UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.
Commission file number 000-27503
____________________
DYNASIL CORPORATION OF AMERICA
- -------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
New Jersey 22-1734088
-------------- -------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
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)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 XX No
---- ----
The Company had 3,848,145 shares of common stock, par value
$.0005 per share, outstanding as of July 29, 2006.
1
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
INDEX
PAGE
PART 1. FINANCIAL INFORMATION
- ----
ITEM 1. FINANCIAL STATEMENTS
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
-----------------------------------------------
CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2006
AND SEPTEMBER 30, 2005 3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
AND NINE MONTHS ENDED JUNE 30, 2006 AND 2005 4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE
MONTHS ENDED JUNE 30, 2006 AND 2005 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 7
ITEM 3. CONTROLS AND PROCEDURES 11
PART II. OTHER INFORMATION 11
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS ON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 12
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 12
2
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
June 30 September 30
2006 2005
---------- ----------
Current assets
Cash and cash equivalents $ 297,286 $ 308,210
Accounts receivable 887,791 877,375
Inventory 1,140,466 842,149
Deferred tax asset 24,250 24,250
Prepaid expenses and other assets 96,915 100,298
---------- ----------
Total current assets 2,446,708 2,152,282
Property, Plant and Equipment, net 655,077 744,764
Other Assets 76,665 87,735
---------- ----------
Total Assets $3,178,450 $2,984,781
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Note payable to bank- Line of credit $190,000 $250,000
Current portion - long term debt 73,806 184,403
Accounts payable 387,078 322,094
Accrued expenses 277,201 232,476
---------- ----------
Total current liabilities 928,085 988,973
Long-term Debt, net 611,474 592,712
Stockholders' Equity
Common Stock, $.0005 par value,
25,000,000 shares authorized,
4,658,305 and 4,566,946 shares
issued, 3,848,145 and
3,756,786 shares outstanding 2,329 2,283
Preferred Stock, $.001 par value
per share, 10,000,000 700 700
Shares authorized, Series A
10% cumulative, convertible
700,000 shares authorized,
issued and outstanding
Additional paid in capital 2,083,988 2,042,635
Retained earnings 538,216 343,820
---------- ----------
2,625,233 2,389,438
Less 810,160 shares in
treasury - at cost (986,342) (986,342)
---------- ----------
Total stockholders' equity 1,638,891 1,403,096
---------- ----------
Total Liabilities and
Stockholders' Equity $3,178,450 $2,984,781
========== ==========
3
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
June 30 June 30
2006 2005 2006 2005
---------- --------- ---------- ----------
Sales $1,833,869 $1,619,128 $5,047,405 $3,497,340
Cost of Sales 1,164,997 1,103,318 3,307,189 2,500,119
---------- --------- ---------- ----------
Gross profit 668,872 515,810 1,740,216 997,221
Selling, general and administrative 501,159 434,966 1,414,458 877,540
---------- --------- ---------- ----------
Income from Operations 167,713 80,844 325,758 119,681
Interest expense - net (21,638) (20,610) (60,882) (39,572)
---------- --------- ---------- ----------
Income before Income Taxes 146,075 60,234 264,876 80,109
Income Tax 6,484 4,100 17,980 5,224
---------- --------- ---------- ----------
Net income $139,591 $56,134 $246,896 $74,885
========== ========= ========== ==========
Net income per share
Basic $0.03 $0.01 $0.05 $0.02
Diluted $0.02 $0.01 $0.04 $0.02
Weighted average shares outstanding 3,848,141 3,748,313 3,821,154 3,552,359
4
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
June 30
2006 2005
---------- -----------
Cash flows from operating activities:
Net income $ 246,896 $ 74,885
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation 153,000 126,610
Amortization expense 19,640 5,606
Gain on disposal of assets (2,000) -0-
Allowance for doubtful accounts 13,632 (10,547)
(Increase) decrease in:
Accounts receivable (24,049) (103,043)
Inventories (298,317) (68,616)
Prepaid expenses and other current assets 3,383 (16,891)
Increase (decrease) in:
Accounts payable 101,267 73,302
Accrued expenses 8,442 (32,705)
---------- -----------
Net cash provided by operating activities 221,894 48,601
---------- -----------
Cash flows from investing activities:
Acquisition of property, plant and equipment (71,883) (49,108)
Proceeds from sale of assets 2,000 -0-
Cash paid for acquisition of Optometrics LLC assets -0- (700,000)
Cash for Optometrics acquisition costs -0- (67,976)
