12 U. S. Securities and Exchange Commission Washington, D.C. 20549 FORM 10-KSB/A (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1999. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1943 (NO FEE REQUIRED) For the transition period from _______________ to ______________. COMMISSION FILE NUMBER 0-20924 RECONDITIONED SYSTEMS, INC. (Name of small business issuer in its charter) ARIZONA 86-0576290 (State or other jurisdiction (IRS Employer Identification Number) of incorporation or organization) 444 WEST FAIRMONT, TEMPE, ARIZONA 85282 (Address of principal executive offices, including zip code) 480-968-1772 (Issuer's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Title of Each Class Common stock, no par value 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 [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X] The issuer's revenues for the fiscal year ended March 31, 1999 were $11,042,451. As of June 25, 1999, the aggregate market value of the Common Stock (based on the closing price as quoted on the Nasdaq Small Cap Market on that date) held by non-affiliates of the Registrant was approximately $2,117,511. As of June 25, 1999, the number of outstanding shares of the Registrant's Common Stock was 1,401,816. Portions of the Registrant's definitive Proxy Statement, dated July 7, 1999, for the 1999 Annual Meeting of Stockholders to be held August 6, 1999, are incorporated herein by reference into Part III of this Report. Transitional Small Business Disclosure Format Yes [ ] No [X] Item 7. Financial Statements ----------------------------- INDEPENDENT AUDITORS' REPORT ---------------------------- To The Stockholders and Board of Directors of Reconditioned Systems, Inc. We have audited the accompanying balance sheet of Reconditioned Systems, Inc. as of March 31, 1999, and the related statements of operations, stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Reconditioned Systems, Inc. as of March 31, 1998, were audited by other auditors whose report dated May 5, 1998, expressed an unqualified opinion on those statements. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the March 31, 1999 financial statements referred to above present fairly, in all material respects, the financial position of Reconditioned Systems, Inc. as of March 31, 1999, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Moffitt & Company, PC Scottsdale, AZ August 8, 2001 RECONDITIONED SYSTEMS, INC. BALANCE SHEETS March 31, 1999 And 1998 1999 1998 ---- ---- ASSETS ------ Current Assets: Cash and cash equivalents (Notes 1, 2 and 3) $1,103,325 $733,031 Accounts receivable (Notes 1, 6 and 7) 1,691,882 962,122 Inventory (Notes 1, 6 and 7) 909,622 925,258 Prepaid expenses and other current assets 51,002 58,885 ------ ------ Total Current Assets 3,755,831 2,679,296 --------- --------- Property And Equipment: (Notes 1, 5, 6 And 7) 189,173 134,728 ------- ------- Other Assets: Notes receivable - officers (Notes 3 and 4) 150,000 150,000 Refundable deposits 13,036 13,930 Other 24,703 4,204 ------ ----- 187,739 168,134 $4,132,743 $2,982,158 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current maturities of long-term debt (Note 7) $ 0 $ 33,786 Accounts payable 557,662 444,900 Customer deposits 22,635 44,530 Accrued expenses and other current liabilities 286,076 243,388 ------- ------- Total Current Liabilities 866,373 766,604 ------- ------- Commitments (Note 8) 0 0 - - Stockholders' Equity: (Notes 10 And 12): Common stock, no par value; 20,000,000 shares shares authorized $4,586,982 $4,586,982 Accumulated deficit (1,320,612) (2,367,674) ------------ ----------- 3,266,370 2,219,308 Less: treasury stock, 134 shares, at cost 0 (3,754) - ------- 3,266,370 2,215,554 --------- --------- 4,132,743 $2,982,158 ========== ========== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF OPERATIONS For The Years Ended March 31, 1999 And 1998 1999 1998 ---- ---- Sales $11,042,451 $9,583,441 Cost of sales 8,396,278 7,168,365 --------- --------- Gross profit 2,646,173 2,415,076 Selling and administrative expenses 1,600,257 1,564,819 Terminated merger costs (Note 12) 50,588 0 ------ - Income from operations 995,328 850,257 Other income (expense): Interest income 49,083 9,771 Interest expense (1,276) (20,173) Other 7,681 (325) ----- ----- 55,488 (10,727) ------ -------- Income before income taxes 1,050,816 839,530 Provision for income taxes (Note 9) 0 0 - - Net income $ 1,050,816 $ 839,530 =========== ========== Basic earnings per share (Notes 1 and 11) $ 0.71 $ 0.57 =========== ========== Basic weighted average number of shares outstanding 1,473,880 1,473,950 ========= ========= Diluted earnings per common