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, 2000
[ ] 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: $1,805,187.
The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant (1,344,950 shares) as of December 1, 2000
was approximately $5,379,800 based upon $4.00, the price at which the stock
was sold on such date.
The Registrant had 5,625,984 shares of Common Stock outstanding as of
December 1, 2000.
Documents Incorporated by Reference: None
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The Company is engaged in the business of marketing historical documents such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
187,000 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 2000, the Company held eight auctions. During fiscal 1999,
the Company held seven 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.
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, 2000, the Company sold approximately 1,700
documents with an average single document sales price of approximately $1,050.
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
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 galleries, 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 187,000 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, 2000, the Company had nine full-time employees, in addition
to its four executive officers.
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, 2000,
7,063 square feet was being leased to three tenants for an aggregate monthly
rental of $10,770 under leases expiring at varying times from August 2001
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.
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
-----------------------------------------------------------
On September 18, 2000, the Company held its annual meeting of shareholders for
the following purposes: (1) to elect five Directors to serve until the next
annual meeting of shareholders; and (2) to approve the appointment of Arthur
Andersen LLP, as the Company's independent auditors for the fiscal year ending
September 30, 2001.
At the Meeting the following Directors were elected by a vote of 5,500,141 for
and 1,094 withholding authority: Todd M. Axelrod, Rod Lynam, Pamela Axelrod,
Bernard Duke and Barry Fink. Voting for the appointment of Arthur
Andersen LLP, as the Company's independent auditors, 5,501,216 shares were in
favor, 9 against and 10 shares abstain.
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.
Low Sale High Sale
Price Price
----- -----
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
Fiscal 2000
October 1, 1999 - December 31, 1999 $4.50 $ 2.75
January 1, 2000 - March 31, 2000 3.56 3.00
April 1, 2000 - June 30, 2000 4.00 2.88
July 1, 2000 - September 30, 2000 4.50 3.25
(b) As of December 1, 2000 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
236 beneficial owners of the Company's common stock as of September 2000.
(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.
The Company has a bank line of credit in the amount of $100,000 through
July 2001. 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, 2000, there was $50,000 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, 2000, there was an
outstanding balance due of $1,660,508. In March 1999, the Company borrowed
$1,000,000 from Todd 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, and
inventory management techniques that have been utilized in the past.
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, 2000. Cash outlays for the purchase
of documents in fiscal 2000 increased approximately $200,000 compared to
purchases in fiscal 1999 due to favorable purchasing opportunities. Equipment
purchases increased significantly during the last two fiscal years to augment
the Company's hardware and software computer system capabilities. Hardware
and software expenditures in fiscal 1999 amounted to approximately $330,000
and expenditures in fiscal 2000, largely software, amounted to approximately
$260,000. However, the Company is at a point where the majority of its
development has been concluded. Funds to finance the document and equipment
purchases were mainly drawn from the Company's credit facilities.
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
continuing operations.
Results of Operations
---------------------
Fiscal 2000 Compared to Fiscal 1999
-----------------------------------
Total document revenues decreased 22% comparing the two fiscal periods.
Although the Company conducted eight auctions in fiscal 2000 compared to seven
in fiscal 1999, auction revenues decreased 23% in the current fiscal year.
The Company has experienced increased competition in the auction market. In
addition, the decrease in revenues can be attributed to a decrease in large
single sales from the Company's conventional customers and dealers. The
number of winning bidders decreased 23% and the number of units sold decreased
31% comparing fiscal 2000 to fiscal 1999. Retail revenues decreased 10%
comparing the two fiscal periods. The decrease was due to revenues generated
at the Georgetown gallery in fiscal 1999 which was closed in January 1999.
Retail revenues at the headquarters location increased 19% for fiscal 2000
compared to fiscal 1999.
