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 December 31, 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 February 3, 2004, Issuer had 26,391,748 shares of its Common Stock
outstanding.
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 December 31, 2003 3
Condensed Consolidated Statements of Operations for the
six months ended December 31, 2002 and 2003 4
Condensed Consolidated Statements of Stockholders'
Equity for the six months ended December 31, 2003 5
Condensed Consolidated Statements of Cash Flows for
the six months ended December 31, 2002 and 2003 6
Condensed Consolidated Statement of Comprehensive Income
(Loss) for the six months ended December 31, 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 21
Item 3. Quantitative and Qualitative Disclosures About Market Risk 32
Item 4. Controls and Procedures 32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 34
Item 2. Changes in Securities 34
Item 3. Defaults Upon Senior Securities 34
Item 4. Submission of Matters to a Vote of Security Holders 34
Item 5. Other Information 34
Item 6. Exhibits and Reports on Form 8-K 34
Signatures 36
2
PART I. FINANCIAL INFORMATION
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Balance Sheets
(amounts in thousands except per share data)
June 30, December 31
2003 2003
---------- ----------
Assets (Audited) (Unaudited)
------
Current Assets
Cash and Cash Equivalents $ 2,250 $ 9.253
Accounts Receivable, net
Auctions and Trade 7,948 9.283
Related Party 4,588 11,947
Advances to Consignors 781 3,215
Other 1,039
Inventory 15,871 35,148
Prepaid Expenses 1,177 710
-------- --------
Total Current Assets 32,615 70,595
Property and Equipment, Net 744 1,834
Goodwill, Net 1,516 6,903
Other Purchased Intangibles, Net 943 970
Marketable Securities 49 169
Investment in Investee 500 --
Other Non-Current Assets
Loans Receivable - Related Party 600 600
Inventory 850 850
Other 90 364
-------- --------
Total Assets $ 37,907 $ 82,285
======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Demand Notes Payable - Bank $ 2,500 $ --
Notes Payable and Capital Leases 4,522 643
Payable to Third Party Consignors 2,468 2,108
Accounts Payable 9,741 18,059
Advances Payable 827 162
Advances Payable - related party -- 4,976
Accrued Expenses 2,612 3,258
Income Taxes Payable 2,824
-------- --------
Total Current Liabilities 22,670 32,030
Notes Payable and Capital Leases - Long Term 43 4,026
-------- --------
Total Liabilities 22,713 36,056
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 134 267
Issued: December 31, 2003-26,760 shares
Additional paid in capital 46,480 68,328
Accumulated other comprehensive income (loss): (236) 2,304
Accumulated Deficit (28,636) (22,122)
Treasury stock, at cost:
368 shares at June 30 and December 31,
2003, respectively (2,548) (2,548)
-------- --------
Total Stockholders' Equity 15,194 46,229
-------- --------
Total Liabilities and Stockholders' Equity $ 37,907 $ 82,285
======== ========
See accompanying notes to condensed consolidated financial statements
3
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Operations
For the Three and Six Months Ended December 31,
(thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2002 2003 2002 2003
-------- -------- -------- --------
Operating Revenues
Sales of inventory $ 18,452 $ 30,885 $ 42,827 $ 52,408
Sales of inventory - related party -- 19,967 -- 30,645
Commissions earned 902 2,363 1,942 4,649
-------- -------- -------- --------
Total Revenues 19,354 53,215 44,769 87,702
Cost of merchandise sold 17,073 39,823 39,869 66,849
-------- -------- -------- --------
Gross profit 2,281 13,392 4,900 20,853
Operating Expenses
General and Administrative 1,361 2,609 2,574 4,621
Salaries and Wages 1,207 2,810 2,315 4,696
Depreciation and Amortization 119 226 244 370
Marketing 362 560 711 940
-------- -------- -------- --------
Total Operating Expenses 3,049 6,205 5,844 10,627
-------- -------- -------- --------