and common equivalent share (Notes 1 and 11) $ 0.62 $ 0.51 =========== ========== Diluted weighted average number of shares outstanding 1,697,352 1,655,762 ========= ========= The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF STOCKHOLDERS' EQUITY For The Years Ended March 31, 1999 And 1998 Common Common Retained Stock Stock Earnings Treasury Shares Amount (Deficit) Stock Total ------ ---------- -------------- --------- ------------- Balance at March 31, 1997 1,473,950 $4,586,982 $(3,207,204) $(3,754) $1,376,024 Net Income - - 839,530 - 839,530 ------------- -------------- --------------- ------------ ------------ Balance at March 31, 1998 1,473,950 $4,586,982 $(2,367,674) $(3,754) $2,215,554 Retirement of Treasury Shares (134) - (3,754) 3,754 - Net Income - - 1,050,816 0 1,050,816 ------------- -------------- --------------- ------------ ------------ Balance at March 31, 1999 1,473,816 $4,586,982 $(1,320,612) $ - $3,266,370 ------------- -------------- --------------- ------------ --------------- The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF CASH FLOWS For The Years Ended March 31, 1999 And 1998 1999 1998 ---- ---- Cash Flows from Operating Activities: Cash received from customers $10,319,727 $9,620,081 Cash paid to suppliers and employees (9,859,690) (8,353,071) Interest received 49,083 5,646 Interest paid (1,276) (20,173) ------ -------- Net cash provided by operating activities 507,844 1,252,483 ------- --------- Cash Flows from Investing Activities: Loans to officers 0 (150,000) Purchase of property and equipment (103,590) (17,712) Other (174) 0 ---- - Net cash used by investing activities (103,764) (167,712) --------- --------- Cash Flows from Financing Activities: Proceeds from credit line and long-term borrowings 0 2,643,000 Principal payments on credit line, long- term borrowings and obligations under capital leases (33,786) (3,136,864) -------- ----------- Net cash used by financing activities (33,786) (493,864) -------- --------- Increase in cash and cash equivalents 370,294 590,907 Cash and cash equivalents at beginning of year 733,031 142,124 ------- ------- Cash and cash equivalents at end of year $ 1,103,325 $ 733,031 =========== ========== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF CASH FLOWS (CONTINUED) For The Years Ended March 31, 1999 And 1998 1999 1998 ---- ---- Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net income $1,050,816 $839,530 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 48,790 68,256 Provision for doubtful accounts 1,000 (1,198) Loss on disposal of fixed assets 355 2,704 Changes in assets and liabilities: Accounts receivable (730,760) 38,163 Inventory 15,636 72,582 Prepaid expenses and other assets (11,548) (32,837) Accounts payable and accrued expenses 133,555 65,283 ------- ------ Net cash provided by operating activities $507,844 $1,252,483 ======== ========== Non-Cash Investing and Financing Activities: During the years ended March 31, 1999 and 1998, the Company did not have any non-cash investing or financing activities. The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. NOTES TO FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Note 1. Summary Of Significant Accounting Policies, Nature Of Operations, And Use Of Estimates -------------------------------------------------------------------------------- Nature Of Business: Reconditioned Systems, Inc. ("RSI" or the "Company"), is a corporation which was incorporated in the State of Arizona in March 1987. The principal business purpose of the Company is the reconditioning and sale of office workstations comprised of panel systems to customers located throughout the country. Pervasiveness Of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition: The Company recognizes a sale when its earnings process is complete. In connection with projects that are to be installed by the customer or an agent of the customer, the sale is recognized when the product is shipped to or possession is taken by the customer. In connection with projects installed by the Company, the sale is recognized upon completion of the installation. Cash And Cash Equivalents: The Company considers all highly liquid debt instruments and money market funds purchased with an initial maturity of three (3) months or less to be cash equivalents. Accounts Receivable - Trade: The Company provides for potentially uncollectible accounts receivable by use of the allowance method. The allowance is provided based upon a review of the individual accounts outstanding, and the Company's prior history of uncollectible accounts receivable. At March 31, 1999 and 1998, the Company has established