UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 10549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 11 OR 15 (d) of
EXCHANGE ACT OF 1934
FOR THE QUARTER PERIOD ENDING MARCH 31, 2000
DIAPULSE CORPORATION OF AMERICA
(Exact Name of registrant as specified on its charter)
Delaware 1305671991
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(State or other jurisdiction of) (I.R.S. Employer
incorporation of organization Identification Number)
321 East Shore Road
Great Neck, New York 11023
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Registrant's telephone number,
including area code 516-466-3030
-----------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 12 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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As of March 31, 2000 there were 3,960,730 shares of common stock outstanding.
Transitional Small Business Disclosure Format:
Yes [ ] No [ X ]
<PAGE>
DIAPULSE CORPORATION OF AMERICA
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS (UNAUDITED)
March 31, 2000 3-4
STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months ended March 31, 2000 5
STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months ended March 31, 2000 6
NOTES TO UNAUDITED FINANCIAL STATEMENTS 7-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS 9
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 10
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER INFORMATION 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES
SIGNATURE PAGE 12
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<PAGE>
DIAPULSE CORPORATION OF AMERICA
BALANCE SHEETS
<TABLE>
Mar. 31, 2000 Dec. 31, 1999
Unaudited Audited
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Assets
--------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 265,975 $ 258,383
Current portion of accounts receivable, net of
allowance for doubtful accounts of $1,550,514 at
March 31, 2000 and $1,712,000 at December 31, 1999 241,486 83,682
Inventories, current portion 192,856 195,549
Commission advances, less allowance for doubtful accounts
of $11,306 at December 31, 1999 -- 34,367
Other current assets 8,407 5,561
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Total current assets 708,724 577,542
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Property and equipment, net 14,498 15,413
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Other assets:
Accounts receivable, net of current portion 4,166 4,166
Inventory, net of current portion 147,519 147,519
Commission advances to related parties 266,057 259,904
Security deposits 21,298 24,168
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Total other assets 439,040 435,757
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Total Assets $1,162,262 $1,028,712
========== ==========
</TABLE>
See Notes to Financial Statements
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<PAGE>
DIAPULSE CORPORATION OF AMERICA
BALANCE SHEETS
Liabilities and Stockholder's Equity (Deficiency)
<TABLE>
Mar. 31, 2000 Dec. 31, 1999
Unaudited Audited
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<S> <C> <C>
Current Liabilities:
Current portion of amounts due to officer and
former officer $ 245,447 $ 241,959
Accounts payable and accrued liabilities including
$191,539 and $203,862 to related parties in
2000 and 1999 197,113 234,459
Accrued Commissions 9,557 --
Accrued income tax audit and related interest 15,000 15,000
--------- ---------
Total current liabilities 467,117 491,418
Long-term portion of amounts due to officer 1,915,699 1,917,616
--------- ---------
Total Liabilities 2,382,816 2,409,034
--------- ---------
Stockholders' equity:
Common stock - $.025 par value:
authorized 15,000,000 shares, issued 3,962,058
shares in 2000 and 1999 99,051 99,051
Additional paid-in capital 2,293,272 2,293,272
Accumulated deficit (3,610,549) (3,770,317)
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Less treasury stock 1,328 shares in 2000 and 1999 at cost (2,328) (2,328)
--------- ---------
Total stockholders' equity (Deficiency) (1,220,554) (1,380,322)
--------- ---------
Total liabilities and stockholders' equity (Deficiency) $1,162,262 $1,028,712
========== ==========
</TABLE>
See Notes to Financial Statements
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<PAGE>
DIAPULSE CORPORTION OF AMERICA
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
THREE MONTHS ENDED
MARCH 31
2000 1999
---- ----
<S> <C> <C>
Cash Flows From Operating Activities:
Net income $ 159,769 $ (57,880)
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Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 915 4,800
Changes in operating assets and liabilities:
(Increase) in accounts receivable (157,804) (156,854)
(Increase) in commission advances 28,213 (31,332)
Decrease in inventories 2,693 2,700
(Increase) in other assets 24 (7,855)
Increase in accounts payable and
accrued liabilities (27,789) 245,305
(Decrease) in income taxes payable --- (6,665)
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Total adjustments (153,748) 50,099
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Net cash (used in) operating
Activities 6,021 (7,781)
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Net cash used in investing activities, capital
expenditures 0 (2,644)
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Cash flow from financing activities:
Net increase in due to officer and
former officer 3,488 119,777
(Decrease) long term portion of amounts
due to officer (1,917) (297,306)
Net increase in Bank line of credit --- 50,000
