SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-13757
GALLERY OF HISTORY, INC.
(Name of Small Business Issuer Specified in Its Charter)
Nevada 88-0176525
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3601 West Sahara Avenue, Las Vegas, Nevada 89102-5822
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (including area code): (702) 364-1000
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 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.
[X] Yes [ ] No
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Issuer's revenues for the most recent fiscal year: $2,818,097.
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant (649,675 shares) as of December 1, 1998 was
approximately $5,034,981 based upon $7.75, the price at which the stock was
sold on such date.
The Registrant had 2,782,392 shares of Common Stock outstanding as of
December 1, 1998.
Documents Incorporated by Reference: None
<PAGE>
PART I
Item 1. Description of Business
-----------------------
Business Development
--------------------
The Gallery of History, Inc. (hereinafter the "Registrant" or the "Company")
was incorporated in the State of Nevada on November 10, 1981.
The Company is engaged in the business of marketing historical
documents such as letters, documents and signatures of presidents and other
governmental and political figures, significant physicians, inventors, Nobel
Prize winners, explorers, aviators, scientists, entertainers, authors, artists,
musicians, composers, clergymen, judges, lawyers, military figures, and
well-known persons in sports, among others. Most of the documents were written
or executed by persons now deceased, but a significant number were written or
executed by persons still living, particularly in the entertainment, sports
and political areas. The Company's inventory of documents currently consists
of approximately 177,000 different documents. Retail sales of documents are
made from two galleries located at its headquarters in Las Vegas, Nevada and
at Georgetown Park in Washington, D.C. Documents are largely sold through
auctions and its headquarters location to other dealers and collectors.
The Company's marketing efforts principally target individuals who
have appreciated or collected antiques, paintings, lithographs, and other
works of art or other collectibles, but not necessarily historical documents,
and who may lack awareness of the availability of historical documents for
purchase.
The documents offered for sale by the Company through its retail
operations are selected from its inventory and are attractively framed,
sometimes together with memorabilia related to the documents, or with current
literature related to the signatory. Documents sold through the auction
operation are generally sold in a raw unframed state. All of the documents
are preserved by utilizing museum quality encapsulation materials, mattings
and protective coverings that are characteristically acid-free, and by other
steps taken to ensure the longevity of the documents.
The Company sells in its galleries a book entitled "The Handbook of
Historical Documents - A Guide to Owning History" authored by Todd M. Axelrod,
the Company's President and Chairman of the Board.
In early fiscal 1997, the Company formed a new division, called
Gallery of History Direct, dedicated to the issuance of bi-monthly catalogs
employing a mail/phone/fax/internet auction format featuring original
historical documents. Throughout fiscal 1998, the Company held eight
auctions. During fiscal 1997, the Company held seven auctions.
Inventory of Documents Owned
- ----------------------------
The Company purchases documents principally at auctions and from
private collectors, dealers in historical documents, estates and various
individuals who are not collectors but are in possession of documents. These
avenues of supply are likely to continue to be the Company's main sources of
inventory.
<PAGE>
In order to catalogue its diverse inventory, the Company has a
personal computer client server network. The computer system allows the
Company's sales staff to identify inventory held in the Company's central
repository and in its headquarters and Washington, D.C. galleries. The staff
can obtain descriptions of the documents and even obtain images of the
documents to exhibit to customers.
Clientele
- ---------
The Company has two primary marketing strategies. The first is its
direct sales approach via auctions and a catalog program. Originating from its
Corporate Headquarters, the Company developed a wholesale sales program
directed at autograph dealers, auction houses, major customers and
corporations. Its catalog program will distribute seven or eight different
catalogs per year to its own retail customers, collectors and dealers of
historical documents and a pre-qualified test market.
The Company's other primary marketing strategy is its retail
operation conducted through two locations, its headquarters in Las Vegas,
Nevada and a gallery located in Washington D.C. The marketing effort is to
attract persons who have not necessarily had an awareness of the existence of
historical documents available for private sale. The Company's staff is
generally required to educate its potential customers, who may be initially
dubious of the authenticity of documents owned and offered for sale by the
Company. When the Company has satisfied the prospective customer regarding
authenticity, interest in purchasing historically significant signatures,
letters and documents can be fostered.
For the year ended September 30, 1998, the Company sold
approximately 2,500 documents with an average single document sales price of
approximately $1,125. During the fiscal year ended September 30, 1997, the
Company generated sales of $570,950, which were attributable to customers
whose purchases accounted for at least 10% of total document sales. There was
no individual customer whose purchases totaled over 10% of sales for the year
ended September 30, 1998. None of these major customers have any direct
relationship with the Company.
Certificates of Authenticity
- ----------------------------
Documents purchased by the Company frequently are acquired by the
Company with guarantees from the sellers. Whether or not the Company receives
such a guarantee, it purchases documents subject to its own verification of
authenticity. To ascertain authenticity, the Company may utilize information
provided by the seller as to the transfer of ownership of documents; it may
subject the documents to its own expert examination; it may employ outside
experts available to it to examine the documents; or it may use other means.
The Company makes available to its customers a ten-year Certificate of
Authenticity, which obligates the Company to refund to the customer the
purchase price paid if any document is proven non-authentic. Should the
Company's determination of authenticity of documents be erroneous, it would be
likely to suffer a loss as a consequence thereof unless redress by the Company
against the seller of the documents could be obtained. The Company does not
carry any insurance and is currently not aware of any entity which would offer
<PAGE>
or underwrite such insurance at commercially reasonable rates to protect it
against a loss arising from either the purchase of documents lacking
authenticity or claims by customers for recovery against the Certificates of
Authenticity it issues. Claims made against the Company pursuant to its
Certificates of Authenticity since the inception of the Company in 1981 are
as follows: one claim of $18,000 in fiscal 1987; one claim of $60,000 in
fiscal 1992; three claims totaling $20,015 in fiscal 1993; and one claim of
$45,330 in fiscal 1998. Accordingly, the Company has not established a
reserve against the risk of forgery or against any exposure under the
Certificates of Authenticity.
Competition
- -----------
The Company does not regard the business of marketing historical
documents as a definable industry. There are a great number of dealers of
historical documents, of which many are only part-time operators, many are
located in homes without any established commercial location and many are
located in commercial office buildings or have retail space in metropolitan
areas. The Company competes primarily with art galleries, antique stores and
sellers of other collectible items, as well as dealers in historical
documents. In addition, certain department stores and other retail outlets
offer framed documents, usually as part of an overall effort to market
antiques and other specialty items.
