UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
COMMISSION FILE NUMBER 0-28720
PAID, INC.
(Exact Name of Small Business Issuer as specified in its Charter)
DELAWARE 73-1479833
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
4 Brussels Street, Worcester, Massachusetts 01610
(Address of principal executive offices)
(508) 791-6710
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
As of May 10, 2005, the issuer had outstanding 178,778,629 shares of its
Common Stock, par value $.001 per share.
Transitional Small Business Disclosure Format
Yes |_| No |X|
Paid, Inc.
and Subsidiary
Form 10-QSB
For the Three Months ended March 31, 2005
TABLE OF CONTENTS
Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2005 and December 31, 2004 (unaudited) ............. 3
Consolidated Statements of Operations
Three months ended March 31, 2005 and
2004 (unaudited) ............................................. 4
Consolidated Statements of Cash Flows
Three months ended March 31, 2005 and
2004 (unaudited) ............................................. 5
Consolidated Statements of Changes in Shareholders' Deficit
Three months ended March 31, 2005
(unaudited) .................................................. 6
Notes to Consolidated Financial Statements
Three months ended March 31, 2005 and 2004 ................... 7-11
Item 2. Management's Discussion and Analysis or
Plan of Operation ................................................ 12
Item 3. Controls and Procedures .......................................... 15
Part II - Other Information
Item 1. Legal Proceedings ................................................ 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ...... 15
Item 3. Defaults Upon Senior Securities .................................. 16
Item 4. Submission of Matters to a Vote of Security Holders .............. 16
Item 5. Other Information ................................................ 16
Item 6. Exhibits ......................................................... 16
Signatures ............................................................... 17
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PAID, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
ASSETS 2005 2004
------------ ------------
(Unaudited) (Audited)
Current assets:
Cash and cash equivalents $ 30,321 $ 43,558
Accounts receivable 34,355 45,739
Inventories, net 607,050 624,082
Prepaid expenses 40,486 125,180
Due from employees 58,681 55,656
Other current assets 9,073 9,073
------------ ------------
Total current assets 779,966 903,288
Property and equipment, net 227,587 172,706
Other intangible assets, net 493,619 688,872
------------ ------------
Total assets $ 1,501,172 $ 1,764,866
============ ============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Notes payable $ 130,000 $ 290,000
Accounts payable 218,456 164,829
Accrued expenses 1,043,350 991,196
------------ ------------
Total current liabilities 1,391,806 1,446,025
------------ ------------
Convertible debt 2,176,191 2,398,021
------------ ------------
Shareholders' deficit:
Common stock, $.001 par value, 350,000,000 shares
authorized; 176,254,836 and 173,320,731 shares issued
and outstanding at March 31, 2005
and December 31, 2004, respectively 176,255 173,321
Additional paid-in capital 22,139,690 21,166,334
Accumulated deficit (24,362,770) (23,383,835)
Unearned compensation (20,000) (35,000)
------------ ------------
Total shareholders' deficit (2,066,825) (2,079,180)
------------ ------------
Total liabilities and shareholders' deficit $ 1,501,172 $ 1,764,866
============ ============
See accompanying notes to consolidated financial statements
3
PAID, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
2005 2004
------------- -------------
Revenues $ 859,653 $ 385,982
Cost of revenues 527,509 200,914
------------- -------------
Gross profit 332,144 185,068
------------- -------------
Operating expenses:
Selling, general, and administrative expenses 1,105,390 760,132
Web site development costs 111,901 147,603
------------- -------------
Total operating expenses 1,217,291 907,735
------------- -------------
Loss from operations (885,147) (722,667)
------------- -------------
Other income (expense):
Interest expense (93,789) (128,238)
Other income 1 44
------------- -------------
Total other expense, net (93,788) (128,194)
------------- -------------
Loss before income taxes (978,935) (850,861)
Provision for income taxes -- --
------------- -------------
Net loss $ (978,935) $ (850,861)
============= =============
Loss per share (basic and diluted) $ (0.01) $ (0.01)
============= =============
Weighted average shares 174,303,402 159,978,229
============= =============
See accompanying notes to consolidated financial statements
4
PAID INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
(Unaudited)
2005 2004
--------- ---------
Operating activities:
Net loss $(978,935) $(850,861)
Adjustments to reconcile net loss to net
cash used in operating activities
Depreciation and amortization 229,551 293,409
Amortization of unearned compensation 15,000 --
Beneficial conversion feature 30,062 80,131
Common stock issued in payment of
professional and consulting fees 282,222 283,639
Issuance of common stock pursuant to exercise of
stock options granted to employees for services 94,430 31,734
Common stock issued in payment of interest 8,000 --