---------- -----------
Net cash used in investing activities (69,883) (817,084)
---------- -----------
Cash flows from financing activities:
Issuance of common stock 41,400 35,538
Issuance of preferred stock -0- 690,000
Payments on long-term debt (94,847) (106,451)
Proceeds from refinanced long-term debt 457 -0-
Proceeds from short-term debt - Optometrics Acquisition -0- 102,143
Proceeds from long-term debt - Optometrics Acquisition -0- 183,106
Payments on short-term debt (57,445) -0-
Preferred stock dividends paid (52,500) (21,910)
Deferred financing costs incurred - Optometrics Acquisition -0- (17,273)
---------- -----------
Net cash provided by (used in) financing activities (162,935) 865,153
---------- -----------
Net increase (decrease) in cash (10,924) 96,670
Cash - beginning of period 308,210 254,908
---------- -----------
Cash - end of period $ 297,286 $ 351,578
========== ===========
Supplemental disclosure of cash flow information:
Reconciliation of debt refinancing activities:
Proceeds of new loans for New Jersey operations 449,346 -0-
Repayment of old New Jersey term loan (448,889) -0-
---------- -----------
Net proceeds of refinancing activity $ 457 $ -0-
5
DYNASIL CORPORATION OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of Presentation
The consolidated balance sheet as of September 30, 2005 was
audited and appears in the Form 10-KSB previously filed by the
Company. The consolidated balance sheet as of June 30, 2006 and
the consolidated statements of operations and cash flows for the
three months and nine months ended June 30, 2006 and 2005, and
the related information contained in these notes have been
prepared by management without audit. In the opinion of
management, all adjustments (which include only normal recurring
items) necessary to present fairly the financial position,
results of operations and cash flows in conformity with
generally accepted accounting principles as of June 30, 2006 and
for all periods presented have been made. Interim operating
results are not necessarily indicative of operating results for
a full year.
On March 8, 2005, Dynasil Corporation of America acquired
the operating assets and assumed certain liabilities of
Optometrics LLC, a worldwide supplier of optical components.
The assets acquired from Optometrics LLC are operated under the
Optometrics Corporation name. Dynasil financial statements
include the Optometrics Corporation results of operations since
March 9, 2005.
Certain information and note disclosures normally included
in the Company's annual financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted. It is suggested that these condensed
consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the
Company's September 30, 2005 Annual Report on Form 10-KSB
previously filed by the Company with the Securities and Exchange
Commission.
Note 2 - 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.
Inventories consisted of the following:
June 30, 2006 September 30, 2005
----------------- ------------------
Raw Materials $573,231 $322,902
Work-in-Process 265,725 246,921
Finished Goods 301,510 272,326
--------- -------
$1,140,466 $842,149
========= =======
Note 3 - Net Income Per Share
Basic net income per share is computed using the weighted
average number of common shares outstanding. The dilutive
effects of potential common shares outstanding are included in
diluted net earnings per share.
6
Note 4 - Stock Based Compensation
The Company has adopted the disclosure provisions of SFAS
No. 148 and continues to account for stock-based compensation
using the intrinsic value method. Accordingly, no compensation
cost has been recognized in the financial statements for stock
options issued to employees since the options were granted at
the most recent market price or higher 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. The pro
forma disclosures of net loss and net loss per common share
required by SFAS No. 123 are shown below.
Nine months ended
June 30, 2006 June 30, 2005
------------- -------------
Net income, as reported $246,896 $74,885
Add: Stock-based employee
compensation expense included
in reported net income -0- -0-
Less: Total stock-based employee
compensation expense determined
under fair value based method
for all options (4,636) (22,365)
------------- -------------
Pro forma net profit (loss) $ 242,260 $ 52,520
============= =============
Actual net profit (loss)
per common share $ 0.05 $ 0.02
Pro forma net profit (loss)
per common share $ 0.05 $ 0.01
During the nine months ended June 30, 2006, 130,000 stock
options were granted at prices ranging from $0.85 to $1.50 per
share and 80,000 options were exercised. The 80,000 options had
an exercise price of $0.40 per share with $23,857 paid in cash
and $8,143 relating to Mr. Dunham's 2005 fiscal year bonus.
