SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
------------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period ________ to ________
Commission file number 1-11988
GREG MANNING AUCTIONS, INC.
---------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 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)
Registrant's telephone number, including area code: (973) 882-0004
--------------
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 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 _____
--------
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes No X
--------- ---------
As of November 7, 2003, Issuer had 26,231,637 shares of its Common Stock
outstanding.
1
GREG MANNING AUCTIONS, INC.
Table of Contents
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
June 30, 2003 and September 30, 2003 3
Condensed Consolidated Statements of Operations for the
three months ended September 30, 2002 and 2003 4
Condensed Consolidated Statements of Stockholders' Equity
for the three months ended September 30, 2003 5
Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2002 and 2003 6
Condensed Consolidated Statement of Comprehensive
Income (Loss) for the three months ended
September 30, 2002 and 2003 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 20
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 30
Item 4. Controls and Procedures 30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 32
Item 2. Changes in Securities 32
Item 3. Defaults Upon Senior Securities 32
Item 4. Submission of Matters to a Vote of Security Holders 32
Item 5. Other Information 33
Item 6. Exhibits and Reports on Form 8-K 33
Signatures 34
2
PART I. FINANCIAL INFORMATION
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Balance Sheets
(amounts in thousands except per share data)
June 30, September 30,
2003 2003
----------- ------------
Assets (Audited) (Unaudited)
------
Current Assets
Cash and Cash Equivalents $ 2,250 $ 8,789
Accounts Receivable, net
Auctions and Trade 7,948 13,450
Related Party 4,588 6,276
Advances to Consignors 781 1,125
Inventory 15,871 24,541
Prepaid Expenses 1,177 441
-------- --------
Total Current Assets 32,615 54,622
Property and Equipment, Net 744 1,910
Goodwill, Net 1,516 6,903
Other Purchased Intangibles, Net 943 998
Marketable Securities 49 71
Investment in Investees 500 500
Other Non-Current Assets
Loans Receivable - Related Party 600 600
Inventory 850 850
Other 90 248
-------- --------
Total Assets $ 37,907 $ 66,702
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Demand Notes Payable - Bank $ 2,500 $ 2,500
Notes Payable and Capital Leases 4,522 4,492
Payable to Third Party Consignors 2,468 4,346
Accounts Payable 9,741 11,123
Advances Payable 827 553
Accrued Expenses 2,612 3,228
Accrued Expenses - Related Party -- 454
-------- --------
Total Current Liabilities 22,670 26,696
Notes Payable and Capital Leases - Long Term 43 31
-------- --------
Total Liabilities 22,713 26,727
Stockholders' Equity
Preferred Stock, $.01 par value. Authorized
10,000 shares; none issued
Common Stock, $.01 par value
Authorized: 40,000 shares
Issued: June 30, 2003-13,417 shares 134 264
Issued: September 30, 2003-26,486 shares
Additional paid in capital 46,480 67,734
Accumulated other comprehensive income (loss): (236) 703
Accumulated Deficit (28,636) (26,178)
Treasury stock, at cost:
368 shares at June 30 and September 30,
2003, respectively (2,548) (2,548)
-------- --------
Total Stockholders' Equity 15,194 39,975
-------- --------
Total Liabilities and Stockholders' Equity $ 37,907 $ 66,702
======== ========
See accompanying notes to condensed consolidated financial statements
3
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Operations
For the Three Months Ended September 30,
(thousands except per share data)
(Unaudited)
2002 2003
-------- --------
Operating Revenues
Sales of inventory $ 24,375 $ 21,523
Sales of inventory - related party -- 10,678
Commissions earned 1,040 2,286
-------- --------
Total Revenues 25,415 34,487
Cost of merchandise sold 22,797 27,025
-------- --------
Gross profit 2,618 7,462
Operating Expenses
General and Administrative 1,215 2,011
Salaries and Wages 1,106 1,887
Depreciation and Amortization 125 144
Marketing 348 379
-------- --------
Total Operating Expenses 2,794 4,421
-------- --------
Operating Income (Loss) (176) 3,041
-------- --------
Other Income (expense)
Interest Income 49 15
Interest Expense (212) (209)
Other -- 17
-------- --------
Income (Loss) before income taxes (339) 2,864
Provision for income taxes -- 406
-------- --------
Net Income (Loss) $ (339) $ 2,458
======== ========
Basic Earnings (Loss) per Share
Weighted average shares outstanding 12,703 16,165
======== ========
Basic Earnings (Loss) per share $ (0.03) $ 0.15
======== ========
Diluted Earnings (Loss) per Share
Weighted average shares outstanding 12,703 17,473
======== ========
Diluted Earnings (Loss) per Share $ (0.03) $ 0.14
======== ========
See accompanying notes to condensed financial statements
4
Condensed Statement of Stockholders' Equity
July 1, 2003 to September 30, 2003
(amounts in thousands)
(Unaudited)
Common Stock Additional Other Total
------------------ Paid-In Comprehensive Accumulated Treasury Stockholder's
Shares $ Capital Income (Loss) Deficit Stock Equity
------ -------- -------- ------------- ----------- -------- ------------
Balance, June 30, 2003 13,417 $ 134 $ 46,480 $ (236) $(28,636) $ (2,548) $ 15,194
Shares issued for acquisition
of Auctentia 13,000 130 20,992 21,122
Options exercised 69 -- 132 132
Translation adjustment 936 936
Options issued for services - Afinsa 130 130
Unrealized loss from marketable securities 3 3
Net profit, September 30, 2003 2,458 2,458
-------- -------- -------- -------- -------- -------- ---------
Balance, September 30, 2003 26,486 $ 264 $ 67,734 $ 703 $(26,178) $ (2,548) $ 39,975
======== ======== ======== ======== ======== ======== =========
See accompanying notes to condensed financial statements
5
GREG MANNING AUCTIONS, INC.
Condensed Statements of Cash Flows
For the Three Months Ended September 30,
(amounts in thousands)
(Unaudited)
2002 2003
--------- -------
Cash flows from operating activities:
Net Income (Loss) $ (339) $ 2,458
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 100 144
Provision for bad debts 17 306
Options issued non employees -- 130
Deferred tax benefit -- (97)
(Increase) decrease in assets: --
Auctions receivable (1,368) (5,521)
Advances to consignors (179) (344)
Inventory (533) 1,382
Prepaid expenses and deposits (198) 1,114
Other assets (6) (1,161)
Increase (decrease) in liabilities:
Payable to third-party consignors (639) 1,877
Accounts payable 3,082 206
Accrued expenses and other liabilities (253) 240
Advances Payable (274)
------- -------
(316) 460
Cash flows from investing activities
Capital expenditures for property and equipment (25) (89)
Purchase of Other Intangibles -- (75)
Loans Receivable - Related Party (525) --
------- -------
(550) (164)
Cash flows from financing activities:
Net proceeds from (repayment of) demand notes payable 600 --
Repayment of loans and loans payable 59 (243)
Proceeds from exercise of options -- 16
Proceeds from issuance of stock -- 5,536
------- -------
659 5,309
Effect of exchange rates -- 935
Net change in cash and cash equivalents (207) 6,540
Cash and cash equivalents:
Beginning of period 2,169 2,250
------- -------
End of period $ 1,962 $ 8,790
======= =======
See accompanying notes to consolidated financial statements
6
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Three Months Ended September 30,
(amounts in thousands)
(Unaudited)
2002 2003
-------- --------
Net Income(Loss) $ (339) $ 2,458
Other Comprehensive Income (Loss)
Unrealized loss on securities, net of tax (16) 3
Currency translation adjustment -- (935)
------- -------
$ (355) $ 1,526
======= =======
See accompanying notes to condensed consolidated financial statements.
