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 . . . . . . . . . . . . . . . . . . . December 31, 1999
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)
(408) 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
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As of February 11, 2000 there were 6,210,351 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
December 31, 1999 and June 30, 1999 . . . . . . .3
Consolidated Statements of Operations
For the three months ended December 31
1999 and 1998 . . . . . . . . . . . . . . . . . .4
Consolidated Statements of Operations
For the six months ended December 31
1999 and 1998 . . . . . . . . . . . . . . . . . .5
Consolidated Statements of Cash Flows
For the six months ended December 31
1999 and 1998 . . . . . . . . . . . . . . . . . 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 - Segment Information
Note F - Year 2000 Issue
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. . . . . . . . . . . . . . . . . . . . . . .8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits . . . . . . . . . . . . . . . . . . . . . . . 9
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . .10
2
<TABLE>
<CAPTION>
ALANCO TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1999 AND JUNE 30, 1999
<S> <C> <C>
Dec 31, 1999 June 30, 1999
ASSETS ---------------- ---------------
Current Assets:
Cash $ 533,994 $ 661,696
Accounts receivable, net 953,142 714,107
Notes receivable 126,590 178,692
Inventories (See Note B) 2,270,283 2,069,707
Prepaid expenses and other current assets 93,431 68,805
---------------- ---------------
Total current assets 3,977,440 3,693,007
Property, plant and equipment, net 1,782,985 1,696,949
Intangible assets, net of accumulated amortization 733,610 199,579
Investments at cost (See Note D) 2,465,674 --
Net assets of discontinued operations held for sale -- 2,443,000
Other assets 63,180 123,517
---------------- ---------------
Total assets $ 9,022,889 $ 8,156,052
================ ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Capital lease obligations and notes payable,
current portion $ 144,296 $ 416,461
Bank line 11,000 --
Accounts payable and accrued expenses 789,166 392,610
Billings in excess of cost and est earnings 98,153 173,395
---------------- ---------------
Total current liabilities 1,042,615 982,466
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; 6,367,565 shares issued and
outstanding 54,961,147 53,790,219
Treasury stock, at cost; 157,214 shares in 1999 (172,323) (172,323)
Accumulated deficit (46,808,550) (46,453,704)
---------------- ---------------
Total shareholders' equity 7,980,274 7,164,192
---------------- ---------------
Total liabilities & shareholders' equity $ 9,022,889 $ 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 December 31, 1999 and 1998
December 31
<S> <C> <C>
1999 1998
--------------- -------------
Net sales $ 2,171,624 $ 1,837,567
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Operating expenses:
Direct service and cost of goods sold 1,309,676 906,318
Selling, general and administrative 1,009,555 721,680
Depreciation and amortization 89,234 135,375
--------------- -------------
Total operating expenses 2,408,465 1,763,373
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Income (loss) from operations (236,841) 74,194
Other expense 1,855 (27,637)
--------------- -------------
Net income (loss) $ (234,986) $ 46,557
=============== =============
Earnings (loss) per common share
- Basic and diluted $ ($0.04) $ 0.01
=============== =============
Weighted average common shares and equivalents
outstanding during period
-Basic 5,616,711 5,050,683
=============== =============
-Diluted 5,616,711 5,375,054
=============== =============
</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 Six Months Ended December 31, 1999 and 1998
December 31,
<S> <C> <C>
1999 1998
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Net sales $ 3,853,966 $ 4,163,167
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Operating expenses:
Direct service and cost of goods sold 2,390,918 2,007,855
Selling, general and administrative 1,647,720 1,602,342
Depreciation and amortization 160,052 290,330
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Total operating expenses 4,198,690 3,900,527
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Income (loss) from operations (344,724) 262,640
Other expense (10,121) (64,718)
------------- ------------
Net income(loss) $ (354,845) $ 197,922
============= ============
Earnings (loss) per common share
- Basic & Diluted $ (0.06) 0.04
============= ============
Weighted average common shares and equivalents
outstanding during period
- Basic 5,616,711 5,050,683
============= ============
- Diluted 5,616,711 5,375,054
============= ============
</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 Six Months Ended December 31, 1999 and 1998
December 31,
<S> <C> <C>
1999 1998
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Cash flows from operating activities:
Net income (loss) from continuing operations $ (354,846) $ 197,922
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 160,052 246,679
(Increase) decrease in:
Accounts receivable and notes receivable (186,933) 151,790
Cost & est earnings in excess of billing -- 105,070
Inventory (200,576) (43,326)
Prepaid expenses and other current assets (24,626) (28,481)
Other assets 60,337 20,344
Increase (decrease) in:
Accounts payable and accrued expenses 396,556 (56,591)
Billings in excess of costs and est earnings (75,242) 109,225
------------- -------------
Net cash provided by (used in) continuing operations (225,278) 702,632
Cash flows from investing activities:
Purchase of property, plant and equipment (228,484) (12,715)
Intangible assets, primarily related to the
acquisition of Arraid, Inc. (551,635) --
Other (22,674) 25,143
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Net cash provided by (used in) investing activities (802,793) 12,428
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Cash flows from financing activities:
Payments on capital lease obligations (281,559) (628,633)
Bank line 11,000 --
Issuance of stock 845,929 --
Exercise of stock options 325,000 --
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Net cash provided by (used in) financing activities 900,370 (628,633)
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Net increase (decrease) in cash $ (127,701) $ 86,427
Cash, beginning of period 661,696 1,116,857
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Cash, end of period $ 533,994 $ 1,203,284
============= =============
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 THREE MONTHS ENDED DECEMBER 31 1999
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 December 31, 1999, and for all periods presented. The results of operations
for the six months ending December 31, 1999, 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 December 31, 1999, and June 30, 1999, is
listed below:
December 31,1999 June 30, 1999
---------------- -----------------
Finished goods $1,389,528 $1,445,800
Work-in-process 181,747 243,100
Raw material 699,008 380,800
------------ ------------
$2,270,283 $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. will be
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 Networks (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. The
assets and assumed liabilities and the results of operations of Arraid for the
quarter ending December 31, 1999, are included in the consolidated financial
results of the Company.
