SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from_____________ to
Commission file number 1-11988
GREG MANNING AUCTIONS, INC.
(Name of Registrant as specified in its Charter)
Delaware 22-2365834
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
775 Passaic Avenue West Caldwell, New Jersey 07006
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(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: (973) 882-0004
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
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Common Stock, $.01 par value The NASDAQ National Market
Securities registered pursuant to Section 12(g) of the Act: None
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 such filing requirements for the past
90 days. Yes X No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].
Check if the issuer is an accelerated filer (as defined in Exchange Act
Rule 12b-2).
Yes No X
The aggregate market value of the common stock held by non-affiliates of the
Issuer as of December 31, 2003 (based on the closing sale price of $11.839 per
share as reported on NASDAQ), was $65,921,671.
As of September 9, 2004, Issuer had 27,360,645 shares of its Common Stock
outstanding.
Portions of the Registrant's definitive proxy statement, which will be
filed within 120 days of June 30, 2004, are incorporated by reference into Item
10, Item 11, Item 12, Item 13 and Item 14 of Part III.
1
Greg Manning Auctions, Inc.
Index
Page
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PART I
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Item 1. Description of Business...................................... 3
Item 2. Description of Property...................................... 8
Item 3. Legal Proceedings............................................ 8
Item 4. Submission of Matters to a Vote of Security Holders.......... 8
PART II
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Item 5. Market For Common Equity, Related Stockholder Matters
and Issuer Repurchases of Equity Securities.................. 9
Item 6. Selected Consolidated Financial Data......................... 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 14
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk.................................................. 29
Item 8. Financial Statements and Supplementary Data.................. 30
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.......................... 64
Item 9A. Controls and Procedures...................................... 64
Item 9B. Other Information............................................ 64
PART III
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Item 10. Directors and Executive Officers............................. 65
Item 11. Executive Compensation....................................... 67
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters............... 67
Item 13. Certain Relationships and Related Transactions............... 67
Item 14. Principal Accountant Fees and Services....................... 67
PART IV
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Item 15. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.................................................. 68
2
PART I
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Item 1. DESCRIPTION OF BUSINESS
GENERAL
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Greg Manning Auctions, Inc. (GMAI) is a global collectibles merchant and auction
house network, with operations in North America, Europe and Asia and on the
Internet. This network was created in September 2003 when GMAI and Auctentia,
S.L. (Auctentia), effectively integrated their auction businesses, creating a
global collectibles auction network. Auctentia is the wholly owned subsidiary of
Afinsa Bienes Tangibles, S.A. (Afinsa), the Company's major customer. Afinsa and
Auctentia collectively own approximately 69% of GMAI's outstanding common stock.
In North America, we are a traditional and e-commerce - Internet, interactive
telephone, and Internet and live simulcast - auctioneer and merchant/dealer of
collectibles, including rare stamps, stamp collections and stocks, coins, sports
trading cards and memorabilia, and fine art.
GMAI's North American subsidiaries are H.R Harmer, Greg Manning Galleries,
Spectrum Numismatics International, Teletrade, Greg Manning Nutmeg Auctions
(d/b/a Nutmeg Stamp Sales), Ivy & Manning (formerly Ivy & Mader), Kensington
Associates, North American Certified Trading, Superior Sports Auctions, Bowers &
Merena Galleries and Kingswood Coin Auctions. The Company also operates an
auction division under the name Greg Manning Auctions. Spectrum's auction
operations are conducted through its Spectrum Numismatic Auctions division.
H.R. Harmer, whose assets the Company acquired in July 2004, typically conducts
high-end philatelic auctions of rare single stamps and collections targeted to
individual collectors as well as dealers, while Greg Manning Galleries (GMG)
focuses on smaller, less expensive and mid-range individual stamp collections.
The Greg Manning Auctions division conducts auctions of stamp collections and
accumulations generally targeted to philatelic dealers, and Ivy & Manning
specializes in the sale of higher-end individual stamps to collectors. Nutmeg
Stamp Sales is engaged in the sale of primarily owned philatelic inventory to
mid- and upper-end collectors.
Spectrum Numismatics International, Inc. is one of the leading coin wholesalers
in the United States. Its subsidiaries, Bowers and Merena Galleries and
Kingswood Coin Auctions are engaged in the acquisition (by purchase and
consignment) and sale (by auction and otherwise) of collectible coins, while
Superior Sports Auctions is engaged in the acquisition (by purchase and
consignment) and sale (by auction and otherwise) of collectible sports cards and
other sports memorabilia. Teletrade conducts internet and telephonic auctions of
coins at the low and mid-price range.
GMAI's European auction subsidiaries, which were among the companies acquired by
the Company in September 2003 from Auctentia, include Auctentia Subastas of
Madrid, Spain (operating under the name "Afinsa Auctions"); Corinphila Auktionen
(Corinphila) of Zurich, Switzerland (65% owned by GMAI); and the Kohler group of
auction companies of Berlin (66.67% owned by GMAI) and Wiesbaden, Germany.
Auctentia Subastas/Afinsa Auctions was formed in 2003 to conduct the philatelic
business previously carried out by a division of Auctentia, and focuses on
high-level philately. It generally conducts 3-5 auctions each year in Spain and
Portugal. Corinphila is a long-standing auction house specializing in rarities,
specialized collections and other high-end philatelics, and generally conducts
2-3 auctions per year. Kohler Berliner specializes in post-1945 German and old
Communist Eastern Bloc countries' philately, and typically conducts 2-3 auctions
per year. Kohler Wiesbaden, formed in 2000 (after having conducted business as a
sole proprietorship since 1913), is the largest philatelic auction house in
Germany, and holds three auctions per year.
GMAI also owns GMAI Auctentia Central de Compras (CdC) of Madrid, Spain, which
is engaged in the sale, marketing and production of owned and third-party
collectibles, with an emphasis on specialized philatelic material.
Both GMAI and CdC currently act as exclusive supplier of collectibles -
primarily stamps and coins - on a worldwide basis to Afinsa.
In addition, in February 2003, GMAI entered into an agreement with Phila China
Limited, pursuant to which the Company, through GMG, conducts four or more
auctions in Hong Kong annually through a collaboration with Phila China.
For the year ended June 30, 2004, the Company's revenues attributable to its
United States, European and Asian operations were approximately $97,000,000,
$114,400,000 and $1,500,000, respectively.
GMAI is a Delaware corporation and was established in 1981. It made its initial
public offering in 1993. Our corporate internet address is www.gregmanning.com.
On this website, we include a "real time" link to all our electronic filings
with the Securities
3
and Exchange Commission so that they are available as soon as reasonably
practicable after filing, including our annual report on Form 10-K, our
quarterly reports on Form 10-Q, our current reports on Form 8-K and any
amendments to these reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities and Exchange Act of 1934. All such filings are available
free of charge. Our principal corporate offices are located in West Caldwell,
New Jersey. Our common stock is listed on the Nasdaq National Market under the
symbol "GMAI."
In addition, GMAI and its subsidiaries operate 12 global websites:
www.teletrade.com, www.spectrumnumismatics.com, www.hrharmer.com,
www.kingswoodcoin.com, www.nactcoin.com, www.nutmegstamp.com,
www.superiorsports.com, www.bowersmerena.com, www.afinsa-auctions.com,
www.corinphila.com, www.heinrich-koehler.de. and www.heinrich-koehler-berlin.de.
As used herein, the "Company", "we", "us" and similar terms include Greg Manning
Auctions, Inc. and its subsidiaries, unless the context indicates otherwise.
For purposes of competitive analysis and market positioning, the Company
organizes its business as follows: collectibles auctioneer and merchant/dealer
(which includes its wholesale coin operations and its supply operations to
Afinsa.)
COLLECTIBLES AUCTIONEER
-----------------------
Based on its knowledge of the collectibles markets, the Company believes that it
is one of the world's largest (measured by aggregate sales) auctioneers of
stamps, and a leading auctioneer of rare coins, sports trading cards and
memorabilia. Its auctions are targeted to both collectors and dealers, and
feature offerings spanning the modest to ultra-high end price spectrum.
The Company conducts primarily traditional "live" auctions featuring full
electronic capabilities. Certain of its subsidiaries offer mail-only auctions
(with electronic capability) and telephonic/Internet-only auctions. In all
cases, commissions are typically charged from the seller of 0% to 15% and from
the buyer of 10% to 15%.
"Traditional auctions" are live, in-person auctions conducted by a licensed
auctioneer. The Company holds approximately 25 traditional auctions each year in
a variety of venues, including strategically located hotels, and at major trade
conferences and conventions. All traditional auctions are augmented by
electronic catalogs and most are augmented by one or more forms of electronic
bidding. The Company's traditional auctions are based on a "full service"
auction model in which the Company takes physical possession of all items
offered for sale in its auctions, inspects and describes all offerings, receives
all sums due, remits sale proceeds to the seller, and professionally packs and
ships items sold to the buyer.
In the Company's traditional auctions, prospective buyers place bids on each lot
as presented in the order shown in the catalog at the time and date of the
auction. Before the auction, prospective buyers may bid by lot as shown in the
catalog and communicate such bids to the Company by mail, fax, telephone, or the
Internet. At the auction, the auctioneer typically opens bidding at levels based
on bids received prior to auction or a percentage of previously established
reserve prices. The item offered is sold to the highest bidder, whether such bid
was received before the auction or at the time of sale, and such high bidder
must pay the hammer price, the applicable buyer's premium, and all applicable
sales taxes. Additionally, buyers pay a shipping and handling fee if they do not
accept delivery of the items at the place of the auction.
The auctioneer regulates the bidding and reserves the right to refuse any bid
believed by him/her not to be made in good faith. Costs involved in conducting a
traditional auction include, among other things, the cost of inspecting,
describing and storing the items to be offered for sale, catalog creation,
printing and mailing, insurance, transportation, auction advertising, auction
venue site rental fees, security, temporary personnel and expenses of certain
additional auction-related accounting and shipping functions.
The Company operates "Internet auctions" through its Teletrade subsidiary.
Internet auctions are auctions wherein there is no live, natural-person
auctioneer and no bidders in a single physical location orally making bids as in
a "traditional auction." Rather, all bids are made electronically via the
Internet or telephone, and a computer system processes the bids and determines
the highest bidder.
Consistent with the Company's full service traditional auction business model
and its commitment to customer service, the Company's Internet auctions feature
many of the same full service amenities as its traditional auctions.
Specifically, unless otherwise noted in a particular sale's terms and
conditions, the Company takes physical possession of all items offered for sale
prior to the sale, guarantees the genuineness of all items offered, describes
the items, collects all sums due, remits the sale proceeds to the seller, and
professionally packs and ships the items sold to the buyer. Additionally,
because the buyer in an Internet auction has not had an opportunity to
personally view the item offered, the Company also offers buyers a 100%
Satisfaction Guarantee.
