<PAGE>
UNITED STATES
Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended: OCTOBER 31, 2000
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Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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0-3255
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(Commission File Number)
JAYARK CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 13-1864519
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(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
300 PLAZA DRIVE, VESTAL, NEW YORK 13850
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(Address of principal executive offices) (Zip Code)
(607) 729-9331
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Class Outstanding at November 30, 2000
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COMMON STOCK $0.01 PAR VALUE 2,766,396
<PAGE>
JAYARK CORPORATION AND SUBSIDIARIES
INDEX
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PAGE
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED CONDENSED BALANCE SHEETS -
OCTOBER 31, 2000 AND APRIL 30, 2000............................. 3-4
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS - THREE AND
SIX MONTHS ENDED OCTOBER 31, 2000 AND 1999...................... 5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS - THREE MONTHS
ENDED OCTOBER 31, 2000 AND 1999................................. 6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.............. 7-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS....................................... 9-14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........ 15
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND 8-KA......................... 15
SIGNATURES........................................................ 16
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PART I.
ITEM I.
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Jayark Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>
(unaudited)
October 31, 2000 April 30, 2000
--------------------------------
<S> <C> <C>
Assets
Current Assets
Cash and Cash Equivalents $ 650,095 $ 530,540
Accounts Receivable-Trade, less allowance for doubtful
Accounts of $94,000 and $76,000, respectively 1,622,817 1,384,212
Inventories - All Finished Goods 553,675 480,460
Other Current Assets 84,297 89,915
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Total Current Assets 2,910,884 2,485,127
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Property & Equipment, net 585,299 433,761
Goodwill and Other Intangibles less accumulated amortization 332,879 320,238
---------------------------
Total Assets $3,829,062 $3,239,126
===========================
Liabilities
Current Liabilities
Notes Payable $ 250,000 $--
Line of Credit 499,060 368,954
Current Portion of Long Term Debt 161,332 161,332
Accounts Payable 563,812 492,375
Accrued Expenses 50,000 50,000
Accrued Salaries 631,587 445,640
Accrued Interest - To Related Parties 504,510 504,510
Other Current Liabilities 71,019 83,363
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Total Current Liabilities 2,731,320 2,106,174
Long Term Debt 1,282,085 1,278,571
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Total Liabilities 4,013,405 3,384,745
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</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
(unaudited)
October 31, 2000 April 30, 2000
--------------------------------
<S> <C> <C>
Company-obligated mandatorily redeemable preferred stock of subsidiary 199,500 --
Stockholders' Deficit
Common Stock of $.01 Par Value, Authorized 30,000,000 Shares,
Issued: 2,773,896 and 2,773,860 Shares, respectively 27,739 27,739
Additional Paid-In Capital 12,598,980 12,598,980
Deficit (13,009,812) (12,771,588)
Treasury Stock, at cost, 7,500 shares (750) (750)
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Total Stockholders' Deficit (383,843) (145,619)
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Total Liabilities & Stockholders' Deficit $ 3,829,062 $ 3,239,126
============================
</TABLE>
See accompanying notes to consolidated condensed financial statements
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<PAGE>
Jayark Corporation and Subsidiaries
Consolidated Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended October Six Months Ended October
31, 2000 31, 2000
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October 31, 2000 October 31, 1999 October 31, 2000 October 31, 1999
-----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Revenues $3,063,945 $3,657,061 $6,992,025 $7,088,003
Cost of Revenues 2,524,915 3,010,907 5,882,244 5,894,745
-----------------------------------------------------------------------
Gross Margin 539,030 646,154 1,109,781 1,193,258
Selling, General and Administrative Expenses 614,985 402,401 1,276,233 821,792
-----------------------------------------------------------------------
Operating Income (Loss) (75,955) 243,753 (166,452) 371,466
