
ninety days written notice prior to the end of the term. Under the employment
agreement, Mr. Searock has agreed to work for us full time, and receives an
annual base salary of $125,000. Mr. Searock's agreement also provides for an
annual bonus at the discretion of our Board of Directors. The agreement also
provides for a 401(k) pension plan, health insurance benefits and contains
three-year non-competition provisions that prohibit him from competing with
us. In addition, the agreement provides that if Mr. Searock is terminated
without cause, he will receive a severance consideration of one year's salary.
The current employment agreement with John Kane, Chief Financial Officer,
Secretary and Treasurer, commenced on January 20, 1997 and will continue for a
three-year period, after which the agreement will automatically renew for
one-year terms, unless terminated by either party upon ninety days written
notice prior to the end of any term, or for cause. Under the employment
agreement, Mr. Kane has agreed to work for us full time, and receives an
annual base salary of $85,000, to be reviewed no less than annually. Mr.
Kane's agreement also provides for an annual bonus at the discretion of our
Board of Directors. The agreement also provides for a 401(k) pension plan,
health insurance benefits and contains eighteen month non-competition
provisions that prohibit him from competing with us.
We have also entered into an employment agreement with Bruce Leonetti,
Vice President of Marketing and Sales, which commenced on January 1, 1999 and
will continue for a three-year period, unless terminated for cause. Under the
employment agreement, Mr. Leonetti has agreed to work for us full time, and
receives an annual base salary of $89,000, with commissions based on the gross
dollar amount of product shipped. Mr. Leonetti's agreement also provides for
an annual bonus at the discretion of our Board of Directors. The agreement
also provides for a 401(k) pension plan, health insurance benefits and contain
twenty four month non-competition provisions that prohibit him from competing
with us. In addition, the agreement provides that if Mr. Leonetti is
terminated without cause, he will receive a severance consideration of three
months' salary.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the Common
Stock of the Company as of September 30, 1999 by each person who was known by
the Company to beneficially own more than 5% of the common stock, by each
director and executive officer who owns shares of common stock and by all
directors and executive officers as a group:
32<PAGE>
<TABLE>
<CAPTION>
Title Name and Address No. of Shares and nature of Percent of
of Class of Beneficial Owner Beneficial Ownership(1) Class
- -------- ------------------- --------------------------- ----------
<S> <C> <C> <C>
Common James Saltzman(2) 580,865 24.63%
621 East Germantown Pike
Suite 105
Plymouth Valley PA 19401
Common Gen. Charles J. Searock, 90,496 3.85%
Jr. (USAF Ret) (3)
39 Tee Pee Court
Medford, NJ 08055
Common Jan Melles(4) 56,500 2.40%
9 Riverside Road
Laguna Niguel, CA 92677
Common Nathan Schwartz(5) 48,394 2.03%
621 East Germantown Pike
Suite 105
Plymouth Valley, PA 19401
Common Dr. Peter P. Bihuniak(6) 16,000 0.68%
631 Scenic Circle
Holland, OH 43528
Common Robert Lear(7) 173,236 7.37%
420 South York Road
Hatboro, PA 19040
Common Robert E. Hibshman, Sr.(8) 59,000 2.51%
19689 7th Ave. NE, Suite 182
Poulsbo, WA 98370-7576
Common John Kane(9) 15,425 0.66%
149 Plowshare Road
Norristown, PA 19403
Common Bruce Leonetti 100 0.00%
200 Birdwood Avenue
Haddonfield, NJ 08033
All Officers and Directors
as a Group 1,040,015 42.76%
</TABLE>
- ------------
(1) The numbers and percentages shown include shares of common stock issuable
to the identified person pursuant to stock options that may be exercised
within 60 days. In calculating the percentage of ownership, such shares are
deemed to be outstanding for the purpose of computing the percentage of shares
of common stock owned by such person, but are not deemed to be outstanding for
the purpose of computing the percentage of share of common stock owned by any
other stockholders. The number of shares outstanding on September 30, 1999 was
2,344,942.
(2) Includes options to purchase 7,500 shares of the Company's common stock at
$1.00 per share, options to purchase 3,000 shares of the Company's common
stock at $3.52 per share, and options to purchase 3,000 shares of the
Company's common stock at $1.17 per share; also includes 567,365 shares owned
by Saltzman Partners.
(3) Includes options to purchase 3,000 shares of the Company's common stock at
$1.17 per share.
33<PAGE>
(4) Includes options to purchase 3,000 shares of the Company's common stock at
$3.52 per share, and options to purchase 3,000 shares of the Company's common
stock at $1.17 per share.
(5) Includes options to purchase 20,000 shares of the Company's common stock
at $1.50 per share, options to purchase 5,000 shares of the Company's common
stock at $1.50 per share, options to purchase 3,000 shares of the Company's
common stock at $4.25 per share, options to purchase 3,000 shares of the
Company's common stock at $3.52 per share, and options to purchase 3,000
shares of the Company's common stock at $1.17 per share.
(6) Includes options to purchase 10,000 shares of the Company's common stock
at $3.00 per share, options to purchase 3,000 shares of the Company's common
stock at $3.52 per share, and options to purchase 3,000 shares of the
Company's common stock at $1.17 per share.
(7) Includes options to purchase 3,000 shares of the Company's common stock at
$3.52 per share, and options to purchase 3,000 shares of the Company's common
stock at $1.17 per share; also includes 167,236 shares owned by Penn
Independent Corporation, for which Mr. Lear disclaims beneficial ownership.