an allowance for doubtful accounts in the amount of $31,000 and $30,000, respectively. Inventory: Inventory, composed of used office workstations and reconditioning supplies, is stated at the lower of cost (weighted-average method) or market. The Company reviews its inventory monthly and makes provisions for damaged and obsolete items. The Company contemplates its ability to alter the size of panels and other workstation components and designs projects so that the workstations are comprised of products currently in inventory in establishing its obsolescence reserve. At March 31, 1999 and 1998, the Company had established a reserve for damaged and obsolete inventory in the amount of $100,000 and $25,000, respectively. RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 1. Summary Of Significant Accounting Policies, Nature Of Operations, and Use Of Estimates (Continued) -------------------------------------------------------------------------------- Property And Equipment: Property and equipment are recorded at cost. Depreciation is generally provided for on the straight-line basis over the following estimated useful lives of the assets: Years ----- Machinery and equipment 5 - 7 Office furniture and equipment 5 - 7 Leasehold improvements Lease term Vehicles 4 - 5 Income Taxes: Deferred income taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, there is uncertainty of the utilization of the operating losses in future periods. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-Based Compensation: The Company has elected to follow Accounting Principles Board Opinion No. 25 Accounting for Stock Issued to Employees (APB 25) and the related interpretations in accounting for its employee stock options. Under APB 25, because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recorded. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (Statement No. 123). Earnings Per Share: Basic earnings per share include no dilution and are computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the period. Diluted earnings per share amounts are computed based on the weighted average number of shares actually outstanding plus the shares that would be outstanding assuming the exercise of dilutive stock options, all of which are considered to be common stock equivalents. The number of shares that would be issued from the exercise of stock options has been reduced by the number of shares that could have been purchased from the proceeds at the average market price of the Company's stock. In addition, certain outstanding warrants which expired June 30, 1997 are not included in the computation of diluted earnings per share because their effect would be antidilutive. RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 2. Concentrations -------------------------------------------------------------------------------- The Company maintains cash balances at various financial institutions. Deposits not to exceed $100,000 at the financial institutions are insured by the Federal Deposit Insurance Corporation. As of March 31, 1999, the Company had approximately $1,123,340 of uninsured cash. In addition, the Company specializes in reconditioning one particular original equipment manufacturer's (OEM) line of office workstations. The business is dependent upon a readily available supply of new parts from the OEM, as well as used product. -------------------------------------------------------------------------------- Note 3. Fair Value Of Financial Instruments -------------------------------------------------------------------------------- Estimated fair values of the Company's financial instruments (all of which are held for non-trading purposes), are as follows: March 31, 1999 March 31, 1998 -------------- -------------- Carrying Carrying Amount Fair Value Amount Fair Value --------- ---------- --------- ---------- Cash and cash equivalents $1,103,325 $1,103,325 $733,031 $733,031 The carrying amount approximates fair value of cash and short-term instruments. The fair value of Notes receivable - officers cannot be determined due to its related party nature. -------------------------------------------------------------------------------- Note 4. Notes Receivable - Officers -------------------------------------------------------------------------------- On December 19, 1997, the Company loaned $150,000 to officers of the Company. These funds enabled the officers to purchase 100,000 shares of the Company's Common Stock from a former shareholder in a privately negotiated transaction. The notes are payable in one payment on or before December 19, 2002, and are collateralized by the purchased shares of Common