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 March 31,
2005
COMMISSION FILE NUMBER 1-12711
DIGITAL POWER CORPORATION
(Exact name of small business issuer as specified in its charter)
California 94-1721931
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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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 May 6, 2005: 6,161,859
DIGITAL POWER CORPORATION
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2005
IN U.S. DOLLARS
UNAUDITED
INDEX
Page
-------------
Review Report of Unaudited Interim Consolidated Financial Statements 3
Consolidated Balance Sheet 4 - 5
Consolidated Statements of Operations 6
Statements of Changes in Shareholders' Equity 7
Consolidated Statements of Cash Flows 8
Notes to Consolidated Financial Statements 9 - 13
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[ERNST & YOUNG LOGO OMITTED]
We have reviewed the accompanying consolidated balance sheet of Digital Power Corporation ("the Company") and its subsidiary as of March 31, 2005, and the related consolidated statements of operations, and cash flows for the three-month periods ended March 31, 2005 and 2004 and changes in shareholders' equity for the three-month period ended March 31, 2005 in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the Company's management.
A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with auditing standards generally accepted in the United States, 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 consolidated interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.
/s/ Kost Forer Gabbay & Kasierer
--------------------------------
Tel-Aviv, Israel KOST FORER GABBAY & KASIERER
May 13, 2005 A Member of Ernst & Young Global
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March 31,
2005
----------------
Unaudited
----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,011
Restricted cash 188
Trade receivables, net of allowance for doubtful accounts of $111 at March 31, 2005 1,482
Prepaid expenses and other current assets 84
Inventories 1,832
----------------
Total current assets 4,597
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----------------
LEASE DEPOSITS 18
----------------
PROPERTY AND EQUIPMENT, NET 226
----------------
Total assets $ 4,841
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================
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The accompanying notes are an integral part of the consolidated financial statements.
March 31,
2005
----------------
Unaudited
----------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 944
Related party - trade payables account 582
Other current liabilities 570
Convertible loan (note 4) 250
----------------
Total current liabilities 2,346
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----------------
SHAREHOLDERS' EQUITY:
Series A redeemable, convertible preferred shares no par value: 500,000 shares authorized, 0 shares
issued and outstanding at March 31, 2005 -
Preferred shares, no par value: 1,500,000 shares authorized, 0 shares issued and outstanding at
March 31, 2005 -
Common shares, no par value: 10,000,000 shares authorized; 6,161,859 shares issued and outstanding
at March 31, 2005 11,036
Additional paid-in capital 2,227
Deferred stock compensation (11)
Accumulated deficit (10,803)
Accumulated other comprehensive income 46
----------------
Total shareholders' equity 2,495
-----
----------------
Total liabilities and shareholders' equity $ 4,841
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================
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The accompanying notes are an integral part of the consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA
----------------------------------------------------------
Three months ended
March 31,
------------------------------------------
------------------ --------------------
2005 2004
------------------ --------------------
Unaudited
------------------------------------------
Revenues $ 1,935 $ 1,829
Cost of revenues 1,326 1,393
------------------ ------------------
Gross profit 609 436
------------------ ------------------
Operating expenses:
Engineering and product development 125 137
Selling and marketing 355 303
General and administrative 301 280
------------------ ------------------
Total operating expenses 781 720
-----
------------------ ------------------
Operating loss (172) (284)
Financial income (expenses), net (11) 32
------------------ ------------------
Net loss $ (183) $ (252)
================== ==================
Basic and diluted loss per share $ (0.03) $ (0.04)
================== ==================
Weighted average number of shares used in computing basic and diluted loss
per share 6,161,859 5,663,281
================== ==================
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The accompanying notes are an integral part of the consolidated financial statements.
DIGITAL POWER CORPORATION
-------------------------
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
-------------------------------------------------------------------------------------------------------------------
U.S. DOLLARS IN THOUSANDS, EXCEPT SHARE DATA
--------------------------------------------
Accumulated
Additional Deferred other Total Total
Common shares paid-in stock Accumulated comprehensive comprehensive share-
--------------------- holders'
Number Amount capital compensation deficit income loss equity
--------- --------- --------- ------------ ----------- ------------- ------------- -----------
Balance as of January 1, 2005 6,161,859 $ 11,036 $ 2,227 $ (13) $ (10,620) $ 75 $ 2,705
Amortization of deferred stock
compensation related to options
granted to an employee - - - 2 - - 2
Comprehensive loss:
Net loss - - - - (183) $ (183) (183)
Foreign currency translation
adjustments - - - - - (29) (29) (29)
---------- ---------- ---------- -------------- ----------- ------------ ---------------- -------
Total comprehensive loss $ (212)
================
Balance as of March 31, 2005 6,161,859 $ 11,036 $ 2,227 $ (11) $ (10,803) $ 46 $ 2,495
(Unaudited) ========== ========== ========== ============== =========== =========== ========
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The accompanying notes are an integral part of the consolidated financial statements.