Other Income (Expense):
Interest Expense, Net (37,817) (27,924) (71,772) (55,312)
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Pre Tax Earnings (Loss) (113,772) 215,829 (238,224) 316,154
Provision for Income Taxes -- -- -- --
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Net Income (Loss) ($113,772) $215,829 ($238,224) $316,154
=======================================================================
Basic and Diluted Earnings (Loss) per Common Share:
Net Income (Loss) ($.04) $.08 ($.09) $.11
=======================================================================
Weighted Average Common Shares:
Basic and Diluted 2,766,396 2,766,360 2,766,390 2,766,360
=======================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements
Page 5
<PAGE>
Jayark Corporation and Subsidiaries
Consolidated Condensed Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
October 31, October 31,
2000 1999
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<S> <C> <C>
Cash Flows From Operating Activities:
Net Income (Loss) ($238,224) $ 316,154
Adjustments to Reconcile Net Income (Loss) to Cash Provided
By (Used In) Operating Activities:
Depreciation and Amortization of Property and Equipment 84,500 22,978
Amortization of Goodwill and Other Intangibles 2,452 10,680
Changes In Assets and Liabilities:
(Increase) Decrease in Accounts Receivable (238,605) 165,335
Increase in Inventories (73,215) (71,363)
Decrease in Other Current Assets 5,618 1,656
Increase (Decrease) in Accounts Payable 71,437 (224,573)
Increase in Accrued Expenses -- 2,120
Increase in Accrued Salaries 185,947 60,646
Increase (Decrease) in Other Liabilities (12,344) 11,834
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Net Cash Provided By (Used In) Operating Activities (212,433) 295,467
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Cash Flows From Investing Activities:
Purchases of Property and Equipment (236,038) (23,314)
Purchase of Intangibles (15,093) --
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Net Cash Used In Investing Activities (251,131) (23,314)
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Cash Flows From Financing Activities:
Proceeds From Issuance of Notes Payable 250,000 --
Advances on Line of Credit 130,106 --
Proceeds From Issuance of Long Term Debt 5,000 --
Payments of Long Term Debt (1,486) (36,867)
Proceeds from Issuance of Company-obligated mandatorily
redeemable preferred stock of subsidiary 199,500 --
---------------------------
Net Cash Provided By (Used In) Financing Activities 583,119 (36,867)
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Net Increase in Cash and Cash Equivalents 119,555 235,286
Cash & Cash Equivalents at Beginning of Year 530,540 209,724
---------------------------
Cash & Cash Equivalents at End of Year $ 650,095 $ 445,010
===========================
Supplemental Disclosures of Cash Flow Information:
Cash Paid For Interest $ 56,854 $ 55,312
===========================
</TABLE>
See accompanying notes to consolidated condensed financial statements
Page 6
<PAGE>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The consolidated condensed financial statements include the accounts of Jayark
Corporation and its wholly owned subsidiaries (the "Company").
The accompanying unaudited consolidated condensed financial statements reflect
all adjustments (consisting of only normal and recurring accruals and
adjustments) which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented. These consolidated
financial statements are condensed and therefore do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The consolidated condensed financial
statements should be read in conjunction with the audited financial statements
and footnotes for the year ended April 30, 2000, included on the Company's
report on Form 10-K. The Company follows the same accounting policies in
preparation of interim reports. The Company's operating results for any
particular interim period may not be indicative of results for the full year.
2. Reclassifications
Certain reclassifications have been made in the 2000 financial statements to
conform to the presentation used in the 2001 financial statements.
3. Segment Data
The Company operates in three reportable business segments as follows:
The Company's audio-visual subsidiary, AVES Audio Visual Systems, Inc. ("AVES"),
distributes and rents a broad range of audio, video and presentation equipment,
and supplies to businesses, churches, hospitals, hotels and educational
institutions
MED Services Corp. ("Med") finances the manufacture, sales and rental of medical
equipment.
Fisher Medical Corporation ("Fisher") is in the process of developing and
manufacturing medical supplies and equipment. Its customer base includes
hospitals, nursing homes and individuals.
For the quarters ended October 31, 2000 and 1999, the total assets and net
revenues of the Company are attributable primarily to the operations of AVES.
