DIGITAL POWER CORP
10QSB, 1999-08-12
ELECTRONIC COMPONENTS, NEC
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                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   FORM 10-QSB



[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934  for the quarterly period ended June 30, 1999

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 for the transition period from _______ to _______

COMMISSION FILE NUMBER   1-12711


                            DIGITAL POWER CORPORATION
        (Exact name of small business issuer as specified in its charter)



             California                                      94-1721931
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)


                  41920 Christy Street, Fremont, CA 94538-3158
                    (Address of principal executive offices)

                                 (510) 657-2635
                           (Issuer's telephone number)



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 ___

Number of shares of common stock outstanding as of June 30, 1999: 2,771,435



<PAGE>2

                   DIGITAL POWER CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 1999

<TABLE>
<S>                                                                             <C>
                                    ASSETS
- ------------------------------------------------------------------------------ ----------------
CURRENT ASSETS:
   Cash                                                                          $    1,090,292
   Accounts receivable - trade, net of allowance for doubtful accounts
    of $320,000                                                                       3,134,013
   Income tax refund receivable                                                         176,729
   Other receivables                                                                    151,987
   Inventory, net                                                                     4,409,544
   Prepaid expenses and deposits                                                        100,003
   Deferred income taxes                                                                385,605
                                                                               ----------------
     Total current assets                                                             9,448,173

PROPERTY AND EQUIPMENT, net                                                           1,287,852

EXCESS OF PURCHASE PRICE OVER NET ASSETS ACQUIRED
   net amortization of $249,320                                                       1,202,870

DEPOSITS                                                                                 83,218
                                                                               ----------------
TOTAL ASSETS                                                                    $    12,022,113
                                                                                ===============
                     LIABILITIES AND STOCKHOLDERS'  EQUITY
                     -------------------------------------
CURRENT LIABILITIES:

   Notes payable                                                                $     1,529,637
   Current portion of long-term debt                                                     97,930
   Current portion of capital lease obligations                                          56,754
   Accounts payable                                                                   1,561,727
   Accrued liabilities                                                                1,283,123
                                                                               -----------------
     Total current liabilities                                                        4,529,171

LONG-TERM DEBT, less current portion                                                     40,986
CAPITAL LEASE OBLIGATIONS, less current position                                        100,896
OTHER LONG-TERM LIABILITIES                                                              25,000

DEFERRED INCOME TAXES                                                                    26,000
                                                                               -----------------
Total liabilities                                                                     4,722,053
                                                                               -----------------
COMMITMENTS AND CONTINGENCIES                                                                 -

STOCKHOLDERS'  EQUITY:

   Preferred stock issuable in series, no par value,
     2,000,000 shares authorized; no
     shares issued and outstanding                                                            -
   Common Stock, no par value, 10,000,000 shares authorized;
     2,771,435 shares issued and outstanding                                          9,012,679
   Warrants                                                                              60,776
   Additional paid-in capital                                                           218,334
   Accumulated deficit                                                               (1,954,564)
   Unearned employee stock ownership plan shares                                       (138,916)
   Accumulated other comprehensive income                                               101,751
                                                                                ---------------
   Total stockholders' equity                                                         7,300,060
                                                                                ---------------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                                     $    12,022,113
                                                                                ===============

</TABLE>

See accompanying notes to these condensed consolidated financial statements.



<PAGE>3



                   DIGITAL POWER CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<S>                                               <C>            <C>               <C>                <C>

                                                        THREE MONTHS ENDED                SIX MONTHS ENDED
                                                             JUNE 30,                         JUNE 30,
                                                 --------------------------------  -------------------------------

                                                        1999             1998             1999            1998
                                                        ----             ----             ----            ----

REVENUES                                           $   4,332,948   $    4,575,030  $     7,549,411 $     9,630,361

COST OF GOODS SOLD                                     3,279,891        3,535,150        5,763,266       7,070,504
                                                  --------------  ---------------  --------------- ---------------