7
Notes to Condensed Consolidated Financial Statements
(amounts in thousands except per share amounts or as noted)
(1) Organization, Business and Basis of Presentation
Greg Manning Auctions, Inc. ("GMAI"), together with its wholly-owned North
American subsidiaries, Ivy and Mader Philatelic Auctions, Inc., Greg Manning
Galleries, Inc., Teletrade Inc., Spectrum Numismatics International, Inc., and
Kensington Associates LLC. (collectively,the "Company") is an eCommerce and
collectibles company as well as a public auctioneer of collectibles, including
rare stamps, stamp collections and stocks, sports trading cards and memorabilia,
fine art and coins. The Company conducts both in-person event auctions and
electronic auctions via the Internet and touch-tone telephone. The Company
accepts property for sale at auctions from sellers on a consignment basis, and
earns a commission on the sale. In Europe, the Company's subsidiaries, Auctentia
Subastas S.L., the Kohler Group of Berlin and Weisbaden, Germany and Corinphila
Auktionen AG of Zurich, Switzerland ("Corinphila") are leading philatelic
auction houses. GMAI-Auctentia Central de Compras, S.L. of Madrid, Spain, is
engaged in the acquisition of philatelics world-wide and providing inventories
to the Company's other subsidiary companies and their customers.
The accompanying condensed consolidated balance sheets as of June 30, 2003
and September 30, 2003 and related condensed consolidated statements of
operations, stockholders' equity, cash flows and comprehensive income for the
three months ended September 30, 2002 and 2003 have been prepared from the books
and records maintained by the Company, in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q. 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 in the
Company's Form 10-K for the year ended June 30, 2003 filed with the Securities
and Exchange Commission. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or for
any future period.
(2) Summary of Certain Significant Accounting Policies
Revenue Recognition
The Company accounts for revenue recognition in accordance with Staff
Accounting Bulletin No. 101, ("SAB 101"), which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements, and
Emerging Issues Task Force ("EITF") Issue No. 99-19 "Reporting Revenue Gross as
a Principal vs. Net as an Agent" which provides guidance on the recognition of
revenue gross as a principal versus net as an agent.
The Company derives revenues from two primary sources:
1. Auction Revenue:
Revenue is recognized when consigned collectibles are sold at auction and
is represented by an auction 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. Such amounts of revenue are recorded on a
net basis as commission revenue.
8
The Company also sells its own inventory at auction. Revenue of owned
inventory is recognized when sold at auction. Such amounts of revenue are
recorded on a gross basis as sales of merchandise. Additionally, the Company is
entitled to auction commissions paid by the buyer. Sales returns have not been
material.
2. Private Treaty Sales:
Private treaty sales represent sales of consigned property and sales of
owned inventory.
Private treaty sales of consigned property occur when an owner of property
arranges with the Company to sell such consigned 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. The
Company does not 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.
Such amounts of revenue are recorded on a net basis as commission revenue and
are recognized when sold.
Private treaty sales of owned inventory occur when the Company sells its
goods directly to a customer either wholesale or retail. Revenue with respect to
private treaty revenues is recognized when delivered or released to the customer
for acceptance or to a common carrier for delivery. Such amounts of revenue are
recorded on a gross basis as sales of merchandise. Sales returns have not been
material.
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. When however, 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 the lot in question. 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. The Company accounts for all investments
in investees under the cost method of accounting when such investment ownership
is less than 20%. The Company accounts for investments in investees under the
equity method of accounting when the Company owns more than 20% of the entity,
but less than majority owned and not otherwise controlled by the Company.
Accounts Receivable
Accounts receivable consists of auction or trade receivables and
consignor advances.
Auction or trade receivables represent sales made to customers for which
short-term credit extensions are granted, which generally are not extended
beyond 90 days.
Advances to consignors represent advance payments, or loans, to the
consignor prior to the auction sale, collateralized by the items received and
held by the Company for the auction sale and the proceeds
9
from such sale. Interest on such amounts is generally charged at an annual rate
of 12%. Such advances generally are not outstanding for more than six months
from the date of the note.
As of June 30, 2003 and September 30, 2003, the allowance for doubtful
accounts included in auction receivables was approximately $873 and $1,083,
respectively.
Investments
The Company accounts for marketable securities pursuant to the Statement
of Financial Accounting Standards 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 for temporary changes
in fair value of marketable securities are credited or charged to a separate
component of Stockholders' Equity.
Marketable securities available for sale as of June 30, 2003 and September
30, 2003 is as follows:
Market Unrealized
Cost Value Gain (Loss)
----- ----- -----------
June 30, 2003 Common Stock $ 285 $ 49 $(236)
===== ===== =====
September 30, 2003 Common Stock $ 304 $ 71 $ 3
===== ===== =====
Advances Payable
Advances payable are cash advances on inventory consigned to a third party
for sale by the third party at a later date at which time the advance will be
deducted from the proceeds. The balances were $827and $553 as of June 30, 2003
and September 30, 2003 respectively.
Earnings (loss) per common and common equivalent share
Basic earnings per share is computed by dividing income available to
common shareholders by the weighted-average number of common shares outstanding
during the period. Diluted earnings per share is computed by dividing income
available to common shareholders by the weighted-average number of common shares
outstanding during the period increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common
shares had been issued. The dilutive effect of the outstanding options would be
reflected in diluted earnings per share by application of the treasury stock
method.
Foreign Currency Translation and Transactions:
The functional currency of the Company's foreign operations is the
applicable local currency. The foreign subsidiaries' assets and liabilities are
translated into United States dollars using exchange rates in effect at the
balance sheet date and their operations are translated using the average
exchange rates prevailing during the year. The resulting translation adjustments
are recorded as a component of other comprehensive income (loss).
10
Realized foreign currency transaction gains and losses are included in
operations.
Comprehensive Income
Comprehensive income as defined includes all changes in equity (net
assets) during a period from non-owner sources. Accumulated other comprehensive
income, as presented on the accompanying consolidated balance sheet consist of
the net unrealized gains (losses) on securities and the impact of unrealized
foreign currency translation adjustments, net of tax.
New Accounting Pronouncements
In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities," which is effective for interim periods beginning after June
15, 2003. This Interpretation changes the method of determining whether certain
entities should be included in the Company's Consolidated Financial Statements.
An entity is subject to FIN 46 and is called a variable interest entity ("VIE")
if it has (1) equity that is insufficient to permit the entity to finance its
activities without additional subordinated financial support from other parties,
or (2) equity investors that cannot make significant decisions about the
entity's operations, or that do not absorb the expected losses or receive the
expected returns of the entity. All other entities are evaluated for
consolidation under SFAS No. 94, "Consolidation of All Majority-Owned
Subsidiaries." A VIE is consolidated by its primary beneficiary, which is the
party involved with the VIE that has a majority of the expected losses or a
majority of the expected residual returns or both. The Company is currently
evaluating the impact of FIN 46.
On April 30, 2003, the FASB issued SFAS 149, Amendment of SFAS 33 on
Derivative Instruments and Hedging Activities. Statement 149 is intended to
result in more consistent reporting of contracts as either freestanding
derivative instruments subject to SFAS 133 in its entirety, or as hybrid
instruments with debt host contracts and embedded derivative features. In
addition, SFAS 149 clarifies the definition of a derivative by providing
guidance on the meaning of initial net investments related to derivatives. SFAS
149 is effective for contracts entered into or modified after June 30, 2003. We
do not believe the adoption of SFAS 149 will have a material effect on our
consolidated financial position, results of operations or cash flows.