During the nine months ended June 30, 2005, 436,459 options were
granted at prices ranging from $0.40 to $0.65 and no options
were exercised. The Company cancelled 275,000 and 45,000 options
during the nine months ended June 30, 2006 and 2005,
respectively. Compensation expenses relating to non-employee
stock options granted during the nine months ended June 30, 2006
and 2005 were $-0-. During the nine months ended June 30, 2006,
the Company issued a total of 10,771 shares of common stock
valued at $0.71 to $0.80 per share to a Director in satisfaction
of accrued 2005 Directors Fees and as a signing bonus for the
Vice President of Sales position for a combined expense of
$9,000. During the nine months ended June 30, 2005, the Company
issued 158,360 shares of common stock valued at $0.14 to $0.66
per share to the Board of Directors in satisfaction of accrued
and 2005 Directors' fee obligations totaling $28,717.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Overview
This is the fifth full quarter of results after Dynasil
Corporation of America ("Dynasil" or the "Company") acquired, on
March 8, 2005, the operating assets and assumed certain
liabilities of Optometrics LLC, a worldwide supplier of optical
components including diffraction gratings, lenses, thin film
filters, laser optics, monochromators and specialized optical
systems. The assets acquired from Optometrics LLC are
7
being operated under the Optometrics Corporation ("Optometrics")
name. The Dynasil financial statements include the Optometrics
results of operations for the period from March 9, 2005 through
June 30, 2006. The results from time periods previous to March
9, 2005 do not include Optometrics' results. Integration of
Optometrics with Dynasil is essentially completed and
Optometrics is having a major positive impact on the Company.
Revenues for the 3rd quarter ended June 30, 2006 were
$1,833,869, an increase of 13.3% over revenues of $1,619,128 for
the quarter ended June 30, 2005. Revenues for the nine months
ended June 30, 2006 were $5,047,405, an increase of 44.3% over
revenues of $3,497,340 for the nine months ended June 30, 2005.
The net profit for the quarter ended June 30, 2006 was $139,591
or $0.03 per share, compared with a net profit of $56,134, or
$0.01 per share, for the quarter ended June 30, 2005. Strong
revenues in both business units and improved gross margins on
optical materials were the primary drivers for revenue and
profitability increases for the quarter ended June 30, 2006. The
Company continues to focus on management's strategy of
profitable growth from its optical components business and by
pursuing acquisitions and strategic alliances. On July 11,
2006, the Company filed an 8-K report regarding the signing of a
letter of intent to acquire another optical manufacturing
company located in the Eastern United States. Consummation of
the transaction is contingent upon several important and
necessary conditions that may or may not be met, including
completion of due diligence, obtaining required financing from
outside sources on acceptable terms, and negotiation, execution
and performance of a definitive acquisition agreement and
related other agreements and documents. The proposed
acquisition candidate supplies optical components, products and
services to markets related to those currently served by Dynasil
and Optometrics. Dynasil expects that, if consummated, the
acquisition will close at or before the end of its current
fiscal year on September 30, 2006.
Results of Operations
Revenues for the three months ended June 30, 2006 were
$1,833,869, an increase of 13.3% over revenues of $1,619,128 for
the three months ended June 30, 2005. The revenue increase came
from organic growth in both optical components and optical
materials. Revenues for the nine months ended June 30, 2006
were $5,047,405, an increase of 44.3% over revenues of
$3,497,340 for the nine months ended June 30, 2005. The
addition of Optometrics was the largest factor in the year to
date revenue increase.
Cost of sales for the three months ended June 30, 2006 was
$1,164,997 or 63.5% of sales, a decrease of 4.6 percentage
points from the three months ended June 30, 2005 of $1,103,318,
or 68.1% of sales. Cost of sales for the nine months ended June
30, 2006 was $3,307,189 or 65.5% of sales, a decrease of 6.0
percentage points from the nine months ended June 30, 2005 of
$2,500,119, or 71.5% of sales. The significant decrease in cost
of sales as a percentage of sales resulted from the higher
margin products sold by Optometrics as well as improved optical
materials profitability. The Company also continues to
implement cost reductions such as manufacturing yield
improvements.
Gross profit for the three months ended June 30, 2006 was
$668,872, or 36.5% of sales, an increase of $153,062 over the
three months ended June 30, 2005 of $515,810, or 31.9% of sales.
Gross profit for the nine months ended June 30, 2006 was
$1,740,216, or 34.4% of sales, an increase of $742,995 over the
nine months ended June 30, 2005 of $997,221, or 28.5% of sales.
Selling, general and administrative ("SG&A") expenses for
the three months ended June 30, 2006 were $501,159 or 27.3% of
sales, an increase of 0.4 percentage points over the three
months ended June 30, 2005 of $434,966, or 26.9% of sales. SG&A
expenses for the nine months ended June 30, 2006 were $1,414,458
or 28.0% of sales, an increase of 2.9 percentage points over the
nine months ended June 30, 2005 of $877,540, or 25.1% of sales.
The nine month increase in SG&A expenses and percentage resulted
primarily from the impact of Optometrics SG&A expenses.