In the past several years, many autograph dealers have closed their
retail gallery operations and are attempting to sell their inventories through
an auction format. In addition, many of the upscale malls are remerchandising
for middle-market masses as the consumer looks for warehouse shopping. Since
closing the Company's Fashion Show gallery in March 1997, the majority of the
Company's sales have been through its auction-wholesale efforts at the
Company's headquarters location. Thus, the Company has strategically moved
towards marketing through a mail/phone/fax/internet auction format with an
occasional live auction.
When acquiring documents, the Company competes with persons who
acquire documents for resale, as well as private collectors. The principal
sources for documents are auctions held in the United States and abroad,
private collectors, dealers in historical documents, estate sales, and the
recipients of documents and/or their families.
In the event prices for historical documents increase materially, the
Company's ability to acquire documents, and, in turn, its ability to market
such newly acquired documents to the general public, may be adversely
affected. If, however, prices for historical documents significantly
increase, the resale/wholesale value of the Company's 177,000 document
inventory would be positively affected. The Company does accept consignments
for its auctions. To the extent the Company is successful in attracting
consignments, it would be positively impacted by this higher price scenario
because the Company receives a commission from both the buyer and consignor
which is based upon a percent of the hammer price.
There is no assurance that the Company will be able to continue to
realize significant profits for its merchandise. Moreover, existing dealers
may choose to compete with the Company in the same manner or in a more
favorable format than that of the Company.
<PAGE>
Seasonal Business
- -----------------
The nature of the business in which the Company engages is not
seasonal. However, the Company has experienced in the past a surge in
November and December retail sales relating to the traditional holiday
shopping season. Because the Company expects to receive less than 5% of its
revenues from its gallery-retail sources, the benefit from a spike in holiday
shopping is expected to diminish.
Employees
- ---------
As of December 1, 1998, the Company had eleven full-time and four part-time
employees, in addition to its four executive officers.
Item 2. Properties
----------
The Company owns a building located at 3601 West Sahara Avenue, Las
Vegas, Nevada where its executive offices and framing operations are located.
The building contains approximately 33,187 square feet of net leasable space
of which the Company currently occupies 15,580 square feet and leases or is
offering to lease the remaining space to others. As of December 1, 1998,
11,126 square feet was being leased to seven tenants for an aggregate monthly
rental of $16,900 under leases expiring at varying times from February 1999
through June 2011. The Company believes that its headquarters' building is
adequate for its purposes for the foreseeable future and that the building is
adequately covered by insurance.
The Company's Georgetown Park, Washington D.C. gallery opened in
October 1989 with a lease expiring in September 1999. The gallery has 739
square feet.
The Company owns a Hewlett Packard Netserver LS2 and a Dell PowerEdge
4200 Server and twenty-one micro-computers. The computer system is used to
catalog and develop cost and other statistical information relating to the
Company's inventory, develop framing and graphic presentations, and handle
the Company's internal accounting functions. The Company also owns leasehold
improvements, fixtures and furniture in its galleries.
Item 3. Legal Proceedings
-----------------
The Company is not a party to any material litigation and none is
known to be contemplated against the Company.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
No matter was submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year ended September
30, 1998.
<PAGE>
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
--------------------------------------------------------------------
(a) The Company's Common Stock, par value $.001, is quoted on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") Small-Cap Market under the symbol HIST. The following table sets
forth the high and low bid quotations for the Company's Common Stock for the
periods indicated as reported on NASDAQ. The quotations set forth below
represent prices between dealers and do not include retail markups, markdowns
or commissions, nor do they represent actual transactions.
<TABLE>
<CAPTION>
High Low
Bid Bid
----- -----
<S> <C> <C>
Fiscal 1997
- -----------
October 1, 1996 - December 31, 1996 3-1/4 1-1/2
January 1, 1997 - March 31, 1997 3-1/4 2-3/4
April 1, 1997 - June 30, 1997 3-1/4 2-3/4
July 1, 1997 - September 30, 1997 2-7/8 2-3/4
Fiscal 1998
- -----------
October 1, 1997 - December 31, 1997 3 2-1/4
January 1, 1998 - March 31, 1998 2-3/4 2-1/2
April 1, 1998 - June 30, 1998 2-3/4 2-3/4
July 1, 1998 - September 30, 1998 2-7/8 1-1/2
</TABLE>
(b) As of December 1, 1998 there were approximately 140 holders of
record of the Company's Common Stock before calculating individual
participants in security position listings pursuant to Rule 17Ad-8 under the
Securities Exchange Act of 1934. The Company's transfer agent reported
approximately 261 beneficial owners of the Company's common stock as of
April 16, 1998.
(c) Since its inception in November 1981, the Company has not paid
any cash dividends to the holders of its Common Stock. The Company presently
intends to retain any earnings for its internal cash flow use and possible
repurchase of its own common stock.
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations
---------------------------------------------------------------
Liquidity and Capital Resources
-------------------------------
The Company has in the past acquired documents in excess of current
needs to accommodate future growth and appreciation. Because of this, the
Company believes it is not practicable to determine what portion of the
documents owned will be sold within the next operating cycle. Therefore, the
Company presents in its financial statements an unclassified balance sheet.
Accordingly, the traditional measures of liquidity in terms of changes in
working capital are not applicable. Cash, accounts receivable and prepaid
expenses (approximately $393,500 at September 30, 1998) exceeded the aggregate
of short-term liabilities (including the current portion of long-term debt) by
approximately $111,500. This compares to approximately $165,000 of short-term
liabilities in excess of cash, accounts receivable and prepaid expenses as of
September 30, 1997.
The Company has a bank line of credit in the amount of $100,000
through July 1999. Loans under the line are secured by the Company's
inventory of documents owned and bear interest at the prime rate plus 1.5%.
As of September 30, 1998, there were no funds drawn against this line of
credit. In addition, the Company has a reducing principal line of credit in
the amount of approximately $20,000 as of September 30, 1998, with a maturity
of March 1999. The principal is reduced by $4,667 a month. As of September
30, 1998, there were no funds drawn against this line of credit. Any funds
drawn bear interest at prime plus 1.5%. The Company's term mortgage note that
was converted to a reducing revolving line of credit in 1997 in the amount of
$1,839,523 has a 9% interest rate and a maturity date of July 2002. As of
September 30, 1998, there was an outstanding balance due of $467,778 giving
$1,311,988 available under this line of credit. In September 1998, the
Company borrowed $1,000,000 from Nanna Corp., a company owned 100% by Todd
Axelrod and his wife, Pamela. This note is due in three years with interest
payments monthly at a rate of 8.75%. The purpose of this note was to reduce
the Company's outstanding line of credit and to finance its stock repurchase
program. The Company cannot predict the extent to which similar sources will
be available to fund future operations. Accordingly, there is no assurance
that the Company's historical means of fulfilling its cash needs, or that
other means, will be available in the foreseeable future. The Company will
not be showing substantial cash balances because it is to the Company's
advantage to reduce its outstanding line of credit balance.
