SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
The Securities and Exchange Act of 1934
For the quarter ended . . . . . . . . . . . . . . . . . . . . March 31, 2000
Commission file number. . . . . . . . . . . . . . . . . . . . . . . . 0-9347
ALANCO TECHNOLOGIES, INC.
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(Formerly reporting as Alanco Environmental Resources, Inc.)
(Exact name of registrant as specified in its charter)
Arizona 86-0220694
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
15900 North 78th Street, Suite 101, Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
(480) 607-1010
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(Registrant's telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
YES XX NO
---- ----
As of May 5, 2000 there were 6,286,415 shares, excluding 157,200 treasury
shares, of common stock outstanding.
Forward-Looking Statements: Some of the statements in this Form 10-QSB
Quarterly Report, as well as statements by the Company in periodic press
releases, oral statements made by the Company's officials to analysts and
shareholders in the course of presentations about the Company constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Words or phrases denoting the anticipated
results of future events such as "anticipate," "believe," "estimate," "will
likely," "are expected to," "will continue," "project," "trends" and similar
expressions that denote uncertainty are intended to identify such forward-
looking statements. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. Such factors include, among other things, (i)
general economic and business conditions; (ii) changes in industries in which
the Company does business; (iii) the loss of market share and increased
competition in certain markets; (iv) governmental regulation including
environmental laws; and (v) other factors over which the Company has little or
no control.
ALANCO TECHNOLOGIES, INC.
INDEX
Page Number
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2000 and June 30, 1999 . . . . . . . . .3
Consolidated Statements of Operations
For the three months ended March 31,
2000 and 1999 . . . . . . . . . . . . . . . . . .4
Consolidated Statements of Operations
For the nine months ended March 31,
2000 and 1999 . . . . . . . . . . . . . . . . . .5
Consolidated Statements of Cash Flows
For the nine months ended March 31,
2000 and 1999 . . . . . . . . . . . . . . . . . .6
Notes to Consolidated Financial Statements . . . . . . . . . . .7
Note A - Basis of Presentation
Note B - Inventories
Note C - Acquisition of Arraid, Inc.
Note D - Sale of C.O.D. mine
Note E _ Subsequent Event
Note F - Segment Information
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . . .9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . . 10
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2
<TABLE>
<CAPTION>
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2000 AND JUNE 30, 1999
<S> <C> <C>
Mar 31, 2000 June 30, 1999
ASSETS
--------------- ---------------
Current Assets:
Cash $ 419,829 $ 661,696
Accounts receivable, net 387,172 714,107
Notes receivable 139,316 178,692
Inventories (See Note B) 2,481,271 2,069,707
Prepaid expenses and other current assets 198,059 68,805
--------------- ---------------
Total current assets 3,625,647 3,693,007
Property, plant and equipment, net 1,925,790 1,696,949
Intangible assets, net of accumulated amortization 710,399 199,579
Investments at cost (See Note D) 2,465,674 --
Net assets of discontinued operations held for sale -- 2,443,000
Other assets 39,310 123,517
--------------- ---------------
Total assets $ 8,766,820 $ 8,156,052
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Capital lease obligations and notes payable $ 134,350 $ 416,461
Bank line 300,000 --
Accounts payable and accrued expenses 720,382 392,610
Billings in excess of cost and est earnings 78,154 173,395
--------------- ---------------
Total current liabilities 1,232,886 982,466
Long-term capital leases and notes payable -- 9,394
Shareholders' equity
Preferred Stock, Class B, cumulative voting;
20,000,000 shares authorized and none issued
Common Stock, no par value, 100,000,000 shares
authorized; 6,443,629 shares issued and
outstanding 55,039,508 53,790,219
Treasury stock, at cost; 157,214 shares in 1999 (172,323) (172,323)
Accumulated deficit (47,333,251) (46,453,704)
--------------- ---------------
Total shareholders' equity 7,533,934 7,164,192
--------------- ---------------
Total liabilities & shareholders' equity $ 8,766,820 $ 8,156,052
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<TABLE>
<CAPTION>
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and 1999
March 31,
<S> <C> <C>
2000 1999
------------- -----------
Net sales $ 1,424,721 $1,600,464
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Operating expenses:
Direct service and cost of goods sold 849,469 957,991
Selling, general and administrative 1,007,123 537,419
Depreciation and amortization 91,675 89,036
------------- -----------
Total operating expenses 1,948,267 1,584,446