However, for the quarter ended October 31, 2000, Fisher, which was acquired in
January 2000, prior to which Fisher had no significant operations, had net
revenues of approximately $10,000 and a net loss of approximately $246,000,
primarily due to continuing research and development activities. Fisher's total
assets at October 31, 2000, are approximately $730,000. For the six months ended
October 31, 2000, Fisher had net revenues of approximately $18,000 and a net
loss of approximately $509,000. AVES had net revenues of approximately
$3,054,000 and net income of approximately $149,000 for the three months ended
October 31, 2000. AVES had net revenues of approximately $6,973,000 and net
income of approximately $314,000 for the six months ended October 31, 2000.
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4. Notes Payable
In October 2000, the Company issued a promissory note in the amount of $250,000.
The note bears interest at 9.5% and is due January 1, 2001. The Company intends
to renew this promissory note for an additional 90 days in January, 2001.
5. Preferred Stock
In October, 2000 the Company authorized 20,000 shares of Fisher Medical 8%
Cumulative Convertible Preferred Stock. The Preferred Stock has a stated value
of $150 per share, which was subsequently amended to $100 per share. The
Preferred shares are redeemable by the Company at any time at a redemption price
of $100 per share. The Preferred shares are also convertible into an equal
number of Fisher Medical Corporation common stock shares on a one to one basis.
As of October 31, 2000 the Company has issued 1,995 shares of Fisher Medical
Preferred Stock for $199,500.
Page 8
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 2000 AS COMPARED TO OCTOBER 31, 1999
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NET REVENUES
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Net Revenues of $3,064,000 for the three months ended October 31, 2000,
decreased $593,000, or 16.2%, as compared to the same period in 1999, primarily
due to a $603,000 decrease in sales at AVES. This decrease at AVES was primarily
due to a decrease in direct sales compared to the prior year due to a number of
one time sales opportunities in the prior year and the dramatic decrease in cost
of video equipment over the past year. Fisher had $10,000 in initial sales of a
specialty medical product introduced to the market for evaluation, testing and
trials.
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COST OF REVENUES
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Cost of Revenues of $2,525,000 decreased $486,000, or 16.1%, as
compared to the same period last year. The decrease was principally a result of
the decrease in sales at AVES.
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GROSS MARGIN
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Gross Margin of $539,000 was 17.6% of revenues, as compared to
$646,000, or 17.7%, for the same period last year. The Company experienced lower
unit sales with profit margins comparable to the prior year, despite the
decrease in revenues.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
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Selling, General and Administrative Expenses of $615,000 increased
$213,000 or 52.8% as compared to the same period last year. This increase was
principally due to $202,000 in expenses incurred by Fisher. These expenses were
the result of the continued research, development and production of specialty
medical products for introduction to the market for evaluation, testing and
trials. AVES' spending increased $13,000 as compared to the same period last
year primarily due to increased payroll expenses. Corporate expenses increased
$21,000 principally due to increased professional fees and payroll expenses as
compared to last year, which was offset by a $24,000 decrease in Med's expenses
due to their lower level of business activity as compared to the same period
last year.
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OPERATING INCOME (LOSS)
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Operating Loss of $76,000 increased $320,000, or 131.2%, as compared to
consolidated operating income of $244,000 for the same period last year. This
increased loss was due principally to
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the $198,000 loss at Fisher for continuing research and development efforts, as
well as the $124,000 decrease in operating income at AVES due to lower sales.
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NET INTEREST EXPENSE
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Net Interest Expense of $38,000 increased $10,000, or 35.4%. This
increase was the result of an increase in the outstanding balance on the
Company's line of credit and notes payable primarily due to funds used for the
new subsidiary, Fisher.
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NET INCOME (LOSS)
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Net Loss of $114,000 increased $330,000 as compared to consolidated net
income of $216,000 during the same period last year. The $330,000 increased
loss, or 152.8%, was essentially a result of the $202,000 in expenses recognized
at Fisher due to research, development and production activities, as well as the
$116,000 decrease in net income at AVES due to lower sales levels.