The Company believes that, by appropriately managing the timing and
amount of additional document acquisitions and generating new revenues from
its headquarters operations, the Company's current cash and working capital
requirements will be satisfied for the near term by revenue generated from
operations and amounts available under the existing lines of credit.
Net cash provided from operating activities exceeded cash used for
operating activities for the fiscal year ended September 30, 1998, largely due
to the net income generated and a reduction in the Company's existing document
inventory. Cash provided from operations was offset with a large increase in
accounts receivable, resulting from an auction at the end of the current
fiscal year. The cash generated from operations was primarily used to reduce
the Company's line of credit and the repurchase of its Common Stock.
<PAGE>
Perpetual inventory records kept by the Company contain inventory
descriptions and the purchase costs of such inventory. Although each
inventory item is unique, the majority of the Company's inventory consists of
major similar categories of documents. With respect to the similar categories
of documents, current retail sales information provides the Company with
ratios of its sales to cost of sales; the Company uses such information to
assist it in substantiating that its inventory value does not exceed market
value. The records for inventory categories are also periodically reviewed by
management to determine if there has been any known auction or interdealer
sales of similar documents at reduced prices and to determine if a reduction
in the inventory carrying value is needed. The Company's review of its
inventory of documents has not shown any significant decline in market value
below cost on an individual level or by major category. Retail and wholesale
sales by the Company have, to date, been in excess of carrying costs of the
documents sold. The Company has engaged an expert to help evaluate and
authenticate its inventory on a regular basis.
During the past two fiscal years, the Company has not experienced any
adverse impact arising from inflation. However, in the event prices for
historical documents increase materially, the Company's ability to acquire
documents, and, in turn, its ability to market such newly acquired documents
to its market, may be adversely affected. Thus, although the retail and
wholesale values of the Company's existing inventory might be favorably
affected by increasing prices, passing along such increases to customers could
have an inhibiting effect on the Company's overall business. Management of
the Company actually believes that tangible collectibles move inversely with
financial assets over the long term. As a result, during times of greater
inflationary expectations, tangible collectibles may actually be the
beneficiary of greater interest.
The Company anticipates no material commitments for capital
expenditures at the present time as the Company is not currently contemplating
additional gallery expansion. Management is not aware of any trend in the
Company's capital resources, which may have an impact on its income, revenue
or income from continuing operations. Manafement has analyzed its Year 2000
issues and does not anticipate any material effect to its operations or
financial condition.
Results of Operations
- ---------------------
Fiscal 1998 Compared to Fiscal 1997
- -----------------------------------
Document sales decreased 7% comparing fiscal 1998 to 1997 because of a
reduction in retail sales largely due to the closure of the Fashion Show mall
gallery in March 1997. Retail sales accounted for 5% of total sales for the
fiscal year ended September 1998 compared to 20% of total sales in 1997. The
Fashion Show gallery accounted for 13% of total sales for the fiscal year
1997. Auction sales increased 15% in fiscal 1998 over fiscal year 1997. The
Company conducted eight auctions in fiscal 1998 compared to seven in fiscal
1997. Fiscal 1998 was the Company's second year since its shift from the
<PAGE>
gallery-retail sales approach to an auction environment. Through its
experience, the Company will continue to expand its bidder base and test new
markets.
Total cost of sales increased 28% to 39% of net sales for fiscal 1998
as compared to 28% of net sales for fiscal 1997. This increase is attributed
to the costs of printing and mailing of the auction catalogs which amounted to
14% of net sales in fiscal 1998 compared to 7% of net sales in fiscal 1997.
Average printing and mailing cost of the catalogs for the fiscal 1998 auctions
was $48,569 compared to an average cost of $30,361 for the fiscal 1997
auctions. This increase is attributed to the Company mailing a substantial
number of catalogs in excess of its proven bidder base to test new markets.
Cost of documents amounted to 25% of net sales for fiscal 1998 compared to 21%
of net sales for fiscal 1997 due to fiscal 1997 including a greater amount of
sales at retail pricing.
Total operating expenses decreased 13% to 58% of net sales for fiscal
1998 compared to 62% of net sales for fiscal 1997. The decrease was largely
due to a restructuring charge incurred by the Company in fiscal 1997, which
amounted to 7% of net sales. Selling, general and administrative expenses
increased 1% to 52% of net sales for fiscal 1998 from 48% of net sales for
fiscal 1997. Approximately $80,000 was incurred in 1998 for the write off of
non-authentic material which was the result of the Company's continuing effort
to evaluate and authenticate its document inventory. Travel expenses
increased 33% and salaries increased 2% compared to fiscal 1997 due to the
auction operation. Depreciation expenses decreased 9% in fiscal 1998 from
fiscal 1997 largely due to equipment and leasehold improvements becoming fully
depreciated. Advertising expenses decreased 10% comparing fiscal 1998 to
fiscal 1997 due to a more selective approach in the Company's advertising
campaigns. Maintenance and repair costs decreased 57% in fiscal 1998 compared
to fiscal 1997, due to the reduced cost of maintaining its mainframe computer,
which was replaced with a PC client/server network.
Interest expense decreased 27% to 5% of net sales for fiscal 1998 as
compared to 6% of net sales for fiscal 1997. The decrease in interest expense
can be attributed to the lower average outstanding loan balances in the
current year.
Included in selling, general and administrative expenses is 50% of
the operating cost to maintain the headquarters building. This percentage is
the approximate square footage occupied by the Company's headquarters
operation to the total leasable space of the building. The remaining
building operating expenses plus the rental revenues realized are offset and
included in other income and expense. This amounted to approximately $160,000
operating profit for fiscal 1998 as compared to approximately $200,000
operating profit for fiscal 1997. The decrease is a result of a reduction
in leased square footage. Also included in other income and expense in the
previous fiscal year was the gain on repurchase of common stock as discussed
in Note 10 of the notes to consolidated financial statements.
<PAGE>
Item 7. Financial Statements.
