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, 2001 or ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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 of (IRS Employer incorporation or organization) Identification No.) 444 West Fairmont, Tempe, Arizona 85282 (Address of principal executive offices) 480-968-1772 (Issuer's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange 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, 2001 were $14,341,861. As of July 2, 2001, 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 $1,414,832. As of July 2, 2001, the number of shares outstanding of the Registrant's common stock was 1,165,750. Portions of the Registrant's definitive Proxy Statement, dated July 10, 2001, are incorporated herein by reference into Part III of this Report. Transitional Small Business Disclosure Format. Yes ___No X ------ PART I Item 1. Description of Business -------------------------------- General ------- Reconditioned Systems, Inc. ("RSI" or the "Company"), an Arizona corporation formed in March 1987, remanufactures and markets modular office workstations consisting of panels, work surfaces, file drawers, book and binder storage and integrated electrical components ("workstations"). The Company specializes in remanufacturing and marketing workstations originally manufactured by Haworth, Inc. ("Haworth"). RSI purchases used workstations from manufacturers, dealers, brokers, and end-users throughout the United States through competitive bids or directly negotiated transactions. After purchasing used workstations, the Company transports them to its manufacturing facility in Tempe, Arizona, where it disassembles and inventories the workstations by component parts, stores, and, upon receipt of purchase orders, reconditions and reassembles the workstations. The Company sells the remanufactured workstations throughout the United States to dealers and end-users. There are more than 50 manufacturers of new workstations in the United States. Steelcase, Inc. ("Steelcase"), Herman Miller, Inc. ("Herman Miller"), and Haworth constitute the dominant manufacturers, controlling a majority of the market for new workstations. Steelcase, Herman Miller, and Haworth have each created a unique system for connecting panels, electrical power and telecommunications raceways, resulting in virtually no interchangeability between their respective products. Due to this lack of interchangeability of dominant manufacturer parts, the Company has generally specialized in remanufacturing and marketing workstations originally manufactured by just one of the dominant manufacturers. The Company elected to specialize in remanufacturing and marketing workstations originally manufactured by Haworth as a result of the extensive experience of the Company's founders with Haworth workstations. In October 1999, the Company opened a new retail showroom under the new d.b.a. of "Total Office Interiors." The primary focus of this marketing program was to change the Company's image in the Phoenix marketplace from that of a used furniture refurbisher to that of a full service office dealership in an effort to increase retail sales. The Company's executive offices are located at 444 West Fairmont, Tempe, Arizona 85282 and its telephone number is 480-968-1772. Principal Line of Business -------------------------- The Company's principal line of business is the sale of remanufactured Haworth workstations. Historically, these sales have accounted for approximately 70 - 80% of the Company's revenues. For the year ended March 31, 2001, these sales represented 69% of the Company's revenues. The Company purchases used Haworth workstations from manufacturers, dealers, brokers, and end-users and transports them to its manufacturing facility in Tempe, Arizona, where it disassembles and inventories the workstations by component parts, stores, and, upon receipt of purchase orders, reconditions and reassembles the workstations. The remanufacturing process includes sanding, painting, laminating, and reupholstering. Certain parts of the used Haworth workstations the Company purchases are damaged beyond repair and must be replaced with new parts purchased from Haworth dealers, clone parts which the Company purchases from various vendors, and new parts which the Company manufactures from raw materials. The Company markets these remanufactured Haworth workstations throughout the United States. Orders received by the Company range from as few as one workstation to as many as several hundred workstations. However, orders for more than one hundred workstations are rare. The manufacturers of new workstations offer deeper discounts on orders of this size, making it more difficult for the Company to compete with new manufacturers on price. The Company believes that workstations offer advantages over the traditional desk, free standing file, and permanent dry wall dividers common to historical office layouts since workstations enable businesses to house more people in a given space than traditional structures and are easier to move and reconfigure. In addition, the Company believes its remanufactured Haworth workstations offer an advantage over much of its competition because they are higher quality than new workstations available in the same price range. Other Lines of Business ----------------------- The Company derives certain revenues outside of its principal line of business. Other lines of business in which the Company engages include: brokering "as is" used workstations; selling new office furniture produced by other manufacturers (primarily desks, files, and chairs); installing workstations, and remanufacturing product already owned by customers. Historically, these other lines of business have accounted for approximately 20 - 30% of the Company's revenues. For the year ended March 31, 2001, these sales represented 31% of the Company's revenues. In October 1999, the Company opened a new retail showroom under the new d.b.a. of "Total Office Interiors." The primary focus of this marketing program was to change the Company's image in the Phoenix marketplace from that of a used furniture refurbisher to that of a full service office furniture dealership in an effort to increase retail sales. Along with the new name and showroom facilities, the Company expanded its new product-line and became an authorized dealer of Teknion, a manufacturer of new modular furniture and seating. In addition, the Company has expanded its product-line to include filing, seating, lighting and other accessories from various other manufacturers. Inventory and Sources of Supply ------------------------------- The Company purchases