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Income (loss) from operations (523,546) 16,018
Other expense -- (17,920)
Other income(loss) (1,155) 17,012
------------- -----------
Net income (loss) $ (524,701) $ 15,110
============= ===========
Earnings (loss) per common share
- Basic and diluted $ ($0.08) $ 0.00
============= ===========
Weighted average common shares and equivalents
outstanding during period
-Basic 6,238,288 5,037,846
============= ===========
-Diluted 6,238,288 5,779,707
============= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<TABLE>
<CAPTION>
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended March 31, 2000 and 1999
March 31,
<S> <C> <C>
2000 1999
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Net sales $ 5,278,687 $ 5,763,631
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Operating expenses:
Direct service and cost of goods sold 3,240,387 2,965,846
Selling, general and administrative 2,654,843 2,139,761
Depreciation and amortization 251,727 379,366
------------- ------------
Total operating expenses 6,146,957 5,484,973
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Income (loss) from operations (868,270) 278,658
Other expense (11,276) (65,626)
------------- ------------
Net income(loss) $ (879,546) 213,032
============= ============
Earnings (loss) per common share
- Basic & Diluted $ (0.15) 0.04
============= ============
Weighted average common shares and equivalents
outstanding during period
- Basic 5,864,611 5,046,404
============= ============
- Diluted 5,864,611 5,512,791
============= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<TABLE>
<CAPTION>
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended March 31, 2000 and 1999
March 31,
<S> <C> <C>
2000 1999
--------------- -------------
Cash flows from operating activities:
Net income (loss) from continuing operations $ (879,546) $ 213,032
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 251,727 379,366
(Increase) decrease in:
Accounts receivable and notes receivable 366,311 363,013
Cost & est earnings in excess of billing -- 105,070
Inventory (411,564) (82,483)
Prepaid expenses and other current assets (129,254) (30,147)
Other assets 84,207 41,517
Increase (decrease) in:
Accounts payable and accrued expenses 327,772 (24,013)
Billings in excess of costs and est earnings (95,242) 46,598
--------------- -------------
Net cash provided by (used in) continuing operations (485,589) 1,011,953
Cash flows from investing activities:
Purchase of property, plant and equipment (449,077) (60,960)
Intangible assets, primarily related to the
acquisition of Arraid, Inc. (542,311) --
Other (22,674) 1,479
--------------- -------------
Net cash provided by (used in) investing activities (1,014,062) (59,481)
--------------- -------------
Cash flows from financing activities:
Payments on capital lease obligations (291,505) (1,052,571)
Bank line 300,000 --
Issuance of stock 888,289 2,632
Purchase of treasury stock -- (120,188)
Exercise of stock options 361,000 --
--------------- -------------
Net cash provided by (used in) financing activities 1,257,784 (1,170,127)
--------------- -------------
Net increase (decrease) in cash $ (241,867) $ (217,655)
Cash, beginning of period 661,696 1,116,857
--------------- -------------
Cash, end of period $ 419,829 $ 899,202
=============== =============
Supplemental disclosures
Transfer of equipment to inventory, net of $ -- $ 1,096,200
accumulated depreciation of 897,280
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR NINE MONTHS ENDED MARCH 31, 2000
Note A - Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with Generally Accepted Accounting Principles for
interim financial information and in accordance with the instructions to Form
10-QSB. Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with Generally Accepted
Accounting Principles have been condensed or omitted. These interim
consolidated financial statements should be read in conjunction with the
Company's June 30, 1999, Annual Report on Form 10-KSB. In the opinion of
management, the accompanying consolidated financial statements include all
adjustments consisting of normal recurring accruals necessary to present fairly
the financial position, results of operations and statements of cash flows as
of March 31, 2000, and for all periods presented. The results of operations
for the nine months ending March 31, 2000, are not necessarily indicative of
the operating results to be expected for an entire year.
All significant intercompany balances, transactions and stock holdings have
been eliminated from the accompanying interim financial statements.
Note B - Inventories
Inventories have been recorded at the lower of cost or market. The
composition of inventories as of March 31, 2000, and June 30, 1999, is listed
below:
March 31, 2000 June 30, 1999
-------------- --------------
Finished goods $1,301,800 $1,445,800
Work-in-process 457,500 243,100
Raw material 722,000 380,800
$2,481,300 $2,069,700
========== ==========
Note C - Acquisition of Arraid, Inc.