Costs involved in conducting the Company's Internet auctions include, among
other things, the cost of inspecting, describing, imaging and storing the items
to be offered for sale. Other costs include technology development and
maintenance, computer and
4
Internet hardware procurement and maintenance, advertising, and expenses of
certain additional auction-related accounting and shipping functions.
The technology operating the Company's Internet/telephone auctions conducted on
the Company's www.teletrade.com web site is known as Interphonic(TM), a Company
owned and developed technology, which permits bidders to participate in
electronic auctions either by touch-tone telephone or via the Internet.
The Company also offers mail-only auctions through its Nutmeg and Kingswood
subsidiaries.
Consignor Advances
Frequently, an owner consigning property to the Company will request a cash
advance at the time the property is delivered to the Company, prior to its
ultimate sale at auction or otherwise. The cash advance is in the form of a
self-liquidating secured loan usually bearing interest and using the consigned
property as collateral. The Company is a secured party with respect to the
collateral, holds a security interest in the collateral and maintains possession
of the collateral until it is sold.
The ability to offer cash advances is often critical to the Company's ability to
obtain consignments of desirable property. In the case of property sold at an
auction, an owner may have to wait up to 45 days after the auction sale date for
settlement and payment of the owner's portion of the sales proceeds. In many
instances, an owner's motivation to consign property for sale may include a need
for cash on an immediate basis. Offering cash advances allow the Company to
attract owners who desire immediate liquidity while preserving the opportunity
to sell at auction at the highest available price. The Company believes that its
ability to make consignor advances on a consistent basis has enabled it to
receive regular consignments of high value lots from professional dealers and
private collectors.
The amount of a cash advance generally does not exceed 75% of the Company's
estimate of the value of the property when sold at auction.
Collectibles Auction Competition
The auction market, both traditional and Internet, for the collectibles offered
by the Company is highly competitive and dynamic. With the exception of the
low-end and consumer-to-consumer segments of the Internet auction market wherein
eBay, Inc. has secured a dominant market position, no clear market leader
exists.
Among the Company's primary competitors in the domestic and worldwide philatelic
auction business are Matthew Bennett, Inc., Charles Shreve Galleries, Inc. and
Robert A. Siegel Auction Galleries, Inc. In the sports trading card auction
business, the Company's primary competitors are Mastro Fine Sports Auctions,
Sports Trading Cards Plus, LLC and Sales OnLine Direct, Inc. (d/b/a Rotman
Auctions). The Company's principal coin auction competitors are Heritage Rare
Coin Galleries, Inc. and Stacks Rare Coins.
A number of companies offer business-to-business and business-to-consumer
auctions of collectibles, including eBay, Inc., Yahoo! Inc., Amazon.com, Inc.,
Interactive Collector, Inc. (d/b/a iCollector.com) and Sothebys.com, Inc.
Additionally, several companies host consumer-to-consumer auctions of
collectibles. While the Company is not in the consumer-to-consumer auction
business, these companies' services provide collectors the option to sell or buy
their collectibles themselves. Consumer-to-consumer auction sites selling
collectibles include eBay, Inc., Yahoo! Inc. and Amazon.com, Inc.
MERCHANT/DEALER
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Afinsa Supply Contracts
GMAI and CdC are parties to separate agreements with Afinsa, dated August 1,
2003, as amended, pursuant to which GMAI and CdC act as exclusive suppliers of
collectibles - primarily stamps and coins - for Afinsa on a worldwide basis,
with GMAI acting in the United States, Hong Kong and South America, and CdC
acting in all other geographic locations. Afinsa is engaged, among other things,
in commercial and trading activities involving tangible investment products
throughout Europe, and has business relationships with a number of long-term
clients, the ultimate purchasers of the goods provided by the Company. The
supply agreements have a ten-year term, terminable by either party upon six
months' notice. In addition to paying the purchase price for the goods sold
under the contracts, Afinsa pays to the Company an amount equal to 10% of the
aggregate purchase price of all such goods sold.
No collectibles sold to Afinsa by GMAI under the agreements are purchased from
Afinsa, Auctentia or their affiliates. Rather, all such material is purchased
from third parties: from stamp and coin dealers, by auction, or from collectors.
5
As described below under "Recent Expansion", in September 2003 the Company
purchased all of Auctentia's equity interest in CdC, whose sole assets consisted
of an inventory of certain philatelic and art assets. CdC has and will continue
to use the inventory owned by it to sell at various auctions run by other
subsidiaries of GMAI. Such inventory has not and will not be resold to
Auctentia, Afinsa or their affiliates.
Spectrum Numismatics
The Spectrum wholesale coin business complements the Company's auction and
merchant/dealer businesses by providing a supply of favorably priced coin
offerings for its auctions and fixed price sales venues. The majority of
Spectrum's revenue is generated from wholesale sales of coins and from sales of
coins to retailers and auction houses. Additionally, Spectrum sells directly to
a limited number of select private collectors.
Based on its knowledge of the market, Spectrum believes that it is one of the
largest wholesalers of rare coins in the United States.
Complementary Merchant/Dealer Operations; Private Sales
In order to complement and enhance the Company's auction business, the Company
frequently buys collectibles in its own name and resells them as a
merchant/dealer. For a variety of reasons, some collectors require the immediate
liquidation of their collections and cannot wait for an appropriate auction.
Other collectors do not wish to sell by auction and prefer a negotiated, fixed
price sale. In these instances, the Company uses its knowledge of the markets
and product to make what the Company calls "opportunistic purchases." In most
instances, collectibles purchased in this manner are resold within 180 days
either in one of the Company's auctions or in a private treaty transaction. In
other instances, either because the markets are not yet ripe or because the
collection purchased is so large, it is most profitably sold over a period of
time, the collectibles purchased are held in the Company's inventory and resold
after 180 days. In addition to these "opportunistic buys," the Company
continually searches the collectibles markets for favorable buying opportunities
and buys individual pieces and collections to re-sell to a particular collector
pursuant to a specific purchase request, to fill a need for one of its auctions
to make that auction more attractive to the targeted audience, or to take
advantage of what the Company believes is a favorable price and buying
opportunity. In these circumstances, items purchased are generally resold in
less than 180 days.
The Company earns a profit or incurs a loss on the sale of owned inventory to
the extent the sale price exceeds or is less than the purchase price paid by the
Company. The Company seeks to sell its owned inventory as quickly and
efficiently as possible, thereby promoting a high level of inventory turnover
and maintaining maximum liquidity.
In a private sale, the Company contacts known collectors and sells specific,
usually high or ultra-high end items, to such collectors at a privately
negotiated price. When such sales are conducted of Company-owned items, the
Company earns a profit based upon the sale price paid by the private buyer. The
Company also conducts private sales of consigned items. In such instances, the
Company earns a fee for its services. Generally, the fee is a percentage of the
sale price however in some circumstances the Company will be paid a fixed,
negotiated fee.
Private treaty sales are typically settled more promptly than auction sales,
with the buyer paying all or substantially the entire purchase price at the time
of sale.
A private treaty sale is attractive to some potential consignors because it
provides an opportunity for a sale at a fixed price or at a price controlled by
the consignor rather than by bidders, as is the case at public auction. Often, a
private treaty sale can be consummated more quickly than a sale at auction,
providing increased liquidity for the seller. For the Company, private treaty
sales provide an opportunity to realize increased revenues because such sales
involve fewer costs than auction sales, primarily because there are minimal
expenses associated with such sales.
Merchant/Dealer Competition
Competition among dealers and merchants of the collectibles sold by the Company
is intense. The market is comprised of thousands of merchant/dealers, as well as
individual collectors buying and selling directly through consumer-to-consumer
Internet trading platforms and at collectibles shows and conventions. Most of
these competitors, however, are small, privately owned companies, and no large
dominant competitor exists. Additionally, most competitors are focused on a
single collectible category and do not have a multi-category presence similar to
the Company's.
Among the Company's primary competitors in the domestic and worldwide philatelic
merchant/dealer business are Mystic Stamp Company, Superior Galleries, and
Regency Stamps, Ltd. The Company's principal coin competitors are Heritage Rare
Coin Galleries, Inc. and Stack's Rare Coins. In the sports trading card &
memorabilia business, the Company's primary competitors are Sports Cards Plus,
Piedmont Cards and Goodwin & Company.
6
REGULATORY MATTERS
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Regulation of the auction business varies from jurisdiction to jurisdiction, and
to the best of management's knowledge and belief, the Company is in compliance
with all material and significant regulations governing its business activities.
EMPLOYEES
---------
At June 30, 2004, the Company had 142 full-time employees: 60 located in the
United States and 55 located in Europe.
RECENT EXPANSION
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Auctentia S.L./Afinsa Bienes Tangibles, S.A.
On September 8, 2003, the Company consummated three separate transactions with
Auctentia, a wholly owned subsidiary of Afinsa. In the first transaction, the
Company acquired all of Auctentia's equity interests in the following operating
subsidiaries of Auctentia in exchange for the issuance of 3,729,226 shares of
the Company's common stock: Corinphila Auktionen; Heinrich Kohler Berliner
Briefmarken-Auktionen; Heinrich Kohler Auktionshaus; Heinrich Kohler
Briefmarkenhandel; Heinrich Kohler Verwaltungs; Auctentia Deutschland; and
Auctentia Subastas.
In the second transaction, under an inventory purchase agreement and 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 CdC, whose sole assets consisted of an inventory of
certain philatelic and art assets. CdC is engaged in the sale, marketing,
distribution, promotion and production of owned and third party collectibles.
In the last transaction, the Company 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 August 2003, GMAI and CdC entered into separate agreements with Afinsa,
pursuant to which GMAI and CdC act as exclusive suppliers of collectibles -
primarily stamps and coins - for Afinsa on a worldwide basis, with GMAI acting
in the United States and Hong Kong, and CdC acting in all other geographic
locations. As amended, the supply agreements have a ten-year term, terminable by
either party upon six months' notice. In addition to paying the purchase price
for the goods sold under the contracts, Afinsa pays to the Company an amount
equal to 10% of the aggregate purchase price of all such goods sold.
These transactions have had a significant effect on the business, financial
condition and results of operations of the Company.
Nutmeg Stamp Sales
On February 11, 2004, GMAI acquired the business assets of Nutmeg Stamp Sales.
The purchase price for the assets was $1,093,000, which was paid at closing. The
business is now being operated through Greg Manning Nutmeg Auctions, d/b/a
Nutmeg Stamp Sales. The purchase price was funded internally through working
capital.
Bowers and Merena Galleries, Kingswood Coin Auctions and Superior Sports
Auctions
On February 19, 2004, Spectrum acquired the business assets of Bowers and Merena
Galleries, Kingswood Coin Auctions and Superior Sports Auctions from Collectors
Universe, Inc., which had previously operated such businesses through separate
divisions. The aggregate purchase price was $2,510,000, of which $460,000
remained to be paid at June 30, 2004; such amount is due by February 19, 2005.
