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, 1999
[ ] 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 $.0005
(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. [ ]
Issuer's revenues for the most recent fiscal year: $2,316,526.
The aggregate market value of the Registrant's Common Stock held by non-
affiliates of the Registrant (1,244,950 shares) as of December 1, 1999 was
approximately $4,979,800 based upon $4.00, the price at which the stock was
sold on such date.
The Registrant had 5,525,984 shares of Common Stock outstanding as of
December 1, 1999.
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The Company is engaged in the business of marketing historical documents such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
184,000 different documents. Retail sales of documents are made from a gallery
located at its headquarters in Las Vegas, Nevada. However, documents are
largely sold through auctions conducted at the Company's headquarters location.
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.
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 1999, the Company held seven auctions. During fiscal 1998,
the Company held eight auctions.
Documents sold through the auction operation are generally sold in a raw
unframed state. However, customers have an opportunity to have the Company
frame the documents purchased, sometimes together with memorabilia related to
the documents, or with current literature related to the signatory. 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 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.
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.
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.
The staff can obtain descriptions of the documents and even obtain images of
the documents to exhibit to customers.
<PAGE>
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 marketing strategy, to a lesser degree, is its retail
operation conducted through its headquarters location in Las Vegas, Nevada.
The marketing effort is to attract persons who have not necessarily had an
awareness of the existence of historical documents available for private sale.
For the year ended September 30, 1999, the Company sold approximately 2,200
documents with an average single document sales price of approximately $1,060.
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 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 have been immaterial, 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
<PAGE>
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.
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. However,
if prices for historical documents significantly increase, the
resale/wholesale value of the Company's 184,000 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.
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 source, the benefit from a spike in holiday shopping is
expected to diminish.
Employees
- ---------
As of December 1, 1999, the Company had seven full-time employees, in addition
to its four executive officers.
<PAGE>
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, 1999,
7,734 square feet was being leased to four tenants for an aggregate monthly
rental of $12,165 under leases expiring at varying times from March 2000
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 property is collateral for a loan
instrument - see footnote 5 of Notes to Consolidated Financial Statements.
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 Company owns a Hewlett Packard Netserver LS2, a Dell PowerEdge 4200 Server,
two Dell PowerEdge 6300 Servers and twenty-five micro-computers. The computer
system is used to catalog and develop cost and other statistical information
relating to the Company's inventory, develop graphic presentations, and handle
the Company's internal accounting functions. The Company also owns leasehold
improvements, fixtures and furniture at its headquarters location.
Item 3. Legal Proceedings
- -------------------------
None.
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, 1999.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
- ----------------------------------------------------------------------------
(a) The Company's Common Stock, par value $.0005, 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 sale price 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. The prices listed
below have been adjusted for the January 1999 two-for-one stock split.
<PAGE>
<TABLE>
<CAPTION>
Low Sale High Sale
Price Price
-------- ---------
<S> <C> <C>
Fiscal 1998
October 1, 1997 - December 31, 1997 $1.25 $ 1.50
January 1, 1998 - March 31, 1998 1.25 1.59
April 1, 1998 - June 30, 1998 1.31 1.38
July 1, 1998 - September 30, 1998 .75 1.38
Fiscal 1999
October 1, 1998 - December 31, 1998 $ .75 $10.50
January 1, 1999 - March 31, 1999 3.00 10.25
April 1, 1999 - June 30, 1999 3.00 6.50
July 1, 1999 - September 30, 1999 3.25 6.00
</TABLE>
(b) As of December 1, 1999 there were approximately 133 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
290 beneficial owners of the Company's common stock as of June 30, 1999.
(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.
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 $498,600 at September 30, 1999) exceeded the aggregate
of short-term liabilities (including the current portion of long-term debt) by
approximately $165,900. This compares to approximately $111,500 of cash,
accounts receivable and prepaid expenses in excess of short-term liabilities
as of September 30, 1998.
The Company has a bank line of credit in the amount of $100,000 through July
2000. 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, 1999,
there were no funds drawn against this line of credit. 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, 1999, there was an outstanding balance due of
$1,560,202 giving $163,126 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. Nanna Corp. has since dissolved, as a
<PAGE>
result the note was transferred to Mr. Axelrod. The 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. 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.