used Haworth workstations throughout the United States through competitive bids or private negotiations with new workstation manufacturers and dealers, used workstation brokers, and end-users. The Company then transports the used Haworth workstations to its facility in Tempe, Arizona, where it disassembles, inventories by component part, and stores the used Haworth workstation components until purchase orders are received which require the various component parts. The Company also inventories new workstation components purchased from Haworth dealers, clone workstation components, and raw materials used in the remanufacturing process. These raw materials include items such as fabric, particleboard, laminate and paint. The Company carries a limited amount of work in process and finished goods inventory because it generally does not initiate the remanufacturing process until a purchase order has been received and because the remanufacturing process rarely takes more than a couple of days due to the relatively small size of most orders. However, a significant portion of the labor related to the remanufacturing process is completed at the time the used Haworth workstations are originally received and disassembled, and as a result, the value of this labor is capitalized and added to the value of the Company's inventory. The Company currently has sufficient amounts of inventory to meet its anticipated demand. However, because there is not a principal supplier of used Haworth workstations and the supply is based upon end-user decisions regarding disposal of or enhancement to existing furniture, there can be no assurance that the Company will be able to purchase adequate levels of inventory in the future at competitive prices. Because the Company's principal line of business is the sale of remanufactured Haworth workstations, any unavailability of adequate levels of inventory at competitive prices would have a material adverse effect on the Company's business, operating results, and financial condition. The Company also carries a number of new product-lines, including new modular office furniture, filing, lighting, and other accessories. The Company currently maintains an excellent relationship with the manufacturers of these product-lines and does not foresee any disruption in supply. In addition, if the Company did face a disruption in supply of these product-lines, the Company believes it could easily find an alternative source. Remanufacturing Process ----------------------- The Company's remanufacturing process for used Haworth workstations includes sanding, painting, laminating, and reupholstering. The remanufacturing process also includes replacing certain components with new components purchased from Haworth dealers, clone components purchased from various vendors, or new components manufactured by the Company from raw materials. The Company's facility in Tempe, Arizona includes all of the equipment required to recondition workstations, including closed and open paint booths, a paint drying booth, sanding equipment, saws and laminating equipment. The remanufactured Haworth workstations that the Company sells generally consist of panels, worksurfaces, pedestals, overhead storage units, lateral file storage units, task lights, and electrical raceways. The Company reconditions all of these items. Components that are often damaged and need to be replaced with new or clone components include panel top caps, shelf ends for overhead storage units, worksurfaces, electrical base and top feeds, and electrical raceways. The Company markets certain auxiliary items such as chairs, file cabinets, and desks, but it usually purchases these items new from other manufacturers rather than purchasing them used and remanufacturing them. The Company's facility has been designed to facilitate the natural flow of used Haworth workstation components and raw materials in order to streamline the remanufacturing process through disassembly, storage, remanufacturing, and shipping. Utilizing narrow aisle storage maximizes storage capacity. The Company believes that its current facility will be able to handle any increase in volume as a result of its plan to increase its distribution channels. Competition ----------- In purchasing used Haworth workstations, the Company competes with used workstation brokers and other entities that recondition Haworth workstations. Even though the Company may not be the highest bidder for an end-user's used Haworth workstations, it may still have the opportunity to purchase them at a slightly higher cost if the highest bidder was a used workstation broker who is simply trying to make a small profit without actually taking possession of the used Haworth workstations. The Company attempts to procure the used Haworth workstations directly from end-users so as to avoid the middleman (used workstation brokers) and to obtain these used Haworth workstations at the lowest possible cost. The market for workstations is highly competitive. The Company competes with new workstation manufacturers, their dealers, and other reconditioners in the sale of its remanufactured Haworth workstations. New workstation manufacturers and their dealers have certain competitive advantages over the Company including established distribution channels and marketing programs, substantial financial strength, long-term customers, ready access to all component parts, and the fact that if everything is equal (price, lead-time, etc.), most people would choose new workstations over remanufactured workstations. The Company has certain competitive advantages over new workstation manufacturers and their dealers. On orders of 100 workstations or less, the Company's pricing is usually significantly less than pricing on new "Grade A" workstations ("Grade A" workstations are considered to be those workstations manufactured by Haworth, Herman Miller and Steelcase) and the quality of the Company's remanufactured Haworth workstations exceeds that of new "Grade B" workstations. In addition, the Company can produce and install fully remanufactured Haworth workstations within two to three weeks as compared to standard lead-times of approximately six to eight weeks for the new workstation manufacturers. The Company believes that its remanufacturing services are more comprehensive than most other reconditioners. This results in a competitive advantage for the Company because it has the ability to produce more remanufactured workstations and higher quality remanufactured workstations than most other reconditioners. The Company is facing increased competition from "bargain" newly manufactured product lines. There are no significant