1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE
ACT
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 000-29211
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FLORIDA 65-0847852
- ------------------------------- ------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
19955 NE 38TH COURT, AVENTURA, FL 33180
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(305) 932-4441
(ISSUER'S TELEPHONE NUMBER)
Check whether the Issuer (1) has filed all reports required to be filed
by the 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.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date. As of May 15, 2001, 5,365,656
shares of Common Stock are issued and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
2
TABLE OF CONTENTS
PART I ......................................................................... 1
ITEM 1. FINANCIAL STATEMENTS............................................ 1
PART F/S ......................................................................... 6
SELECTED NOTES TO FINANCIAL STATEMENTS................................... 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
OPERATION....................................................... 7
Background...................................................... 7
Financial Condition and Results of Operations................... 9
Liquidity and Capital Resources................................. 9
Trends .......................................................10
PART II .........................................................................10
ITEM 1. LEGAL PROCEEDINGS...............................................10
ITEM 2. CHANGES IN SECURITIES ..........................................10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.........................................................10
ITEM 5. OTHER INFORMATION ..............................................10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 -K...............................11
SIGNATURES........................................................................11
ii
3
PART I
ITEM 1. FINANCIAL STATEMENTS
Our financial statements are contained in pages 2 through 5 following.
1
4
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
BALANCE SHEET
MARCH 31, 2001
Unaudited
Assets
Current assets
Cash $ 24,456
Accounts receivable 605,518
Inventories 388,621
Advances to employees 100,434
Prepaid expenses 62,479
------------
Total current assets 1,181,508
------------
Property and equipment
Furniture and fixtures 109,754
Molds, dies, and artwork 405,482
Vehicles 34,709
------------
549,945
Accumulated depreciation (240,224)
------------
Net property and equipment 309,721
------------
Other assets
Patents and trademarks, net of
accumulated amortization of $11,012 104,556
Other 62,716
------------
Total other assets 167,272
------------
Total assets $ 1,658,501
============
2
5
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
BALANCE SHEET
MARCH 31, 2001
Unaudited
Liabilities and Stockholders' equity
Current liabilities
Due to factor $ 350,789
Notes payable 382,407
Accounts payable-trade 149,755
Accrued payroll tax withholdings 125,401
Accrued expenses-other 21,155
Income taxes payable 2,283
Current maturities of long-term debt 25,182
------------
Total current liabilities 1,056,972
------------
Long-term debt, less current maturities 0
------------
Stockholders' equity
Common stock, $.001 par value; authorized
10,000,000 shares; issued and outstanding
5,267,815 shares 5,268
Preferred stock, $.001 par value; authorized
10,000,000 shares; none issued and outstanding
Additional paid-in capital 756,929
Retained earnings (deficit) (160,668)
------------
Total stockholders' equity 601,529
------------
Total liabilities and stockholders' equity $ 1,658,501
============
3
6
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Unaudited
March 31, March 31,
2001 2000
----------- -----------
Net sales $ 484,841 $ 581,378
Cost of sales 221,400 342,295
----------- -----------
Gross profit 263,441 239,083
----------- -----------
Operating expenses
Selling 62,479 51,348
General and administrative 180,998 125,820
----------- -----------
Total operating expenses 243,477 177,168
----------- -----------
Income from operations 19,964 61,915
----------- -----------
Other income (expense)
Interest expense (18,817) (23,061)
----------- -----------
Income (loss) before income tax expense 1,147 38,854
Provision for income taxes -- --
----------- -----------
Net income (loss) $ 1,147 $ 38,854
=========== ===========
Numerator - net income (loss) $ 1,147 $ 38,854
Denominator - weighted average number of shares outstanding 5,248,661 5,036,728
----------- -----------
Basic earnings (loss) per share $ 0.00 $ 0.01
=========== ===========
4
7
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
Unaudited
March 31, March 31,
2001 2000
----------- -----------
Cash flows from operating activities
Net income (loss) $ 1,147 $ 38,854
Adjustments to reconcile net income to
net cash provided (used in) operating activities:
Depreciation 14,250 12,430
Amortization 750 485
Changes in assets and liabilities
Accounts receivable (141,322) (55,442)
Inventories (25,352) 20,259
Advances to employees (37,861) (19,060)
Prepaid expenses (32,487) (13,047)
Other assets (41,314) --
Accounts payable - trade 63,938 (45,450)
Accounts payable - related party 0 (20,549)
Accrued payroll tax withholdings 19,862 16,826
Accrued expenses other 3,472 4,133
----------- -----------
Net cash provided by (used in) operating activities (176,064) (99,415)
----------- -----------
Cash flows from investing activities
Purchases of property and equipment (17,986) (14,618)
Purchases of patents and trademarks (900)
----------- -----------
Net cash provided by (used) in investing activities (18,886) (14,618)
----------- -----------
Cash flows from financing activities
Increase (decrease) in due to factor 68,923 34,726
Payments on long-term debt 215 (42,970)
Net change in notes payable 114,762
Proceeds from issuance of common stock 7,926 75,000
Payments on stock subscriptions receivable 2,632
----------- -----------
Net cash provided by (used in) financing activities 191,826 69,388
----------- -----------
Increase (decrease) in cash (1,977) (5,791)
Cash - beginning of period 26,433 14,434
----------- -----------
Cash - end of period $ 24,456 $ 8,643
=========== ===========
5
8
PART F/S
DAC TECHNOLOGIES GROUP INTERNATIONAL, INC.