Total cost of revenues decreased 12% due to less revenues generated. Total
cost of revenues increased to 44% of revenues for fiscal 2000 compared to 39%
of revenues for fiscal 1999 because of the increase in catalog costs resulting
from an additional auction held in fiscal 2000. The cost of documents
remained at 23% of revenues for both fiscal years. The cost of catalogs
increased to 21% of revenues for fiscal 2000 compared to 15% of revenues for
fiscal 1999 due to the additional auction held in fiscal 2000. However, the
average cost of catalogs remained constant in the current fiscal year compared
to the previous fiscal year.
Total operating expenses increased 6% from the prior year and were 90% of
revenues for fiscal 2000 compared to 66% of revenues for fiscal 1999. The
largest increases in operating expenses occurred in depreciation and SG&A
expenses. Depreciation increased to 7% of revenues for fiscal 2000 compared
to 3% of revenues for fiscal 1999. The increase was due to the Company's
enhancement to its computer systems. This included a new PC server network
and a complete rewrite of all its inventory and auction software. Selling,
general and administrative expenses increased 3% from the prior year and were
79% of revenues for fiscal 2000 compared to 60% of revenues for fiscal 1999.
Major increases resulted from general and medical insurance premiums and
professional fees. General insurance premiums increased 22% from the prior
year and were 3% of revenues for fiscal 2000 compared to 2% of revenues for
fiscal 1999. This was due to an increase in the amount of excess insurance
coverage placed on the Company's document inventory. Medical insurance
premiums increased 33% from the prior year and were 2% of revenues for fiscal
2000 compared to 1% of revenues for fiscal 1999 due to general premium
increases. Professional fees increased 94% from prior year and were 14% of
revenues in fiscal 2000 compared to 6% in fiscal 1999. In the current fiscal
year, the Company entered into a consultant agreement with an expert
investment banker and money manager. As compensation for the consulting
services rendered, the Company has issued 100,000 restricted shares of its
common stock which will vest over the three year term of the agreement.
Consulting fees associated with this transaction resulted in an 11% increase
in selling, general and administrative expenses. In addition, the Company's
outside auditor fees increased 21% due to expanded regulatory requirements.
Advertising costs decreased 31% comparing the fiscal years due to the
Company's more selective approach to its auction advertising. Maintenance
and repair costs increased 141% from the prior year and were 2% of revenues
in fiscal 2000 compared to 1% of revenues in fiscal 1999. The increase is
largely due to a computer hardware maintenance service the Company has
employed in fiscal 2000.
Interest expense increased 60% from the prior year and was 15% of revenues for
fiscal 2000 as compared to 7% of revenues for fiscal 1999. The increase in
interest expense was the result of higher outstanding loan balances used to
finance the Company's computer hardware and software and document purchases
in fiscal 2000.
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 $75,000
operating profit for fiscal 2000 as compared to approximately $82,000
operating profit for fiscal 1999. The decrease is a result of a reduction
in leased square footage.
Item 7. Financial Statements.
