-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BQPOzcxgBuOAlhBtttQBLWp4s92SYv1oOc8Dr+s/j1AcTC8wPZoEBd/11lk4a3Wi fgQj+8Y58N24I/iuMm8oXQ== 0000312066-00-000004.txt : 20000516 0000312066-00-000004.hdr.sgml : 20000516 ACCESSION NUMBER: 0000312066-00-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENCOR ENERGY COST CONTROLS INC CENTRAL INDEX KEY: 0000312066 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 840658020 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-09255 FILM NUMBER: 635848 BUSINESS ADDRESS: STREET 1: 1450 WEST EVANS CITY: DENVER STATE: CO ZIP: 80223 BUSINESS PHONE: 3039221888 MAIL ADDRESS: STREET 1: 1450 W EVANS STREET 2: 1450 W EVANS CITY: DENVER STATE: CO ZIP: 80223 10QSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-9255 DENCOR ENERGY COST CONTROLS, INC. (Exact name of small business issuer as specified in its charter) Colorado 84-0658020 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1450 West Evans, Denver, Colorado 80223 (Address of principal executive office) (Zip Code) (303) 922-1888 (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 X No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. No par value per share: 6,549,804 shares issued, at May 10, 2000. Transitional Small Business Disclosure Format Yes No X DENCOR ENERGY COST CONTROLS, INC. INDEX Page PART I FINANCIAL INFORMATION Item 1. Condensed financial statements: Independent accountant's report 1 Balance sheets - March 31, 2000 and December 31, 1999 2 Statements of operations - three months ended March 31, 2000 and 1999 3 Statements of cash flows - three months ended March 31, 2000 and 1999 4 Notes to consolidated financial statements 5 Item 2. Management's discussion and analysis 5 PART II. OTHER INFORMATION Item 1-5 N/A Item 6. Exhibits and reports on Form 8-K 6 Signatures 6 INDEPENDENT ACCOUNTANTS' REPORT Board of Directors and Stockholders Dencor Energy Cost Controls, Inc. Denver, Colorado We have reviewed the accompanying condensed balance sheet of Dencor Energy Cost Controls, Inc. as of March 31, 2000, and the related condensed statements of operations and cash flows for the three-month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet as of December 31, 1999, and the related statements of operations, shareholders' deficit, and cash flows for the year then ended (not presented herein); and in our report dated February 29, 2000, we expressed an unqualified opinion, which included an explanatory paragraph relating to the Company's ability to continue as a going concern, on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of December 31, 1999, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. GELFOND HOCHSTADT PANGBURN, P.C. Denver, Colorado May 12, 2000 DENCOR ENERGY COST CONTROLS, INC. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements (Condensed Balance Sheets) ASSETS March 31, December 31, 2000 1999 (unaudited) CURRENT ASSETS: Cash $ 5,000 $ 500 Accounts Receivable, net of allowance for doubtful accounts of $5,700 14,900 25,100 Inventories 126,600 127,900 Prepaids and other 9,300 5,100 TOTAL CURRENT ASSETS 155,800 158,600 Furniture and Equipment 213,300 213,300 Less Accumulated Depreciation (213,300) (213,300) Long term receivables, net of allowance for doubtful receivables of $11,400 8,700 8,600 $164,500 $167,200 LIABILITIES AND SHAREHOLDERS' DEFICIT CURRENT LIABILITIES: Notes Payable - Shareholders $144,000 $121,400 Notes Payable - Other 0 5,000 Accounts Payable 52,200 65,200 Accrued Compensation and Benefits 300,700 272,100 Accrued Interest - Shareholders 135,300 130,600 Warranty Reserve 3,200 3,200 Other 1,200 1,000 TOTAL LIABILITIES (all current) 636,600 598,500 SHAREHOLDERS' DEFICIT Preferred Stock, no par value, authorized 5,000,000 shares, none issued and outstanding Common Stock, no par value, authorized 25,000,000 shares; issued and outstanding, 6,549,804 shares at March 31, 2000, 5,749,804 shares at December 31, 1999 1,206,600 1,190,600 Accumulated deficit (1,678,700) (1,621,900) Stockholders deficit (472,100) (431,300) $ 164,500 $ 167,200 See notes to condensed financial statements. DENCOR ENERGY COST CONTROLS, INC. CONDENSED STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31 2000 1999 REVENUES: Net Sales $ 41,000 $ 61,400 Interest and Other 5,200 2,200 TOTAL REVENUES 46,200 63,600 COSTS AND EXPENSES; Cost of Products Sold 32,800 38,100 Selling 3,500 6,300 General and Administrative 36,000 37,600 Research and Development 21,400 23,500 Interest 9,300 7,800 103,000 113,300 NET LOSS $ (56,800) $ (49,700) NET LOSS PER COMMON SHARE: $ (0.01) $ (0.01) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,549,804 4,803,804 See notes to condensed financial statements. DENCOR ENERGY COST CONTROLS, INC. CONDENSED STATEMENTS OF CASH FLOWS (unaudited) Three Months Ended March 31 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (56,800) $ (49,700) Adjustments to reconcile net loss to net cash used in operating activities Changes in operating assets and liabilities: Decrease (increase) in receivables 10,200 (10,800) Decrease in inventories 1,300 4,400 Increase in other assets (4,200) (2,500) (Increase) decrease in long-term receivables (100) 500 (Decrease) increase in Accounts payable (13,000) 12,500 Increase in accrued compensation and benefits 28,600 31,800 Increase in accrued interest - shareholders 4,700 7,800 Increase (decrease) in other liabilities 200 (600) Total adjustments 27,700 43,100 Net cash used in operating Activities (29,100) (6,600) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable - shareholders 22,600 0 Principal payments on notes payable - shareholders (5,000) 0 Proceeds from private placement of common stock 16,000 0 Net cash provided by financing activities 33,600 0 Net increase (decrease) in cash 4,500 (6,600) CASH, beginning of year 500 8,300 CASH, end of quarter $ 5,000 $ 1,700 See notes to condensed financial statements. DENCOR ENERGY COST CONTROLS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS A. The condensed Financial Statements of the Company as of March 31,2000 and for the three-month periods ended March 31, 2000 and 1999 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. 