The Company experienced a decline in net cash from operating activities
primarily due to the net operating loss and the increase in document inventory
for the fiscal year ended September 30, 1999. Purchases of documents
increased 156% from fiscal 1998 to fiscal 1999 because of favorable purchasing
opportunities presented in the current fiscal year. Equipment purchases
increased significantly during the current fiscal year to augment the Company's
hardware and software computer system capabilities. Funds to finance the
document and equipment purchases were mainly drawn from the Company's line of
credit.
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
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
<PAGE>
continuing operations. Management has analyzed its Year 2000 issue and does
not anticipate any material effect to its operations or financial condition.
Results of Operations
- ---------------------
Fiscal 1999 Compared to Fiscal 1998
- -----------------------------------
Document sales decreased 18% comparing fiscal 1999 to 1998. Retail sales,
representing 6% of total sales in fiscal 1999 compared to 13% of total sales
in fiscal 1998, declined 59% comparing the two periods. Retail sales at the
Georgetown gallery declined 74% comparing the periods due to the closing of
that gallery in January 1999. Georgetown gallery sales amounted to 5% of total
sales in fiscal 1998. Auction sales declined 12% comparing fiscal 1999 to
fiscal 1998. The decline was due to seven auctions conducted in fiscal 1999
compared to eight auctions in fiscal 1998. Revenues generated from the
average auction increased 1% comparing fiscal 1999 auctions to fiscal 1998
auctions.
Total cost of sales decreased 19% because of lower sales; however, both periods
amount to 39% of net sales. Cost of document sales decreased 24% for fiscal
1999, which represents 23% of net sales for fiscal 1999 compared to 25% of net
sales for fiscal 1998. The decrease is a result of more revenues generated
in fiscal 1999 from consigned auction sales in the form of premium and
commissions without document costs associated with such sales. The overall
cost of catalogs decreased due to one less auction in fiscal 1999, but
increased slightly on a per auction basis. Cost of catalogs amounted to 15%
of net sales for fiscal 1999 compared to 14% of net sales for fiscal 1998.
The average cost of printing the catalogs during fiscal 1999 increased due to
enhancements in the layout and additional coloring.
Total operating expenses decreased 6% comparing fiscal 1999 to fiscal 1998.
The largest decrease in operating expenses occurred in advertising costs, which
decreased 35% from 2% of net sales in fiscal 1999 compared to 3% of net sales
in fiscal 1998. The decrease is due to the Company's more selective approach
to its auction advertising. Selling, general and administrative expenses
decreased 6% in fiscal 1999 from fiscal 1998 largely due to the Georgetown
gallery closure. This resulted in a 66% reduction in rent expense, 37%
decrease in property taxes, a 40% decrease in travel expenses and a 21%
reduction in utilities and telephone expenses. Depreciation expense increased
6% in fiscal 1999 from fiscal 1998 largely due to purchase of new computer
equipment and software the Company acquired in fiscal 1999. Maintenance and
repair costs increased 18% in fiscal 1999 compared to fiscal 1998, due to the
cost of refurbishing the Company's engraving equipment used in its framing
operation.
Interest expense increased 27% to 7% of net sales for fiscal 1999 as compared
to 5% of net sales for fiscal 1998. The increase in interest expense was the
result of higher outstanding loan balances used to finance the Company's
equipment and document purchases in fiscal 1999.
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 $82,000 operating profit
for fiscal 1999 as compared to approximately $160,000 operating profit for
fiscal 1998. The decrease is a result of a reduction in leased square footage.