Changes in assets and liabilities:
Accounts receivable 11,384 (8,362)
Inventories 17,032 33,081
Prepaid expenses and other current assets 81,669 (45,135)
Accounts payable 53,627 (133,022)
Accrued expenses 52,154 109,125
--------- ---------
Net cash used in operating activities (103,804) (206,261)
--------- ---------
Investing activities:
Property and equipment additions (89,179) (359)
--------- ---------
Financing activities:
Net proceeds from notes payable -- (15,000)
Proceeds from sale of warrants 50,000 --
Proceeds from sale of common stock 30,000 --
Proceeds from convertible debt -- 65,926
Proceeds from assignment of call options 99,610 164,500
Proceeds from exercise of stock options 136 176
--------- ---------
Net cash provided by financing activities 179,746 215,602
--------- ---------
Net increase (decrease) in cash and cash equivalents (13,237) 8,982
Cash and cash equivalents, beginning 43,558 104,397
--------- ---------
Cash and cash equivalents, ending $ 30,321 $ 113,379
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Income taxes $ -- $ --
========= =========
Interest $ -- $ 1,125
========= =========
See accompanying notes to consolidated financial statements
5
PAID, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(Unaudited)
Common stock Additional
------------------------- Paid-in Accumulated Unearned
Shares Amount Capital deficit Compensation Total
----------- ------------ ------------ ------------ ------------ ------------
Balance, December 31, 2004 173,320,731 $ 173,321 $ 21,166,334 $(23,383,835) $ (35,000) $ (2,079,180)
Common stock issued puruant to exercise
of stock options granted to employees
for services 365,260 365 94,065 -- -- 94,430
Common stock issued in payment of
professional and consulting fees 1,432,511 1,433 280,789 -- -- 282,222
Common stock issued in payment of
interest on note payable 38,095 38 7,962 -- -- 8,000
Common stock issued in payment of note payable 761,905 762 159,238 -- -- 160,000
Issuance of common stock 200,000 200 29,800 -- -- 30,000
Stock options exercised 136,364 136 -- -- 136
Common stock to be issued for payment of
convertible debt -- -- 251,892 -- -- 251,892
Amortization of unearned compensation -- -- -- -- 15,000 15,000
Proceeds from sale of warrants -- -- 50,000 -- -- 50,000
Proceeds from assignment of call options -- -- 99,610 -- -- 99,610
Net loss -- -- -- (978,935) -- (978,935)
----------- ------------ ------------ ------------ ------------ ------------
Balance, March 31, 2005 176,254,866 $ 176,255 $ 22,139,690 $(24,362,770) $ (20,000) $ (2,066,825)
=========== ============ ============ ============ ============ ============
See accompanying notes to consolidated financial statements
6
PAID, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 AND 2004
Note 1. Organization and Summary of Significant Accounting Policies
Line of business
Paid Inc. and subsidiary (the "Company") provides services to celebrities and
sports figures, including hosting and management of official web sites and
fan-club services. The Company sponsors autograph signing events and other
sports marketing services for sports clientele. The Company also operates and
maintains an internet portal dedicated to collectibles in a variety of
categories. The Company conducts online auctions of its own merchandise and
items posted under consignment arrangements by third party sellers, and provides
products and services related to online auction management, and e-commerce and
web site development, including technology that streamlines back-office and
shipping processes for online auctions and e-commerce.
General
The financial statements included in this report have been prepared by the
Company pursuant to the rules and regulations of the United States Securities
and Exchange Commission for interim financial reporting and include all
adjustments (consisting only of normal recurring adjustments which are, in the
opinion of management, necessary for a fair presentation). These financial
statements have not been audited.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted pursuant to such
rules and regulations of interim reporting. The Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading. However, these financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's annual
report for the year ended December 31, 2004, which are included in the Company's
Form 10-KSB.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of Paid,
Inc. and its wholly-owned subsidiary, Rotman Collectibles, Inc.
Inventories
Inventories consist of collectible merchandise for sale and are stated at the
lower of average cost or market on a first-in, first-out (FIFO) method. When a
purchase contains multiple copies of the same item, they are stated at average
cost.
On a periodic basis management reviews inventories on hand to ascertain if any
is slow moving or obsolete. In connection with this review, at March 31, 2005
and December 31, 2004 the Company has provided for reserves totaling $305,000
and $300,000, respectively.
Revenue Recognition
The Company generates revenue from sales of its purchased inventories, from fees
and commissions on sales of merchandise under consignment type arrangements,
from web hosting services, from fan club membership fees, from appraisal
services and from advertising and promotional services.