SELECTED NOTES TO FINANCIAL STATEMENTS
Nature of Business
DAC Technologies Group International, Inc. (the "Company"), a Florida
corporation, is in the business of developing, manufacturing and marketing
various consumer products, patented and unpatented, which are designed to
provide security for the consumer and their property. In addition, the Company
has developed a wide range of security and non-security products for the home,
automobile and individual. The majority of the Company's products are
manufactured and imported from mainland China and are shipped to the Company's
central warehouse facility in Little Rock, Arkansas. These products, along with
other items manufactured in the United States, are sold primarily to major
retail chains in the United States and Germany.
Organization and Summary of Significant Accounting Policies
Organization and basis of presentation - The Company was incorporated
as a Florida corporation in July 1998 under the name DAC Technologies of
America, Inc. In July 1999, the Company changed its name to DAC Technologies
Group International, Inc.
Unaudited interim financial statements - The accompanying financial
statements of the Company for the three months ended March 31, 2001 and 2000 are
unaudited, but, in the opinion of management, reflect the adjustments, all of
which are of a normal recurring nature, necessary for a fair presentation of
such financial statements in accordance with generally accepted accounting
principles. The significant accounting policies applied to these interim
financial statements are consistent with those applied to the Company's December
31, 2000 audited financial statements included in the Company's Form 10KSB. The
results of operations for an interim period are not necessarily indicative of
the results for a full year.
Equity Transactions
On March 29, 2001, the Company issued 19,815 shares of common stock to
Mr. James R. Pledger, the Company's President, pursuant to Mr. Pledger's
employment contract with the Company.
6
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION
The following Management Discussion and Analysis of Financial Condition
is qualified by reference to and should be read in conjunction with our
Financial Statements and the Notes thereto as set forth at the end of this
document. We include the following cautionary statement in this Form 10QSB for
any forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, expectations, future events or performances and underlying
assumptions and other statements which are other than statements of historical
facts. Certain statements contained herein are forward-looking statements and,
accordingly, involve risks and uncertainties which could cause actual results or
outcomes to differ materially from those expressed in the forward-looking
statements. The Company's expectations, beliefs and projections are expressed in
good faith and are believed by the Company to have a reasonable basis, including
without limitations, management's examination of historical operating trends,
data contained in the Company's records and other data available from third
parties, but there can be no assurance that management's expectations, beliefs
or projections will result or be achieved or accomplished.
(a) Background
We are in the business of developing, marketing and outsourcing the
manufacture of various consumer products, patented and un-patented, designed to
enhance and provide security for the consumer and for his property. We have
placed particular emphasis on gun safety because it has become a prominent
national issue due to the recent rash of school and workplace violence. We
believe that there will be a continued public mandate for federal, state and
local governments to pass gun safety legislation on all guns manufactured. With
an estimated 220 million firearms in the U.S. alone, we believe we will be a
major presence in the gun lock market. With respect to all our products we:
- develop and design
- outsource the manufacturing to unaffiliated third parties
- distribute and market
- use our private label
We have also developed a wide range of security and non-security
products for the home, automobile, and person including various plastic
injection and leather products. We primarily sell to mass market retailers such
as Wal-Mart, Walgreens and K-Mart. The majority of our products are manufactured
and imported from mainland China and shipped to a central location in Little
Rock, Arkansas for distribution.