barriers to entry into the markets served by the Company. An increase in competition from existing competitors or the entry of new competitors could have a material adverse effect on the Company's business, operating results and financial condition. There can be no assurance that the Company will be able to compete successfully in the future with existing or new competitors. In an effort to increase the Company's ability to compete in this changing marketplace, beginning in October 1999, the Company became an authorized dealer of Teknion, a manufacturer of new modular office furniture and expanded its line of filing, seating, lighting and other office furniture accessories. In June 2000, the Company became an authorized dealer of Paoli Office Furniture, a manufacturer of executive freestanding office furniture and tables. The Company offers the Teknion and Paoli lines as an alternative to its remanufactured Haworth workstations. There can be no assurance that the Company will be able to compete successfully in the new modular office furniture market. Distribution ------------ The Company markets its products on a wholesale basis to furniture dealerships, design firms and installation companies throughout the United States. The Company also markets on a retail basis to end-users primarily in Arizona. The Company maintains a retail showroom in its Tempe, Arizona facility. In recent years, the Company's wholesale sales have comprised as much as approximately 65% of the Company's total sales. For the year ended March 31, 2001, wholesale sales accounted for 49% and retail sales totaled 51% of the Company's total sales. The Company maintains a broad customer base and is not dependent on any one customer. The Company employs three full-time employees who concentrate on telemarketing and servicing its wholesale sales, and seven full-time retail salespeople who concentrate on retail sales in the greater Phoenix, Arizona area. Personnel --------- The Company currently has 74 full-time employees of whom 47 are production personnel directly involved in the remanufacturing process, 5 are in the installation department, 13 are in the sales and design departments, and 9 are management and administrative personnel. The Company believes that its ability to grow and attain its desired profitability levels depend on its ability to attract and retain highly qualified personnel. There can be no assurance that the Company will be successful in attracting and retaining such personnel. The Company has an employment agreement, which includes severance benefits, with its Chief Executive Officer (see Item 10 - Executive Compensation.) None of the Company's personnel are covered by a collective bargaining agreement, and the Company has never suffered a work stoppage. The Company considers its relations with its employees to be excellent. Environmental Regulations ------------------------- The Company's operations are subject to a variety of federal, state, and local environmental laws and regulations, including those governing air quality, water quality, and hazardous materials. The Company's principle environmental concerns relate to the handling and disposal of paints, solvents, and related materials in connection with product finishes and composite fabrication. The Company contracts with various independent waste disposal companies for services. The Company may be exposed to certain environmental liabilities which may or may not be covered by the insurance of the independent contractors or by the Company's own insurance. The Company believes that it has been operating in substantial compliance in all material respects with existing environmental laws and regulations and that the costs and effects of such compliance are not material. The Company cannot predict the nature, scope or effect of legislation or regulatory requirements that could be imposed or how existing or future laws or regulations will be administered or interpreted with respect to products or activities to which they have not previously been applied. Compliance with more stringent laws or regulations, or more vigorous enforcement policies or regulatory agencies, could require substantial expenditures by the Company and could adversely affect its business, financial condition and results of operations. Item 2. Description of Property -------------------------------- The Company presently leases a 58,500 square foot facility in Tempe, Arizona that houses its corporate offices, its remanufacturing operations, its warehouse space and its showroom space. The current lease on the Tempe facility expires April 2006. The Company believes its existing facilities are adequate for its current and projected sales volumes. In addition, the Company believes suitable additional space will be available as needed. The Company owns substantially all of its equipment, including its office equipment and its remanufacturing equipment. The Company's equipment has been assigned as collateral for amounts borrowed under loan agreements with M&I Thunderbird Bank. The Company has no investments or interests in real estate, real estate mortgages or securities of persons primarily engaged in real estate activities. Item 3. Legal Proceedings -------------------------- The Company is not party to any pending legal proceedings other than routine litigation incidental to the business. Item 4. Submissions of Matters to a Vote of Security Holders ------------------------------------------------------------- No matters were submitted to a vote of security holders during the quarter ended March 31, 2001. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters ------------------------------------------------------------------------------ The Company's Common Stock is traded on the Nasdaq Small Cap Market under the symbol "RESY." The following table sets forth the high and low closing sales price, as reported by the Nasdaq Small Cap Market, in dollars per share for the quarters then ended: Common Stock -------------------------------- Date Low High ------ ------------- ------------- June, 1999 2.50 3.91 September, 1999 2.63 3.88 December, 1999 2.13 3.00 March, 2000 2.19 3.38 June, 2000 2.25 3.13 September, 2000 2.50 3.13 December, 2000 2.69 3.38 March, 2001 2.81 3.38 The total number of shares of Common Stock of the Company outstanding as of July 2 was 1,165,750. As of the close of business on June 8, 2001, the number of record holders of the Company's Common Stock was 44 and the number of holders of the Company's Common Stock including beneficial holders of stock held in street name was estimated to be 400. There were no unregistered sales of the Company's Common Stock during the