---------------------
<TABLE>
TABLE OF CONTENTS
-----------------
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . 12
Consolidated Balance Sheets - September 30,
1998 and 1997. . . . . . . . . . . . . . . . . . . . 13
Consolidated Statements of Operations for
the Years ended September 30, 1998 and 1997. . . . . 14
Consolidated Statements of Changes in Stockholders'
Equity for the Years Ended September 30,
1998 and 1997. . . . . . . . . . . . . . . . . . . . 15
Consolidated Statements of Cash Flows for the Years
ended September 30, 1998 and 1997. . . . . . . . . . 16
Notes to Consolidated Financial Statements . . . . . 18
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Board of Directors and Stockholders
of Gallery of History, Inc.:
We have audited the accompanying consolidated balance sheets of
Gallery of History, Inc. (a Nevada Corporation) and subsidiaries as of
September 30, 1998 and 1997, and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the
years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Gallery of
History, Inc. and subsidiaries as of September 30, 1998 and 1997, and
the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting
principles.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
October 23, 1998
<PAGE>
</TABLE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND 1997
___________________________________________________________________
<CAPTION>
Notes 1998 1997
----- ---- ----
<S> <C> <C> <C>
ASSETS
Cash $ 15,069 $ 20,095
Accounts receivable 293,986 59,650
Prepaid expenses 84,421 50,928
Documents owned 1,10 6,557,812 6,980,816
Land and building-net 2,5,8 1,430,002 1,454,805
Property and equipment-net 1,2,5 235,004 258,536
Other assets 3 163,510 168,636
--------- ---------
TOTAL ASSETS $8,779,804 $8,993,446
========= =========
LIABILITIES
Accounts payable $ 82,050 $ 74,409
Notes payable 5 517,803 1,438,839
Indebtedness to related parties 4,5 1,000,000 --
Deposits 31,596 49,570
Deferred tax 170,524 144,043
Accrued and other liabilities 92,619 93,633
--------- ---------
TOTAL LIABILITIES 1,894,592 1,800,494
--------- ---------
COMMITMENTS AND CONTINGENCIES 8
STOCKHOLDERS' EQUITY
Common stock: $.001 par value;
authorized, 10,000,000 shares;
5,917,654 shares issued;
5,917,654 outstanding 6,10 5,918 5,918
Additional paid-in-capital 9,392,363 9,392,363
Accumulated deficit (82,073) (157,828)
Common stock in treasury (2,855,120
and 2,676,720 shares), at cost (2,430,996) (2,047,481)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 6,885,212 7,192,972
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $8,779,804 $8,993,466
========= =========
See the accompanying notes to consolidated financial statements.
________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997
___________________________________________________________________
<CAPTION>
Notes 1998 1997
----- ---- ----
<S> <C> <C> <C>
REVENUES 1 $2,818,097 $3,029,405
COST OF REVENUES 1,101,661 857,609
--------- ---------
GROSS PROFIT 1,716,436 2,171,796
--------- ---------
OPERATING EXPENSES:
Selling, general and administrative 1,462,727 1,454,907
Depreciation 1,2 73,042 80,702
Advertising 82,870 92,079
Maintenance and repairs 1 11,708 27,070
Loss on gallery closures -- 941
Restructuring charge 3 -- 217,438
--------- ---------
TOTAL OPERATING EXPENSES 1,630,347 1,873,137
--------- ---------
OPERATING PROFIT 86,089 298,659
--------- ---------
OTHER INCOME (EXPENSE):
Gain on repurchase of stock -- 356,553
Interest expense (132,972) (182,250)
Other, net 8 147,764 205,662
--------- ---------
TOTAL OTHER INCOME (EXPENSE) 14,792 379,965
--------- ---------
INCOME BEFORE INCOME TAXES 100,881 678,624
PROVISION FOR INCOME TAXES 1,7 25,126 146,343
--------- ---------
NET INCOME $ 75,755 $ 532,281
========= =========
EARNINGS PER SHARE 9
Basic $ .02 $ .16
==== ====
Diluted $ .02 $ .16
==== ====
See the accompanying notes to consolidated financial statements.
________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997
_____________________________________________________________________________
<CAPTION>
Additional Common
Common Stock Paid-in Accumulated Stock in
Shares Par Value Capital Deficit Treasury Total
------ --------- ------- ------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE
AT 9/30/96 5,917,654 $5,918 $9,392,363 $(690,109) -- $8,708,172
Repurchase
Common Stock,
at cost
(2,676,720
shares) -- -- -- -- (2,047,481) (2,047,481)
Net Income -- -- -- 532,281 -- 532,281
--------- ----- --------- -------- ---------- ---------
BALANCE
AT 9/30/97 5,917,654 $5,918 $9,392,363 $(157,828) $(2,047,481) $7,192,972
Repurchase
Common Stock,
at cost
(178,400
shares) -- -- -- -- (383,515) (383,515)
Net Income -- -- -- 75,755 -- 75,755
--------- ----- --------- -------- ---------- ---------
BALANCE
AT 9/30/98 5,917,654 $5,918 $9,392,363 $ (82,073) $(2,430,996) $6,885,212
========= ===== ========= ======== ========== =========
See the accompanying notes to consolidated financial statements.
________________________________________________________________
</TABLE>
<PAGE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997
___________________________________________________________________
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 75,755 $ 532,281
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 138,766 143,400
Gain on exchange of inventory for
common stock (356,553)
(Gain) loss on disposal of property 7,738 (4,315)
(Increase) decrease in:
Accounts receivable (234,336) 38,651
Prepaid expenses (33,493) 2,270
Documents owned (a) 423,004 250,417
Other assets 5,126 235,150
Increase (decrease) in:
Accounts payable 7,641 (9,708)
Deposits (17,974) 19,497
Deferred tax 26,481 144,043
Accrued and other liabilities (1,014) 2,930
-------- --------
Net cash provided by operating activities 397,694 998,063
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and
building improvements (98,169) (105,403)
Proceeds from sale of property
and equipment -- 2,000
Purchase of documents (a) -- --
-------- --------
Net cash used for investing activities (98,169) (103,403)
-------- --------
(a) Historically, the Company has normally acquired documents in excess
of current needs when purchasing opportunities are favorable to accommodate
future growth and appreciation. Purchases of $271,294 and $331,858 in
fiscal 1998 and 1997 included in the net decrease in inventory of documents
and frames owned ($423,004 in fiscal 1998 and $250,417 in fiscal 1997) are
shown as an operating activity above, without an allocation to investing
activities, because it is not practicable to determine what portion of the
documents owned will be sold within the next operating cycle.