Operating Income (Loss) (768) 7,187 (944) 10,226
-------- -------- -------- --------
Other Income (Expense) -- 7 -- 24
Interest Income 37 70 87 85
Interest Expense (239) (168) (451) (377)
Impairment of investment in investee -- (500) -- (500)
-------- -------- -------- --------
Income (Loss) before income taxes (970) 6,596 (1,308) 9,458
Provision for income taxes -- 2,538 -- 2,944
-------- -------- -------- --------
Net Income (Loss) $ (970) $ 4,058 $ (1,308) $ 6,514
======== ======== ======== ========
Basic Earnings (Loss) per Share
Weighted average shares outstanding 12,703 26,312 12,703 21,239
======== ======== ======== ========
Basic Earnings (Loss) per share $ (0.08) $ 0.15 $ (0.10) $ 0.31
======== ======== ======== ========
Diluted Earnings (Loss) per Share
Weighted average shares outstanding 12,703 28,556 12,703 23,015
======== ======== ======== ========
Diluted Earnings (Loss) per Share $ (0.08) $ 0.14 $ (0.10) $ 0.28
======== ======== ======== ========
See accompanying notes to condensed financial statements
4
GREG MANNING AUCTIONS, INC.
Condensed Statement of Stockholders' Equity
July 1, 2003 to December 31, 2003
(amounts in thousands)
(Unaudited)
Additional Other Total
Common Stock 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 13,000 130 20,992 21,122
of Auctentia, inventory and cash
Options exercised 343 3 726 729
Translation adjustment 2,438 2,438
Options issued for services - Afinsa 130 130
Unrealized gain from
marketable securities 102 102
Net income, December 31, 2003 6,514 6,514
------- ------ -------- -------- -------- ------- --------
Balance, December 31, 2003 26,760 $ 267 $ 68,328 $ 2,304 $(22,122) $ (2,548) $ 46,229
See accompanying notes to condensed financial statements
5
GREG MANNING AUCTIONS, INC.
Condensed Statements of Cash Flows
For the Six Months Ended December 31,
(amounts in thousands)
(Unaudited)
2002 2003
-------- --------
Cash flows from operating activities:
Net Income (Loss) $(1,308) $ 6,514
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 244 370
Provision for bad debts 30 71
Provision for inventory reserve -- 490
Options issued for services - related party -- 130
Impairment of investment in investee -- 500
(Increase) decrease in assets: (net of acquisition amounts)
Auctions receivable 271 (6,942)
Advances to consignors 4 (1,799)
Other (57) (1,039)
Inventory (877) (9,714)
Prepaid expenses and deposits (508) (326)
Other assets 15 (874)
Increase (decrease) in liabilities: (net of acquisition amounts)
Payable to third-party consignors (712) (360)
Accounts payable 2,884 7,143
Advances payable 717 (664)
Accrued expenses and other liabilities (627) 4,860
Income taxes payable -- 2,824
------- -------
76 1,184
Cash flows from investing activities
Capital expenditures for property and equipment (95) (212)
Purchase of Other Intangibles -- (75)
Loans Receivable - Related Party (600) --
------- -------
(695) (287)
Cash flows from financing activities:
Net proceeds from (repayment of) demand notes payable 600 (2,500)
Repayment of loans and loans payable (708) (97)
Proceeds from exercise of options -- 729
Proceeds from issuance of stock -- 5,536
------- -------
(108) 3,668
Effect of exchange rates -- 2,438
Net change in cash and cash equivalents (727) 7,003
Cash and cash equivalents:
Beginning of period 2,169 2,250
------- -------
End of period $ 1,442 $ 9,253
======= =======
6
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Comprehensive Income (Loss)
For the Six Months Ended December 31
(amounts in thousands)
(Unaudited)
2002 2003
-------- -------
Net Income(Loss) $(1,308) $ 6,514
Other Comprehensive Income (Loss)
Unrealized gain (loss) on securities, net of tax (28) 102
Currency translation adjustment, net of tax -- 2,145
------- -------
$(1,336) $ 8,761
======= =======
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" and, collectively with its
subsidiaries, 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.