(3) Acquisitions
On September 8, 2003, the Company consummated three separate transactions
with Auctentia, S.L. ("Auctentia"), a wholly owned subsidiary of Afinsa Bienes
Tangibles, S.A. ("Afinsa"), pursuant to agreements executed on January 23, 2003.
In connection with these transactions, the Company issued an aggregate of 13
million shares of its common stock to Auctentia. The three transactions are
described below.
Share Purchase Agreement
The Company issued to Auctentia 3,729,226 shares of its common stock in
exchange for all of Auctentia's equity interests in seven of its European-based
operating subsidiaries. These entities are engaged in the business of providing
intermediation for high-level collectors, with auctions and sales in primarily
philatelic assets. The acquisition was accounted for under the purchase method
of accounting, and accordingly the consolidated financial statements
include the operations of these subsidiaries from the date of acquisition,
September 8, 2003.
11
The aggregate purchase price was approximately $6,004 (3,729,226 at $1.61
per common share) plus acquisition costs of approximately $1,100. The price per
share of $1.61 was based on the average market price per share from January 21,
2003 through January 27, 2003, two days before and after January 23, 2003, the
date the transaction agreements were entered into. The purchase price allocation
of assets purchased and liabilities assumed of approximately $1,717 were based
upon management's estimate of the fair value at the date of acquisition. In
accordance with SFAS 141, Business Combinations, the excess of the purchase
price over the net assets acquired was assigned to goodwill.
The following unaudited pro forma consolidated results of operations for
the period assumes the acquisition of the subsidiaries had occurred as of July
1, 2002, giving effect to purchase accounting adjustments. The proforma data is
for informational purposes only and may not necessarily reflect the results of
operations had those companies been operated as part of the Company since July
1, 2002.
Unaudited
Three Months Ended September 30,
2003 2002
------------- ---------------
Net revenues $ 35,376 $ 25,461
Net income 2,003 (378)
(loss)
EPS .08 (.02)
Inventory Purchase Agreement
The Company issued to Auctentia 6,444,318 shares of its common stock in
exchange for Auctentia's 100% equity interest in a newly formed subsidiary, GMAI
Auctentia Central de Compras, S.L. ("CdC"), whose sole assets consisted of an
inventory of certain philatelic and art assets. Prior to the consummation of
this transaction, CdC did not have any business operations. CdC is engaged in
the sale, marketing, brokering, distribution, promotion and production of owned
and third party collectibles, with an emphasis on specialized philatelic
material.
The value of the inventory was recorded based upon the closing trading
price of the Company's common stock on the NASDAQ National Market on January 23,
2003, which is the date on which the agreement was entered into, which was
$1.57; as such, the fair value of the inventory is approximately $10,118 (based
upon 6,444,318 shares at $1.57 per share).
Subscription Agreement
Pursuant to the subscription agreement, the Company issued to Auctentia
2,826,456 shares of its common stock for a purchase price equal to the Euro
equivalent of $5,000,000, based on the Euro/US dollar exchange rate as of the
close of business on the business day immediately preceding the closing date.
The proceeds received by the Company pursuant to the subscription agreement were
used to purchase inventory, fund auction advances and for other working capital
purposes of CdC.
Prior to the consummation of these transactions, Auctentia and its
affiliates owned approximately 43% of the Company's common stock. As a result of
the transactions, Auctentia and its affiliates own approximately 72% of the
Company's outstanding common stock.
12
The financial results of the above transactions are included in the
Company's consolidated financial statements from and after September 8, 2003.
In addition, Greg Manning Auctions, Inc. and CdC are parties to separate
agreements with Afinsa, each dated August 1, 2003, pursuant to which GMAI and
CdC have agreed to act as exclusive suppliers of collectibles for Afinsa, on a
worldwide basis. Under the agreements, GMAI is to act on behalf of Afinsa in the
United States and Hong Kong, and CdC is to act in all other geographic
locations. Afinsa is engaged, among other things, in commercial and trading
activities involving collectibles throughout Europe, and has business
relationships with a substantial number of long-term clients, the ultimate
purchasers of the goods to be provided by the Company. The purchasing agreements
have a five-year term, terminable by either party upon six months' notice after
the expiration of the first year of the agreement. In addition to paying the
purchase price for the goods sold to Afinsa under the contracts, Afinsa has
agreed to pay to the Company an amount equal to 10% of the aggregate purchase
price of all such goods sold.
(4) Inventories
Inventories as of June 30, 2003 consisted of the following:
Current Non-current Total
------- ----------- -----
Stamps $ 3,389 $ 230 $ 3,619
Sports Collectibles 461 370 831
Coins 11,891 -- 11,891
Art 34 250 284
Other 96 -- 96
------- ------- -------
15,871 $ 850 $16,721
======= ======= =======
Inventories as of September 30, 2003 consisted of the following:
Current Non-current Total
------- ----------- -----
Stamps $10,649 $ 230 $10,879
Sports Collectibles 357 370 727
Coins 11,961 -- 11,961
Art 1,575 250 1,825
Other 0 -- 0
------- ------- -------
$24,541 $ 850 $25,391
======= ======= =======
The above inventory amounts reflect net realizable (LCM) allowances of
approximately $1,885 and $1,112 at June 30, 2003 and September 30, 2003
respectively. The non-current inventory represents an estimate of total
inventory, which is not expected to be sold within one year.
Inventories are stated at the lower of cost or market. In instances where
bulk purchases are made, the cost allocation is based on the relative market
values of the respective goods. The Company has agreements with certain
suppliers to share the net profits or losses attributable to the sale of
specific items of inventory.
(5) Intangible Assets
Goodwill
13
The changes in the carrying value of goodwill for the year ended June 30, 2003
and the three months ended September 30, 2003 are as follows:
Balance - July 1, 2002 $ 1,516
Amortization of Goodwill -
Goodwill Impairment Loss -
--------
Balance - June 30, 2003 $ 1,516
========
Balance - July 1, 2003 $ 1,516
Purchased Goodwill - Auctentia 5,387
Amortization of Goodwill -
Goodwill Impairment Loss -
--------
Balance - June 30, 2003 $ 6,903
========
Intangible Assets
Other Purchased Intangibles
At June 30, 2003 and September 30, 2003, acquired intangible assets were
comprised of the following (in thousands):
June 30,
2003 Estimated Gross
Useful Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- -------------------------------------------------------------------------------
Trademarks 16 $ 3,000 $(2,077) $ 923
Customer Lists 5 1,105 (1,085) 20
------- ------- -------
$ 4,105 $(3,162) $ 943
======= ======= =======
September 30,
2003 Estimated Gross
Useful Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- -------------------------------------------------------------------------------
Trademarks 16 $ 3,000 $(2,092) $ 908
Customer Lists 5 1,180 (1,090) 90
------- ------- -------
$ 4,180 $(3,182) $ 998
======= ======= =======
All of the Company's intangible assets are subject to amortization. Amortization
expense for acquired intangible assets was $20 and $15, for the periods ended
September 30, 2003 and 2002, respectively.
Estimated amortization expense on an annual basis for the succeeding five years
is as follows (in thousands):
14
Twelve Month Period Ended
September 30, Amount
- -----------------------------------------------
2004 $ 101
2005 87
2006 87
2007 68
2008 62
Thereafter 593
-----
Total $ 998
=====
(6) Related-party Transactions
Afinsa and Auctentia
--------------------
Afinsa and its affiliates beneficially owned approximately 72% of the
Company's outstanding common stock at September 30, 2003.