(Continued)
<PAGE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1997
_____________________________________________________________________
1998 1997
---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank lines of credit $ -- $ 137,500
Repayments of bank lines of credit -- (137,500)
Proceeds from notes payable 2,352,903 55,000
Repayments of notes payable (2,273,939) (800,929)
Repurchase of common stock (383,515) (244,436)
--------- --------
Net cash used for financing activities (304,551) (990,365)
--------- --------
NET DECREASE IN CASH (5,026) (95,702)
CASH, BEGINNING OF YEAR 20,095 115,800
--------- --------
CASH, END OF YEAR $ 15,069 $ 20,095
========= ========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year for interest $ 130,820 $ 195,276
========= ========
Cash paid during the year for income taxes $ 18,800 $ 22,750
========= ========
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
For the year ended September 30, 1997:
(1) Documents with a cost of $1,446,492 were exchanged for shares of the
Company's common stock valued at $1,803,045.
(2) Debt of $70,499 was incurred for the purchase of a truck.
See the accompanying notes to consolidated financial statements.
________________________________________________________________
</TABLE>
<PAGE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
______________________________________________________________________
1. SIGNIFICANT ACCOUNTING POLICIES
Business Activity - Gallery of History, Inc. and subsidiaries (the "Company"),
a Nevada corporation, acquires documents of historical or social significance
and markets these documents to the general public.
The Company makes available to its customers a certificate of authenticity,
valid for ten years from date of purchase, for each document it sells. Under
the certificate, the Company is required to refund to the customer the
purchase price should any document prove to be a forgery or otherwise lack
authenticity. To ascertain authenticity, the Company relies upon the
reputation of sellers, opinions of experts under certain circumstances, the
history of prior ownership of such documents and other means.
Management's Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. Significant
intercompany accounts and transactions have been eliminated.
Unclassified Balance Sheets - The Company includes in its financial statements
unclassified balance sheets because it believes that such presentation is more
meaningful as a consequence of the Company's policy of acquiring documents in
excess of its current needs, and it is not practicable to determine what
portion of the documents owned will be sold within the next twelve months.
Accounts Receivable - Management reviews the collectibility of accounts
receivable and establishes an allowance if collection is deemed unlikely. As
of September 30, 1998 and 1997, no allowances were deemed necessary.
Documents Owned - Documents are stated at cost on a specific-identification
method, not in excess of estimated market value. Management reviews the value
of the documents owned on a regular basis to determine potential impairments
and to ensure that documents owned are not reflected at amounts in excess of
estimated market value.
Property and Equipment - Property and equipment are carried at cost.
Depreciation and amortization of property and equipment are provided on the
straight line method over their estimated useful lives.
Maintenance, repairs and renewals which neither materially add to the value of
the property nor appreciably prolong its life are charged to expense as
incurred. Gains or losses on dispositions of property and equipment are
included in other income.
Revenue - Revenue is recognized when the sale is consummated.
<PAGE>
Major Customers - Document sales attributable to major customers (i.e.,
individual customers whose purchases account for 10% or more of total document
sales) aggregated $570,950 for the year ended September 30, 1997. There was
no individual customer whose purchases totaled over 10% of sales for the year
ended September 30, 1998. None of the customers have any direct relationship
with the Company.
Income Taxes - Income taxes, where applicable, are provided at statutory
rates. Deferred income taxes are recognized for income and expense items
which are reported for tax purposes in different years than for financial
accounting purposes.
2. PROPERTY, EQUIPMENT, LAND AND BUILDING
Property and equipment and land and building at September 30, 1998 and 1997
consist of the following:
<TABLE>
<CAPTION>
Estimated
Service
Lives 1998 1997
------- ---- ----
<S> <C> <C> <C>
Land $ 580,000 $ 580,000
Building 30 years 1,428,751 1,403,377
--------- ---------
Total cost 2,008,751 1,983,377
Less accumulated depreciation 578,749 528,572
--------- ---------
Land and building - net $1,430,002 $1,454,805
========= =========
Equipment and furniture 5 years $ 647,092 $1,023,677
Leasehold improvements 5-15 years 337,905 338,145
--------- ---------
Total cost 984,997 1,361,812
Less accumulated depreciation
and amortization 749,993 1,103,276
--------- ---------
Property and equipment - net $ 235,004 $ 258,536
========= =========
</TABLE>
3. OTHER ASSETS
Other assets at September 30, 1998 and 1997 consist of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Book inventory net of amortization $ 14,780 $ 15,762
Framing raw materials inventory 143,908 144,587
Other 4,822 8,287
------- -------
Total $163,510 $168,636
======= =======
</TABLE>
<PAGE>
A restructuring charge was incurred during fiscal 1997 representing the write
down of certain assets, principally the Company's book inventory associated
with the Company's retail sales operations. The Company recently restructured
the nature of its business away from retail sales to wholesale/auction sales.
4. RELATED PARTIES
In May 1994, the Company borrowed $110,000 from Pamela Axelrod, a Vice
President of the Company. The loan was paid in full during fiscal 1997. In
September 1998, the Company borrowed $1,000,000 from Nanna Corp., a company
owned 100% by Todd Axelrod, the President of the Company and his wife, Pamela.
The loan bears interest at 8.75%. The loan is a three year note with interest
only payment monthly. The proceeds of this loan were used to pay down the
Company's mortgage on its building which was at a higher interest rate.
Interest expense on related party notes was $243 during fiscal year 1998.
The Company purchased catalogs for its auction operation from Nanna Corp.
During fiscal 1998, the Company paid $157,500 to Nanna Corp. for catalogs for
eight auctions. During fiscal 1997, the Company paid $146,500 for catalogs
for seven auctions. The Company believes that such purchase prices were
substantially comparable to what it would have had to pay an unrelated
supplier. As of the June 1998 auction, the Company began utilizing a
different source for its catalog printing.
5. NOTES PAYABLE AND INDEBTEDNESS TO RELATED PARTIES
Debt consists of the following at September 30:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Reducing revolving line of credit in the amount
of $1,839,523. The line has a 59 month
amortization of principal at a 9% interest
rate, a balloon payment due at maturity of
July 15, 2002 in the amount of $1,565,106 or
the outstanding balance if the line is paid
down. The note is collateralized by a building. $ 467,778 $1,376,239
Related party note payable at 8.75% interest.