The purchase price was funded internally through working capital. Spectrum may
also be required to pay certain additional amounts based on operating results of
the acquired companies for the two years following the closing.
H.R. Harmer
On July 30, 2004, GMAI acquired certain of the business assets of H.R. Harmer,
LLC, for an aggregate purchase price of $351,000, all of which was paid at
closing. The business is now being operated though a newly formed subsidiary,
H.R. Harmer, Inc.
7
Item 2. DESCRIPTION OF PROPERTY
The Company's headquarters are located in space leased under an agreement that
extends to January 31, 2005 (with an option to purchase) and consists of
approximately 18,600 square feet of office and warehouse facilities located at
775 Passaic Avenue, West Caldwell, New Jersey at an annual rental of
approximately $155,000. The Company also leases approximately 7,500 square feet
of office space in Santa Ana, California for its Spectrum subsidiary at an
annual rental of approximately $213,500, 2,168 square feet for its Teletrade
subsidiary at an annual rental of approximately $61,900 and 3,514 square feet
for its Bowers & Merena subsidiary at an annual rental of approximately $73,800.
The Company also rents other storage facilities located mostly in New Jersey, at
annual rentals of approximately $48,100.
The Company leases approximately 5,200 square feet of office space at an annual
rental of approximately $103,253 in Wiesbaden, Germany for its subsidiary,
Heinrich Kohler Auktionhaus, and approximately 2,500 square feet at an annual
rental of approximately $60,032 in Berlin, Germany for Heinrich Kohler Berliner
Briefmarken-Auktionen. The Company leases office space at 3 locations in Madrid,
Spain. Approximately 3,466 square feet at an annual rental of $32,000 for CdC
and 3,000 square feet at an annual rental of $111,037. The third location the
Company leases is office space from Afinsa (a related party) of approximately
5,800 square feet at an annual rate of $139,000 for CdC. The Company also leases
approximately 2,700 square feet of office space at an annual rental of
approximately $100,000 in Zurich, Switzerland for Corinphila.
Item 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation material to the Company's financial
position or results of operations nor, to the knowledge of the Company, is any
litigation of a material nature threatened.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matter
was submitted to a vote of security holders of the Company.
8
PART II
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Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
REPURCHASES OF EQUITY SECURITIES
Market Price of and Dividends on Common Stock and Related Stockholder Matters
- -----------------------------------------------------------------------------
The Company's Common Stock is listed on NASDAQ National Market ("NASDAQ") under
the symbol "GMAI". According to American Stock Transfer & Trust and ADP Proxy
Services, the holders of record of the Company's Common Stock totaled 890 and
beneficial owners of record totaled 2,359 at June 30, 2004.
The Company has not paid any dividends. The Company expects that a substantial
portion of the Company's future earnings will be retained for expansion or
development of the Company's business. However, the Company intends, to the
extent that earnings are available, consistent with the above objectives, to
consider paying cash dividends on its Common Stock in the future. The amount of
any such dividend payments could be restricted by the covenants or other terms
of any loan agreements to which the Company is then a party.
The quarterly high and low bid ranges on the NASDAQ for the Common Stock of the
Company for the years ended June 30, 2004 and 2003 are shown in the following
schedule:
For the years ended June 30,
--------------------------------------
2004 2003
--------------- ----------------
(Quarter) High Low High Low
- --------- ---- --- ---- ---
First $7.75 $2.24 $1.92 $1.25
Second $12.84 $6.42 $1.91 $1.26
Third $15.00 $9.54 $3.09 $1.45
Fourth $17.25 $10.11 $2.95 $2.15
The quotations shown above reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not represent actual transactions.
Equity Compensation Plan Information
- ------------------------------------
The following table provides information as of June 30, 2004 with respect to the
shares of GMAI's common stock that may be issued under GMAI's existing equity
compensation plans.
(c)
(a) Number of securities
Number of remaining available
securities to be (b) for future issuance
issued upon Weighted average under equity
exercise of exercise price of compensation plans
outstanding outstanding options, (excluding
options, warrants warrants and rights securities reflected
Plan category and rights ($) in column (a))
- ------------- ----------------- ------------------- --------------------
Equity compensation plans approved by security
holders (1)............................. 2,445,565 $6.19 1,075,062
Equity compensation plans not approved by
security holders........................ -- -- --
(1) Consists of the 1993 Stock Option Plan, as amended, and the 1997 Stock
Incentive Plan, as amended.
9
Recent Sales of Unregistered Securities
- ---------------------------------------
On September 8, 2003, the Company consummated three transactions with Auctentia,
each of which involved the issuance and sale of securities of the Company in
transactions exempt from the registration requirements of the Securities Act of
1933, as amended. Auctentia has the right to cause these securities to be
registered under the Securities Act of 1933, as amended, subject to certain
conditions.
In the first transaction, 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. The aggregate purchase price was
approximately $6,004,000 (3,729,226 shares at $1.61 per common share). In the
second transaction, the Company issued to Auctentia 6,444,318 shares of its
common stock in exchange for Auctentia's 100% equity interest in CdC, whose sole
assets consisted of an inventory of certain philatelic and art assets. 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 was approximately $10,118,000 (based upon
6,444,318 shares at $1.57 per share). In the last transaction, 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.
On May 20, 2003, the Company issued to The Tail Wind Fund Ltd. (Tail Wind)
242,718 shares of stock of the Company in exchange for 2,707,239 shares of stock
of GMAI-Asia.com, Inc. owned by Tail Wind. This transaction was entered into in
accordance with a Securities Purchase Agreement between the Company and Tail
Wind, dated as of May 14, 2001, pursuant to which Tail Wind had the right under
certain circumstances to require such exchange. The shares of stock of the
Company were valued at $2.06 per share in accordance with the terms of the
Securities Purchase Agreement. This stock has been registered for sale under the
Securities Act of 1933, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
- ----------------------------------------------------------------------
The Company has not made any repurchases of its equity securities during the
quarter ended June 30, 2004. However, Afinsa, which together with Auctentia owns
approximately 69% of the outstanding common stock of the Company, purchased
stock of the Company during the period, as shown in the table below.
(The following information is based on public filings.)
- ---------------------------------------------------------------------------------------
(d) Maximum Number
(a) Total Number or Approximate Dollar
(a) Total Number (b) Average of Shares (or Units) Value or Shares (or
Number of Price Paid Purchased as Part Units) that May Be
Shares (or Units per Share of Publicly Announced Purchased Under the
Period Purchased) (1) (or Unit) Plans or Programs Plans or Programs
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
4/1/2004
4/30/2004 None None None None
- ---------------------------------------------------------------------------------------
5/1/2004
5/31/2004 53,000 12.3294 None None
- ---------------------------------------------------------------------------------------
6/1/2004
6/30/2004 None None None None
- ---------------------------------------------------------------------------------------
Total 53,000 12.3294 None None
- ---------------------------------------------------------------------------------------
(1) Afinsa purchased such shares in open-market transactions, for investment
purposes.
10
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction
with, and are qualified by reference to, the Consolidated Financial Statements
and Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this report. The
consolidated statement of operations and the consolidated balance sheet data for
the years ended June 30, 2004, 2003, 2002, 2001 and 2000, are derived from, and
are qualified by reference to, the audited consolidated financial statements of
Greg Manning Auctions, Inc.
As described above under "Recent Expansion", in August 2003, GMAI and CdC
entered into supply agreements with Afinsa, pursuant to which GMAI and CdC are
acting as exclusive suppliers of collectibles for Afinsa on a worldwide basis.
Transactions under these contracts represented a significant portion of the
Company's aggregate sales, revenues and gross profit for the year ended June 30,
2004. Accordingly, the historical results of operations presented herein, to the
extent they relate to periods prior to the effectiveness of these contracts, are
unlikely to be indicative of future results.
11
Greg Manning Auctions, Inc.
Years Ended June 30,
(In Thousands, except per share data)
Consolidated Statements of Operations Data: 2004 2003 2002 2001 2000
--------- --------- --------- --------- ---------
Net Revenues $ 110,675 $ 93,537 $ 80,777 $ 67,396 $ 62,379
Net Revenues - Related Party 102,215 7,654 -- -- --
Cost of merchandise sold 151,399 86,672 71,966 62,354 50,559
--------- --------- --------- --------- ---------
Gross profit 61,491 14,519 8,811 5,042 11,820
General, administrative, and all
other operating expenses 23,788 10,632 10,041 10,536 10,845
Sales and marketing expenses 2,981 1,561 1,578 1,879 2,442
Intangible impairment -- -- 4,741 2,158 --
Depreciation and Amortization 915 557 1,416 1,564 1,010
Other Expense -- -- 6 340 --
Acquisition and merger costs -- -- -- 205 926
--------- --------- --------- --------- ---------
Total operating expenses 27,684 12,750 17,782 16,682 15,223
--------- --------- --------- --------- ---------
Income (loss) from operations 33,807 1,769 (8,971) (11,640) (3,403)
Interest and other expense (net) (687) (702) (713) (1,136) (1,090)
Gain(Loss) on sale of marketable
securities and investments -- (87) -- -- 14
Gain on sale of equity method investee -- 2,035 -- -- --
Impairment of investment in investee (500) -- -- -- --
Loss from operations of investee -- -- (250) (4,951) (851)
--------- --------- --------- --------- ---------
Income (loss) before income taxes 32,620 3,015 (9,934) (17,727) (5,330)
Provision for (benefit from) income
taxes 3,254 192 3,243 (1,404) (1,661)
--------- --------- --------- --------- ---------
Net income (loss) $ 29,366 $ 2,823 $ (13,177) $ (16,323) $ (3,669)
========= ========= ========= ========= =========
Earnings (Loss) per Share:
Basic $ 1.22 $ 0.22 $ (1.06) $ (1.58) $ (0.38)
========= ========= ========= ========= =========
Diluted $ 1.14 $ 0.22 $ (1.06) $ (1.58) $ (0.38)
========= ========= ========= ========= =========
Weighted average shares:
Basic 23,985 12,739 12,469 10,299 9,710
========= ========= ========= ========= =========
Diluted 25,787 12,816 12,469 10,299 9,710
========= ========= ========= ========= =========
Consolidated Balance Sheet Data:
Cash and cash equivalents $ 16,263 $ 2,250 $ 2,169 $ 2,158 $ 1,092
========= ========= ========= ========= =========
Total Current Assets 107,366 32,615 22,117 25,971 33,265
========= ========= ========= ========= =========
Total Assets 130,684 37,907 27,348 40,452 55,443
========= ========= ========= ========= =========
Total Current Liabilities $ 58,962 $ 22,670 $ 15,576 $ 16,885 $ 17,365
========= ========= ========= ========= =========
Total Long-Term Liabilities -- 43 116 168 111
========= ========= ========= ========= =========
Total Liabilities 58,962 22,713 15,692 17,053 17,476
========= ========= ========= ========= =========
Total Stockholders' Equity 71,722 15,194 11,656 23,399 37,967
========= ========= ========= ========= =========
Total Liabilities and Stockholders'
Equity $ 130,684 $ 37,907 $ 27,348 $ 40,452 $ 55,443
========= ========= ========= ========= =========
12
Greg Manning Auctions, Inc.
