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, 1997 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: 3,671,304 shares issued, at May 1, 1997. Transitional Small Business Disclosure Format Yes No X DENCOR ENERGY COST CONTROLS, INC. PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements (Condensed Balance Sheets) ASSETS March 31 Dec. 31 1997 1996 (unaudited) CURRENT ASSETS: Cash $ 7,500 $ 1,600 Accounts Receivable, net of allowance for doubtful accounts of $8,500 55,400 58,500 Inventories 132,200 143,600 Prepaids and Other 17,300 8,300 TOTAL CURRENT ASSETS 212,400 212,000 Furniture & Equipment 213,300 213,300 Less Accumulated Depreciation (212,300) (211,300) 1,000 2,000 Other Receivables, net of allowance for doubtful receivables of $2,300 3,300 3,400 $216,700 $217,400 LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Notes Payable - Shareholders $ 93,400 $ 93,400 Accounts Payable 42,400 33,300 Accrued Compensation and Benefits 25,300 30,600 Accrued Interest - Shareholders 56,500 53,600 Deposits 4,200 9,900 Warranty Reserve 6,300 6,300 Other 1,400 1,600 TOTAL CURRENT LIABILITIES 229,500 228,700 STOCKHOLDERS' EQUITY Common Stock, no par value, authorized 5,000,000 shares; issued & outstanding, 3,671,304 shares 1,147,600 1,147,600 Deficit (1,160,400) (1,158,900) Stockholders' Equity (12,800) (11,300) $ 216,700 $ 217,400 See notes to condensed financial statements DENCOR ENERGY COST CONTROLS, INC. STATEMENTS OF OPERATIONS (unaudited) Three Months Ended March 31 1997 1996 REVENUES: Net Sales $ 113,100 $ 103,700 Interest and Other 1,800 1,900 TOTAL REVENUES 114,900 105,600 COSTS AND EXPENSES; Cost of Products Sold 54,600 58,800 Selling 6,100 4,400 General and Administrative 33,100 30,800 Research and Development 17,900 18,900 Interest 4,700 4,400 116,400 117,300 NET LOSS $ (1,500) $ (11,700) NET LOSS PER COMMON SHARE: $ * $ * WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 3,671,304 3,671,304 *Less than ($.01) per share. See notes to condensed financial statements DENCOR ENERGY COST CONTROLS, INC. STATEMENT OF CASH FLOWS (unaudited) Three Months Ended March 31 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (1,500) $ (11,700) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 1,000 1,000 Changes in operating assets and liabilities: Accounts and other receivables 3,200 14,900 Inventories 11,400 2,600 Other assets (9,000) (6,200) Accounts payable 9,100 600 Accrued compensation and benefits (5,300) (5,000) Accrued interest - shareholders 2,900 4,400 Deposits (5,700) Other liabilities (200) (300) Total adjustments 7,400 12,000 Net cash provided by (used in) operating 5,900 300 activies CASH, beginning of year 1,600 3,800 CASH, end of quarter $ 7,500 $ 4,100 See notes to condensed financial statements DENCOR ENERGY COST CONTROLS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS A. The condensed Financial Statements included herein 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 Company, all accompanying unaudited condensed Financial Statements contain all adjustments, which consist only of recurring adjustments, necessary to present fairly the financial position as of March 31, 1997, and the results of operations and cash flows for the three months ended March 31, 1997 and 1996. The results of operations for the three-month periods ended March 31, 1997 and 1996, 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 First Quarter, 1997, the Company had no long-term debt. C. Common Stock: During the First Quarter, 1997, the Company sold no restricted stock. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NET SALES First Quarter sales of $113,100 were approximately 9% greater than the $103,700 for the comparable period in 1996. The increase is primarily a result of a increase in sales to dealers. COST AND EXPENSE Cost of Products Sold as a percentage of net sales decreased 8.4% for the first quarter of 1997 compared with the same period in the prior year. This increase in gross margin is primarily due to a increase in the percentage of sales to dealers. Dealer sales have a greater margin than utility sales. Selling expenses as a percentage of net sales for the first quarter of 1997 increased 1.2% compared to the prior year. The increase was primarily due to increased travel expense. General and Administrative expenses for the first quarter 1997 were essentially the same as for the same period in the prior year. DENCOR ENERGY COST CONTROLS, INC. Research and Development expenses as a percentage of net sales decreased slightly from the same quarter in the prior year. EARNINGS The net loss for the first quarter was $1,500 compared to a net loss of $11,700 for the same period in the prior year. The decrease in net loss was primarily due to the decrease in cost of goods sold as a percentage of sales. LIQUIDITY The Independent Auditor's Report on Dencor Energy Cost Controls, Inc. Financial Statements for the year ended December 31, 1996 included a "going concern" explanatory paragraph which means that the Auditors have 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, 1996 Financial Statements. The Company's current ratio is 0.91 at the Quarter ended March 31, 1997. Management believes the acid ratio (cash and accounts receivable divided by current liabilities) of 0.26 is within the limits of reasonable liquidity. 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, 1997, 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: Maynard L. Moe President and Principal Accounting Officer Date: May 8, 1997