Stock. Interest on the notes accrue at a rate equal to that of the Company's lender's base rate plus 2.5%, payable annually beginning December 19, 1998. RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 5. Property And Equipment -------------------------------------------------------------------------------- Property and equipment by major classifications are as follows: March 31, 1999 1998 ---- ---- Office furniture and equipment $258,840 $194,914 Machinery and equipment 233,996 227,953 Leasehold improvements 42,304 36,682 Vehicles 36,054 13,632 ------ ------ 571,194 473,181 Accumulated depreciation (382,021) (338,453) -------- --------- $189,173 $134,728 Depreciation expense for the year ended March 31, 1999 totaled $48,790. -------------------------------------------------------------------------------- Note 6. Pledged Assets And Line Of Credit -------------------------------------------------------------------------------- As of March 31, 1999, the Company had a $1,000,000 line of credit agreement with M&I Thunderbird Bank. Under this agreement, interest is payable at the bank's base rate. Borrowings on the line of credit may not exceed seventy-five percent (75%) of eligible accounts receivable and thirty percent (30%) of eligible inventory up to $300,000. The line of credit is collateralized by accounts receivable, inventory, property and equipment, and intangibles. The agreement contains various covenants by the Company, including covenants that the Company will maintain certain net worth thresholds and ratios, will meet certain debt service coverage ratios, and will not enter into or engage in various types of agreements or business activities without approval from M&I Thunderbird Bank. As of March 31, 1999 the Company had no outstanding borrowings on the line of credit and was in compliance with all of the covenants of the agreement. Reconditioned Systems, Inc. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 7. Long-Term Debt -------------------------------------------------------------------------------- Long-term debt consists of the following: 1998 ---- 8.25% note payable to M&I Thunderbird Bank, due in monthly installments of $3,440, including principal and interest, until paid in full; collateralized by accounts receivable, inventory, property and equipment, and intangibles. In connection with this loan agreement, the Company has agreed to maintain certain financial ratios and various other covenants. As of March 31, 1998, the Company was in compliance with these financial ratios and other covenants $32,854 Capital lease obligations 932 --- 33,786 Less: current portion (33,786) -------- Long-term portion $ 0 ========== -------------------------------------------------------------------------------- Note 8. Operating Lease Commitments -------------------------------------------------------------------------------- The Company leases warehouse and office space in Tempe, Arizona, as well as certain equipment under non-cancelable operating lease agreements expiring at various times through March 2001. Certain of the lease agreements require the Company to pay property taxes, insurance and maintenance costs. The lease on the Tempe, Arizona facility expires March 2001. The total minimum rental commitment due is as follows: March 31, Amount --------- ------ 2000 $332,709 2001 333,058 2002 27,801 ------ $693,568 Rent expense under operating lease agreements for the years ended March 31, 1999 and 1998 was approximately $285,500 and $268,750, respectively. RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 9. Income Taxes -------------------------------------------------------------------------------- Deferred tax assets consist of the following components: March 31, 1999 March 31, 1998 -------------- -------------- Deferred tax assets: State loss carryforwards $ 72,000 $ 175,000 Federal loss carryforwards 338,000 725,000 ------- ------- 410,000 900,000 Less: valuation allowance (410,000) (900,000) -------- --------- $ 0 $ 0 ============ =========== The Company's income tax provisions differ from the amount computed by applying the federal statutory income tax rate to income before income taxes. A reconciliation to the statutory federal income tax rate is as follows: March 31, 1999 -------------- Income tax at statutory effective rate $412,761 Adjustments: NOL Carryforward (412,761) -------- $ 0 ============ The Company's approximate net operating loss carryforwards and their respective expiration dates, are as follows: Amount Expiration -------- ---------- Federal $994,000 2011 Arizona $794,000 2001 -------------------------------------------------------------------------------- Note 10. Common Stock Options -------------------------------------------------------------------------------- During the year ended March 31, 1997, the Board of Directors issued 300,000 common stock options to certain officers and directors with an exercise price of $1.00 per share. RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 10. Common Stock Options (Continued) -------------------------------------------------------------------------------- During the year ended March 31, 1998, the Board of Directors approved the 1997 Employee Stock Option Plan. The Plan authorizes the Company to grant incentive stock options to key employees of the Company. 