Condensed Interim Financial Data
(unaudited)
(In Thousands except per share amounts) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
- ---------------------------------------------------------------------------------------------------------------------------
2004
- ---------------------------------------------------------------------------------------------------------------------------
Net Revenues $ 23,809 $ 33,248 $ 29,622 $ 23,996 110,675
Net Revenues - Related Party 10,678 19,967 34,883 36,687 102,215
Cost of merchandise sold 27,025 39,823 47,504 37,047 151,399
--------- --------- --------- --------- ---------
Gross profit 7,462 13,392 17,001 23,636 61,491
General, administrative, and all
other operating expenses 3,898 5,419 7,160 7,311 23,788
Sales and marketing expenses 379 560 670 1,372 2,981
Depreciation and Amortization 144 226 224 321 915
--------- --------- --------- --------- ---------
Total operating expenses 4,421 6,205 8,054 9,004 27,684
--------- --------- --------- --------- ---------
Income (loss) from operations 3,041 7,187 8,947 14,632 33,807
Interest and other expense (net) (177) (91) (141) (278) (687)
Impairment of investment in investee -- (500) -- -- (500)
--------- --------- --------- --------- ---------
Income (loss) before income taxes 2,864 6,596 8,806 14,354 32,620
Provision for (benefit) income taxes 406 2,538 2,287 (1,977) 3,254
--------- --------- --------- --------- ---------
Net income (loss) $ 2,458 $ 4,058 $ 6,519 $ 16,331 $ 29,366
========= ========= ========= ========= =========
Earnings (Loss) per Share:
Basic $ 0.15 0.15 0.25 0.60 $ 1.22
========= ========= ========= ========= =========
Diluted $ 0.14 0.14 0.23 0.57 $ 1.14
========= ========= ========= ========= =========
(In Thousands except per share amounts) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
- ---------------------------------------------------------------------------------------------------------------------------
2003
- ---------------------------------------------------------------------------------------------------------------------------
Net Revenues $ 25,415 $ 19,354 $ 26,595 $ 22,173 $ 93,537
Net Revenues - Related Party -- -- -- 7,654 7,654
Cost of merchandise sold 22,797 17,073 23,386 23,416 86,672
--------- --------- --------- --------- ---------
Gross profit 2,618 2,281 3,209 6,411 14,519
General, administrative, and all
other operating expenses 2,321 2,568 2,452 3,291 10,632
Sales and marketing expenses 348 362 435 416 1,561
Depreciation and Amortization 125 119 121 192 557
--------- --------- --------- --------- ---------
Total operating expenses 2,794 3,049 3,008 3,899 12,750
--------- --------- --------- --------- ---------
Income (loss) from operations (176) (768) 201 2,512 1,769
Interest and other expense (net) (162) (202) (165) (173) (702)
Gain from sale of investee-related party -- -- 2,035 -- 2,035
Loss from sale of marketable securities -- -- -- (87) (87)
--------- --------- --------- --------- ---------
Income (loss) before income taxes (338) (970) 2,071 2,252 3,015
Provision for (benefit) income taxes -- -- -- 192 192
--------- --------- --------- --------- ---------
Net income (loss) $ (338) $ (970) $ 2,071 $ 2,060 $ 2,823
========= ========= ========= ========= =========
Earnings (Loss) per Share:
Basic $ (0.03) $ (0.08) $ 0.16 $ 0.17 $ 0.22
========= ========= ========= ========= =========
Diluted $ (0.03) $ (0.08) $ 0.16 $ 0.17 $ 0.22
========= ========= ========= ========= =========
13
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
- --------
The following section presents a discussion and analysis of the Company's
results and operations during the past three fiscal years, and its financial
condition at fiscal year end. Statements that relate to the Company's future
performance, anticipated financial position, or results of operations for any
other future period, are forward-looking statements within the Safe Harbor
Provision of the Private Securities Litigation Reform Act of 1995. Such
statements which are generally indicated by words or phrases such as "plan,"
"estimate," "project," "anticipate," "the Company believes," "management
expects," "currently anticipates," "remains optimistic," and similar phrases are
based on current expectations and involve risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual future results could differ
materially from those anticipated, projected or estimated. The factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in this section, particularly in "Results of Operations," and
"Liquidity and Capital Resources." The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
The following discussion and analysis should be read with the Consolidated
Financial Statements and Notes to Consolidated Financial Statements contained in
this report. (Dollars in thousands except as noted or per share information.)
GENERAL
- -------
The Company operates in one segment consisting of various types of collectibles,
including philatelics and numismatics.
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, including sales under
the exclusive supply contracts between the Company and Afinsa. Afinsa and its
subsidiary Auctentia collectively own approximately 69% of the Company's common
stock. 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.
The aggregate sales for the Company for the years ended June 30, 2004, 2003 and
2002, are shown for the respective years subdivided by source and collectible
type.
For the Years Ended June 30,
-----------------------------------------------------------------------------
(In Thousands, except for percentages)
Percentages
2004 2003 2002 2004 2003 2002
-------- -------- --------- ------- ---- ----
Aggregate Sales $258,383 $118,232 $ 99,224 100% 100% 100%
======== ======== ========
By Source:
A. Auction 58,480 21,310 22,608 24% 18% 23%
B. Sales of Inventory 97,688 89,268 76,616 36% 76% 77%
C. Related Party 102,215 7,654 -- 40% 6% 0%
-------- -------- -------- -------- -------- --------
$258,383 $118,232 $ 99,224 100% 100% 100%
======== ======== ======== ======== ======== ========
By Collectible Type:
A. Philatelics 151,176 23,397 12,239 59% 20% 12%
B. Numismatics 104,328 91,894 77,831 40% 78% 78%
C. Mass Market Collectibles -- -- 1,679 0% 0% 2%
D. Sports Collectibles 2,153 2,796 3,782 1% 2% 4%
E. Art 226 50 40 0% 0% 0%
F. Other Collectibles 500 95 3,653 0% 0% 4%
-------- -------- -------- -------- -------- --------
$258,383 $118,232 $ 99,224 100% 100% 100%
======== ======== ======== ======== ======== ========
14
Total revenues included in the Consolidated Statements of Operations are
comprised of (1) sales of inventory owned by the Company to Afinsa (a related
party), under the exclusive supply contracts, (2) sales of inventory owned by
the Company, exclusive of sales to Afinsa, and (3) 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
0% to 15% 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 following table sets forth, for the periods presented certain data from our
consolidated statements of operations as a percentage of net revenues. The
information contained in the table below should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere in this
report.
Fiscal Year
2004 2003 2002
----------------------------------
Net Revenue 100.0 % 100.0 % 100.0 %
Gross Profit 28.9 14.3 10.9
Operating Expenses
General and Administrative 6.4 5.1 6.8
Salaries and Wages 4.8 5.4 5.5
Marketing 1.4 1.5 1.9
Depreciation and Amortization 0.4 0.6 1.8
Intangible Impairment 0.0 0.0 5.9
----------------------------------
Total Operating Expenses 13.0 12.6 21.9
----------------------------------
Earnings (Loss) from operations 15.9 1.7 (11.0)
Gain on sale of investee 0.0 2.0 --
Interest Income and Expense (net) (0.4) (0.7) (0.9)
Loss from operations of investee -- -- (0.3)
Impairment of investment in investee (0.2) -- --
----------------------------------
Earnings (Loss) before income taxes 15.3 3.0 (12.2)
----------------------------------
Provision for (Benefit from) income taxes 1.5 0.2 4.0
Net Income (Loss) 13.8 % 2.8 % (16.2) %
==================================
Sales of inventory to Afinsa (a related party) represented a significant portion
of the Company's aggregate sales, revenue and gross profit for the year ended
June 30, 2004.
15
Results of Operations Years ended June 30, 2004 and 2003 (Dollars in thousands
except as noted or per share information)
Revenues
- --------------------------------------------------------------------------------------------------------------------
2004 2003
-----------------------------------------------------------------------------------------
Revenues Cost of Gross Gross Revenues Cost of Gross Gross
Goods Sold Profit Profit % Goods Sold Profit Profit %
-----------------------------------------------------------------------------------------
Existing Operations 95,888 82,877 13,011 14% 93,537 82,083 11,454 12%
Expanded Operations 117,002 68,521 48,480 41% 7,654 4,589 3,065 40%
212,890 151,399 61,491 29% 101,191 86,672 14,519 14%
-----------------------------------------------------------------------------------------
For purposes of the above table and the following discussion, "Existing
Operations" refers to those of the Company's businesses that were operational in
the fiscal year ended June 30, 2003, and "Expanded Operations" represents
business that were acquired or developed during the fiscal year ended June 30,
2004; specifically, transactions under the exclusive supply contracts with
Afinsa (a related party), and the operations of the seven European and four U.S.
companies whose businesses were acquired during the most recent fiscal year. See
"Recent Expansion", above.
Revenues:
The Company recorded an increase in total revenues of approximately $111,699
(110%), to approximately $212,890 for the year ended June 30, 2004 from
approximately $101,191 for the year ended June 30, 2003.
Revenues from Existing Operations were $95,888 for the fiscal year ended June
30, 2004, an increase of $2,351 (or 3%) from $93,537 for the fiscal year ended
June 30, 2003.
Revenues attributable to Expanded Operations for the fiscal year ended June 30,
2004 were as follows: $12,225 from the seven European subsidiaries; $2,532 from
the four U.S. subsidiaries; and $102,215 under the exclusive supply contracts
with Afinsa (a related party). The revenue attributable to transactions under
the exclusive supply contracts with Afinsa includes the 10% see provided for
under the contracts.
The Company recognized revenue from sales to Afinsa of $7,654 in the year ended
June 30, 2003. Those revenues, however, were not derived from the exclusive
supply contracts with Afinsa and as such were included in our Existing
Operations last year. In the above table, these revenues are reported as
Expanded Operations for comparative purposes only.
For the year ended June 30, 2004, the total revenue of approximately $212,890
comprised approximately $199,903 of revenue from sales of owned inventory and
approximately $12,987 of commissions resulting from sales of consigned
materials.
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.