At June 30, 2003 and September 30, 2003, Afinsa had outstanding accounts
receivable balances of approximately $4,588 and $6,276, respectively, and such
amounts are included in the accompanying Consolidated Balance Sheet as Accounts
Receivable-related party. During the quarter ended September 30, 2003, sales to
Afinsa were approximately $10,678 and are included in the accompanying
Consolidated Statement of Operations as Sales of Inventory - Related Party. The
Company purchased stamp inventory from Afinsa in the quarter ended September 30,
2003, which approximated $39.
On April 17, 2003, the Company entered into a revolving credit agreement
with Banco Santander Central Hispano, S.A. The agreement has been guaranteed by
Afinsa and requires that Auctentia maintain ownership of at least 43% of all of
authorized, issued and outstanding shares of voting stock of the Company, (See
Note 7).
Other
-----
On June 17, 2002, the Company entered into an amendment to the employment
agreement with Mr. Roberts, a director of the Company. In connection with the
amendment, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600,000. The loan is required to be repaid on an actual basis
in three equal installments commencing February 18, 2006; provided that if Mr.
Roberts is employed by the Company on the date that an installment is due, that
installment payment will be forgiven, and that if his employment is terminated
for death, disability, without cause or by Mr. Roberts with good reason (as
defined), then the entire loan will be forgiven at the date of termination. If
Mr. Robert's employment terminates for cause or by Mr. Roberts without good
reason, then the outstanding amount of the loan will accelerate and be due and
payable within 30 days of termination. An aggregate of $600,000 has been
disbursed under the loan agreement to date. In addition, in March 2002, the
Company made a loan to Mr. Roberts in the amount of $50,000, bearing interest at
the rate of 7% per annum. The board of directors subsequently determined to
forgive the repayment of this loan (and all accrued interest) and to allow Mr.
Roberts to retain the proceeds as additional compensation. The Company also paid
Mr. Roberts a loan guarantee fee of $9,000.
15
For the three months ended September 30, 2003 and 2002 sales of
approximately $0 (less than 1% of revenues), and $0 (less than1% of revenues)
were made to former stockholders of Spectrum and/or entities in which they had
an ownership interest, who are current stockholders of the Company. Purchases
made to these entities approximated $141 and $2,782 for the three months ended
September 30, 2003 and 2002, respectively. Additionally consulting fees in the
amount of $13 and $233 were paid to this party in the three months ended
September 30, 2003 and 2002, respectively.
Scott Rosenblum, a director of the Company, is a partner of the law firm
Kramer, Levin, Naftalis & Frankel, LLP, which provides legal services to the
Company. Anthony L. Bongiovanni, Jr., also a director of the Company, is
president of Micro Strategies, Incorporated, which provides technological
services to the Company.
(7) Debt
The Company on April 17, 2003 entered into a revolving credit agreement
with Banco Santander Central Hispano, S.A. with a credit facility of up to
$2,500. Borrowings under this facility bear interest at a rate of prime plus
..25%. The agreement has been guaranteed by Afinsa and requires that Auctentia
maintain at least 43% of all of authorized issued and outstanding shares of
voting stock of the Company. Borrowings under this facility were $2,500 at
September 30, 2003. The agreement expires on April 12, 2004.
Additionally the Company obtained a secured loan from a privately held
capital coin fund which is due December 31, 2003. This loan is collateralized by
certain inventories and bears interest at a rate of 10% per annum. Borrowing
under this line of credit totaled $4,300 at June 30, 2003 and $4,000 at
September 30, 2003. It is expected that this loan will be renewed.
Corinphila has a short-term line of credit of approximately $729 with a
local bank. Borrowings under this line of credit bear interest at a rate of 5%
and totaled $376 as of September 30, 2003.
The remaining notes payable consist of capital leases for the purchase of
equipment and they carry interest rates ranging from 13% to 21%. Total
borrowings under the leases totaled $183 and $147 at June 30, 2003 and September
30, 2003, respectively.
(8) Major Customers
The Company had two "major" customers, the first of which accounted
for approximately 4% and 18% of total revenue during the three months ended
September 30, 2003 and 2002, respectively, and 4% and 3% of accounts receivable
at September 30, 2003 and 2002, respectively. Such customer is a party to
certain supply and sales agreements with the Company.
The Company's other major customer was Afinsa (a related party),
which accounted for approximately 31% of total revenue during the three months
ended September 30, 2003 and 41% of accounts receivable at September 30, 2003,
(See Note 4).
Major customers are considered to be those that accounted for more
than 10% of sales in any period covered by this report.
(9) Stock-Based Compensation
The Company accounts for stock option plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in
16
net income (loss), as all options granted under those plans had an exercise
price equal to the market value of the underlying common stock on the date of
grant. In accordance with SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," the effect on net income (loss) and
net income (loss) per share if the Company had applied the fair value
recognition provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation," to stock-based employee compensation is as follows:
Three Months Ended
September 30,
-----------------
2002 2003
-----------------
Net income (loss) - as reported $ (339) $ 2,458
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects 333 198
------- -------
Pro forma net income (loss) $ (672) $ 2,260
Net income (loss) per share:
Basic and diluted earnings (loss) per share - as reported $ (0.03) $ 0.15
Basic and diluted earnings (loss) per share - proforma $ (0.05) $ 0.13
======= =======
(10) Geographic Information
Geographic net sales based on customer location were as follows:
2003 2002
-------- --------
United States $ 30,468 $ 25,415
Asia Pacific 352
Europe 3,667
-------- --------
$ 34,487 $ 25,415
======== ========
Net property, plant and equipment by geographic area was as follows:
2003 2002
------ ------
United States $ 794 $ 744
Europe 1,116
-------- --------
$ 1,910 $ 744
======== ========
(11) Earnings (loss) per share
The following table sets forth the computations of basic earnings (loss)
per share and diluted earnings (loss) per share:
17
Three Months Ended
September 30,
--------------------
2002 2003
--------------------
BASIC EARNINGS (LOSS) PER SHARE:
Numerator:
Earnings (loss) available to common stockholders $ (339) $ 2,458
Denominator:
Weighted average common shares outstanding 12,703 16,165
Net earnings (loss) per share: - Basic (0.03) 0.15
========= ========
DILUTED EARNINGS (LOSS) PER SHARE:
Numerator:
Earnings (loss) available to common stockholders $ (339) $ 2,458
Denominator:
Weighted average common shares outstanding 12,703 16,165
Effect of dilutive securities - stock options -- 1,308
--------- --------
Weighted average common shares - assuming dilution 12,703 17,473
Net earnings (loss) per share: - Diluted (0.03) 0.14
========= ========
18
(13) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
Three Months Ended
September 30,
(in thousands)
2002 2003
------- --------
Interest paid $ 212 $ 209
Income taxes paid 150
Summary of significant non-cash transactions:
Common stock issued for inventory 10,118
Common stock issued for Auctentia 6,004
19
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements regarding the
Company's expectations, beliefs, intentions or future strategies that are
signified by the words "expects," "anticipates," "intends," "believes," or
similar language. All forward-looking statements included in this document are
based on information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking statements.
Actual results could differ materially from those projected in the
forward-looking statements. In evaluating the Company's business, prospective
investors should carefully consider the information set forth below, and in the
Company's Form 10-K, and other filings with the Securities and Exchange
Commission in addition to the other information set forth herein. The Company
cautions investors that its business and financial performance are subject to
substantial risks and uncertainty.