GMAI's North American subsidiaries are Ivy and Mader Philatelic Auctions,
Inc., Greg Manning Galleries, Inc., Teletrade Inc., Spectrum Numismatics
International, Inc., and Kensington Associates LLC. Its European subsidiaries
are Auctentia Subastas S.L., the Kohler Group of Berlin and Weisbaden, Germany
(comprising three companies, of which one is 66.67% owned by GMAI and the other
two of which are wholly-owned by GMAI) and Corinphila Auktionen AG of Zurich,
Switzerland ("Corinphila"), which is 65% owned by GMAI, and GMAI-Auctentia
Central de Compras, S.L. of Madrid, Spain ("CdC").
The Company, through various of its subsidiaries, conducts both in-person
event auctions and electronic auctions via the Internet and touch-tone
telephone, The company also accepts property for sale at auctions from sellers
on a consignment basis, and earns a commission on the sale. CdC is engaged in
the acquisition of philatelics world-wide and providing inventories to the
Company's other subsidiary companies and its customers. Spectrum Numismatics is
engaged in the wholesale of rare coins.
The accompanying condensed consolidated balance sheets as of June 30, 2003
and December 31, 2003 and related condensed consolidated statements of
operations, stockholders' equity, cash flows and comprehensive income for the
six months ended December 31, 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:
8
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.
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.
During the six months ended December 31, 2003 the Company recorded an
impairment charge of it's investment in investee of $500 after management's
review of GMAI-Asia's financial prospects for the future.
9
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 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 December 31, 2003, the allowance for doubtful
accounts included in auction receivables was approximately $873 and $1,069,
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 December
31, 2003 is as follows:
Market Unrealized
Cost Value Gain (Loss)
----- ------ ----------
June 30, 2003 Common Stock $ 285 $ 49 $ (236)
===== ====== ======
December 31, 2003 Common Stock $ 303 $ 169 $ (134)
===== ====== ======
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 $162 as of June 30, 2003
and December 31, 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.
10
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).
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
December 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. There was no impact from the
adoption 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. There
was no impact from the adoption of SFAS 149.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of Both Liabilities and Equity." This
standard requires an issuer to classify certain financial instruments as
liabilities. It also changes the classification of certain common financial
instruments from either equity or presentation to liabilities and requires an
issuer of those financial statements to recognize changes in fair value or
redemption amount, as applicable, in earnings. SFAS 150 is effective for
financial instruments entered into or modified after May 31, 2003, and with one
exception, is effective at the beginning of the first interim period beginning
after June 15, 2003. The adoption of SFAS 150 at this time has had no impact on
the Company's results of operations, financial position or cash flows.
(3) Acquisitions
11
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.
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.
Tangible and intangible assets acquired:
Current assets.............................................$3,164
Property and equipment, net................................ 642
Goodwill................................................... 4,287
Total tangible and intangible assets acquired.............. $8,093
======
Less liabilities assumed:
Current liabilities........................................ 2,089
Non-Current liabilities.................................... 0
------
Total liabilities assumed.................................. $2,089
======
Total purchase price....................................... $6,004
======
In addition the Company incurred acquisition costs of $1,100 which
increases the goodwill total for this acquisition to $5,387.
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.
12
Unaudited
Six Months Ended December 31,
2003 2002
----------- ------------
Net revenues $ 88,591 $ 46,607
Net income (loss) 6,061 (2,119)
EPS .24 (.08)
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.
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 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 and such amounts are included in Sales of inventory on the
Consolidated Statement of Operations.
13
(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 December 31, 2003 consisted of the following:
Current Non-current Total
-------- ----------- --------
Stamps $23,991 $ 230 $24,221
Sports Collectibles -- 370 370
Coins 9,582 -- 9,582
Art 1,575 250 1,825
Other -- -- --
------- ------- -------
$35,148 $ 850 $35,998
======= ======= =======
The above inventory amounts reflect net realizable (LCM) allowances of
approximately $1,885 and $1,075 at June 30, 2003 and December 31, 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.