DIGITAL POWER CORPORATION
-------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
----------------------------------------------------------------------------------------------------------------------------
U.S. dollars in thousands
Three months ended
March 31,
---------------------------------------
2005 2004
------------------ -----------------
Unaudited
---------------------------------------
Cash flows from operating activities:
-------------------------------------
Net loss $ (183) $ (252)
Adjustments required to reconcile net loss to net cash used in operating
activities:
Depreciation 22 25
Compensation related to options granted to an employee 2 6
Decrease in trade receivables 193 121
Decrease (increase) in prepaid expenses and other current assets 84 (105)
Decrease (increase) in inventories (367) 28
Decrease in accounts payable and related parties (216) (190)
Increase (decrease) in other current liabilities (128) 233
------------------ ------------------
Net cash used in operating activities (593) (134)
------------------ ------------------
Cash flows from investing activities:
-------------------------------------
Purchase of property and equipment (4) (4)
------------------ ------------------
Net cash used in investing activities (4) (4)
------------------ ------------------
Cash flows from financing activities:
-------------------------------------
Restricted cash (7) -
Proceeds from a convertible loan 250 -
Proceeds from issuance of Common shares, net - 246
------------------ ------------------
Net cash provided by financing activities 243 246
------------------ ------------------
Effect of exchange rate changes on cash and cash equivalents (8) 6
------------------ ------------------
Increase (decrease) in cash and cash equivalents (362) 114
Cash and cash equivalents at the beginning of the period 1,373 1,050
------------------ ------------------
Cash and cash equivalents at the end of the period $ 1,011 $ 1,164
================== ==================
The accompanying notes are an integral part of the consolidated financial
statements.
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U.S. dollars in thousands
NOTE 1:- GENERAL
Digital Power Corporation ("the Company" or "DPC") was incorporated in 1969, under the General Corporation Law of the state of California. The Company has a wholly-owned subsidiary, Digital Power Limited ("DPL"), located in the United Kingdom. The Company and its subsidiary are currently engaged in the design, manufacture and sale of switching power supplies and converters. The Company has two reportable geographic segments - North America (sales through DPC) and Europe (sales through DPL).
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES
a. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2004, are applied consistently in these financial statements. In addition the following accounting policy is applied:
The accompanying unaudited consolidated financial statements as of March 31, 2005 and for the three months ended March 31, 2005 and 2004 are unaudiated and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto, together with management's discussion and analysis of the financial condition and results of operations, contained in the Company Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004. The results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2005.
b. Accounting for stock-based compensation:
The Company and its subsidiary have elected to follow Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees" ("APB No. 25") in accounting for its employee stock option plans. Under APB No. 25, when the exercise price of the Company's share options is less than the market price of the underlying shares on the date of grant, compensation expense is recognized.
The Company and its subsidiary apply SFAS No. 123, and Emerging Issues Task Force No. 96-18 "Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or
U.S. dollars in thousands
NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
Services" ("EITF 96-18"), with respect to options issued to non-employees SFAS No. 123 requires use of an option valuation model to measure the fair value of the options at the grant date.
Under Statement of Financial Accounting Standard No. 123
"Accounting for Stock Based compensation ("SFAS No. 123")
SFAS No. 123, proforma information regarding net earnings
(loss) and net earnings (loss) per share is required and
has been determined as if the Company had accounted for its
employee options under the fair value method of that
statement. The fair value for these options was estimated
at the date of grant using a Black-Scholes Option Valuation
Model, with the following weighted-average assumptions for
March 31, 2005 and 2004, expected volatility of 103% and
113%, respectively, risk-free interest rates of 4% and
4.7%, respectively, dividend yield of 0% for each period,
and a weighted-average expected life of the option of 7
years and 4 years for March 31, 2005 and 2004,
respectively. Stock compensation, for pro-forma purposes,
is amortized over the vesting period.
