-----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, BtoDXIE2T/Y3vXx89j5Q1hliqS/9RA26mCPLlcA0MnDz11kNeg3LPDAj67ajytNN erUp1M19TYP9S2D9kW5Sww== 0001157523-08-004357.txt : 20080515 0001157523-08-004357.hdr.sgml : 20080515 20080515160035 ACCESSION NUMBER: 0001157523-08-004357 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080515 DATE AS OF CHANGE: 20080515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPAC TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000784770 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330033759 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14843 FILM NUMBER: 08837539 BUSINESS ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148980007 MAIL ADDRESS: STREET 1: 7321 LINCOLN WAY CITY: GARDEN GROVE STATE: CA ZIP: 92641 FORMER COMPANY: FORMER CONFORMED NAME: DENSE PAC MICROSYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 a5686254.htm DPAC TECHNOLOGIES CORP. 8-K

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, 2008

______________________

DPAC Technologies Corp.
(Exact name of registrant as specified in its charter)

______________________

California

0-14843

33-0033759

(State or other jurisdiction

of incorporation)

(Commission File Number)

 

(IRS Employer

Identification No.)

5675 Hudson Industrial Parkway

Hudson, Ohio

 

44236

 

(Address of principal executive offices)

(Zip code)


Registrant’s telephone number, including area code:
(800) 553-1170

Not applicable
(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.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

DPAC Technologies Corp. issued a press release on May 15, 2008 announcing its 2008 first quarter results. A copy of the press release is attached to this Form 8-K as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

(c)   Exhibit.   

 
Exhibit 99.1 Press release of DPAC Technologies Corp. dated May 15, 2008.


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.

DPAC TECHNOLOGIES CORP.

 

 

 

By:

        /s/ Stephen J. Vukadinovich

Stephen J. Vukadinovich

Chief Financial Officer

Date:

May 15, 2008


Exhibit Index

 

Exhibit No.

Description

Exhibit 99.1 Press release of DPAC Technologies Corp. dated May 15, 2008.

EX-99.1 2 a5686254ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

DPAC Technologies Reports Financial Results for the First Quarter of 2008

HUDSON, Ohio--(BUSINESS WIRE)--DPAC Technologies Corp. (OTCBB: DPAC), a leader in device networking and connectivity solutions, today reported results for its first quarter ended March 31, 2008.

These results include the combined operations of DPAC Technologies Corp. and QuaTech, Inc., which combined on February 28, 2006 as previously announced. As a result of the merger, QuaTech has become a wholly-owned subsidiary of DPAC. For accounting purposes, the transaction is considered a “reverse merger” under which QuaTech is considered the acquirer of DPAC. Accordingly, the purchase price was allocated among the fair values of the assets and liabilities of DPAC, while the historical results of QuaTech are reflected in the results of the combined company (the “Company”). The results of operations are those of QuaTech prior to the merger date, and consolidated QuaTech and DPAC after the merger date of February 28, 2006.

First Quarter Operating Results

Net sales of $3.0 million for the first quarter of 2008 increased 7% from net sales of $2.8 million in the first quarter of 2007, and decreased 8% from net sales of $3.3 million in the fourth quarter of 2007. Net sales related to the Company’s Device Connectivity products decreased $401,000, or 21% from the quarter ended March 31, 2007, while net sales related to the Company’s Device Networking products, including the Airborne wireless product line, increased by $591,000, or 65% over the prior year period. Income generated from operations for the current year quarter of $56,000 compared to an operating loss of $162,000 for the first quarter of 2007 and operating income of $215,000 for the for the fourth quarter of 2007. The Company reported a net loss of $340,000 as compared to a net loss of $539,000 for the prior year’s first quarter and a net profit of $84,000 for the fourth quarter of 2007. Total operating expenses incurred in the first quarter of 2008 of $1.2 million decreased by $154,000, or 11%, from the previous year period. The decrease was due primarily to decreases in sales and marketing expenses of $98,000 and R&D expenses of $45,000, as the Company was in the process of integrating operating departments during 2007 since the date of the Merger. The company recorded a non-cash charge of $129,000 in the current year period for the fair value adjustment for the liability for warrants. Additionally, the Company recorded a preferred stock dividend of $31,000, payable in common stock, related to the issuance of preferred stock during the first quarter of 2008.


Balance Sheet Summary

At March 31, 2008, the Company had a cash balance of $43,000 and a deficit in working capital of $834,000. This compares to a cash balance of $257,000 and a deficit in working capital of $3,745,000 at December 31, 2007. As previously announced, on January 31, 2008 the Company closed on new equity and debt financing. The value of this financing, which includes the sale of preferred stock, as well as senior subordinated notes and a working capital line of credit, was for approximately $6.0 million, after deducting financing fees. The company used the proceeds from this financing to repay its then existing senior debt held by National City Bank, repay its then existing subordinated debt held by HillStreet Capital, notwithstanding the warrant liability, and provide additional working capital.

