28 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, 2000 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT 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 No.) of incorporation or organization) 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 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, 2000 were $10,948,549. As of June 9, 2000, 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 $2,331,801. As of June 9, 2000, the number of shares outstanding of the Registrant's common stock was 1,327,684. Portions of the Registrant's definitive Proxy Statement, dated July 13, 2000, 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 sheets of Reconditioned Systems, Inc. as of March 31, 2000 and 1999, 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 audits 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 referred to above present fairly, in all material respects, the financial position of Reconditioned Systems, Inc. as of March 31, 2000 and 1999, 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. Moffitt & Company, PC Scottsdale, Arizona August 8, 2001 RECONDITIONED SYSTEMS, INC. BALANCE SHEETS March 31, 2000 and 1999 2000 1999 ---- ---- ASSETS Current Assets: Cash and cash equivalents (Notes 1, 2 and 3) $920,778 $1,103,325 Accounts receivable (Notes 1 and 6) 2,055,151 1,691,882 Inventory (Notes 1 and 6) 1,191,173 909,622 Prepaid expenses and other current assets 54,372 51,002 ------ ------ Total current assets 4,221,474 3,755,831 --------- --------- Property and Equipment, net: (Note 1 and 5) 262,543 189,173 ------- ------- Other Assets: Notes receivable - officer (Notes 3 and 4) 75,000 150,000 Refundable deposits 13,036 13,036 Other 73,745 24,703 ------ ------ 161,781 187,739 ------- ------- Total Assets $4,645,798 $4,132,743 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable 717,148 557,662 Customer deposits 26,309 22,635 Accrued expenses and other current liabilities 293,544 286,076 ------- ------- Total current liabilities 1,037,001 866,373 --------- ------- Stockholders' Equity: Common stock, no par value; 20,000,000 shares authorized 4,587,576 4,586,982 Accumulated deficit (619,566) (1,320,612) --------- ----------- 3,968,010 3,266,370 Less: treasury stock, 146,132 and 132 shares respectively, at cost (359,213) 0 --------- - 3,608,797 3,266,370 --------- --------- Total Liabilities and Stockholders' Equity $4,645,798 $4,132,743 ========== ========== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF OPERATIONS For the Years Ended March 31, 2000 and 1999 2000 1999 ---- ---- Sales $10,948,549 $11,042,451 Cost of sales 8,114,580 8,396,278 --------- --------- Gross profit 2,833,969 2,646,173 Selling & administrative expenses 1,865,787 1,600,257 Severance charges (Note 7) 332,984 0 Terminated merger costs (Note 12) 0 50,588 - ------ Income from operations 635,198 995,328 Other income (expense): Interest income 63,055 49.083 Interest expense 0 (1,276) Other 2,793 7,681 ----- ----- Net income before income taxes 701,046 1,050,816 Provision for income taxes 0 0 - - Net income $701,046 $1,050,816 ======== ========== Basic earnings per share (Notes 1 and 11) $ 0.51 $ 0.71 ======== ======= Basic weighted average number of shares outstanding 1,372,935 1,473,950 ========= ========= Diluted earnings per common and common equivalent share (Notes 1 and 11) $ 0.46 $ 0.62 ======= ======= Diluted weighted average number of shares outstanding 1,534,051 1,697,352 ========== ========= The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF STOCKHOLDERS' EQUITY For the Years Ended March 31, 2000 and 1999 Common Stock Common Stock Retained Shares Amount Earnings Treasury (Deficit) Stock Total ---------------------------------- -------------- ----------------- ---------------- -------------- -------------- 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 - 1,050,816 -------------- ----------------- ----------------- ------------ --------------- 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 ESOP 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 ============== ================= ================== ============ ============== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF CASH FLOWS For the Year Ended March 31, 2000 and 1999 2000 1999 ---- ---- Cash Flows from Operating Activities: Cash received from customers $10,588,073 $10,319,727 Cash paid to suppliers and employees (10,287,962) (9,859,690) Interest received 63,055 49,083 Interest paid 0 (1,276) - ------- Net cash provided by operating activities 363,166 507,844 ------- ------- Cash Flows from Investing Activities: Purchase of property and equipment (173,270) (103,590) Other (13,825) (174) -------- ----- Net cash used by investing activities (187,095) (103,764) --------- --------- Cash Flows from Financing Activities: Principal payments on credit line, long- term borrowings and obligations 0 (33,786) under capital leases Purchase of Treasury