14
(5) Intangible Assets
Goodwill
The changes in the carrying value of goodwill for the year ended June 30, 2003
and the six months ended December 31, 2003 are as follows:
Balance - July 1, 2002 $ 1,516
Amortization of Goodwill -
Goodwill Impairment Loss -
--------
Balance - December 31, 2002 $ 1,516
========
Balance - July 1, 2003 $ 1,516
Purchased Goodwill - Auctentia 5,387
Amortization of Goodwill -
Goodwill Impairment Loss -
--------
Balance - December 31, 2003 $ 6,903
========
Intangible Assets
Other Purchased Intangibles
At June 30, 2003 and December 31, 2003, acquired intangible assets were
comprised of the following (in thousands):
June 30, Estimated
2003 Useful Gross
Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- ------------------------------------------------------------------------------
Trademarks 16 $ 3,000 $(2,077) $ 923
Customer 5 1,105 (1,085) 20
Lists
------- ------- -------
$ 4,105 $(3,162) $ 943
======= ======= =======
December 31, Estimated
2003 Useful Gross
Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- ------------------------------------------------------------------------------
Trademarks 16 $ 3,000 $(2,107) $ 893
Customer Lists 5 1,180 (1,103) 77
------- ------- -------
$ 4,180 $(3,210) $ 970
======= ======= =======
15
All of the Company's intangible assets are subject to amortization. Amortization
expense for acquired intangible assets for the three and six months ended
December 31, 2002 were approximately $15 and $31, respectively, and for the
three and six months ended December 31, 2003 was $28 and 48, respectively.
Estimated amortization expense on an annual basis for the succeeding five years
is as follows (in thousands):
Twelve Month Period Ended
December 31, Amount
- -------------------------------------------------------
2004 $ 101
2005 87
2006 87
2007 68
2008 62
Thereafter 565
-----
Total $ 970
=====
(6) Related-party Transactions
Afinsa and Auctentia
--------------------
Afinsa and its affiliates beneficially owned approximately 72% of the
Company's outstanding common stock at December 31, 2003.
At June 30, 2003 and December 31, 2003, Afinsa had outstanding accounts
receivable balances of approximately $4,588 and $11,947, respectively, and such
amounts are included in the accompanying Consolidated Balance Sheet as Accounts
Receivable-related party. For the three and six months ended December 31, 2003,
sales to Afinsa were approximately $19,967 and $30,645 and are included in the
accompanying Consolidated Statement of Operations as Sales of Inventory -
Related Party.
At December 31, 2003 Afinsa has advanced $4,976 to the Company for
the purchase of product as it relates to the exclusive purchase of collectibles
agreement as further discussed in Note 3. Such amount is included in the
accompanying Consolidated Balance Sheet as Advances Payable - related party.
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
16
available to Mr. Roberts a non-interest bearing loan in the amount of $600,000.
The loan is required to be repaid on an annual basis in six 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.
For the six months ended December 31, 2002 and 2003 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 $3,722 and $358 for the six months ended December 30, 2002
and 2003, respectively. Additionally consulting fees in the amount of $301 and
$35 were paid to this party in the six months ended December 31, 2002 and 2003,
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 $0 at December
31, 2003. The agreement expires on April 12, 2004.
Additionally the Company obtained a secured loan from a privately held
capital coin fund which expires June 30, 2005. 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 December
31, 2003.
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 $544 as of December 31, 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 $125 at June 30, 2003 and
December 31, 2003, respectively.
