SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[Mark One]
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended: September 30, 2003
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
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Commission file number: 0-30629
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FIRST AID DIRECT, INC.
(Exact name of small business issuer as specified in its charter)
Florida 59-1796257
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(State or other jurisdiction of (IRS Employer Ident-
incorporation or organization) ification Number)
5607 Hiatus Road, Suite 500, Tamarac, Fl 33321-6408
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(Address of principal executive offices)
(954) 724-2929
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(Issuer's Telephone Number)
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(Former name, former address and former fiscal year, if
changed since last report)
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 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 [ ]
The number of shares outstanding of each of the issuer's classes of equity as of
September 30, 2003: 3,985,000 shares of Common Stock, $.01 par value
Transitional Small Business Disclosure Format. Yes [ ] No [X]
FIRST AID DIRECT, INC.
TABLE OF CONTENTS
FORM 10-QSB
FOR THE QUARTER ENDED SEPTEMBER 30, 2003
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet (Unaudited) as of
September 30, 2003 3
Condensed Statements of Income (Unaudited)
for the nine months ended September 30, 2003
and 2002 and the three months ended
September 30, 2003 and 2002 4
Condensed Statements of Cash Flows (Unaudited)
for the nine months ended September 30, 2003 and 2002 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation 7
Item 3. Controls and Procedures 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and Use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT INDEX 14
2
FIRST AID DIRECT, INC.
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2003
(UNAUDITED)
ASSETS
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Current assets:
Cash $ 36,547
Accounts receivable - stockholder 56,442
Accounts receivable 223,049
Note receivable, employee 5,000
Inventories 659,890
Prepaid expenses 111,726
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Total current assets 1,092,654
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Property and equipment, net 144,991
Intangible asset, net 109,475
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Total assets $1,347,120
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities:
$ 280,281
Accounts payable and accrued expenses 215,000
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Obligations under line of credit
Total current liabilities 495,281
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Stockholders' equity:
Common stock, $.01 par value; 50,000,000 shares authorized;
3,985,000 issued and outstanding 3,985
Additional paid-in capital 1,604,127
Deficit (756,273)
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Total stockholders' equity 851,839
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Total liabilities and stockholders' equity $1,347,120
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The accompanying notes are an integral part of these condensed financial
statements.
3
FIRST AID DIRECT, INC.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
NINE MONTHS ENDED THREE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
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2003 2002 2003 2002
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Net sales $2,490,710 $2,527,265 $ 829,804 $ 817,583
Cost of sales 1,724,025 1,776,336 570,309 580,251
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Gross margin 766,685 750,929 259,495 237,332
General and administrative expenses 883,233 632,193 305,145 223,224
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Income before income taxes (116,548) 118,736 (45,650) 14,108
Provision for income taxes - - - -
----------- ---------- ----------- ----------
Net income $ (116,548) $ 118,736 $ (45,650) $ 14,108
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Net income per share information:
Basic:
Net income per share $ (.03) $ .01 $ (.01) $ .00
=========== ========== =========== ==========
Weighted average number of common shares 3,985,000 3,985,000 3,985,000 3,985,000
=========== ========== =========== ==========
Diluted:
Net income per share $ (.03) $ .01 $ (.01) $ .00
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Weighted average number of common shares 3,985,000 3,985,000 3,985,000 3,985,000
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The accompanying notes are an integral part of these condensed financial
statements.
4
FIRST AID DIRECT, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
September 30,
2003 2002
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Cash flows from operating activities:
Net Income (Loss) $(116,548) $ 118,736
Changes in assets and liabilities (50,372) (138,803)
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Net cash used in operating activities (166,920) (20,067)
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Cash flows from investing activities:
Purchase of equipment (16,604) (22,267)
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Net cash used in investing activities (16,604) (22,267)
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Cash flows from financing activities:
Borrowings (repayment) on line of credit 215,000 -
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Net cash provided by financing activities 215,000 -
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Net increase (decrease) in cash and cash equivalents 31,476 (42,334)
Cash and cash equivalents, beginning of period 6,071 123,297
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Cash and cash equivalents, end of period $ 37,547 $ 80,963
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Supplemental Disclosure of Cash Paid:
Interest $ 4,692 $ 184
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The accompanying notes are an integral part of these condensed financial
statements.
5
FIRST AID DIRECT, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of First Aid Direct,
Inc. (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Regulation S-B. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three and
nine month periods ended September 30, 2003 are not necessarily indicative of
the results that may be expected for the year ending December 31, 2003. For
further information, refer to the financial statements and footnotes for the
year ended December 31, 2002 found in the Company's Form 10-KSB.