The note has monthly interest payments with
principal due September 29, 2001. 1,000,000 --
Term note payable at 7.99% with 60 monthly
payments of principal and interest with the
unpaid balance due March 5, 2002,
collateralized by a truck. 50,025 62,600
--------- ---------
Total $1,517,803 $1,438,839
========= =========
</TABLE>
<PAGE>
Maturities of notes payable are as follows for fiscal years ending
September 30:
<TABLE>
<S> <C>
1999 $ 107,392
2000 141,297
2001 1,177,264
2002 91,850
---------
Total $1,517,803
=========
</TABLE>
The Company has a line of credit from a bank in the amount of $100,000
available through, and due on July 15, 1999. As of September 30, 1998, there
were no funds drawn against this line of credit. Any funds drawn bear
interest at prime plus 1.5%. In addition, the Company has a reducing
principal line of credit in the amount of approximately $23,000 as of
September 30, 1998, with a maturity of March 1999. The principal is reduced
by $4,667 a month. As of September 30, 1998, there were no funds drawn
against this line of credit. Any funds drawn bear interest at prime plus 1.5%.
In July 1997, the Company's term mortgage note was converted to a reducing
revolving line of credit in the amount of $1,839,523. The line of credit has
a 59 month amortization of principal, a 9% interest rate and a maturity date
of July 2002. As of September 30, 1998, there was $1,311,988 available under
this line of credit.
The estimated fair value of the Company's debt at September 30, 1998 and 1997,
respectively, was approximately $1,518,000 and $439,000, which approximates
its book value. The estimated fair value amounts were based on discounted
cash flow valuations, because none of the Company's debt has quoted market
prices. Discount rates were estimated based on current rates offered to the
Company for debt having similar amounts and maturities.
6. COMMON STOCK AND STOCK OPTIONS
The Company has reserved 1,100,650 shares of common stock for warrants and
options. Warrants were issued for 100,000 shares of common stock in December
1990 and reissued in November 1991 expiring in November 1997.
The following table summarizes the common stock options granted, exercised
and canceled or expired during the two years in the period ended September
30, 1998:
<TABLE>
<CAPTION>
Number Exercise Expiration
of Shares Prices Dates
--------- ------ -----
<S> <C> <C> <C>
Outstanding, 9/30/96 374,400 $2.47 to $4.50 1998
Canceled or expired (45,000)
-------
Outstanding, 9/30/97 329,400 $2.47 to $4.50 1999
=======
</TABLE>
<PAGE>
Employee incentive options were issued for 329,388 shares prior to October 1,
1991. No employee incentive options were issued in fiscal 1998 and none
remain outstanding as of September 30, 1998.
The Company accounts for its stock-based compensation plans under Accounting
Principles Board Opinion No. 25, under which no compensation cost has been
recognized. In fiscal year 1997, the Company adopted Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation", and noted that the impact of adopting SFAS 123 on the net
income (loss) in 1998 and 1997, respectively, was immaterial.
7. INCOME TAXES
The provision for income taxes for the years ended September 30, 1998 and 1997
are as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Current
Federal $ (1,355) $ 2,300
Deferred 26,481 144,043
-------- -------
Total $ 25,126 $ 146,343
======== ========
</TABLE>
Components of deferred tax assets (liabilities) for the years ended
September 30, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Depreciation $(207,145) $(190,779)
Other -- (98)
-------- --------
Gross deferred tax liabilities (207,145) (190,877)
-------- --------
Net operating loss carryforward 25,561 27,966
Other 11,050 18,868
-------- --------
Gross deferred tax assets 36,621 46,834
-------- --------
Net deferred tax liabilities $(170,524) $(144,043)
======== ========
</TABLE>
Statement of Financial Accounting Standards No. 109 requires recognition of
the future tax benefit of these assets to the extent realization of such
benefits is more likely than not, otherwise, a valuation allowance is applied.
<PAGE>
The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rates
to the loss before income taxes and cumulative effect of a change in
accounting principle as a result of the following differences:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Statutory U.S. tax rate (35%) $ 35,308 $237,518
Increase (decrease) from rate:
Effect of unrecognized tax benefits (19,085) --
Other 8,903 (405)
Change in valuation allowance -- (90,770)
------- -------
Effective tax rate (24.9%, 21.6%) $ 25,126 $146,343
======= =======
</TABLE>
As of September 30, 1998, the Company had the following income tax loss
carryforwards available for income tax purposes:
<TABLE>
<CAPTION>
Expiration Amounts
Dates
---------- -------
<S> <C> <C>
Federal regular tax operating
loss carryforwards 2009 to 2011 $ 73,031
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
The Company entered into non-cancellable operating lease agreements which call
for certain minimum lease payments plus contingent lease payments based on
annual sales above specified amounts and allocation of common area management
charges. Future minimum lease payments at September 30, 1998 exist only for
the Georgetown Park mall in the amount of $40,645 payable during the 1999
fiscal year.
The lease covering the sales outlet in Georgetown, Washington D.C. expires in
fiscal 1999, and contains no specific renewal terms. The lease for the Las
Vegas, Nevada gallery expired March 31, 1997. Rental expense, consisting of
minimum rentals and common area management charges, for the periods ended
September 30, 1998 and 1997 was $61,981 and $88,830, respectively.
The Company leases office space in its headquarters building to tenants under
non-cancellable operating leases. Such leases provide for payment of minimum
rentals plus escalation charges determined by certain expenses incurred in the
operation of the building. Lease periods range from two to twenty years with
various renewal options. Rental income for the periods ended September 30,
1998 and 1997 was $239,496 and $281,045, respectively. Included in Selling,
General and Administrative Expenses is 50% of the building's operating costs
representing area occupied by the Company's headquarters operation. Included
<PAGE>
in Other Income (Expense) is the net rental income realized by the building
operation less the remaining operation expenses. This resulted in other
income of $160,140 and $200,254 for the periods ended September 30, 1998 and
1997, respectively. Specific net assets identifiable with rental real estate
totaled $775,231 and $788,055 at September 30, 1998 and 1997, respectively.
Future minimum lease payments receivable from non-cancellable operating
leases as of September 30, 1998, excluding amounts applicable to reimbursable
expenses, are as follows:
<TABLE>
<S> <C>
1999 $ 189,680
2000 171,705
2001 152,720
2002 126,415
2003 107,295
Thereafter 939,323
---------
Total $1,687,138
=========
</TABLE>
9. EARNINGS PER SHARE
The computation of earnings per share is based on the weighted average number
of shares of common stock outstanding, 3,173,468 and 3,328,669 for the years
ended September 30, 1998 and 1997, respectively.
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 - Earnings Per Share ("SFAS 128").
SFAS 128 is effective for periods ending after December 15, 1997 and replaces
currently reported earnings per share with "basic," or undiluted, earnings per
share and "diluted" earnings per share. Basic earnings per share is computed
by dividing reported earnings by the weighted-average number of common shares
outstanding during the period. Diluted earnings per share reflects the
additional dilution for all potentially dilutive securities such as stock
options.