For sales of merchandise owned and warehoused by the Company, the Company is
responsible for conducting the auction, billing the customer, shipping the
merchandise to the customer, processing customer returns and collecting accounts
receivable. The Company recognizes revenue upon verification of the credit card
transaction and shipment of the merchandise, discharging all obligations of the
Company with respect to the transaction.
7
For sales of merchandise under consignment-type arrangements, the Company takes
physical possession of the merchandise, but is not obligated to, and does not
take title or ownership of merchandise. When an auction is completed, consigned
merchandise that has been sold is shipped upon receipt of payment. The Company
recognizes the net commission and service revenues relating to the consigned
merchandise upon receipt of the gross sales proceeds and shipment of the
merchandise. The Company then releases the net sales proceeds to the Consignor,
discharging all obligations of the Company with respect to the transaction.
The Company provides web hosting services under two types of arrangements.
Revenue is recognized on a monthly basis as the services are provided for those
where payment is to be received in cash. Professional athletes' web sites are
hosted under arrangements that are settled by the athlete providing a certain
number of autographs on merchandise to be sold by the Company. Revenue related
to player websites is recognized upon sale of the autographed merchandise.
Appraisal revenues are recognized when the appraisal is delivered to the
customer.
Advertising revenues are recognized at the time the advertisement is initially
displayed on the company's web site. Sponsorship revenues are recognized at the
time that the related event is conducted.
Fan club membership fees are recognized when the member joins and all direct
costs associated with the membership have been incurred.
Advertising Costs
Advertising costs totaling approximately $43,000 in 2005 and $26,000 in 2004 are
charged to expense when incurred.
Earnings Per Common Share
Basic earnings per share represents income available to common stockholders
divided by the weighted-average number of common shares outstanding during the
period. Diluted earnings per share reflects additional common shares that would
have been outstanding if dilutive potential common shares had been issued, as
well as any adjustment to income that would result from the assumed issuance.
Potential common shares that may be issued by the Company relate to convertible
debt and outstanding stock options and warrants. The number of common shares
that would be issued upon conversion of the convertible debt would have been
16,666,667 as of March 31, 2005 and 12,413,286 as of March 31, 2004. The number
of common shares that would be included in the calculation of outstanding
options is determined using the treasury stock method. The assumed conversion of
outstanding dilutive stock options and warrants would increase the shares
outstanding but would not require an adjustment of income as a result of the
conversion. Stock options and warrants applicable to 27,465,054 shares and
25,066,000 shares at March 31, 2005 and 2004, respectively, have been excluded
from the computation of diluted earnings per share, as have the common shares
that would be issued upon conversion of the convertible debt, because they were
antidilutive. Diluted earnings per share have not been presented as a result of
the Company's net loss for each period.
Website and Software Development Costs
The Company accounts for website development costs in accordance with the
provisions of EITF 00-2, "Accounting for Web Site Development Costs" ("EITF
00-2"), which requires that costs incurred in planning, maintaining, and
operating stages that do not add functionality to the site be charged to
operations as incurred. External costs incurred in the site application and
infrastructure development stage and graphic development are capitalized. Such
capitalized costs are included in "Property and equipment." During the three
months ended March 31, 2005 the Company capitalized approximately $87,000 of
website development costs. There was no such capitalization during the three
months ended March 31, 2004.
Note 2. Notes and Loan Payable
At March 31, 2005 and December 31, 2004 the Company was obligated on short-term
demand notes payable to a related party totaling $130,000 bearing interest at
8%. Interest expense charged to operations in connection with these related
party notes totaled approximately $2,600 for each of the three months ended
March 31, 2005 and 2004.
8
In addition, at December 31, 2004 the Company was obligated on a short-term note
payable, bearing interest at 18%, and due on March 1, 2005. In addition the
Company issued 125,000 unregistered shares of stock valued at $17,500 as an
origination fee which was amortized over the life of the note. This note and all
related accrued interest was repaid through the issuance of 800,000 shares of
common stock on March 1, 2005.
Note 3. Accrued Expenses
Accrued expenses are comprised of the following:
March 31, December 31,
2005 2004
---------- ------------
Interest $ 176,611 $ 129,635
Payroll 140,664 141,818
Professional & Consulting fees 361,166 378,210
Consignments 172,782 173,626
Due to K Sports 62,500 62,500
Commissions 40,000 40,000
Other 89,627 65,407
---------- ----------
$1,043,350 $ 991,196
========== ==========
Note 4. Common Stock
Call Option Agreements
In connection with a settlement agreement with CSEI, the Company was granted
call options for 2,283,565 unregistered common shares held by CSEI at an
exercise price of $.001 per share. All remaining call options were assigned
during January 2005.