<PAGE>
Item 7. Financial Statements
- ----------------------------
<TABLE>
TABLE OF CONTENTS
-----------------
PAGE
----
<S> <C>
Independent Auditors' Report 12
Consolidated Balance Sheets - September 30, 1999 and 1998 13
Consolidated Statements of Operations for the
Years ended September 30, 1999 and 1998 14
Consolidated Statements of Changes in Stock-holders' Equity
for the Years Ended September 30, 1999 and 1998 15
Consolidated Statements of Cash Flows for the years ended
September 30, 1999 and 1998 16
Notes to Consolidated Financial Statements 18
</TABLE>
<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,
1999 and 1998, 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, 1999 and 1998, 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
November 17, 1999
<PAGE>
<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1999 AND 1998
___________________________________________________________________
<CAPTION>
Notes 1999 1998
----- ---- ----
<S> <C> <C> <C>
ASSETS
Cash $ 258,263 $ 15,069
Accounts receivable 1 204,492 293,986
Prepaid expenses 35,808 84,421
Documents owned 1,10 6,768,573 6,557,812
Land and building-net 2,5,8 1,379,496 1,430,002
Property and equipment-net 1,2,5 467,834 235,004
Other assets 3 136,796 163,510
--------- ---------
TOTAL ASSETS $9,251,262 $8,779,804
========= =========
LIABILITIES
Accounts payable $ 177,867 $ 82,050
Notes payable 5 1,596,621 517,803
Indebtedness to related parties 4,5 1,000,000 1,000,000
Deposits 21,154 31,596
Deferred tax 1,7 171,011 170,524
Accrued and other liabilities 79,395 92,619
--------- ---------
TOTAL LIABILITIES 3,046,048 1,894,592
--------- ---------
COMMITMENTS AND CONTINGENCIES 8
STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
authorized, 20,000,000 shares;
11,835,308 shares issued and
outstanding 1,6,10 5,918 5,918
Additional paid-in-capital 9,392,363 9,392,363
Accumulated deficit (265,514) (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 6,205,214 6,885,212
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $9,251,262 $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
FOR THE YEARS ENDED SEPTEMBER 30, 1999 AND 1998
___________________________________________________________________
<CAPTION>
Notes 1999 1998
----- ---- ----
<S> <C> <C> <C>
REVENUES 1 $2,316,526 $2,818,097
COST OF REVENUES 892,092 1,101,661
--------- ---------
GROSS PROFIT 1,424,434 1,716,436
--------- ---------
OPERATING EXPENSES:
Selling, general and administrative 1,379,496 1,462,727
Depreciation 1,2 77,246 73,042
Advertising 53,924 82,870
Maintenance and repairs 1 13,835 11,708
Loss on gallery closures 9,475 --
--------- ---------
TOTAL OPERATING EXPENSES 1,533,976 1,630,347
--------- ---------
OPERATING PROFIT (LOSS) (109,542) 86,089
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense (168,351) (132,972)
Other, net 8 94,452 147,764
--------- ---------
TOTAL OTHER INCOME (EXPENSE) (73,899) 14,792
--------- ---------
INCOME (LOSS) BEFORE INCOME TAXES (183,441) 100,881
PROVISION FOR INCOME TAXES 1,7 -- 25,126
--------- ---------
NET INCOME (LOSS) $ (183,441) $ 75,755
========= =========
EARNINGS (LOSS) PER SHARE 9
Basic $(.03) $ .01
==== ====
Diluted $(.03) $ .01
==== ====
<FN>
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, 1999 AND 1998
_____________________________________________________________________________________________
<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 9/30/1997 11,835,308 $5,918 $9,392,363 $(157,828) $(2,047,481) $7,192,972
Repurchase
Common Stock,
at cost
(356,800
shares) -- -- -- -- (383,515) (383,515)
Net Income -- -- -- 75,755 -- 75,755
---------- ----- --------- -------- ---------- ---------
BALANCE
AT 9/30/1998 11,835,308 $5,918 $9,392,363 $ (82,073) $(2,430,996) $6,885,212
Repurchase
Common Stock,
at cost
(576,584
shares) -- -- -- -- (496,557) (496,577)
Net Loss -- -- -- (183,441) -- (183,441)
---------- ----- --------- -------- ---------- ---------
BALANCE
AT 9/30/1999 11,835,308 $5,918 $9,392,363 $(265,514) $(2,927,553) $6,205,214
========== ===== ========= ======== ========== =========
<FN>
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, 1999 AND 1998
___________________________________________________________________
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (183,441) $ 75,755
Adjustments to reconcile net income
(loss) to net cash provided by
(used for) operating activities:
Depreciation and amortization 143,297 138,766
Loss on disposal of property and
gallery closure 3,965 7,738
(Increase) decrease in:
Accounts receivable 89,494 (234,336)
Prepaid expenses 48,613 (33,493)
Documents owned (a) (210,761) 423,004
Other assets 26,714 5,126
Increase (decrease) in:
Accounts payable 95,817 7,641
Deposits (10,442) (17,974)
Deferred tax 487 26,481
Accrued and other liabilities (13,224) (1,014)
--------- --------
Net cash provided by operating activities (9,481) 397,694
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and
building improvements (329,586) (98,169)
Purchase of documents (a) -- --
--------- --------
Net cash used for investing activities (329,586) (98,169)
--------- --------
(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 $695,622
and $271,294 in fiscal 1999 and 1998 included in the net change in
inventory of documents and frames owned 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, 1999 AND 1998
_____________________________________________________________________
1999 1998
---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank lines of credit $2,537,020 $2,352,903
Repayments of bank lines of credit (1,458,202) (2,273,939)
Repurchase of common stock (496,557) (383,515)
--------- ---------
Net cash provided by (used for)
financing activities 582,261 (304,551)
--------- ---------
NET INCREASE (DECREASE) IN CASH 243,194 (5,026)
CASH, BEGINNING OF YEAR 15,069 20,095
--------- ---------
CASH, END OF YEAR $ 258,263 $ 15,069
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year for interest $ 165,258 $ 130,820
Cash paid during the year for income
taxes $ -- $ 18,800
<FN>
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's subsidiaries
are as follows: 3601 West Sahara Corp., Gallery of History Auctions Inc., and
International Stolen Art & Documents Clearinghouse Corp.