Gross profit increased approximately $46,972 (324%), to approximately $61,491
for the year ended June 30, 2004 from approximately $14,519 for the year ended
June 30, 2003. The increased gross profit was the result of an increase in
revenue of $111,699, coupled with an increase in gross profit percentage from
14% for the year ended June 30, 2003 to 29% for the year ended June 30, 2004.
The largest contributing factor to the increase in gross profit percentage was
$102,215 in direct sales to Afinsa (a related party) in the year ended June 30,
2004 under the exclusive supply contracts (part of Expanded Operations).
Exclusive of sales to Afinsa, the gross profit percentage increased from 12% for
the year ended June 30, 2003 to 22% for the year ended June 30, 2004. The
increase, exclusive of sales to Afinsa, was the result of higher gross profit
margins on auction sales of owned stamp inventory, which reflects an improvement
in the quality and pricing of stamp purchases by the Company, as well as, to a
lesser extent, revenue attributable to the operations of the seven European and
four U.S. subsidiaries acquired by the Company during the year ended June 30,
2004 (part of Expanded Operations); this revenue consisted almost entirely of
commissions, with respect to which there is no corresponding cost of goods sold.
The gross profit percentage for sales to Afinsa (a related party) and otherwise
will vary depending on market demand, market conditions and buying opportunities
relative to each type of product being sold, as well as on the proportion of the
revenue mix between sales of merchandise (where the gross profit will be less
than 100%) and commissions earned (where there is no cost of goods sold and
therefore where the gross profit percentage will be 100%.)
16
Operating Expenses:
- -------------------------------------------------------------------------------------------------------------
Existing Expanded Total
Operations Operations Operations
------------------------------------------------ ---------- ----------
2004 2003 Variance Var % 2004 2004
- -------------------------------------------------------------------------------------------------------------
General & Administrative 7,254 5,175 2,079 40% 6,263 13,517
Salaries 6,871 5,457 1,414 26% 3,400 10,271
Marketing 1,730 1,561 169 11% 1,251 2,981
Depreciation & Amortization 454 557 (103) -18% 461 915
--------------------------------------------------------------------------
16,309 12,750 3,559 28% 11,375 27,684
- ----------------------------------------------------------------------------------------------------------
The Company's operating expenses increased approximately $14,934 (117%) during
the year ended June 30, 2004 as compared to the year ended June 30, 2003. Of
this increase, $3,559 (28%) was attributable to Existing Operations, $8,593 was
attributable to the operations of the seven European subsidiaries (part of
Expanded Operations) and $2,784 to the four U.S. subsidiaries (part of Expanded
Operations).
With respect to Existing Operations, general and administrative expenses
increased $2,079 (40%). The increase was due to the following: additional bad
debt expense of approximately $400, $230 relating to the charges for stock
options for services to Afinsa (related party), payments to board members in the
amount of $98, an increase in professional fees in the amount of $618 (largely
due to the acquisitions that were made during the fiscal year as well as
additional costs associated with compliance with the Sarbanes-Oxley Act of
2002), an increase in shareholder's expenses of $149, increased insurance costs
of $40, and expenditures relating to the relocation of a subsidiary's operations
from New York to California, including overlapping expenses and additional
travel costs.
Salaries and wages for Existing Operations increased approximately $1,414 (26%)
for the year ended June 30, 2004. Executive bonuses (which are based on
profitability) increased $725 from the $75 accrued for in the year ended June
30, 2003, to the aggregate amount of $800 for the year ended June 30, 2004.
There was also an increase in general salaries of $689 resulting from an
increase in employees to support increased revenues; severance payments relating
to the relocation of a subsidiary from New York to California; and overlapping
salary payments during the transition.
Of the increase in operating expenses of $3,559 for the Existing Operations,
marketing expenses increased approximately $169 (11%), to $1,730 for the year
ended June 30, 2004 from $1,561 for the year ended June 30, 2003, due to an
additional auction in the year ended June 30, 2004, as well as higher catalog
costs during the year (attributable primarily to the stamp auction held in
November 2003.)
Depreciation and amortization for "existing operations" decreased for the year
ended June 30, 2004 by approximately $103 (18%), as capitalized costs for the
development of the Company `s web site were fully depreciated during the period.
Increased costs for the year ended June 30, 2004 were offset by revenue
increases during the period, holding operating costs as a percentage of
operating revenue at 13% for the fiscal year ended June 30, 2004, the same
percentage as in the fiscal year ended June 30, 2003. As compared to aggregate
sales, the operating costs remained at 11% for both fiscal years ended June 30,
2003 and 2004.
Interest income and expense:
Interest expense (net of interest income) for the year ended June 30, 2004
decreased approximately $15 from the fiscal year ended June 30, 2003, from
approximately $702 to approximately $687. The decrease in net interest expense
was due to increased funding of operations by profits, cash from sale of common
stock to Afinsa (related party) and the attaining of financing at lower interest
rates.
Provision for Income Taxes:
The Company's effective tax rates for the years ended June 30, 2004 and 2003
were approximately 10% and 6%, 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 the utilization of a large percentage of the
available net operating loss carry forwards for U.S Federal income tax purposes.
Future blended tax rates should be higher based on the reduced remaining net
operating loss carry forwards. Our
17
effective tax rate could be adversely affected by several factors, many of which
are outside of our control. Our effective tax rate is directly affected by the
relative proportions of revenue and income before taxes in the various domestic
and international jurisdictions in which we operate. We are also subject to
changing tax laws, regulations and interpretations in multiple jurisdictions in
which we operate. Our effective tax rate can also be influenced by the tax
effects of purchase accounting for acquisitions and non-recurring charges, which
may cause fluctuations between reporting periods.
The realization of the Company's remaining deferred tax assets is dependent on
generating sufficient taxable income in the future to offset the deductibility
of temporary differences generating the deferred tax assets. Accordingly, the
Company believes that it is more likely than not that the results of future
operations will generate sufficient taxable income to realize certain deferred
tax assets. The Company reduced its valuation allowance against these deferred
tax assets which were provided for in prior years. As a result the Company
recorded a deferred tax benefit of approximately $4,880. There was no net
deferred tax expense (benefit) for 2003.
Recent New Jersey tax legislation will provide for the utilization of a portion
of net operating losses for fiscal year 2005 and thereafter.
Net Income (Loss):
The Company's increase in gross profit of approximately $46,972 for the year
ended June 30, 2004 was offset by an increase in operating expenses of $14,934,
a $500 impairment of an investment in GMAI-Asia and income tax expense of
$3,254. Offset by a gain of $2,035 from the sale of investee-related party in
the third quarter of fiscal 2003, there was a net gain of approximately $26,543
for the year ended June 30, 2004 from the year ended June 30, 2003.
Results of Operations Years ended June 30, 2003 and 2002 (Dollars in thousands
except as noted or per share information)
Revenues:
For the year ended June 30, 2003, operating revenues increased by approximately
$20,414 (25%), to approximately $101,191 for the year ended June 30, 2003 from
approximately $80,777 for the year ended June 30, 2002. This increase is almost
exclusively attributable to an increase in sales of owned inventory of
approximately $20,306 (27%), resulting from sales of coins of approximately
$14,063, an increase from the prior year, as well as an increase in stamp
revenue of approximately $4,671. The increase in stamp sales was due to
increased sales to Afinsa (a related party), in the amount of $7,654. The
combined gains from coin and stamps were reduced by $2,652 due to the sale of
the comic and movie poster division in September 2001. For the year ended June
30, 2002, operating revenues contained comic book sales and auctions of $2,650.
Also there was a decrease of $774 due to a softening of the sports market.
Gross profit increased to approximately $14,519 for the year ended June 30, 2003
from approximately $8,811 for the year ended June 30, 2002. This represents an
increase of approximately $5,708 (65%). A significant amount of the increased
gross profit was derived from direct sales of two large specialty collections to
Afinsa (a related party) in the fourth quarter. Additional gross profit from
higher coin sales was approximately $932.
Gross profit percentage increased to 14% for fiscal year ended June 30, 2003
from 11% for the fiscal year ended June 30, 2002. The largest contributing
factor to the increase in gross profit percentage was $7,350 in direct sales of
two large specialty collections to Afinsa (a related party) in the fourth
quarter. Exclusive of sales to Afinsa, the gross profit percentage for fiscal
2003 would have been 12% as compared to 11% for fiscal 2002. The increase was
the result of higher gross profit margins on auction sales of owned stamp
inventory, which reflects an improvement in the quality and pricing of stamp
purchases by the Company.
18
Operating Expenses:
The decrease in total operating expenses (28%), in combination with the revenue
increases (25%) had the effect of decreasing total operating expenses as a
percentage of operating revenue to 13% in the year ended June 30, 2003 from 22%
during the year ended June 30, 2002. The Company recorded expenses relating to
bad debt of $172 and $601 for 2003 and 2002, respectively. Over the past five
years the average ratio of bad debt to aggregate sales was less than 1%. The
Company's aggregate operating expenses, exclusive of cost of merchandise sold,
for the year ended June 30, 2003 was approximately $12,750 compared with
approximately $17,782 for the year ended June 30, 2002, representing a decrease
of approximately $5,032 (28%). Included in the operating loss for the year ended
June 30, 2002 are expenses relating to intangible impairments of $4,741 as
compared to $0 in the year ended June 30, 2003. The intangible impairment
charges were based on future discounted cash flows as further described in the
Company's Critical Accounting Policies. Depreciation and amortization for the
year ended June 30, 2003 exclusive of intangible impairments decreased $859 from
approximately $1,416 in the year ended June 30, 2002 to approximately $557 in
the year ended June 30, 2003. Depreciation decreased $169 and amortization $690
in the year ended June 30, 2003. The reduction of amortization expense is the
result of the Company's adoption of Statement of Financial Accounting Standards
("SFAS") No 142 as of July 1, 2002 which requires that goodwill and intangible
assets with indefinite lives no longer be amortized, but instead be tested for
impairment at least annually. The test conducted for year ended June 30, 2003
resulted in no impairments. G&A expenses decreased approximately $336 in year
ended June 30, 2003 when compared to 2002 in large part due to charges of $209
of service fees for Greg Manning Direct in the year ended June 30, 2002 with $0
in the year ended June 30, 2003. Salaries increased $927 in the year ended June
30, 2003 due in part to an increase in personnel to handle the increase in coin
and stamp inventory and corresponding sales but also in the form of bonuses both
contractual, $413, and discretionary, $215.
Interest income and expense:
Interest expense for the year ended June 30, 2003 increased approximately $38
(5%) to approximately $874, largely due to financing for specific inventory
purchases with the seller. Interest income increased during the year ended June
30, 2003 by approximately $48 (38%). The interest income in the year ended June
30, 2002 was lower due to the write-off of finance charges, which were deemed
uncollectible.