   Gross Margin                                        1,053,057        1,039,880        1,786,145       2,559,857
                                                  --------------  ---------------  --------------- ---------------

OPERATING EXPENSES

   Engineering and product development                   210,516          271,223          431,282         541,119

   Marketing and selling                                 317,978          369,636          597,984         714,115

   General and administrative                            363,582          388,775          715,474         694,827
                                                  -------------- ----------------  --------------- ----------------

     Total operating expenses                            892,076        1,029,634        1,744,740       1,950,061
                                                 ---------------  ---------------  --------------- ---------------

INCOME FROM OPERATIONS                                   160,981           10,246           41,405         609,796
                                                 --------------- ----------------  ---------------  --------------

OTHER INCOME (EXPENSES):

   Interest income                                         3,474              109            7,508           1,989

   Interest expense                                      (46,775)         (67,841)         (98,888)       (115,075)

   Translation loss                                       (3,679)         (11,439)          (6,260)        (14,960)
                                                 ----------------- --------------- ----------------  --------------

     Other income (expense)                              (46,980)         (79,171)         (97,640)       (128,046)
                                                 ----------------  --------------- -----------------  -------------

INCOME (LOSS) BEFORE INCOME TAXES                        114,001          (68,925)         (56,235)        481,750

PROVISION (BENEFIT) FOR INCOME TAXES                      53,500          (73,342)          38,800         182,900
                                                 ---------------  ---------------- ----------------   -------------

NET INCOME (LOSS)                                         60,501            4,417          (95,035)        298,850
                                                 ---------------  ---------------- ----------------   -------------

Other comprehensive income (loss):Foreign
    currency translation adjustment                      (85,562)         (12,573)        (169,677)         70,094
                                                 ----------------- --------------- ----------------   --------------

COMPREHENSIVE INCOME (LOSS)                       $      (25,061)  $       (8,156) $      (264,712)   $    368,944
                                                  ================ =============== ================   ==============

NET INCOME (LOSS) PER SHARE

   BASIC                                         $         0.02    $            *  $        (0.03)    $        0.11
                                                 ================= =============== ================   ==============


   DILUTED                                       $         0.02    $            *  $        (0.03)    $        0.09
                                                 ================  ==============  ================   ===============
                                                                  *Less than $0.01

</TABLE>

See accompanying notes to these condensed consolidated financial statements.


<PAGE>4



                   DIGITAL POWER CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                                                <C>                      <C>
                                                                         SIX MONTHS ENDED
                                                                             JUNE 30,
                                                                    ----------------------------

                                                                         1999              1998
                                                                         ----              ----

Cash Flows from Operating Activities:
   Net income (loss)                                                  $ (95,035)  $       298,850
   Adjustments to reconcile net income (loss) to net cash
     provided by (used in) operating activities:
      Depreciation and amortization
      Deferred income taxes                                             267,816           179,325
      Compensation recognized upon issuance of stock or stock options                     (15,234)
      Contribution to ESOP                                                                 48,032
      Foreign currency translation adjustment                            46,003            47,560
Changes in operating assets and liabilities:                              6,260            14,960
     Cash - restricted                                                                   (600,000)
     Accounts receivable                                                426,025           509,305
     Other receivables                                                  (48,945)           (9,075)
     Income Tax Refund Receivable                                       215,917
     Inventory                                                          454,976        (1,090,776)
     Prepaid expenses                                                   (44,739)          (89,422)
     Deposits                                                           (42,427)          (13,641)
     Accounts payable                                                   314,872        (1,089,267)
     Accrued liabilities                                               (341,975)          953,080
     Other long-term liabilities                                         19,957
                                                                  ---------------- ---------------
     Net adjustments                                                  1,273,740        (1,155,153)
                                                                  ---------------- ---------------
      Net cash provided by (used in) operating activities             1,178,705          (856,303)
                                                                  --------------- ---------------


