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, 2000
[ ] 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 5,525,984 shares of Common Stock, par value $.0005,
outstanding as of May 1, 2000.
<PAGE>
<TABLE>
Part 1 - FINANCIAL INFORMATION
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
_________________________________________________________________________
<CAPTION>
MARCH 31, SEPTEMBER 30,
2000 1999
UNAUDITED
----------- ------------
<S> <C> <C>
ASSETS
Cash $ 26,742 $ 258,263
Accounts receivable 17,588 204,492
Prepaid expenses 54,230 35,808
Documents owned 6,969,290 6,768,573
Land and building-net 1,354,244 1,379,496
Property and equipment-net 488,607 467,834
Other assets 133,196 136,796
---------- ----------
TOTAL ASSETS $ 9,043,897 $ 9,251,262
========== ==========
LIABILITIES
Accounts payable $ 79,650 $ 177,867
Notes payable 1,744,660 1,596,621
Indebtedness to related parties 1,065,000 1,000,000
Deposits 23,467 21,154
Deferred tax 171,011 171,011
Accrued and other liabilities 106,841 79,395
---------- ----------
TOTAL LIABILITIES 3,190,629 3,046,048
---------- ----------
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 (536,342) (265,514)
Common stock in treasury (6,309,324
and 6,270,524 shares), at cost (3,008,671) (2,927,553)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 5,853,268 6,205,214
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,043,897 $ 9,251,262
========== ==========
<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,
2000 1999 2000 1999
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES $ 574,313 $ 621,825 $ 995,610 $1,250,327
COST OF GOODS SOLD 230,242 240,755 434,511 478,396
--------- -------- --------- ---------
GROSS PROFIT 344,071 381,070 561,099 771,931
--------- -------- --------- ---------
OPERATING EXPENSES:
Selling, general and
administrative 325,502 375,395 660,614 732,878
Depreciation 29,431 17,313 54,027 33,772
Advertising 8,800 13,130 17,913 31,848
Maintenance & repairs 9,262 5,660 12,961 7,296
Loss on gallery closure -- 9,475 -- 9,475
--------- -------- --------- ---------
TOTAL OPERATING EXPENSES 372,995 420,973 745,515 815,269
--------- -------- --------- ---------
OPERATING LOSS (28,924) (39,903) (184,416) (43,338)
--------- -------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (66,321) (38,487) (121,852) (82,709)
Other 18,725 23,269 35,440 42,856
--------- -------- --------- ---------
TOTAL OTHER EXPENSE (47,596) (15,218) (86,412) (39,853)
--------- -------- --------- ---------
LOSS BEFORE INCOME TAXES (76,520) (55,121) (270,828) (83,191)
CREDIT FOR INCOME TAX -- -- -- 8,161
--------- -------- --------- ---------
NET LOSS $ (76,520) $ (55,121) $ (270,828) $ (75,030)
========= ======== ========= =========
LOSS PER SHARE:
Basic $(.01) $(.01) $(.05) $(.01)
==== ==== ==== ====
Diluted $(.01) $(.01) $(.05) $(.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,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(270,828) $(75,030)
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 87,053 66,798
Deferred tax -- (7,674)
(Increase) decrease in:
Accounts receivable 186,904 258,704
Prepaid expenses (18,422) 29,491
Documents owned (200,717) 92,085
Other assets 3,600 5,852
(Decrease) increase in:
Accounts payable (98,217) 93,630
Deposits 2,313 (6,546)
Accrued and other liabilities 27,446 28,485
-------- -------
Net cash provided by (used for)
operating activities (280,868) 485,795
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (82,574) (104,579)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) from
credit facilities 213,039 53,253
Repurchase of common stock (81,118) (433,020)
-------- -------
Net cash provided by (used for)
financing activities 131,921 (379,767)
-------- -------
NET INCREASE (DECREASE) IN CASH (231,521) 1,449
CASH, BEGINNING OF PERIOD 258,263 15,069
-------- -------
CASH, END OF PERIOD $ 26,742 $ 16,518
======== =======
<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, 2000 and 1999
_____________________________________________________________________________
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 1999 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 fiscal 1999, the Company purchased 576,584 shares of its common stock
at an average price of $.86 a share. In October 1999, the Company
purchased 22,500 shares of its common stock at an average price of $3.61
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, 2000 and 1999 were 5,525,984 and 5,564,784,
respectively; and for the six month period ended March 31, 2000 and 1999
the average number of shares outstanding were 5,526,475 and 5,580,945,
respectively. Because of the Company's loss, no potential dilution has
been considered; therefore the average number of shares for diluted
earning per share is the same as the basic earning per share.
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 incurred a decrease in cash provided by operating
activities in its six month period ended March 31, 2000 resulting from
the net loss, a decrease in accounts payable and an increase in the
purchasing of new document inventory. Accounts payable were higher at
the beginning of the period because of the amounts due for consigned
inventory that was sold in the Company's September 1999 auction.
Document inventory purchases increased during the six month period due
to favorable buying opportunities. A decrease in accounts receivable
resulted from the timing of auctions held. In October 1999, the Company
purchased 22,500 shares of its Common Stock for $3.61 a share. The
Company has utilized its bank lines of credit to finance its operations
and common stock repurchase.
The Company has available a line of credit from its bank in the
amount of $100,000 at an interest rate of 1.5% over the prime rate with
a maturity date of July 15, 2000. Loans under the line are secured by
the Company's inventory. As of March 31, 2000, there was a $25,000
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. The Company's
headquarters building collateralizes this line of credit. As of March
31, 2000, there was approximately $3,000 available under this line of
credit with a principal balance of $1,690,478. In March 1999, the
Company borrowed $1,000,000 from 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. The Company has also borrowed
additional funds during the period, when necessary, from Mr. Axelrod.
