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 March 31, 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 May 1, 1999.
<PAGE>
<TABLE>
Part 1 - FINANCIAL INFORMATION
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
______________________________________________________________________
<CAPTION>
MARCH 31, SEPTEMBER 30,
1999 1998
----------- ------------
<S> <C> <C>
ASSETS
Cash $ 16,518 $ 15,069
Accounts receivable 35,282 293,986
Prepaid expenses 54,930 84,421
Documents owned 6,465,727 6,557,812
Land and building-net 1,404,749 1,430,002
Property and equipment-net 298,038 235,004
Other assets 157,658 163,510
---------- ----------
TOTAL ASSETS $ 8,432,902 $ 8,779,804
========== ==========
LIABILITIES
Accounts payable $ 175,680 $ 82,050
Notes payable 571,056 517,803
Indebtedness to related parties 1,000,000 1,000,000
Deposits 25,050 31,596
Deferred tax 162,850 170,524
Accrued and other liabilities 121,104 92,619
---------- ----------
TOTAL LIABILITIES 2,055,740 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 (157,103) (82,073)
Common stock in treasury (6,270,524
and 5,710,240 shares), at cost (2,864,016) (2,430,996)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 6,377,162 6,885,212
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 8,432,902 $ 8,779,804
========== ==========
<FN>
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 SIX MONTHS ENDED
MARCH 31, MARCH 31,
1999 1998 1999 1998
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 621,825 $ 718,015 $1,250,327 $1,405,121
COST OF GOODS SOLD 240,755 281,870 478,396 535,339
-------- -------- --------- ---------
GROSS PROFIT 381,070 436,145 771,931 869,782
-------- -------- --------- ---------
OPERATING EXPENSES:
Selling, general and
administrative 375,395 413,575 732,878 725,392
Depreciation 17,313 19,617 33,772 38,847
Advertising 13,130 33,761 31,848 51,602
Maintenance & repairs 5,660 1,603 7,296 6,043
Loss on gallery closure 9,475 -- 9,475 --
-------- -------- --------- ---------
TOTAL OPERATING EXPENSES 420,973 468,556 815,269 821,884
-------- -------- --------- ---------
OPERATING INCOME (LOSS) (39,903) (32,411) (43,338) 47,898
-------- -------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (38,487) (33,429) (82,709) (68,211)
Other 23,269 40,943 42,856 81,229
-------- -------- --------- ---------
TOTAL OTHER INCOME (EXPENSE) (15,218) 7,514 (39,853) 13,018
-------- -------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES (55,121) (24,897) (83,191) 60,916
(PROVISION) CREDIT FOR
INCOME TAX -- 15,390 8,161 (3,410)
-------- -------- --------- ---------
NET INCOME (LOSS) $ (55,121) $ (9,507) $ (75,030) $ 57,506
======== ======== ========= =========
EARNINGS (LOSS) PER SHARE:
Basic $(.01) $ -- $(.01) $ .01
==== ==== ==== ====
Diluted $(.01) $ -- $(.01) $ .01
==== ==== ==== ====
<FN>
See the accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
___________________________________________________________________________
<CAPTION>
SIX MONTHS ENDED MARCH 31,
1999 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (75,030) $ 57,506
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 66,798 71,545
(Increase) decrease in:
Prepaid expenses 29,491 (44,792)
Accounts receivable 258,704 (24,000)
Documents owned 92,085 231,485
Other assets 5,852 (3,799)
(Decrease) increase in:
Accounts payable 93,630 (10,948)
Customer deposits (6,546) (21,395)
Deferred tax (7,674) 1,842
Accrued and other liabilities 28,485 11,215
-------- --------
Net cash provided by operating activities 485,795 268,659
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (104,579) (72,826)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable 1,032,020 625,026
Repayments of notes payable (978,767) (734,028)
Repurchase of common stock (433,020) (93,513)
-------- --------
Net cash used in financing activities (379,767) (202,515)
-------- --------
NET INCREASE (DECREASE) IN CASH 1,449 (6,682)
CASH, BEGINNING OF PERIOD 15,069 20,095
-------- --------
CASH, END OF PERIOD $ 16,518 $ 13,413
======== ========
<FN>
See the accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Six Month Period Ended March 31, 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. 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 March 31, 1999 and 1998 were 5,564,784 and 6,416,868,
respectively; and for the six month period ended March 31, 1999 and
1998, average shares outstanding were 5,580,945 and 6,421,950,
respectively. To derive diluted earnings per share, the average number
of shares for the three months ended March 31, 1999 and 1998 were
6,072,983 and 6,436,505, respectively; and for the six month period
ended March 31, 1999 and 1998, average shares outstanding were 5,800,460
and 6,463,777, 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 six month periods ended March 31, 1999 and 1998. The
increase was largely due to a decrease in document inventory and accounts
receivable and an increase in accounts payable. The decrease in document
inventory was attributed to costs of documents sold. The decrease in accounts
receivable resulted due to an auction being held at the end of September 1998,
hence most of the receivables were not yet collected. An increase in accounts
payable resulted during the current period due to a larger amount outstanding
for consigned sales for the March 1999 auction. The Company has engaged an
outside consulting firm to thoroughly redesign its computer system at an
estimated cost of $200,000. This will include improvements in the Company's
computer operating system as well as custom designed software for maintaining
its inventory, sales and auction operations. The increase in cash used for
investing activities includes these consulting fees incurred to date in
addition to added hardware requirements. Other utilization of the cash
provided from operations and a slight 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. Subsequently, 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, 1999. Loans under the line are secured by the Company's inventory.