7
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 - Segment Information
Operating
Net Sales Income(Loss)
For Quarter Ended December 31, 1999 1998 1999 1998
----------- ------------ ---------- -----------
Computer Data Storage $ 645,400 $ -- $ (90,478) $ --
Pollution Control Products 1,454,422 1,353,745 110,839 (5,495)
Food/Machinery Distribution 71,844 483,822 (25,730) 308,193
Mining -- -- (4,439) ( 16,250)
Corporate -- -- (227,033) (212,255)
----------- ------------ ---------- ----------
$ 2,171,666 $ 1,837,567 $(236,841) $ 74,193
Note F - Year 2000 Issues
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 computer programs that have date sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000, possibly causing
computer miscalculations and temporary downtime.
The Company has monitored its computer systems and has communicated with
its customers and suppliers through February 13, 2000 without noting
significant Y2K problems.
8
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 December 31, 1999 exceeded current
liabilities by $2.9 million, or a current ratio of 3.7 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 Accounts Receivable and Inventory, as well as increasing accounts
payable and accrued expenses. In addition, the Company reduced the current
portion of capital leases and notes payable during the period by approximately
$280,000, reducing that obligation to approximately $144,000 at December 31,
1999. Cash balances at December 31, 1999 were $534,000 compared to $661,700 at
June 30, 1999.
2. Results of Operations
(A) Three months ended 12/31/99 versus 12/31/98
Consolidated revenue for the quarter ended December 31, 1999 was
$2,171,700, compared to $1,837,600 for the comparable quarter of the previous
year, an increase of $334,100, or 18%. The increase resulted from $645,400 in
additional revenues from the Computer Data Storage segment (related to the
acquisition of Arraid, Inc.) and an increase of $100,700 in revenues from
Pollution Control Products. The revenue increases were offset by a decrease of
$412,000 in the Food Services segment relating to the termination of the Wal-
Mart contract.
The Wal-Mart contract accounted for 45% and 18% of the Company's
consolidated revenues in fiscal years ended June 30, 1998 and 1999,
respectively, and represented substantially all the revenues of the
Food/Machinery Distribution segment. No revenue was recorded during the
quarter ended December 31, 1999 under the Wal-Mart contract, since the contract
has been terminated.
The Company reported a net loss of $235,000, or $.04 per share for the
current quarter, compared to net income of $46,600, or $.01 per share, for the
comparable quarter ended December 31, 1998. The decrease in income for the
quarter resulted primarily from the loss of income ($330,000) associated with
the Wal-Mart contract and operating losses ($90,000) in the Company's Computer
Data Storage segment, offset by an increase in profitability ($115,000) of the
Company's Pollution Control segment.
(B) Six months ended 12/31/99 versus 12/31/98
Consolidated Revenues for the six month period ended December 31,1999 were
$3,854,000 compared to $4,163,200, or a 7.4% decrease from the prior comparable
period. The decrease resulted from a reduction in the Company's Food/Machinery
Distribution Segment of $1,269,100, or 90% of the segment's revenue, primarily
due to the loss of the Wal-Mart contract. The revenue loss was partially
offset by the $645,000 of revenue reported by the Company's new Computer Data
Storage segment.
The consolidated net loss for the period was $354,800, or $.06 per share,
compared to net income of $197,900, or $.04 per share reported for the same
9
period in the prior fiscal year. The decrease in income for the six months
resulted from the loss of margin associated with the Wal-Mart contract and
losses generated by the Computer Data Storage segment, offset by improved
profitability of the Company's Pollution Control 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 -1 filed 11/29/99
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: February 14, 2000
10
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