-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, El0pSdacCPhcBYydPDgge/aj5jUec2Ob9gmRxpMxEqFU3i2e2agHsrXWyLcPshUc 0D2cIL1P90RCXR/uFTA1Bg== 0000098618-96-000006.txt : 19960216 0000098618-96-000006.hdr.sgml : 19960216 ACCESSION NUMBER: 0000098618-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALANCO ENVIRONMENTAL RESOURCES CORP CENTRAL INDEX KEY: 0000098618 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 860220694 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09347 FILM NUMBER: 96517447 BUSINESS ADDRESS: STREET 1: 151 SOUTH MAIN STREET STREET 2: STE 200 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8015327776 MAIL ADDRESS: STREET 1: 4110 N SCOTTSDALE ROAD STREET 2: SUITE 200 CITY: SCOTTSDALE STATE: AZ ZIP: 85251 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO RESOURCES CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ALANCO LTD DATE OF NAME CHANGE: 19901004 FORMER COMPANY: FORMER CONFORMED NAME: TOMBSTONE MINERAL RESERVES INC DATE OF NAME CHANGE: 19801106 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of The Securities and Exchange Act of 1934 For the quarter ended........................... December 31,1995 Commission file number.....................................0-9347 ALANCO ENVIRONMENTAL RESOURCES CORPORATION (formerly known as Alanco Resources Corporation) (Exact name of registrant as specified in its charter) Arizona 86-0220694 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4110 North Scottsdale Road, Suite 200, Scottsdale, Arizona 85251 (Address of principal executive office) (Zipcode) (602) 874-0448 (Registrant's telephone number, including area code) Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES XX NO As of December 31, 1995 there were 32,048,371 shares of common stock outstanding. ALANCO ENVIRONMENTAL RESOURCES CORPORATION INDEX Page Number PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements Consolidated Balance Sheets December 31, 1995 (unaudited) and June 30, 1995 (audited)................ 3-4 Consolidated Statements of Operations For the three months ended December 31, 1995 and 1994 (unaudited).......... 5 Consolidated Statements of Operations For the six months ended December 31, 1995 and 1994 (unaudited).......... 6 Consolidated Statements of Shareholders' Equity for the six months ended December 31, 1995 and 1994 (unaudited). 7 Consolidated Statements of Cash Flows For the six months ended December 31, 1995 and 1994 (unaudited).......... 8-9 Notes to Consolidated Financial Statements (unaudited)................. 10-12 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................. 13 Part II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders..................................... 14 Item 6. Exhibits and Reports on Form 8-K............ 15 - 2 -
ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995 AND JUNE 30, 1995 December 31, 1995 June 30, 1995 (Unaudited) (Audited) -------------- -------------- ASSETS CURRENT ASSETS Cash $ 1,594,634 $ 607,411 Accounts receivable -net 622,159 480,838 Notes receivables 269,406 144,406 Receivable - other (note 3) 514,056 907,368 Inventory of finished and unfinished goods at lower of cost or market (note 2) 1,475,239 1,011,701 Marketable securities - 148,400 Prepaid expense 93,386 38,435 -------------- -------------- Total current assets 4,568,880 3,338,559 -------------- -------------- PROPERTY, PLANT AND EQUIPMENT Manufacturing facilities and property 1,689,944 1,676,247 Manufacturing equipment 977,483 1,000,427 Restaurant equipment 846,970 724,470 Furniture and equipment 512,527 386,600 Less accumulated depreciation (546,918) (394,436) -------------- -------------- Total property, plant and equipment 3,480,006 3,393,308 -------------- -------------- OTHER ASSETS Investment in restricted securities 100,000 100,000 Costs in excess of book value on acquisition of wholly owned subsidiaries less accumulated amortization of $ 315,793 at December 31, 1995 and $102,419 at June 30, 1995 6,082,411 6,295,784 Installment sale contract receivable 1,225,000 1,240,000 Patents, patents pending and patent application technology, less accumulated amortization of $93,738 at December 31, 1995 and $83,678 at June 30, 1995 199,173 121,647 Mineral properties and related assets Mineral properties, at cost 6,170,676 6,170,676 Mill and refinery, less accumulated depreciation of $407,886 at December 31, 1995 and $391,994 at June 30, 1995 280,810 296,702 Other mining equipment, less accumulated depreciation of $783,984 at December 31, 1995 and $758,783 at June 30, 1995 82,629 107,831 Other 152,729 151,345 -------------- -------------- Total other assets 14,293,428 14,483,985 -------------- -------------- TOTAL ASSETS $ 22,342,314 $ 21,215,852 ============== ============== See notes to consolidated financial statements