(8) Includes options to purchase 3,000 shares of the Company's common stock at
$1.17 per share.
(9) Includes options to purchase 5,500 shares of the Company's common stock at
$2.65 per share.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company paid consulting fees to Robert E. Hibshman, Jr. in the amount
of $38,140 during 1998 and $93,173 during 1997. Mr. Hibshman was President of
Dynasil until December 1, 1996, and Chief Executive Officer until January 1998
when he became Chairman of the Board of Directors of Dynasil, a position which
he maintained until January 1999. During 1997 and 1998, Mr. Hibshman was paid
as a consultant, advising the Company on marketing expansion activities. Mr.
Hibshman was active in the unsuccessful attempt to find an outside buyer for
Hibshman Corporation, but was not involved in the sale of Hibshman
Corporation's assets to Gary Edmonson and Patricia Catron, except to vouch for
their technical expertise and business acumen in connection with Dynasil's
decision to accept a promissory note from such individuals in payment of the
purchase price.
34<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed pursuant to Item 601 of Regulation S-B:
Exhibit No. Description of Document
3.01* Restated Certificate of Incorporation of Registrant filed
April 1, 1969, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
3.02* Certificate of Amendment to the Certificate of Incorporation of
Registrant filed March 18, 1988, filed as an exhibit to
Registrant's Registration Statement on Form 10-SB, filed October
1, 1999
3.03* Certificate of Amendment to the Certificate of Incorporation of
Registrant filed April 7, 1989, filed as an exhibit to
Registrant's Registration Statement on Form 10-SB, filed October
1, 1999
3.04* Certificate of Amendment to the Certificate of Incorporation of
Registrant filed June 12, 1996, filed as an exhibit to
Registrant's Registration Statement on Form 10-SB, filed October
1, 1999
3.05* By-laws of Registrant, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
4.01* Form of Debenture, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
4.02* Subordinated Debenture Extension Agreement, filed as an exhibit
to Registrant's Registration Statement on Form 10-SB, filed
October 1, 1999
4.03* Debenture Extension Warrant, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
10.01* Loan Agreement and associated documents dated July 10, 1998 with
Premier Bank, for a $300,000 line of credit, filed as an exhibit
to Registrant's Registration Statement on Form 10-SB, filed
October 1, 1999
10.02* Loan Agreement and associated documents dated July 10, 1998 with
Premier Bank, for a $1,300,000 line of credit
10.03* 1996 Stock Incentive Plan, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
10.04* 1999 Stock Incentive Plan, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
10.05* Employee Stock Purchase Plan, filed as an exhibit to Registrant's
Registration Statement on Form 10-SB, filed October 1, 1999
21.01* List of Subsidiaries of Registrant, filed as an exhibit to
Registrant's Registration Statement on Form 10-SB, filed October
1, 1999
27.01 Financial Data Schedule
- -------------
* Incorporated herein by reference
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the last
quarter of the period covered by this report.
35
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DYNASIL CORPORATION OF AMERICA
BY: /s/ Charles J. Searock, Jr.
---------------------------------
Charles J. Searock, Jr., President and CEO
DATED: December 17, 1999
---------------------------------
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
date indicated.
<TABLE>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
BY: /s/ James Saltzman Chairman of the Board of December ,1999
--------------------- Directors ----------------
James Saltzman
BY: /s/ Charles J. Searock Jr. President, CEO and Director December 17,1999
-------------------------- ----------------
Charles J. Searock, Jr.
BY: /s/ John Kane Secretary, Treasurer, December 17,1999
--------------------- and Chief Financial Officer -----------------
John Kane (Principal Financial
Officer and Principal
Accounting Officer)
BY: /s/ Jan Melles Director December 21,1999
--------------------- -----------------
Jan Melles
BY: /s/ Nathan Schwartz Director December ,1999
--------------------- -----------------
Nathan Schwartz
BY: /s/ Peter P. Bihuniak Director December ,1999
--------------------- -----------------
Dr. Peter P. Bihuniak
BY: /s/ Robert Lear Director December 20,1999
--------------------- -----------------
Robert Lear
BY: /s/ Robert E. Hibshman Sr. Director December 20,1999
-------------------------- -----------------
Robert E. Hibshman, Jr.
</TABLE>
36
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000030831
<NAME> DYNASIL CORPORATION OF AMERICA
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 140,253
<SECURITIES> 0
<RECEIVABLES> 381,722
<ALLOWANCES> 10,883
<INVENTORY> 958,023
<CURRENT-ASSETS> 1,515,714
<PP&E> 5,542,919
<DEPRECIATION> 3,478,890
<TOTAL-ASSETS> 3,602,282
<CURRENT-LIABILITIES> 387,974
<BONDS> 1,739,535
0
0
<COMMON> 1,493
<OTHER-SE> 1,473,280
<TOTAL-LIABILITY-AND-EQUITY> 3,602,272
<SALES> 2,807,309
<TOTAL-REVENUES> 2,807,309
<CGS> 2,294,115
<TOTAL-COSTS> 2,928,427
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 194,437
<INCOME-PRETAX> (315,555)
<INCOME-TAX> 0
<INCOME-CONTINUING> (315,555)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (315,000)
<EPS-BASIC> (.14)
<EPS-DILUTED> (.14)
</TABLE>