Cash Flows from Investing Activities:
   Acquisition of Gresham Power Electronics                                            (2,974,411)
   Purchases of property and equipment                                 (37,234)           (46,695)
   Proceeds from sale of asset                                                              8,528
                                                                  ---------------  ---------------
     Net cash used in investing activities                             (37,234)        (3,012,578)

                                                                  ---------------  ---------------

Cash Flows from Financing Activities:
   Proceeds from exercise of stock options including related
    tax benefits                                                                         61,150
   Payments on long-term debt                                           (46,002)        (47,560)
   Payments on capital lease obligations                                (19,637)         (5,918)
   Proceeds from line of credit                                                       1,750,000
   Principal payments on notes payable                                 (677,209)
                                                                   ---------------- ---------------
     Net cash provided by (used in) financing activities               (742,848)      1,757,672
                                                                   ---------------- ---------------

Effect of Exchange Rate Changes on Cash                                (175,938)         55,134
                                                                   ---------------- ---------------

Net increase (decrease) in cash and cash equivalents                    222,685      (2,056,075)

Cash and cash equivalents, beginning of period                          867,607       2,205,282
                                                                  ---------------  -------------

Cash and cash equivalents, end of period                            $ 1,090,292    $    149,207
                                                                    =============  ==============

Supplemental Cash Flow Information:
   Cash payments for:
     Interest                                                     $     99,807     $    108,877
                                                                  ===============  =============
     Income taxes                                                 $     36,957      $   288,850
                                                                  ===============   =============

See accompanying notes to these condensed consolidated financial statements.

</TABLE>



<PAGE>5



                            DIGITAL POWER CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999

                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for  complete  financial  statements.  For  further  information,  refer  to the
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-KSB for the fiscal year ended December 31, 1998.

In the opinion of management,  the unaudited  condensed  consolidated  financial
statements contain all adjustments  consisting only of normal recurring accruals
considered  necessary to present fairly the Company's financial position at June
30, 1999,  the results of  operations  for the three month and six month periods
ended June 30, 1999 and 1998,  and cash flows for the six months  ended June 30,
1999  and  1998.  The  results  for the  period  ended  June 30,  1999,  are not
necessarily  indicative of the results to be expected for the entire fiscal year
ending December 31, 1999.


<PAGE>6



NOTE 2 - EARNINGS PER SHARE

The following represents the calculation of earnings per share:

<TABLE>
<S>                                                <C>           <C>                  <C>           <C>

                                                         FOR THE THREE MONTHS               FOR THE SIX MONTHS
                                                            ENDED JUNE 30,                    ENDED JUNE 30,
                                                  ----------------------------------  -------------------------------

                                                        1999             1998              1999            1998

   BASIC

Net Income (loss)                                 $      60,501    $       4,417   $      (95,035)     $     298,850

Less - preferred stock dividends                              -                -                -                  -
                                                   ---------------  -------------    --------------      ------------
Net income (loss) applicable to common
 shareholder                                      $      60,501    $       4,417    $     (95,035)     $     298,850

Weighted average number of common shares              2,771,435        2,704,377        2,771,435          2,701,566
                                                   ---------------  -------------    --------------      ------------

Basic earnings (loss) per share                   $        0.02    $           *    $       (0.03)     $        0.11
                                                  ================ ==============   ===============      =============

   DILUTED

Net income (loss) applicable to common
 shareholders                                     $      60,501    $       4,417    $     (95,035)     $     298,850

Preferred stock dividend                                      -                -                -                  -
                                                   ---------------  -------------    --------------      ------------
Net income (loss) available to common
    shareholders plus assumed conversion          $      60,501    $       4,417     $    (95,035)     $     298,850
                                                   ---------------  -------------    --------------      ------------

Weighted average number of common shares              2,771,435        2,704,377        2,771,435          2,701,566

Common stock equivalent shares representing
    shares issuable upon exercise of stock
    options                                              65,150          367,409           65,350            386,347

