_____________SECURITIES AND EXCHANGE COMMISSION______________
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 1995
OR
[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to _______
COMMISSION FILE NUMBER 1-11988
GREG MANNING AUCTIONS, INC.
(Exact name of Small Business Issuer as specified in its Charter)
NEW YORK 22-2365834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
775 PASSAIC AVENUE
WEST CALDWELL, NEW JERSEY 07006
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (201) 882-0004
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to filing requirements for the past 90
days. Yes X No
Transitional Small Business Disclosure Format (check one): YES NO X
<PAGE>
GREG MANNING AUCTIONS, INC.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (Unaudited)
TABLE OF CONTENTS
Consolidated Balance Sheet -September 30, 1995 (Unaudited)
Consolidated Statements of Operations and Retained Earnings -
Three-month Periods ended
September 30, 1994 (Unaudited) and
September 30, 1995 (Unaudited)
Consolidated Statements of Cash Flows -
Three-month Periods ended
September 30, 1995 (Unaudited) and
September 30, 1994 (Unaudited)
Notes to Consolidated Financial Statements
as of September 30, 1995
Item 2. Management's Discussion and Analysis
GREG MANNING AUCTIONS, INC.
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash and cash equivalents $ 567,745
Accounts receivable
Auctions receivables 5,258,285
Advances to consignors 1,713,065
Other receivables 139,347
Inventories 3,941,189
Due from affiliate - CRM 12,927
Income taxes receivable 641,236
Deferred tax asset 60,531
Prepaid expenses 368,752
-------------------
Total current assets 12,703,077
Property and equipment, net 871,202
Goodwill, net 1,795,981
Other assets 1,108,275
-------------------
Total assets 16,478,535
===================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Demand notes payable to bank $ 4,706,000
Loans payable - current portion 144,277
Payable to third party consignors 3,731,751
Accounts payable 1,120,384
Accrued expenses and other current liabilities 257,276
Income taxes payable 164,508
-------------------
Total current liabilities 10,124,196
Loans payable - long term portion 404,463
-------------------
Total liabilities 10,528,659
Commitments and contingencies (Notes 8, 10, 11 and 12)
Preferred stock, $.01 par value. Authorized
10,000,000 shares; none issued
Common stock, $.01 par value. Authorized
20,000,000 shares; 3,607,661 issued and outstanding
41,308
Additional paid in capital 6,414,449
Accumulated deficit (505,881)
-------------------
Total stockholders' equity
5,949,876
-------------------
Total liabilities and stockholders' equity $ 16,478,535
===================
</TABLE>
See accompanying notes to financial statements
<PAGE>
GREG MANNING AUCTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTH PERIOD
ENDED SEPTEMBER 30
----------------------------------
1994 1995
---------------- ----------------
<S> <C> <C>
Operating revenues
Sales of merchandise $ 1,550,244 $ 1,111,370
Commissions from third parties 725,408 681,045
Commissions from affiliate consignor- CRM 10,742 1,065
---------------- ----------------
2,286,394 1,793,480
---------------- ----------------
Operating expenses
Cost of merchandise sold 1,061,752 840,563
General and administrative 1,076,983 1,135,201
Marketing 213,224 102,453
---------------- ----------------
2,351,959 2,078,217
---------------- ----------------
Operating profit (loss) (65,565) (284,737)
Other income (expense)
Interest income and other income (12,356) 94,510
Interest expense (75,965) (131,127)
---------------- ----------------
Income (loss) before income taxes (153,886) (321,354)
Provision (benefit) for income taxes (58,403) (127,588)
---------------- ----------------
Net income (loss) $ (95,483) $ (193,766)
Retained earnings, beginning of period 515,040 (312,115)
---------------- ----------------
Retained earnings, end of period $ 419,557 $ (505,881)
================ ================
Weighted average number of shares outstanding 2,795,000 3,915,336
================ ================
Net income(loss) per common share $ (0.03) $ (0.05)
================ ================
</TABLE>
See accompanying notes to financial statements.