In our continuing efforts to provide high quality, low cost products
for consumers, we hired Mr. James Buie in April, 2000, as Head of Manufacturing.
Mr. Buie has extensive manufacturing experience in China, having lived and
worked in China for several years with previous employers, and speaks fluent
Chinese. Through Mr. Buie's efforts, we have established relationships with new
suppliers, at prices for our products significantly lower than our previous
suppliers. Initial efforts in this area concentrated on our gun safety products.
The effect of these lower costs on our gross profit were first realized late
in the 3rd quarter of 2000, and continue into 2001. We have just begun
production of our electronic products with our new suppliers in the 1st quarter
of 2001, again at significantly lower costs than with previous suppliers. By
retooling almost our entire product line, we will not only continue to realize
significant increases in our gross margins, but we
7
10
have positioned ourself so that we can easily and quickly change suppliers when
future cost savings become available with other suppliers.
In September, 2000, Mr. James R. Pledger joined us as our President.
Immediately prior to joining us, Mr. Pledger was the National Sales Manager and
Chief Sales Officer for Glock, Inc., a leading manufacturer of semi-automatic
pistols. Mr. Pledger is also a 30 year veteran with the FBI. Mr. Pledger's
efforts with us will be concentrated in sales and product development. The
development of a national sales force has begun. Mr. Pledger has already been
instrumental in the development of our new DAC Lok and DAC Safes, as well as
developing our new subsidiary to provide training and consultation services to
law enforcement. We believe the addition of Mr. Pledger, with his expertise and
contacts in law enforcement will greatly benefit us in terms of sales and
product development.
In order to build a database from which we might select products to
market and distribute, we presently anticipate that we will solicit proposals
from inventors who have substantially completed their product development but
lack the expertise or capital to market or distribute it. We expect that we will
utilize advertisements in trade and other publications, networking, referrals
from persons with whom we may have pre-existing relationships and our Web site
as methods of soliciting these proposals. We may also acquire existing
businesses with complimentary operations as a method of expanding our business
and operations.
In addition to our traditional products, our management is actively
pursuing initiatives which may add complementary businesses, products and
services. These initiatives are intended to broaden the base of revenues to make
us less dependent on particular products. By developing businesses which focus
on products and services which complement our current line of products,
management hopes to leverage these opportunities to not only develop new sources
of revenue, but to strengthen the demand for our existing products.
In particular, we plan to enter into the business of providing training
and consulting services primarily to law enforcement, but also to corporate
clients. To implement this new business in February 2001 we formed a
wholly-owned subsidiary, Summit Training International (STI) an Arkansas
corporation. STI's objective is to provide quality, affordable training on
contemporary issues facing the law enforcement and corporate communities, with a
particular focus on crime in the workplace. Instructional content, communicated
through vehicles such as courses, seminars and conferences, will address issues
such as Recruiting and Retention of Employees, Ethics and Integrity, Racial
Profiling, Hate Crimes, Police and Community Joint Partnerships and Violence in
the Workplace. Other courses and consulting activities will address issues
related to Assessment Centers in Law Enforcement Promotions, and will provide
training for both attendees and assessors of law enforcement assessment centers.
We also have affiliated STI with a non-profit corporation, The Center
for Law Enforcement Learning (CLEL), also incorporated in Arkansas in February
2001. CLEL will service clients, typically law enforcement agencies, who can
only engage non-profit entities to provide training. STI will conduct the
seminars and training programs for CLEL. For these
8
11
services, CLEL agrees to pay a fee equal to 75-90% of the per student fee for
the training event. STI entered into a memorandum of understanding with CLEL on
April 9, 2001. STI will also enlist corporate "sponsors", who will pay a fee to
exhibit their products at the various seminars. These "sponsors" see great value
in the ability to exhibit their products to a large group of law enforcement
management officials, many of whom may be decision makers for purchasing
matters.
We are also in the process of developing certain items of police
equipment. We believe that our association with law enforcement through the
presentation of courses, seminars and conferences will provide us with unique
opportunities to present our law enforcement products to a select group of law
enforcement professionals. The synergy to be developed between the training
opportunities and the presentation of our products may provide increased sales
of new and existing products.
We believe that our strategic business plan provides a comprehensive
approach to varied market opportunities and will increase revenues, profits and
shareholder value.
(b) Financial Condition and Results of Operations.