Common stock equivalent shares representing
    shares issuable upon exercise of warrants                --           65,468               --            116,228
                                                   ---------------  -------------    --------------      ------------

Weighted average number of shares used in
    calculation of diluted income (loss) per share    2,836,585        3,137,254        2,836,785          3,204,141
                                                   ---------------  -------------    --------------      ------------

Diluted earnings (loss) per share                 $        0.02     $          *     $      (0.03)      $       0.09
                                                  ================  =============    ==============     =============
                                                                  * Less than $0.01
</TABLE>


<PAGE>7



NOTE 3 - SEGMENT REPORTING

The company has identified  its segments  based upon its geographic  operations.
These  segments  are  represented  by each  of the  Company's  individual  legal
entities:  Digital Power Corporation (DPC), Poder Digital, S.A. de C.V. (PD) and
Digital Power Limited (DPL). Segment information is as follows:

For the Three Months Ended June 30, 1999
<TABLE>
<S>                           <C>            <C>             <C>              <C>              <C>


                                    DPC            PD              DPL         Eliminations        Totals
                               ------------- --------------- --------------- ----------------- --------------
Revenues                       $   2,501,309 $        9,625   $  1,822,014    $           --    $  4,332,948
                               ============= =============== ===============  ================ ==============


Intersegment Revenues          $      56,071 $      693,257  $          --    $     (749,328)   $         --
                               ============= =============== ===============  ================ ==============


Interest Income                $     31,705  $          169  $          --    $      (28,400)   $       3,474
                               ============= =============== ===============  ================ ==============


Interest Expense               $     32,985  $        2,591  $      39,599    $      (28,400)   $      46,775
                               ============= =============== ===============  ================ ==============


Income Tax Expense(Benefit)    $        --   $           --  $      53,500    $           --    $      53,500
                               ============= =============== ===============  ================ ==============


Income (loss)                 $   (24,772)   $     (14,844) $      100,117    $           --    $      60,501
                              =============  ============== ===============   ================ ==============


For the Three Months Ended June 30, 1998

                                  DPC            PD              DPL          Eliminations       Totals
                             -------------  --------------- --------------- ----------------- -------------
Revenues                      $  2,845,907 $       3,540    $   1,725,583    $            --  $   4,575,030
                             ============= ===============  ===============  ================ ==============

Intersegment Revenues        $         --   $    401,039    $          --    $      (401,039) $         --
                             ============= ===============  ===============  ================ ==============


Interest Income              $        109   $         --    $          --    $           --   $        109
                             ============= ===============  ===============  ================ ==============

Interest Expense             $     43,787   $        917    $      23,137    $           --   $     67,841
                             ============= ===============  ===============  ================ ==============


Income Tax Expense (Benefit) $   (78,400)   $         --    $       5,058    $           --   $   (73,342)
                             ============= ===============  ===============  ================ ==============

Income (loss)                $   278,441    $   (274,536)   $         512    $           --   $     4,417
                             ============= ===============  ===============  ================ ==============


</TABLE>

<PAGE>8



For the Six Months Ended June 30, 1999
<TABLE>
<S>                         <C>            <C>              <C>            <C>                <C>


                                  DPC            PD              DPL         Eliminations        Totals
                             ------------- --------------- --------------- ----------------- --------------
Revenues                     $   4,433,282  $       9,652    $  3,106,477   $            --   $  7,549,411
                             =============  ==============  ==============  ================  =============

Intersegment Revenues        $     100,910  $   1,040,449    $         --   $    (1,141,359)  $         --
                             =============  ==============  ==============  ================  =============

Interest Income              $      62,397  $       1,599    $         --   $       (56,488)  $      7,508
                             =============  ==============  ==============  ================  =============

Interest Expense             $      68,179  $       3,189    $     84,008   $       (56,488)  $     98,888
                             =============  ==============  ==============  ================  =============

