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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

For the Quarterly Period Ended December 31, 1999

or

|/ / | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|--- | ---------------------------------------------------------------

For the Transition Period From  to

Commission file number 0-19688

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DESTRON FEARING CORPORATION(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization) |  | 84-1079037(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

490 Villaume Avenue
South St. Paul, MN 55075
(651) 455-1621(Address of principal executive offices)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 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 / /

As
of January 10, 2000, there were 13,489,797 outstanding shares of Common Stock.

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## 

DESTRON FEARING CORPORATION

FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1999

INDEX

|                                                                                             |  | Page
|-------------------------------------------------------------------------------------------- |  | ----
|PART IFINANCIAL INFORMATION                                                                 |  |     
|Item 1Financial Statements                                                                  |  | 3   
|Item 2Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 9   
|PART IIOTHER INFORMATION                                                                    |  |     
|Item 1Legal Proceedings                                                                     |  | 12  
|Item 6Exhibits and Reports on Form 8-K                                                      |  | 13  
|Signatures                                                                                   |  | 14  



## 

PART 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

DESTRON FEARING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

DECEMBER 31, 1999 AND SEPTEMBER 30, 1999
(in thousands, except share and per share amounts)

|                                                                                                     |  | December 31
1999 |         | September 30
1999 |  
|---------------------------------------------------------------------------------------------------- |  | ---------------- | ------- | ----------------- | -
|ASSETS                                                                                               | 
|CURRENT ASSETS:                                                                                      |  |                  |         |                   |  
|Cash and cash equivalents                                                                            |  | $                | 1,549   |                   | $
|Accounts receivable, net                                                                             |  |                  | 1,643   |                   |  
|Inventories, net                                                                                     |  |                  | 4,169   |                   |  
|Vendor deposits                                                                                      |  |                  | 623     |                   |  
|Prepaid expenses and other current assets                                                            |  |                  | 101     |                   |  
|                                                                                                     |  |                  |         |                   |  
|Total current assets                                                                                 |  |                  | 8,085   |                   |  
|PROPERTY AND EQUIPMENT, net                                                                          |  |                  | 1,752   |                   |  
|GOODWILL, net                                                                                        |  |                  | 1,812   |                   |  
|OTHER ASSETS, net                                                                                    |  |                  | 122     |                   |  
|                                                                                                     |  |                  |         |                   |  
|                                                                                                     |  | $                | 11,771  |                   | $
|                                                                                                     |  |                  |         |                   |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                 | 
|CURRENT LIABILITIES:                                                                                 |  |                  |         |                   |  
|Accounts payable                                                                                     |  | $                | 903     |                   | $
|Accrued liabilities                                                                                  |  |                  | 592     |                   |  
|Current portion of long-term obligations                                                             |  |                  | 595     |                   |  
|                                                                                                     |  |                  |         |                   |  
|Total current liabilities                                                                            |  |                  | 2,090   |                   |  
|LONG TERM OBLIGATIONS,                                                                               |  |                  |         |                   |  
|net of current portion                                                                               |  |                  | 680     |                   |  
|                                                                                                     |  |                  |         |                   |  
|Total liabilities                                                                                    |  |                  | 2,770   |                   |  
|                                                                                                     |  |                  |         |                   |  
|SHAREHOLDERS' EQUITY:                                                                                |  |                  |         |                   |  
|Common stock, $.01 par value; 20,000,000 shares authorized; 13,490,000 shares issued and outstanding |  |                  | 135     |                   |  
|Common stock warrants                                                                                |  |                  | 100     |                   |  
|Additional paid-in capital                                                                           |  |                  | 19,933  |                   |  
|Accumulated deficit                                                                                  |  |                  | (11,167 | )                 |  
|                                                                                                     |  |                  |         |                   |  
|Total shareholders' equity                                                                           |  |                  | 9,001   |                   |  
|                                                                                                     |  |                  |         |                   |  
|                                                                                                     |  | $                | 11,771  |                   | $
|                                                                                                     |  |                  |         |                   |  

The
accompanying notes are an integral part of these consolidated financial statements.