The fiscal years ended December 31, 2003 and December 31, 2002 are herein
referred to as "fiscal 2003" and "fiscal 2002", respectively.
2. INVENTORIES
Inventories are comprised primarily of first aid products held for sale, and are
stated at the lower of cost or market, determined on the FIFO method.
3. SALES TO STOCKHOLDER
During the nine months ended September 30, 2003 and 2002, 31% and 31%,
respectively, of revenue was derived from sales to a stockholder.
4. SUBSEQUENT EVENT
Effective as of the close of business on September 30, 2003, First Aid Direct,
Inc. completed the sale of substantially all of its assets to VDC First Aid and
Safety Supply, LLC, a related party. The assets disposed of were those related
to First Aid Direct's wholesale first aid and safety supply business. VDC First
Aid and Safety Supply is an affiliate of Van Dyne-Crotty, Inc., who, along with
its affiliates, were principal shareholders of First Aid Direct. The sale of
assets was made pursuant to the terms and conditions of an Asset Purchase
Agreement entered into on August 29, 2003. Following the closing, First Aid
Direct will continue to distribute its Total First Aid and Roehampton Supply
product lines. Within 30 days following the closing, First Aid Direct will
change its name to Total First Aid, Inc.
6
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES OR OTHER FACTORS,
WHICH MAY CAUSE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY
SUCH FORWARD-LOOKING STATEMENTS TO VARY FROM THOSE PREDICATED OR IMPLIED IN THIS
REPORT. FACTORS THAT MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, WITHOUT LIMITATION,
DECLINE IN DEMAND FOR THE COMPANY'S PRODUCTS OR SERVICES, AND THE EFFECT OF
GENERAL ECONOMIC CONDITIONS AND FACTORS AFFECTING THE WHOLESALE DISTRIBUTION
INDUSTRY. FURTHER INFORMATION ON THE FACTORS AND RISKS THAT COULD AFFECT FIRST
AID DIRECT'S BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS ARE
INCLUDED UNDER THE "RISK FACTORS" SECTIONS OF FIRST AID DIRECT'S PUBLIC FILINGS
WITH THE SECURITIES AND EXCHANGE COMMISSION.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
RESULT OF OPERATIONS
Three months ended September 30, 2003 compared to the three months ended
September 30, 2002.
Sales Total revenue increased 1% in the third quarter of fiscal 2003 over
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the same period in fiscal 2002. The revenue increased $12,221 from $817,583 to
$829,804 in the three months ended September 30, 2003 over the same period in
the prior fiscal year. The increase in sales resulted primarily from increases
in sales generated from the Roehampton and Total First Aid product lines.
Costs and Expenses The cost of sales for the third quarter decreased $9,942
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from $580,251 in the third quarter of fiscal 2002 to $570,309 in the third
quarter of fiscal 2003. When combined with the increase in net sales, the
result was a 9% increase in the gross profit of $22,163, from $237,332 in the
third quarter of fiscal 2002 to $259,495 in the third quarter of fiscal 2003. As
a percentage, the gross margin increased from 29% in fiscal 2002 to 31% in
fiscal 2003. The improvement in gross margin results from the Company's decision
to acquire more bulk product and assemble it into finished goods rather than
purchase finished goods for sale. The cost of the bulk product coupled with the
cost to assemble it resulted in lower cost of goods sold.
General and administrative expenses increased 37% or $81,921 from $223,224 in
the third quarter of fiscal 2002 to $305,145 in the third quarter of fiscal
2003. Also, general and administrative expenses increased as a percent of
revenues from 27% for the quarter ended September 30, 2002 to 37% for the
quarter ended September 30, 2003. The increase in general and administrative
expenses is directly attributable to the Company's decision to develop a new
product line - Total First Aid - which will enable the Company to effectively
penetrate new market segments.
7
Income before income taxes The Company's income before income taxes
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decreased $59,758 from a profit of $14,108 to a loss of $45,650 during the third
quarter of fiscal 2003. The decrease results from the increase in general and
administrative costs.
Other. No income tax expense or benefit is recorded in the three-month periods
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ended September 30, 2003 and 2002.
Nine months ended September 30, 2003 compared to the nine months ended September
30, 2002.
Sales Total revenue decreased 1% through the third quarter of fiscal 2003
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over the same period in fiscal 2002. The revenue decreased $36,555 from
$2,527,265 to $2,490,710 in the nine months ended September 30, 2003 over the
same period in the prior fiscal year. The decrease in sales resulted primarily
from decreased sales to existing distributors.