<PAGE>
GREG MANNING AUCTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE-MONTH PERIOD
ENDED SEPTEMBER 30,
------------------------------------
1994 1995
---------------- ----------------
<S> <C> <C>
Cash flows from operating activities
Net income (loss) $ (95,483) $ (193,766)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 38,816 85,312
Provision for bad debts (105,000)
Deferred tax asset 250,392
Changes in assets (increase) decrease:
Auctions receivables 485,909 3,358,517
Advances to consignors (280,659) (475,861)
Income taxes receivable (377,980)
Other receivables (34,523) (3,791)
Inventories (187,339) (1,242,366)
Due from affiliate - CRM 7,015 (12,927)
Prepaid expenses (337,415) 47,392
Other assets 2,815 32,304
Changes in liabilities (decrease) increase:
Payable to third-party consignors 609,281 (1,965,972)
Accounts payable (931,807) 162,123
Customer deposits (311,624) (79,720)
Accrued expenses & other liabilities 306,472 103,424
---------------- ----------------
Net cash used in operating activities (728,542) (417,919)
---------------- ----------------
Cash flows from investing activities:
Capital expenditures for property and equipment (3,639) (45,951)
Purchase of Ivy (11,162)
Purchase of Prime International, Inc. stock (250,000)
---------------- ----------------
Net cash used in investing activities (3,639) (307,113)
---------------- ----------------
Cash flows from financing activities:
Repayment of loans payable (26,167) (336,678)
Repayment of notes payable (39,000)
Net proceeds from issuance of stock 711,654
---------------- ----------------
Net cash provided by financing activities (26,167) 335,976
---------------- ----------------
Net decrease in cash and cash equivalents (758,348) (389,056)
Cash and cash equivalents at beginning of period 1,305,774 956,801
================ ================
Cash and cash equivalents at end of period $ 547,426 $ 567,745
================ ================
</TABLE>
See accompanying notes to financial statements
<PAGE>
GREG MANNING AUCTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
(UNAUDITED)
(1) Organization, Business and Basis of Presentation
Greg Manning Auctions, Inc. together with its wholly owned subsidiaries
Ivy & Mader Philatelic Auctions, Inc. and Greg Manning Galleries, Inc.
(collectively, the Company), is a public auctioneer of collectibles including
rare stamps, stamp collections and stocks, and regularly conducts rare stamp
auctions bringing together purchasers and sellers located throughout the world.
The Company accepts property for sale at auctions from sellers on a consignment
basis, and earns a commission on the sale. In addition to stamps, the other
collectibles auctioned by the Company include trading cards and sports
memorabilia and other collectibles such as antiquities and rare coins. The
Company also sells collectibles by private treaty for a commission, and sells
its own inventory at auction, wholesale and retail.
The accompanying consolidated balance sheet as of September 30, 1995
and related consolidated statements of operations and retained earnings for each
of the three month periods ended September 30, 1994 and 1995 and of cash flows
for the three month periods then ended have been prepared from the books and
records maintained by the Company, in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation SB. Accordingly, they
do not include all information and disclosures required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments, which are of a normal recurring nature, considered
necessary for a fair presentation have been included. For further information,
refer to the consolidated financial statements and disclosures thereto included
in the Company's Form 10-KSB for the year ended June 30, 1995 filed with the
Securities and Exchange Commission.
(2) Summary of Certain Significant Accounting Policies
Revenue Recognition
Revenue is recognized by the Company when the rare stamps and
collectibles are sold and is represented by a commission received from the buyer
and seller. Auction commissions represent a percentage of the hammer price at
auction sales as paid by the buyer and the seller.
In addition to auction sales, the Company also sells via private
treaty. This occurs when an owner of property arranges with the Company to sell
such property to a third party at a privately negotiated price. In such a
transaction, the owner may set selling price parameters for the Company, or the
Company may solicit selling prices for the owner, and the owner may reserve the
right to reject any selling price. In certain transactions, the Company may be
requested to guarantee a fixed price to the owner, which would be payable
regardless of the actual sales price ultimately received. The Company recognizes
as private treaty revenue an amount equal to a percentage of the sales price, or
in the case of a guaranteed fixed price, the difference between the actual sales
price and the guaranteed fixed price when the properties are sold.