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ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1995 AND JUNE 30, 1995 December 31, 1995 June 30, 1995 (Unaudited) (Audited) -------------- -------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable, shareholders $ 49,042 $ 53,685 Current maturities of long-term liabilities 94,642 93,987 Accrued payroll taxes 130,056 141,500 Accounts payable 340,026 416,356 Accrued salaries, wages and commissions 89,334 69,173 Accrued liabilities 36,667 112,335 -------------- -------------- Total current liabilities 739,767 887,036 -------------- -------------- LONG-TERM LIABILITIES 405,406 463,834 -------------- -------------- Total liabilities 1,145,173 1,350,870 -------------- -------------- UNREALIZED INCOME ON INSTALLMENT SALES 957,587 969,104 -------------- -------------- REDEEMABLE PREFERRED STOCK, CLASS A Preferences established by the Board of Directors 5,000,000 shares at all periods presented, 26 shares, $20,000 par value, non-cumulative, voting issued and outstanding at December 31, 1995 and June 30, 1995 312,765 295,062 -------------- -------------- SHAREHOLDERS' EQUITY Preferred stock, Class B, cumulative, voting authorized 20,000,000 shares and none issued - - Common stock, no par value 100,000,000 shares authorized at all periods presented, issued and outstanding 32,048,371 at December 31, 1995 and 29,924,057 at June 30, 1995 (note 4) 50,406,461 47,885,245 Accumulated deficit (30,479,672) (29,284,429) -------------- -------------- Total Shareholders' Equity 19,926,789 18,600,816 -------------- -------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 22,342,314 $ 21,215,852 ============== ============== See notes to consolidated financial statements.
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ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER, 31, 1995 AND 1994 Three Months Ended December 31 (Unaudited) 1995 1994 -------------- ------------- REVENUES Environmental services $ - $ 107,000 Restaurant service 141,390 - Insurance adjusting 310,889 - Mining and mining services - - Manufacturing 741,487 644,492 All other 5,293 12,893 -------------- ------------- Total revenues 1,199,059 764,385 -------------- ------------- OPERATING EXPENSES Direct Service Environmental industry 115,255 381,912 Restaurant equipment and supply industry 86,235 - Insurance adjusting industry 133,411 - Mining industry 18,702 44,127 Manufacturing industry 450,602 651,963 General and administrative 840,639 149,909 Depreciation and amortization 265,063 98,515 -------------- ------------- Total operating expense 1,871,731 1,326,426 -------------- ------------- LOSS FROM OPERATIONS (672,672) (562,041) OTHER INCOME AND (EXPENSE) Interest Income 12,342 20,610 Interest Expense (28,497) (1,389) Other income (expense) (20,708) 50,460 Loss on disposal of security (28,010) - -------------- ------------- (78,089) 69,681 -------------- ------------- NET LOSS BEFORE EXTRAORDINARY ITEM (581,366) (492,360) EXTRAORDINARY ITEM Write-down of assets to reflect market value - (1,022,428) -------------- ------------- LOSS INCLUDING EXTRAORDINARY ITEM $ (736,564) $ (1,514,788) ============== ============= NET LOSS PER SHARE OF COMMON STOCK: Before extraordinary item $ (0.02) $ (0.02) Extraordinary item - (0.05) -------------- ------------- NET LOSS PER SHARE OF COMMON STOCK INCLUDING EXTRAORDINARY ITEM $ (0.02) $ (0.07) ============== ============= Weighted average number of shares outstanding during period 31,308,113 22,785,187 -------------- ------------- See notes to consolidated financial statements
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ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER, 31, 1995 AND 1994 (UNAUDITED) December 31 1995 1994 ------------- ------------- REVENUES Environmental services $ - $ 107,000 Restaurant service 314,109 - Insurance adjusting 606,297 - Mining and mining services - - Manufacturing 1,950,040 1,513,699 All other 10,725 28,953 ------------- ------------- Total revenues 2,881,171 1,649,652 ------------- ------------- OPERATING EXPENSES Direct Service Environmental industry 170,434 707,116 Restaurant equipment and supply industry 218,055 - Insurance adjusting industry 244,258 - Mining industry 32,893 150,138 Manufacturing industry 1,153,217 1,318,430 General and administrative 1,719,429 343,517 Depreciation and amortization 460,039 186,660 ------------- ------------- Total operating expense 3,998,325 2,705,861 ------------- ------------- LOSS FROM OPERATIONS (1,117,154) (1,056,209) ------------- ------------- OTHER INCOME AND (EXPENSE) Interest Income 17,007 54,734 Interest Expense (55,909) (2,804) Other income (expense) (11,177) 62,302 Loss on disposal of security (28,010) - ------------- ------------- (78,089) 114,232 ------------- ------------- LOSS BEFORE EXTRAORDINARY ITEM (1,195,243) (941,977) EXTRAORDINARY ITEM Write-down of assets to reflect market value - (1,022,428) ------------- ------------- LOSS INCLUDING EXTRAORDINARY ITEM $ (1,195,243) $ (1,964,405) ============= ============= LOSS PER SHARE OF COMMON STOCK Before extraordinary item $ (0.04) $ (0.04) Extraordinary item - (0.05) ------------- ------------- NET LOSS PER SHARE OF COMMON STOCK INCLUDING EXTRAORDINARY ITEM $ (0.04) $ (0.09) ============= ============= Weighted average number of shares outstanding during period (note 4) 30,806,371 22,739,006 See notes to consolidated financial statements