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Net cash provided (used) by
Financing activities 1,571 (127,529)
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Net (decrease) in cash
and cash equivalents 7,592 (137,954)
Cash and cash equivalents -
Beginning of Period 258,383 319,868
--------- ---------
Cash and cash equivalents -
End of Period $265,975 $181,914
========== ==========
</TABLE>
See Notes to Financial Statements
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<PAGE>
DIAPULSE CORPORATION OF AMERICA
STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
THREE MONTHS ENDED
MARCH 31
2000 1999
---- ----
<S> <C> <C>
Net Sales and rentals $477,223 $ 309,671
Cost of sales and rentals 4,246 (3,933)
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Gross Margin 472,977 313,604
Operating Expenses:
Selling, general and administrative 269,295 327,512
Interest expense 45,965 46,168
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Total Operating Expenses 315,260 373,680
Net Operating Income 157,717 (60,076)
Interest and other income 2,052 2,196
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Income before Provision for Income Taxes 159,769 (57,880)
Provision for Income Taxes --- ---
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Net Income $ 159,769 $ (57,880)
========== ==========
Basic Earnings Per Share $ 0.04 $ (0.01)
========== ==========
Diluted Earnings Per Share $ 0.04 $ (0.01)
========== ==========
Weighted Average Number of Common
Shares Outstanding 3,960,730 3,960,730
========== =========
</TABLE>
See Notes to Financial Statements
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<PAGE>
DIAPULSE CORPORATION OF AMERICA
NOTES TO FINANCIAL STATEMENTS
1. Basis of presentation
The balance sheets of Diapulse Corporation of America as of March 31,
2000, and the related statements of income and cash flows for the three months
ended March 31. 2000 and 1999 have been prepared by the Company without audit.
In the opinion of management, all adjustments (which included only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and changes in cash flows for the three months ended March
31, 2000 and 1999 and for all periods presented have been made. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted. It is suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in the Company's
December 31, 1999 annual report to shareholders. There have been no changes of
significant accounting policies since December 31, 1999. Results of operations
for the three month period ended are not necessarily indicative of the results
that may be expected for the year ending December 31, 2000.
2. Principles of Consolidation
The consolidated financial statements as of and for the three (3)
months ended March 31, 2000 include the accounts of the Company and its wholly
owned subsidiary DCA Healthcare. All significant intercompany accounts and
transactions have been eliminated in consolidation.
3. Income Taxes
The Company accounts for income taxes under the asset and liability
method.
4. Inventories
Inventories as of March 31, 2000 and December 31, 1999 consisted of the
following:
March 31 December. 31
2000 1999
--------- -------------
Parts, components and subassemblies $ 95,650 $ 94,097
Finished goods 338,003 342,249
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Total Inventories 433,653 436,346
Allowance for inventory obsolescence (93,278) (93,278)
--------- ---------
Net Inventory $340,375 $343,068
========= =========
-7-
<PAGE>
5. Basic and diluted Loss per Common Share
Effective December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings Per Share," which required the
presentation of basic earnings per share and diluted earnings per share for all
periods presented. Basic earnings per share is based on the weighted average
number of outstanding common shares for the period. Diluted earnings per share
adjusts the weighted average for the potential dilution that could occur if
stock options, warrants, or other convertible securities were exercised or
converted into common stock. Diluted earnings per share equals basic earnings
per share for all periods presented because the effect of such items was
anti-dilutive.
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<PAGE>
DIAPULSE CORPORATION OF AMERICA AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net sales for the current three months increased by $167,552 to
$477,223 from last year's comparable three month period of $309,671. This was
due primarily to collections of prior years medicare billings previously written
off.
Operating expenses for the current three months decreased to $315,260
from last year's comparable three month period of $373,680. This was due
primarily to a reduction of personnel in California.
Liquidity and Capital Resources
As of March 31, 2000, the Company had working capital of $241,607 and a
current ratio of 1.52 to 1. This represents an increase in working capital since
December 31, 1999 of $155,483.
The Company intends to fund its future operations, pursue research and
development of current and future products and expand operations through product
rental and sales.
Impact of Inflation
Although the Company has not attempted to calculate the effect of
inflation, management does not believe inflation has had a material effect on
its results of operations. Material increases in costs and expenses in the
future could have a significant impact on the Company's operating results to the
extent that the effect of such increases cannot be transferred to its customers.