Provision for Income Taxes:
The Company's effective tax rate for the year ended June 30, 2003 and 2002 were
approximately 6% and 33%, respectively. The difference relates to a state tax
expense for 2003 as compared to an increase in the valuation allowance provided
for all deferred tax asset attributes in 2002. This rate may change in future
periods if operating results or acquisition related costs differ significantly
from current projections.
During 2002, both the State of New Jersey and California passed tax legislation,
which, among other things, requires the suspension of the use of state net
operating loss carry-forwards for two years. As a result, there is provision for
state income taxes for the year ended June 30, 2003. In order to compensate for
the suspension of the state net operating losses, the period of availability has
been extended by two years.
Net Income (Loss):
The Company recorded net income for the year ended June 30, 2003 of
approximately $2,823, compared to a loss of approximately $13,177 for the year
ended June 30, 2002, an increase of approximately $16,000 during this period.
The increase in gross profit of approximately $5,708, a reduction of
depreciation and amortization expense, including intangible impairment of
approximately $5,600, the gain on sale of an equity method investee of $2,035 to
Afinsa (a related party) and a reduction in tax expense of $3,051 comprised the
change in net income for the fiscal ended June 30, 2003 as compared to the
fiscal year ended June 30, 2002. The tax expense of $3,243 in the fiscal year
ended June 30, 2002 was the result of an increase in the valuation allowance
provided for all deferred tax asset attributes in 2002.
EUROPEAN MONETARY UNION
- -----------------------
The European Monetary Unit (the "euro") was introduced on January 1, 1999 as a
wholesale currency. The eleven participating European Monetary Union member
countries established fixed conversion rates between their existing currencies
and the euro. The currencies that existed January 1, 1999 continued to be used
as legal tender through January 1, 2002; on July 1, 2002, the existing
currencies were cancelled and euro bills and coins are currently being used for
cash transactions in the participating countries.
19
OFF-BALANCE SHEET ARRANGEMENTS
- ------------------------------
The Company has no off-balance sheet arrangement that has or is reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working Capital
- ---------------
At June 30, 2004, the Company's working capital position was approximately
$48,404, compared to approximately $9,945 as of June 30, 2003. The net increase
of approximately $38,459 was primarily due to the three transactions with
Auctentia that were consummated during the fiscal year (see "Recent Expansion",
above). The acquisition was an exchange of $21,122 in equity for but not limited
to current assets of $5,536 in cash and $10,118 in inventory. Other major
increases to working capital were gains due to an increase in accounts
receivable of both auctions and trade and related-party of $29,224 and an
increase in inventory of $24,945. The Company also reduced its valuation
allowance against certain deferred tax assets and recorded a current deferred
tax asset of approximately $3,800. The major uses of working capital were an
increase in accounts payable of $10,864 for the purchase of inventory, $3,467
for an increase in advances payable - related party, an increase in consignor
payables of $7,919 and an increase in income taxes payable of $7,743.
Operating Activities:
- ---------------------
The Company experienced a positive cash flow from operating activities of
approximately $2,913 for the year ended June 30, 2004 as compared to a negative
cash flow of approximately $1,170 for 2003, a net increase of approximately
$4,083. Inventory purchases resulted in a decrease in cash flow of $20,605 in
2004 and $3,895 in 2003. The large increase in 2004 was due to the purchases of
large collections to fill the requirements of the exclusive supplier agreement
with Afinsa - related party as well as the upcoming philatelic auctions. The
philatelic auctions have progressively been composed of more owned inventory as
opposed to consignments and the overall size of the auctions have increased thus
the larger inventory. Accounts receivable - related party also resulted in a
decrease in cash flow of $26,967 in fiscal 2004 and $4,588 in fiscal 2003,
resulting in a net decrease of $22,379 from fiscal 2003 to fiscal 2004. The
increase in accounts receivable - related party is the result of the exclusive
supply agreements between the Company and Afinsa (a related party).
Additionally, as a result of increased advances to consignors resulting from the
Company's recent expansion, there was a decrease in cash flow in the amount of
$3,251. Increases in cash flow were primarily attributable to taxes payable of
$7,743, accounts payable of $9,688 and payables to third-party consignors in the
amount of $7,918. The increase in payables to third-party consignors was
primarily attributable to philatelic auctions held in May 2004 by the Company's
European subsidiaries Kohler Auktionen and Corinphilia. Overall there was a
positive net change in cash and cash equivalents in 2004 of $14,013.
The Company experienced a negative cash flow from operating activities of
approximately $1,170 for the fiscal year ended June 30, 2003 as compared to a
negative cash flow of approximately $437 for the fiscal year ended June 30,
2002, a decrease of approximately $733. Inventory purchases resulted in a
decrease in cash flow of $3,895 in fiscal 2003 from a positive cash flow of
$2,209 in fiscal 2002. The large difference was due to the purchase of large
collections in the fourth quarter of fiscal 2003 of both coins and philatelics.
Accordingly, because of the inventory purchases there was a positive cash flow
of $5,679 in fiscal 2003 from accounts payable as compared to a negative cash
flow of $72 in fiscal 2002 or a net change of $5,751. Overall there was a
positive change in cash and cash equivalents in fiscal 2003 of $81.
Investing Activities:
- ---------------------
The Company experienced a decrease in cash flow from investing activities for
the year ended June 30, 2004 of approximately of $4,534. This was the result of
purchases of goodwill and other intangible assets due to acquisitions in the
amount of $3,797 (See Notes 2 and 7 to Notes to Consolidated Financial
Statements) and the purchases of property and equipment in the amount of $737,
which was also almost exclusively related to Expanded Operations.
The Company had negative cash flow from investing activities of approximately
$818 for the year ended June 30, 2003, which was mainly comprised of payments
for capital expenditures of $231 and a loan to a related party in the amount of
$600.
Financing Activities:
- ---------------------
In the fiscal year ended June 30, 2004 the Company had a positive cash flow of
$13,703 from financing activities, a net gain of $11,634 from the gain of $2,069
for the fiscal year ended June 30, 2003. Increases in cash flow were from
proceeds from the exercise of options of $2,843, proceeds from issuance of stock
of $5,536 and $6,000 from demand notes payable.
20
On September 8, 2003 the Company exchanged stock for cash ($5,536), in one of
the three transactions with Auctentia (See Note 2 to Notes to Consolidated
Financial Statements). Borrowings under line of credit agreement with PNC Bank
(see Credit and Financing Facilities, below) were $6,000 as of June 30, 2004.
Our future cash flows from the exercise of stock options are difficult to
project as such amounts are a function of both our stock price and the decisions
by employees to exercise stock options. In general, we expect proceeds from
stock option exercises to increase during periods in which our stock price has
increased.
The Company had positive cash flow from financing activities of approximately
$2,069 for the fiscal year ended June 30, 2003. During 2003, the Company had
additional borrowings of $635 from demand notes payable - related party. The
Company also established a new line of credit with Banco Santander Hispano,
S.A., on April 17, 2003 with borrowings of $2,500. These increases were offset
by the repayment of $1,208 relating to notes payable and capital leases.
Additionally there was an increase in cash from the exercise of options of $142.
Under an agreement dated March 15, 2003, GMAI sold all of its then-outstanding
interest in GMAI-Asia to Afinsa for $2,035, consisting of 8,140,000 shares of
GMAI-Asia.com common stock. The proceeds from the sale were used to repay all
amounts then outstanding under GMAI's revolving line of credit with Afinsa.
Credit and Financing Facilities:
- --------------------------------
The Company's Credit and Financing Facilities, which are included in the above
discussion, consist of the following:
On May 28, 2004, the Company entered into an agreement with PNC Bank for a line
of credit not to exceed $10,000. The loan is collaterized by accounts
receivable, consignor advances and inventory, subject to certain limitations.
Borrowings under the line bear interest at the "prime" rate; provided that the
Company has the right, subject to certain conditions, to borrow at a rate equal
to LIBOR plus 2.5% per annum. The credit line expires on May 27, 2005. The
agreement contains other financial agreements and covenants. At June 30, 2004,
the Company had borrowed $6,000 under the facility.
On April 17, 2003, the Company entered into a revolving credit agreement with
Banco Santander Central Hispano, S.A., providing for a credit facility of up to
$2,500. Borrowings under this facility bear interest at a rate of prime plus
..25% per annum. The Company's obligations under the agreement have been
guaranteed by Afinsa. The agreement contains other financial agreements and
covenants, including the requirement that Auctentia maintain at least 43% of all
of the authorized issued and outstanding shares of voting stock of the Company.
As extended, the facility expires on April 12, 2005. At June 30, 2003 and June
30, 2004 GMAI had borrowed $2,500 under this facility.
During the year ended June 30, 2002, the Company obtained a secured loan from a
privately held capital fund in the amount of $4,000 as of June 30, 2004. The
loan is collateralized by inventory and bears interest at the rate of 10% per
annum. The loan is due on June 30, 2005.
The remaining notes payable consist of capital leases and loans payable for the
purchase of equipment bearing interest at rates ranging from 5% to 21%. Total
borrowings outstanding under the leases were $90 and $140 as of June 30, 2004
and 2003, respectively.
As of June 30, 2004, the Company had an aggregate of $12,590 of debt outstanding
under the above credit and financing facilities.
NEED FOR FUTURE LIQUIDITY
- -------------------------
The Company's need for liquidity and working capital may increase as a result of
its continuing business expansion activities. In addition to the need for such
capital to enhance the Company's ability to offer cash advances to a larger
number of potential consignors of property (which is an important aspect of the
marketing of an auction business), the Company may require additional working
capital in the future in order to acquire collectibles for sale in the Company's
business, to expand into sales of other collectibles and to initiate any other
new business activities.
21
CONTRACTUAL OBLIGATIONS
- -----------------------
Our contractual obligations related to non-cancelable operating and capital
leases at June 30, 2004 were as follows:
- --------------------------------------------------------------------------------------------
Payment due by period
---------------------------------------------------------
Less than 1-3 3-5 More than
Total 1 year years years 5 years
---------------------------------------------------------
Demand Notes 12,500 12,500
Long-Term Debt
Capital Lease and Other Debt
Obligations 90 90
Operating Lease Obligations 2,182 927 1,158 97
---------------------------------------------------------
Total 14,772 13,517 1,158 97
- --------------------------------------------------------------------------------------------
AUCTION CYCLES
- --------------
A buyer of auctioned property may be permitted to take possession of the
property before payment is made. Most accounts receivable are collected within
30 to 60 days, which is consistent with business practice in the collectible
markets. For the years ended June 30, 2004 and 2003 the Company's expense
relating to bad debt was approximately $1,620 and $172 respectively. For the
years ended June 30, 2004 and 2003 the Company's history of bad debts has been
less than 1% of revenue.
Because of the nature of the auction business of the Company, there is a
relationship between accounts receivable, advances to consignors, and payable to
consignors. Depending upon the relationship of the balance sheet date to a given
auction sale date and a settlement date for a given auction, these balances
could change substantially from one balance sheet date to another.