During the three months ended March 31, 2005 and 2004 the Company assigned
options to purchase 394,565 and 275,000 shares of stock from CSEI to certain
individuals in exchange for $99,611 and $164,500 which was added to the paid in
capital of the Company.
Stock Options and Warrants
On February 1, 2001 the Company adopted the 2001 Non-Qualified Stock Option Plan
(the "2001 Plan") and has filed Registration Statements on Form S-8 to register
60,000,000 shares of its common stock. Under the 2001 Plan, employees and
consultants may elect to receive their gross compensation in the form of
options, exercisable at $.001 per share, to acquire the number of shares of the
Company's common stock equal to their gross compensation divided by the fair
value of the stock on the date of grant.
During the three months ended March 31, 2005 the Company granted options for
1,697,771 shares at various dates aggregating $344,652 under this plan. During
the three months ended March 31, 2004 the Company granted options for 1,160,951
shares at various dates aggregating $315,373 under this plan. All options
granted during these periods were exercised.
During the three months ended March 31, 2005, the Company entered into an
Agreement and sold a warrant to purchase common stock ("Warrant") to an
investor. The investor paid the Company $50,000 as a deposit ("Deposit") for the
right to acquire up to 2,000,000 shares of unregistered common stock at any time
within one year of the Agreement at $.15 per share. If exercised, the $50,000
will be applied as partial payment of the exercise price. If the Warrants are
not exercised within one year the Deposit will be forfeited. The Deposit has
been recorded as an addition to Paid in Capital.
9
The Company applies Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for its stock option plans. Accordingly,
compensation cost has been recognized only to the extent described above. Had
compensation cost for the Company's stock option plan been determined based on
the fair value at the grant dates for awards under the plan consistent with the
method prescribed by FASB Statement No. 123, the Company's net income and
earnings per share would have been adjusted to the pro forma amounts indicated
below:
Three Months Ended March 31,
----------------------------
2005 2004
--------- ---------
Net loss
As reported $(978,935) $(850,861)
Stock based compensation cost,
as reported (net of tax) 15,000 --
Stock based compensation cost
that would have been included
in the determination of net
net income had the fair value
method been applied (net of tax) (15,000) (67,650)
--------- ---------
Pro forma $(978,935) $(918,511)
========= =========
Loss per share (basic and diluted)
as reported $ (.01) $ (.01)
========= =========
Proforma loss per share (basic
And diluted), as adjusted $ (.01) $ (.01)
========= =========
Note 5. Income Taxes
There was no provision for income taxes for the three months ended March 31,
2005 and 2004 due to the Company's net operating loss and its valuation reserve
against deferred income taxes.
The difference between the provision for income taxes from amounts computed by
applying the statutory federal income tax rate of 34% and the Company's
effective tax rate is due primarily to the net operating loss incurred by the
Company and the valuation reserve against the Company's deferred tax asset.
At March 31, 2005, the Company has federal and state net operating loss carry
forwards of approximately $19,600,000 available to offset future taxable income.
The state carry-forwards will expire intermittently through 2010, while the
federal carry forwards will expire intermittently through 2025.
Note 6. Convertible Debt Financing
As of March 31, 2005 the Company has outstanding $2,250,000 of convertible debt,
which is presented net of unamortized beneficial conversion discounts of
$73,809.
On March 23, 2000, the Company entered into a Securities Purchase Agreement (the
"Agreement"), whereby the Company sold an 8% convertible note in the amount of
$3,000,000 (the "Series A Note"), due in shares of common stock on March 31,
2002 to Augustine Fund, L.P. (the "Buyer"). The Series A Note, as most recently
modified on May 21, 2002, provided for the extensions of the maturity date until
March 31, 2005. As of March 31, 2005 this note has been paid in full through a
series of conversions to common stock. During the three months ended March 31,
2005 the Company received conversion requests for the remaining $251,892 balance
into 1,412,942 common
10
shares that were issued on April 19, 2005 at prices ranging from $.149 to $.213
per share. During 2004, 2003, and 2002 $2,748,108 had been converted into
25,314,096 shares of the Company's common stock at conversion prices ranging
from $.028 to $.375 per share.