## 

DESTRON FEARING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (in thousands, except per share amounts)

|                                                                 |  | Three Months Ended December 31
|---------------------------------------------------------------- |  | ------------------------------
|
|NET SALES                                                        |  | $                             
|COSTS AND EXPENSES:                                              |  |                               
|Cost of sales                                                    |  |                               
|Selling, general and administrative                              |  |                               
|Research and development                                         |  |                               
|Interest expense and other                                       |  |                               
|                                                                 |  |                               
|Total costs and expenses                                         |  |                               
|INCOME BEFORE INCOME TAXES                                       |  |                               
|PROVISION FOR INCOME TAXES                                       |  |                               
|                                                                 |  |                               
|NET INCOME                                                       |  | $                             
|                                                                 |  |                               
|BASIC AND DILUTED NET INCOME PER COMMON SHARE                    |  | $                             
|                                                                 |  |                               
|WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING |  |                               
|Basic                                                            |  |                               
|                                                                 |  |                               
|Diluted                                                          |  |                               
|                                                                 |  |                               

The
accompanying notes are an integral part of these consolidated financial statements.



## 

DESTRON FEARING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
(in thousands)

|                                                                              |  | Three Months Ended December 31 |      
|----------------------------------------------------------------------------- |  | ------------------------------ | -----
|
|OPERATING ACTIVITIES:                                                         |  |                                |      
|Net income                                                                    |  | $                              | 551  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                                |      
|Depreciation and amortization                                                 |  |                                | 133  
|Changes in operating items:                                                   |  |                                |      
|Accounts receivable                                                           |  |                                | 114  
|Inventories                                                                   |  |                                | (342 
|Vendor deposits                                                               |  |                                | 42   
|Prepaid expenses and other current assets                                     |  |                                | 1    
|Accounts payable and accrued liabilities                                      |  |                                | 229  
|                                                                              |  |                                |      
|Net cash provided by (used in) operating activities                           |  |                                | 728  
|INVESTING ACTIVITIES:                                                         |  |                                |      
|Purchases of fixed assets                                                     |  |                                | (51  
|                                                                              |  |                                |      
|Net cash used in investing activities                                         |  |                                | (51  
|FINANCING ACTIVITIES:                                                         |  |                                |      
|Repayments of long-term obligations                                           |  |                                | (184 
|Net borrowings on bank line of credit                                         |  |                                |     
|Issuance of common stock                                                      |  |                                | 29   
|                                                                              |  |                                |      
|Net cash provided by (used in) financing activities                           |  |                                | (155 
|                                                                              |  |                                |      
|NET CHANGE IN CASH                                                            |  |                                | 522  
|CASH, beginning of period                                                     |  |                                | 1,027
|                                                                              |  |                                |      
|CASH, end of period                                                           |  | $                              | 1,549
|                                                                              |  |                                |      
|SUPPLEMENTAL CASH FLOW INFORMATION:                                           |  |                                |      
|Interest paid                                                                 |  | $                              | 27   
|                                                                              |  |                                |      

The
accompanying notes are an integral part of these consolidated financial statements.



## 

DESTRON FEARING CORPORATION AND SUBSIDIARIES       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       DECEMBER 31,
 1999 AND 1998       (unaudited)

1. GENERAL

The
information included in the accompanying consolidated interim financial statements is unaudited and should be read in conjunction with the audited consolidated financial
statements and notes thereto contained in the most recent Annual Report on Form 10-K filed for Destron Fearing Corporation and its subsidiaries (collectively, the "Company"). In the
opinion of management, all adjustments, consisting of normal recurring items, necessary for a fair presentation of the financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

2. INVENTORIES

Inventories
are valued at the lower of first in, first out, cost or market, and consist of the following (in thousands):

|                  |  | Dec 31, 1999 |       | Sept 30, 1999
|----------------- |  | ------------ | ----- | -------------
|Raw materials     |  | $            | 3,085 |              
|Finished goods    |  |              | 1,084 |              
|                  |  |              |       |              
|Total inventories |  | $            | 4,169 |              
|                  |  |              |       |              

3. NET INCOME PER COMMON SHARE

Net
income per common and common equivalent share is based on the weighted average number of common and common equivalent shares outstanding for the period. Common equivalent shares
consist primarily of stock options granted to employees, directors and others, and outstanding warrants. The Company calculates earnings per share ("EPS") in accordance with the requirements of
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share." Basic EPS is computed by dividing net income by the weighted average number of shares of common stock
outstanding during the
period, excluding potentially dilutive securities. Diluted EPS is calculated using the treasury stock method and reflects the dilutive effect of outstanding options, warrants and other securities.