In the cycle of any single auction, the effect on the balance sheet and on the
Company's cash flows is significant when compared to the total assets of the
Company.
The cycle for a single auction begins with consignors contracting with the
Company to sell their property at auction. Typically these contracts are signed
from 8 to 16 weeks in advance of the auction sale date. No entry is made on the
balance sheet of the Company when the Company receives the property for auction
or when a contract for the consignment to the auction is signed. Since the
contract for the sale of the property is for services not yet rendered, there is
no financial statement impact.
At the time of the consignment, or any time thereafter until the auction sale
date, the consignor may request a cash advance which is a prepaid portion of the
prices to be realized of the property irrevocably committed to be sold in the
auction. The cash advance takes the form of a self-liquidating, secured loan to
the consignor, using the property consigned as collateral. Cash advances to
consignors are often used as a marketing tool in order to obtain property for a
sale. When the cash advance is made, there is an increase of the accounts of the
Company in cash advances to consignors, and simultaneously, there is a
corresponding decrease in cash.
Approximately 6 weeks after the auction date, often referred to as the
settlement date, the payables to consignors decrease to zero as all the
consignors are paid and the Company withholds a portion of the amounts due the
consignor for the sale of the property as an offset to repay the principal
amount and the accrued interest on the cash advances to consignors (or loans to
consignors), and there is a decrease in cash, corresponding to the net amount
paid to the consignors.
The entire cycle for a single auction typically is about 14 to 22 weeks in
duration. Because of the high level of activity in the Company, single auction
cycles do not occur in series, with the next cycle beginning immediately after
the previous cycle ends. Rather, single auction cycles occur in parallel. For
example, when a certain cycle ends, a second cycle may be at the midpoint, while
yet a third cycle is just beginning. Depending upon the relative values of the
property consigned to each sale in the three cycles in this example, and
depending upon the demand for auction advances in each of the cycles, the
cumulative effect on the balance sheet, and particularly the current assets and
current liabilities and the Company's cash flows, is very significant.
INFLATION
- ---------
The effect of inflation on the Company has not been significant during the last
three fiscal years.
22
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The Company's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States ("GAAP"). The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
The Company believes that the estimates, judgments and assumptions upon which
the Company relies are reasonable based upon information available to us at the
time that these estimates, judgments and assumptions are made. To the extent
there are material differences between these estimates, judgments or assumptions
and actual results, our financial statements will be affected.
The significant accounting policies that the Company believes are the most
critical to aid in fully understanding and evaluating our reported financial
results include the following:
o Revenue Recognition
o Allowances for Doubtful Accounts and Sales Returns
o Inventory Valuation and Classification
o Goodwill and Intangible Assets
o Accounting for Income Taxes
In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management's judgment in its
application. There are also areas in which management's judgment in selecting
among available alternatives would not produce a materially different result.
Our senior management has reviewed the Company's critical accounting policies
and related disclosures with our Audit Committee. See Notes to Consolidated
Financial Statements, which contain additional information regarding our
accounting policies and other disclosures required by GAAP.
REVENUE RECOGNITION
- -------------------
The Company derives revenues from two primary sources:
1. Private Treaty Sales:
Private treaty sales represent sales of consigned property and sales of owned
inventory which includes sales to Afinsa (related party) pursuant to the
exclusive supplier agreement as further described in Item 1 (Description of
Business and Recent Expansion).
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.
2. Auction Revenue:
Revenue is recognized when 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.
23
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.
ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
- --------------------------------------------------
The Company makes judgments as to our ability to collect outstanding auction and
consignor advances receivables and provides allowances for the portion of
receivables when collection becomes doubtful. Provisions are made based upon a
specific review of all significant outstanding invoices. The Company
continuously monitors payments from its customers and maintains allowances for
doubtful accounts for estimated losses in the period they become known.
The Company frequently extends trade credit in connection with its auction
sales, which are held throughout the United States. The Company evaluates each
customer's creditworthiness on a case-by-case basis; generally the customers who
receive trade credit are professional dealers who have regularly purchased
property at the Company's auctions or whose reputation within the industry is
known and respected by the Company.
In situations where trade credit is extended, the purchaser generally takes
possession of the property before payment is made by the purchaser to the
Company, and the Company is liable to the consignor for the net sales proceeds
(auction hammer price less commission to the Company). The Company pays the
consignor generally no later than the 45th day after the sale, and when trade
credit is extended, the Company assumes all risk of loss associated with the
trade credit, and the responsibility of collection of the trade credit amount
from the purchaser. Losses to date under these situations have not been
material.
Certain sales of inventory owned by the Company are made with extended payment
terms (up to twelve months). Certain assets held by the Company collateralize
these receivables.
If the historical data the Company uses to calculate the allowance provided for
doubtful accounts does not reflect the future ability to collect outstanding
receivables, additional provisions for doubtful accounts may be needed and the
future results of operations could be materially affected. In recording any
additional allowances, a respective charge against income is reflected in the
general and administrative expenses, and would reduce our operating results in
the period in which the increase is recorded.
INVENTORY VALUATION AND CLASSIFICATION
- --------------------------------------
Inventories are stated at the lower of cost or market ("LCM"), which reflects
management's estimates of net realizable value. Inventories are accounted for
under the specific identification method. In instances where bulk purchases are
made, the cost allocation is based on the estimated market values of the
respective goods. The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has declined in value and incurs a
charge to operations for such declines. The Company records write-downs based on
two methodologies; specific write-downs on certain items based on declines in
the marketplace, and estimated write-downs based on a percentage of the
inventory aging by category type, unless the Company implores a marketing
strategy to sell goods over time. If actual market conditions are less favorable
than those projected by management and the Company's estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required. Increases in write-downs and adjustments are recorded
in the period in which they are identified and a resulting charge to cost of
merchandise sold is recorded which would reduce our operating results in the
period in which the increase is recorded.
In certain instances, the Company holds inventory for a period of time in excess
of one year, which is generally based on a marketing strategy to sell
collectibles over time in order to avoid flooding the marketplace. Inventories,
which are not expected to be sold within one year, are classified with other
Non-Current Assets in the Consolidated Balance Sheets in the accompanying
consolidated financial statements.
INTANGIBLE ASSETS
- -----------------
Goodwill
- --------
Goodwill primarily includes the excess purchase price paid over the fair value
of net assets acquired. Effective July 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible
Assets". Under
24
SFAS 142, the Company ceased amortization of goodwill and tests its goodwill on
an annual basis using a two-step fair value based test.
The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. Management has
determined that it operates as one reporting unit and therefore assesses
goodwill for impairment on an enterprise -wide basis. Management evaluates the
recoverability of goodwill using the Company's market capitalization, which
determines if the carrying value of goodwill is impaired. If impairment is
determined, the Company will recognize additional charges to operating expenses
in the period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.
Prior to the adoption of SFAS 142 on July 1, 2002, the Company amortized
goodwill over its estimated useful life and evaluated goodwill for impairment in
conjunction with its other long-lived assets.
Other Intangible Assets
- -----------------------
Other purchased intangibles consisting of trademarks and customer lists,
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over
the remaining useful lives.
The Company records impairment losses on other intangible assets when events and
circumstances indicate that such assets might be impaired and the estimated fair
value of the asset is less than its recorded amount in accordance with SFAS No
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The
Company reviews the value of its long-lived assets for impairment whenever
events or changes in business circumstances indicate that the carrying amount of
the assets may not be fully recoverable or that the useful lives of these assets
are no longer appropriate. Conditions that would necessitate an impairment
assessment include material adverse changes in operations, significant adverse
differences in actual results in comparison with initial valuation forecasts
prepared at the time of acquisition, a decision to abandon certain acquired
products, services or marketplaces, or other significant adverse changes that
would indicate the carrying amount of the recorded asset might not be
recoverable.
Annually, the Company performs this analysis with assistance from an independent
valuation expert. The Company evaluates the recoverability of other purchased
intangibles using undiscounted cash flows whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In
performing these analyses uses the best information available in the
circumstances including reasonable and supportable assumptions and projections.
INCOME TAXES
- ------------
As part of the process of preparing consolidated financial statements, the
Company is required to estimate income taxes in each of the jurisdictions in
which it operates. Significant judgment is required in determining the income
tax expense provision. The Company recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. The Company
assesses the likelihood of our deferred tax assets being recovered from future
taxable income. The Company then provides a valuation allowance for deferred tax
assets for which the Company does not consider realization of such assets to be
more likely than not. While the Company has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the valuation
allowance, there is no assurance that the valuation allowance would not need to
be increased in the future to cover additional deferred tax assets that may not
be realizable. Any change in the valuation allowance could have a material
impact on net income in the period in which such determination is made.
New Accounting Pronouncements
- -----------------------------
Refer to Note 1 in the accompanying consolidated financial statements.
25
Safe Harbor Statement
- ---------------------
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 Although the Company's results of operations for the years ended
June 30, 2003 and 2004 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 Afinsa (a related
party). A decrease in the level of sales to Afinsa, or the
termination of the supply agreements with Afinsa (see "Recent
Expansion", above) could have a material adverse effect on the
Company. There is no minimum level of sales provided for under the
supply agreements with Afinsa, and the agreements may be terminated
upon six month's notice by either party.
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 the Company has not generally experienced a lack of
collectibles that has prevented it 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., Robert A. Siegel, 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 and Sotheby's. With respect
to coin operations, the main competitors are Heritage and Stacks.
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 Auctentia and Afinsa currently beneficially own approximately 69% 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.
26
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 prior to March 2005. All other registerable
Company common stock owned by Auctentia 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 combining the operations of GMAI and the
European subsidiaries are complicated by the necessity of
coordinating geographically separated organizations.
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. The Internet
Freedom Tax Act expired in November 2003. Federal legislation which
would extend the Act is currently pending.
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 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
27
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.
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.
o 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 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
Accountant
o Our effective tax rate could be adversely affected by several
factors, many of which are outside of our control. Our effective tax
rate is directly affected by the relative proportions of revenue and
income before taxes in the various domestic and international
jurisdictions in which we operate. We are also subject to changing
tax laws, regulations and interpretations in multiple jurisdictions
in which we operate. Our effective tax rate can also be influenced
by the tax effects of purchase accounting for acquisitions and
non-recurring charges, which may cause fluctuations between
reporting periods.
This list should not be considered an exhaustive statement of all potential
risks and uncertainties.
28
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not believe that it is exposed to significant market risk
through interest rate risks, foreign currency exchange risks, commodity price
risks or other similar market risks. The Company's interest rates are generally
market-based. In addition, because its business is operated primarily in the
United States of America, its transactions are executed in U.S. dollars.
The Company will assess the significance of interest rate, exchange rate and
other market risk on a periodic basis and will implement strategies to manage
risk as appropriate.