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<PAGE>
SIX MONTHS ENDED OCTOBER 31, 2000 AS COMPARED TO OCTOBER 31, 1999
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NET REVENUES
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Net Revenues of $6,992,000 for the six months ended October 31, 2000
decreased $96,000, or 1.4%, as compared to the same period in 1999, primarily
due to a $115,000 decrease in sales at AVES. The decrease at AVES was primarily
due to a decrease in the selling price and cost of video equipment, offset by
the Company's success at winning some larger contractual school bids in fiscal
2001.
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COST OF REVENUES
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Cost of Revenues of $5,882,000 decreased $13,000, or 0.2%, as compared
to the same period last year. The decrease was principally a result of the
decrease in sales at AVES.
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GROSS MARGIN
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Gross Margin of $1,110,000 was 15.9% of revenues, as compared to
$1,193,000, or 16.8%, for the same period last year. The decrease was
principally due to AVES experiencing lower unit sales with profit margins lower
than the prior year, which was partially offset by a decrease in the cost of
video equipment.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
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Selling, General and Administrative Expenses of $1,276,000 increased
$454,000, or 55.3% as compared to the same period last year. This increase was
principally due to $423,000 in expenses incurred by Fisher. These expenses were
the result of the continued research, development and production of specialty
medical products for introduction to the market for evaluation, testing and
trials. AVES' spending increased $25,000 as compared to the same period last
year primarily due to increased payroll expenses. Corporate expenses increased
$26,000 principally due to increased professional fees and payroll expenses as
compared to the prior year, which was offset by a $20,000 decrease in Med's
expenses due to their lower level of business activity as compared to the prior
year.
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OPERATING INCOME (LOSS)
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Operating Loss of $167,000 increased $538,000,or 144.8%, as compared to
consolidating operating income of $371,000 for the same period last year. This
increased loss was due principally to the $415,000 loss at Fisher for continuing
research and development efforts, as well as the $117,000 decrease in operating
income at AVES due to lower sales and gross margin with increased operating
expenses.
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NET INTEREST EXPENSE
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Net Interest Expense of $72,000 increased $17,000 or 30.9%. This
increase was the result of an increase in the outstanding balance on the
Company's line of credit and notes payable primarily due to funds used for the
new subsidiary, Fisher.
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NET INCOME (LOSS)
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Net Loss of $238,000 increased $554,000 as compared to consolidated net
income of $316,000 during the same period last year. The $554,000 increased
loss, or 175.3%, was essentially a result of the $423,000 in expenses recognized
at Fisher due to research, development and production activities, as well as the
$99,000 decrease in net income at AVES due to lower sales level and gross margin
with increased operating expenses.
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<PAGE>
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LIQUIDITY AND CAPITAL RESOURCES
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Working capital was $180,000 at October 31, 2000, compared with $379,000 at
April 30, 2000. The decrease in working capital is largely due to the loss
incurred in the first six months of fiscal 2001.
In October 2000, the Company issued a promissory note in the amount of $250,000.
The note bears interest at 9.5% and is due January 1, 2001. The Company intends
to renew this promissory note for an additional 90 days in January, 2001. In
October, 2000 the Company also authorized 20,000 shares of Fisher Medical Senior
8% Cumulative Convertible Preferred Stock. The Preferred Stock has a stated
value of $150 per share, which was subsequently amended to $100 per share. The
Preferred shares are redeemable by the Company at any time at a redemption price
of $100 per share. The Preferred shares are also convertible into an equal
number of Fisher Medical Corporation common stock shares on a one to one basis.
As of October 31, 2000 the Company has issued 1,995 shares of the Fisher Medical
Preferred Stock for $199,500.
Consolidated open lines of credit available to the Company for borrowing were
$751,000 at October 31, 2000, and $881,000 at April 30, 2000. A combination of
funds available through lines of credit sources, proceeds from issuance of
Fisher Preferred Stock, anticipated cash flows from operations and existing cash
balances is expected to provide adequate funds to meet planned requirements for
the coming year.
Net cash used by operating activities was $212,000 in fiscal 2001 as compared
with net cash provided of $295,000 in fiscal 2000. This increase in net cash
used was primarily due to increases in net losses, resulting from increased
selling, general and administrative expenses at Fisher, increases in accounts
receivable, attributable to the larger contractual bids billed by AVES in the
first quarter of fiscal 2001, and increased inventory levels. These increases in
net cash used were partially offset by net cash provided by increases in
accounts payable and accrued salaries.