Income Tax Expense (Benefit) $          --  $          --    $     38,800   $            --   $     38,800
                             =============  ==============  ==============  ================  =============

Income (loss)                $     (95,169) $     (16,224)   $     16,358   $            --   $    (95,035)
                             =============  ==============  ==============  ================  =============



For the Six Months Ended June 30, 1998


                                  DPC            PD              DPL         Eliminations        Totals
                             ------------- --------------- --------------- ----------------- --------------
Revenues                     $   6,105,715  $     19,196    $   3,505,450     $          --   $  9,630,361
                             ============= =============== =============== ================= ==============

Intersegment Revenues        $          --  $    880,296    $          --     $    (880,296)  $         --
                             ============= =============== =============== ================= ==============

Interest Income              $       1,989  $         --    $          --     $          --   $      1,989
                             ============= =============== =============== ================= ==============

Interest Expense             $      77,387  $      1,379    $      36,309     $          --   $    115,075
                             ============= =============== =============== ================= ==============

Income Tax Expense (Benefit) $     126,800  $               $      56,100     $          --   $    182,900
                             ============= =============== =============== ================= ==============

Income (loss)                $     572,409  $    (440,368) $      166,809     $          --   $    298,850
                             ============= =============== =============== ================= ==============

</TABLE>


<PAGE>9



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

With the exception of historical facts stated herein,  the matters  discussed in
this  report  are  "forward   looking"   statements   that  involve   risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from  operations of the Company.  Factors that could cause
actual  results to differ  materially  include,  in  addition  to other  factors
identified in this report, a high degree of customer  concentration,  dependence
on the computer and other  electronic  equipment  industry,  competition  in the
power supply industry, dependence on the Guadalajara, Mexico facility, and other
risks  factors  detailed in the  Company's  Securities  and Exchange  Commission
("SEC") filings  including the risk factors set forth in Company's  Registration
Statement on Form SB-2,  SEC File No.  333-14199,  and "Certain  Considerations"
section in the  Company's  Form  10-KSB for the year ended  December  31,  1998.
Readers of this  report are  cautioned  not to put undue  reliance  on  "forward
looking" statements which are, by their nature, uncertain as reliable indicators
of future  performance.  The  Company  disclaims  any  intent or  obligation  to
publicly update these "forward looking"  statements,  whether as a result of new
information, future events, or otherwise.

THREE AND SIX MONTH PERIODS ENDED JUNE 30, 1999, COMPARED TO JUNE 30, 1998

REVENUES

Revenues  decreased  by 5.3% to  $4,332,948  for the three months ended June 30,
1999,  from  $4,575,030 for the three months ended June 30, 1998.  Revenues from
the Company's United Kingdom's  operations of Digital Power Ltd.  increased 5.6%
to $1,822,014  for the second quarter ended June 30, 1999,  from  $1,725,583 for
the second quarter ended June 30, 1998. Revenues attributed to the United States
operations  decreased by 11.9% from the same quarter  during the prior year. The
decrease in revenues can be attributed  primarily  from  discontinued  purchases
from  one  large  customer  who  began  buying  a lower  priced  product  from a
competitor.  This customer  resumed  placing  orders with the Company during the
first quarter of 1999.

For the six  months  ended  June  30,  1999,  revenues  decreased  by  21.6%  to
$7,549,411  from $9,630,361 for the six months ended June 30, 1998. The decrease
in  revenues  during  the six  months  ended June 30,  1999,  can be  attributed
primarily to the reduction in purchases from the one large customer as stated in
the quarterly review  discussion  above. For the six months ended June 30, 1999,
Digital Power Ltd. contributed  $3,106,477 to the Company's revenues compared to
$3,505,450 for the six months ended June 30, 1998.

GROSS MARGINS

Gross  margins were 24.3% for the three months ended June 30, 1999,  compared to
22.7% for the three months ended June 30, 1998. The improvement in gross margins
can primarily be attributed to favorable product mix.