The following table illustrates the effect on net loss and loss per share as if the fair value method had been applied to all outstanding and unvested awards in each period:
Three months ended
March 31,
--------------------------------
2005 2004
-------------- --------------
Unaudited
--------------------------------
Net loss available to Common shares - as reported $ (183) $ (252)
Deduct - stock-based employee compensation - intrinsic value 2 6
Add - stock-based employee compensation -fair value (32) (81)
-------------- --------------
Pro forma net loss $ (213) $ (327)
============== ==============
Loss per share:
Basic and diluted net loss, as reported $ (0.03) $ (0.04)
============== ==============
Pro forma basic and diluted net loss $ (0.03) $ (0.06)
============== ==============
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U.S. dollars in thousands
NOTE 3:- INVENTORIES
March 31,
2005
----------------
Raw materials, parts and supplies $ 783
Work in progress 491
Finished products 558
----------------
$ 1,832
================
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NOTE 4:- CONVERTIBLE LOAN
In January 2005, the Company entered into a convertible loan agreement with Telkoor, according to which Telkoor loaned a $250 interest free convertible note to be paid on the tenth business day after the Company announced its financial results for 2005. The note may be converted into Common stock at a rate of $1.06 per share. Automatic conversion shall occur if the Company meets its set budget for 2005.
NOTE 5:- PENDING LITIGATION
On April 2, 2003, a claim was filed against the Company by Tek-Tron Enterprises Inc. ("Tek-Tron"). In April 2004, the Company signed a settlement agreement with Tek-Tron according to which the Company paid $ 90 and returned certain disputed inventory for a full release. The settlement agreement allowed Tek-Tron to seek arbitration limited to the sum of $ 50 in case the parties do not agree on a resolution regarding the returned inventory. Tek-Tron initiated arbitration against the Company for $ 50 plus attorney fees. The arbitration hearing was held on May 2, 2005, and Tek-Tron was awarded $ 5 in damages and no attorney fees.
NOTE 6:- SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHICAL INFORMATION
The Company has two reportable geographic segments, see Note 1 for a brief description of the Company's business. The data is presented in accordance with Statement of Financial Accounting Standard No.131, "Disclosure About Segments of an Enterprise and Related Information" ("SFAS No. 131").
U.S. dollars in thousands
NOTE 6:- SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHICAL INFORMATION
The following data presents the revenues, expenditures and other operating data of the Company's geographic operating segments:
Three months ended March 31, 2005 (Unaudited)
------------------------------------------------------------------------
---------------- -- --------------- -- --------------- - ---------------
DPC DPL Eliminations Total
---------------- --------------- --------------- ---------------
Revenues $ 970 $ 965 $ - $ 1,935
Intersegment revenues 74 - (74) -
---------------- --------------- --------------- ---------------
Total revenues $ 1,044 $ 965 $ (74) $ 1,935
================ =============== =============== ===============
Depreciation expense $ 5 $ 17 $ - $ 22
================ =============== =============== ===============
Operating loss $ (24) $ (148) $ - $ (172)
================ =============== =============== ===============
Financial expenses, net $ (11)
===============
Net loss $ (21) $ (162) $ - $ (183)
================ =============== =============== ===============
Expenditures for segment assets as
of March 31, 2005 $ (4) $ - $ - $ (4)
================ =============== =============== ===============
Identifiable assets as of
March 31, 2005 $ 1,873 $ 2,968 $ - $ 4,841
================ =============== =============== ===============
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U.S. dollars in thousands
NOTE 6:- SEGMENTS, MAJOR CUSTOMERS AND GEOGRAPHICAL INFORMATION (Cont.)
