-----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, QfV78ik+g9vSf8/HTJdzh4nGbFxn5vnoI2Ms8AY7gf2vmeYiK/w31BuE/GdJqVX6 LYMJ5gPOpKZiWDH3OOcFpw== /in/edgar/work/0000312066-00-000007/0000312066-00-000007.txt : 20001115 0000312066-00-000007.hdr.sgml : 20001115 ACCESSION NUMBER: 0000312066-00-000007 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENCOR ENERGY COST CONTROLS INC CENTRAL INDEX KEY: 0000312066 STANDARD INDUSTRIAL CLASSIFICATION: [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: 764551 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 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 September 30, 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 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: 8,349,804 shares outstanding at November 10, 2000. Transitional Small Business Disclosure Format Yes No X DENCOR ENERGY COST CONTROLS, INC. INDEX Page PART I FINANCIAL INFORMATION Item 1. Financial statements: Independent accountants' report 1 Balance sheets - September 30, 2000 and December 31, 1999 2 Statements of operations - three and nine months ended September 30, 2000 and 1999 3 Statements of cash flows - nine months ended September 30, 2000 and 1999 4 Notes to condensed 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 7 Signatures 7 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 September 30, 2000, the related condensed statement of operations for the three-month and nine-month period then ended, and statement of cash flows for the nine-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 November 10, 2000 DENCOR ENERGY COST CONTROLS, INC. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements (Condensed Balance Sheets) ASSETS Sept. 30 Dec. 31 2000 1999 (unaudited) CURRENT ASSETS: Cash $ 5,300 $ 500 Accounts Receivable,net of allowance for doubtful accounts of $5,700 43,300 25,100 Inventories 127,900 127,900 Prepaids and Other 9,300 5,100 TOTAL CURRENT ASSETS $185,800 158,600 Furniture & Equipment 213,300 213,300 Less Accumulated Depreciation (213,300) (213,300) 0 0 Long Term Receivables, net of allowance for doubtful receivables of $11,400 7,900 8,600 $193,700 $167,200 LIABILITIES AND STOCKHOLDERS DEFICIT CURRENT LIABILITIES: Notes Payable - Shareholders $144,000 $ 121,400 Notes Payable to Others 0 5,000 Accounts Payable 70,200 65,200 Accrued Compensation and Benefits 367,700 272,100 Accrued Interest - Shareholders & Others 155,200 130,600 Warranty Reserve 3,200 3,200 Other 1,700 1000 TOTAL LIABILITIES (ALL CURRENT) 742,000 598,500 STOCKHOLDERS' DEFICIT Preferred Stock, no par value, authorized 5,000,000 shares; none issued and outstanding. 0 0 Common Stock, no par value, authorized 25,000,000 shares; issued & outstanding, 6,549,804 shares at September 30, 2000, 5,749,804 shares at December 31, 1999 1,206,600 1,190,600 Accumulated Deficit (1,754,900) (1,621,900) Stockholders' Deficit (548,300) (431,300) $ 193,700 $ 167,200 See notes to condensed financial statements DENCOR ENERGY COST CONTROLS, INC. STATEMENTS OF OPERATIONS (unaudited) Three Months Nine Months Ended Sept.30 Ended Sept.30 2000 1999 2000 1999 REVENUES: Net Sales $ 57,300 $ 74,200 $ 150,400 $ 200,600 Interest and Other 1,400 1,700 7,900 5,300 TOTAL REVENUES 58,700 75,900 158,300 205,900 COSTS AND EXPENSES: Cost of Products Sold 28,500 53,500 90,900 126,400 Selling 3,900 3,600 9,800 13,400 General and Administrative 31,000 30,500 100,400 108,400 Research and Development 19,200 22,300 61,000 65,200 Interest 10,100 9,300 29,200 25,500 92,700 119,200 291,300 338,900 NET LOSS $(34,000) $ (43,300) $(133,000) $(133,000) NET LOSS PER COMMON SHARE: $ (0.01) $ (0.01) $ (0.02) $ (0.02) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 6,549,804 4,803,304 6,538,082 4,803,804 See notes to condensed financial statements DENCOR ENERGY COST CONTROLS, INC. STATEMENTS OF CASH FLOWS (unaudited) Nine Months Ended Sept. 30 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $(133,000) $(133,000) Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: Accounts and other receivables (18,200) (3,700) Inventories 0 (2,200) Other assets (4,200) (1,900) Long term receivables 700 600 Accounts payable 5,000 21,200 Accrued compensation and benefits 95,600 86,200 Accrued interest - shareholders & others 24,600 24,300 Deposits and other liabilities 700 (100) Total adjustments 104,200 124,400 ________ ________ Net cash used in operating activities (28,800) (8,600) Cash flows from financing activities: Proceeds from Private Placement of Stock 16,000 0 Proceeds from Notes Payable-Shareholders 22,600 5,000 Repayment of Notes Payable - Others (5,000) 0_ Net cash provided by financing activities 33,600 5,000 Net increase (decrease) in cash 4,800 (3,600) Cash beginning of year 500 8,300 Cash end