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 December 31, 1998
[ ] 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 5,564,784 shares of Common Stock, par value $.0005,
outstanding as of February 1, 1999.
<PAGE>
<TABLE>
Part 1 - FINANCIAL INFORMATION
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - UNAUDITED
______________________________________________________________________
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1998
----------- ------------
<S> <C> <C>
ASSETS
Cash $ 12,501 $ 15,069
Accounts receivable 88,039 293,986
Prepaid expenses 92,475 84,421
Documents owned 6,543,479 6,557,812
Land and building-net 1,417,375 1,430,002
Property and equipment-net 235,803 235,004
Other assets 164,545 163,510
---------- ----------
TOTAL ASSETS $ 8,554,217 $ 8,779,804
========== ==========
LIABILITIES
Accounts payable $ 78,118 $ 82,050
Notes payable 727,565 517,803
Indebtedness to related parties 1,000,000 1,000,000
Deposits 28,964 31,596
Deferred tax 163,231 170,524
Accrued and other liabilities 124,056 92,619
---------- ----------
TOTAL LIABILITIES 2,121,934 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 (101,982) (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 6,432,283 6,885,212
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 8,554,217 $ 8,779,804
========== ==========
See the accompanying notes to consolidated financial statements.
</TABLE>
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<TABLE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
______________________________________________________________________
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
-------- --------
<S> <C> <C>
REVENUES $ 628,502 $ 687,106
COST OF GOODS SOLD 237,641 253,469
-------- --------
GROSS PROFIT 390,861 433,637
-------- --------
OPERATING EXPENSES:
Selling, general and
administrative 357,483 311,747
Depreciation 16,459 19,230
Advertising 18,718 17,842
Maintenance & repairs 1,635 4,509
-------- --------
TOTAL OPERATING EXPENSES 394,295 353,328
-------- --------
OPERATING INCOME (LOSS) (3,434) 80,309
-------- --------
OTHER INCOME (EXPENSE)
Interest expense (44,222) (34,782)
Other 19,586 40,286
-------- --------
TOTAL OTHER INCOME (24,636) 5,504
-------- --------
INCOME (LOSS) BEFORE
INCOME TAXES (28,070) 85,813
(PROVISION) CREDIT FOR
INCOME TAXES 8,161 (18,800)
-------- --------
NET INCOME (LOSS) $ (19,909) $ 67,013
======== ========
EARNINGS (LOSS) PER SHARE:
Basic $ -- $ .01
==== ====
Diluted $ -- $ .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>
THREE MONTHS ENDED DECEMBER 31,
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (19,909) $ 67,013
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 32,973 35,338
(Increase) decrease in:
Prepaid expenses (8,054) (56,707)
Accounts receivable 205,947 16,888
Documents owned 14,333 64,451
Other assets (1,035) (5,458)
(Decrease) increase in:
Accounts payable (3,932) 78,970
Customer deposits (2,632) (10,701)
Deferred tax (7,293) 18,800
Accrued and other liabilities 31,437 6,730
-------- --------
Net cash provided by operating activities 241,835 215,324
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (21,145) (46,073)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from mortgage and notes payable 691,520 270,027
Repayments of mortgage and notes payable (481,758) (338,839)
Repurchase of common stock (433,020) (93,513)
Net cash used in financing activities (223,258) (162,325)
-------- --------
NET (DECREASE) INCREASE IN CASH (2,568) 6,926
CASH, BEGINNING OF PERIOD 15,069 20,095
-------- --------
CASH, END OF PERIOD $ 12,501 $ 27,021
======== ========
See the accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
GALLERY OF HISTORY, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Month Period Ended June 30, 1998 and 1997
_____________________________________________________________________________
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. These purchases
were made in the open market and 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 December 31, 1998 and 1997 were 5,596,756 and 6,426,922,
respectively. To derive diluted earnings per share, the average number
of shares for the three months ended December 31, 1998 and 1997 were
6,060,337 and 6,478,238, respectively. These numbers have been restated
to reflect the January 1999 two-for-one stock split.
5) Subsequent Event
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, per share data and par value 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 increase in net cash provided by operating activities for the three months
ended December 31, 1998 was largely due to the decrease in accounts receivable.
The increase resulted due to an auction being held at the end of September
1998, hence most of the receivables were not yet collected compared to an
auction held at the beginning of December 1998, resulting in most of the
receivables being collected by the month end. In addition, accrued expenses
increased during the period, largely due to accrued salaries. During the
period, the Company utilized the cash provided from operations and proceeds
from notes payable mainly 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.
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 December 31, 1998, there was no outstanding balance on this line of
credit. Any funds drawn bear interest at the bank's prime rate plus 1.5%.