For the three months ended March 31, 2001, the Company had net sales
revenues of $484,841 as compared to $581,378 for the three months ended March
31, 2000. This decrease of $96,537 was primarily related to sales of the
Company's electronic alarms. Because of the Company's obtaining new
manufacturers and retooling its product line during 2000, many of the Company's
electronic alarms were not available until late in the first quarter of 2001.
Despite the decrease in sales of $96,537, the Company's gross profit
increased $24,358 as compared to the first quarter of 2000. Because of the
Company's obtaining new manufacturers during 2000, which substantially reduced
the costs of the Company's products, gross margins increased from 41% for the
first quarter of 2000 to 54% for the first quarter of 2001.
Operating expenses for the three months ended March 31, 2001 were
$243,477, as compared to $177,168 for the preceeding year, an increase of
$66,309. This increase is due primarily to the salaries of additional personnel
hired during the second and third quarters of 2000 and other expenses related to
being a public company which were not incurred in the first quarter of 2000.
(c) Liquidity and Capital Resources
Our primary source of cash is funds from our operations. We believe that
external sources of liquidity could easily be obtained in the form of bank
loans, letters of credit, etc. We maintain an account receivable factoring
arrangement in order to insure an immediate cash flow. The factor may also, at
its discretion, advance funds prior to the collection of our accounts. Advances
are payable to the factor on demand. Should our sales revenues significantly
decline, it could affect
9
12
our short-term liquidity. For the period ending March 31, 2001, we owed our
factor approximately $350,789
On March 12, 2001, the Company obtained a $150,000 line of credit from a
local bank to be used to fund the startup costs associated with the Company's
wholly-owned subsidiary, Summit Training International, Inc. As of March 31,
2001, the Company had borrowed $30,000 against this line of credit.
(d) Trends
The recent flurry of publicity involving firearms has caused gun safety
to become a prominent issue nationally. Gun violence, especially in schools has
prompted the President, as well as national and state legislators, to debate
legislation requiring gun safety locks on all firearms. Threatened litigation
against gun manufacturers has caused them to seriously consider placing gun
safety locks on the guns they manufacture. We believe sales revenues in this
area will grow significantly.
PART II
ITEM 1. LEGAL PROCEEDINGS
We are the subject of a suit instituted by us against our former
manufacturer Skit International, Ltd. and Uni-Skit Technologies, Inc. The suit,
commenced in August 2000, alleges breach of a manufacturing contract which
required the defendants to manufacture certain of our products within the range
of "competitive pricing," a defined term. We are seeking damages and recission
of 165,000 shares of our common stock as part of the compensation paid to the
defendants. The defendants have denied the allegations and have counterclaimed
for an outstanding balance of $182,625, for recission of the manufacturing
agreement and for damage to its business reputation. We have denied, and
believe there is no merit to the counterclaim's material allegations. We have
replaced the defendants as manufacturers of our products.
We instituted suit along with The Collins Family Trust, our affiliate
in which David Collins, our Chairman claims a beneficial interest, and DAC
Technologies of America, Inc., our predecessor, against Larry Legel, our former
Certified Public Accountant, Director and the Trustee of The Collins Family
Trust. The suit, commenced in March 2001 alleges we transferred 180,000 of our
shares for services which the Defendant did not provide. The suit also alleges
that the Defendant breached an agreement not to sell his shares before certain
private investors had recouped their investment. We are seeking equitable
recission, damages, and injunctive relief.
ITEM 2. CHANGES IN SECURITIES
On March 29, 2001, the Company issued 19,815 shares of common stock to
the Company's President, Mr. James R. Pledger, pursuant to an employment
agreement between the Company and Mr. Pledger,
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
10
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 -K
The following documents are incorporated by reference from Registrant's
Form 10SB filed with the Securities and Exchange Commission (the " Commission"),
File No. 000-29211, on January 28, 2000:
Exhibits
2 Acquisition Agreement
3(i) Articles of Incorporation
3(ii) By-laws
The following documents are incorporated by reference from
Registrant's Form 14C, Definitive Information Statement, filed with the
Securities and Exchange Commission (the "Commission"), file No. 000-29211, on
January 18, 2001:
3(i) Amendment to Articles of Incorporation
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized
DAC Technologies Group International, Inc.
By: /s/ David A. Collins
----------------------------------
David A. Collins, Chairman and CEO
Date: May 21, 2001
11