<PAGE>
The Company also sells its own inventory at auction, wholesale and
retail. Revenue with respect to inventory at auction is recognized when sold,
and for wholesale or retail sales, revenue is recognized when delivered or
released to the customer or to a common carrier for delivery.
The Company does not provide any guarantee with respect to the
authenticity of property offered for sale at auction. Each lot is sold as
genuine and as described by the Company in the catalogue. However, when, in the
opinion of a competent authority mutually acceptable to the Company and the
purchaser, a lot is declared otherwise, the purchase price will be refunded in
full if the lot is returned to the Company within a specified period. In such
event, the Company will return such lot to the consignor before a settlement
payment has been made to such consignor for such lot. To date, returns have not
been material. Large collections are generally sold on an " as is" basis.
Principles of Consolidation
The consolidated financial statements of the Company include the
accounts of its wholly owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.
Business Segment
The Company operates in one segment, the auctioning or private treaty
sale of rare stamps and other collectibles. Set forth below is a table of
aggregate sales of the Company, subdivided by source and market:
<TABLE>
<CAPTION>
For the three months ended
September 30, Percentages
-------------------------------- ---------------------
1994 1995 1994 1995
-------------------------------- ---------------------
<S> <C> <C> <C> <C>
Aggregate Sales $ 5,491,764 $ 5,201,509 100% 100%
================================ =====================
By source:
A. Auction $ 3,913,354 $ 4,090,139 71% 79%
B. Sales of inventory 1,550,244 1,111,370 28% 21%
C. Private treaty 28,166 - 1% 0%
-------------------------------- ---------------------
By market:
A. Philatelics $ 4,492,614 $ 4,583,934 82% 88%
B. Sports collectibles 243,249 221,282 4% 4%
C. Other collectibles 755,901 396,293 14% 8%
-------------------------------- ---------------------
</TABLE>
Goodwill
Goodwill primarily includes the excess purchase price paid over the
fair value of the net assets acquired. Goodwill is being amortized on a
straight-line basis over forty years. Total accumulated amortization at
September 30, 1995 was $90,761. The recoverability of goodwill is evaluatedat
each balance sheet date as events or circumstances indicate a possible inability
to recover their carrying amount. This evaluation is based on historical and
projected results of operations and gross cash flows for the underlying
businesses.
Investments
The Company accounts for marketable securities pursuant to the
Statement of Financial Accounting Standards (FAS) No. 115, Accounting for
Certain Investments in Debt and Equity Securities. Under this Statement, the
Company's marketable securities with a readily determinable fair value have been
classified as available for sale and are carried at fair value with an
offsetting adjustment to Stockholders' Equity. Net unrealized gains and losses
on marketable securities are credited or charged to a separate component of
<PAGE>
Stockholders' Equity. At September 30, 1995 the fair value of the Company's
marketable securities approximated its cost.
Other investments consisted of nonmarketable investments in private
companies and venture capital partnerships, which are carried at the lower of
cost or net realizable value.
Net Income (Loss) per Common Share
Net income (loss) per common share of the Company's Common Stock
("Common Stock") is computed using the weighted average number of common shares
outstanding for each period. Outstanding stock options and warrants in the three
month periods ended September 30, 1994 and 1995 are considered common stock
equivalents but are excluded from earnings per common share computations because
they are antidilutive.
(3) Inventories
<TABLE>
<CAPTION>
Inventories as of September 30, 1995 consisted of the following:
<S> <C>
Stamps $1,975,729
Sports Cards and Sports Memorabilia 473,065
Antiquities 1,492,395
--------------
$3,941,189
==============
</TABLE>
(4) Related-party Transactions
The Company accepts rare stamps and other collectibles for sale at
auction on a consignment basis from Collectibles Realty Management, Inc.,
("CRM") which owned approximately 31.5%, as of September 30, 1995, of the
Company's Common Stock. Such stamps and collectibles have been auctioned by the
Company or sold at private treaty under substantially the same terms as for
third party customers and the Company charges CRM a seller's commission. In the
case of auction, the hammer price of the sale, less the seller's commission, is
paid to CRM upon successful auction, and in the case of private treaty, the net
price after selling commissions is paid to CRM. For the three months ended
September 30, 1995, such auction and private treaty sales (net of commission)
were not material.