Costs and Expenses The cost of sales through the third quarter decreased
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$52,311 from $1,776,336 for the nine months of fiscal 2002 to $1,724,025 for the
nine months of fiscal 2003. When combined with the decrease in net sales, the
result was a 2% increase in the gross profit of $15,756, from $750,929 for the
nine months of fiscal 2002 to $766,685 for the nine months of fiscal 2003. As a
percentage, the gross margin increased from 30% in fiscal 2002 to 31% in fiscal
2003. The improvement in gross margin results from the Company's decision to
acquire more bulk product and assemble it into finished goods rather than
purchase finished goods for sale. The cost of the bulk product coupled with the
cost to assemble it resulted in lower cost of goods sold.
General and administrative expenses increased 40% or $251,040 from $632,193 for
the nine months of fiscal 2002 to $883,233 for the nine months of fiscal 2003.
Also, general and administrative expenses increased as a percent of revenue from
25% in 2002 to 35% in 2003. The increase in general and administrative expenses
is directly attributable to the Company's decision to develop a new product line
- - Total First Aid - which will enable the Company to effectively penetrate new
market segments.
Income before income taxes The Company's incurred a loss of $116,548 before
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income taxes for the nine months ended September 30, 2003 as compared with a
profit of $118,736 for fiscal 2002. This resulted in a negative swing of
$235,284 which is directly attributable to the increase in general and
administrative expenses.
Other. No income tax expense or benefit is recorded in the nine-month periods
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ended September 30, 2003 and 2002.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of the Company's liquidity is from a line of credit obtained
from a bank. In May 2001 the Company established a $250,000 line of credit with
a bank that matures in February 2004. The line requires monthly interest
payments and bears interest at the prime rate of interest (4.25% at September
30, 2003). As of September 30, 2003, there was $215,000 outstanding on the line
of credit. The line is collateralized by the Company's accounts receivable and
inventory.
8
Declining sales and increased expenses have had a negative impact on the
Company's cash position. This is evidenced by the decrease in working capital
from 4.58 to 1 (December 31, 2002) to 2.21 to 1 (September 30, 2003). The
Company has already addressed expenses by reducing Company payroll, and has
reduced rental obligations on old leases by 90%. The Company is developing
additional product lines that will enable it to open new market segments and
attain additional avenues of distribution. Effective as of the close of business
on September 30, 2003, First Aid Direct, Inc. completed the sale of
substantially all of its assets to VDC First Aid and Safety Supply, LLC, a
related party.
The assets disposed of were those related to First Aid Direct's wholesale first
aid and safety supply business. VDC First Aid and Safety Supply is an affiliate
of Van Dyne-Crotty, Inc., who, along with its affiliates, were principal
shareholders of First Aid Direct. The sale of assets was made pursuant to the
terms and conditions of an Asset Purchase Agreement entered into on August 29,
2003. Following the closing, First Aid Direct will continue to distribute its
Total First Aid and Roehampton Supply product lines. Within 30 days following
the closing, First Aid Direct will change its name to Total First Aid, Inc.
The purchase price for the assets disposed of was $1,215,000. The purchase
price was paid at closing. Approximately $216,400 of the purchase price was
used to retire First Aid Direct's indebtedness to Key Bank. First Aid Direct is
also entitled to receive those of its accounts receivable (approximately
$315,000 at June 30, 2003) collected by VDC First Aid and Safety Supply during
the 120-day period following the closing. At closing, a $250,000 deposit
against those accounts receivable was paid to First Aid Direct. The purchase
price for the assets was supported by a valuation and fairness opinion received
from Stenton Leigh Capital Corp., an unaffiliated financial consulting firm.
ITEM 3. CONTROLS AND PROCEDURES.
Disclosure controls and procedures [as defined in Rule 13(a)-15(e) of the
Securities Exchange Act of 1934 (the "Exchange Act")] are designed to ensure
that information required to be disclosed in the reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in applicable laws, rules and regulations.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in the
reports filed under the Exchange Act is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure.
Given the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud,
if any, have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Further, the design of a control system must
reflect the fact that there are resource constraints, and that benefits of
controls must be considered relative to their costs. The design of any system of
controls is also based in part on certain assumptions regarding the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions.
9
(a) Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to the filing of this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon and as of the date of that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective to ensure
that information required to be disclosed in the reports the Company files and
submits under the Exchange Act is recorded, processed, summarized and reported
as and when required.
