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 June 30, 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 5,625,984 shares of Common Stock, par value $.0005,
outstanding as of August 1, 2000.
Part 1 - FINANCIAL INFORMATION
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
______________________________________________________________________
JUNE 30, SEPTEMBER 30,
2000 1999
UNAUDITED
----------- ------------
ASSETS
Cash $ 140,735 $ 258,263
Accounts receivable 108,674 204,492
Prepaid expenses 32,401 35,808
Documents owned 7,195,256 6,768,573
Land and building-net 1,341,617 1,379,496
Property and equipment-net 587,163 467,834
Other assets 130,848 136,796
---------- ----------
TOTAL ASSETS $ 9,536,694 $ 9,251,262
========== ==========
LIABILITIES
Accounts payable $ 100,425 $ 177,867
Notes payable 1,801,172 1,596,621
Indebtedness to related parties 1,605,000 1,000,000
Deposits 18,154 21,154
Deferred tax 171,011 171,011
Accrued and other liabilities 121,413 79,395
---------- ----------
TOTAL LIABILITIES 3,817,175 3,046,048
---------- ----------
STOCKHOLDERS' EQUITY
Common stock: $.0005 par value;
20,000,000 shares authorized;
11,935,308 shares issued
and outstanding 5,968 5,918
Additional paid-in-capital 9,710,542 9,392,363
Less deferred compensation-restricted
common stock (236,321) --
Accumulated deficit (751,999) (265,514)
Common stock in treasury (6,309,324
and 6,286,824 shares), at cost (3,008,671) (2,927,553)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 5,719,519 6,205,214
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,536,694 $ 9,251,262
========== ==========
See the accompanying notes to consolidated financial statements.
------------------------------------------------------------------------
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
_________________________________________________________________________
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
-------- -------- ---------- ----------
REVENUES $ 446,708 $ 616,560 $1,442,317 $1,866,886
COST OF GOODS SOLD 184,782 233,763 619,292 712,159
--------- -------- --------- ---------
GROSS PROFIT 261,926 382,797 823,025 1,154,727
--------- -------- --------- ---------
OPERATING EXPENSES:
Selling, general and
administrative 384,180 329,009 1,044,795 1,061,886
Depreciation 30,760 21,358 84,787 55,130
Advertising 9,584 14,630 27,497 46,478
Maintenance & repairs 10,502 3,571 23,462 10,867
Loss on gallery closure -- -- -- 9,475
--------- -------- --------- ---------
TOTAL OPERATING EXPENSES 435,026 368,568 1,180,541 1,183,836
--------- -------- --------- ---------
OPERATING INCOME (LOSS) (173,100) 14,229 (357,516) (29,109)
--------- -------- --------- ---------
OTHER INCOME (EXPENSE)
Interest expense (70,600) (37,250) (192,453) (119,959)
Other 28,043 23,114 63,484 65,970
--------- -------- --------- ---------
TOTAL OTHER EXPENSE (42,557) (14,136) (128,969) (53,989)
--------- -------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES (215,657) 93 (486,485) (83,098)
CREDIT FOR INCOME TAX -- -- -- 8,161
--------- -------- --------- ---------
NET INCOME (LOSS) $ (215,657) $ 93 $ (486,485) $ (74,937)
========= ======== ========= =========
EARNINGS (LOSS) PER SHARE:
Basic $(.04) $ -- $(.09) $(.01)
==== ==== ==== ====
Diluted $(.04) $ -- $(.09) $(.01)
==== ==== ==== ====
See the accompanying notes to consolidated financial statements.
------------------------------------------------------------------------
GALLERY OF HISTORY, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
_________________________________________________________________________
NINE MONTHS ENDED
JUNE 30,
2000 1999
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $(486,485) $(74,937)
Adjustments to reconcile net loss
to net cash provided by (used in)
operating activities:
Depreciation and amortization 134,326 104,669
Common stock issued for services 81,908
Deferred tax -- (7,674)
(Increase) decrease in:
Accounts receivable 95,818 250,008
Prepaid expenses 3,407 25,344
Documents owned (426,683) (29,440)
Other assets 5,948 11,141
(Decrease) increase in:
Accounts payable (77,442) 99,127
Deposits (3,000) (8,449)
Accrued and other liabilities 42,018 35,061
-------- --------
Net cash provided by (used in)
operating activities (630,185) 404,850
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (215,776) (313,333)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) from
credit facilities 809,551 392,939
Repurchase of common stock (81,118) (496,557)
Net cash provided by (used in)
financing activities 728,433 (103,618)
-------- --------
NET DECREASE IN CASH (117,528) (12,101)
CASH, BEGINNING OF PERIOD 258,263 15,069
-------- --------
CASH, END OF PERIOD $ 140,735 $ 2,968
======== ========
See the accompanying notes to consolidated financial statements.
------------------------------------------------------------------------
GALLERY OF HISTORY, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Nine Month Period Ended June 30, 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 be 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 weighted average number of shares outstanding for the three
months ended June 30, 2000 and 1999 were 5,534,317 and 5,552,066, respectively;
and for the nine month period ended June 30, 2000 and 1999 the weighted average
number of shares outstanding were 5,529,081 and 5,571,320, respectively.
Because of the Company's loss, no potential dilution has been considered;
therefore the weighted average number of shares for diluted earnings per share
is the same as the basic earnings 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.
6) Restricted Common Stock
During the current quarter, 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 June 30, 2000, 8,333 shares have vested. The total 100,000
shares have been included in the Common Stock Issued and Outstanding presented
in the Company's June 30, 2000 Balance Sheet.