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ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY SIX MONTHS ENDED DECEMBER 31, 1994 AND 1995 (Unaudited) Common Stock Subscriptions Accumulated Shares Amount Receivable Deficit TOTAL ---------- ------------ ------------ -------------- -------------- Balances, Junes 30, 1994 22,687,487 $ 40,958,846 $ (100,000) $ (24,531,050) $ 16,327,796 Issued for the following: Cash 50,200 35,938 35,938 Asset acquisition 5,000 5,000 5,000 Services 5,000 5,000 5,000 Settlement of dispute 50,000 37,500 Write off subscription receivable (100,000) 100,000 Net loss (1,964,405) (1,964,405) ---------- ------------ ------------ -------------- -------------- Balances, December 31, 1994 22,797,687 $ 40,942,284 $ - $ (26,495,455) $ 14,446,829 ========== ============ ============ ============== ============== Common Stock Subscriptions Accumulated Shares Amount Receivable Deficit TOTAL ---------- ------------ ------------ -------------- -------------- Balances, June 30, 1995 29,924,057 $ 47,885,246 $ - $ (29,284,429) $ 18,600,817 Issued for the following (note 4): Cash 2,068,333 2,470,000 2,470,000 Services 2,231 2,500 2,500 Employee stock options 35,000 7,700 7,700 Acquisition of intellectual property 18,750 41,015 41,015 Net loss (1,195,243) (1,195,243) ---------- ------------ ------------ -------------- -------------- Balances, December 31, 1995 32,048,371 $ 50,406,461 $ - $ (30,479,672) $ 19,926,789 ========== ============ ============ ============== ============== See notes to consolidated financial statements
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ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994 (Unaudited) 1995 1994 -------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (1,195,243) $ (1,964,405) -------------- --------------- Adjustments to reconcile net loss tonet cash (used in) operating activities: Depreciation 236,469 178,877 Amortization 223,570 7,783 Loss on sale of assets 51,124 - Gain on sale of assets (730) (4,149) Stock issued for services 6,700 5,000 Imputed expense preferred stock 17,704 - Foregiveness of debt - (87,974) Extraordinary item - 1,022,428 Gain realized on installment sale contract (11,517) (7,678) Stock issued on settlement of dispute - 37,500 (Increase) Decrease in asset: Accounts receivable (141,321) (69,609) Notes and other receivables 18,312 492,062 Inventory (463,538) 187,929 Prepaid expenses (54,951) 21,279 Increase (Decrease) in liabilities: Accounts payable (76,330) (179,494) Notes payable-shareholders (4,643) - Advances from officers and directors - (13,484) Accrued liabilities and other (66,951) (72,265) -------------- --------------- Total adjustments (266,102) 1,518,205 -------------- --------------- Net cash (used in) operating activities (1,461,345) (446,200) -------------- --------------- CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment Restaurant equipment (122,500) - Manufacturing facility and equipment (46,044) (82,095) Furniture and equipment (146,231) (13,588) Additions to patent value (46,571) (16,812) Advances on note receivable (125,000) - Proceeds from sale of property, plant and equipment 13,917 7,483 Investment in PMM - (850,220) Proceeds form sale of securities 120,390 - Deposits and accrued interest (1,620) (4,495) Collection on installment sale 15,000 10,000 Collection on receivable-other (note 3) 375,000 - Net cash provided by (used in) investing activities $ 36,341 $ (949,727) -------------- --------------- See notes to consolidated financial statements
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ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 AND 1994 (Unaudited) 1995 1994 -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings $ - $ 39,220 Proceeds from exercise of stock options 3,500 - Payments on long term obligations (57,773) (13,000) Proceeds from sale of stock 2,470,000 35,938 -------------- -------------- Net cash provided by financing activities 2,412,227 62,158 -------------- -------------- (DECREASE) INCREASE IN CASH 987,223 (1,333,769) CASH AT BEGINNING OF PERIOD 607,411 1,935,915 -------------- -------------- CASH (OVERDRAFT) AT END OF PERIOD $ 1,594,634 $ 602,146 ============== ============== Supplemental disclosure of non-cash operating, investing and financing activities: Issuance of capital stock : Addition to manufacturing facility $ - $ 5,000 For services 6,700 - Acquisition of intellectual property 41,015 See notes to consolidated financial statements
