UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 15, 2014
Xenonics Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| Nevada |
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001-32469 |
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84-1433854 |
| (State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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| 3186 Lionshead Avenue
Carlsbad, California |
|
92010 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (760) 477-8900
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On May 15, 2014, Xenonics issued a press release setting forth its results of operations for the quarter ended March 31, 2014. A copy
of the press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference
into any filing of Xenonics under the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On
May 15, 2014, Xenonics issued a press release regarding the agreement between Xenonics and SIMS that is described above in Item 1.01. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release of Xenonics Holdings, Inc. dated May 15, 2014 regarding the results of operations for the quarter ended March 31, 2014. |
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| 99.2 |
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Press Release of Xenonics Holdings, Inc. dated May 15, 2014 regarding the Exclusive International Distribution Agency Agreement with Saudi International Military Services, Ltd. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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XENONICS HOLDINGS, INC. |
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| May 15, 2014 |
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By: |
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/s/ Richard S. Kay |
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Name: Richard S. Kay |
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2
Exhibit Index
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| Exhibit No. |
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Description |
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| 99.1 |
|
Press Release of Xenonics Holdings, Inc. dated May 15, 2014 regarding the results of operations for the quarter ended March 31, 2014. |
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| 99.2 |
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Press Release of Xenonics Holdings, Inc. dated May 15, 2014 regarding the Exclusive International Distribution Agency Agreement with Saudi International Military Services, Ltd. |
3
Exhibit 99.1
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Investor Contact: Berkman Associates
(310) 477-3118 info@BerkmanAssociates.com |
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Company Contact: Alan Magerman,
Chairman (760) 477-8900
xenonics@xenonics.com |
Xenonics Reports Second Quarter Results
CARLSBAD, CALIFORNIA — May 15, 2014 — XENONICS HOLDINGS, INC. (OTCQB:XNNH) today announced financial results for the second
quarter and first six months of fiscal 2014.
Revenue for the three months ended March 31, 2014 decreased to $16,000. This compares to revenue of
$961,000 for the second quarter of fiscal 2013. The net loss for this year’s second quarter was $576,000, or $0.02 per basic and diluted share. This compares to a net loss for the second quarter of fiscal 2013 of $293,000, or $0.01 per basic
and diluted share.
For the six months ended March 31, 2014, revenue decreased to $79,000 compared to $1,118,000 for last year’s first half. The
net loss for the first six months of fiscal 2014 was $1,179,000, or $0.05 per basic and diluted share. This compares to a net loss for the first six months of fiscal 2013 of $787,000, or $0.03 per basic and diluted share.
“Approximately $250,000 of orders we had expected to ship in the second quarter were shipped in the third quarter instead. We continue to expect
additional significant orders from military and international customers. We currently are in the process of arranging additional financing to support our operations,” said Chairman Alan Magerman.
Conference Call
Xenonics has scheduled a conference call
at 11:00 a.m. EDT this morning to discuss its results for the quarter. To participate in the call, dial (800) 510-0146, passcode #16845774. A simultaneous webcast of the conference call can be accessed
from the Webcast Center of the Investor Relations link at www.xenonics.com. A replay will be available after 1:00 p.m. EDT at this same Internet address. For a telephone replay, dial
(888) 286-8010, passcode #92288381, after 2:00 p.m. EDT.
About Xenonics
Xenonics Holdings, Inc. develops and produces advanced, lightweight and compact ultra-high-intensity illumination and low-light vision products for military,
law enforcement, public safety, and commercial and private sector applications. Xenonics’ NightHunter line of illumination products is used by every branch of the U.S. Armed Forces as well as law enforcement and security agencies. Its
SuperVision high-definition night vision is designed for commercial and military applications. Employing patented technologies, Xenonics provides innovative solutions for customers who must see farther so they can do their jobs better and safer.
Xenonics’ products represent the next generation in small, high intensity, high efficiency illumination and low-light vision systems. Visit Xenonics on the web at www.xenonics.com.