8
Net interest expense for the three months ended June 30,
2006 was $21,638, an increase of $1,028 over the three months
ended June 30, 2005 of $20,610. Net interest expense for the
nine months ended June 30, 2006 was $60,882, an increase of
$21,310 over the nine months ended June 30, 2005 of $39,572. The
increase in interest expense is primarily related to the
additional interest payments resulting from the indebtedness
incurred in connection with the Optometrics acquisition and
recent increases in the prime commercial rate of interest which
adversely impacts the Company's variable interest rate payments.
Previous loans relating to Dynasil's New Jersey operations were
refinanced with a different lender on January 5, 2006. The
refinancing reduced Dynasil's interest rate on its New Jersey-
based borrowings to a fixed annual rate of 7.25% and also added
a $200,000 line of credit. See the Company's 8-K filing dated
January 10, 2006 for additional details.
Net income for the three months ended June 30, 2006 was
$139,591, or $.03 in basic earnings per share, an increase of
$83,457 over the net profit for the three months ended June 30,
2005 of $56,134, or $.01 in basic profit per share. The organic
growth of revenues and increased gross margins on optical
materials were the key drivers. Net income for the nine months
ended June 30, 2006 was $246,896, or $.05 in basic earnings per
share, an increase of $172,011 over the net profit for the nine
months ended June 30, 2005 of $74,885, or $.02 in basic profit
per share. Optometrics contributed significant additional
profitability to the Company and the historical optical
materials business has delivered significantly higher
profitability.
The Company had a $6,484 provision for Massachusetts income
taxes for the quarter ended June 30, 2006 and a $4,100 provision
for the quarter ended June 30, 2005. For the nine months ended
June 30, 2006, the Company had a $17,980 provision for
Massachusetts income taxes and a $5,224 provision for taxes for
the nine months ended June 30, 2005. As of September 30, 2005,
the Company had approximately $1,300,000 of net operating loss
carry forwards to offset future income for federal tax purposes
expiring in various years through 2021. In addition, the Company
has approximately $760,000 of net operating loss carryforwards
to offset certain future New Jersey taxable income, expiring in
various years through 2013.
Liquidity and Capital Resources
Cash decreased by $10,924 for the nine months ended June
30, 2006. The primary sources of cash were net income of
$246,896, depreciation and amortization expenses that aggregated
$172,640, increased accounts payable of $101,267 and issuance of
common stock of $41,400. The primary uses of cash were
acquisition of property, plant and equipment of $71,883, an
inventory increase of $298,317, net repayments of debt of
$151,835, and dividend payments of $52,500 on Preferred Stock.
The increase in inventory was a result of purchasing fused
silica raw material in advance of a significant price increase
announced by the Company's primary supplier and temporarily
reduced availability of consignment inventory from that
supplier. Inventory levels are expected to decline during the
fourth quarter.
The Company believes that its current cash and cash
equivalent balances, along with the net cash generated by
operations, are sufficient to meet its anticipated cash needs
for working capital for at least the next 12 months. There are
currently no plans for any major capital expenditures in the
next six to nine months. Any major business expansion or
acquisition likely will require the Company to seek additional
debt or equity financing.
9
<PAGE
Critical Accounting Policies and Estimates
There have been no material changes in our critical
accounting policies or critical accounting estimates since
September 30, 2005, nor have we adopted an accounting policy
that has or will have a material impact on our consolidated
financial statements. For further discussion of our accounting
policies see Footnote 1 "Summary of Significant Accounting
Policies" in this Quarterly Report on Form 10-QSB and the Notes
to Consolidated Financial Statements in our Annual Report on
Form 10-KSB for the fiscal year ended September 30, 2005.
The accounting policies that reflect our more significant
estimates, judgments and assumptions and which we believe are
the most critical to aid in fully understanding and evaluating
our reported financial results include the following:
Revenue Recognition
Revenue from sales of products is recognized at the time
title and the risks and rewards of ownership pass. This is when
the products are shipped per customers' instructions, the sales
price is fixed and determinable, and collections are reasonably
assured.
Valuation of Long-Lived Assets
We assess the recoverability of long-lived assets whenever
we determine that events or changes in circumstances indicate
that their carrying amount may not be recoverable. Our
assessment is primarily based upon our estimate of future cash
flows associated with these assets. These valuations contain
certain assumptions concerning estimated future revenues and
future expenses. We have determined that there is no indication
of impairment of any of our assets. However, should our
operating results deteriorate, we may determine that a portion
of our long-lived assets is impaired. Such a determination could
result in non-cash charges to income that could materially and
adversely affect the Company's financial position or results of
operations for that period.