period covered by this Report. The Company has not paid any cash dividends on its Common Stock during the past two fiscal years and does not intend to pay any cash dividends on its Common Stock in the foreseeable future. Future earnings, if any, will be retained to fund the development and growth of the Company's business. In addition, the Company's line of credit security agreement prohibits the payment of any dividends on the Company's Common Stock. Further, state corporate law may, under certain circumstances, restrict the Company's ability to pay dividends. Item 6. Management's Discussion and Analysis of Financial Condition and Results of Operations -------------------------------------------------------------------------------- The statements contained in this report that are not historical facts may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended. These forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the risk that the Company may not be able to cut costs and maintain profitability, and the risk of decreased sales revenues. In addition, the Company's business, operations and financial condition are subject to substantial other risks that are described in the Company's reports and statements filed from time to time with the Securities and Exchange Commission, including this Report. Results of Operations --------------------- SALES REVENUE The Company had sales for the fiscal year ended March 31, 2001 (the "reporting period") of $14,341,861. This compares to $10,948,549 for the fiscal year ended March 31, 2000 (the "comparable period"), resulting in an increase of $3,393,312 or approximately 31%. Retail sales totaled $7,297,070, an increase of $2,263,105 or 45% over the comparable period. This increase was primarily a result of the Company's continued focus on developing its retail business operations and improved revenues industry-wide. In October 1999, the Company remodeled its offices, opened a new retail showroom, and began doing business as "Total Office Interiors." The primary focus of this marketing program was to change the Company's image in the Phoenix marketplace from that of a used furniture refurbisher to that of a full service office furniture dealership in an effort to increase retail sales. Along with the new name and showroom facilities, the Company expanded its new product line and became an authorized dealer of Teknion, Paoli, Superior, United Chair and Office Chairs, Inc., manufacturers of new office furniture and seating. Increased name recognition and referrals helped the Company to see improved revenues during the reporting period. Wholesales sales totaled $7,044,791, an increase of $1,130,207 or 19% over the comparable period. This increase is consistent with the significant growth experienced industry-wide. Market sources reported record sales for the office furniture industry during the calendar year ended December, 2000, with sales slowing for the quarter ended March 31, 2001. GROSS MARGIN The Company's gross profit margin for the reporting period was 21.95%, as compared to 25.88% for the comparable period. Retail gross profit margins decreased from 28.9% for the comparable period to 24.1% for the reporting period, primarily as a result of increased new product sales. Retail sales of new furniture nearly doubled in the reporting period over the new furniture sales in the comparable period to approximately 30% of the total retail sales. The Company's typical gross margin on new furniture sales is lower than that on remanufactured furniture. Wholesale gross profit margins were down over the comparable period, from 22.5% to 19.7% in the reporting period. Increased competitive pressures from "bargain" new furniture manufacturers forced wholesale pricing down. OPERATING EXPENSES The Company's selling and administrative expenses net of severance charges (see Note 8 of the Audited Financial Statements) decreased from 17% in the comparable period to 13.8% in the reporting period. The Company's fixed costs represented a lower percentage of sales as a result of the increased sales volume generated in the reporting period. SEVERANCE CHARGES Effective September 30, 1999, the Company entered into an agreement with and accepted the resignation of Wayne R. Collignon, the Company's former President and Chief Executive Officer (CEO). On February 23, 2000, Mr. Collignon filed a lawsuit against the Company in the Superior Court of the State of Arizona. The suit alleged breach of the above-mentioned agreement and violation of certain Arizona statutes relating to the payment of wages. The suit sought relief in the amount of approximately $348,000 and reimbursement of attorneys' fees and court costs. Subsequently, Mr. Collignon and the Company settled the lawsuit. As a result of the settlement and the original agreement, the Company recorded a total charge to operating income in the comparable period of $332,984. Confidentiality provisions in the settlement with Mr. Collignon prevent the Company from disclosing any further details regarding this transaction. OTHER INCOME AND EXPENSES The Company's other income and expenses, which consist primarily of interest income, improved by $26,778 or 40.7% from the comparable period to the reporting period. This increase was primarily a result of additional interest income generated by the Company's surplus cash reserves. Income Taxes ------------ As of March 31, 2001, the Company had exhausted the balance of its federal and state loss carryforwards and had income tax expense of $377,715 in the reporting period. The Company's taxable income in the comparable period was fully offset by tax loss carryforwards. Now that the Company has used all of its federal and state tax loss carryforwards, the Company will begin paying the full federal and state corporate tax rates beginning April 1, 2001. Assuming similar taxable income levels to those reported for the current fiscal year, that rate would be approximately 45%. Financial Condition and Liquidity --------------------------------- Cash Flows from Operating Activities. Net cash provided by operating activities totaled approximately $1.4 million for the reporting period as compared to approximately $360,000 for the comparable period. Net cash provided by operating activities excluding the one-time severance charges of $332,984 was approximately $600,000 for the comparable period. In addition to the approximately $990,000 of cash flows from net income (net of depreciation and amortization expense), the Company was able to lower its accounts receivables by approximately $830,000 through the implementation of new credit and collection personnel and policies. This allowed