In July 1997, the Company's term mortgage note was converted to a reducing
revolving line of credit in the amount of $1,839,523. The line of credit has
a 59 month amortization of principal 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
December 31, 1998, there was $1,085,285 available under this line of credit
with a principal balance of $680,842. 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. This note is due in three years with interest
payments monthly at a rate of 8.75%. The purpose of this note was to reduce
the Company's outstanding line of credit and to finance its stock repurchase
program.
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
auction programs. The Company's estimated cost to close the Washington, D.C.
gallery is less than $10,000. 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
<PAGE>
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 9% the quarter ended December 31, 1998 compared to
the quarter ended December 31, 1997. This decrease is due to a reduction in
retail sales that declined 61% comparing the periods. Retail sales amounted
to 9% of total sales for the quarter ended December 1998 compared to 20% of
total sales for the quarter ended December 1997. This decline in retail sales
emphasizes the Company's objective to exit the traditional retail market.
Auction sales increased 5% comparing the quarter ended December 31, 1998
compared to December 31, 1997. Both quarter periods included two auctions.
Cost of goods sold remained fairly consistent comparing the two quarter
periods; 38% of net sales for the current quarter compared to 37% of net sales
for the quarter ended December 1997. Cost of documents declined to 24% of net
sales for the quarter ended December 1998 compared to 25% for the quarter
ended December 1997. Cost of catalogs increased in the current quarter to 14%
of net sales compared to 12% of net sales in 1997. The increase is related
to the cost of mailing additional copies of the catalogs that increased 34%
comparing the two periods.
Total operating expenses increased 12% to 63% of net sales for the current
quarter from 51% of net sales for the quarter ended December 1997. The
increase is largely due to an increase in selling, general and administrative
expenses, which increased 15%, comparing the two periods. Credit card charges,
recorded as a selling expense, increased by 17% comparing the quarter ended in
1998 to 1997 resulting from a larger number of sales being paid for by credit
cards in the current period. Salaries increased 12% comparing the quarter
ended December 1998 to the quarter ended December 1997. The increase was a
result of general pay increases. Advertising increased 5% for the current
quarter compared to the quarter ended December 1997, resulting from additional
advertising in the current quarter. Maintenance and repair expenses decreased
64% comparing the two quarters largely due to the decreased cost of maintaining
its computer system. Depreciation expense decreased 14% comparing the three
month period ended December 31, 1998 to December 31, 1997 due to equipment and
leasehold improvements becoming fully depreciated.
Interest expense increased 27% to 7% of net sales for the quarter ended
December 31, 1998 from 5% of net sales for the quarter ended December 31,
1997. 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 two quarter periods was a result of a
reduction in leased square footage.
<PAGE>
Part II - Other Information
Item 1-5. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. Financial Data Schedule.
(b) Reports on Form 8-K.
Form 8-K was filed with the Securities and Exchange
Commission on October 1, 1998. The filing was made
to report under Item 5 of Form 8-K the Company's
purchase of 540,284 of its common stock at $.75
per share.
Form 8-K was filed with the Securities and Exchange
Commission on December 18, 1998. The filing was made
to report under Item 5 of Form 8-K the Company
declaring a two-for-one stock split of its common
stock for all shareholders of record as of December
24, 1998, with a distribution date of January 8, 1999.
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 February 12, 1999 /s Todd M. Axelrod
______________________ ________________________________
Todd M. Axelrod
President and
Chairman of the Board
(Principal Executive Officer)
Date February 12, 1999 /s Rod Lynam
______________________ _______________________________
Rod Lynam
Treasurer and Director
(Principal Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Consolidated Balance Sheet dated December 31, 1998 and its
Consolidated Statement of Operations covering the period from October 1,
1998 to December 31, 1998 and is qualified in its entirety by reference
to such financial statement and notes thereof.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 12501
<SECURITIES> 0
<RECEIVABLES> 88039
<ALLOWANCES> 0
<INVENTORY> 6543479
<CURRENT-ASSETS> 0
<PP&E> 2434894
<DEPRECIATION> 1361715
<TOTAL-ASSETS> 8554217
<CURRENT-LIABILITIES> 0
<BONDS> 1586267
0
0
<COMMON> 5918
<OTHER-SE> 6426365
<TOTAL-LIABILITY-AND-EQUITY> 8554217
<SALES> 628502
<TOTAL-REVENUES> 628502
<CGS> 237641
<TOTAL-COSTS> 237641
<OTHER-EXPENSES> 394295
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44222
<INCOME-PRETAX> (28070)
<INCOME-TAX> (8161)
<INCOME-CONTINUING> (19909)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (28070)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