TABLE OF CONTENTS
-----------------
PAGE
----
Report of Independent Public Accountants 12
Consolidated Balance Sheets - September 30,
2000 and 1999 13
Consolidated Statements of Operations for the
years ended September 30, 2000 and 1999 14
Consolidated Statements of Changes in Stock-
holders' Equity for the years ended
September 30, 2000 and 1999 15
Consolidated Statements of Cash Flows for the
years ended September 30, 2000 and 1999 16
Notes to Consolidated Financial Statements 18
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, 2000
and 1999, 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 auditing standards generally
accepted in the United States. 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, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
October 30, 2000
GALLERY OF HISTORY, INC. and SUBSIDIARIES
---------------------------------------------
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND 1999
___________________________________________________________________
Notes 2000 1999
----- --------- ---------
ASSETS
Cash $ 30,138 $ 258,263
Accounts receivable 1 60,388 204,492
Prepaid expenses 39,210 35,808
Documents owned 1 7,176,068 6,768,573
Land and building-net 2,5,8 1,328,990 1,379,496
Property and equipment-net 1,2,5 584,260 467,834
Other assets 3 131,329 136,796
--------- ---------
TOTAL ASSETS $9,350,383 $9,251,262
========= =========
LIABILITIES
Accounts payable $ 41,386 $ 177,867
Notes payable 5 1,732,190 1,596,621
Indebtedness to related parties 4,5 1,801,890 1,000,000
Deposits 11,448 21,154
Deferred tax 1,7 -- 171,011
Accrued and other liabilities 125,899 79,395
--------- ---------
TOTAL LIABILITIES 3,712,813 3,046,048
--------- ---------
COMMITMENTS AND CONTINGENCIES 8
STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
authorized, 20,000,000 shares;
11,935,308 and 11,835,308
shares issued and outstanding 1,6,10,11 5,968 5,918
Additional paid-in-capital 9,715,750 9,392,363
Deferred compensation 11 (183,992) --
Accumulated deficit (891,485) (265,514)
Common stock in treasury (6,309,324
and 6,286,824 shares), at cost 10 (3,008,671) (2,927,553)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 5,637,570 6,205,214
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $9,350,383 $9,251,262
========= =========
See the accompanying notes to consolidated financial statements.
________________________________________________________________
GALLERY OF HISTORY, INC. and SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
____________________________________________________________________
Notes 2000 1999
----- --------- --------
REVENUES 1 $1,805,187 $2,316,526
COST OF REVENUES 788,362 892,092
--------- ---------
GROSS PROFIT 1,016,825 1,424,434
--------- ---------
OPERATING EXPENSES:
Selling, general and administrative 1,423,677 1,379,496
Depreciation 1,2 126,089 77,246
Advertising 37,074 53,924
Maintenance and repairs 1 33,346 13,835
Loss on gallery closures -- 9,475
--------- ---------
TOTAL OPERATING EXPENSES 1,620,186 1,533,976
--------- ---------
OPERATING LOSS (603,361) (109,542)
--------- ---------
OTHER INCOME (EXPENSE):
Interest expense (269,219) (168,351)
Other, net 8 75,598 94,452
--------- ---------
TOTAL OTHER INCOME (EXPENSE) (193,621) (73,899)
--------- ---------
LOSS BEFORE INCOME TAXES (796,982) (183,441)
BENEFIT FOR INCOME TAXES 1,7 171,011 --
--------- ---------
NET LOSS $ (625,971) $ (183,441)
========= ==========
LOSS PER SHARE 9
Basic $(.11) $(.03)
==== ====
Diluted $(.11) $(.03)
==== ====
See the accompanying notes to consolidated financial statements.
________________________________________________________________
GALLERY OF HISTORY, INC. and SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
______________________________________________________________
Additional Common
Common Stock Paid-in Accumulated Stock in
Shares Par Value Capital Deficit Treasury Total
---------- --------- ------- ------- ---------- ---------
BALANCE
AT 9/30/98 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) (496,557)
Net Loss -- -- -- (183,441) -- (183,441)
---------- ----- --------- -------- ---------- ---------
BALANCE
AT 9/30/99 11,835,308 $5,918 $9,392,363 $(265,514) $(2,927,553) $6,205,214
Repurchase
Common Stock,
at cost
(22,500
shares) -- -- -- -- (81,118) (81,118)
Issue common
stock for
services 100,000 50 323,387 -- -- 323,437
Less
deferred
compensation -- -- (183,992) -- -- (183,992)
Net Loss -- -- -- (625,971) -- (625,971)
---------- ----- --------- -------- ---------- ---------
BALANCE
AT 9/30/00 11,935,308 $5,968 $9,531,758 $(891,485) $(3,008,671) $5,637,570
See the accompanying notes to consolidated financial statements.