A
reconciliation of EPS calculations under SFAS No. 128 is as follows for the three months ended December 31 (in thousands, except per share amounts).

|                                                                                             |  | Three Months Ended December 31
|-------------------------------------------------------------------------------------------- |  | ------------------------------
|
|Net income                                                                                   |  | $                             
|                                                                                             |  |                               
|Weighted average number of common shares outstanding                                         |  |                               
|Dilutive effect of stock options and warrants after application of the treasury stock method |  |                               
|                                                                                             |  |                               
|                                                                                             |  |                               
|                                                                                             |  |                               
|Basic and diluted net income per common share                                                |  | $                             
|                                                                                             |  |                               

4. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENT

In
June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 requires
that changes in the fair value of derivative instruments be recognized currently in earnings, unless specific hedge accounting criteria are met. SFAS No. 133, as amended, will be effective for
the Company on October 1, 2000. The Company is currently evaluating the impact of SFAS No. 133, but does not believe it will have a significant effect on its financial position or
results of operations.

5. DEBT RESTRUCTURING

In
June 1997, the Company completed an agreement with a vendor whereby $2,290,000 of a trade payable was converted into an unsecured term note. At September 30, 1998,
the Company was in default on certain payment terms of this note.

In
March 1999, the Company completed a restructuring of this note whereby the vendor assigned the note to a third party. Effective March 1, 1999, the new noteholder
agreed to a reduction of the principal to $1,529,000 to reflect a 35% discount, with interest at 9.25% and monthly payments of $50,000 through January 2002. In connection with this
restructuring, the Company granted warrants to the new noteholder to purchase 275,000 shares of the Company's common stock at $1.00 per share. The warrants are exercisable at any time through
March 15, 2004. The warrants were recorded at their estimated fair value of $100,000 as of the date of issuance.

In
accordance with the requirements of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings," the Company recorded a net extraordinary gain on
restructuring of $472,000.

In
May 1999, the Company made an additional $600,000 cash payment against the principal of the note.

6. SEGMENT DISCLOSURES

In
fiscal year 1999, the Company adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 requires the disclosure of
certain information about operating segments in financial statements. The Company's reportable segments are based on the Company's method of internal reporting, which generally segregates the
strategic business units into two segments: radio frequency identification (RFID), consisting primarily of the Company's electronic transponder identification technology sales, and visual
identification, whereby the Company manufactures and sells animal identification tags. Segment information included in the accompanying

consolidated balance sheets as of December 31, 1999 and September 30, 1999 and in the consolidated statements of operations for the three months ended December 31, 1999 and 1998
is as follows:

|                                  |  | Radio
Frequency
Identification |       | Visual
Identification |   | Corporate(a) |  | Total
|--------------------------------- |  | ------------------------------ | ----- | --------------------- | - | ------------ |  | -----
|3 Months ended 12/31/99           |  |                                |       |                       |   |              |  |      
|Net sales                         |  | $                              | 2,828 |                       | $ | 1,355        |  |      
|Income (loss) before income taxes |  |                                | 757   |                       |   | 291          |  | (484 
|Identifiable assets               |  |                                | 5,700 |                       |   | 4,066        |  | 2,005
|3 Months ended 12/31/98           |  |                                |       |                       |   |              |  |      
|Net sales                         |  | $                              | 2,543 |                       | $ | 1,519        |  |      
|Income (loss) before income taxes |  |                                | 595   |                       |   | 270          |  | (626 
|Identifiable assets               |  |                                | 7,309 |                       |   | 4,255        |  | 700  

---

7. LEGAL PROCEEDINGS

Colorado Patent Actions

On
January 29, 1996, the Company prevailed in a patent infringement trial against four competitors in the United States District Court of Colorado. (The patent involved was
No. 5,211,129, which relates to the Company's injectable transponder technology.) The judgment included an award of damages and a permanent injunction against the four competitors. The judgment
is now final.

On
February 9, 1998, the District Court Judge issued an Order finding two of the defendants in contempt of the permanent injunction and awarded the Company damages due to the
contempt.