Stock (368,412) 0 Transfers to ESOP Plan 9,794 0 ----- - Net cash used by financing activities (358,618) (33,786) --------- -------- Increase (Decrease) in cash and cash equivalents (182,547) 370,294 Cash and cash equivalents at beginning of period 1,103,325 733,031 --------- ------- Cash and cash equivalents at end of period $920,778 $1,103,325 ======== ========== The Accompanying Notes are an Integral Part of the Financial Statements RECONDITIONED SYSTEMS, INC. STATEMENTS OF CASH FLOWS (Continued) For the Year Ended March 31, 2000 and 1999 2000 1999 ---- ---- Reconciliation of Net Income to Net Cash Provided by Operating Activities: Net Income $701,046 $1,050,816 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 84,816 48,790 Provision for doubtful accounts (5,000) 1,000 Loss on disposal of fixed assets 0 355 Non-cash portion of severance charges (Note 7) 80,484 0 Changes in assets and liabilities: Accounts receivable (358,269) (730,760) Inventory (281,551) 15,636 Prepaid expenses and other assets (28,988) (11,548) Accounts payable and accrued expenses 170,628 133,555 ------- ------- Net cash provided by operating activities $363,166 $507,844 ======== ======== Non-Cash Investing and Financing Activities: During the years ended March 31, 2000 and 1999, 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 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 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 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 receivable. At March 31, 2000 and 1999, the Company has established an allowance for doubtful accounts in the amount of $26,000 and $31,000, 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, 2000 and 1999, the Company had established a reserve for damaged and obsolete inventory in the amounts of $50,000 and $100,000, 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 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 year ended March 31, 2000, 3,868 shares were issued to employees under the Plan. 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. ------------------------------------------------------------------------------- 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, 2000, the Company had approximately $960,170 of uninsured cash. In addition, the Company specializes in remanufacturing one particular original 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, 2000 March 31, 1999 -------------- -------------- Carrying Carrying Amount Fair Value Amount Fair Value -------- ---------- --------- ---------- Cash and cash equivalents $920,778 $920,778 $1,103,235 $1,103,235 The carrying amount approximates fair value of cash and short-term instruments. The fair values 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 - Officer -------------------------------------------------------------------------------- As of March 31, 2000, the Company had a 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. -------------------------------------------------------------------------------- Note 5. Property and Equipment -------------------------------------------------------------------------------- Property and equipment by major classifications are as follows: March 31, 2000 1999 ---- ---- Office furniture and equipment $271,255 $258,840 Machinery and equipment 121,327 233,996 Leasehold improvements 34,612 42,304 Vehicles 36,922 36,054 Showroom furniture 21,512 0 ---------- --------- 485,628 571,194 Accumulated depreciation (223,085) (382,021) ---------- --------- $262,543 $189,173 ======== ======== Depreciation expense for the years ended March 31, 2000 and 1999 totaled $80,259 and $48,790, respectively. -------------------------------------------------------------------------------- Note 6. Pledged Assets and Line of Credit -------------------------------------------------------------------------------- As of March 31, 2000, 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. 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, 2000, 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. 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, of which $292,984 was charged in the second fiscal quarter and $40,000 was charged in the fourth fiscal quarter. Confidentiality provisions in the settlement with Mr. Collignon prevent the Company from disclosing any further details regarding this transaction. -------------------------------------------------------------------------------- Note 8. 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 --------- ------ 2001 $332,489 2002 356,884 2003 363,852 2004 370,995 2005 378,137 Subsequent 417,436 ------- $2,219,793 ========== Rent expense under operating lease agreements for the years ended March 31, 2000 and 1999 was approximately $336,000 and $285,500, respectively. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued -------------------------------------------------------------------------------- Note 9. Income Taxes -------------------------------------------------------------------------------- Deferred tax assets consist of the following components: March 31, 2000 March 31, 1999 -------------- -------------- Deferred tax assets: State loss carryforwards $ 8,000 $72,000 Federal loss carryforwards 105,000 338,000 ------- ------- 113,000 410,000 Less: valuation allowance (113,000) (410,000) --------- --------- $ 0 $ 0 ========== ========= The Company's income tax provisions differ from the amount computed by applying the federal statutory income tax rate to income before taxes. A reconciliation to the statutory federal income tax rate is as follows: March 31, 2000 March 31, 1999 -------------- -------------- Income tax at statutory effective rate $238,000 $412,761 Adjustments: NOL Carryforward (238,000) (412,761) --------- --------- $ 0 $ 0 ========== ========= The Company's approximate net operating loss carryforwards and their respective expiration dates, are as follows: Amount Expiration ------ ---------- Federal $299,000 2011 State $ 99,000 2001 Based on recent taxable income levels, the Company's net operating loss carryforwards may not be sufficient to fully offset income in future periods, in which case the Company would begin to incur income tax expense. -------------------------------------------------------------------------------- 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. 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. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 10. 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, 1999 and 2000: Weighted Average Number of Options Exercise Price ----------------- ---------------- Outstanding as of April 1, 1998 300,000 $1.00 Granted 8,400 3.00 Exercised 0 0 - - Outstanding as of March 31, 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 ======= ===== Information relating to the stock options at March 31, 2000, summarized by exercise price, is as follows: OUTSTANDING EXERCISABLE ----------- ----------- Weighted Average Weighted Average ---------------- ---------------- Remaining Life Exercise Exercise Shares (Years) Price Shares Price ------ ------- -------- ------ -------- 6,300 4.0 $3.00 0 - 200,000 6.39 $1.00 200,000 $1.00 8,907 7.25 $2.63 4,000 $2.63 ----- ---- ----- ----- ----- 215,207 6.36 $1.13 204,000 $1.03 ======= ==== ===== ======= ===== 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 years ended March 31, 1999 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, 2000 March 31, 1999 -------------- -------------- Net income: As reported $701,046 $1,050,816 Pro forma 692,046 1,039,245 Earnings per share: Basic: As reported $ 0.51 $0.71 Pro forma 0.50 0.71 Diluted: As reported $ 0.46 $0.62 Pro forma 0.45 0.62 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 2000 and 1999: expected life of options of 7.25 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 2000 and 1999 was approximately $1.47 and $3.00, respectively. RECONDITIONED SYSTEMS, INC. Notes to Financial Statements (Continued) -------------------------------------------------------------------------------- Note 11. Earnings Per Share -------------------------------------------------------------------------------- For the years ended March 31, 2000 and 1999, 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, 2000 1999 ---- ---- Basic EPS Net Income $701,046 $1,050,816 ======== ========== Weighted average number of shares outstanding 1,372,935 1,473,880 Basic earnings per share $0.51 $0.71 ===== ===== Diluted EPS Net Income $701,046 $1,050,816 ======== ========== Weighted average number of shares outstanding 1,372,935 1,473,880 Effect of dilutive securities: Stock options 161,116 223,472 ------- ------- Total common shares + assumed conversions 1,534,051 1,697,352 Diluted earnings per share $0.46 $0.62 ===== ===== -------------------------------------------------------------------------------- Note 12. Terminated Merger Costs -------------------------------------------------------------------------------- During the fiscal year ended March 31, 1999, the Company 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"). CNI terminated the Merger Agreement in February 1999. As of March 31, 1999, the Company had incurred $50,588 in expenses related to the terminated merger. -------------------------------------------------------------------------------- Note 13. Subsequent Event -------------------------------------------------------------------------------- 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 ther 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 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. Date: August 24, 2001 /s/ Scott W. Ryan -------------------------- Scott W. Ryan, Chairman of the Board Date: August 24, 2001 /s/ Dirk D. Anderson ----------------------------- Dirk D. Anderson, Chief Executive Officer and President (Principal Accounting Officer)