________________________________________________________________
GALLERY OF HISTORY, INC. and SUBSIDIARIES
-------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
_______________________________________________________________________
2000 1999
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(625,971) $(183,441)
Adjustments to reconcile net loss
to net cash used for operating activities:
Depreciation and amortization 192,125 143,297
Common stock issued for services 139,445 --
Loss on disposal of property and
gallery closure -- 3,965
(Increase) decrease in:
Accounts receivable 144,104 89,494
Prepaid expenses (3,402) 48,613
Documents owned (a) (407,495) (210,761)
Other assets 5,467 26,714
Increase (decrease) in:
Accounts payable (136,481) 95,817
Deposits (9,706) (10,442)
Deferred tax (171,011) 487
Accrued and other liabilities 46,504 (13,224)
-------- --------
Net cash used for operating activities (826,421) (9,481)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and
building improvements (258,045) (329,586)
Purchase of documents (a) -- --
-------- --------
Net cash used for investing activities (258,045) (329,586)
-------- --------
(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 $798,037 and $695,622 in
fiscal 2000 and 1999 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)
GALLERY OF HISTORY, INC. and SUBSIDIARIES
-------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
_______________________________________________________________________
2000 1999
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from credit
facilities and related parties $ 937,459 $1,078,818
Repurchase of common stock (81,118) (496,557)
-------- ---------
Net cash provided by financing activities 856,341 582,261
-------- ---------
NET INCREASE (DECREASE) IN CASH (228,125) 243,194
CASH, BEGINNING OF YEAR 258,263 15,069
-------- ---------
CASH, END OF YEAR $ 30,138 $ 258,263
======== =========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION:
Cash paid during the year for interest $ 267,819 $ 165,258
========= =========
See the accompanying notes to consolidated financial statements.
________________________________________________________________
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, acquire 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, 2000 and 1999, 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.
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. This year's loss increased the net operating losses for tax
purposes, which resulted in a deferred tax asset for financial accounting
purposes. SFAS No. 109, "Accounting for Income Taxes," requires recognition
of a future tax benefit of net operating loss carryforwards and certain other
temporary differences to the extent that realization of such benefit is more
likely than not; otherwise, a valuation allowance is applied.
2. LAND, BUILDING, PROPERTY AND EQUIPMENT
Land, building, property and equipment at September 30, 2000 and 1999 consist
of the following:
Estimated
Service
Lives 2000 1999
----- --------- ---------
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 679,761 629,255
--------- ---------
Land and building - net $1,328,990 $1,379,496
========= =========
Equipment and furniture 5 years $1,144,653 $ 813,313
Leasehold improvements 5-15 years 278,756 278,756
--------- ---------
Total cost 1,423,409 1,092,069
Less accumulated depreciation
and amortization 866,719 753,423
--------- ---------
Subtotal 556,690 338,646
Construction in process 27,570 129,188
--------- ---------
Property and equipment - net $ 584,260 $ 467,834
========= =========
3. OTHER ASSETS
Other assets at September 30, 2000 and 1999 consist of the following:
2000 1999
------- -------
Book inventory $ 13,766 $ 14,120
Framing raw materials inventory 123,190 129,757
Less reserve for obsolete
materials (9,338) (15,000)
Other 3,711 7,919
------- -------
Total $131,329 $136,796
======= =======
4. RELATED PARTIES
In September 1998, the Company borrowed $1,000,000 from Nanna Corp., a
company owned 100% by Todd Axelrod, the primary stockholder and President of
the Company, and his wife, Pamela. Nanna Corp. has since dissolved; as a
result, the note was transferred to Mr. Axelrod in March 1999. The note is
due April 30, 2002, with monthly interest payments 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 note
was $80,923 and $85,105 during fiscal year 2000 and 1999, respectively. The
Company has also borrowed funds from Mr. Axelrod, from time to time during the
fiscal year 2000. The funds borrowed bear interest at the same rate as Mr.