The Company entered into a second Loan Agreement, most recently modified on
October 31, 2003, whereby it issued an 8% convertible note in the amount of
$2,250,000, due November 7, 2005 (the "Series B Note") to Buyer. The Series B
Note is convertible into common stock at a conversion price equal to the lesser
of: (1) $.25 per share, or (2) seventy-three percent (73%) of the average of the
closing bid price for the common stock for the five (5) trading days immediately
preceding the conversion date. Based upon advances through March 31, 2005
totaling $2,250,000, had the Buyer converted the series B Note at issuance,
Buyer would have received $3,082,193 in aggregate value of the company's common
stock upon conversion of the convertible note. As a result, in accordance with
EITF 00-27, the intrinsic value of the beneficial conversion feature of $832,193
is being charged to interest expense over the term of the related note. The
beneficial conversion feature that was charged to interest expense totaled
$30,062 and $80,131 for the three months ended March 31, 2005 and 2004,
respectively. The total beneficial conversion discount related to this note has
been recorded as an increase in additional paid in capital and the unamortized
portion as a reduction in the related note. In addition, the Company entered
into a Registration Rights Agreement whereby the Company agreed to file a
Registration Statement with the Securities and Exchange Commission (SEC) within
sixty (60) days of a request from the Buyer (Filing Date), covering the common
stock to be issued upon conversion of the Series B Note. If this Registration
Statement is not declared effective by the SEC within sixty (60) days of the
filing date the conversion percentage shall decrease by two percent (2%) for
each month that the Registration Statement is not declared effective. The
modified Series B Note requires that principal and interest be payable in shares
of common stock, or cash, at the discretion of the Company, and provides that
any fees or expenses related to any registration of the common stock will be
borne equally by the Company and the Buyer.
Note 7. Related party transactions
During the three months ended March 31, 2004 the Company purchased approximately
$40,000 of memorabilia for sale from Steven Rotman, the father of Richard and
Greg Rotman. There were no such purchases during the three months ended March
31, 2005.
Note 8. Issuance of Common Stock
During the three months ended March 31, 2005 the Company issued 1,432,511 shares
of common stock in connection with the payment of approximately $282,000 of
professional and consulting fees.
During the three months ended March 31, 2004 the Company issued 1,017,137 shares
of common stock in connection with the payment of approximately $284,000 of
professional and consulting fees.
Note 9. Subsequent Event
On May 9, 2005, the Company entered into a Settlement Agreement and Mutual
Release with Leslie Rotman ("Seller") to settle all outstanding disputes
regarding the value paid and the value received in the 2001 transaction in which
Seller, Rotman Collectibles, Inc., and the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement"), pursuant to which Rotman Collectibles,
Inc., a Massachusetts corporation, was merged into the Company's Delaware
subsidiary, now named Rotman Collectibles, Inc. Seller is the mother of Gregory
Rotman, President of the Company, and Richard Rotman, CFO/Vice
President/Secretary of the Company. To settle any possible differences or
disputes between the value paid and the value received, Seller has delivered
2,000,000 shares of the Company's common stock into escrow, with a fair market
value of $600,000 and has granted the Company an option to purchase the shares
for $.001 per share. The option is assignable by the Company and expires one
year from the date of grant.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
Our new celebrity services offer famous people official web sites and
fan-club services including e-commerce storefronts, articles, polls, message
boards, contests, biographies and custom features to attract tens of thousands
of visitors daily. Our innovative products and services are utilized in online
auction management, e-commerce and web site development. AuctionInc. provides
auction management tools and services to sellers and buyers. The technology is
based on our patent-pending process that streamlines back-office and shipping
processes for online auctions and e-commerce. Our autograph signing events,
working in conjunction with our new sports agent marketing services, known as K
Sports, have created more services and opportunities for our sports clientele.
Rotman Auction leverages the relationships from celebrity services and K Sports
to sell products through distribution and retail outlets. We purchase and sell
collectibles and memorabilia through our Rotman Auction brand. Rotman Auction is
an eBay Platinum Powerseller that sells thousands of items each week on eBay and
provides consignment services, authentication and public and private autograph
events. We also build and maintain large database-driven portals across a broad
array of industries, including CollectingChannel.com, which is home to our
online appraisal service, Ask the Appraiser.
Critical Accounting Policies
Our significant accounting policies are more fully described in Note 1 to
our financial statements. However, certain of our accounting policies are
particularly important to the portrayal of our financial position and results of
operations and require the application of significant judgment by our
management; as a result, they are subject to an inherent degree of uncertainty.