The Company pays the same interest rate as its bank revolving line of
credit and has an outstanding balance of $65,000 as of March 31, 2000.
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.
<PAGE>
Results of Operations
- ---------------------
Document revenues decreased 8% for the quarter period ended March
31, 2000 compared to the quarter ended March 31, 1999, and decreased 20%
comparing the two six month periods. Auction revenues decreased 8%
comparing the quarter ended March 31, 2000 to March 31, 1999. Auction
revenues decreased 20% comparing the six month periods. The decrease is
a result of a 29% decline in the number of bidders, down from an average
of 126 bidders in the four auctions held during the six month period
ended March 31, 1999 to an average of 90 bidders for the four auctions
held during the six month period ended March 31, 2000. As a result, the
number of units sold decreased 34% comparing the auction held during the
six month periods. However, the average sales price has increased to
$1,109 per item sold for auctions held during the six month period ended
March 31, 2000 compared to an average sales price of $922 per item for
auctions held during the six month period ended March 31, 1999. Retail
revenues were 5% of total revenues for both quarter periods; however,
retail revenues decreased 19% comparing the six month periods largely
due to revenues generated at the Washington DC gallery that was closed
in January 1999.
Cost of goods sold increased to 40% of net revenues for the quarter
ended March 31, 2000 compared to 39% of net revenues for the quarter
ended March 31, 1999. Cost of goods sold increased to 44% of net
revenues for the six month period ended March 2000 compared to 38% of
net revenues for the six month period ended March 1999. Document costs
decreased to 23% of net revenues for the quarter ended March 31, 2000
compared to 24% of net revenues for the quarter ended March 31, 1999.
Document costs remained consistent at 24% of net revenues for both six
month periods. Cost of catalogs increased to 17% of net revenues for
the quarter ended March 2000 compared to 15% of net revenues for the
quarter ended March 1999. For the six month periods, catalog costs
increased to 20% of net revenues for 2000 compared to 14% of net
revenues for 1999. The increase is due to enhancements in the printing
of the catalogs. Comparing the two six month periods, the cost of
catalogs has increased 19%.
Total operating expenses decreased 11%, to 65% of net revenues for
the quarter ended March 31, 2000 compared to 68% of net revenues for the
quarter ended March 31, 1999. Total operating expenses decreased 9%
comparing the six month periods, however total operating expenses
increased as a percent of revenues because of the lower current period
total revenues, to 75% of net revenues for the current six month period
from 65% of net revenues for the prior six month period. Selling,
general and administrative expenses decreased 13% comparing the quarter
periods and 10% comparing the six month periods. The decrease is, in
part, attributed to a decrease in expenses related to the closure of the
Company's retail gallery in Washington, D.C. in January 1999. In
addition, salaries and related payroll taxes decreased 10% comparing the
quarter periods and 9% comparing the six month periods. The decrease is
a result of in-house computer personnel employed by the Company in the
previous six moth period. Currently, the Company has engaged outside
specialists to maintain its computer systems. This is the reason for
the increase in maintenance & repairs expenses, which increased 64%
comparing the quarter periods and 78% comparing the six month periods.
Depreciation expense increased by 70% comparing the quarter periods to
5% of net revenues for the quarter ended March 31, 2000 compared to 3%
of net revenues for the quarter period ended March 31, 1999.
<PAGE>
Depreciation expense increased 60% comparing the six month periods to 5%
of net revenues for the six months ended March 31, 2000 compared to 3%
of net revenues for the six month period ended March 31, 1999. The
increase is a result of the Company's expanded computer equipment and
software acquisitions. Advertising decreased 33% for the quarter ended
March 2000 compared to March 1999, from 2% of net revenues for 1999 to
1.5% of net revenues for 2000. Advertising also decreased comparing the
six month periods to 2% net revenues for 2000 compared to 2.5% of net
revenues for 1999. Advertising expenses have been scaled back to help
lower total operating expenses.
Interest expense increased 72% comparing the quarter periods to
11.5% of net revenues for the quarter period ended March 31, 2000 from
6% of net revenues for the quarter ended March 31, 1999. Interest
increased to 12% of net revenues for the six month period ended March
2000 compared to 7% of net revenues for the six month period in 1999.
The increase is a result of higher outstanding loan balances on the
Company's lines of credit, which were drawn on to finance its
operations, the purchase of document inventory and the repurchase of the
Company's common stock. Other income is largely the result of the
rental operation for the Company's headquarters building. The decrease
comparing the periods was a result of a reduction in leased square
footage to outside tenants.
Part II - Other Information
Item 1-5. 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 15, 2000 /s Todd M. Axelrod
______________________ ________________________________
Todd M. Axelrod
President and
Chairman of the Board
(Principal Executive Officer)
Date May 15, 2000 /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, 2000 and its
Consolidated Statement of Operations covering the period from October 1,
1999 to March 31, 2000 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-30-2000
<PERIOD-END> MAR-31-2000
<CASH> 26742
<SECURITIES> 0
<RECEIVABLES> 17588
<ALLOWANCES> 0
<INVENTORY> 6969290
<CURRENT-ASSETS> 0
<PP&E> 2732582
<DEPRECIATION> 1469731
<TOTAL-ASSETS> 9043897
<CURRENT-LIABILITIES> 0
<BONDS> 2809660
0
0
<COMMON> 5918
<OTHER-SE> 5847350
<TOTAL-LIABILITY-AND-EQUITY> 9043897
<SALES> 995610
<TOTAL-REVENUES> 995610
<CGS> 434511
<TOTAL-COSTS> 434511
<OTHER-EXPENSES> 745515
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 121852
<INCOME-PRETAX> (270828)
<INCOME-TAX> 0
<INCOME-CONTINUING> (270828)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (270828)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
