SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 0-13757
GALLERY OF HISTORY, INC.
(Exact Name of Small Business Issuer as 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: (702) 364-1000
Check whether the issuer (1) filed all reports required 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
The Registrant had 5,548,484 shares of Common Stock, par value $.0005,
outstanding as of August 1, 1999.
<PAGE>
<TABLE>
Part 1 - FINANCIAL INFORMATION
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
______________________________________________________________________________
<CAPTION>
JUNE 30, SEPTEMBER 30,
1999 1998
----------- ------------
<S> <C> <C>
ASSETS
Cash $ 2,968 $ 15,069
Accounts receivable 43,978 293,986
Prepaid expenses 59,077 84,421
Documents owned 6,587,252 6,557,812
Land and building-net 1,392,123 1,430,002
Property and equipment-net 481,547 235,004
Other assets 152,369 163,510
---------- ----------
TOTAL ASSETS $ 8,719,314 $ 8,779,804
========== ==========
LIABILITIES
Accounts payable $ 181,177 $ 82,050
Notes payable 910,742 517,803
Indebtedness to related parties 1,000,000 1,000,000
Deposits 23,147 31,596
Deferred tax 162,850 170,524
Accrued and other liabilities 127,680 92,619
---------- ----------
TOTAL LIABILITIES 2,405,596 1,894,592
---------- ----------
STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
20,000,000 shares authorized;
11,835,308 shares issued
and outstanding 5,918 5,918
Additional paid-in-capital 9,392,363 9,392,363
Accumulated deficit (157,010) (82,073)
Common stock in treasury (6,286,824
and 5,710,240 shares), at cost (2,927,553) (2,430,996)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 6,313,718 6,885,212
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 8,719,314 $ 8,779,804
========== ==========
See the accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
_____________________________________________________________________________
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 31,
1999 1998 1999 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 616,560 $ 692,288 $1,866,886 $2,097,409
COST OF GOODS SOLD 233,763 277,059 712,159 812,398
-------- -------- --------- ---------
GROSS PROFIT 382,797 415,229 1,154,727 1,285,011
-------- -------- --------- ---------
OPERATING EXPENSES:
Selling, general and
administrative 329,009 356,397 1,061,886 1,081,789
Depreciation 21,358 17,010 55,130 55,857
Advertising 14,630 15,504 46,478 67,106
Maintenance & repairs 3,571 2,060 10,867 8,103
Loss on gallery closure -- -- 9,475 --
-------- -------- --------- ---------
TOTAL OPERATING EXPENSES 368,568 390,971 1,183,836 1,212,855
-------- -------- --------- ---------
OPERATING INCOME (LOSS) 14,229 24,258 (29,109) 72,156
-------- -------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (37,250) (32,373) (119,959) (100,584)
Other 23,114 41,207 65,970 122,436
-------- -------- --------- ---------
TOTAL OTHER INCOME (EXPENSE) (14,136) 8,834 (53,989) 21,852
-------- -------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES 93 33,092 (83,098) 94,008
(PROVISION) CREDIT FOR
INCOME TAX -- 2,923 8,161 (487)
-------- -------- --------- ---------
NET INCOME (LOSS) $ 93 $ 36,015 $ (74,937) $ 93,521
======== ======== ========= =========
EARNINGS (LOSS) PER SHARE:
Basic $ -- $ .01 $(.01) $ .01
==== ==== ==== ====
Diluted $ -- $ .01 $(.01) $ .01
==== ==== ==== ====
See the accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
______________________________________________________________________________
<CAPTION>
NINE MONTHS ENDED JUNE 30,
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (74,937) $ 93,521
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 104,669 105,068
(Increase) decrease in:
Prepaid expenses 25,344 (21,988)
Accounts receivable 250,008 11,840
Documents owned (29,440) 261,103
Other assets 11,141 (1,483)
(Decrease) increase in:
Accounts payable 99,127 (40,360)
Deposits (8,449) (21,260)
Deferred tax (7,674) 1,842
Accrued and other liabilities 35,061 2,934
-------- --------
Net cash provided by operating activities 404,850 391,217
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (313,333) (80,730)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 1,763,520 825,026
Repayments of notes payable (1,370,581) (1,010,275)
Repurchase of common stock (496,557) (93,513)
-------- --------
Net cash used in financing activities (103,618) (278,762)
-------- --------
NET INCREASE (DECREASE) IN CASH (12,101) 31,725
CASH, BEGINNING OF PERIOD 15,069 20,095
-------- --------
CASH, END OF PERIOD $ 2,968 $ 51,820
======== ========
See the accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Month Period Ended June 30, 1999 and 1998
_____________________________________________________________________________
1) Summary of Significant Accounting Policies
------------------------------------------
The consolidated financial statements included herein have been prepared by
Gallery of History, Inc. (the Company), without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. In the opinion of
management, all adjustments, consisting of normal recurring items, necessary
for a fair presentation of the results for the interim periods have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. It is