50,000 shares of common stock are reserved for issuance pursuant to this Plan. During the year ended March 31, 1999, the Board of Directors issued 8,400 common stock options to key employees under this Plan with an exercise price of $3.00 per share. Following is a summary of the status of the outstanding stock options for employees, officers and directors during the year ended March 31, 1999: Weighted Average Number of Options Exercise Price ----------------- --------------- Outstanding as of March 31, 1998 300,000 $1.00 Granted 8,400 3.00 Exercised 0 0 Forfeited 0 0 - - Outstanding as of March 31, 1999 308,400 $1.05 ======= ===== Information relating to the stock options at March 31, 1999, summarized by exercise price, is as follows: OUTSTANDING EXERCISABLE ----------- ----------- Weighted Average Weighted Average ---------------- ---------------- Remaining Life Shares (Years) Exercise Price Shares Exercise Price ------ ------- -------------- ------ -------------- 8,400 5.00 $3.00 0 0 300,000 5.75 $1.00 300,000 $1.00 -------- ---- ----- ------- ----- 308,400 5.73 $1.05 300,000 $1.00 ======= ==== ===== ======= ===== RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 10. Common Stock Options (Continued) -------------------------------------------------------------------------------- All stock options issued have an exercise price not less than the fair market value of the Company's common stock on the date of grant. In accordance with accounting for such options utilizing the intrinsic value method, there is no related compensation expense recorded in the Company's financial statements for the year ended March 31, 1999. Had compensation costs for stock-based compensation been determined based on the fair value of the options at the grant dates consistent with the method of SFAS 123, the Company's net income and earnings per share would have been reduced to the pro forma amount presented below: March 31, 1999 -------------- Net income: As reported $1,050,816 Pro forma $1,039,245 Earnings per share: Basic: As reported $ 0.71 Pro forma $ 0.71 Diluted: As reported $ 0.62 Pro forma $ 0.61 The fair value of option grants is estimated as of the date utilizing the Black-Scholes option pricing model with the following weighted average assumptions for grants in 1999: expected life of options of 5.92 years, expected volatility of 40%, risk-free interest rates of 8% and a 0% dividend yield. The weighted average fair value at date of grant for options granted during 1999 approximated $3.00. RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 11. Earnings Per Share -------------------------------------------------------------------------------- For the years ended March 31, 1999 and 1998, the following data shows amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock. March 31, 1999 1998 ---- ---- BASIC EPS Net income $1,050,816 $ 839,530 ========== ========== Weighted average number of shares outstanding 1,473,880 1,473,950 ========= ========= Basic earnings per share $ 0.71 $ 0.57 ========== ========== DILUTED EPS Net income $1,050,816 $ 839,530 ========== ========== Weighted average number of shares outstanding 1,473,880 1,473,950 Effect of dilutive securities: Stock options 223,472 181,812 ------- ------- Common stock including assumed conversions 1,697,352 1,655,762 ========= ========= Diluted earnings per share $ 0.62 $ 0.51 ========== ========== RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 12. Terminated Merger Costs -------------------------------------------------------------------------------- On November 16, 1998, the Company announced that it had entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cort Investment Group, Inc., a Texas corporation d/b/a Contract Network ("CNI"), and RSI Acquisition Corp., an Arizona corporation and wholly-owned subsidiary of CNI ("Merger Corp."). On February 4, 1999, CNI informed the Company that CNI believed the Company was in breach of certain of the representations