Results of Operations (Amounts in thousands except as noted or per share
information)
General
The Company operates in one segment consisting of various collectibles,
which are summarized in the accompanying table:
For the Three Months Ended
---------------------------------------
September 30, Percentages
----------------- -----------------
2002 2003 2002 2003
------- ------ ------ ------
Aggregate Sales 29,209 41,296 100% 100%
====== ====== ====== ======
By Source:
A. Auction 4,834 9,005 17% 22%
B. Sales of Inventory 24,375 32,291 83% 78%
------ ------ ------ ------
29,209 41,296 100% 100%
====== ====== ====== ======
By Market:
Philatelics 2,924 16,582 10% 40%
Numismatics 25,284 23,906 87% 58%
Sports Collectibles 899 307 3% 1%
Art 16 1 0% 0%
Other Collectibles 86 500 0% 1%
------ ------ ------ ------
29,209 41,296 100% 100%
====== ====== ====== ======
The Company's aggregate sales are generated by the sale of property at
auction, by private treaty and by sale of the Company's inventory. Aggregate
sales consist of the total proceeds realized from the sale of property and
include the Company's commissions when applicable. Property sold by the Company
is either consigned by the owner of the property, or is owned by the Company
directly.
Total revenues included in the Consolidated Statements of Operations are
comprised of sales of inventory owned by the Company and commissions earned on
the respective sales of consigned inventory. 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 5% to 15% (although the commission
may be slightly lower on high value properties) and a commission of 10% to 15%
from the buyers.
20
Only revenues and not aggregate sales are included in the accompanying
Consolidated Statements of Operations since aggregate sales are not recognized
in accordance with accounting principles generally accepted in the United States
of America.
The Company's operating expenses consist of the cost of sales of the
Company's inventory and general and administrative expenses and marketing
expenses for the three months ended September 30, 2003 and 2003. 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.
Material Changes in Financial Condition
On September 8, 2003, following the end of its last fiscal year, the
Company consummated three separate transactions with Auctentia, S.L.
("Auctentia"), a wholly owned subsidiary of Afinsa Bienes Tangibles, S.A.
("Afinsa"). Prior to the consummation of these transactions, Auctentia and its
affiliates owned approximately 43% of GMAI's common stock. As a result of the
transactions, Auctentia and its affiliates own approximately 72% of GMAI's
outstanding common stock.
In the first transaction, the Company acquired all of Auctentia's equity
interests in the following European-based operating subsidiaries (the "European
subsidiaries") in exchange for the issuance of 3,729,226 shares of GMAI common
stock: Corinphila Auktionen AG.; Heinrich Kohler Berliner Briefmarken-Auktionen
GmbH; Heinrich Kohler Auktionshaus GmbH & Co. KG; Heinrich Kohler
Briefmarkenhandel GmbH & Co. KG; Heinrich Kohler Verwaltungs GmbH; Auctentia
Deutschland GmbH; and Auctentia Subastas S.L. These companies, located in
Switzerland, Germany and Spain, are variously engaged in the businesses of
providing intermediation for high level collectors through auctions (both live
and via the internet), sales, trading and investing in primarily philatelic and
numismatic assets.
In the second transaction, in exchange for the issuance to Auctentia of
6,444,318 shares of stock, the Company acquired from Auctentia all of its right,
title and interest to all of the outstanding membership interests of GMAI
Auctentia Central de Compras, S.L. ("CdC"), a Spanish limited liability company
whose principal assets consist of an inventory of certain stamps, art and other
collectibles assets contributed by Afinsa. CdC was formed in December 2002
solely as a holding company to hold the assets sold to GMAI. CdC has
historically had no operations and commenced operations as of the closing of the
transaction. CdC is engaged in the sale, marketing, brokering, distribution,
promotion and production of owned and third party collectibles, with an emphasis
on specialized philatelic material.
In the last transaction, GMAI issued to Auctentia 2,826,456 shares of its
common stock, for a purchase price of the Euro equivalent of US $5.0 million.
In addition, GMAI and its now wholly owned subsidiary, CdC, are parties to
separate agreements with Afinsa, each dated August 1, 2003, pursuant to which
GMAI and CdC have agreed to act as exclusive suppliers of collectibles for
Afinsa, on a worldwide basis. Under the agreements, GMAI is to act on behalf of
Afinsa in the United States and Hong Kong, and CdC is to act in all other
geographic locations. Afinsa is engaged, among other things, in commercial and
trading activities involving collectibles throughout Europe, and has business
relationships with a substantial number of long-term clients, the ultimate
purchasers of the goods to be provided by the Company. The purchasing agreements
have a five-year term, terminable by either party upon six months' notice after
the expiration of the first
21
year of the agreement. In addition to paying the purchase price for the goods
sold to Afinsa under the contracts, Afinsa has agreed to pay to the Company an
amount equal to 10% of the aggregate purchase price of all such goods sold.
These transactions and agreements are expected to have a significant
effect on the Company's future business, financial condition and results of
operations.
Three months ended September 30, 2003
Compared with the three months ended September 30, 2002
The Company recorded an increase in net revenues of approximately $9,072
(36%) from approximately $25,415 for the three months ended September 30, 2002
to approximately $34,487 for the three months ended September 30, 2003. Revenue
attributable to the operations of the seven European subsidiaries accounted for
$1,043 in revenue while sales to Afinsa (a related party) contributed $10,678 to
the increased revenue. The Company acquired the European subsidiaries in the
quarter ended September 30, 2003, and entered into the exclusive purchasing
agreements with Afinsa, pursuant to which the sales to Afinsa were made, in
August 2003; accordingly, there are no corresponding figures for the equivalent
period of the prior year.
The variation in any year in the composition of total revenues (as
between revenues resulting from inventory sales and commissions resulting from
consignment sales) is largely a function of availability, market demand and
conditions rather than any deliberate attempt by the Company to emphasize one
area over the other. Sellers/consignors of property to the Company generally
make their own determinations as to whether the property should be sold to the
Company for the specified price offered by the Company or offered for sale at
auction at a price that cannot be predicted in advance. Such determination is
based on the potential risks and rewards involved, and includes an evaluation of
the marketability of the property and the potential pool of buyers. The Company
engages in a similar analysis in determining whether to acquire inventory for
its own account and the price it is willing to pay for such inventory.
Gross profit increased approximately $4,844 (185%) from approximately
$2,618 for the three months ended September 30, 2002 to approximately $7,462 for
the three months ended September 30, 2003. The increased gross profit was the
result of an increase in revenue of $9,072 combined with a gross profit increase
from 11% for the three months ended September 30, 2002 to 28% for the three
months ended September 30, 2003. A significant amount of the increased gross
profit was derived from direct sales to Afinsa (a related party) in the quarter
ended September 30, 2003.
The largest contributing factor to the increase in gross profit percentage
was $10,678 in direct sales to Afinsa (a related party) in the quarter ended
September 30, 2003. Exclusive of sales to Afinsa, the gross profit increased
from 11% for the quarter ended September 30, 2002 to 21% for the quarter ended
September 30, 2003. The increase exclusive of sales to Afinsa was the result of
higher gross profit margins on auction sales of owned stamp inventory, which is
reflective of the improvement in quality and pricing of stamp purchases by the
Company.
The gross profit percentage can vary depending on the market demand and
market conditions relative to each type of product being sold and the proportion
of the revenue mix between sales of merchandise and commissions earned, whereby
sales of merchandise as compared to commissions earned yield a gross profit of
less than 100%.
The Company's operating expenses increased approximately $1,628 (58%)
during the three months ended September 30, 2003 as compared to the same period
in the prior year. United States
22
operations operating expenses were up $949 (25%) with the balance of the
increase, $679, coming from the recently acquired foreign operations.