(8) Major Customers
The Company had two "major" customers, the first of which accounted
for approximately 15% and 5% of total revenue during the six months ended
December 31, 2002 and 2003, respectively, and 6% and 4% of accounts receivable
at December 31, 2002 and 2003, 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 38% and 35% of total revenue during the three
and six months ended December 31, 2003
17
and 54% of accounts receivable at December 31, 2003, (See Note 3). The majority
of this revenue relates to the exclusive supply arrangement with Afinsa (a
related party) for the purchase of collectibles on a world-wide basis as further
discussed in Note 3.
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 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:
Six Months
Ended
December 31,
----------------------
2002 2003
----------------------
Net income (loss) - as reported $ (1,308) $ 6,514
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax
effects 706 715
--------- ---------
Pro forma net income (loss) $ (2,014) $ 5,799
Net income (loss) per share:
Basic earnings (loss) per share - as reported $ (0.10) 0.31
Basic earnings (loss) per share - proforma $ (0.16) 0.27
========= =========
Net income (loss) per share:
Diluted earnings (loss) per share - as reported $ (0.10) 0.28
Diluted earnings (loss) per share - proforma $ (0.16) 0.25
(10) Geographic Information
Geographic net sales based on customer location were as follows:
Six Months Ended
December 31,
2003 2002
--------- ----------
United States $ 60,630 $ 44,769
Asia Pacific 378 -
Europe 26,694 -
--------- ----------
$ 87,702 $ 44,769
========= ==========
18
Net property, plant and equipment by geographic area was as follows:
2003 2002
---- ----
United States $ 715 $ 830
Europe 1,119 -
------------------------
$ 1,834 $ 830
------------------------
(11) Earnings (loss) per share
The following table sets forth the computations of basic earnings (loss)
per share and diluted earnings (loss) per share:
Six Months Ended
December 31,
----------------------
2002 2003
----------------------
BASIC EARNINGS (LOSS) PER SHARE:
Numerator:
Earnings (loss) available to common stockholders $ (1,308) $ 6,514
Denominator:
Weighted average common shares outstanding 12,703 21,239
Net earnings (loss) per share: - Basic (0.10) 0.31
====== ======
DILUTED EARNINGS (LOSS) PER SHARE:
Numerator:
Earnings (loss) available to common stockholders $ (1,308) $ 6,514
Denominator:
Weighted average common shares outstanding 12,703 21,239
Effect of dilutive securities - stock options -- 1,776
------ ------
Weighted average common shares - assuming dilution 12,703 23,015
Net earnings (loss) per share: - Diluted (0.10) 0.28
====== ======
19
(12) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
Six Months Ended
December 31,
(in thousands)
2002 2003
------ -------
Interest paid $ 444 $ 377
Income taxes paid - 150
Summary of significant non-cash transactions:
Common stock issued for inventory - 10,118
Common stock issued for acquisition of - 6,004
Auctentia subsidiaries
20
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 Six Months Ended
-------------------------------------------------
December 31, Percentages
--------------------- ---------------------
2002 2003 2002 2003
------- ------- ------- --------
Aggregate Sales 52,655 100,954 100% 100%
======= ======= ======= =======
By Source:
A. Auction 9,828 17,901 19% 18%
B. Sales of Inventory 42,827 83,053 81% 82%
------- ------- ------- -------
52,655 100,954 100% 100%
======= ======= ======= =======
By Market:
Philatelics 5,898 49,700 11% 49%
Numismatics 44,936 50,437 85% 50%
Sports Collectibles 1,698 316 4% 0%
Art 35 1 0% 0%
Other Collectibles 88 500 0% 1%
------- ------- ------- -------
52,655 100,954 100% 100%
======= ======= ======= =======
21
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.
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 six months ended December 31, 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.
22
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 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 December 31, 2003
Compared with the three months ended December 31, 2002
SEE MATERIAL CHANGES IN FINANCIAL CONDITION SECTION ABOVE FOR DISCUSSION OF
ACQUISITIONS
The Company recorded an increase in net revenues of approximately $33,861
(175%) from approximately $19,354 for the three months ended December 31, 2002
to approximately $53,215 for the three months ended December 31, 2003. Revenue
attributable to the operations of the seven European subsidiaries accounted for
$8,463 in revenue while sales to Afinsa (a related party) contributed $19,967 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
23
the equivalent period of the prior year. Coin sales exclusive of sales to Afinsa
(a related party) increased $4,774 for the three months ended December 31, 2003.