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, 1999 and 1998, 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.
<PAGE>
Revenues - Revenues are recognized when a sale is consummated.
Stock Split - The Company declared a two-for-one stock split for its
stockholders 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.
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. LAND, BUILDING, PROPERTY AND EQUIPMENT,
Property and equipment and land and building at September 30, 1999 and 1998
consist of the following:
<TABLE>
<CAPTION>
Estimated
Service
Lives 1999 1998
----- ---- ----
<S> <C> <C> <C>
Land $ 580,000 $ 580,000
Building 30 years 1,428,751 1,428,751
--------- ---------
Total cost 2,008,751 2,008,751
Less accumulated depreciation 629,255 578,749
--------- ---------
Land and building - net $1,379,496 $1,430,002
========= =========
Equipment and furniture 5 years $ 813,313 $ 647,092
Leasehold improvements 5-15 years 278,756 337,905
--------- ---------
Total cost 1,092,069 984,997
Less accumulated depreciation
and amortization 753,423 749,993
--------- ---------
Subtotal 338,646 235,004
Construction in process 129,188 --
--------- ---------
Property and equipment - net $ 467,834 $ 235,004
========= =========
</TABLE>
<PAGE>
3. OTHER ASSETS
Other assets at September 30, 1999 and 1998 consist of the following:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Book inventory $ 14,120 $ 14,780
Framing raw materials inventory 129,757 143,908
Less reserve for obsolete materials (15,000) --
Other 7,919 4,822
------- -------
Total $136,796 $163,510
======= =======
</TABLE>
4. RELATED PARTIES
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.
Nanna Corp. has since dissolved, as a result the note was transferred to Mr.
Axelrod. The note is due April 30, 2002, with interest payments monthly at a
rate of 8%. 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 the related party note was $85,105 during fiscal year 1999.
The Company purchased catalogs for its auction operation from Nanna Corp.
During fiscal 1998, the Company paid $157,000 to Nanna Corp. for catalogs for
five 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 different
sources for its catalog printing.
5. NOTES PAYABLE AND INDEBTEDNESS TO RELATED PARTIES
<TABLE>
Debt consists of the following at September 30:
<CAPTION>
1999 1998
---- ----
<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 paid down and is collateralized by a
building. As of September 30, 1999,
there was $163,126 available under
this line of credit. $1,560,202 $ 467,778
Related party note payable at 8%
interest. The note has monthly
interest payments with principal due
April 30, 2002. 1,000,000 1,000,000
<PAGE>
1999 1998
---- ----
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. 36,419 50,025
--------- ---------
Total $2,596,621 $1,517,803
========= =========
</TABLE>
<TABLE>
Maturities of notes payable are as follows for fiscal years ending
September 30:
<CAPTION>
<S> <C>
2000 $ 75,467
2001 $ 83,476
2002 $2,437,678
---------
Total $2,596,621
=========
</TABLE>
The Company has a line of credit from a bank in the amount of $100,000
available through, and due on July 15, 2000. As of September 30, 1999, there
were no funds drawn against this line of credit. When funds are drawn on the
line of credit, it is collateralized by equipment and inventory of the Company.