Axelrod pays on his personal line of credit, which was 10.5% as of September
30, 2000. The balance of the funds borrowed was $801,890 as of September 30,
2000 and the Company had paid $27,083 in interest during fiscal 2000. The
funds were used to supplement operating activities.
5. NOTES PAYABLE AND INDEBTEDNESS TO RELATED PARTIES
Debt consists of the following at September 30:
2000 1999
---- ----
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, 2000, the
Company had utilized most of this
line of credit. $1,660,508 $1,560,202
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
Related party note payable at 10.5%
interest. The note has monthly
interest payments and the note is
payable on demand. 801,890 --
Revolving line of credit in the
amount of $100,000 renewing July
2001 with an interest rate of
prime plus 1.5% (11% at September 30,
2000). The line is collateralized
by the Company's inventory and
equipment. 50,000 --
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. 21,682 36,419
--------- ---------
Total $3,534,080 $2,596,621
========= =========
Maturities of notes payable are as follows for fiscal years ending
September 30:
2001 $ 935,366
2002 $2,598,714
---------
Total $3,534,080
=========
The estimated fair value of the Company's debt at September 30, 2000 and 1999,
respectively, was approximately $3,534,000 and $2,597,000, 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.
Summarized information for the options is as follows:
2000 1999
---------------- ----------------
Weighted Weighted
Average Average
Exercise Exercise
Options Price Options Price
------- ----- ------- -----
Outstanding at Beginning of Year 20,000 $4.50 658,800 $1.50
Granted -- $ -- 20,000 $4.50
Exercised -- $ -- -- $ --
Canceled/Expired -- $ -- 658,800 $1.50
------- ---- ------- ----
Outstanding at End of Year 20,000 $4.50 20,000 $4.50
======= ==== ======= ====
Exercisable at End of Year 20,000 20,000
Options Available for Grant 1,080,650 1,080,650
The following table summarizes information about the options outstanding at
September 30, 2000:
Options Outstanding Options Exercisable
------------------------------------------ ------------------------
Weighted
Average Weighted Weighted
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable at Exercise
Prices at 9/30/00 Life Price 9/30/00 Price
------ ---------- ---- ----- ------- -----
$ 4.50 20,000 4 $4.50 20,000 $4.50
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 loss applicable to common stock
and basic loss per common share would have been as follows:
Year Ending
September 30,
2000 1999
-------- --------
Net loss applicable to common stock:
As reported $(625,971) $(183,441)
Pro forma $(643,740) $(183,441)
Basic and diluted loss per
common share:
As reported $ (.11) $ (.03)
Pro forma $ (.11) $ (.03)
The fair value of the options granted are estimated on the date of grant,
which was August 6, 1999, using the Black-Scholes option pricing method with
the following assumptions:
Expected dividend yield 0%
Expected stock price volatility 218.43%
Risk-free interest rate 5.12%
Expected average life of options (years) 5
Expected fair value of options granted 4.44
7. INCOME TAXES
The benefit for income taxes for the years ended September 30, 2000 and 1999
are as follows:
2000 1999
-------- ------
Current
Federal $ -- $ --
Deferred (171,011) --
-------- ------
Total $(171,011) $ --
======== ======
Components of deferred tax assets (liabilities) for the years ended
September 30, 2000 and 1999 are as follows:
2000 1999
-------- --------
Depreciation $(230,043) $(209,155)
-------- --------
Gross deferred tax liabilities (230,043) (209,155)
-------- --------
Net operating loss carryforward 286,281 84,784
Other 52,402 17,898
-------- --------
Gross deferred tax assets 338,683 102,682
Less valuation allowance (108,640) (64,538)
-------- --------
Subtotal 230,043 38,144
-------- --------
Net deferred tax liabilities $ -- $(171,011)
======== ========
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 2000, the Company estimated that its deferred tax assets
will not be fully realizable and provided a valuation allowance to offset the
unusable amount.