The United States operations had minor decreases in marketing expenses,
$13 (4%), and depreciation and amortization, $12 (11%). Salaries and wages
increased approximately $595 (35%) and general and administrative expenses
increased approximately $379 (24%). There was an increase in salaries due to the
accruing of executive bonuses in the amount of $262 for the three months ended
September 30, 2003, an increase of $233 from the $30 accrued for in the three
months ended September 30, 2002 as well as an increase in general salaries of
$324 as the Company added personnel to support increased revenues. General and
administrative expenses increased $379 (24%) to $1,594 for the three months
ended September 30, 2003 as compared to $1,215 for the three months ended
September 30, 2002. Consulting expenses of $130 for the issuance of stock
options to non-employees, an increase in shareholder's expenses of $50 and
increased insurance costs of $20 were the major factors in the higher general
and administrative costs.
The increase in operating expenses Company wide although offset by the
large revenue increase, had the effect of increasing operating costs as a
percentage of operating revenue from 11% during the three months ended September
30, 2002 to 13% for the same period ended September 30, 2003. As compared to
aggregate sales, these costs increased slightly from 10% in September 2002 to
11% in 2003.
Interest expense (net of interest income) for the three months ended
September 30, 2003 increased approximately $31 from approximately $163 to
approximately $195. Interest expense decreased $3 for the three months ended
September 30, 2003 as compared to the three months ended September 30, 2002.
Interest income decreased $34 from $49 for the three months ended September 30,
2002 to $15 for the three months ended September 30, 2003. In United States
operations lower auction advances of $411 for the three months ended September
30, 2003 as compared to the three months ended September 30, 2002 were the
largest factor in the decreased interest income.
The Company's effective tax rates for the three month periods ended
September 30, 2002 and 2003 were approximately 0% and 14%, respectively. The
rate is based on statutory rates reduced by available net operating loss
carryforwards. This rate may change during the remainder of 2003 if operating
results or acquisition related costs differ significantly from current
projections.
The Company's increase in operating profit of approximately $4,844 was
offset by an increase in operating expenses of $1,628 and income tax expense of
$406 resulted in a net gain of approximately $2,797 for the current three month
period as compared to the three months ended March 31, 2002, from a loss of
approximately $339 to a profit of approximately $2,458 for the three months
ended September 30, 2002 and 2003, respectively.
Liquidity and Capital Resources
At September 30, 2003, the Company's working capital position was
approximately $27,926, compared to approximately $9,945 as of June 30, 2003. The
net increase of approximately $17,981 was primarily due to the three
transactions with Auctentia that were consummated during the quarter, which
contributed $16,057 of working capital, with the balance of the increase of
$1,234 coming from existing United States operations. The acquisition was an
exchange of $21,122 in equity for but not limited to $5,536 in cash, $10,053 in
inventory and goodwill of $4,287. The major increases to working capital for the
United States operations were gains due to an increase in accounts receivable of
both auctions and trade and related-party of $2,791, a decrease in accounts
payable of $1,841 and a decrease of payables to third party consignors of $741.
The major uses of working capital were a decrease of cash of $1,547, a
23
decrease of inventory of $1,703 and a decrease in prepaid expenses of $801 which
was due to the capitalization to goodwill of $1,100 in costs related the
acquisition of the seven European subsidiaries (which had been in prepaid
expenses).
The Company experienced a decrease in cash flow from investing activities
for the three months ended September 30, 2003 of approximately $164. This was
primarily attributable to the acquisition of property and equipment and other in
the amount of $89 and purchased intangibles of $75.
The Company experienced an increase in cash flow from financing activities
for the three months ended September 30, 2003 of approximately $5,309. This
increase was attributable to the cash received in the Auctentia acquisition of
$5,536 as well as $16 for proceeds from exercise of options and an increase of
$130 in common stock related to the acquisition with a reduction of $243 of
loans and loans payable for the three months ended September 30, 2003. The
Company had experienced an increase in cash flow from financing activities of
$659 for the three months ended September 30, 2002 which was entirely
attributable to an increase in borrowing.
Three months ended September 30, 2002
Compared with the three months ended September 30, 2001
The Company recorded an increase in net revenues of approximately $6,735
(36%) from approximately $18,680 for the three months ended September 30, 2001
to approximately $25,415 for the three months ended September 30, 2002.
Sales of owned inventory increased during the current period by
approximately $6,484 (36%) and also showed an increase in commissions earned of
approximately $251 (32%), reflecting a increase in sales of consigned material.
The majority of the increase in sales of owned inventory was the result of
increased coin sales of $9,284 which included approximately $4,600 of sales to
its major customer with the remaining increase reflecting a general increase in
the market for collectible coins. This increase was offset by a decrease of
sales of $2,507 reflecting the sale of the comic book and movie poster division
in the quarter ended September 30, 2001.
Gross profit increased approximately $439 (20%) from approximately $2,179
for the three months ended September 30, 2001 to approximately $2,618 for the
three months ended September 30, 2002. Gross profit margins decreased from 12%
to 10% for the three months ended September 30, 2001 and 2002, respectively.
The Company's operating expenses decreased approximately $207 (7%) during
the three months ended September 30, 2002 as compared to the same period in the
prior year. Marketing expenses decreased approximately $5 (2%), depreciation and
amortization decreased approximately $237 (65%), salaries and wages decreased
approximately $39 (3%) and general and administrative expenses increased
approximately $74 (6%). These decreases reflect the execution of the Company's
strategic plan to complete changes to the infrastructure of the Company to react
to current market conditions experienced by the Company.
These decreased costs, in combination with revenue increases, had the
effect of decreasing operating costs as a percentage of operating revenue from
16% during the three months ended September 30, 2001 to 11% for the same period
ended September 30, 2002. As compared to aggregate sales, these costs decreased
from 13.1% in September 2001 to 9.6% in 2002.
24
Interest expense (net of interest income) for the three months ended
September 30, 2002 increased approximately $60 from approximately $103 to
approximately $163.
The Company's effective tax rates for the three month periods ended
September 30, 2001 and 2002 were approximately 0%, for both periods. The rate is
based on a full valuation allowance provided for all deferred tax attributes.
The Company's decrease in operating losses of approximately $646, coupled
with a increase in interest expense net of interest income of approximately $60,
resulted in a decrease in net losses before income taxes of approximately $586
for the current three month period, from approximately $925 to approximately
$339 for the three months ended September 30, 2001 and 2002, respectively.
Liquidity and Capital Resources
At September 30, 2002, the Company's working capital position was
approximately $5,726, compared to approximately $6,541 as of June 30, 2002.This
net decrease of approximately $850 was primarily due to increases in auction
receivable of approximately $1,316, inventory of approximately $533 and advances
to consignors of approximately $179. These were offset by increases in demand
notes payable of approximately $ 740 as additional funds were borrowed and by
increases in amounts payable of $1,392 which was reflective of the increase in
sales of coins.
The Company experienced a decrease in cash flow from investing activities
for the three months ended September 30, 2002 of approximately $550. This was
primarily attributable to a loan to a related party of $525 and the acquisition
of property and equipment and other purchased intangibles during the prior year.
The Company experienced an increase in cash flow from financing activities
for the three months ended September 30, 2002 of approximately $3,415. This was
primarily attributable to the increase in demand notes payable of approximately
$740 for the months ended September 30, 2002 as compared to a repayment of
demand notes payable of $4,150 and the proceeds from the sale of Common stock of
$1,400 for the three months ended September 30, 2001.