Gross  margins were 23.7% for the six months  ended June 30,  1999,  compared to
26.6% for the six months ended June 30, 1998.  The decrease in gross margins can
primarily be attributed to reduced shipment level of higher margin products.

SELLING, GENERAL AND ADMINISTRATIVE

Selling,  general and  administrative  expenses  were 15.7% of revenues  for the
three months  ended June 30, 1999,  compared to 16.6% for the three months ended
June 30,  1998.  Selling,  general  and  administrative  expenses  were 17.4% of
revenues for the six months  ended June 30, 1999,  compared to 14.6% for the six
months ended June 30, 1998. The continued cost constainments  implemented by the
Company  resulted in actual dollar  reductions in these  expenses of $76,851 for
the quarter and $95,484 for the six months ended June 30, 1999.



<PAGE>10



ENGINEERING AND PRODUCT DEVELOPMENT

Engineering and product development expenses were 4.9% of revenues for the three
months ended June 30,  1999,  and 5.9% for the three months ended June 30, 1998.
Engineering and product  development  expenses were 5.7% of revenues for the six
months ended June 30,  1999,  compared to 5.6% for the six months ended June 30,
1998. Actual dollar expenditures decreased $60,707 and $109,837 respectively for
the quarter and six months ended June 30, 1999.

INTEREST EXPENSE

Interest expense, net of interest income, was $43,301 for the three months ended
June 30,  1999,  compared to $67,732 for the three  months  ended June 30, 1998.
Interest expense,  net of interest income,  was $91,380 for the six months ended
June 30, 1999,  compared to $113,086 for the six months ended June 30, 1998. The
decrease in interest  expense is related  primarily  to payments  made to reduce
notes payable.

INCOME (LOSS) BEFORE INCOME TAXES

For the three  months  ended June 30,  1999,  the Company  had an income  before
income taxes of $114,001  compared to a loss before  income taxes of $68,925 for
the three months  ended June 30,  1998.  For the six months ended June 30, 1999,
the  Company  had a loss before  income  taxes of $56,235  compared to income of
$481,750 for the six months ended June 30, 1998.

INCOME TAX

The  provision  for income tax  increased  from a tax benefit of $73,342 for the
three  months  ended June 30,  1998,  to a tax  expense of $53,500 for the three
months ended June 30, 1999, and decreased from $182,900 for the six months ended
June 30, 1998, to $38,800 for the six months ended June 30, 1999.

NET INCOME

Net income for the three  months ended June 30,  1999,  was $60,501  compared to
$4,417 for the three  months  ended June 30,  1998.  Net loss for the six months
ended June 30, 1999, was $95,035, compared to net income of $298,850 for the six
months  ended June 30,  1998.  The  increase  in net income for the three  month
period was due to the reduction in operating and other  expenses  implemented to
bring costs in line with  revenue  levels,  while the decrease in net income for
the six month  period is  primarily  related to  decreased  revenues for the six
month period, primarily related to the Company's United States operations.

LIQUIDITY AND CAPITAL RESOURCES

On June 30,  1999,  the Company had cash of  $1,090,292  and working  capital of
$4,919,002.  This  compares  with  cash  of  $149,207  and  working  capital  of
$5,993,382  at June 30,  1998.  The  decrease  in working  capital was due to an
increase in other receivables and prepaid expenses and decrease of notes payable
and  accrued  liabilities,  offset by a  decrease  in  accounts  receivable  and
inventory and increase in accounts payable, resulting in an increase in cash and
cash  equivalents.  Cash  provided  by (used in)  operating  activities  for the
Company totaled $1,178,705 and ($856,303) for the six months ended June 30, 1999
and 1998.

Cash used in investing  activities was $37,234 for the six months ended June 30,
1999,  compared to $3,012,578  for the six months ended June 30, 1998.  Net cash
provided by (used in) financing  activities  was  ($742,848)  for the six months
ended June 30, 1999,  compared to  $1,757,672.  During the six months ended June
30, 1999, the Company paid down the bank line credit of $125,000.