In applying these policies, our management makes estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses and
related disclosures. Those estimates and judgments are based upon our historical
experience, the terms of existing contracts, our observance of trends in the
industry, information that we obtain from our customers and outside sources, and
on various other assumptions that we believe to be reasonable and appropriate
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Our critical accounting
policies include:
Inventories: Inventories are stated at the lower of average cost or market
on a first-in, first-out method. On a periodic basis we review inventories on
hand to ascertain if any is slow moving or obsolete. In connection with this
review, we establish reserves based upon management's experience and assessment
of current product demand.
Property and Equipment and Intangible Assets: Property and equipment and
intangible assets are stated at cost. Depreciation and amortization are computed
over estimated useful lives that are reviewed periodically. In connection with
this review we consider changes in the economic environment, technological
advances, and management's assessment of future revenue potential and a review
of the estimated useful lives of the various assets.
Results of Operations
The following discussion compares the Company's results of operations for
the three months ended March 31, 2005 with those for the three months ended
March 31, 2004. The Company's financial statements and notes thereto included
elsewhere in this quarterly report contain detailed information that should be
referred to in conjunction with the following discussion.
Revenues. For the three months ended March 31, 2005, revenues were
$859,700, 54% of which is attributable to sales of the Company's own product,
including products obtained through live autograph signings, and fees from
buyers and sellers through the Rotman Auction operations. Gross sales of the
Company's own product were $467,100. Fan club membership and related merchandise
sales revenues were $268,000, 31% of gross revenues, Sports marketing revenues
were $121,100, 14% of gross revenues, and advertising and web hosting fees were
$3,500 or less than 1% of gross revenues during the three months ended March 31,
2005.
The Company's 2005 revenues represent an increase of $473,700, or 123%,
from the three months ended March 31, 2004, in which revenues were $386,000. For
the three months ended March 31, 2004, sales of Company
12
owned product through the Rotman Auction operations were $383,100, or 99% of
gross sales, and advertising and web hosting fees were $2,900, or 1% of gross
revenues.
The reason for the increase in revenues was higher sales of Company owned
product of approximately $84,000 from the same period in 2004 and $389,100 of
revenues from our recently established sports marketing and fan club membership
services. Gross profit from Company owned product sales for the year ended March
31, 2005 was approximately $90,800, $91,400 less than in 2004. Since gross
margin percentages on Company owned product dropped from 48% to 19%, and sales
of Company owned product were $84,000 higher in the three months ended March 31,
2005, the Company produced $92,400 fewer gross margin dollars in 2005. The
increase in sales is attributable to listing higher priced goods in 2005 than in
2004. The drop in gross profit margin is attributable to a continuing decline in
traffic on eBay, resulting in less competitive bidding. In addition, during the
fourth quarter of 2004 the Company acquired the operating assets of K Sports &
Entertainment LLC ("K Sports"), a sports marketing business and entered into a
contract to host and manage the fan club website for a major performing artist.
Revenues from these two sources accounted for $389,100 of revenues in 2005.
Operating Expenses. Total operating expenses for the three months ended
March 31, 2005 were $1,217,300, compared to $907,700 for the corresponding
period in 2004, an increase of $309,600. Sales, general and administrative
("SG&A") expenses for the three months ended March 31, 2005 were $1,105,400,
compared to $760,100 for the three months ended March 31, 2004. The increase of
$345,300 in SG&A costs includes increases in payroll of $150,000, advertising of
$16,500, professional fees of $118,800, and other costs of $90,800 offset by a
decrease in depreciation and amortization of $31,000 as older assets become
fully depreciated and amortized. The additional payroll and other costs are
attributable to additional personnel, professional fees, travel, and shipping
and postage related to the integration and development of K Sports and fan club
services. Costs associated with planning, maintaining and operating our web
sites for the three months ended March 31, 2005 decreased $35,700 from 2004.
This decrease is due primarily to lower depreciation as certain website
development costs became fully depreciated in 2005.
Interest Expense. For the three months ended March 31, 2005, the Company
incurred interest charges of approximately $93,800 principally associated with
one convertible note, compared to interest charges of $128,200 for the
corresponding period in 2004. The decrease of $34,500 is attributable to lower
amortization of beneficial conversion features in 2005 offset by interest on
short term debt.
Net Loss. The Company realized a net loss for the three months ended March
31, 2005 of $979,000, or $.01 per share, as compared to a loss of $850,900, or
$.01 per share for the three months ended March 31, 2004.
Inflation. The Company believes that inflation has not had a material
effect on its results of operations.
Assets
At March 31, 2005, total assets of the Company were $1,501,200, compared
to $1,764,900 at December 31, 2004. The decrease was primarily due to
depreciation and amortization totaling $229,600.