Forward-Looking Statements
Except for the historical
statements, statements in this release may constitute forward-looking statements within the meaning of section 21E of the Securities Exchange Act of 1934. When used, the words “anticipates,” “believes,” “expects,”
“intends,” “future,” and other similar expressions identify forward-looking statements. These forward-looking statements reflect management’s current views with respect to future events and financial performance and are
subject to risks and uncertainties, and actual results may differ materially from the outcomes contained in any forward-looking statement. Factors that could cause these forward-looking statements to differ from actual results include delays in
development, marketing or sales of new products, and other risks and uncertainties discussed in the company’s periodic reports on Form 10-K and 10-Q and other filings with the Securities and Exchange Commission. Xenonics Holdings undertakes no
obligation to update or revise any forward-looking statements.
3186 Lionshead Avenue, Carlsbad, CA 92010
(760) 477-8900 fax (760) 477-8896 www.xenonics.com email xenonics@xenonics.com
XENONICS HOLDINGS, INC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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Three months ended |
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Six months ended |
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March 31, |
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March 31, |
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2014 |
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2013 |
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2014 |
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2013 |
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| Rounded to the nearest thousand, except per share amounts |
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(unaudited) |
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(unaudited) |
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| Revenues |
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$ |
16,000 |
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$ |
961,000 |
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$ |
79,000 |
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$ |
1,118,000 |
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| Cost of goods sold |
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6,000 |
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505,000 |
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44,000 |
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580,000 |
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| Gross profit |
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10,000 |
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456,000 |
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35,000 |
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538,000 |
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| Selling, general and administrative |
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384,000 |
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468,000 |
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799,000 |
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884,000 |
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| Research and development |
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101,000 |
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108,000 |
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229,000 |
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227,000 |
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| Income (loss) from operations |
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(475,000 |
) |
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(120,000 |
) |
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(993,000 |
) |
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(573,000 |
) |
| Other income/(expense): |
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| Interest (expense) |
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(101,000 |
) |
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(173,000 |
) |
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(184,000 |
) |
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(212,000 |
) |
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| Income (loss) before provision for income taxes |
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(576,000 |
) |
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(293,000 |
) |
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(1,177,000 |
) |
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(785,000 |
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| Income tax provision |
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— |
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— |
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2,000 |
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2,000 |
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| Net income (loss) |
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$ |
(576,000 |
) |
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$ |
(293,000 |
) |
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$ |
(1,179,000 |
) |
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$ |
(787,000 |
) |
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| Net income (loss) per share: |
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| Basic and fully-diluted |
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$ |
(0.02 |
) |
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$ |
(0.01 |
) |
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$ |
(0.05 |
) |
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$ |
(0.03 |
) |
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| Weighted average shares outstanding: |
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| Basic and fully-diluted |
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24,976,000 |
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24,976,000 |
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24,976,000 |
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24,976,000 |
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XENONICS HOLDINGS, INC
CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, |
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September 30, |
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2014 |
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2013 |
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| Rounded to the nearest thousand, except par value |
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(unaudited) |
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| Assets |
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| Current Assets: |
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| Cash |
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$ |
4,000 |
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$ |
220,000 |
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| Accounts receivable |
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1,000 |
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30,000 |
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| Inventories |
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1,121,000 |
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1,154,000 |
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| Other current assets |
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35,000 |
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27,000 |