suggested that these consolidated financial statements are read in conjunction
with the financial statements and the notes thereto included in the Company's
1998 Annual Report on Form 10-KSB.
2) Unclassified Balance Sheet
--------------------------
The Company includes in its financial statements an unclassified balance sheet
because it believes that such presentation is more meaningful as a consequence
of the Company's historical policy of acquiring documents in excess of its
current needs, when feasible, and it is not practicable to determine what
portion of the documents owned will be sold within the next twelve months.
3) Repurchase of Common Stock
--------------------------
In October 1996, the Company repurchased 5,319,440 shares of its common stock
for total consideration of $2,000,000, consisting of 460 documents valued at
$1,803,045 and $196,955 in cash. In fiscal 1998, the Company purchased 356,800
shares of its common stock at an average price of $1.07 a share. In October
1998, the Company purchased 560,284 shares of its common stock at an average
price of $.77 a share. In April 1999, the Company purchased 16,300 shares of
its common stock at an average price of $3.90 a share. Some of these purchases
were made in the open market and others were privately negotiated transactions.
4) Earnings per Share
------------------
The computation of earnings or loss per share is based on the weighted average
number of shares of common stock outstanding and stock options granted that
are outstanding, if applicable. To derive basic earnings per share, the
average number of shares outstanding for the three months ended June 30, 1999
and 1998 were 5,552,066 and 6,416,319, respectively; and for the nine month
period ended June 30, 1999 and 1998, average shares outstanding were 5,571,320
and 6,420,073, respectively. To derive diluted earnings per share, the average
number of shares for the three months ended June 30, 1999 and 1998 were
5,552,066 and 6,449,635, respectively; and for the nine month period ended
June 30, 1999 and 1998, average shares outstanding were 5,900,656 and
6,470,035, respectively.
5) Stock Split
-----------
The Company declared a two-for-one stock split for its shareholders of record
as of December 24, 1998. The distribution was made January 8, 1999. All
common stock numbers presented herein have been restated to reflect the stock
split.
<PAGE>
Part 1 - Item 2 Financial Information
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
Due to the nature of the Company's inventory of documents owned, the Company
has presented an unclassified balance sheet (see Note 2 to the consolidated
financial statements). Accordingly, the traditional measures of liquidity in
terms of changes in working capital are not applicable.
The Company realized an increase in cash provided by operating activities
comparing the two nine month periods ended June 30, 1999 and 1998. The
increase was largely due to a decrease in accounts receivable and an increase
in accounts payable. The decrease in accounts receivable resulted from an
auction held at the end of September 1998. Hence, at year end, most of the
receivables were not yet collected. An increase in accounts payable resulted
during the current period due to payables for consigned sales for the June
1999 auction and for document purchases. The Company had previously engaged
an outside consulting firm to thoroughly redesign its computer system, which
would include improvements in the Company's computer operating system as well
as custom designed applications software for maintaining its inventory, sales
and auction operations. During the quarter the Company has been negatively
impacted by the acknowledged negligence by this consulting firm. As a result,
the Company is without the application software which was to be completed by
April 30, 1999 and the Company's original $200,000 budget for the project,
including the software and hardware requirements, will be exceeded by at least
another $100,000 before completion. As a settlement agreement, the consulting
firm had agreed to provide the Company with two additional software
applications; subsequently, this consulting firm has reneged on its settlement
agreement. As a result, the Company is currently negotiating with a new
software consulting firm to provide the two new software applications and
provide ongoing maintenance for both the Company's software applications and
hardware networks. The increase in cash used for investing activities
included these consulting fees incurred to date in addition to added hardware
requirements. Other utilization of the cash provided from operations and an
increase in notes payable was for the repurchase of the Company's common stock.