The benefit 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 as a result of the following differences:
2000 1999
-------- --------
Expected provision/(benefit) $(270,974) $ (62,370)
Increase (decrease) from rate:
Effect of unrecognized tax benefits -- --
Other 55,861 (2,168)
Change in valuation allowance 44,102 64,538
-------- --------
At effective tax rate $(171,011) $ --
======== ========
As of September 30, 2000, the Company had the following income tax loss
carryforwards available for income tax purposes:
Expiration
Dates Amount
---------- -------
Federal regular tax operating
loss carryforwards 2009 to 2020 $842,003
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,
2000 and 1999 was $155,405 and $157,431, respectively. Included in Selling,
General and Administrative Expenses is 50% of the building's operating costs
representing area 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 $75,423 and $81,808 for the periods ended September 30, 2000 and
1999, respectively. Specific net assets identifiable with rental real estate
totaled $711,649 and $739,964 at September 30, 2000 and 1999, respectively.
These amounts included $679,761 and $629,255 of accumulated depreciation for
the years presented.
Future minimum lease payments receivable from non-cancellable operating leases
as of September 30, 2000, excluding amounts applicable to reimbursable
expenses, are as follows:
2001 $ 134,932
2002 124,800
2003 127,884
2004 114,650
2005 111,629
Thereafter 676,144
---------
Total $1,290,039
=========
9. EARNINGS PER SHARE
The computation of earnings per share is based on the weighted average number
of shares of common stock outstanding, 5,534,563 and 5,565,563 for the years
ended September 30, 2000 and 1999, respectively.
The following table discloses the Company's loss per share for the years ended
September 30, 2000 and 1999, as determined in accordance with SFAS 128. 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.
2000 1999
---- ----
Net loss per share
Basic $(.11) $(.03)
Diluted $(.11) $(.03)
At September 30, 2000 and 1999, all of the 20,000 exercisable stock options
outstanding 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, 2000. 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,
2000 and 1999.
10. REPURCHASE OF COMMON STOCK
During fiscal 1999, the Company purchased 576,584 shares at an average price
per share of $.861. In October 1999, the Company purchased 22,500 shares of
its common stock at an average price of $3.605.
11. RESTRICTED COMMON STOCK
In April 2000, the Company entered into a consultant agreement with an expert
investment banker and money manager. As compensation for the consulting
services rendered, the Company has issued 100,000 restricted shares of its
common stock which will vest over the three year term of the agreement. As
of September 30, 2000, 16,666 shares have vested and the remaining 83,334
shares are restricted. The total 100,000 shares have been included in the
Common Stock Issued and Outstanding presented in the Company's Balance Sheet.
Additionally, $184,000 of deferred compensation was recorded to reflect the
unvested balance of the shares as of September 30, 2000.
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.
Has Servered
as Director
Position(s) with Continuously
Name Age the Company Since
-------------------- --- -------------------------- -----
Todd M. Axelrod 51 President and Chairman 1981
of the Board of Directors
Rod R. Lynam 52 Treasurer/Assistant 1984
Secretary and Director
Pamela Axelrod 45 Executive Vice President and 1995
Director
Bernard Duke 73 Director 1998
Barry Fink 62 Director 1999
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 Lynam has been Treasurer and Chief Financial Officer of the Company since
September 1984.
Pamela Axelrod has been a Vice-President since 1995. She served as the manager
of the Las Vegas Fashion Show gallery, the Company's merchandise manager and
co-director of sales since 1984. She has served as Editor-in-Chief of the
Company's Simple & Direct auction catalog and as co-auction manager since 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 1988. Christensen, Miller,
Fink, Jacobs, Glaser, Weil & Shapiro, LLP has performed legal services for the
Company during fiscal 2000 and will perform legal services for the Company in
fiscal 2001. 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, 2000,
all Section 16(a) filing requirements applicable to its officers, directors
and greater than ten percent beneficial owners were complied with except as
follows: Mr. Fink and Mr. Duke each filed one Form 5 late with respect to the
grant of options. 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.