The Company's need for liquidity and working capital is expected to
increase as a result of any 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). In addition, 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 the Board of Directors only after
careful consideration of all relevant
25
factors. This will include the Company's financial resources and working capital
needs, and the necessity of continuing its growth and position in its core
business area of stamp auctions.
Risk Factors
From time to time, information provided by the Company, including but not
limited to statements in this report, or other statements made by or on behalf
of the Company, may contain "forward-looking" information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements involve a number of risks and
uncertainties. The Company's actual results could differ materially from those
discussed in the forward-looking statements. The cautionary statements set forth
below identify important factors that could cause actual results to differ
materially from those in any forward-looking statements made by or on behalf of
the Company:
o The Company's debt agreements expire at various times during the next
twelve months. The Company has previously been able to refinance or
renegotiate these agreements in the past. There can be no assurance
that the Company will be able to accomplish this in the future.
o At times there may be a limited supply of collectibles available for
sale by the Company. Such supply historically has varied from time to
time. While neither the Company nor its recently acquired European
subsidiaries have generally experienced a lack of collectibles that
has prevented them from conducting appropriately sized auctions on an
acceptable schedule, no assurance can be given that the Company will
be able to obtain consignments of suitable quantities of collectibles
in order to conduct auctions of the size, and at the times, the
Company may desire in the future. The inability to do so would have a
material adverse effect on the Company.
Furthermore, the popularity of collectibles could decline. This could
affect the market value of inventory that GMAI currently holds,
including the inventory acquired under the inventory purchase
agreement, or inventory it or its subsidiaries may acquire in the
future.
o The business of selling stamps, coins, and other collectibles at
auction and in retail sales is highly competitive. The Company
competes with a number of auction houses and collectibles companies
throughout the North America, Europe and the rest of the world. While
the Company believes that there is no dominant company in the stamp
auction or collectibles business in which it operates, there can be no
assurances that other companies with greater financial and other
resources and name recognition will not enter the market. Among the
primary competitors in the philatelic auction business in North
America and Europe are Matthew Bennett, Inc., Charles Shreve
Galleries, Inc., H.R. Harmer, Robert A. Siegel, Philatelists on Line,
eBay, Spink, Harmers of London, Thomas Hoiland Auktioner A/S,
Postiljonen AB, David Feldman, S.A. H.B.A., Edgar Mohrmann & Co.,
Bolaffi, Rapp Auktionshaus. With respect to sports trading card and
sports memorabilia auction business, the primary competitors are
Lelands, Mastro Auctions, Sotheby's, Collector's Universe and eBay.
With respect to coin operations, the main competitors are Heritage,
Stacks, Collector's Universe, Bowers and Merena, and Superior.
26
With respect to internet operations, the market for internet products
and services is highly competitive and there are no substantial
barriers to entry. The Company expects that competition will continue
to intensify. Many of the Company's internet competitors have more
experience than the Company has maintaining internet operations and
have greater brand recognition.
o As a result of the issuance of 13,000,000 shares to Auctentia on
September 8, 2003 in connection with the consummation of the share
purchase agreement, the inventory purchase agreement and the
subscription agreement, Auctentia and its affiliates currently
beneficially own approximately 72% of the issued and outstanding
shares of the Company's common stock. This represents a substantial
dilution in the current voting power of non-Auctentia related
stockholders of the Company. As a result, Auctentia and its affiliates
will be able to elect the entire board of directors of GMAI. Auctentia
and its affiliates also may be able to approve other actions as a
stockholder without obtaining the votes of other stockholders of the
Company or impede transactions that may be desirable for other
stockholders. In addition, this concentration of ownership, which is
not subject to any voting restrictions, could limit the price that
investors might be willing to pay for the Company's common stock.
o The Company and Auctentia have signed a registration rights agreement
pursuant to which Auctentia may request that 18,562,719 shares of the
Company's common stock beneficially owned by it (including 126,833
warrants to purchase GMAI common stock) be registered by the Company
at the Company's expense. Auctentia has agreed that the 3,729,226
shares of the Company's stock it received pursuant to the share
purchase agreement will not be sold or otherwise transferred for a
period of 18 months following the closing. All other registrable
Company common stock owned by Auctentia (that is, approximately 57% of
the outstanding shares of GMAI common stock) will be freely tradable
immediately after any registration.
o The transactions contemplated by the share purchase agreement will
present challenges to management, including the integration of the
operations, product lines, technologies and personnel of the Company
and the European subsidiaries, and special risks, including possible
unanticipated liabilities, unanticipated costs and diversion of
management attention. The Company cannot be certain that it will
successfully integrate or profitably manage the European subsidiaries'
business. In addition, there can be no assurance that the combined
businesses will achieve increased sales levels, profitability,
efficiencies or synergies or that the transactions contemplated by the
share purchase agreement will result in increased earnings for the
combined companies in any future period. The difficulties of combining
the operations of GMAI and the European subsidiaries are complicated
by the necessity of coordinating geographically separated
organizations. The process of integrating operations could cause an
interruption of, or loss of momentum in, the activities of the
Company's businesses, including the businesses acquired in the
transactions. Additionally, the combined companies may experience
slower rates of growth as compared to historical rates of growth of
the Company and the European subsidiaries independently.
o The Company's future success depends to a significant extent on its
retaining services of senior management and other key personnel,
particularly GMAI's President and Chief Executive Officer, Greg
Manning, and the President of Spectrum Numismatics
27
International, Inc., Greg Roberts. GMAI's business would be adversely
affected if for any reason it failed to retain the services of Messrs.
Manning or Roberts and failed to engage suitable replacements.
o GMAI's operations may be adversely affected by governmental regulation
and taxation of the Internet, which is subject to change. A number of
legislative and regulatory proposals under consideration by federal,
state, local and foreign governmental organizations may result in
enactment of laws concerning various aspects of the Internet,
including online content, user privacy, access charges, liability for
third-party activities and jurisdictional issues. These laws could
harm the Company's business by increasing its cost of doing business
or discouraging use of the Internet.
o The Company's business will be adversely affected if use of the
Internet by consumers, particularly purchasers of collectibles, does
not continue to grow. A number of factors may inhibit consumers from
using the Internet. These include inadequate network infrastructure,
security concerns, inconsistent quality of service and a lack of
cost-effective high-speed service. Even if Internet use grows, the
Internet's infrastructure may not be able to support the demands
placed on it by this growth and its performance and reliability may
decline. In addition, many web sites have experienced service
interruptions as a result of outages and other delays occurring
throughout the Internet infrastructure. If these outages or delays
occur frequently in the future, use of the Internet, as well as use of
our web sites, could grow more slowly or decline.
o Some local telephone carriers claim that the increasing popularity of
the Internet has burdened the existing telecommunications
infrastructure and that many areas with high Internet use are
experiencing interruptions in telephone service. These carriers have
petitioned the U.S. Federal Communications Commission to impose access
fees on Internet service providers. If these access fees are imposed,
the cost of communicating on the Internet could increase, and this
could decrease the demand for our services and increase our cost of
doing business.
o The Company holds rights to various web domain names. Governmental
agencies typically regulate domain names. These regulations are
subject to change. GMAI may not be able to acquire or maintain
appropriate domain names in all countries in which it or its
affiliates do business. Furthermore, regulations governing domain
names may not protect the Company's trademarks and similar proprietary
rights. The Company may be unable to prevent third parties from
acquiring domain names that are similar to, infringe upon or diminish
the value of its trademarks and other proprietary rights.
o The Company cannot accurately forecast revenues of its business,
particularly with respect to stamp auction operations. Due to
difficulty anticipating levels or values of consignments at any given
time, the stamp auction business is susceptible to significant
fluctuations in operating results and revenue shortfalls, which could
adversely affect the Company's business. In addition, the Company's
operating results in the coin business are dependent upon product
availability over the short and long term, which cannot be predicted
with any certainty. Future fluctuations in operating results or
revenue shortfalls of the Company could adversely affect the success
of the Company. If revenue fails to offset operating expenses in the
future, the Company may be required to fund future operations through
the sale of additional common stock, which could cause the
28
market price of its stock to decline, as well as have a dilutive
effect on the value of its common stock currently outstanding.