Any funds drawn bear interest at prime plus 1.5%.
The estimated fair value of the Company's debt at September 30, 1999 and 1998,
respectively, was approximately $2,597,000 and $1,518,000, 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
A maximum of 1,100,650 shares of common stock have been reserved for issuance
of stock options. Options are granted at the current market price at the date
of grant and vest immediately upon issuance.
<PAGE>
Summarized information for the options is as follows:
<TABLE>
<CAPTION>
1999 1998
----------------- ----------------
Weighted Weighted
Average Average
Exercise Exercise
Options Price Options Price
------- ----- ------- -----
<S> <C> <C> <C> <C>
Outstanding at Beginning of Year 658,800 $1.50 748,800 $1.59
Granted 20,000 $4.50 -- $ --
Exercised -- $ -- -- $ --
Canceled/Expired 658,800 $1.50 90,000 $2.25
-------- ---- ------- ----
Outstanding at End of Year 20,000 $4.50 658,000 $1.50
======== ==== ======= ====
Exercisable at End of Year 20,000 658,000
Options Available for Grant 1,080,650 441,850
</TABLE>
The following table summarizes information about the options outstanding at
September 30, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- --------------------------------------------- -------------------------
Weighted
Average Weighted Weighted
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable at Exercise
Prices at 9/30/99 Life Price 9/30/99 Price
------ ---------- ---- ----- ------- -----
<S> <C> <C> <C> <C> <C>
$ 4.50 20,000 5 $4.50 20,000 $4.50
</TABLE>
The Company applies APB Opinion 25 and related interpretations in accounting
for the options. Accordingly, compensation expense recognized was different
than what would have been otherwise recognized under the fair value based
method defined in SFAS No. 123, "Accounting for Stock-Based Compensation."
Had compensation expense for the plans been determined in accordance with SFAS
No. 123, the effect on the Company's net income (loss) applicable to common
stock and basic earnings (loss) per common share would have been as follows:
<TABLE>
<CAPTION>
Year Ending
September 30,
1999 1998
---- ----
<S> <C> <C>
Net Income (loss) applicable to common stock:
As reported $(183,441) $ 75,755
Pro forma $(183,441) $(30,855)
Basic and diluted earnings (loss) per common share:
As reported $ (.03) $ .01
Pro forma $ (.03) $ --
</TABLE>
<PAGE>
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing method with the following assumptions:
<TABLE>
<CAPTION>
Year Ending
September 30,
1999 1998
---- ----
<S> <C> <C>
Expected dividend yield 0% 0%
Expected stock price volatility 218.43% 114.10%
Risk-free interest rate 5.12% 5.12%
Expected average life of options (years) 5 5
Expected fair value of options granted 4.44 --
</TABLE>
Because the SFAS No. 123 method of accounting has not been applied to options
granted prior to September 30, 1997, the resulting pro forma net income may
not be representative of that to be expected in future years.
7. INCOME TAXES
The provision for income taxes for the years ended September 30, 1999 and 1998
are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Current
Federal $ -- $ (1,355)
Deferred -- 26,481
------- -------
Total $ -- $ 25,126
======= =======
</TABLE>
Components of deferred tax assets (liabilities) for the years ended September
30, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Depreciation $(209,155) $(207,145)
-------- --------
Gross deferred tax liabilities (209,155) (207,145)
-------- --------
Net operating loss carryforward 84,784 25,561
Other 17,898 11,060
-------- --------
Gross deferred tax assets 102,682 36,621
Less valuation allowance (64,538) --
-------- --------
Subtotal 38,144 36,621
-------- --------
Net deferred tax liabilities $(171,011) $(170,524)
======== ========
</TABLE>
<PAGE>
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.
During fiscal year 1999, the Company estimated that current deferred tax assets
will not be realizable and provided a deferred tax liability to offset the
current year amount. Additionally, management believes that the prior year
deferred assets will be realizable.