Comments

Chief Executive Officer and President Steve Runkel commented, “Our Q1 results reflect continued growth of our Device Networking business. The 65% growth, as compared to Q1, 2007, reflects the continued adoption of our Airborne 802.11 wireless embedded modules by key OEM partners within the emerging Machine to Machine (M2M) market.”

Mr. Runkel continued: “The continued market traction of our Device Networking business, along with decreased operating expenses, allowed us to complete our balance sheet restructuring efforts in Q1. This important accomplishment positions us to continue to drive market share growth within the M2M market.”

About DPAC Technologies

DPAC Technologies provides embedded wireless networking products for machine-to-machine communication applications. DPAC’s Airborne™ and AirborneDirect™ wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security, medical diagnostics and logistics markets to provide remote data collection and control. DPAC Technologies is based in Hudson, OH. The Company’s web site address is www.dpactech.com. Information concerning DPAC is filed by DPAC with the SEC and is available on the SEC website, www.sec.gov.

About QuaTech

QuaTech, Inc., a wholly-owned subsidiary of DPAC, delivers high performance device networking & connectivity solutions to help companies improve their bottom line performance. Quatech enables reliable machine-to-machine (M2M) communications via secure 802.11 wireless or traditional wired networks with industrial grade (hardened) embedded radios, modules, boards and external device servers and bridges. For local and mobile connections, Quatech serial adapters provide secure connectivity and port expansion via any interface option. Satisfied customers rely on our unique combination of performance and support to improve bottom line performance through real-time remote monitoring & control, streamlined systems and lower total cost of ownership (TCO). Quatech markets its products through a global network of distributors, resellers, systems integrators and original equipment manufacturers (OEMs). Founded in 1983, Quatech is headquartered in Hudson, Ohio, and merged with DPAC Technologies, Inc. in February 2006. www.quatech.com.


Forward-Looking Statements

This press release includes forward-looking statements. You can identify these statements by their forward-looking words such as "may," "will," "expect," "anticipate," "believe," "guidance," "estimate," "intend," predict," and "continue" or similar words or any connection with any discussion of future events or circumstances or of management's current estimates or beliefs. Forward-looking statements are subject to risks and uncertainties, and therefore results may differ materially from those set forth in those statements. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company on Form S-4, 10-K, 10-Q or 10-QSB and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise.


DPAC TECHNOLOGIES CORP.
Condensed Consolidated Balance Sheet Information
(Unaudited)
(In 000's)
   
March 31, December 31,
2008 2007
CURRENT ASSETS:
Cash and cash equivalents $ 43 $ 257
Accounts receivable, net 1,755 1,646
Inventories 1,401 1,337
Prepaid expenses and other current assets 132 67
   
Total current assets 3,331 3,307
 
Property, net 346 357
Goodwill and intangible assets 7,981 7,989
Other assets   18   18
TOTAL $ 11,676 $ 11,671
 
CURRENT LIABILITIES:
Revolving credit facility $ 1,440 $ 1,982
Current portion of long-term debt 137 2,250
Accounts payable 1,560 1,866
Accrued restructuring costs - current 233 269
Liability for warrants 258 129
Other accrued liabilities   537   556
Total current liabilities 4,165 7,052
 
 
Accrued restructuring costs 17 52
Long-term debt, net of current portion 3,262 2,141
 
Net stockholders' equity 4,232 2,426
   
TOTAL $ 11,676 $ 11,671

DPAC TECHNOLOGIES CORP.
Condensed Consolidated Statement of Income
(Unaudited)
(in 000's)
 
For the quarter ended:
March 31,
2008   2007
 
NET SALES $ 3,033 $ 2,844
 
COST OF GOODS SOLD   1,781     1,656  
 
GROSS PROFIT 1,252 1,188
 
OPERATING EXPENSES
Sales and marketing 324 423
Research and development 263 308
General and administrative 486 496
Amortization of intangible assets   123     123  
Total operating expenses 1,196 1,350
 
INCOME (LOSS) FROM OPERATIONS 56 (162 )
 
OTHER EXPENSES:
Interest expense 266 376
Fair Value adjustment for warrant liability   129     -  
TOTAL OTHER EXPENSES 395 376
   
LOSS BEFORE INCOME TAXES (339 ) (538 )
 
INCOME TAX PROVISION   1     1  
 
NET LOSS (340 ) (539 )
 
PREFERRED STOCK DIVIDENDS   31     -  
 
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $ (371 ) $ (539 )
 
 
NET LOSS PER SHARE:
Net Loss - Basic and diluted $ 0.00   $ 0.00  
 
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic and diluted   92,891     92,821  

CONTACT:
DPAC Technologies
Steve Vukadinovich, 330-655-9000
Chief Financial Officer
Steve.Vukadinovich@dpactech.com
or
Steve Runkel, 330-655-9000
Chief Executive Officer
Steve.Runkel@Quatech.com

-----END PRIVACY-ENHANCED MESSAGE-----