13
Operating Cash Flows
A summarized reconciliation of the Company's net losses to cash used in
operating activities for the three months ended March 31, 2005 compared to March
31, 2004, is as follows:
2005 2004
--------- ---------
Net loss $(978,900) $(850,900)
Depreciation and amortization 229,600 293,400
Amortization of unearned compensation 15,000 --
Amortization of beneficial conversion
discount and debt discount 30,100 80,100
Common stock issued in payment
of services 376,500 315,400
Common stock issued in payment
of interest 8,000 --
Changes in current assets and liabilities 215,900 (44,300)
--------- ---------
Net cash used in operating activities $(103,800) $(206,300)
========= =========
Working Capital and Liquidity
The Company had cash and cash equivalents of $30,300 at March 31, 2005,
compared to $43,600 at December 31, 2004. The Company had a $612,800 deficit in
working capital at March 31, 2005, compared to a working capital deficit of
$542,700 at December 31, 2004. At March 31, 2005 current liabilities were
$1,391,800 compared to $1,446,000 at December 31, 2004. During the three months
ended March 31, 2005 current liabilities decreased primarily due retirement of
short-term debt offset by an increase in accounts payable and routine accruals.
As discussed in greater detail in Note 6 to the Financial Statements, the
Company has outstanding convertible debt held by Augustine Fund, L.P. The Series
A Note, in the original principal amount of $3,000,000, has completely retired
as of March 31, 2005 through the conversion of principal into common stock. The
Series B Note has a principal amount outstanding as of March 31, 2005 of
$2,250,000.
The Company's independent auditors have issued a going concern opinion on
the Company's consolidated financial statements for the year ended December 31,
2004. The Company needs an infusion of $600,000 to $800,000 of additional
capital to fund anticipated operating costs over the next 12 months. Management
anticipates growth in revenues and gross profits from its celebrity services
products and websites; including memberships, fan experiences, ticketing,
appearances, and merchandise sales. In addition, the Company hosts a suite of
management tools and enhanced shipping calculator solutions for small ecommerce
enterprises. These services, coupled with sales of movie posters, both from
inventory and on consignment, and web hosting are expected to increase revenues
and result in higher gross profit. Subject to the discussion below, Management
believes that the Company has sufficient commitments to fund operations during
the next 12 months. These commitments include call options for approximately
2,000,000 shares of Company common stock valued at approximately $600,000.
Finally, Management believes that it has identified several potential funding
sources for additional financing. Management believes that these plans should
result in obtaining sufficient operating cash through the next 12 months.
However, there can be no assurance that the above mentioned potential financing
can be completed on terms reasonably acceptable to the Company.
14
Forward Looking Statements
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements (within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934) regarding the Company and
its business, financial condition, results of operations and prospects. Words
such as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions or variations of such words are intended to
identify forward-looking statements in this report. Additionally, statements
concerning future matters such as the development of new services, technology
enhancements, purchase of equipment, credit arrangements, possible changes in
legislation and other statements regarding matters that are not historical are
forward-looking statements.
Although forward-looking statements in this quarterly report reflect the
good faith judgment of the Company's management, such statements can only be
based on facts and factors currently known by the Company. Consequently,
forward-looking statements are inherently subject to risks, contingencies and
uncertainties, and actual results and outcomes may differ materially from
results and outcomes discussed in this report. Although the Company believes
that its plans, intentions and expectations reflected in these forward-looking
statements are reasonable, the Company can give no assurance that its plans,
intentions or expectations will be achieved. For a more complete discussion of
these risk factors, see Exhibit 99, "Risk Factors", in the Company's Form 10-KSB
for the fiscal year ended December 31, 2004.
For example, the Company's ability to achieve positive cash flow and to
become profitable may be adversely affected as a result of a number of factors
that could thwart its efforts. These factors include the Company's inability to
successfully implement the Company's business and revenue model, the
collectibles community not accepting the services the Company offers, higher
costs than anticipated, the Company's inability to sell its products and
services to a sufficient number of customers, the introduction of competing
products by others, the Company's failure to attract sufficient interest in and
traffic to its sites, the Company's inability to complete development of its
sites, the failure of the Company's operating systems, and the Company's
inability to increase its revenues as rapidly as anticipated. If the Company is
not profitable, it will not be able to continue its business operations.