the Company to invest approximately $245,000 in additional inventories, $100,000 in prepaid expenses and other current assets and to reduce short-term liabilities by approximately $30,000. Cash Flows from Investing and Financing Activities. During the reporting period, net cash used by investing activities totaled approximately $131,000 primarily for the purchase of a short-term note receivable and fixed assets. Net cash used by financing activities totaled approximately $397,000, primarily for the purchase of treasury stock. Expected Future Cash Flows. Cash provided by operations in the near future should closely follow operating income net of treasury stock purchases and income taxes. Management believes current working capital, cash reserves and cash flows from operations are adequate to fund all planned expenditures without the need for outside financing. In addition, the Company has $1,000,000 in available borrowings on its line of credit with M&I Thunderbird Bank (see Note 7 of the Audited Financial Statements.) Forward Looking Statements -------------------------- Fiscal year 2001 was a record earnings year for the Company. Consistent with the general slowing of the U.S. economy, the Company anticipates a significant decrease in sales revenues for the quarter ending June 30, 2001 as compared to the comparable quarter ended June 30, 2000. Despite this current downturn, management is hopeful the Company will generate level sales for the fiscal year end 2002; however, there is no guarantee that the Company will be able to do so. Management is currently implementing cost control strategies in an effort to remain profitable at lower sales levels, while maintaining the infrastructure built over the past few years, which enabled the Company to achieve 30-35% sales growth. With this strategy in place, the Company believes it can weather the current industry slowdown and retain the strength and flexibility necessary to meet demand when the economy recovers. Item 7. Financial Statements ----------------------------- INDEPENDENT AUDITORS' REPORT ---------------------------- To The Stockholders and Board of Directors of Reconditioned Systems, Inc. We have audited the balance sheets of Reconditioned Systems, Inc. as of March 31, 2001 and 2000, and the related statements of operations, stockholders' equity, and cash flows for the years 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 audits. We conducted our audits 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 audits provide a reasonable basis for our opinion. In our opinion, the financial statements present fairly, in all material respects, the financial position of Reconditioned Systems, Inc. as of March 31, 2001 and 2000, and the results of its operations, stockholders' equity, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. /S/ Moffitt & Company, PC Moffitt & Company, PC Scottsdale, Arizona July 27, 2001 RECONDITIONED SYSTEMS, INC. BALANCE SHEETS March 31, 2001 and 2000 2001 2000 ---- ---- ASSETS Current Assets: Cash and cash equivalents (Notes 1, 2 and 3) $1,839,284 $920,778 Accounts receivable (Notes 1 and 7) 1,227,241 2,055,151 Note receivable (Note 4) 50,000 0 Inventory (Notes 1 and 7) 1,434,319 1,191,173 Prepaid expenses and other current assets 193,680 54,372 ------- ------ Total current assets 4,744,524 4,221,474 --------- --------- Property and Equipment, net: (Note 1, 6 and 7) 249,861 262,543 ------- ------- Other Assets (Note 1): Note receivable - officer (Notes 3 and 5) 75,000 75,000 Refundable deposits 12,896 13,036 Other 23,760 73,745 ------ ------ 111,656 161,781 ------- ------- Total Assets $5,106,041 $4,645,798 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable $598,001 $717,148 Customer deposits 68,722 26,309 Accrued expenses and other current liabilities 340,883 293,544 ------- ------- Total current liabilities 1,007,606 1,037,001 --------- --------- Stockholders' Equity: Common stock, no par value; 20,000,000 shares authorized, 1,473,834 shares issued, and 4,588,844 4,587,576 1,174,250 and 1,327,684 shares outstanding, respectively Retained earnings/(accumulated deficit) 267,460 (619,566) ------- --------- 4,856,304 3,968,010 Less: treasury stock, 299,584 and 146,132 shares respectively, at cost (757,869) (359,213) --------- --------- 4,098,435 3,608,797 --------- --------- Total Liabilities and Stockholders' Equity $5,106,041 $4,645,798 ========== ========== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF OPERATIONS For the Years Ended March 31, 2001 and 2000 2001 2000 ---- ---- Sales $14,341,861 $10,948,549 Cost of sales 11,193,591 8,114,580 ---------- --------- Gross profit 3,148,270 2,833,969 Selling & administrative expenses 1,976,155 1,865,787 Severance charges (Note 8) 0 332,984 - ------- Income from operations 1,172,115 635,198 Other income (expense): Interest income 83,690 63,055 Other 8,936 2,793 ----- ----- Net income before income taxes 1,264,741 701,046 Provision for income taxes 377,715 0 ------- - Net income $887,026 $701,046 ======== ======== Basic earnings per share (Notes 1 and 12) $ 0.71 $ 0.51 ======== ======== Basic weighted average number of shares outstanding 1,257,909 1,372,935 ========= ========= Diluted earnings per common and common equivalent share (Notes 1 and 12) $ 0.64 $ 0.46 ======= ======= Diluted weighted average number of shares outstanding 1,393,524 1,534,051 ========= ========= The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended March 31, 2001 and 2000 Common Stock Common Stock Retained Shares Amount Earnings Treasury (Deficit) Stock Total ---------------------------- -------------- ----------------- ---------------- -------------- -------------- Balance at March 31, 1999 1,473,816 $4,586,982 $(1,320,612) $ - $3,266,370 Purchase of Treasury Shares (150,000) - - (368,413) (368,413) Transfer of shares to ESPP Plan 3,868 594 - 9,200 9,794 Net income - - 701,046 - 701,046 -------------- ----------------- ----------------- ------------ --------------- Balance at March 31, 2000 1,327,684 $4,587,576 $(619,566) $(359,213) $3,608,797 Purchase of Treasury Shares (154,634) - - (401,522) (401,522) Transfer of shares to ESPP Plan 1,200 1,268 - 2,866 4,134 Net income - - 887,026 - 887,026 -------------- ----------------- ----------------- ------------- -------------- Balance at March 31, 2001 1,174,250 $4,588,844 $267,460 $(757,869) $4,098,435 ============== ================= ================== ============ ============== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF CASH FLOWS For the Years Ended March 31, 2001 and 2000 2001 2000 ---- ---- Cash Flows from Operating Activities: Cash received from customers $15,177,707 $10,588,073 Cash paid to