The Company adopted the provisions of SFAS 128 in its 1998 annual financial
statements and all previously reported earnings per share amounts are restated.
The following table discloses the Company's earnings per share for the years
ended September 30, 1998 and 1997, as determined in accordance with SFAS 128.
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Net income per share
Basic $.02 $.16
Diluted $.02 $.16
</TABLE>
<PAGE>
10. REPURCHASE OF COMMON STOCK
On October 18, 1996, the Company repurchased 2,659,720 shares of its common
stock, representing the entire interest of the Company's largest shareholder
for total consideration of $2,000,000, consisting of 460 documents valued at
$1,803,045 and $196,955 in cash. The value of the inventory was negotiated
by the parties based on an independent expert's appraisal. The book value of
the inventory was $1,446,492, resulting in a gain on disposition of $356,553.
In fiscal 1997, the Company purchased 17,000 shares of its common stock at an
average price of $2.793. During fiscal 1998, the Company purchased 178,400
shares at an average price per share of $2.15. Subsequently, during October
1998, the Company purchased 280,142 shares of its common stock at an average
price of $1.546.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------------------
Directors, Executive Officers and Significant Employees
- -------------------------------------------------------
Set forth below are the present directors, executive officers and any
significant employees of the Company. Note that there are no other persons
who have been nominated or chosen to become directors nor are there any other
persons who have been chosen to become executive officers. Directors are
elected until the next annual meeting of shareholders and until their
successors are duly elected and qualified. Officers are elected for terms of
one year, or until their successors are duly elected and qualified or until
terminated by the action of the Board of Directors.
<TABLE>
<CAPTION>
Has Servered
as Director
Position(s) with Conntinuously
Name Age the Company Since
- --------------- --- ----------------------- -------------
<S> <C> <C> <C>
Todd M. Axelrod 49 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 50 Treasurer/Assistant 1984
Secretary and Director
Pamela Axelrod 43 Executive Vice President and 1995
Director
Roger P. Croteau 36 Director 1997
Bernard Duke 71 Director 1998
</TABLE>
The only relationship by blood, marriage or adoption (not more remote than
first cousin) between any Director or executive officer of the Company is that
of Todd Axelrod, President and Chairman of the Board of Directors and his wife
Pamela Axelrod, Executive Vice-President and Director.
Set forth below are brief accounts of the business experience during the past
five years of each director and executive officer of the Company.
Todd M. Axelrod has been Chairman of the Board of Directors and President of
the Company since its inception in November 1981. Mr. Axelrod has been a
private collector of valuable historical documents since 1968. Mr. Axelrod
authored a book entitled "The Handbook of Historical Documents - A guide to
Owning History", which the Company sells in its galleries.
Rod R. Lynam has been Treasurer and Chief Financial Officer of the Company
since September 1984.
Pamela Axelrod has been a Vice-President since 1992 and served as the Manager
of the Las Vegas Fashion Show gallery from June 1984 to April 1996. She has
served as Executive Assistant to the President from April 1996.
<PAGE>
Roger P. Croteau is a practicing attorney and has been a partner in the law
firm of Croteau & Shawhan, Ltd., Las Vegas, Nevada since November 1996. Prior
to his current position, Mr. Croteau was Associate General Counsel for the
State Industrial Insurance System from June 1995 to November 1996; Corporate
Associate, Gordon & Silver, Ltd., Las Vegas, Nevada from July 1994 to June
1995; and Associate General Counsel for H. P. Hood, Inc. from May 1992 to
July 1994.
Bernard Duke was elected to the Company's Board of Directors in February 1998.
From 1992 to 1997, Mr. Duke had been a Director, Vice President and Chief
Executive Officer of TFH Publications, Inc., of Neptune City, New Jersey.
From 1984 to 1996, Mr. Duke was a Director and member of the Executive
Committee of Graphic Arts Mutual Insurance Company.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of
the Company's Common Stock, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership
of Common Stock of the Company. Officers, directors and greater than ten
percent stockholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.
To the Company's knowledge, during the fiscal year ended September 30, 1998,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were complied with. In making
these disclosures, the Company has relied solely on a review of the copies of
such reports furnished to the Company and written representations of its
directors, executive officers and its greater than ten percent stockholders.
Item 10. Executive Compensation
----------------------
The following summary compensation table sets forth information concerning
the annual and long-term compensation for services in all capacities to the
Company for the fiscal years ended September 30, 1998, 1997 and 1996, of
those persons who were (i) the chief executive officer and (ii) the other
most highly compensated executive officers of the Company, whose annual base
salary and bonus compensation was in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Name and Principal Fiscal Annual Compensation
Position Year Salary Bonus
- ------------------ ---- ------- ------
<S> <C> <C> <C>
Todd M. Axelrod 1998 $137,469 $26,304
President and Chief 1997 132,500 25,000
Executive Officer 1996 133,500 25,000
Pamela R. Axelrod 1998 $137,469 $26,304
Executive Vice-President 1997 132,500 $25,000
1996 132,500 25,000(1)
</TABLE>
<PAGE>
(1) Accrued bonus paid during December 1996.
During the three year period ended September 30, 1998 the Company did not
grant any stock options or stock appreciation rights to any of the named
executive officers of the Company. In addition, none of the named executive
officers held any stock options.
During the fiscal year ended September 30, 1998, no director received any
compensation for attending meetings of the Board of Directors and the Company
presently intends that the same will be the case for the fiscal year ended
September 30, 1999. Directors are reimbursed, however, for reasonable
expenses incurred on behalf of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The following table sets forth certain information, as of December 1, 1998,
regarding those persons known to the Company to be the beneficial owners of
more than five percent of the Common Stock of the Company, by all Directors of
the Company, by each of the named Executive Officers and by all Officers and
Directors of the Company as a group.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Holder Beneficial Ownership(1) of Class
- -------- -------------------- ----------------------- --------
<S> <C> <C> <C>
Common Todd M. Axelrod(2) 2,132,612 (3)(5) 76.6%
Stock
Common Rod R. Lynam(2) 105 (4)
Stock
Common Pamela Axelrod(2) 2,132,612 (5) 76.6%
Stock
Common Gerald Newman 431,500 (6) 14.3%
Stock Seabreeze Lane
Amagansette, NY 10093
Common All Executive Officers 2,132,717 76.7%
Stock and Directors as a
group (3 persons)
</TABLE>
(1) Except as otherwise noted in (5) below, the individuals referred to above
have sole voting and investment power in regard to their Common Stock,
subject to applicable community property laws.
(2) Address is the same as the Company's address.