As of March 31, 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
March 31, 1999, there was $1,224,484 available under this line of credit with
a principal balance of $527,696. 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, thus the note
will be 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
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. This final gallery closure
will complete the Company's marketing shift away from its traditional gallery
retail market and enable it to focus on its phone, fax, mail and online
<PAGE>
auction programs. The Company's cost to close the Washington, D.C. gallery
was $9,475. The only remaining showroom gallery for the Company will be 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 13% for the quarter and 11% for the six months
comparing the periods ended March 31, 1999 and 1998. This decrease is due to
a reduction in retail sales that declined 47% comparing the quarters and 57%
comparing the six month periods. However, retail sales amounted to only 6% of
total sales for the three month period ended March 31, 1999 compared to
representing 9% of total sales for the three month period ended March 31, 1998.
For the six month periods, retail sales amounted to 7% of total sales for 1999
compared to 15% of total sales for 1998. The decline in retail sales is the
result of the closure of the Georgetown gallery. Auction sales decreased 10%
comparing the quarter ended March 31, 1999 to the quarter ended March 31, 1998
which resulted in a decrease of 3% comparing the six month periods. This
decrease was due to a larger quantity of consigned items presented in the
Company's March 1999 auction. Recording consigned items, the Company realizes
commissions and premiums but not the sales amount.
Cost of goods sold remained fairly consistent comparing the two quarter
periods; 39% of net sales for the current quarter compared to 39% of net sales
for the quarter ended March 1998. The same is true comparing the six month
periods, which resulted in 38% of net sales for both periods. The breakdown
between the cost of documents and the cost of catalogs also remained fairly
constant. Cost of documents was 24% of net sales for the six month period
ended March 31, 1999 compared to 25% of net sales for the six month period
ended March 31, 1998. Cost of catalogs amounted to 14% of net sales for the
current six month period compared to 13% of net sales for the previous year
six month period.
Total operating expenses decreased 10% comparing the quarter ended March 31,
1999 to March 31, 1998. Comparing the six month periods, total operating
expenses decreased 1%; however, because of lower net sales, the current
period's operating expenses were 65% of net sales compared to 58% of net sales
for the previous period. The decrease is largely due to the decrease in
advertising that fell 61% comparing the quarters to 2% of net sales for 1999
from 5% of net sales for 1998. For the six month period, advertising decreased
38% to 3% of net sales for 1999 compared to 4% for 1998. The Company has
become more selective in the current fiscal year for its auction advertising.
Selling, general and administrative expenses decreased 9% comparing the two
quarter periods but increased 1% comparing the six month periods. The decrease
for the quarter period was a direct result of the Georgetown gallery closure
in January 1998. The increase in selling, general and administrative expenses
comparing the six month periods resulted from an increase in professional fees
incurred in the current period for the Company's common stock split.
<PAGE>
Maintenance and repair expenses increased during the periods largely due to
refurbishing some of the Company's framing equipment. Depreciation expense
decreased 12% comparing the three month periods and 13% comparing the six
month periods due to the Georgetown gallery closure and the Company's
headquarters equipment and leasehold improvements becoming fully depreciated.
Interest expense increased 15% to 6% of net sales for the quarter
ended March 31, 1999 from 5% of net sales for the quarter ended March
31, 1998. Interest for the six month period ended March 31, 1999
increased 21% to 7% of net sales compared to 5% of net sales for the six
month period ended March 31, 1998. 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.
<PAGE>
Part II - Other Information
Item 1-5. 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 May 13, 1999 /s Todd M. Axelrod
______________________ ________________________________
Todd M. Axelrod
President and
Chairman of the Board
(Principal Executive Officer)
Date May 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 March 31, 1999 and its
Consolidated Statement of Operations covering the period from October 1,
1998 to March 31, 1999 and is qualified in its entirety by reference
to such financial statement and notes thereof.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 16518
<SECURITIES> 0
<RECEIVABLES> 35282
<ALLOWANCES> 0
<INVENTORY> 6465727
<CURRENT-ASSETS> 0
<PP&E> 2445121
<DEPRECIATION> 1322334
<TOTAL-ASSETS> 8432902
<CURRENT-LIABILITIES> 0
<BONDS> 1571056
0
0
<COMMON> 5918
<OTHER-SE> 6371244
<TOTAL-LIABILITY-AND-EQUITY> 8432902
<SALES> 1250327
<TOTAL-REVENUES> 1250327
<CGS> 478396
<TOTAL-COSTS> 478396
<OTHER-EXPENSES> 815269
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 82709
<INCOME-PRETAX> (83191)
<INCOME-TAX> 0
<INCOME-CONTINUING> (75030)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (75030)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