suppliers and employees (13,431,540) (10,287,962) Income taxes paid (382,891) 0 Interest received 83,690 63,055 ------ ------ Net cash provided by operating activities 1,446,966 363,166 --------- ------- Cash Flows from Investing Activities: Purchase of short-term note receivable (50,000) 0 Purchase of property and equipment (84,908) (173,270) Other 3,836 (13,825) ----- -------- Net cash used by investing activities (131,072) (187,095) --------- --------- Cash Flows from Financing Activities: Purchase of Treasury Stock (401,522) (368,412) Transfers to ESPP Plan 4,134 9,794 ----- ----- Net cash used by financing activities (397,388) (358,618) --------- --------- Increase (Decrease) in cash and cash equivalents 918,506 (182,547) Cash and cash equivalents at beginning of period 920,778 1,103,325 ------- --------- Cash and cash equivalents at end of period $1,839,284 $920,778 ========== ======== 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, 2001 and 2000 2001 2000 ---- ---- Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net Income $887,026 $701,046 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 104,314 84,816 Provision for doubtful accounts 1,000 (5,000) Non-cash portion of severance charges (Note 8) 0 80,484 Changes in assets and liabilities: Accounts receivable 826,910 (358,269) Inventory (243,146) (281,551) Prepaid expenses and other assets (99,743) (28,988) Accounts payable and accrued expenses (29,395) 170,628 -------- ------- Net cash provided by operating activities $1,446,966 $363,166 ========== ======== Non-Cash Investing and Financing Activities: During the years ended March 31, 2001 and 2000, 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 Statement -------------------------------------------------------------------------------- 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 remanufacturing and sale of office workstations comprised of panel systems to customers located throughout the country. In addition, the Company markets new workstations, filing, seating, lighting and other office furniture accessories. Pervasiveness of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 periods. 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 a 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 receivables. At March 31, 2001 and 2000 the Company has established an allowance for doubtful accounts in the amount of $27,000 and $26,000, respectively. Inventory: Inventory, which is primarily composed of used office workstations and remanufacturing 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, 2001 and 2000, the Company had established a reserve for damaged and obsolete inventory in the amount of $50,000. 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. Major renewals and improvements are charged to the asset accounts while replacements, maintenance and repairs, which do not improve or extend the lives of respective assets, are expensed. At the time property and equipment are retired or otherwise disposed of, the assets and related depreciation accounts are relieved of applicable amounts. Gains or losses from retirements or sales are credited or charged to income. 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 3 - 7 Leasehold improvements Lease term Vehicles 4 - 5 Showroom furniture 1 - 2 Long-Lived Assets: Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets in question may not be recoverable. This standard did not have a material effect on the Company's results of operations, cash flows or financial position. Deferred 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 carryforwards 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 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). During 1999, the Company adopted an Employee Stock Purchase Plan (the "Plan"). Under this plan, employees may purchase shares of the Company's common stock, subject to certain limitations, at 85% of its market value. Purchases are limited to 10% of an employee's eligible compensation, up to a maximum of $25,000 per year. An aggregate of 200,000 shares of the Company's common stock are authorized and available for sale to eligible employees. During the years ended March 31, 2001 and 2000, 1,200 and 3,868 shares were issued to employees under the Plan, respectively. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 1. Summary of Significant Accounting Policies, Nature of Operations, and Use of Estimates (Continued) -------------------------------------------------------------------------------- Earnings Per Common and Common Equivalent 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 options are not included in the computation of diluted earnings per share because their effect would be antidilutive. Advertising: All direct advertising costs are expensed as incurred. The Company charged to operations $103,055 and $142,799 in advertising costs for the years ended March 31, 2001 and 2000, respectively. -------------------------------------------------------------------------------- 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, 2001, the Company had approximately $2,035,000 of uninsured cash. In addition, the Company specializes in remanufacturing one particular original equipment manufacturer's (OEM) line of office workstations. The business is dependent upon a readily available supply of new parts, 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, 2001 March 31, 2000 -------------- -------------- Carrying Carrying Amount Fair Value Amount Fair Value Cash and cash equivalents $1,839,284 $1,839,284 $920,778 $920,778 The carrying amount approximates fair value of cash and short-term instruments. The fair value of the Note receivable - officer cannot be determined due to its related party nature. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 4. Note Receivable -------------------------------------------------------------------------------- As of March 31, 2001, the Company held an interest in an $800,000 uncollateralized note receivable from Vulcan Minerals & Energy, Inc. payable in full on or before August 28, 2001. The Company entered into this note along with a group of other investors. The Company's portion of the note receivable is $50,000. Interest on the note accrues at a rate of 6% per annum payable monthly beginning April 2, 2001. -------------------------------------------------------------------------------- Note 5. Note Receivable - Officer -------------------------------------------------------------------------------- As of March 31, 2001, the Company had a $75,000 note receivable from an officer payable in one payment on or before December 19, 2002, and collateralized by 50,000 shares of the Company's Common Stock. Interest on the note accrues at a rate equal to that of the company's lenders' base rate plus 2.5%, payable annually beginning December 19, 1998. For the years ended March 31, 2001 and 2000, the Company earned approximately $6,300 and $7,300 interest on this note, respectively. -------------------------------------------------------------------------------- Note 6. Property and Equipment -------------------------------------------------------------------------------- Property and equipment by major classifications are as follows: March 31, 2001 2000 ---- -------- Office furniture and equipment $243,587 $271,255 Machinery and equipment 152,389 121,327 Leasehold improvements 31,806 34,612 Vehicles 50,922 36,922 Showroom furniture 11,928 21,512 ---------- ---------- 490,632 485,628 Accumulated depreciation (240,771) (223,085) ---------- --------- $249,861 $262,543 ======== ======== Depreciation expense for the years ended March 31, 2001 and 2000 totaled $93,893 and $80,259, respectively. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 7. Pledged Assets and Line of Credit -------------------------------------------------------------------------------- As of March 31, 2001, 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 receivables 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 which total $5,106,041. 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. The line of credit matures on July 31, 2001. As of March 31, 2001, the Company had no outstanding borrowings on the line of credit and was in compliance with all of the covenants of the agreement. -------------------------------------------------------------------------------- Note 8. Severance Charges -------------------------------------------------------------------------------- Effective September 30, 1999, the Company entered into an agreement with and accepted the resignation of Wayne R. Collignon, the Company's former President and Chief Executive Officer (CEO). On February 23, 2000, Mr. Collignon filed a lawsuit against the Company in the Superior Court of the State of Arizona. The suit alleged breach of the above-mentioned agreement and violation of certain Arizona statutes relating to the payment of wages. The suit sought relief in the amount of approximately $348,000 and reimbursement of attorneys' fees and court costs. Subsequently, Mr. Collignon and the Company settled the lawsuit. As a result of the settlement and the original agreement, the Company recorded a total charge to operating income of $332,984 for the year ended March 31, 2000. Confidentiality provisions in the settlement with Mr. Collignon prevent the Company from disclosing any further details regarding this transaction. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 9. Operating Lease Commitments -------------------------------------------------------------------------------- The Company leases remanufacturing, warehouse, showroom and office space in Tempe, Arizona, as well as certain equipment under non-cancelable operating lease agreements expiring at various times through April 2006. Certain of the lease agreements require the Company to pay property taxes, insurance and maintenance costs. The lease on the Tempe, Arizona facility expires April 2006. The total minimum rental commitment due is as follows: March 31, Amount --------- ------- 2002 $352,241 2003 358,330 2004 365,319 2005 372,307 2006 356,583 Subsequent 31,656 -------- $ 1,836,436 Rent expense under operating lease agreements for the years ended March 31, 2001 and 2000 was approximately $360,000 and $336,000, respectively. -------------------------------------------------------------------------------- Note 10. Income Taxes -------------------------------------------------------------------------------- The provision for income taxes consist of the following for the years ended March 31, 2001 and 2000: For the Year Ended March 31, 2001 March 31, 2000 -------------- -------------- Federal Current $286,953 $ 0 Deferred 0 0 --------- - 286,953 0 ------- - State Current 90,762 0 Deferred 0 0 ------- - 90,762 0 ------ - Total $377,715 $0 ======== == RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 10. Income Taxes (Continued -------------------------------------------------------------------------------- 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: For the Year Ended March 31, 2001 March 31, 2000 -------------- -------------- Income tax at statutory effective rate $430,000 $238,000 Adjustments: NOL Carryforward (110,000) (238,000) State taxes, net of federal benefit 31,000 0 Alternative minimum tax carryforward 26,715 0 ------ - $377,715 $ 0 ======== === -------------------------------------------------------------------------------- Note 11. 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. 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, 2001 and 2000, the Board of Directors issued 5,000 and 4,000 common stock options, respectively to certain officers and directors with an exercise price of $3.00 and $2.63 per share, respectively. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 11. Common Stock Options (Continued) -------------------------------------------------------------------------------- Following is a summary of the status of the outstanding stock options for employees, officers and directors during the year ended March 31, 2001 and 2000: Weighted Average Number of Options Exercise Price ----------------- ---------------- Outstanding as of April 1, 1999 308,400 $1.05 Granted 8,907 2.63 Exercised 0 0 Forfeited (102,100) 1.04 --------- ---- Outstanding as of March 31, 2000 215,207 $1.13 Granted 15,112 3.00 Exercised 0 0 Forfeited 0 0 ------ - Outstanding as of March 31, 2001 230,319 $1.25 ======= ===== Information relating to the stock options at March 31, 2001, summarized by exercise price, is as follows: OUTSTANDING EXERCISABLE Weighted Average Weighted Average ---------------- ---------------- Remaining Life Shares (Years) Exercise Price Shares Exercise Price ------ -------------- -------------- ------ -------------- 6,300 3.00 $3.00 0 - 200,000 5.39 $1.00 200,000 $1.00 8,907 6.25 $2.63 4,000 $2.63 15,112 6.65 $3.00 5,000 $3.00 ------ ---- ----- ----- ----- 230,319 5.43 $1.25 209,000 $1.08 ======= ==== ===== ======= ===== RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 11. 