<PAGE>
(5) Debt
The Company is a party to a secured revolving credit and term loan
facility with Brown Brothers Harriman & Co. ("BBH&Co."). At September 30, 1995,
borrowing under the revolving credit facility and term loan totaled $4,706,000
and $368,750 respectively. Absent a material adverse change or event of default
as determined by BBH&Co., BBH&Co. has agreed to provide the Company with a
120-day notification period prior to issuing a demand for repayment, so long as
the Company is in compliance with certain financial and operating guidelines.
For the three months ended September 30, 1995, the Company was not in compliance
with the guideline relating to the formula of earnings before interest,
depreciation and taxes to interest expense. As a result, BBH&Co. had the right
under the credit agreement to demand immediate payment of all amounts
outstanding without the otherwise applicable 120-day notice period. The Company
believes that at March 31, 1996, it was in compliance with such guidelines.
(6) Sale of Galleries' Americana Division
On August 23, 1995, the Company and Galleries entered into various
agreements with Charles G. Moore Americana, Ltd. ("Moore Americana"), pursuant
to which Galleries sold to Moore Americana all of the assets of the Galleries'
Americana Division. (Mr. Charles Moore was formerly the director of that
division.) The purchase price for the Americana Division consisted of (i)
$210,000, payable over approximately two years, commencing September 30, 1995,
and (ii) the sale of inventory, at an amount equal to the "original cost value"
of such inventory (or approximately $480,500), payable over approximately one
year, commencing March 1, 1996. The inventory sale resulted in no gain or loss.
The $210,000 purchase price was accounted for as a direct reduction of goodwill.
<PAGE>
(7) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1994 1995
---- ----
<S> <C> <C>
Interest paid $ 75,965 $ 131,127
Noncash investing and financing activities:
Fixed assets under
capital leases 78,839
Receivables from
sale of division 210,000
</TABLE>
(8) Marketable Investments
In September 1995, the Company acquired, for an aggregate purchase
price of $250,000, 13.1% or 4,500,000 shares of the outstanding common shares of
Prime International Products, Inc.("PICK"), the parent company of Public
Info/Comm Kiosk, Inc. , which is primarily engaged in the business of issuing
prepaid telephone cards. (At August 28, 1996, the Company owned 4,112,289 or
9.4% of the outstanding common stock of PICK.) The securities purchased by the
Company , which were acquired directly from PICK, are not registered and
accordingly are subject to significant restrictions on transferability. Greg
Manning, the Company's President, Chief Executive Officer and Chairman of the
Board, is a director of PICK.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
GENERAL
The Company's revenues are represented by the sum of (a) the proceeds
from the sale of the Company's inventory, and (b) the portion of sale proceeds
from auction or private treaty that the Company is entitled to retain after
remitting the sellers' share, consisting primarily of commissions paid by
sellers and buyers. Generally, the Company earns a commission from the seller of
10% to 15% (although the commission may be slightly lower on high value
properties). During the three month period ended September 30, 1995, the Company
earned a commission of 15% from the buyers in all markets except for sports
cards which is a 10% premium.
The Company's operating expenses consist of the cost of sales of the
Company's inventory and such expenses directly incurred by the Company relating
to general and administrative expenses and marketing expenses for the three
months ended September 30, 1994 and 1995. General and administrative expenses
are incurred to pay employees and to provide support and services to those
employees, including the physical facilities and data processing. Marketing
expenses are incurred to promote the services of the Company to sellers and
buyers of collectibles through advertising and public relations, producing and
distributing its auction catalogs and conducting auctions.