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, 2000, 1999, and 1998, 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.
SUMMARY COMPENSATION TABLE
Name and Principal Fiscal Annual Compensation
Position Year Salary Bonus
------------------------- ---- ------- -------
Todd M. Axelrod 2000 $139,125 $23,600(1)
President and Chief 1999 139,125 26,250
Executive Officer 1998 137,469 26,304
Pamela R. Axelrod 2000 $139,125 $23,600(1)
Executive Vice-President 1999 139,125 26,250
1998 137,469 26,304
(1) Accrued bonus earned but not yet paid.
During the three year period ended September 30, 2000 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, 2000, 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, 2001. 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, 2000,
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.
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Holder Beneficial Ownership(1) of Class
------- ------------------- ----------------------- --------
Common Todd M. Axelrod(2) 4,280,824(3)(5) 76.1%
Stock
Common Rod R. Lynam(2) 210 (4)
Stock
Common Pamela Axelrod(2) 4,280,824(5) 76.1%
Stock
Common Gerald Newman 493,000 8.8
Stock 1716 Coral Cove Way
Boca Raton, FL 33496
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
2121 Avenue of the Stars,
18th Floor
Los Angeles, CA 90067
Common All Executive Officers 4,301,034(7) 77.2%
Stock and Directors as a
group (5 persons)
(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.
(7) Includes 20,000 shares of common stock issuable upon exercise of
options to purchase such shares at an exercise price of $4.50 per
share.
(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
----------------------------------------------
In September 1998, the Company borrowed $1,000,000 from Nanna Corp., a company
owned 100% by Todd Axelrod, the primary stockholder and President of the
Company, and his wife, Pamela. Nanna Corp. has since dissolved; as a result,
the note was transferred to Mr. Axelrod in March 1999. The note is due April
30, 2002, with monthly interest payments at a rate of 8%. Interest expense
on the related party note was $80,923 and $85,105 during fiscal year 2000 and
1999, respectively. The proceeds from this loan were utilized by the Company
to reduce its outstanding bank line of credit. The Company has also borrowed
funds from Mr. Axelrod, from time to time during the fiscal year 2000. The
funds borrowed bear interest at the same rate as Mr. Axelrod pays on his
personal line of credit which is 10.5% as of September 30, 2000. The balance
of the funds borrowed was $801,890 as of September 30, 2000 and the Company
had paid $27,083 in interest during fiscal 2000. The funds were used to
supplement operating activities.
Subsequently, in November 2000, Todd Axelrod acquired 157 documents from the
Company for his personal use. The cost of the documents amounted to $140,131.
The Company obtained an outside specialist to perform an independent appraisal
of the documents involved. The amount of the appraisal $152,500, was used to
reduce debt owing Mr. Axelrod by the Company. The Company also purchased
three documents from Mr. Axelrod for a cost to the Company of $12,000, which
was less than their appraised value of $18,000. In addition to reducing the
Company's debt to Mr. Axelrod, this transaction also reduced its framed
document inventory that was produced for the gallery operations which have
since been discontinued. The majority of the Company's sales in its auction
operation are unframed documents.
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.
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 29, 2000
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:
Signature Title Date
-------------------- ------------------- ---------------
/s/ Todd M. Axelrod President and December 29, 2000
------------------- Chairman of the
Todd M. Axelrod Board of Directors
(Principal Executive Officer)
/s/ Rod Lynam Treasurer/Assistant December 29, 2000
------------- Secretary and Director
Rod Lynam (Principal Financial and
Accounting Officer)
/s/ Pamela Axelrod Executive Vice President December 29, 2000
------------------ and Director
Pamela Axelrod
/s/ Bernard Duke Director December 29, 2000
----------------
Bernard Duke
/s/ Barry Fink Director December 29, 2000
--------------
Barry Fink