Forward-Looking Information
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements made by the Company in its
disclosures to the public. There is certain information contained herein in the
Company's press releases and in oral statements made by authorized officers of
the Company which are forward-looking statements, as defined by such Act. When
used herein, in the Company's press releases and in such oral statements, the
words "estimate", "project", "anticipate", "expect", "intend", "believe",
"plans", and similar expressions are intended to identify forward-looking
statements. Because such forward-looking statements involve risks and
uncertainties, there are important factors that could cause actual results to
differ materially from those expressed or implied by such forward-looking
statements
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<PAGE>
DIAPULSE CORPORATION OF AMERICA
--------------------------------
PART II - OTHER INFORMATION
For the Three Months Ended March 31. 2000 and 1999
Item 1. Legal Proceedings
The Company was involved as plaintiff in litigation filed in August 1994,
alleging deceptive acts and practices, false advertising, unfair competition,
breach of fiduciary duty under New York law and under Federal Law. The complaint
demands damages in an unspecified amount for compensatory, punitive and treble
damages, profits and attorney's fees. The defendants answered in April 1997 and
asserted counterclaims against the Company for alleged Federal Law violations,
interference with contract, deceptive acts and unfair trade practices and trade
disparagement. The counterclaims demand unspecified damages.
In early 2000, the parties agreed to a settlement of the matter and a settlement
agreement is in the process of being concluded and signed. The agreement
provides for the payment of $50,000 to the Company. The agreement also provides
for the defendants to refrain from engaging in certain marketing practices in
the future and the dismissal with prejudice, of all claims against the Company.
A former employee sued the Company in 1997 for certain unpaid deferred salary.
The Company counterclaimed for breaches of contract and fiduciary duty relating
to unauthorized purchases made by the plaintiff when he was an employee of the
Company. The employee obtained summary judgement on his claim for deferred
salary. The judgment amount was $120,475, including interest. The Company's
counterclains were severed and referred to the trial court for resolution.
Thereafter, a settlement was reached in the sum of $95,000. The Company is to
pay the former employee seven (7) installments of $13,571 every six months
beginning in March 2000. The first payment has since been made.
A former employee of the Company, who was terminated in May 1999, filed five
small claim actions against the Company and other employees and an
officer-shareholder of the Company. Each action seeks $3,000 in damages. The
former employee's son also filed one small claim action for approximately $2,000
against the Company and an employee and an officer-shareholder of the Company.
Most of the cases allege various employment contract and/or labor violations,
some allege liability for property allegedly held or used by the Company. All
actions were instituted after the employee was terminated from employment. It is
the opinion of counsel that the actions filed by the former employee and his son
are either meritless or frivolous.
The Company also sued a former employee alleging that this former employee,
without authorization, took trade secrets and other confidential information and
documents relating to the Company. The lawsuit seeks to recover possession of
the items allegedly taken by the former employee and to enjoin the former
employee from distributing, sharing or selling the trade secrets and other
confidential information. The former employee counterclaimed for malicious
prosecution and seeks damages in the sum of $1,000,000.
-10-
<PAGE>
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits Filed: None
(b) Reports on Form 8-K: None.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 11 or 15 (d) 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.
DIAPULSE CORPORATION OF AMERICA
-------------------------------
Registrant
By /s/ Jesse Ross, President
-----------------------------------
Jesse Ross, President
Date: , 2000
- 12 -
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-2000
<PERIOD-START> Jan-01-2000
<PERIOD-END> Mar-31-2000
<CASH> 265,975
<SECURITIES> 0
<RECEIVABLES> 1,796,166
<ALLOWANCES> (1,550,514)
<INVENTORY> 340,375
<CURRENT-ASSETS> 708,724
<PP&E> 197,175
<DEPRECIATION> (182,677)
<TOTAL-ASSETS> 1,162,262
<CURRENT-LIABILITIES> 467,117
<BONDS> 0
0
0
<COMMON> 99,051
<OTHER-SE> (2,328)
<TOTAL-LIABILITY-AND-EQUITY> 1,162,262
<SALES> 477,223
<TOTAL-REVENUES> 447,223
<CGS> 4,246
<TOTAL-COSTS> 269,295
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,965
<INCOME-PRETAX> 159,769
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 159,769
<EPS-BASIC> 0.04
<EPS-DILUTED> 0.04
</TABLE>