Estimating Allowances for Doubtful Accounts Receivable
We perform ongoing credit evaluations of our customers and
adjust credit limits based upon payment history and the
customer's current credit worthiness, as determined by our
review of their current credit information. We continuously
monitor collections and payments from our customers and maintain
a provision for estimated credit losses based upon our
historical experience and any specific customer collection
issues that we have identified. While such credit losses have
historically been minimal, within our expectations and the
provisions established, we cannot guarantee that we will
continue to experience the same credit loss rates that we have
in the past. A significant change in the liquidity or financial
position of any of our significant customers could have a
material adverse effect on the collectibility of our accounts
receivable and our future operating results.
Valuation of Deferred Tax Assets
We regularly evaluate our ability to recover the reported
amount of our deferred income taxes considering several factors,
including our estimate of the likelihood of the Company
generating sufficient taxable income in future years during the
period over which temporary differences reverse. Based on the
Company's history of significant fluctuations in net earnings,
the Company established a full valuation allowance as of
September 30, 2004 and prior due to the uncertainty as to the
realization of certain net operating loss carryforwards. With
the asset acquisition from Optometrics LLC in March 2005, the
Company now believes that some of these carryforwards will be
realized, and has adjusted the valuation allowance accordingly
as outlined in the Company's Annual Report on Form 10-KSB for
the fiscal year ended September 30, 2005.
10
Recent Accounting Pronouncements
There were no accounting pronouncements issued since the
date of the Company's most recent Form 10-KSB filing that would
require disclosure in the current Form 10-QSB filing.
Forward-Looking Statements
The statements contained in this Quarterly Report on Form
10-QSB which
are not historical facts, including, but not limited to, certain
statements found under the captions "Overview", "Results of
Operations" and "Liquidity and Capital Resources" 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 Quarterly Report
on Form 10-QSB, including, without limitation, the portions of
such reports under the captions referenced above, and the
uncertainties set forth from time to time described in this and
the Company's other 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, customer acceptance of new products,
general economic conditions, market trends, costs and
availability of raw materials and management information
systems, competition, litigation, need for additional financing,
the effect of governmental regulation and other matters. The
Company disclaims any intention or obligation to update any
forward-looking statements, whether as a result of new
information, future events or otherwise.
ITEM 3 CONTROLS AND PROCEDURES
Based on their most recent informal evaluation, which was
completed during the period covered within this Form 10-QSB, the
Company's President/Chief Executive Officer and Chief Financial
Officer believe that the Company's disclosure controls and
procedures (as defined in Exchange Act Rule 13a-14 and 15d-14)
are effective. There were not any significant changes in the
Company's internal controls nor other facts that could
significantly affect these controls subsequent to the date of
this evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses. The Company
is presently unable to provide adequate segregation of duties
within itself as a means of internal control. As a result, the
Company is presently relying on overriding management reviews,
and assistance from its board of directors and Audit Committee
in providing short-term review procedures until such time as
additional funding is provided to hire additional executives to
adequately segregate duties within the Company.
PART II
OTHER INFORMATION
- ------------------
ITEM 1 LEGAL PROCEEDINGS
NONE
ITEM 2 CHANGES IN SECURITIES
NONE
ITEM 3 DEFAULTS ON SENIOR SECURITIES
NONE
11
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5 OTHER INFORMATION
The information presented in Items 1 and 2 of Part I of this
Report is incorporated herein by reference. On August 4, 2006,
the Company issued a press release announcing its financial
results for its third quarter ending June 30, 2006. A copy of
this press release is attached as Exhibit 99 to this Report on
Form 10-QSB. This information is being furnished pursuant to
Item 5 of Part II of Form 10-QSB and shall not be deemed to be
"filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section, nor shall
it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a
filing.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and index of Exhibits
31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Section 1350 Certification pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 (furnished but not filed for
purposes of the Securities Exchange Act of 1934)
99.1 Press release, dated August 4, 2006, issued by Dynasil
Corporation of America announcing its financial results for
the second quarter ending JUNE 30, 2006.
(b) Reports on Form 8-K
- On July 11, 2006, a current report for Item 8, Other
Events, for the signing of a letter of intent to acquire another
optical manufacturing company located in the Eastern United
States.
SIGNATURES
In accordance with the requirements of the 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/ Craig T. Dunham DATED: August 9, 2006
--------------------------------- --------------------
Craig T. Dunham,
President and CEO
/s/ Laura Lunardo DATED: August 9, 2006
----------------------------- --------------------
Laura Lunardo
Chief Financial Officer
12