- 9 - ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 (UNAUDITED) Note 1 - Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with Generally Accepted Accounting Principles for interim financial information and in accordance with the instructions to Form 10Q. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been condensed or omitted. These interim financial statements should be read in conjunction with the Company's June 30, 1995 Annual Report on Form 10K. In the opinion of management, the accompanying financial statements include all adjustments consisting of normal recurring accruals necessary to present fairly the financial position, results of operations, changes in shareholders equity and statements of cashflows as of December 31, 1995, and for all periods presented. The results of operations for the period ending December 31, 1995, are not necessarily indicative of the operating results to be expected for an entire year. All significant intercompany balances, transactions and stock holdings have been eliminated from the accompanying interim financial statements. Note 2 - Inventories Inventories have been recorded at the lower of cost or market. The composition of inventories as of December 31, 1995 and June 30, 1995 is listed below: December 31, 1995 June 30, 1995 ----------------- ------------- Raw materials $ 599,643 $ 583,164 Work in process 171,250 186,571 Finished goods 704,346 241,966 ------------- ------------- Total Inventories $ 1,475,239 $ 1,011,701 ============= ============= - 10 - ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 (UNAUDITED) Note 3 - Contingencies During the year ended June 30, 1995, the Company sold 86% of its interest in Phoenix Medical Management to Amarante Financial S.A., an unrelated third party. The terms of the sale provide for total payments of $870,000 beginning July 15, 1995, at the rate of $75,000 per month with a balloon payment of $495,000 due on December 15, 1995. As part of the negotiated acquisition of 70% of the outstanding stock of Phoenix Medical Management, the Company agreed to indemnify certain unrelated third parties against loss on their continuing guarantees on leased facilities and equipment valued at $1,159,826 and on a Note Payable to a prior Phoenix Medical Management shareholder which is due and payable no later than December 31, 1995, in the principal amount of $100,000. As part of the Company's sale of the majority of its interest in Phoenix Medical Management, the purchaser agreed to indemnify the Company against loss from these commitments and assumed the commitments under the contract sale agreement. As of December 31, 1995, the Company had collected $375,000 of the total outstanding amount of $870,000. Currently the debtor is in default on the $495,000 due December 15, 1995, and the above $100,000 Note Payable. Although negotiations are currently under way to remedy the default, there are no assurances that the Company will be successful in these negotiations. The Company has reached an agreement with the holder of the Note Payable and is making payments thereon. Note 4 - Shareholders' Equity and Loss Per Share During the six months ended December 31, 1995, the Company issued common stock for cash in the amount of $2,470,000. The restricted common shares were issued pursuant to exemption available under Section 4 of the Securities Act for a negotiated price on private placement agreements to several unrelated qualified investors. As of December 31, 1995, 500,000 shares valued at $600,000 remain outstanding on one private placement agreement. Under terms of that agreement, for each two shares purchased the buyer will receive one warrant for the purchase of an additional share of restricted common stock for $3, exercisable for - 11 - ALANCO ENVIRONMENTAL RESOURCES CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED DECEMBER 31, 1995 (UNAUDITED) Note 4 - Shareholders' Equity and Loss Per Share (cont.) a period of three years from the date of the subscription. As part of this agreement, the Company will issue a special warrant exercisable within 90 days of issuance at an exercise price of $1 per share. The number of warrants will be determined at the date of issuance based upon stock performance parameters which currently would have the Company issuing approximately 34,000 of these warrants as of February 6, 1996. The Company currently has two stock option plans in effect. Under the Officers and Directors Stock Option Plan, 1,000,000 shares have been authorized. The price of these options is to be determined by the Board of Directors at the time the option is granted. To date, options on 225,000 shares have been granted at an option price of $0.10 per share. At the Annual Shareholders Meeting December 16, 1995, the Shareholders approved the 1995 Incentive Stock Option Plan for key employees. Under the Plan, the Board of Directors may issue options to acquire up to 1,000,000 shares to key employees. For this plan, the number of shares subject to options granted to any one key employee shall not exceed 100,000 shares. The exercise price for options shall be set by the Administrative Committee but shall not be less than the fair market value of the shares on the date the option is granted. The Company is in the process of registering these securities according to the requirements of the Plan through a Form S-8 Registration Statement. The net loss per share has been calculated based on net losses for the periods divided by the