In October 1998, the Company purchased 560,284 shares of its common stock at
an average price of $.77 per share and in April 1999, the Company purchased
16,300 shares of its common stock at an average price of $3.90 a share.
The Company has available a line of credit from its bank in the amount of
$100,000 at an interest rate of 1.5% over the prime rate with a maturity date
of July 15, 2000. Loans under the line are secured by the Company's inventory.
As of June 30, 1999, there was no outstanding balance on this line of credit.
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 at a 9% interest rate and a balloon
payment due at maturity in July 2002 of the then current balance. This line
of credit is collateralized by the Company's headquarters building. As of
June 30, 1999, there was $867,097 available under this line of credit with a
principal balance of $870,818. All excess cash is applied against this loan
rather than maintaining excessive cash balances. In September 1998, the
Company borrowed $1,000,000 from Nanna Corp., a company owned 100% by Todd
Axelrod and his wife Pamela. Nanna Corp. has since dissolved, as a result the
note was transferred to Mr. Axelrod. This note is due April 30, 2002, with
interest payments monthly at a rate of 8%. The purpose of this note was to
<PAGE>
reduce the Company's outstanding line of credit and to finance its stock
repurchase program.
On January 15, 1999, the Company reached an agreement with the Georgetown Park
lessor to immediately close the Company's last outside retail location. The
lease had an expiration date of September 1999. The Company's cost to close
the Washington, D.C. gallery was $9,475. The only remaining showroom gallery
for the Company is at its headquarters offices in Las Vegas, Nevada.
The Company believes its 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. In the event the Company does
not generate sufficient working capital from operations, the Company will seek
alternative equity and/or debt financing, the availability and terms of which
cannot be assured.
Results of Operations
- ---------------------
Document revenues decreased 11% for the quarter and for the nine months
comparing the periods ended June 30, 1999 and 1998. This decrease is due to a
reduction in retail sales that declined 68% comparing the quarters and 140%
comparing the nine month periods. However, retail sales amounted to only 6%
of total sales for the nine month period ending June 30, 1999 compared to 14%
of total sales for the nine month period ended June 30, 1998. The decline in
retail sales is the result of the closure of the Georgetown gallery in addition
to a decrease at the headquarter office sales. Auction sales decreased 3% for
both the quarter and nine month periods comparing June 30, 1999 to June 30,
1998. This decrease was due to a larger quantity of consigned items presented
in the Company's auctions during the current fiscal period. Consignments
amounted to 10% of total sales for the nine month period ended June 30, 1999
compared to 4.5% of total sales for the nine month period ended June 30, 1998.
Recording consigned items, the Company realizes commissions and premiums but
not the sales amount.
Cost of goods sold remained consistent comparing the two quarter periods ended
June 30, 1999 and 1998; 38% of net sales for 1999 compared to 40% of net sales
for 1998. The same is true comparing the six month periods, which resulted in
38% of net sales for the current nine month period compared to 39% of net
sales for the previous year nine month period. Document costs amount to 23%
of net sales for the quarter and 24% of net sales for the nine month period
ended June 30, 1999 compared to 24% for the quarter and 25% for the nine month
period ended June 30, 1998. Cost of catalogs amounted to 15% of net sales for
both the quarter and the nine month period ended June 30, 1999 compared to 16%
of net sales for the quarter and 14% for the nine month period ended June 30,
1998.