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 $11,111 (487%) from approximately
$2,281 for the three months ended December 31, 2002 to approximately $13,392 for
the three months ended December 31, 2003. The increased gross profit was the
result of an increase in revenue of $33,861 combined with a gross profit
increase from 12% for the three months ended December 31, 2002 to 25% for the
three months ended December 31, 2003. A significant amount of the increased
gross profit was derived from direct sales to Afinsa (a related party) in the
quarter ended December 31, 2003.
The largest contributing factor to the increase in gross profit percentage
was $19,967 in direct sales to Afinsa (a related party) in the quarter ended
December 31, 2003. Exclusive of sales to Afinsa, the gross profit increased from
12% for the quarter ended December 31, 2002 to 21% for the quarter ended
December 31, 2003. The increase exclusive of sales to Afinsa (a related party)
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 $3,156 (104%)
during the three months ended December 31, 2003 as compared to the same period
in the prior year. United States operations operating expenses were up $1,306
(43%) with the balance of the increase, $1,850, coming from the recently
acquired foreign operations.
The United States operations had increases in marketing expenses, $113
(31%), which was due to an additional auction being held in the quarter as
compared to last year as well as higher catalog costs due mainly to the special
United Nations stamp auction. Depreciation and amortization expenses increased,
$9 (8%). Salaries and wages increased approximately $985 (82%) and general and
administrative expenses increased approximately $199 (15%). There was an
increase in salaries due to providing for executive bonuses in the amount of
$428 for the three months ended December 31, 2003, an increase of $415 from the
$13 accrued for in the three months ended December 31, 2002 as well as an
increase in general salaries of $587 as the Company added personnel to support
increased revenues, there were severance payouts for an operation that was
relocated from New York to California as well as duplication of positions during
the transition. General and administrative expenses increased $199 (15%) to
$1,560 for the three months ended December 31, 2003 as compared to $1,361 for
the three months ended December 31, 2002. An increase in shareholder's expenses
of $42, increased insurance costs of
24
$20, increased accounting fees of $20 and increases in travel and entertainment
of $30 were the major factors in the higher general and administrative costs.
The increase in operating expenses Company wide, exclusive of foreign
activity, although offset by the large revenue increase, had the effect of
decreasing operating costs as a percentage of operating revenue from 16% during
the three months ended December 31, 2002 to 12% for the same period ended
December 30, 2003. As compared to aggregate sales, these costs decreased from
13% in December 2002 to 10% in December 2003.
Interest expense (net of interest income) for United States operations for
the three months ended December 31, 2003 decreased approximately $70 from
approximately $202 to approximately $132. Interest expense decreased $80 for the
three months ended December 31, 2003 as compared to the three months ended
December 31, 2002. Funding from profits, cash received in exchange for stock and
the attaining of lower interest rate financing were the reasons for the
reduction in interest expense. Interest income for United States operations
decreased $10 from $37 for the three months ended December 31, 2002 to $27 for
the three months ended December 31, 2003.
The Company's effective tax rates for the three month periods ended
December 31, 2002 and 2003 were approximately 0% and 38%, respectively. The rate
is based on a blended rate consisting of U.S. Federal, state and foreign
statutory income tax rates. The rates have been reduced by available net
operating loss carry forwards for U.S Federal income tax purposes. This rate may
change during the remainder of fiscal 2004 if operating results or acquisition
related costs differ significantly from current projections.
The Company's increase in operating profit of approximately $11,111 was
offset by an increase in operating expenses of $3,156, a $500 impairment of an
investment in GMAI-Asia and income tax expense of $2,538 resulted in a net gain
of approximately $5,028 for the current three month period ended December 31,
2003 as compared to the three months ended December 31, 2002.