<PAGE>11



IMPACT OF THE YEAR 2000 ISSUE

The Year 2000 Issue is the result of computer  programs  being written using two
digits rather than four to define the applicable year. Any of the Company's,  or
its  suppliers'  and  customers'  computer  programs  that  have  date-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  system  failures  or   miscalculations   causing
disruptions of operations  including,  among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

The Company  upgraded  its  software at a cost of less than $10,000 and has been
informed  by its  suppliers  that  such  software  is Year 2000  compliant.  The
software from these suppliers is used in major areas of the Company's operations
such as for financial,  sales,  warehousing  and  administrative  purposes.  The
Company has no internally  generated software.  The Company believes that all of
its hardware is Year 2000  compliant.  In  connection  with the  acquisition  of
Gresham Power, the Company has acquired new hardware and software to address the
Year 2000 Issue at a cost of  approximately  $150,000 to make Gresham Power Year
2000  compliant.  Gresham  Power  has  completed  the  installation  of this new
hardware and software. After reasonable  investigation,  the Company has not yet
identified  any other Year 2000 problem but will  continue to monitor the issue.
However,  there can be no  assurances  that the Year 2000 problem will not occur
with respect to the Company's computer systems.

The Company has initiated formal  communications with significant  suppliers and
large customers to determine the extent to which those third parties' failure to
remedy  their own Year 2000 Issues would  materially  effect the Company and its
subsidiaries.  In the  event  that the  Company  receives  indications  from its
suppliers and large  customers  that the Year 2000 Issue may  materially  effect
their ability to conduct business,  the Company will seek contingency plans such
as finding other vendors that are Year 2000  compliant or increase its inventory
of supplies or parts in an attempt to ensure smooth operations until such vendor
can remedy the problem.  The Company has not received  any  indication  from its
suppliers and large  customers  that the Year 2000 Issue may  materially  effect
their ability to conduct business.


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDS

None.

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

None.



<PAGE>12


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

27.1  Financial Data Schedule




                                          SIGNATURES

In accordance with 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.

                            DIGITAL POWER CORPORATION
                                                             (Registrant)


Date:  August 12, 1999                         /s/ ROBERT O. SMITH
                                                   ----------------------------
                                                   Robert O. Smith
                                                   Chief Executive Officer
                                                   (Principal Executive Officer)



Date:  August 12, 1999                        /s/  PHILIP G. SWANY
                                                   ----------------------------
                                                   Philip G. Swany
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 10-QSB
FOR THE PERIOD ENDED JUNE 30, 1999, FOR DIGITAL POWER CORPORATIN, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>


<S>                                            <C>
<PERIOD-TYPE>                                  6-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   JUN-30-1999
<CASH>                                         1,090,292
<SECURITIES>                                           0
<RECEIVABLES>                                  3,454,013
<ALLOWANCES>                                    (320,000)
<INVENTORY>                                    4,490,544
<CURRENT-ASSETS>                               9,448,173
<PP&E>                                         2,655,571
<DEPRECIATION>                                (1,367,719)
<TOTAL-ASSETS>                                12,022,113
<CURRENT-LIABILITIES>                          4,529,171
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                       9,012,679
<OTHER-SE>                                    (1,712,619)
<TOTAL-LIABILITY-AND-EQUITY>                  12,022,113
<SALES>                                        7,549,411
<TOTAL-REVENUES>                               7,549,411
<CGS>                                          5,763,266
<TOTAL-COSTS>                                  5,763,266
<OTHER-EXPENSES>                               1,744,740
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                98,888
<INCOME-PRETAX>                                  (56,235)
<INCOME-TAX>                                      38,800
<INCOME-CONTINUING>                              (95,035)
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                     (95,035)
<EPS-BASIC>                                      (0.03)
<EPS-DILUTED>                                      (0.03)



</TABLE>


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