Total operating expenses decreased 6% comparing the quarter ended June 30,
1999 to June 30, 1998. Comparing the nine month periods, total operating
expenses decreased 2%. Selling, general and administrative expenses decreased
8% comparing the quarter periods and 2% comparing the nine month periods. The
decrease is a direct result of the Georgetown gallery closure: comparing June
1999 to June 1998, rent expenses decreased 97% for the quarter and 55% for the
nine month period, general insurance decreased 43% for the quarter and 22% for
the nine month period, and property taxes decreased 52% for the quarter and
29% for the nine month period. Professional fees increased during the current
<PAGE>
period due to fees incurred for the Company's common stock split.
Depreciation expense increased by 26% comparing the quarter ended June 30,
1999 to June 30, 1998 as a result of the Company's expanded computer equipment
and software acquisitions. Depreciation expense decreased 1% comparing the
nine month periods due to the Georgetown gallery closure. Advertising
decreased 6% for the quarter and 31% for the nine month period comparing June
1999 to June 1998. The Company has become more selective in the current fiscal
year for its auction advertising. Maintenance and repair expenses increased
during the periods largely due to refurbishing some of the Company's engraving
equipment used for framing.
Interest expense increased 15% for the quarter ended June 30, 1999 compared to
June 30, 1998 and 19% comparing the nine month periods. The increase is a
result of higher outstanding loan balances, which was drawn on for the
purchase of the Company's common stock. Other income is largely the result of
the rental operation for the Company's headquarters building. The decrease
comparing the periods was a result of a reduction in leased square footage to
outside tenants.
Part II - Other Information
Item 1-3. None.
Item 4. Submission of Matters to a Vote of Security Holders.
On August 6, 1999, the Company held its annual meeting of shareholders
for the following purposes: (1) to elect five Directors to serve until the
next annual meeting of shareholders; and (2) to approve the appointment of
Arthur Andersen LLP, as the Company's independent auditors for the fiscal year
ending September 30, 1999.
At the Meeting the following Directors were elected by a vote of
5,449,618 for and 212 withholding authority: Todd M. Axelrod, Rod Lynam,
Pamela Axelrod, Bernard Duke and Barry Fink. Voting for the appointment of
Arthur Andersen LLP, as the Company's independent auditors, 5,449,478 shares
were in favor, 212 shares abstain and 140 against.
Item 5. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(27) Financial Data Schedule.
(b) Reports on Form 8-K. None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Gallery of History, Inc.
_______________________________
(Registrant)
Date August 13, 1999 /s Todd M. Axelrod
______________________ ________________________________
Todd M. Axelrod
President and
Chairman of the Board
(Principal Executive Officer)
Date August 13, 1999 /s Rod Lynam
______________________ _______________________________
Rod Lynam
Treasurer and Director
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Balance Sheet dated June 30, 1999 and its
Consolidated Statement of Operations covering the period from October 1,
1998 to June 30, 1999 and is qualified in its entirety by reference
to such financial statement and notes thereof.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> JUN-30-1999
<CASH> 2968
<SECURITIES> 0
<RECEIVABLES> 43978
<ALLOWANCES> 0
<INVENTORY> 6587252
<CURRENT-ASSETS> 0
<PP&E> 2637720
<DEPRECIATION> 1344050
<TOTAL-ASSETS> 8719314
<CURRENT-LIABILITIES> 0
<BONDS> 1910742
0
0
<COMMON> 5918
<OTHER-SE> 6307800
<TOTAL-LIABILITY-AND-EQUITY> 8719314
<SALES> 1866886
<TOTAL-REVENUES> 1866886
<CGS> 712159
<TOTAL-COSTS> 712159
<OTHER-EXPENSES> 1183836
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 119959
<INCOME-PRETAX> (83098)
<INCOME-TAX> 8161
<INCOME-CONTINUING> (74937)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (74937)
<EPS-BASIC> (.01)
<EPS-DILUTED> (.01)
</TABLE>