ITEM 3. CONTROLS AND PROCEDURES
The Company's management, including the President of the Company and the
Chief Financial Officer of the Company, has evaluated the effectiveness of the
Company's "disclosure controls and procedures," as such term is defined in Rule
13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Based upon their evaluation, the principal executive officer
and principal financial officer concluded that, as of the end of the period
covered by this report, the Company's disclosure controls and procedures were
effective for the purpose of ensuring that the information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act with the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time period specified by the Securities and
Exchange Commission's rules and forms, and is accumulated and communicated to
the Company's management, including its principal executive and financial
officers, as appropriate to allow timely decisions regarding required
disclosure.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) During the first quarter of 2005, the Company received conversion
requests from Augustine Fund, L.P. for $251,892 of the March 23, 2000
convertible note, representing the remaining balance on the $3,000,000
convertible note, into 1,412,942 shares of common stock of the Company. The
shares were issued on April 19, 2005 at prices ranging from $.149 to $.213 per
share. The shares are freely tradable pursuant to Rule 144 of the Securities Act
of 1933. Augustine Fund, L.P. is an accredited investor that represented that it
acquired the convertible note for
15
its own account. The issuance of the securities is exempt from registration
under Section 4(2) of the Securities Act of 1933 and Regulation D promulgated
thereunder. The Company did not issue any shares of its common stock to
Augustine Fund, L.P., for interest due pursuant to the 8% convertible note in
the principal amount of $2,250,000 issued by the Company to the Augustine Fund,
L.P. on November 7, 2001.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
On May 9, 2005, the Company entered into a Settlement Agreement and Mutual
Release with Leslie Rotman ("Seller"). Seller, Rotman Collectibles, Inc., and
the Company had entered into an Agreement and Plan of Merger (the "Merger
Agreement") on October 23, 2001, pursuant to which Rotman Collectibles, Inc., a
Massachusetts corporation, was merged into the Company's Delaware subsidiary,
now named Rotman Collectibles, Inc. on November 7, 2001. Seller is the mother of
Gregory Rotman, President of the Company, and Richard Rotman, CFO/Vice
President/Secretary of the Company. As consideration for the merger, Seller was
issued a 6% Convertible Promissory Note equal to $1,000,000. The note was paid
in full through the issuance of stock during the first quarter of 2002. Prior to
entering into the Merger Agreement, the Company had engaged an appraiser to
appraise the assets of Rotman Collectibles, which consisted primarily of movie
posters. The appraised value exceeded $2,000,000. Based on its current sales
projections, the Company does not expect to obtain revenues equal to the
appraised value. To settle any possible differences or disputes between the
value paid and the value received, Seller has delivered 2,000,000 shares of the
Company's common stock into escrow, with a fair market value of $600,000, based
on a closing bid price of the Company's common stock of $.30 as of Friday, May
6, 2005, and has granted the Company an option to purchase the shares for $.001
per share, which option is assignable by the Company in whole or in part. The
Settlement Agreement and Mutual Release, dated May 9, 2005, is attached hereto
as Exhibit 10.1. The Escrow Agreement, dated May 9, 2005, is attached hereto as
Exhibit 10.2. This information is provided in lieu of a Form 8-K filing with
respect to Item 1.01, which would otherwise be required to be filed with respect
to this information as of May 13, 2005, which is the date of this filing.
ITEM 6. EXHIBITS
10.1 Settlement Agreement and Mutual Release by and between
Leslie Rotman and the Company, dated May 9, 2005.
10.2 Escrow Agreement, by and among Leslie Rotman, the
Company, and Olde Monmouth Stock Transfer Co., Inc., as
Escrow Agent, dated May 9, 2005.
31.1 CEO Certification required under Section 302 of
Sarbanes-Oxley Act of 2002
31.2 CFO Certification required under Section 302 of
Sarbanes-Oxley Act of 2002
32 CEO and CFO Certification required under Section 906 of
Sarbanes-Oxley Act of 2002
16
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 13, 2005 PAID, INC.
Registrant
/s/ Gregory Rotman
--------------------------------
Gregory Rotman, President
/s/ Richard Rotman
--------------------------------
Richard Rotman, Chief Financial
Officer, Vice President and
Secretary
17
LIST OF EXHIBITS
Exhibit No. Description
-------------------------
10.1 Settlement Agreement and Mutual Release by and between Leslie
Rotman and the Company, dated May 9, 2005.
10.2 Escrow Agreement, by and among Leslie Rotman, the Company, and
Olde Monmouth Stock Transfer Co., Inc., as Escrow Agent, dated
May 9, 2005.
31.1 CEO Certification required under Section 302 of Sarbanes-Oxley
Act of 2002
31.2 CFO Certification required under Section 302 of Sarbanes-Oxley
Act of 2002
32 CEO and CFO Certification required under Section 906 of
Sarbanes-Oxley Act of 2002
18