Cash flows used in investing activities were $251,000 in fiscal 2001 as compared
to $23,000 in fiscal 2000. This increase was principally due to purchases of
property, equipment and intangibles at Fisher for the development of specialty
medical products.
Net cash provided by financing activities was $583,000 in fiscal 2001, compared
to cash used of $37,000 in fiscal 2000, due to increased borrowing on the
Company's line of credit and notes payable and the proceeds from the issuance of
Fisher Medical Corporation Senior 8% Cumulative Convertible Preferred Stock.
All per share and weighted average share amounts have been restated to reflect
the one for ten reverse stock split that was effective on January 7, 2000 at
which time each ten (10) issued and outstanding shares of Common Stock of the
Corporation, par value $.01 per share, were automatically converted into one (1)
validly issued, fully paid and nonassessable share of Common Stock of the
Corporation, par value $.01 per share.
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<PAGE>
YEAR 2000 STATUS
The Company used both internal and external resources to identify, correct,
upgrade or replace and test its IT systems and embedded chip equipment for year
2000 compliance. To date, the Company has not incurred significant costs or
experienced any material adverse consequences associated with the Year 2000 date
change. The Company is not aware of any remaining significant problems related
to Year 2000 issues but is continuing to monitor the status of suppliers and
vendors through the balance of calendar 2000. There can be no assurance that the
Company, or one of the entities it does business with, will not experience a
Year 2000 problem that could have a material adverse effect on the Company. The
Company will continue to monitor this situation and attempt to expeditiously
address any issues that may arise.
RECENT ACCOUNTING PRONOUNCEMENTS
On June 30, 1998 the financial Accounting Standards Board issued Statement No.
133, Accounting for Derivative Instruments and Hedging Activities (SFAS No.
133), which establishes accounting and reporting standards for derivative
instruments and hedging activities. The statement requires recognition of all
derivatives at fair value in the financial statements. FASB Statement No. 137,
Accounting for Derivative Instruments and Hedging Activities Deferral of the
Effective Date of FASB Statement No. 133, an amendment of FASB No. 133, defers
implementation of SFAS No. 133 until fiscal years beginning after June 15, 2000.
The Company does not expect the implementation of SFAS No. 133 to have a
material impact on its consolidated financial position, liquidity, or results of
operations.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 ("SAB 101"), which provides guidance in applying generally
accepted accounting principles to revenue recognition in financial statements.
SAB 101, as amended, will require implementation by the Company in the fourth
quarter of fiscal 2001. The Company has reviewed SAB 101 and believes that the
Bulletin will not have a significant effect on its financial statements.
In March 2000, the FASB issued its Interpretation No. 44, "Accounting for
Certain Transactions Involving Stock Compensation-an interpretation of APB
Opinion No. 25" (FIN 44). FIN 44 applies prospectively to new awards, exchanges
of awards in a business combination, modifications to outstanding awards, and
changes in grantee status that occur on or after July 1, 2000, except for the
provisions related to repricings and the definition of an employee which apply
to awards issued after December 15, 1998. The Company does not expect the
implementation of these guidelines to have a material impact on its consolidated
financial position, liquidity, or results of operations.
FORWARD-LOOKING CAUTIONARY STATEMENT
In an effort to provide investors a balanced view of the Company's current
condition and future growth opportunities, this Quarterly Report on Form 10-Q
includes comments by the Company's management about future performance. Because
these statements are forward-looking statements pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, management's
forecasts involve risks and uncertainties, and actual results could differ
materially from those predicted in the forward-looking statements.
Page 14
<PAGE>
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no such items subject to market risk.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
(b) Report on Form 8-K and Form 8-KA
1. Other Events
Change in Registrant's Certifying Accountant
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JAYARK CORPORATION
------------------
Registrant
/s/ David L. Koffman December 13, 2000
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David L. Koffman, President
Chief Executive Officer
/s/ Robert C. Nolt December 13, 2000
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Robert C. Nolt
Chief Financial Officer
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