of quarter $ 5,300 $ 4,700 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 September 30, 2000 and for the three-month and nine-month periods ended September 30, 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 footnote disclosures normally included in 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 Management, the accompanying unaudited condensed Financial Statements contain all adjustments, which consist only of recurring adjustments, necessary to present fairly the financial position as of September 30, 2000, and the results of operations for the three months and nine months ended September 30, 2000 and 1999 and statement of cash flows for the nine months ended September 30, 2000. The results of operations for the three and nine-month periods ended September 30, 2000 and 1999, are not necessarily indicative of the results to be expected for the full year. It is suggested that these Condensed Financial Statements be read in conjunction with 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 Third Quarter, 2000, the Company had no long-term debt. C. Common Stock: In January 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. D. Subsequent Event On November 10, 2000 a third party exercised its option to purchase 750,000 shares of restricted common stock at a price of $0.02 for $15,000 cash. On November 10, 2000 the company sold 1,050,000 shares of restricted common stock in a private placement at a price of $0.04 per share in exchange for $42,000 in notes and interest payable due to officers or directors of the Company. On November 10, 2000 the high bid was $0.05 and the low asked was $0.06. The most recent trade was on October 25, 2000. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS NET SALES Third quarter sales of $57,300 were approximately 23% less than the $74,200 for the comparable period in 1999. The decrease is primarily a result of a decrease in international sales. The nine-month sales of $150,400 were down 25% from $200,600 in the previous year. The decrease was due to a decrease in both utility sales and international sales. COST AND EXPENSE Cost of Products Sold as a percentage of net sales decreased approximately 22% to 50% for the third quarter of 2000 compared with 72% the same period in the prior year. For the nine-month period, the Cost of Products Sold decreased to 60% compared to 63% in the same period the prior year. This increase in gross margin percentage is primarily due to an increase in sales of newer products with higher gross margins. Selling expenses for the third quarter of 2000, as percentage of net sales, increased by 2% to 7% compared to 5% in the same period in the prior year. General and Administrative expenses as a percentage of net sales for the third quarter of 2000 increased 13% to 54% compared to 41% in the same period in the prior year. Total administrative expenses were approximately the same as in the prior year. Research and Development expenses decreased 14% to $19,200 for the third quarter of 2000 compared to $22,300 in the same quarter the prior year. The decrease resulted from lower new product development expenses. EARNINGS The net loss for the third quarter was $34,000 compared to a net loss of $43,300 for the same period in the prior year. The decrease in net loss was due to the increase in gross margin. LIQUIDITY The Independent Auditor's Report on Dencor Energy Cost Controls, Inc. Financial Statements for the year ended December 31, 1999 included a "going concern" explanatory paragraph that describes 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 .25 at Quarter ended September 30, 2000. Man- agement believes the acid ratio (cash and accounts receivable divided by current liabilities) of .065 is below the limits of reasonable liquidity. 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. The Company's contingency plans in the event year 2000 problems arise are set forth in the Company's Annual Report on Form 10KSB for the year ended December 31, 1999. DENCOR ENERGY COST CONTROLS, INC. PART II - OTHER INFORMATION Items 1 through 5 would appear to require no answers according to the instructions. Item 5. 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 September 30, 2000, the Registrant filed no 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: Maynard L. Moe President Date: November 13, 2000 EX-27 2 0002.txt ART.5 FDS FOR 10-QSB FOR SEPTEMBER. 30, 2000
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS 9-MOS DEC-31-2000 SEP-30-2000 5,300 0 43,300 5,700 127,900 185,800 213,300 213,300 193,700 742,000 0 1,206,600 0 0 (1,754,900) 193,700 150,400 158,300 90,900 291,300 0 0 29,200 (133,000) 0 (133,000) 0 0 0 (133,000) (0.02) (0.02)
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