In addition, the Company may be adversely affected by the loss of one
or more major customers or a decrease in the levels of sales to a
related party.
o The market price of the Company's common stock has fluctuated and may
continue to fluctuate significantly due to a number of factors, some
of which may be beyond the Company's control, including: sales of the
Company's common stock by stockholders; actual or anticipated
fluctuations in the Company's operating results; the operating and
stock price performance of other comparable companies; developments
and publicity regarding the Company's industry; and general economic
conditions.
In addition, the stock market in general has experienced volatility
that has often been unrelated to the operating performance of
individual companies. These broad market fluctuations may adversely
affect the trading price of the Company's common stock, regardless of
the Company's actual performance, and could enhance the effect of any
fluctuations that do relate to its operating results.
o The Company may be adversely affected by the costs and other effects
associated with (i) legal and administrative cases and proceedings;
(ii) settlements, investigations, claims and changes in those items;
and (iii) adoption of new, or changes in, accounting policies and
practices and the application of such policies and practices.
o GMAI has incurred net losses of $13,177,000, $16,323,000, and
$3,668,000 for the fiscal years ended June 30, 2002, 2001 and 2000,
respectively. Through the transactions with Auctentia and otherwise,
the Company is seeking to reduce operating expenses, optimize
profitability and align resources with long-term business growth
strategies, as well as to explore new sources of collectibles in an
effort to increase margins and revenues from commissions. There can be
no assurance that these steps (or any others) will result in a
significant improvement in GMAI's financial condition, on either a
short or long-term basis.
Although the Company's results of operations for the year ended June
30, 2003 and for the quarter ended September 30, 2003 reflect a
significant improvement over the results of prior periods, a
significant portion of the gross profit for those periods was
attributable to sales to one related party. A decrease in the level of
sales to this party could have a material adverse effect on the
Company.
o The Company's future results of operations could be adversely affected
by changes in accounting standards promulgated by the Financial
Accounting Standards Board, the Securities and Exchange Commission,
and the American Institute of Certified Public Accountants.
o The Company is subject to certain market risks. See Item 3,
"Quantitative and Qualitative Disclosures about Market Risk", below.
This list should not be considered an exhaustive statement of all potential
risks and uncertainties.
29
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial market prices, including interest rate risk, foreign
currency exchange rate risk, investment risk, commodity price risk and other
relevant market rate or price risks.
Our cash flows and earnings are subject to fluctuations resulting from
changes in foreign currency exchange rates (since we now have significant
subsidiaries in Spain, Switzerland and Germany, where the currency used is the
Euro or, in Switzerland, the Swiss Franc) and interest rates (since our line of
credit with Banco Santander bears interest based on the "prime" rate). We manage
our exposure to these market risks through internal control procedures and, when
deemed appropriate, may do so through the use of derivative financial
instruments, currency exchange forward contracts, currency options, or other
derivative instruments, provided such instruments may be obtained at suitable
prices. However, to date we have not done so. We do not allow speculation in
derivative instruments for profit or execution of derivative instrument
contracts for which there are no underlying exposures. We do not intend to use
financial instruments for trading purposes. We monitor our underlying market
risk exposures on an ongoing basis and believe that we can modify or adapt our
hedging strategies as needed.
The Company on April 17, 2003 entered into a revolving credit agreement
with Banco Santander Central Hispano, S.A. with a credit facility of up to
$2,500. Borrowings under this facility bear interest at a rate of prime plus
..25%. The Company currently has no activities that would expose it to material
interest rate risks.
The Company maintains investments in equity instruments of public and
privately held companies for business and strategic purposes. These investments
are included in marketable securities and other long-term assets and are
accounted for under the cost method when ownership is less than 20% and the
Company does not have the ability to exercise significant influence over
operations. For these investments, the Company's policy is to regularly review
the assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. The Company identifies and records impairment
losses on long-lived assets when events and circumstances indicate that such
assets might be impaired.
The Company may, at times, be exposed to commodity price risk on certain
inventory products. The Company historically and currently has not experienced
any significant commodity price risks.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Company's Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. Within 90 days prior to the date of
this report, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14.
30
Based upon the foregoing, the Company's Chief Executive Officer along with
the Company's Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective. There have been no significant changes in
the Company's internal controls or in other factors that could significantly
affect internal controls subsequent to the date the Company completed its
evaluation.
31
GREG MANNING AUCTIONS, INC.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
A Special Meeting of Shareholders was held on September 8, 2003 to approve
the issuance of an aggregate of 13 million shares of the Company's common stock
to Auctentia pursuant to the Share Purchase Agreement, the Inventory Purchase
Agreement and the Subscription Agreement, as well as to amend the Company's 1997
Stock Incentive Plan, as amended.
Set forth below is information concerning the voting results of matters
voted upon at the Special Meeting:
1. The issuance of 3,729,226 shares of GMAI common stock to Auctentia to
complete the acquisition of all of Auctentia's equity interests in
seven of its European-based operating subsidiaries, pursuant to the
share purchase agreement dated January 23, 2003 by and between GMAI
and Auctentia:
For: 8,210,686
Against: 117,548
Abstentions: 4,238
2. The issuance of 6,444,318 shares of GMAI common stock to Auctentia to
complete the acquisition of a subsidiary of Auctentia whose sole
assets consist of an inventory of certain philatelic and art assets
pursuant to the inventory purchase agreement dated January 23, 2003 by
and between GMAI and Auctentia:
For: 8,210,084
Against: 118,388
Abstentions: 4,000
3. The issuance of 2,826,456 shares of GMAI common stock, to Auctentia
for a purchase price of $5,000,000 pursuant to the subscription
agreement dated January 23, 2003 by and between GMAI and Auctentia:
For: 8,205,636
Against: 127,536
Abstentions: 4,300
32
4. The approval of an amendment to GMAI's 1997 Stock Incentive Plan to
increase from 3,500,000 to 5,000,000 the total number of shares that
GMAI may issue under such plan:
For: 8,033,586
Against: 294,286
Abstentions: 4,600
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Exhibit Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer *
31.2 Exhibit Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer *
32.1 Section 1350 Certification of Chief Executive Officer *
32.2 Section 1350 Certification of Chief Financial Officer *
(b) Reports on Form 8-K
(1) Report on Form 8-K filed on September 9, 2003, relating
to a press release containing material non public
information and non-GAAP financial information, issued
on September 5, 2003.
(2) Report on Form 8-K filed on September 23, 2003,
relating to the consummation of three transactions with
Auctentia, S.L., pursuant to which the Company issued
an aggregate of 13 million shares of common stock.
(3) Report on Form 8-K filed on September 23, 2003,
relating to a press release setting forth earnings
guidance for the quarter ending September 30, 2003, as
well as for the fiscal year ending June 30, 2004,
issued on September 23, 2003.
* Filed herewith
33
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.
Dated: November 11, 2003
/s/ Greg Manning
--------------------------------
Greg Manning
Chairman and Chief Executive Officer
/s/ Larry Crawford
--------------------------------
Larry Crawford
Chief Financial Officer
34