Six months ended December 31, 2003
Compared with the six months ended December 31, 2002
SEE MATERIAL CHANGES IN FINANCIAL CONDITION SECTION ABOVE FOR DISCUSSION OF
ACQUISITIONS
The Company recorded an increase in net revenues of approximately $42,933
(96%) from approximately $44,769 for the six months ended December 31, 2002 to
approximately $87,702 for the six months ended December 31, 2003. Revenues
attributable to the operations of the seven European subsidiaries accounted for
$9,506 in revenue while sales to Afinsa (a related party) contributed $30,645 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. Coin sales exclusive of sales to Afinsa (a related
party) increased $4,930 for the six months ended December 31, 2003.
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
25
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 $15,953 (326%) from approximately
$4,900 for the six months ended December 31, 2002 to approximately $20,853 for
the six months ended December 31, 2003. The increased gross profit was the
result of an increase in revenue of $42,933 combined with a gross profit
increase from 11% for the six months ended December 31, 2002 to 24% for the six
months ended December 31, 2003. A significant amount of the increased gross
profit was derived from direct sales to Afinsa (a related party) in the six
months ended December 31, 2003.
The largest contributing factor to the increase in gross profit percentage
was $30,645 in direct sales to Afinsa (a related party) in the six months ended
December 31, 2003. Exclusive of sales to Afinsa, the gross profit increased from
11% for the quarter ended December 31, 2002 to 19% for the quarter ended
December 31, 2003. The increase exclusive of sales to Afinsa (a related party)
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 $4,783 (82%)
during the six months ended December 31, 2003 as compared to the same period in
the prior year. United States operations operating expenses were up $2,254 (39%)
with the balance of the increase, $2,529, coming from the recently acquired
foreign operations.
Marketing expenses for the United States operations increased
approximately $100 (14%) due to an additional auction in the six months ended
December 31, 2003 as opposed to 2002 as well as higher catalog costs
particularly for the United Nations stamp auction. Depreciation and amortization
decreased approximately $3 (1%). Salaries and wages increased approximately
$1,578 (68%) in part due to the providing for executive bonuses which are based
on profitability in the amount of $775 for the six months ended December 31,
2003, an increase of $750 from the $25 accrued for in the six months ended
December 31, 2002 as well as an increase in general salaries of $587 as the
Company added personnel to support increased revenues, there were severance
payouts for an operation that was relocated from New York to California as well
as duplication of positions during the transition. General and administrative
expenses increased $199 (15%). General and administrative expenses increased
approximately $578 (22%). The increase was due to consulting expenses of $130
for the issuance of stock options to non-employees, payments to board members in
the amount of $70, an increase in shareholder's expenses of $60, increased
insurance costs of $20 and additional travel expenses were the major factors in
the higher general and administrative costs.
The increased costs exclusive of foreign activity of $2,253 was offset by
revenue increases thereby decreasing operating costs as a percentage of
operating revenue from 13% during the six months ended December 31, 2002 to 12%
in period ended December 31, 2002. As compared to aggregate sales, the operating
costs remained 11% for the six months ended December 2002 and for the six months
ended December 31, 2003.
26
Interest expense (net of interest income) for the six months ended
December 31, 2003 decreased approximately $72 from approximately $364 to
approximately $292. The drop in net interest expense was due to increased
funding of operations by profits, cash received in exchange for stock and the
attaining of financing at lower interest rates.
The Company's effective tax rates for the six-month periods ended December
31, 2002 and 2003 were approximately 0% and 31%, respectively. The rate is based
on a blended rate consisting of U.S. Federal, state and foreign statutory income
tax rates. The rates have been reduced by available net operating loss carry
forwards for U.S Federal income tax purposes. This rate may change during the
remainder of fiscal 2004 if operating results or acquisition related costs
differ significantly from current projections.