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| Total Current Assets |
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1,161,000 |
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1,431,000 |
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| Inventories |
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480,000 |
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480,000 |
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| Equipment, furniture and fixtures at cost, net |
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|
7,000 |
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11,000 |
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| Goodwill |
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|
375,000 |
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|
|
375,000 |
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| Other assets |
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17,000 |
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17,000 |
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|
|
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|
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| Total Assets |
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$ |
2,040,000 |
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$ |
2,314,000 |
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| Liabilities and Shareholders’ Deficit |
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| Current Liabilities: |
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| Accounts payable |
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$ |
591,000 |
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$ |
399,000 |
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| Accrued expenses |
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357,000 |
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211,000 |
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| Accrued payroll and related taxes |
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168,000 |
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91,000 |
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| Notes payable, net of debt discount |
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2,383,000 |
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|
|
— |
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| Total Current Liabilities |
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3,499,000 |
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|
701,000 |
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| Notes payable |
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|
— |
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1,962,000 |
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|
|
|
|
|
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| Total Liabilities |
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|
3,499,000 |
|
|
|
2,663,000 |
|
|
|
|
|
|
|
|
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| Commitments and contingencies |
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|
|
|
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| Shareholders’ Deficit: |
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|
|
|
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| Preferred shares, $0.001 par value, 5,000,000
shares authorized, 0 shares issued and outstanding |
|
|
— |
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— |
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| Common shares, $0.001 par value, 50,000,000
shares authorized; 24,976,000 shares issued and outstanding at March 31, 2014 and September 30, 2013 |
|
|
25,000 |
|
|
|
25,000 |
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| Additional paid-in capital |
|
|
26,947,000 |
|
|
|
26,879,000 |
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| Accumulated deficit |
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(28,431,000 |
) |
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(27,253,000 |
) |
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| Total Shareholders’ Deficit |
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|
(1,459,000 |
) |
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(349,000 |
) |
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|
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| Total Liabilities and Shareholders’ Deficit |
|
$ |
2,040,000 |
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$ |
2,314,000 |
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Exhibit 99.2
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Investor Contact: Berkman Associates
(310) 477-3118 info@BerkmanAssociates.com |
|
Company Contact: Alan Magerman,
Chairman (760) 477-8900
xenonics@xenonics.com |
Xenonics Announces Exclusive Agreement with
Saudi International Military Services
CARLSBAD, CALIFORNIA — May 15, 2014 — XENONICS HOLDINGS, INC. (OTCQB:XNNH) today announced today that it signed an exclusive
international agreement with Saudi International Military Services, Ltd. (“SIMS”). This Agreement established SIMS as an international exclusive dealer of Xenonics Holdings, Inc.
SIMS will pay Xenonics a fee for the exclusivity. The term of this agreement is for three (3) years and is automatically renewed for successive three
year periods, unless either party gives notice of non-renewal. Xenonics will pay SIMS fees based on volume of sales generated.
“We look forward to
developing a strong relationship with SIMS and we believe we found the right international partner. This is a significant relationship for Xenonics,” said Chairman Alan Magerman.
About Xenonics
Xenonics Holdings, Inc. develops and
produces advanced, lightweight and compact ultra-high-intensity illumination and low-light vision products for military, law enforcement, public safety, and commercial and private sector applications. Xenonics’ NightHunter line of illumination
products is used by every branch of the U.S. Armed Forces as well as law enforcement and security agencies. Its SuperVision high-definition night vision is designed for commercial and military applications. Employing patented technologies, Xenonics
provides innovative solutions for customers who must see farther so they can do their jobs better and safer. Xenonics’ products represent the next generation in small, high intensity, high efficiency illumination and low-light vision systems.
Visit Xenonics on the web at www.xenonics.com.
Forward-Looking Statements
Except for the historical statements, statements in this release may constitute forward-looking statements within the meaning of section 21E of the
Securities Exchange Act of 1934. When used, the words “anticipates,” “believes,” “expects,” “intends,” “future,” and other similar expressions identify forward-looking statements. These
forward-looking statements reflect management’s current views with respect to future events and financial performance and are subject to risks and uncertainties, and actual results may differ materially from the outcomes contained in any
forward-looking statement. Factors that could cause these forward-looking statements to differ from actual results include delays in development, marketing or sales of new products, and other risks and uncertainties discussed in the company’s
periodic reports on Form 10-K and 10-Q and other filings with the Securities and Exchange Commission. Xenonics Holdings undertakes no obligation to update or revise any forward-looking statements.
* * * * *
#4936
3186 Lionshead Avenue,
Carlsbad, CA 92010
(760) 477-8900 fax (760) 477-8896 www.xenonics.com email
xenonics@xenonics.com
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