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 nine month period ended June 30, 2000 largely as a
result of the net operating loss and an increase in the Company's
document inventory. Document inventory purchases totaled approximately
$740,000 in the current nine month period. Because an auction was held
late in the month of September 1999, accounts receivable decreased
comparing that balance with June 2000. Similarly, accounts payable also
decreased due to fewer consignments outstanding in June 2000 compared to
September 1999. 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 document purchases.
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, 2001. Loans under the line are secured by
the Company's inventory. As of June 30, 2000, the Company has fully utilized
this line of credit for document purchases in the period. 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 June 30, 2000, there was approximately $2,000 available under this
line of credit with a principal balance of $1,675,965. 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 $605,000 as
of June 30, 2000 on these additional borrowed funds.
The Company believes its current cash and working capital
requirements will be satisfied for the near term by revenue generated
from operations and amounts available under the existing lines of
credit. In the event the Company does not generate sufficient working
capital from operations, the Company will seek alternative equity and/or
debt financing, the availability and terms of which cannot be assured.
Results of Operations
---------------------
Document revenues decreased 28% for the quarter period ended June
30, 2000 compared to the previous year quarter, and decreased 23%
comparing the nine month periods ended June 30, 2000 and 1999.
Comparing the two quarter periods, auction revenues decreased 30% in the
current quarter; however, retail revenues increased 28% in the current
quarter. Comparing the nine month periods, auction revenues decreased
24% in the current period and retail revenues decreased 9% in the
current period. The decrease can be contributed to the increased
competition in the auction market. Comparing the two nine month
periods, the number of auction winning bidders has decreased 29% in the
current period. The number of units sold has decreased by 36% comparing
the nine month period ended June 30, 2000 to the nine month period ended
June 30, 1999.
Cost of goods sold increased to 41% of net revenues for the quarter
ended June 30, 2000 compared to 38% of net revenues for the quarter
ended June 30, 1999. Cost of goods sold increased to 43% of net
revenues for the nine month period ended June 30, 2000 compared to 38%
of net revenues for the nine month period ended June 30, 1999. Document
costs remained constant at 23% of net revenues for both quarter periods.
However, document costs decreased slightly to 23% of net revenues
comparing the nine month period ended June 30, 2000 from 24% of net
revenues for the nine month period ended June 30, 1999. Cost of
catalogs increased to 19% of net revenues for the quarter ended June
2000 compared to 15% of net revenues for the quarter ended June 1999.
For the nine month periods, catalog costs increased to 20% of net
revenues for 2000 compared to 15% of net revenues for 1999. The
increase is due to enhancements in the printing of the catalogs.
Total operating expenses increased 18%, to 97% of net revenues for
the quarter ended June 30, 2000 compared to 60% of net revenues for the
quarter ended June 30, 1999. Total operating expenses increased to 82%
of net revenues for the current nine month period from 63% of net
revenues for the prior nine month period. Selling, general and
administrative expenses increased 17% comparing the quarter periods to
86% of net revenues for the quarter ended June 30, 2000 from 53% of net
revenues for the quarter ended June 30, 1999. Selling, general and
administrative expenses decreased slightly comparing the nine month
periods, however, the expenses increased to 72% of net revenues in 2000
compared to 57% of net revenues in 1999. During the current quarter,
the Company had 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 incurred during the current quarter to record this
transaction resulted in a 23% increase in selling, general and
administrative expenses or 18% of net revenues. Without considering the
consulting fees, selling, general and administrative expenses would have
decreased 8% comparing the quarter ended June 30, 2000 to the quarter
ended June 30, 1999.
Maintenance and repair expenses increased to 2% of net revenues for
the quarter and nine month period ended June 30, 2000 compared to 1% of
net revenues for the quarter and nine month periods ended June 30, 1999.
The increase is attributed to the Company utilizing an outside
specialist to maintain its computer systems. Depreciation expense
increased by 44% comparing the quarter periods to 7% of net revenues for
the quarter ended June 30, 2000 compared to 3% of net revenues for the
quarter period ended June 30, 1999. Depreciation expense increased 54%
comparing the nine month periods to 6% of net revenues for the nine
months ended June 30, 2000 compared to 3% of net revenues for the nine
month period ended June 30, 1999. The increase is a result of the
Company's expanded computer equipment and software acquisitions.
Advertising decreased 34% comparing the quarter periods and decreased
41% comparing the nine month periods. Advertising expenses have been
scaled back to help lower total operating expenses.
Interest expense increased 90% comparing the quarter periods to 16%
of net revenues for the quarter period ended June 30, 2000 from 6% of
net revenues for the previous year quarter. Interest increased to 13%
of net revenues for the nine month period ended June 2000 compared to 6%
of net revenues for the nine 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 and the purchase
of document inventory. 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. None.
Item 2. Changes in Securities and Use of Proceeds.
(c) Effective April 1, 2000, the Company entered into a
Consulting 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 June 30, 2000, 8,333 of these shares had
vested. The offer and sale of the securities were made in a private placement
to the consultant and were exempt from the registration requirements of the
Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities
Act.
Item 3-5. None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
(27) Financial Data Schedule.
(b) Reports on Form 8-K. None.
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 August 15, 2000 /s Todd M. Axelrod
______________________ ________________________________
Todd M. Axelrod
President and
Chairman of the Board
(Principal Executive Officer)
Date August 15, 2000 /s Rod Lynam
______________________ _______________________________
Rod Lynam
Treasurer and Director
(Principal Accounting Officer)