weighted average number of shares of common stock outstanding during the periods presented. The potential issuance of additional shares through the exercise of stock warrants or options was not included in the calculations of average shares outstanding since the effect would be anti- dilutive. - 12 - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 1. Liquidity and Capital Resources. As of December 31, 1995, the Company's current assets exceeded current liabilities by $3,829,113, a ratio of six to one. The available cash of $1,594,634 represents 35% of total current assets. The Company also anticipates the receipt of $600,000 by February 29, 1996, from the issuance of common stock through an existing private placement subscription agreement. The Company believes that it has adequate liquidity to complete the sales promotion of the CDSI air pollution control equipment and the restaurant equipment lines. The insurance adjustment business segment is expanding through the use of cash generated from that business segment. The manufacturing business segment increased its cash position by $379,000 for the six months ended December 31, 1995. Management expects the manufacturing segment to generate all cash requirements internally. 2. Results of Operations. Revenues for the six months ended December 31, 1995, increased by $1,231,519. Of that increase, 35% was generated from the manufacturing segment though increased marketing efforts and the introduction of new product lines. The balance of the increase was generated in the restaurant service and insurance adjusting business segments which were not a part of the Company for the period ending December 31, 1994. Operating expenses increased with the addition of the new business segments and the development of the infrastructure necessary to maximize future operations. Additional efforts to promote the Company's products, Company recognition and market value increased general and administrative expense over the prior periods. Excluding the write-off for depreciation and amortization, loss from operations decreased from $869,549 to $657,115, a reduction of 24% for the six months ended December 31, 1995, when compared to the same period in 1994. 3. Other. The Company is currently seeking to dispose of its mining properties or to enter into joint venture agreements for the operation of the mining assets. Information packets have been prepared and distributed to various mining concerns soliciting their interest. Although, no negotiations are in process at this time, the company has received positive responses. - 13 - Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the Annual Shareholders' Meeting December 16, 1995, three (3) matters were brought to a vote of security holders. (a) The slate of eleven (11) directors, as nominated and contained in the proxy, was elected. The total number of shares represented in person or by proxy was 24,466,488. The following is a tabulation of votes cast for each director based upon cumulative voting: Harold S. Carpenter 30,174,064 Steven H. Davis 30,177,464 Kevin L. Jones 30,059,608 Larry G. Nelson 12,598,937 Robert J. Scannell 12,584,737 Peter D. Van Oosterhout 29,419,833 John Connelly 12,585,027 Bradley Gordon 30,168,764 Norman E. Meyer 30,376,464 James G. Ricketts 12,703,737 Dennis Schlegel 30,177,764 Shares voted against - not applicable Shares abstained - 1,685,329 Broker non-voted - 1,435,329 (b) A second matter brought to a vote was a nomination from the floor requesting that the Board of Directors consist of only five members. Management holding Proxies representing approximately fifty-percent (50%) of the shares entitled to vote abstained from the vote on the motion upon the instructions of the Board of Directors. The motion failed to pass as shown below: Votes for this motion 9,123,024 Votes against 3,207,979 Votes abstaining 12,135,511 Broker non-voted 1,435,329 Needed to pass 12,233,245 - 14 - Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (cont.) (c) The Key Employee Incentive Stock Option Plan was approved by the security holders. See Note 4. The result of the vote was as follows: Votes for Resolution 15,943,981 Votes against Resolution 8,347,233 Shares abstained 109,170 Broker non-votes 1,435,329 Item 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Exhibit (27) FINANCIAL DATA SCHEDULE (b) Reports on Form 8-K Report dated January 16, 1996, request for a Special Meeting of the Shareholders for the proposal of election of a Board of only five Directors. - 15 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized. ALANCO ENVIRONMENTAL RESOURCES CORPORATION (Registrant) John E. Haggar ---------------------------------- JOHN E. HAGGAR Treasurer Date: 2/13/96 -------------- - 16 - EX-27 2
5 6-MOS JUN-30-1996 DEC-31-1995 1594634 0 1405621 0 1475239 4568880 11752909 (1738788) 22342314 739767 405406 50406461 312765 0 (30479672) 22342314 2264149 2881171 1371272 3998325 39187 0 (55909) (1195243) 0 (1195243) 0 0 0 (1195243) (.04) (.04)
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