<PAGE>
THREE MONTHS ENDED SEPTEMBER 30,1995
COMPARED WITH THE THREE MONTHS ENDED SEPTEMBER 30,1994
The Company recorded a decrease in revenues of $492,914 (22%), from
$2,286,394 for the three months ended September 30, 1994 to $1,793,480 for the
three months ended September 30, 1995. This decrease was primarily attributable
the decrease in revenues from the sale of the Company's inventories of $438,874
( 19%) for the three month period ended September 30,1995 compared to the prior
year. This decrease in revenues from the sales of the Company's inventory was in
addition to a decrease in commission revenues of $54,040 (2%).
OPERATING EXPENSES. The Company's operating expenses totaled
$1,237,654, exclusive of cost of merchandise sold, for the three months ended
September 30, 1995, and represented a decrease of $52,553 (or 2.5%) from
$1,290,207 for the three months ended September 30, 1994. General and
administrative costs incurred by the Company for the three months ended
September 30, 1995 increased $58,218 over the three months ended September
30,1994. The increase in General and Administrative costs by the Company
reflects the increased size of operations as a result of the acquisitions of
both Greg Manning Galleries and Ivy and Mader as well as the costs associated
with integrating operations into the Company. With this transition substantially
completed during the quarter ended September 30, 1995, management feels that
permanent cost containment in personnel reduction, outside consulting,
professional fees and communications can be achieved going forward. The costs of
integrating operations which are not expected to recur aggregate approximately
$155,000. Marketing costs have declined due to management's effort in reducing
costs pertaining to auctions and generally better economies of scale. In
particular, the Company has designated one employee to coordinate all catalogues
for each of its businesses and is generally printing fewer catalogues for each
auction.
Interest expense increased from $75,965 in the three months ended
September 30, 1994 to $131,127 for the three months ended September 30, 1995,
primarily as a result of the borrowing by the Company under a new loan
agreement. The borrowing under such loan agreement were utilized to support the
expanded operations of the Company, including the increase in advances to
consignors, auctions receivable and the increase in inventory.
The gross margins on the sales of the Company's inventory decreased by
$217,680 (45%) in the three months ended September 30, 1995 compared to the
three months ended September 30, 1995. This decrease in gross margins was
largely attributable the sale of the Galleries's Americana Division. During the
three months ended September 30, 1995, Americana had a decrease in sales of
inventory of $262,714 resulting in a reduction of gross margin of $89,605 as
compared to the three months ended September 30, 1994.
NET INCOME: The Company recorded a loss before taxes of $321,354 for
the three months ended September 30, 1995 compared to a loss before taxes of
$153,886 for the three months ended September 30, 1995. The increase is
primarily due to costs incurred in the Americana division during the quarter
ended September 30, 1995 prior to the sale of the division, amounting to
approximately $147,000 and the gross margin of inventory sold during the three
months ended September 30, 1995 for other than Americana sales being 6.3% lower
than the year ended June 30, 1995, resulting in a reduction of gross margin of
$67,500.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company's working capital position was
$2,578,881 compared to $2,144,596 as of June 30, 1995. This increase of $434,285
was primarily due to a larger than usual investment in inventory purchases
during the three months ended September 30, 1995. These purchase do not reflect
a change in the emphasis of the Company's operations, but rather an unusual
opportunity of which the Company determined would be in its best interests to
take advantage.
The Company experienced a negative cash flow from investing activities
for the three months ended September 30, 1995 of $307,113, which was
attributable primarily to the purchase of 4,500,000 shares of common stock of
PICK in the amount of $250,000.
The Company received net proceeds of $711,654 as a result of the
exercise of warrants issued in connection with the November 1994 private
placement offering and the June 1995 Regulation S Offering.
The Company uses its working capital to fund short term advances to
consignors and to pay expenses associated with its auctions. As a result of
providing such consignor advances, the Company's cash flows may be adversely
impacted at any point in time, but are replenished upon settlement of the
auction.
The Company's need for liquidity and working capital is expected to
increase as a result of its proposed business expansion activities. In addition
to the need for such capital, and to enhance the Company's ability to offer cash
advances to a larger number of potential consignors of property (which
management believes is an important aspect of the marketing of an auction
business), the Company will likely require additional working capital in the
future in order to further expand its sports trading card and sports memorabilia
auction business as well as to acquire collectibles for sale in the Company's
business.