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 years ended March 31, 2001 and 2000. Had compensation cost 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 amounts presented below: Year Ended Year Ended March 31,2001 March 31,2000 ------------- ------------- Net income: As reported $887,026 $701,046 Pro forma $865,967 $692,046 Earnings per share: Basic: As reported $ 0.71 $ 0.51 Pro forma $ 0.69 $ 0.50 Diluted: As reported $ 0.64 $ 0.46 Pro forma $ 0.62 $ 0.45 The fair value of option grants is estimated as of the date of grant utilizing the Black-Scholes option-pricing model with the following weighted average assumptions for grants in 2001 and 2000: expected life of options of 7.25 years, expected volatility of 31% in 2001 and 40% in 2000, risk-free interest rates of 5% in 2001 and 8% in 2000, and a 0% dividend yield. The weighted average fair value at date of grant for options granted during 2001 and 2000 approximated $1.12 and $1.47, respectively. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 12. Earnings Per Share -------------------------------------------------------------------------------- For the years ended March 31, 2001 and 2000, 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, 2001 2000 ---- ---- Basic EPS Net Income $887,026 $701,046 ======== ======== Weighted average number of shares outstanding 1,257,909 1,372,935 Basic earnings per share $0.71 $0.51 ===== ===== Diluted EPS Net Income $887,026 $701,046 ======== ======== Weighted average number of shares outstanding 1,257,909 1,372,935 Effect of dilutive securities: Stock options 135,615 161,116 ------- ------- Total common shares + assumed conversions 1,393,524 1,534,051 Diluted earnings per share $0.64 $0.46 ===== ===== -------------------------------------------------------------------------------- Note 13. Subsequent Events -------------------------------------------------------------------------------- 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 past two years 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, 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.) On July 5, 2001, Nasdaq notified the Company that as a result of Semple & Cooper withdrawing their audit opinion for the year ended March 31, 2000, 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. On July 11, 2001, the Company formally requested a hearing to appeal the delisting of securities. The Company engaged Moffitt & Company to conduct an audit of the Company's financial statements for the year ended March 31, 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 is taking action to correct this deficiency and expects to be in full compliance by the hearing date of August 2, 2001. 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. Semple & Cooper's reports on the Company's financial statements for the past two years 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. (See the Registrant's filings on Form 8-K dated June 15, 2001, June 28, 2001 and June 29, 2001.) PART III The information required by Items 9 - 11 of Part III is omitted from this Report by virtue of the fact that the Company will file with the Securities and Exchange Commission (the "SEC"), pursuant to Regulation 14A, within 120 days after the end of the fiscal year covered by this Report, a definitive proxy statement (the "Proxy Statement") relating to the Company's Annual Stockholders' Meeting to be held July 27, 2001. Material incorporated herein by reference and location in Proxy Statement for 2001 Annual Meeting: Item No. Item Description Proxy Statement ------------------------- ---------------- 9 Directors, Executive Officers, Promoters Proposal One - Election of and Control Persons; Compliance with Directors Section 16(a) of the Exchange Act 10 Executive Compensation Proposal One - Election of Directors 11 Security Ownership of Certain General Information - Security Beneficial Owners and Management Ownership of Certain Principal Stockholders and Management Item 12. Certain Relationships and Related Transactions -------------------------------------------------------- The Company holds a $75,000 note receivable from Dirk D. Anderson, the Company's Chief Executive Officer. The funds provided by this note were used by the officer to purchase 50,000 shares of the Company's Common Stock from a former shareholder in a privately negotiated transaction. The note is payable in one payment on or before December 19, 2002, and is collateralized by the purchased shares of Common Stock. Interest on the note accrues at a rate equal to that of the Company's lender's base rate plus 2.5%, payable annually beginning December 19, 1998. Item 13. Exhibits and Reports on Form 8-K ------------------------------------------ (a)(1) Exhibits ---------------- The following exhibits are filed herewith pursuant to Regulation S-B: No. Description Reference --- ----------- --------- 3.1 Articles of Incorporation of the Registrant, as amended and restated 3 3.2 Bylaws of Registrant, as amended and restated 3 4.1 Form of Common Stock Certificate 1 4.5 Registration Rights Agreements 2 *4.9 Options issued to Wayne R. Collignon 4 *4.10 Options issued to Dirk D. Anderson 4 *4.11 Amendment to Options issued to Wayne R. Collignon 5 *4.12 Amendment to Options issued to Dirk D. Anderson 5 *4.13 Options issued to Wayne R. Collignon 5 *4.14 Options issued to Dirk D. Anderson 5 *4.15 Options issued to Scott W. Ryan 5 *4.16 Options issued to Scott W. Ryan 5 *4.17 Options issued to Scott W. Ryan 9 *4.18 Options issued to Dirk D. Anderson 9 *4.19 Options issued to Scott W. Ryan 9 *4.20 Options issued to Dirk D. Anderson 9 10.1 Lease Agreement, dated April 12, 1990 between Boston Safe Depositand Trust Company, as Lessor, and Registrant as Lessee 1 10.33 Loan document between M&I Thunderbird Bank and the Registrant 6 *10.34 Agreement between Wayne R. Collignon and Registrant 7 *10.35 Severance between Wayne R. Collignon and Registrant 8 27 Financial Data Schedule 9 99 Consent Letter from Moffitt & Company 9 (1) Filed with Registration Statement on Form S-18, No. 33-51980-LA, under the Securities Act of 1933, as declared effective on December 17, 1992 (2) Filed with Form 10-KSB on July 13, 1995 (3) Filed with Form 10-KSB on July 2, 1996 (4) Filed with Form 10-KSB on November 14, 1996 (5) Filed with 10-KSB on September 26, 1997 (6) Filed with 10-KSB on August 11, 2000 (7) Filed with 10-KSB on November 16, 2000 (8) Filed with 10-KSB on June 28, 2000 (9) Filed herein (*) Indicates a compensatory plan or arrangement (b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter ended March 31, 2001. SIGNATURES In accordance with the Exchange Act, this report has been signed by the following persons on its behalf by the registrant and in the capacities and on the dates indicated. Reconditioned Systems, Inc. Date: July 27, 2001 /S/ Scott W. Ryan --------------------------- Scott W. Ryan Chairman /S/ Dirk D. Anderson --------------------------- Dirk D. Anderson Chief Executive Officer (Principal Accounting Officer)