On
January 23, 1998, the Company filed a second Motion for Contempt against certain of these defendants. On April 23, 1998 the Magistrate Judge entered a recommendation
that the defendants be held in contempt a second time, based upon their manufacture, use and sale of the ID-100 Zip Quill transponder product and based upon their offer to sell
transponders to the Denver Metro Microchip Committee. On March 18, 1999, the District Court adopted the recommendation of the Magistrate Judge as to the Denver Metro Microchip Committee
solicitation, but also concluded that the defendants' manufacture, use and sale of the ID-100 Zip Quill transponder product was not a contemptuous act and that the Company would need to
initiate a new infringement action against the defendants regarding this product. On April 15, 1999, the Company appealed the District Court's decision as to the Zip Quill product. This appeal
is fully briefed and oral argument is scheduled for February 9, 2000. As to the finding of contempt regarding the Denver Metro Microchip Committee, on December 10, 1999, the District
Court awarded double damages to the Company in the amount of $31,471.54 and ordered the defendants to pay this amount within ninety days.

Minnesota Patent Actions

On
April 21, 1997, four plaintiffs (including three competitors found to be willful infringers in the Colorado patent infringement trial) filed a lawsuit against the Company
and Schering-Plough and another of the Company's competitors in the United States District Court for the District of Minnesota. The plaintiffs allege that the defendants participated in unfair
competition, breached an oral agreement and infringed on three of the plaintiffs' United States patents and requested that the Court award compensatory and treble damages of an unspecified amount.

On
May 16, 1997, the plaintiffs amended the lawsuit and, in their complaint as amended, allege patent infringement, false advertising, unfair competition and attempted
monopolization on the part of the Company, among other matters, stemming from the ISO standards. This lawsuit has been stayed by agreement of all parties pending the outcome of the appeal of the
Colorado action.

Although
the appeal in the Colorado action has been completed and the judgment in the Colorado action is final, the plaintiffs in the Minnesota litigation have not elected to vacate
the stay, and hence the Minnesota action remains inactive.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Net income for the first quarter of fiscal year 2000 was $551,000 compared to $239,000 in the prior year's first quarter. The increase in net income for the
quarter was primarily the result of improved margins in both the electronic and visual identification product segments.

Net
sales for the quarter ended December 31, 1999 of $4,183,000 were 3% higher than the $4,062,000 reported for the comparable quarter of last year. In the first quarter of
fiscal 2000, electronic product sales grew 11% compared to the same quarter last year primarily due to increased sales in the
companion animal markets. Visual identification product revenue decreased 11% from the comparable quarter of fiscal 1999 due to a reallocation of a large customer's purchases to later quarters.

Cost
of sales were $2,525,000 for the first quarter of fiscal 2000 compared to $2,631,000 for the first quarter of fiscal 1999. Gross profit margin for the first quarter was 40%
compared to 35% for the same quarter in fiscal 1999. Gross margins continue to improve due to a favorable product sales mix and improved operating efficiencies.

Selling,
general and administrative expenses for the first quarter of fiscal 2000 were $867,000, equal to the first quarter of fiscal 1999. Research and development expense of
$226,000 in the first quarter of 2000 was up 23% over last year's first quarter. The higher research and development expense was due to increased use of outside consultants to support new product
development activities.

Interest
and other of $1,000 in the first quarter of fiscal 2000 was $141,000 lower than the first quarter of fiscal 1999 due to significantly lower interest expense resulting from
lower debt levels.



The
Company derives a significant portion of its revenue from export sales. The gross profit and cash requirements of these sales do not vary materially from the requirements of its
domestic sales.

Liquidity and Capital Resources

Historically, the Company has utilized financing sources such as public and private equity offerings and borrowings from financial institutions and individual
investors to fund its operating activities. The Company believes that its cash on hand at December 31, 1999 and funds available under its existing credit agreement combined with funds generated
by operations will provide the Company with adequate liquidity and capital resources for working capital and other cash requirements for at least the next twelve months. Also see discussion below
regarding additional liquidity and cash flow considerations.