Management believes that the Company's cash flow from ongoing
operations supplemented by the Company's working capital credit facilities will
be adequate to fund the Company's working capital requirements for the next 12
months. However, to complete any of the Company's proposed expansion activities
or to make any significant acquisitions, the Company may consider exploring
financing alternatives including increasing its working capital credit
facilities or raising additional debt or equity capital.
The decision to expand, the desired rate of expansion, and the areas of
expansion will be determined by management and Board of Directors only after
careful consideration of all relevant factors, including the Company's financial
resources and working capital needs generally and its resources and needs
(financially and other) to continue its growth and position in its core business
area of stamp auctions.
On November 4, 1994, in a private placement to certain "accredited"
investors (the "Purchasers"), the Company sold 257,500 shares of its common
stock at $2.00 per share. For the purchase price, each Purchaser also received a
warrant to purchase, through November 4, 1995, one share of the Company's common
stock at an exercise price of $2.25 per share subject to certain adjustments. In
connection with the private placement, the Company also issued 45,063 warrants
to the placement agents of such private placement, with each warrant entitling
the holder to purchase, through November 4, 1999, a share of the Company's
<PAGE>
common stock at $2.80 per share subject to certain adjustments. Net proceeds to
the Company of the private placement, after expenses, amounted to approximately
$336,000. On March 22, 1995 the terms of the Purchaser Warrants were amended to
lower the exercise price from $2.25 to $1.75 per share and to extend the
exercise period by six months to May 3, 1996. As a result of the Regulation S
offering referred to below, holders of Purchaser warrants were entitled to an
adjustment in the exercise price of the Purchaser warrants from $1.75 to $1.5528
and to an adjustment in the number of shares for which the Purchaser Warrants
are exercisable from one share per Purchaser Warrant to 1.13 shares per
Purchaser Warrant. The Company registered such shares and the shares underlying
the Purchaser Warrants under the Securities Act of 1933, as amended. The
Regulation S offering also resulted in a reduction of the exercise price of, and
a concomitant increase in the number of shares of Common Stock issuable under
the warrants issued to the placement agents in the private placement.
On June 29, 1995, The Company consummated an offshore offering for the
sale of 500,000 units of its securities (The "Regulation S Offering"). For a
purchase price of $1.50 per unit, each purchaser received one share of the
Company's Common Stock and one warrant to purchase one share of common stock at
$1.50 for two years from the date of issuance. The warrant contains standard
anti-dilution provisions in case of recapitalization, consolidation or merger,
and stock dividends or splits. The Regulation S offering was made solely to
certain offshore investors in compliance with, and under the exemption to
registration provided by, Regulation under the Act. Net proceeds to the Company
after expenses amounted to approximately $721,000. If all the warrants are
exercised, the Company will receive an additional $750,000 in gross proceeds.
Proceeds of the sale will be used to fund the Company's working capital
requirements.
As a result of the Regulation S Offering, certain adjustments were made
to Callable Stock Purchase Warrants (the "Public Warrants") issued to the public
in connection with the Company's May, 1993 initial public offering and the Unit
Purchase Warrants issued to the underwriters in that offering. Holders of the
Public Warrants were entitled to an adjustment in the exercise price of these
Public Warrants from $3.475 to $2.7733 each and to an adjustment in the number
of shares for which the warrants are exercisable from one share per Public
Warrant to 1.24 shares each. Underwriters holding Unit Purchase Warrants were
entitled to an adjustment in the exercise price of these units from $10.31 to
$7.0893 each and to an adjustment in the number of units for which the warrants
are exercisable from one unit per Unit Purchase Warrant to 1.45431 units each.
Each Unit Purchase Warrant consists of two shares of the Company's common stock,
$.01 par value per share and two Callable Stock Purchase Warrants, each to
purchase one share of Common Stock.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GREG MANNING AUCTIONS, INC.
Date: August 29, 1996
Greg Manning
Chairman and Chief Executive Officer
Daniel Kaplan
Vice President and Chief Financial Officer