and warranties set forth in the Merger Agreement, specifically Sections 3.11 ("Tax Returns, Taxes"), 3.7 ("RSI SEC Reports"), 3.8 ("Financial Statements and Records of RSI"), 3.9 ("Absence of Certain Changes") and 3.10 ("No Material Undisclosed Liabilities"). CNI asserted that the Company had not included certain elections in its 1995 income tax returns and therefore had not properly preserved its net operating loss carryforwards. On February 15, 1999, the Company received formal notice of termination of the Merger Agreement from CNI pursuant to the provisions of Section 8.1(b) of the Merger Agreement based upon the Company allegedly being in breach of the representations and warranties noted above. The Company engaged experts who filed with the Internal Revenue Service (IRS) for a private letter ruling to allow the Company to amend its 1995 income tax returns to include the omitted elections. On June 25, 1999, the IRS approved the Company's private letter ruling. As of March 31, 1999, the Company had incurred $50,588 in expenses related to the terminated merger. -------------------------------------------------------------------------------- Note 13. Subsequent Events -------------------------------------------------------------------------------- On April 13, 1999, the Company purchased 72,000 shares of the Company's Common Stock on the open market for $2.375 per share. The Company intends to hold the shares in treasury. On June 8, 2001, the Company's former principal independent accountant, Semple & Cooper, LLP resigned. Semple & Cooper's reports on the Company's financial statements for the years ended March 31, 1999 and 2000 contained an unqualified opinion, and were not modified as to uncertainty, audit scope or accounting principles. There were no disagreements with Semple & Cooper on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. On June 29, Semple & Cooper, notified the Company there were withdrawing their opinions for the audits for the fiscal years ended March 31, 1999 and 2000. (See the Company's reports filed on Form 8-K dated June 15, 2001 and June 29, 2001.) RECONDITIONED SYSTEMS, INC. Notes To Financial Statements (Continued) -------------------------------------------------------------------------------- Note 13. Subsequent Events (Continued) -------------------------------------------------------------------------------- On July 5, 2001, Nasdaq notified the Company that as a result of Semple & Cooper withdrawing their audit opinions, the Company was no longer in compliance with Nasdaq Marketplace Rule 4815(b) and that the Company's securities were in jeopardy of being delisted from the Nasdaq Stock Market. The Company engaged Moffitt & Company to conduct an audit of the Company's financial statements for the years ended March 31, 1999 and 2000 in order to correct the deficiency. As of the date of this report, the Company believes it has satisfied this deficiency. On July 24, 2001, Nasdaq informed the Company that the Company's public float was not in compliance with the Marketplace Rules. The Company issued a 5% stock dividend to shareholders of record on August 13, 2001 in order to satisfy the public float requirement. Item 8. Changes In And Disagreements With Accountants On Accounting And ------------------------------------------------------------------------ Financial Disclosure -------------------- On June 8, 2001, the Registrant's former principal independent accountant, Semple & Cooper, LLP resigned. On June 29, 2001, Semple & Cooper notified the Company they were withdrawing their opinions for the audits for the fiscal years ended March 31, 1999 and 2000. (See the Company's reports filed on Form 8-K dated June 15, 2001 and June 29, 2001.) Semple & Cooper's reports on the Company's financial statements for the years ended March 31, 1999 and 2000 did not contain an adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope or accounting principles. There were no disagreements with Semple & Cooper on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. On June 22, 2001, the Registrant appointed Moffitt & Company, PC as the principal independent accountant. Moffitt & Company has re-audited the Company's financial statements for the years ended March 31, 1999 and 2000. SIGNATURES In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and the dates indicated. Reconditioned Systems, Inc. BY: /S/ Dirk D. Anderson --------------------- Dirk D. Anderson, Chief Executive Officer and President (Principal Accounting Officer) DATE: August 24, 2001 BY: /S/ Scott W. Ryan ------------------ Scott W. Ryan, Chairman of the Board of Directors DATE: August 24, 2001