However,
the information set forth in the preceding paragraph is forward-looking information. Therefore, if, for any reason (including, without limitation, those described below), the
Company's operations require more capital than anticipated, revenues do not reach anticipated levels, or cash flow needs are greater than planned, the Company may need additional financing in order to
maintain its operations. There can be no assurance that the Company would be able to obtain any required additional financing when needed or that such financing, if obtained, would be on terms
favorable or acceptable to the Company. If the Company was unable to obtain additional financing when needed and under acceptable conditions, it would be required to significantly scale back plans for
growth and perhaps reduce the scope of its operations. Factors that may affect the Company's revenues, use of capital, expenses and/or cash flow, and that would cause actual results to differ
materially from those anticipated include, but are not limited to, the introduction of competing products with performance equivalent to or exceeding that of the Company's products, a claim (whether
or not successfully made) that the Company's products infringe a patent held by another company or individual, any performance problems involving the Company's products, changes in technology that
could cause the Company's products to become obsolete, the departure of key members of management and/or key employees, regulatory requirements that would make the Company's products difficult or
uneconomical to produce, and general economic conditions.

The
Company's operating activities provided net cash of $728,000 during the quarter ended December 31, 1999, principally relating to net income of $551,000, depreciation and
amortization of $133,000, an increase in accounts payable and accrued liabilities of $229,000, and a net decrease in receivables of $114,000, which were offset in part by a net increase in inventories
of $342,000.

The
Company's investing activities used $51,000 for the purchase of fixed assets during the first quarter of fiscal 2000.

Destron's
financing activities used net cash of $155,000 during the first quarter of fiscal 2000. The funds were used primarily to reduce long term debt obligations and were provided
by cash flow from operations.

As
of December 31, 1999, the Company had net working capital of $5,995,000, compared to $5,449,000 at September 30, 1999. The Company's balance sheet as of
December 31, 1999 reflected a current ratio of 3.9 to 1.

The
Company has a $3,000,000 revolving credit facility with Coast Business Credit, a division of Southern Pacific Thrift and Loan Association of Los Angeles, California. The credit
facility is secured
by all of the Company's receivables, inventories, investment property, equipment and general intangibles, as defined in the agreement. Borrowings under the facility are payable on demand and are
limited to a portion of eligible accounts receivable and inventories, as defined in a borrowing formula in the agreement. The agreement has been renewed through June 30, 2001, with provisions
for extensions of the maturity date. Interest on the credit facility is paid monthly at a rate equal to the

greater of 8% per annum or prime plus 13/4%. At December 31, 1999, the Company had no outstanding borrowings under the facility and had a maximum availability under the borrowing
formula of $2,041,000.

In
June 1997, the Company completed an agreement with a vendor whereby $4,290,000 of a trade payable was converted into a promissory note. In March 1999, the note was
restructured, with a $472,000 extraordinary gain recorded in the second quarter of fiscal 1999. In May 1999, the Company made a one-time payment of $600,000 to further accelerate
payment of the note. The Company plans to continue making monthly payments of $50,000 until the restructured note is paid in full in November 2000. While management believes that this
restructuring will improve the Company's ability to meet its ongoing cash flow requirements in the foreseeable future, there can be no assurance in this regard.

YEAR 2000

During fiscal 1997 and 1998, the Company undertook a comprehensive review of its computer systems and related software to ensure that all systems would
properly recognize Year 2000 and continue to process data. The review encompassed information technology systems, significant third party relationships and manufactured product lines.

Based
upon this internal assessment, the Company upgraded major portions of its information systems during the first quarter of fiscal 1998 to ensure Year 2000 compliance, and has not
experienced any significant Year 2000 related issues through the filing date of this report on Form 10-Q. The cost of evaluating and replacing certain business systems did not have
a significant impact on the Company's results of operations. The cost of approximately $100,000 was funded through operating cash flows. These costs were attributable primarily to the purchase of new
software and equipment and were expensed or capitalized on a basis consistent with the Company's accounting policies for capital assets.

The
Company evaluated the Year 2000 preparedness of its customers, suppliers and service providers by soliciting representations and assurances from such third parties. Through the
date of this report on Form 10-Q, the Company has not experienced any significant difficulties with these third parties. However, if these parties do experience future Year 2000
compliance issues, the Company's business, financial condition and results of operations could be adversely affected. With regard to its manufactured electronic products, the Company continues to
believe that its embedded technologies are Year 2000 compliant.

The
Company has prepared contingency plans to address any remaining exposures to year 2000 matters. There can be no assurance that these plans will successfully mitigate any residual
Year 2000 risks.