(b) Changes in Internal Controls
There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date of
the Company's most recent evaluation.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On September 30, 2003, the Company held a special meeting of its shareholders at
which shareholders were requested to consider whether to authorize the Company
to sell substantially all of its assets, consisting of the Company's wholesale
first aid and safety supply business, to VDC First Aid and Safety Supply, LLC, a
related party. A vote in favor of the transaction included a vote to change the
name of the Company to Total First Aid, Inc. Further information concerning the
transaction is described in Part II, Item 5 of this Report.
In order to approve the sale of assets, holders of a majority of the Company's
3,985,000 outstanding shares as of the September 9, 2003 record date fixed by
the board of directors, present at the meeting in person or represented by valid
proxy, must have voted in favor of the transaction. At the meeting, 3,062,434
shares were represented in person or by proxy. Of the shares represented,
3,045,120 shares voted in favor of the transaction, 13,274 shares voted against
the transaction and 4,040 shares abstained.
ITEM 5. OTHER INFORMATION.
Effective as of the close of business on September 30, 2003, First Aid Direct,
Inc. completed the sale of substantially all of its assets to VDC First Aid and
Safety Supply, LLC, a related party. The assets disposed of were those related
to First Aid Direct's wholesale first aid and safety supply business. VDC First
Aid and Safety Supply is an affiliate of Van Dyne-Crotty, Inc., who, along with
its affiliates, were principal shareholders of First Aid Direct. The sale of
assets was made pursuant to the terms and conditions of an Asset Purchase
Agreement entered into on August 29, 2003. Following the closing, First Aid
Direct will continue to distribute its Total First Aid and Roehampton Supply
product lines. Within 30 days following the closing, First Aid Direct will
change its name to Total First Aid, Inc.
11
The purchase price for the assets disposed of was $1,215,000. The purchase
price was paid at closing. Approximately $216,400 of the purchase price was
used to retire First Aid Direct's indebtedness to Key Bank. First Aid Direct is
also entitled to receive those of its accounts receivable (approximately
$315,000 at June 30, 2003) collected by VDC First Aid and Safety Supply during
the 120-day period following the closing. At closing, a $250,000 deposit
against those accounts receivable was paid to First Aid Direct. The purchase
price for the assets was supported by a valuation and fairness opinion received
from Stenton Leigh Capital Corp., an unaffiliated financial consulting firm.
Following the sale of assets, Van Dyne-Crotty and its affiliates sold their
approximately 50% equity interest in First Aid Direct to Scott Siegel and
members of his immediate family. Mr. Siegel is the President, Chief Executive
Officer and a director of First Aid Direct. The shares owned Van Dyne-Crotty,
Mr. Siegel and their respective affiliates were voted at the shareholders'
meeting in the same proportions as the votes cast by the disinterested
shareholders of First Aid Direct.
At the closing, Kevin M. Crotty, Stephen D. Smiley and James Striplen III,
affiliates of Van Dyne-Crotty, resigned as directors of First Aid Direct. The
Board of Directors of First Aid Direct will continue to be comprised of Scott
Siegel, Bruce Widnes and Jeffrey Tabin (who was appointed as a director on
September 26, 2003).
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
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The following documents are filed as a part of this report or are
incorporated by reference to previous filings, if so indicated:
10.1 Asset Purchase Agreement dated August 29, 2003 by and between First
Aid Direct, Inc. and VDC First Aid and Safety Supply, LLC
(incorporated by reference to Appendix A to First Aid Direct's
definitive proxy statement filed on September 15, 2003).
10.2 Fairness Opinion and Valuation Report of Stenton Leigh Capital Corp.
(incorporated by reference to Appendix B to First Aid Direct's
definitive proxy statement filed on September 15, 2003).
31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K.
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On October 7, 2003, the Company filed a Current Report on Form 8-K to
report the closing of the asset purchase agreement more fully described in Part
II, Item 5 of this Report.
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SIGNATURES
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, thereunto duly authorized.
Date: October 13, 2003
FIRST AID DIRECT, INC.
By: /s/ Scott Siegel
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Scott Siegel, President and CEO
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EXHIBIT INDEX
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10.1 Asset Purchase Agreement dated August 29, 2003 by and between First
Aid Direct, Inc. and VDC First Aid and Safety Supply, LLC
(incorporated by reference to Appendix A to First Aid Direct's
definitive proxy statement filed on September 15, 2003).
10.2 Fairness Opinion and Valuation Report of Stenton Leigh Capital Corp.
(incorporated by reference to Appendix B to First Aid Direct's
definitive proxy statement filed on September 15, 2003).
31.1 CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
32.2 CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
14