During the quarter ended December 31, 1999, the Company completed the
purchase of Arraid, Inc. ("Arraid"), a provider of data storage solutions for
mid-range and mainframe computer systems. Operations of Arraid, Inc. are
reported under the Computer Data Storage segment. The Company intends to
utilize Arraid's technological expertise and customer base to expand into the
Storage Area Network (SAN) market, a growing segment of the computer industry.
Arraid, established in 1993, is located in Phoenix, Arizona.
The purchase price consisted of the assumption of certain specified
liabilities and an initial payment of 800,000 shares of the Company's common
stock, with additional share payment dependent upon Arraid achieving specified
financial objectives for the year period beginning November 1, 1999. Arraid
must achieve a minimum sales level of $5 million, an increase of 250% from the
prior year, with a maximum loss of $400,000 to commence the additional share
pay-out. The additional share pay-out formula limits the maximum share pay-out
to 2.5 million shares, upon Arraid achieving certain levels of sales and
operating losses. The maximum share pay-out would occur when Arraid achieves
sales of $10 million, an increase of 400%, with a limit of the period's
operating loss to $600,000.
7
The initial payment and assumption of liabilities relating to the purchase
were accounted for using the purchase method of accounting, and resulted in
$436,386 of goodwill, representing the excess of purchase price over fair value
of net assets acquired. The assets and assumed liabilities and the results of
operations of Arraid for the period subsequent to October 1, 1999 are included
in the consolidated financial results of the Company.
Note D - Sale of C.O.D. Mine
During the quarter ended September 30, 1999, the Company sold its
principal mining property, the C.O.D. Mine located near Kingman, Arizona, to
Gold & Minerals, Inc.(G&M) for $4.5 million of G&M Series A, 10% Cumulative,
Convertible Preferred Stock. Although management of the Company believes the
value of the underlying convertible preferred stock equals or exceeds the
carrying value of the mining property of approximately $2.5 million, the
Company is deferring recognition of any potential gain until such time as there
exists an active public market for G&M common stock. Furthermore, based on
preliminary G&M unaudited financial information the Company has received, G&M
will require additional debt/equity financing to increase its mining production
to achieve planned production levels on its existing operating mine. There is
no assurance G&M will receive the required additional debt/equity financing.
If G&M is unable to sufficiently develop the property or if ore reserves prove
to be inadequate, the Company's preferred stock could ultimately have minimal
value.
Note E _ Subsequent Event
Subsequent to March 31, 2000, the Company reached an agreement to sell its
Alanco Environmental Manufacturing, Inc. (AEMI) subsidiary located in Falls
City, Nebraska. The all-cash transaction of approximately $3.7 million is
contingent on appropriate due diligence and financing commitments. The parties
have agreed to use best efforts to close this transaction by June 30, 2000.
Note F - Segment Information
Operating
Net Sales Income(Loss)
For Quarter Ended March 31, 2000 1999 2000 1999
----------- ----------- ----------- ----------
Computer Data Storage $ 497,414 $ -- $(323,051) $ --
Pollution Control Products 849,927 1,412,666 (6,399) 71,101
Food/Machinery Distribution 77,380 187,798 (37,601) 119,468
Mining -- -- (4,192) ( 16,962)
Corporate -- -- (152,303) (157,589)
----------- ----------- ----------- ----------
$ 1,424,721 $ 1,600,464 $(523,546) $ 16,018
=========== =========== ========== ==========
8
Operating
Net Sales Income(Loss)
For Nine Months Ended March 31, 2000 1999 2000 1999
----------- ------------ ----------- ---------
Computer Data Storage $ 1,142,814 $ -- $ (413,529) $ --
Pollution Control Products 3,910,849 4,159,111 202,100 147,943
Food/Machinery Distribution 225,024 1,604,520 (103,285) 757,196
Mining -- -- (22,999) (49,101)
Corporate -- -- (530,557) (577,380)
----------- ------------ ----------- ---------
$ 5,278,687 $ 5,763,631 $ (868,270) $278,658
=========== ============ =========== =========
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1. Liquidity and Capital Resources
The Company's current assets at March 31, 2000 exceeded current
liabilities by $2.4 million, or a current ratio of 2.9 to 1, compared to a
current ratio of 3.8 to 1 at fiscal year end June 30, 1999. The decrease in
the current ratio resulted from the acquisition of Arraid, Inc., which
increased Current Assets, as well as increasing Current Liabilities. In
addition, the Company made net payments on capital lease obligations and notes
payable during the period of approximately $290,000. Cash balances at March
31, 2000 were $419,800, compared to $661,700 at June 30, 1999.