Three months ended March 31, 2004 (Unaudited)
------------------------------------------------------------------------
DPC DPL Eliminations Total
---------------- --------------- --------------- ---------------
Revenues $ 784 $ 1,045 $ - $ 1,829
Intersegment revenues 138 - (138) -
---------------- --------------- --------------- ---------------
Total revenues $ 922 $ 1,045 $ (138) $ 1,829
================ =============== =============== ===============
Depreciation expense $ 7 $ 18 $ - $ 25
================ =============== =============== ===============
Operating loss $ (233) $ (51) $ - $ (284)
================ =============== =============== ===============
Financial income, net $ 32
===============
Net loss $ (237) $ (15) $ - $ (252)
================ =============== =============== ===============
Expenditures for segment assets as
of March 31, 2004 $ - $ 4 $ - $ 4
================ =============== =============== ===============
Identifiable assets as of
March 31, 2004 $ 2,242 $ 2,972 $ - $ 5,214
================ =============== =============== ===============
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NOTE 7:- SUBSEQUENT EVENTS
On May 3, 2005, the Company received a written notice from the American Stock Exchange ("the AMEX"), advising that the Company was not in compliance with the Amex's listing requirements. In order to maintain its AMEX listing, the Company must submit a recovery plan, advising of the actions it takes to bring the Company into compliance with the continued listing standards within a maximum of 18 months. If the plan is accepted, the Company will be able to continue its listing during the plan period, subject to AMEX's periodic reviews. If the Company is not in compliance with the listing standards at the end of such 18 months period or fails the periodic reviews, the AMEX will initiate delisting proceedings. The Company is planning to submit a plan in accordance with the AMEX requirements.
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, dependence on the electronic equipment industry, competition in the power supply industry, dependence on manufacturers in Mexico, China and other risks factors detailed in the Company's Form 10-KSB for the year ended December 31, 2004. 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.
GENERAL
We are engaged in the business of designing, developing, manufacturing, marketing and selling switching power supplies to the industrial, telecommunication, data communication, medical and military industries. Revenues are generated from sales to distributors, OEMs in North America, Europe and the United Kingdom.
We have continued our efforts to increase sales to existing and new customers, and continue our strategy to manufacture our products in the Far East. Until revenues increase to a sufficient amount to offset our expenses, we anticipate that we will continue to experience net losses for the near future. We believe that our cash will be sufficient to fund those losses for the near future.
On January 2005, the Company entered into a convertible note agreement with Telkoor, according to which Telkoor loaned a $250,000 interest free convertible note to be paid on the tenth business day after the Company announced its financial results for 2005. The note may be converted into Common stock at a rate of $1.06 per share. Automatic conversion shall occur if the Company meets its set budget for 2005.
THREE MONTHS ENDED MARCH 31, 2005, COMPARED TO MARCH 31, 2004
REVENUES
Total revenues increased by 5.8% to $1,935,000 for the first quarter ended March
31, 2005, from $1,829,000 for the first quarter ended March 31, 2004. The
increase in revenue is mainly due to our newer products developed through
Telkoor being received well in the market place.
Revenues from the domestic operation of DPC increased by 23.7% to $970,000 for the first quarter ended March 31, 2005, from $784,000 for the first quarter ended March 31, 2004. Revenues from the Company's European operations of DPL decreased 7.7% to $965,000 for the first quarter ended March 31, 2005, from $1,045,000 for the first quarter ended March 31, 2004.
GROSS MARGINS
Gross margins were 31.5% for the three months ended March 31, 2005, compared to
23.8% for the three months ended March 31, 2004. The increase in gross margins
can be partially attributed to the increase use of contract manufacturers in the
Far East, and the use of previously written off inventory at the subcontract
manufacturer located in Mexico.
ENGINEERING AND PRODUCT DEVELOPMENT
Engineering and product development expenses were 6.5% of revenues for the three
months ended March 31, 2005, and 7.5 % for the three months ended March 31,
2004. Actual dollar expenditures decreased by $12,000.
SELLING AND MARKETING
Selling and marketing expenses were 18.3% of revenues for the three months ended
March 31, 2005, compared to 16.6% for the three months ended March 31, 2004. The
increase in selling and marketing was primarily due to new hires, and travel
expenses as part of our efforts to increase sales.
GENERAL AND ADMINISTRATIVE
General and administrative expenses were 15.6% of revenues for the three months
ended March 31, 2005 compared to 15.3% for the three months ended March 31,
2004.
FINANCIAL INCOME (EXPENSES)
Net financial expenses was $11,000 for the three months ended March 31, 2005,
compared to net financial income of $32,000 for the three months ended March 31,
2004. The financial expense resulted mainly from exchange rate fluctuation.
NET LOSS
Net loss for the three months ended March 31, 2005, was $183,000 compared to net
loss of $252,000 for the three months ended March 31, 2004. The net loss
decrease is mainly due to the increase in revenues and gross margin.