The Company's increase in operating profit of approximately $15,953 was
offset by an increase in operating expenses of $4,783, a $500 impairment of an
investment in GMAI-Asia and income tax expense of $2,944 resulted in a net gain
of approximately $7,822 for the current six month period ended December 31, 2003
as compared to the three months ended December 31, 2002.
Liquidity and Capital Resources
At December 31, 2003, the Company's working capital position was
approximately $38,565, compared to approximately $9,945 as of June 30, 2003. The
net increase of approximately $28,620 was primarily due to the three
transactions with Auctentia that were consummated during the quarter, which
contributed $16,057 of working capital. The acquisition was an exchange of
$21,122 in equity for but not limited to current assets of $5,536 in cash,
$10,053 in inventory and a non-current asset of goodwill of $4,287. Other major
increases to working capital were gains due to an increase in accounts
receivable of both auctions and trade and related-party of $9,780 and an
increase in inventory of $9,714.The major uses of working capital were an
increase in accounts payable of $7,143 for the purchase of inventory and an
increase in accrued expenses and income taxes payable of $7,612 with a portion
for inventory purchases and an increase in accrued income taxes of $2,943. Also
an additional $4,000 of working capital was due to the renewal of the loan from
a privately held capital coin fund with a new expiration date of June 30, 2005
which makes the debt long term.
The Company experienced a decrease in cash flow from investing activities
for the six months ended December 31, 2003 of approximately $287. This was
primarily to the acquisition of property and equipment and other in the amount
of $212 and purchased intangibles of $75.
The Company experienced an increase in cash flow from financing activities
for the six months ended December 31, 2003 of approximately $3,668. This
increase was attributable to the cash received in the Auctentia acquisition of
$5,536 as well as $729 for proceeds from the exercise of options and offset by a
reduction of $2,500 repayment of demand notes payable and $97 of loans and loans
payable for the six months ended December 31, 2003. The Company had experienced
a decrease in cash flow from financing activities of $108 for the six months
ended December 31, 2002 which was entirely attributable to an increase in demand
notes payable of $600 and a decrease in loans and loans payable of $708.
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
27
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 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.
o 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
28
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 & Morena, and Superior.
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 have
presented 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. 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
29
combining the operations of GMAI and the European subsidiaries are
complicated by the necessity of coordinating geographically separated
organizations. 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 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
30
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 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 level 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 December 31, 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
31
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.
32
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.
33
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.
34
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
The Annual Meeting of Shareholders was held on December 16, 2003 to elect
three directors to serve for terms of three years and until their respective
successors have been duly elected and qualified and to ratify the appointment of
Amper, Politziner & Mattia P.C. as GMAI's independent public accountants for the
fiscal year ending June 30, 2004.
Set forth below is information concerning the voting results of matters
voted upon at the Annual Meeting:
1. The election of the following persons as directors to serve for terms of
three years and until their respective successors have been duly elected and
qualified.
Esteban Perez FOR: 25,084,462 AGAINST: 218,597
Scott S. Rosenblum FOR: 25,084,462 AGAINST: 218,597
Anthony L. Bongiovanni FOR: 25,084,462 AGAINST: 218,597
2. The ratification of the appointment of Amper, Politziner & Mattia P.C. as
GMAI's independent public accountants for the fiscal year ending June 30, 2004.
FOR: 25,291,214 AGAINST: 11,145 ABSTAIN: 700,000
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 *
35
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 October 23, 2003, relating
to a press release containing material non public
information and non-GAAP financial information, issued
on October 23, 2003.
(2) Report on Form 8-K/A filed on November 6, 2003, amending
the Company's Report on Form 8-K filed on September 23,
2003 and containing financial statements of the
businesses acquired.
* Filed herewith
36
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: February 3, 2004
/s/ Greg Manning
-----------------------------------
Greg Manning
Chairman and Chief Executive Officer
/s/ Larry Crawford
- -----------------------------------
Larry Crawford
Chief Financial Officer
37