The provision for income taxes differs from the amount of income tax determined
by applying the applicable U.S. statutory federal income tax rate (34%) to the
loss before income taxes and cumulative effect of a change in accounting
principle as a result of the following differences:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Expected provision/(benefit) $ (62,370) $ 35,308
Increase (decrease) from rate:
Effect of unrecognized tax benefits -- (19,085)
Other (2,168) 8,903
Change in valuation allowance 64,538 --
-------- --------
Effective tax rate (0%, 24.9%) $ -- $ 25,126
======== ========
</TABLE>
As of September 30, 1999, 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 2019 $249,366
</TABLE>
8. COMMITMENTS AND CONTINGENCIES
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,
1999 and 1998 was $157,431 and $239,496, respectively. Included in Selling,
General and Administrative Expenses is 50% of the building's operating costs
representingarea occupied by the Company's headquarters operation. Included
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 $81,808 and $160,140 for the periods ended September 30, 1999 and 1998,
respectively. Specific net assets identifiable with rental real estate
totaled $739,964 and $775,231 at September 30, 1999 and 1998, respectively.
These amounts included $629,255 and $578,749 of accumulated depreciation for
the years presented.
<PAGE>
Future minimum lease payments receivable from non-cancellable operating leases
as of September 30, 1999, excluding amounts applicable to reimbursable
expenses, are as follows:
<TABLE>
<C> <C>
2000 $ 123,135
2001 103,128
2002 105,191
2003 107,295
2004 109,440
Thereafter 829,885
---------
Total $1,378,074
=========
</TABLE>
9. EARNINGS PER SHARE
The computation of earnings per share is based on the weighted average number
of shares of common stock outstanding, 5,565,563 and 6,399,677 for the years
ended September 30, 1999 and 1998, 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
previously 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 reflect 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. The following table discloses the Company's earnings (loss) per
share for the years ended September 30, 1999 and 1998, as determined in
accordance with SFAS 128.
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net income (loss) per share
Basic $(.03) $.01
Diluted $(.03) $.01
</TABLE>
At September 30, 1999 and 1998 substantially all of the 530,000 and 658,800,
respectively, of the exercisable stock options were excluded from the
computation of diluted earnings per share. In accordance with SFAS 128, when
an entity has a loss from continuing operations, no potential common shares
shall be included in the computation of any diluted per share amounts. As
such, potential dilution has not been considered in the calculations for the
period ending September 30, 1999. Also in accordance with SFAS 128, when
options have an exercise price greater than the average market price, no
potential common shares shall be included in the computation of any diluted
per share amounts. As such, potential dilution has not been considered in the
calculations for the period ending September 30, 1998.
<PAGE>
10. REPURCHASE OF COMMON STOCK
On October 18, 1996, the Company repurchased 5,319,440 shares of its common
stock, representing the entire interest of the Company's largest stockholder
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 34,000 shares of its common stock at an
average price per share of $1.397. During fiscal 1998, the Company purchased
356,800 shares at an average price per share of $1.075. During fiscal 1999,
the Company purchased 576,584 shares at an average price per share of $.861.
Subsequently, during October 1999, the Company purchased 22,500 shares of its
common stock at an average price of $3.605.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
None.
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 Continuously
Name Age the Company Since
- ----------------- --- -------------------------- -----
<S> <C> <C> <C>
Todd M. Axelrod 50 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 51 Treasurer/Assistant 1984
Secretary and Director
Pamela Axelrod 44 Executive Vice President 1995
Director
Bernard Duke 72 Director 1998
Barry Fink 61 Director 1999
</TABLE>
<PAGE>
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".
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.
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.
Barry Fink has been a partner of the law firm of Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP since May 1998. Christensen, Miller, Fink,
Jacobs, Glaser, Weil & Shapiro, LLP has performed legal service for the Company
during fiscal 1999 and will perform legal services for the Company in fiscal
2000. Such services have related to compliance with securities laws and other
business matters.
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, 1999,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were complied with, with the
exception of Form 3 for Mr. Fink as a new director of the Company which was
filed late. 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.
<PAGE>
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, 1999, 1998 and 1997, 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>
SUMMARY COMPENSATION TABLE
<CAPTION>
Name and Principal Fiscal Annual Compensation
Position Year Salary Bonus
- -------------------------- ---- ------- ------
<S> <C> <C> <C>
Todd M. Axelrod 1999 $139,125 $26,250
President and Chief 1998 137,469 26,304
Executive Officer 1997 133,500 25,000
Pamela R. Axelrod 1998 $139,125 $26,250
Executive Vice-President 1997 137,469 26,304
1996 132,500 25,000
</TABLE>
During the three year period ended September 30, 1999 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. Options have been granted to Bernard Duke
and Barry Fink, both members of the board of directors. The options were
granted August 1999; 10,000 each with a five year term and $4.50 exercise
price.