LIQUIDITY AND CAPITAL RESOURCES
On March 31, 2005, the Company had cash, cash equivalent and a short-term bank
deposit of $1,011,000 and working capital of $2,251,000. This compares with cash
and cash equivalent of $1,164,000 and working capital of $2,727,000 at March 31,
2004. The decrease in working capital is mainly due to decrease in cash and
increase in accounts payable and related party payable, offset partially by
decrease in other current liabilities.
Cash used in operating activities for the Company totaled $593,000 for the three months ended March 31, 2005, compared to cash used of $134,000 for the three months ended March 31, 2004. The increase of cash used in operating activities is mainly due to the loss from operating activities, increase in inventory, and decrease in accounts payable. Cash used in investing activities was $4,000 for the three months ended March 31, 2005 and for the three months ended March 31, 2004. Net cash provided by financing activities was $243,000 for the three months ended March 31, 2005, compared to the net cash provided of $246,000 for the three months ended March 31, 2004.
The Company has available a line of credit with Silicon Valley Bank ("SVB"). The Company can borrow up to $1,200,000 against eligible accounts receivable and other financial covenants. The rate for this line of credit would be at Silicon Valley Bank's prime rate plus 1.75%. In order to utilize the line of credit, the Company is required to maintain certain ratios and be in compliance with other covenants. As of March 31, 2005, the Company has not utilized its line of credit.
AMEX LISTING
On May 3, 2005, the Company received a written notice from the American Stock
Exchange ("the AMEX"), advising that the Company was not in compliance with the
Amex's listing requirements. In order to maintain its AMEX listing, the Company
must submit a recovery plan, advising of the actions it takes to bring the
Company into compliance with the continued listing standards within a maximum of
18 months. If the plan is accepted, the Company will be able to continue its
listing during the plan period, subject to AMEX's periodic reviews. If the
Company is not in compliance with the listing standards at the end of such 18
months period or fails the periodic reviews, the AMEX will initiate delisting
proceedings. The Company is planning to submit a plan in accordance with the
AMEX requirements.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 2, 2003, a claim was filed against the Company by Tek-Tron Enterprises Inc. ("Tek-Tron") in state court of Pennsylvania, specifically, the court of Common Pleas of Bucks County, at Case No. 0302116241. In April 2004, the Company signed a settlement agreement with Tek-Tron according to which the Company paid $90,000 and return certain disputed inventory for a full release. The settlement agreement allowed Tek-Tron to seek arbitration limited to the sum of $50,000 in case the parties do not agree on a resolution regarding the returned inventory. Tek-Tron initiated arbitration against the Company for $50,000 plus attorney fees. The arbitration hearing was held on May 2, 2005, and Tek-Tron was awarded $5,000 in damages and no attorney fees.
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.
ITEM 6. EXHIBITS
31.1 Certification of the CEO under the Sarbanes-Oxley Act
31.2 Certification of the CFO under the Sarbanes-Oxley Act
32 Certification of the CEO & CFO under the Sarbanes-Oxley Act
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DIGITAL POWER CORPORATION
(Registrant)
/s/ Jonathan Wax
Date: May 16, 2005 -----------------------------
Jonathan Wax,
Chief Executive Officer
(Principal Executive Officer)
/s/ Leo Yen
Date: May 14, 2005 -----------------------------
Leo Yen,
Chief Financial Officer
(Principal Financial Officer)
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EXHIBIT 31.1
CERTIFICATION
I, Jonathan Wax, Chief Executive Officer of Digital Power Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Digital Power Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: May 16, 2005 /s/ Jonathan Wax
------------------------------------
Jonathan Wax
Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT 31.2
CERTIFICATION
I, Leo Yen, Chief Financial Officer of Digital Power Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Digital Power Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Dated: May 14, 2005 /s/ Leo Yen
---------------------------
Leo Yen
Chief Financial Officer
(Principal Accounting and Financial Officer)
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EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Digital Power Corporation (the
"Company") on Form 10-QSB for the period ending March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), we,
Jonathan Wax, Chief Executive Officer and Leo Yen, Chief Financial Officer, of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our
knowledge and belief:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Jonathan Wax
Dated: May 16, 2005 -----------------------------------
Jonathan Wax,
Chief Executive Officer
(Principal Executive Officer)
/s/ Leo Yen
Dated: May 14, 2005 -----------------------------------
Leo Yen,
Chief Financial Officer
(Principal Financial and Accounting Officer)
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