Forward-Looking Information

The information set forth in the preceding paragraphs and certain areas elsewhere in this Form 10-Q contains forward-looking information.
Therefore, if, for any reason (including, without limitation, those described below), the Company's operations require more capital than anticipated, revenues do not
reach anticipated levels, or cash flow needs are greater than planned, the Company may need additional financing in order to maintain its operations. There can be no assurance that the Company would
be able to obtain any required additional financing when needed or that such financing, if obtained, would be on terms favorable or acceptable to the Company. If the Company was unable to obtain
additional financing when needed and under acceptable conditions, it would be required to significantly scale back plans for growth and perhaps reduce the scope of its operations. Factors that may
affect the Company's revenues, use of capital, expenses and/or cash flow, and that would cause actual results to differ materially from those anticipated include, but are not limited to, the
introduction of competing products with performance equivalent to or exceeding that of the Company's products, a claim (whether or not successfully made) that the Company's products infringe a patent
held by another company or individual, any performance problems involving the Company's products, changes in technology that could cause the Company's products to become obsolete, the departure of key
members of management and/or key employees, regulatory requirements that would make the Company's products difficult or uneconomical to produce, and general economic conditions.



## 

PART II. OTHER INFORMATION

Item 1.    Legal Proceedings

Colorado Patent Actions

On January 29, 1996, the Company prevailed in a patent infringement trial against four competitors in the United States District Court of Colorado. (The
patent involved was No. 5,211,129, which relates to the Company's injectable transponder technology.) The judgment included an award of damages and a permanent injunction against the four
competitors. The judgment is now final.

On
February 9, 1998, the District Court Judge issued an Order finding two of the defendants in contempt of the permanent injunction and awarded the Company damages due to the
contempt.

On
January 23, 1998, the Company filed a second Motion for Contempt against certain of these defendants. On April 23, 1998 the Magistrate Judge entered a recommendation
that the defendants be held in contempt a second time, based upon their manufacture, use and sale of the ID-100 Zip Quill transponder product and based upon their offer to sell
transponders to the Denver Metro Microchip Committee. On March 18, 1999, the District Court adopted the recommendation of the Magistrate Judge as to the Denver Metro Microchip Committee
solicitation, but also concluded that the defendants' manufacture, use and sale of the ID-100 Zip Quill transponder product was not a contemptuous act and that the Company would need to
initiate a new infringement action against the defendants regarding this product. On April 15, 1999, the Company appealed the District Court's decision as to the Zip Quill product. This appeal
is fully briefed and oral argument is scheduled for February 9, 2000. As to the finding of contempt regarding the Denver Metro Microchip Committee, on December 10, 1999, the District
Court awarded double damages to the Company in the amount of $31,471.54 and ordered the defendants to pay this amount within ninety days.

Minnesota Patent Actions

On April 21, 1997, four plaintiffs (including three competitors found to be willful infringers in the Colorado patent infringement trial) filed a
lawsuit against the Company and Schering-Plough and another of the Company's competitors in the United States District Court for the District of Minnesota. The plaintiffs allege that the defendants
participated in unfair competition, breached an oral agreement and infringed on three of the plaintiffs' United States patents and requested that the Court award compensatory and treble damages of an
unspecified amount.

On
May 16, 1997, the plaintiffs amended the lawsuit and, in their complaint as amended, allege patent infringement, false advertising, unfair competition and attempted
monopolization on the part of the Company, among other matters, stemming from the ISO standards. This lawsuit has been stayed by agreement of all parties pending the outcome of the appeal of the
Colorado action.

Although
the appeal in the Colorado action has been completed and the judgment in the Colorado action is final, the plaintiffs in the Minnesota litigation have not elected to vacate
the stay, and hence the Minnesota action remains inactive.

|Item 6. |  | Exhibits and Reports on Form 8-K
|------- |  | --------------------------------
|        |  | a.                              
|        |  |                                 
|        |  |                                 
|        |  |                                 
|        |  |                                 
|        |  |                                 
|        |  | b.                              
|        |  |                                 
|        |  |                                 



## 

SIGNATURES

In accordance with 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 thereunto duly authorized.

|       |  |                  |  | DESTRON FEARING CORPORATION(Registrant)
|------ |  | ---------------- |  | ---------------------------------------
|Dated: |  | February 1, 2000 |  | By:                                    



## QuickLinks

INDEX

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (in thousands, except per share amounts)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

DESTRON FEARING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 AND 1998 (unaudited)

PART II. OTHER INFORMATION

SIGNATURES