During the quarter ended March 31, 2000, the Company Board of Directors
approved the issuance of previously authorized preferred stock, under specified
conditions, to raise approximately $1.0 million in additional equity. The
purpose of the equity offering was identified as funding acquisitions in the
Computer Data Storage market. The Company had not finalized the proposed
equity offering upon filing of this 10-QSB.
2. Results of Operations
(A) Three months ended 3/31/00 versus 3/31/99
Consolidated revenue for the quarter ended March 31, 2000 was $1,424,700,
compared to $1,600,500 for the comparable quarter of the previous year, a
decrease of $175,800, or 10.9%. The revenue decrease resulted from a reduction
of $110,400 in revenues for the Food/Machinery Distribution segment relating to
the termination of the Wal-Mart contract and a $562,700 reduction in revenues
for the Pollution Control Products segment. $271,000 of the Pollution Control
Products segment decrease was due to a change in accounting estimations, when
compared to prior years, for revenue that will be recognized in the fourth
quarter. The balance of the decrease was due to reduced revenues from sales
both in China and domestically. The revenue decreases were offset by $497,400
in additional revenues from the Computer Data Storage segment (related to the
acquisition of Arraid, Inc).
The Company reported a net loss of $524,700, or $.08 per share for the
current quarter, compared to net income of $15,100, or nil per share, for the
comparable quarter ended March 31, 1999. The loss for the quarter resulted
primarily from additional investment ($323,000) in the Computer Storage
segment, specifically funding the Company's previously announced plan to
9
aggressively expand into the high growth SAN (Storage Area Network) market.
The Company's major area of new investment in support of the SAN expansion has
been recruitment of experienced, professional staff. Since commencing the SAN
initiative during the second quarter ended December 31, 1999, personnel in the
Computer Data Storage segment have doubled to over 40, including 17 new
positions in professional services, and marketing and sales. The new SAN-
related staffing has added approximately $1.5 million in projected annual
payroll expenses.
(B) Nine months ended 3/31/00 versus 3/31/99
Consolidated revenues for the nine month period ended March 31, 2000 were
$5,278,700 compared to $5,763,600, a $484,900 or 8% decrease from the prior
comparable period. The decrease resulted from a reduction in the Company's
Food/Machinery Distribution Segment of $1,379,500, or 86% of the segment's
revenue, primarily due to the loss of the Wal-Mart contract. In addition,
revenue from the Pollution Control Products segment decreased by $268,300 due
to a change in estimation for revenue that will be recognized in the fourth
quarter. Revenue losses were offset by the $1,142,800 of revenue reported by
the Company's new Computer Data Storage segment.
The Wal-Mart contract accounted for 18% and 45% of the Company's
consolidated revenues in fiscal years ended June 30, 1999 and 1998,
respectively, and represented substantially all the revenues of the
Food/Machinery Distribution segment. No revenue was recorded during the
quarter ended March 31, 2000 under the Wal-Mart contract, since the contract
has been terminated.
Total operating expenses for the nine month period ended March 31, 2000
increased to $6,147,000, a 12.1% increase when compared with 5,485,000 reported
for the same period a year earlier. The increase, both for the nine months and
current quarter, occurred primarily in the Computer Data Storage segment, and
resulted from additional operating expenses of Arraid, Inc., (acquired in
October 1999) and the funding of the previously discussed expansion into the
SAN market. The operating expense increase was partially offset by a decrease
in depreciation expense, related to fryer units classified in prior years as
equipment, and currently classified as inventory held for sale.
The consolidated net loss for the period was $879,500, or $.15 per share,
compared to net income of $213,000, or $.04 per share reported for the same
period in the prior fiscal year. The decrease in income for the nine months
resulted primarily from the loss of margin associated with the Wal-Mart
contract and losses generated by the Computer Data Storage segment.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - none
Item 6. EXHIBITS
(A) (27)Financial Data Schedule
(B) Reports on Form 8-K - none
(C) Reports on Form S-8 - none
10
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
ALANCO TECHNOLOGIES, INC.
(Registrant)
/s/John A. Carlson
-----------------------
John A. Carlson
Chief Financial Officer
Date: May 18, 2000
11
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<S> <C>
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<ALLOWANCES> 28366
<INVENTORY> 2481271
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0
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