During the fiscal year ended September 30, 1999, 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, 2000. 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, 1999,
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) 4,280,824(3)(5) 77.5%
Stock
Common Rod R. Lynam(2) 210 (4)
Stock
<PAGE>
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Holder Beneficial Ownership(1) of Class
- -------- ---------------------- ----------------------- --------
Common Pamela Axelrod(2) 4,280,824(5) 77.5%
Stock
Common Gerald Newman 393,000 7.1%
Stock Seabreeze Lane
Amagansette, NY 10093
Common Bernard Duke 10,000(6) (4)
Stock 2250 Allenwood Road
Wall, NJ 07719
Common Barry Fink 10,000(6) (4)
Stock Christensen, Miller, Fink,
Jacobs, Glaser, Weil &
Shapiro, LLP
Avenue of the Stars,
18th Floor
Los Angeles, CA 90067
Common All Executive Officers 4,301,034(6) 77.6%
Stock and Directors as a
group (5 persons)
<FN>
(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 2,059,022 shares of Common Stock owned of record and beneficially
by Pamela Axelrod, Mr. Axelrod's wife, for which Mr. Axelrod has been
appointed proxy (as discussed in Note (5) below). Excludes 204 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 2,059,022 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
2,221,802 shares held by Todd Axelrod, as to which Pamela Axelrod disclaims
beneficial ownership (see Note (3) above).
(6) Includes 10,000 shares of common stock issuable upon exercise of options
to purchase such shares at an exercise price of $4.50 per share.
</TABLE>
<PAGE>
(C) Changes in Control
There are no 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
The Company borrowed $1,000,000 in September 1998 from Nanna Corp., a company
owned by Todd Axelrod and his wife Pamela Axelrod. Nanna Corp. has since
dissolved, as a result the note was transferred to Mr. Axelrod. The loan is
payable interest only at a rate of 8% with principal due April 30, 2002.
Interest expense on the related party note was $85,105 during fiscal year 1999.
The proceeds for such loans have been utilized by the Company to reduce its
outstanding bank line of credit.
The Company purchased catalogs for its auction operation from Nanna Corp.
During fiscal 1998, the Company has paid Nanna Corp. $157,000 for catalogs for
five 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 different
sources 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.**
10.5 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, 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 28, 1999
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 28, 1999
Todd M. Axelrod Chairman of the
Board of Directors
(Principal Executive Officer)
/s/ Rod Lynam Treasurer/Assistant December 28, 1999
Rod Lynam Secretary and Director
(Principal Financial and
Accounting Officer)
/s/ Pamela Axelrod Executive Vice President December 28, 1999
Pamela Axelrod and Director
/s/ Bernard Duke Director December 28, 1999
Bernard Duke
/s/ Barry Fink Director December 28, 1999
Barry Fink
</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 Auctions, Inc.
A Nevada Corporation
International Stolen Art & Documents Clearinghouse Corp.
A Nevada Corporation
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation of
our report dated November 17, 1999 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 27, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Balance Sheet dated September 30, 1999 and its
Consolidated Statement of Operations covering the period from October 1,
1998 to September 30, 1999 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-30-1999
<PERIOD-END> SEP-30-1999
<CASH> 258263
<SECURITIES> 0
<RECEIVABLES> 204492
<ALLOWANCES> 0
<INVENTORY> 6768573
<CURRENT-ASSETS> 0
<PP&E> 2650008
<DEPRECIATION> 1382678
<TOTAL-ASSETS> 9251262
<CURRENT-LIABILITIES> 0
<BONDS> 2521154
0
0
<COMMON> 5918
<OTHER-SE> 6199296
<TOTAL-LIABILITY-AND-EQUITY> 9251262
<SALES> 2316526
<TOTAL-REVENUES> 2316526
<CGS> 892092
<TOTAL-COSTS> 892092
<OTHER-EXPENSES> 1533976
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 168351
<INCOME-PRETAX> (183441)
<INCOME-TAX> 0
<INCOME-CONTINUING> (183441)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (183441)
<EPS-BASIC> (.03)
<EPS-DILUTED> (.03)
</TABLE>