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 pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of the Company, all accompanying unaudited condensed Financial Statements contain all adjustments, which consist only of normal and recurring adjustments, necessary to present fairly the financial position as of March 31, 2000, and the results of operations and cash flows for the three months ended March 31, 2000 and 1999. The results of operations for the three-month periods ended March 31, 2000 and 1999, are not necessarily indicative of the results to be expected for the full year. These condensed financial statements should be read in conjunction with a reading of the financial statements and the notes therein included in the Company's latest annual report on Form 10-KSB. B. Long-Term Debt: As of the end of First Quarter, 2000, the Company had no long-term debt. C. Common Stock: During the First Quarter, 2000, the Company issued 800,000 shares of common stock in a private placement at $0.02 per share, which was the quoted market price of the Company's common stock on the date of issuance. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS NET SALES First Quarter sales of $41,000 were approximately 33% less than sales of $61,400 for the comparable period in 1999. The decrease is primarily a result of a decrease in sales to utilities. COST AND EXPENSE Cost of Products Sold as a percentage of net sales increased to 80% for the first quarter of 2000 compared with 62% the same period in the prior year. This increase in cost is primarily due to a decrease in production efficiency resulting from a lower production volume. Selling expenses as a percentage of net sales for the first quarter of 2000 decreased to 8.5% compared to 10.3% for the same period in the prior year due to a decrease in travel and printing expenses. General and Administrative expenses for the first quarter 2000 decreased slightly compared to the same period in the prior year due to a decrease in salaries charged. Research and Development expenses as a percentage of net sales decreased slightly compared to the same period in the prior year. DENCOR ENERGY COST CONTROLS, INC. EARNINGS The net loss for the first quarter was $56,800 compared to a net loss of $49,700 for the same period in the prior year. The increase in the net loss was due to the decrease in sales and decrease in gross margin due to lower production volume. YEAR 2000 The Company did not experience any Year 2000 problems with its accounting system, its products, or production processes. The Company has no information that indicates key vendors, service providers, or any third parties, may be unable to sell or purchase from the Company because of any Year 2000 compliance problems they may have. LIQUIDITY The Independent Auditors' Report on the Company's financial statements as of and for the year ended December 31, 1999 included a "going concern" explanatory paragraph which means that the Auditors expressed substantial doubt about the Company's ability to continue as a going concern. Management's plans in regards to the factors which prompted the explanatory paragraph are discussed in Note 2 to the Company's December 31, 1999 financial statements. The Company's current ratio is .24 at the Quarter ended March 31, 2000. Management believes the acid ratio (cash and accounts receivable divided by current liabilities) of 0.03 is below the limits of reasonable liquidity. If working capital beyond that provided by cash flow is needed, additional debt financing will be sought. If traditional debt financing is not available, the Company will attempt to raise working capital by private borrowing including stockholder loans although no assurances can be given that financing will be available. The Company may also seek strategic acquisitions or mergers. PART II - OTHER INFORMATION Items 1 through 5 would appear to require no answers according to the instructions. Item 6. Exhibits and Reports On Form 8-K (a) The following Exhibit is filed as part of this Quarterly Report on Form 10-Q: 27. Financial Data Schedule. (b) During the quarter ended March 31, 2000, the Registrant did not file any reports on Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DENCOR ENERGY COST CONTROLS, INC. Registrant By:/s/ Maynard L. Moe President and Principal Accounting Officer Date: May 12, 2000 EX-27 2 ART.5 FDS FOR 10-QSB FOR MARCH 31, 2000 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM-10KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS YEAR December 31, 2000 MARCH 31, 2000 500 0 23,600 17,100 126,600 155,800 213,300 213,300 164,500 636,600 0 1,206,600 0 0 0 164,500 41,000 46,200 32,800 103,000 0 0 9,300 (56,800) 0 0 0 0 0 (56,800) (0.01) (0.01)
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