(3) Includes 1,029,511 shares of Common Stock owned of record and beneficially
by Pamela Axelrod, Mr. Axelrod's wife, for which Mr. Axelrod has been
<PAGE>
appointed proxy (as discussed in Note (5) below). Excludes 102 shares of
Common Stock owned of record and beneficially by Ruth Canvasser, Mr.
Axelrod's mother; as to which Mr. Axelrod disclaims beneficial ownership.
(4) Less than 1%.
(5) Pamela Axelrod has appointed Todd Axelrod her proxy with full power of
substitution, to vote all of her 1,029,511 shares and to give all consents
on all matters that Mrs. Axelrod may be entitled to vote or consent to at
any meeting of the stockholders of the Company or under any other
circumstance where a vote or consent of stockholders is required. Includes
1,103,101 shares held by Todd Axelrod, as to which Pamela Axelrod disclaims
beneficial ownership (see Note (3) above).
(6) Includes 200,000 shares of Common Stock issuable upon exercise of options
to purchase such shares at an exercise price of $2.47 per share, 10,000
shares of Common Stock issuable upon exercise of options to purchase such
shares at an exercise price of $3.00 per share and 25,000 shares of Common
Stock issuable upon exercise of options to purchase such shares at an
exercise price of $4.50 per share.
(C) Changes in Control
-------------------
In October 1996, the Company repurchased 2,659,720 shares, or approximately
45%, of its outstanding common stock, for total consideration of $2,000,000,
consisting of 460 documents valued at $1,803,045 and $196,955 in cash. The
value of the inventory was negotiated by the parties based on an independent
expert's appraisal.
There are no other arrangements known to the Company, the operation of which
may at a subsequent date result in a change of control of the Registrant.
Item 12. Certain Relationships and Related Transactions
----------------------------------------------
In May 1994, the Company borrowed $110,000 from Pamela Axelrod, which was paid
in full during fiscal 1997. The Company borrowed $1,000,000 in September 1998
from Nanna Corp., a company owned by Todd Axelrod and his wife Pamela Axelrod.
The loan is payable of interest only at a rate of 8.75% with principal due
September 2001. Interest expense on related party notes was $243 during
fiscal year 1998. The proceeds for such loans have been utilized by the
Company to reduce its outstanding line of credit.
The Company purchased catalogs for its auction operation from Nanna Corp.
During fiscal 1998, the Company has paid $157,000 for catalogs for its eight
auctions; in fiscal 1997, the Company paid $146,500 for catalogs for its
seven auctions. The Company believes that such purchase prices were
substantially comparable to what it would have had to pay an unrelated
supplier. As of the June 1998 auction, the Company began utilizing a
different source for its catalog printing.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K
--------------------------------
(a)1 & 2. Financial Statements See Item 7 in Part II of this report.
All other financial statement schedules are omitted because the information
required to be set forth therein is not applicable or because that information
is in the financial statements or notes thereto.
(a)3. Exhibits
3.1 Articles of Incorporation and By-Laws.*
3.2 Amendment to Articles of Incorporation filed July 9, 1984.*
3.3 Amendment to Articles of Incorporation filed May 29, 1990.**
10.4 Lease between Georgetown Park Associates and the Company dated
August 22, 1989.***
10.5 Gallery of History, Inc. 1992 Stock Option Plan.****
10.6 Agreement and Release dated October 11, 1996 between Ethelmae
Stuart Haldan, as trustee of the Ethelmae S. Haldan Trust dated
March 30, 1987, and Gallery of History, Inc.*****
21 List of Subsidiaries.
23 Consent of Independent Auditors.
27 Financial Data Schedule.
* Incorporated by reference to the Registrant's Registration Statement
on Form S-18, File No. 2-95737-LA.
** Incorporated by reference to the Registrant's Form 10-K for its
fiscal year ended September 30, 1990, File No. 0-13757.
*** Incorporated by reference to the Registrant's Form 10-KSB, fiscal year
ended September 30, 1993, File No. 0-13757.
**** Incorporated by reference to the Registrant's Form 10-KSB, fiscal year
ended September 30, 1994, File No. 0-13757.
***** Incorporated by reference to the Registrant's Form 10-KSB, fiscal year
ended September 30, 1996, File No. 0-13757.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: December 9, 1998
GALLERY OF HISTORY, INC.
By: /s/ Todd M. Axelrod
----------------------
Todd M. Axelrod,
Chairman and President
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- -------------------- --------------------------- ------------------
<S> <C> <C>
/s/ Todd M. Axelrod President and December 9, 1998
- -------------------- Chairman of the
Todd M. Axelrod Board of Directors
(Principal Executive Officer)
/s/ Rod Lynam Treasurer/Assistant December 9, 1998
- -------------------- Secretary and Director
Rod Lynam (Principal Financial and
Accounting Officer)
/s/ Pamela Axelrod Executive Vice President December 9, 1998
- -------------------- and Director
Pamela Axelrod
/s/ Roger P. Croteau Director December 9, 1998
- --------------------
Roger P Croteau
/s/ Bernard Duke Director December 9, 1998
- --------------------
Bernard Duke
</TABLE>
EXHIBIT 21 - LIST OF SUBSIDIARIES
---------------------------------
The following subsidiaries are wholly owned by the parent company Gallery of
History, Inc., which was incorporated in Nevada in November 1981:
3601 West Sahara Corp.
A Nevada Corporation
Gallery of History, Inc.
A Delaware Corporation
Gallery of History Auctions, Inc.
A Nevada Corporation
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our report dated October 23, 1998 included in this Form 10-KSB, into the
Company's previously filed Form S-8 Registration Statement File No. 33-17896.
/S/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
December 7, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Balance Sheet dated September 30, 1998 and its
Consolidated Statement of Operations covering the period from October 1,
1997 to September 30, 1998 and is qualified in its entirety by reference
to such financial statement and notes thereof.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> SEP-30-1998
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<ALLOWANCES> 0
<INVENTORY> 6557812
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<PP&E> 2413749
<DEPRECIATION> 1328743
<TOTAL-ASSETS> 8779804
<CURRENT-LIABILITIES> 0
<BONDS> 1410411
0
0
<COMMON> 5918
<OTHER-SE> 6879294
<TOTAL-LIABILITY-AND-EQUITY> 8779804
<SALES> 2818097
<TOTAL-REVENUES> 2818097
<CGS> 1101661
<TOTAL-COSTS> 1101661
<OTHER-EXPENSES> 1630347
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 132972
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<EPS-PRIMARY> .02
<EPS-DILUTED> .02