29
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of the Company, together with the report of independent
accountants thereon, are presented under this Item 8:
INDEX
Page
----
Report of Independent Registered Pubic Accounting Firm...............31
Consolidated Statements of Operations - Years ended
June 30, 2004, 2003 and 2002.........................................32
Consolidated Balance Sheets - June 30, 2004 and 2003.................33
Consolidated Statement of Stockholders' Equity and
Comprehensive Income (Loss) - Years ended June 30, 2004,
2003 and 2002........................................................34
Consolidated Statements of Cash Flows - Years ended
June 30, 2004, 2003 and 2002.........................................36
Notes to Consolidated Financial Statements...........................37
30
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Greg Manning Auctions, Inc.
We have audited the consolidated balance sheets of Greg Manning Auctions, Inc.,
and subsidiaries as of June 30, 2004 and 2003, and the related consolidated
statements of operations, stockholders' equity, comprehensive income (loss), and
cash flows for each of the three years in the period ended June 30, 2004. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Greg Manning
Auctions, Inc. and its Subsidiaries as of June 30, 2004 and 2003, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 2004, in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, in 2003 the
Company changed its method of accounting for goodwill.
We have also audited the consolidated financial statement schedule listed in the
Index at Item 15(a), Schedule II for each of the three years in the period ended
June 30, 2004. In our opinion, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
/s/ Amper, Politziner & Mattia P.C.
September 7, 2004
Edison, New Jersey
31
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Operations
For the Years Ended June 30,
(amounts in thousands except per share data)
2004 2003 2002
--------- --------- ---------
Operating revenues
Sales of inventory $ 97,688 $ 89,268 $ 76,616
Sales of inventory - related party 102,215 7,654 --
Commissions earned 12,987 4,269 4,161
--------- --------- ---------
Total revenues 212,890 101,191 80,777
Cost of merchandise sold 151,399 86,672 71,966
--------- --------- ---------
Gross profit 61,491 14,519 8,811
Operating expenses
General and administrative 13,517 5,175 5,517
Salaries and wages 10,271 5,457 4,530
Marketing 2,981 1,561 1,578
Depreciation and amortization 915 557 1,416
Intangible impairment -- -- 4,741
--------- --------- ---------
Total operating expenses 27,684 12,750 17,782
--------- --------- ---------
Operating income (loss) 33,807 1,769 (8,971)
Other income (expense)
Gain on sale of investee - related party -- 2,035 --
Realized loss on sale of marketable securities -- (87) --
Interest income 259 172 124
Interest expense (946) (874) (837)
Impairment from investment in investee (500) -- --
Loss from operations of investee -- -- (250)
--------- --------- ---------
Earnings (loss) before income taxes 32,620 3,015 (9,934)
Provision for income taxes 3,254 192 3,243
--------- --------- ---------
Net income (loss) $ 29,366 $ 2,823 $ (13,177)
========= ========= =========
Basic earnings (loss) per share:
Weighted average shares outstanding 23,985 12,739 12,469
========= ========= =========
Basic earnings (loss) per share $ 1.22 $ 0.22 $ (1.06)
========= ========= =========
Diluted earnings (loss) per share:
Weighted average shares outstanding 25,787 12,816 12,469
========= ========= =========
Diluted earnings (loss) per share $ 1.14 $ 0.22 $ (1.06)
========= ========= =========
See accompanying notes to consolidated financial statements
32
GREG MANNING AUCTIONS, INC.
Consolidated Balance Sheets
For the Years Ended June 30,
(amounts in thousands except per share data)
2004 2003
--------- ---------
Assets
------
Current Assets
Cash and Cash Equivalents $ 16,263 $ 2,250
Accounts Receivable, Net;
Auctions and Trade 14,086 7,948
Related Party 27,674 4,588
Advances to Consignors 4,032 781
Inventory 40,816 15,871
Deferred Tax Asset 3,821 --
Prepaid Expenses 674 1,177
--------- ---------
Total Current Assets 107,366 32,615
Property and Equipment, Net 1,936 744
Goodwill, Net 9,163 1,516
Other Purchased Intangibles, Net 1,898 943
Marketable Securities 186 49
Investment in Investees -- 500
Other Non-Current Assets
Loans Receivable Related Party 600 600
Inventory 7,336 850
Deferred Tax Asset 1,959 --
Other 240 90
--------- ---------
Total Assets $ 130,684 $ 37,907
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Demand Notes Payable - Bank $ 8,500 $ 2,500
Notes Payable and Capital Leases 4,090 4,522
Payable to Third Party Consignors 10,387 2,468
Accounts Payable 20,605 9,741
Accrued Expenses and Other Current Liabilities 4,170 2,612
Income Taxes Payable 7,743 --
Advances Payable - Related Party 3,467 --
Advances Payable -- 827
--------- ---------
Total Current Liabilities 58,962 22,670
Notes Payable and Capital Leases - Long Term -- 43
--------- ---------
Total Liabilities 58,962 22,713
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, 2004 - 27,716 shares, Outstanding - 27,348 shares 277 134
Issued June 30, 2003 - 13,417 shares, Outstanding - 13,049 shares
Additional paid in capital 71,431 46,480
Accumulated Other Comprehensive Income (Loss) 1,832 (236)
Retained Earnings (Accumulated Deficit) 730 (28,636)
Treasury stock, at cost
368 shares at June 30, 2004 and 2003 (2,548) (2,548)
--------- ---------
Total Stockholders' Equity 71,722 15,194
--------- ---------
Total Liabilities and Stockholders' Equity $ 130,684 $ 37,907
========= =========
See accompanying notes to consolidated financial statements
33
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
July 1, 2001 to June 30, 2004
(amounts in thousands except per share data)
Accumulated
Other
Common Stock Additional Comprehensive Total
-------------------- Paid-In Income Accumulated Treasury Stockholders'
Shares $ Capital (Loss) Deficit Stock Equity
------- -------- --------- ------------- ----------- -------- -------------
Balance June 30, 2001 11,987 $ 120 $ 44,252 $ (143) $(18,282) $ (2,548) $ 23,399
Common shares issued
for services 110 1 208 209
Common shares sold for cash 975 9 1,931 1,940
Stock options issued for
services 256 256
Unrealized loss from
marketable securities,
net of tax (71) (71)
Deferred tax assets
valuation allowance (805) (95) (900)
Net loss - June 30, 2002 (13,177) (13,177)
-------- -------- -------- -------- -------- -------- --------
Balance June 30, 2002 13,072 $ 130 $ 45,842 $ (309) $(31,459) $ (2,548) $ 11,656
======== ======== ======== ======== ======== ======== ========
Balance June 30, 2002 13,072 $ 130 $ 45,842 $ (309) $(31,459) $ (2,548) $ 11,656
Options exercised 102 1 141 142
Stock issued in connection with 243 3 497 500
investment in GMAI-Asia.com
Unrealized loss from
marketable securities,
net of tax 73 73
Net income - June 30, 2003 2,823 2,823
-------- -------- -------- -------- -------- -------- --------
Balance June 30, 2003 13,417 $ 134 $ 46,480 $ (236) $(28,636) $ (2,548) $ 15,194
======== ======== ======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements
34
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
July 1, 2001 to June 30, 2004
(amounts in thousands except per share data)
Accumulated
Other Retained
Common Stock Additional Comprehensive Earnings Total
------------------- Paid-In Income (Accumulated Treasury Stockholders'
Shares $ Capital (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
Exercise of stock options 1,299 13 2,829 2,842
Deferred Tax Asset - Reduction in 900 900
Valuation Allowance
Translation adjustment 1,931 1,931
Options issued for services and
other-Afinsa (Note 12) 230 230
Unrealized gain from
Marketable Securities,
net of tax 137 137
Net income - June 30, 2004 29,366 29,366
-------- -------- -------- -------- -------- -------- --------
Balance June 30, 2004 27,716 $ 277 $ 71,431 $ 1,832 $ 730 $ (2,548) $ 71,722
======== ======== ======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements
35
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Cash Flows
June 30
(In thousands except per share data)
2004 2003 2002
-------- -------- --------
Cash flows from operating activities:
Net Income (Loss) $ 29,366 $ 2,823 $(13,177)
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 915 557 1,416
Intangible impairment -- -- 4,741
Provision for bad debts 942 172 601
Provision for inventory reserve 774 -- (468)
Options issued for services - related party 230 -- --
Common Stock issued for services -- -- 209
Realized Loss on sale of marketable securities -- 87 --
Impairment of investment in investee 500 -- --
Equity in loss (income) of equity method investees -- -- 250
Gains from sale of investee-related party -- (2,035) --
Deferred tax (benefit) expense (4,880) -- 3,243
(Increase) decrease in assets: (net of acquisition amounts)
Accounts receivable - Trade (1,339) (1,140) 982
Accounts receivable - Related Party (26,967) (4,588) --
Advances to consignors (3,251) 383 (324)
Inventory (22,153) (3,895) 2,209
Prepaid expenses and deposits 192 (798) 200
Other assets (131) 135 (70)
Increase (decrease) in liabilities: (net of acquisition amounts)
Payable to third-party consignors 7,918 (477) 235
Accounts payable 9,688 5,679 (72)
Accrued expenses and other liabilities 726 1,100 (322)
Advances payable - related party 3,467 -- --
Advances Payable (827) 827 --
Income taxes payable 7,743 -- --
Advance from Related Party -- -- (90)
-------- -------- --------
2,913 (1,170) (437)
Cash flows from investing activities:
Capital expenditures for property and equipment (737) (231) (131)
Purchase of Intangible Assets - Acquisitions (3,797) -- --
Loans Receivable Related Party -- (600) --
Investment in investee -- -- (250)
Proceeds from sale of marketable securities -- 13 --
-------- -------- --------
(4,534) (818) (381)
Cash flows from financing activities:
Net proceeds from (repayment of) demand notes payable 6,000 2,500 --
Proceeds from demand notes payable - related party -- 635 1,400
Repayment of demand notes payable (676) (1,135) (7,900)
Proceeds from issuance of notes payable -- -- 5,450
Net proceeds from (repayment of) loans and loans payable -- (73) (61)
Proceeds from exercise of options 2,843 142 --
Proceesd from issuance of stock - Afinsa 5,536 -- --
Proceeds from sale of common stock (net of expenses) -- -- 1,940
-------- -------- --------
13,703 2,069 829
Effect of exchange rates 1,931 -- --
Net change in cash and cash equivalents 14,013 81 11
Cash and cash equivalents:
Beginning of period 2,250 2,169 2,158
-------- -------- --------
End of period $ 16,263 $ 2,250 $ 2,169
======== ======== ========
See accompanying notes to consolidated financial statements
36
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
Description of Business
- -----------------------
Greg Manning Auctions, Inc. (GMAI), together with its operating subsidiaries
(wholly owned unless otherwise indicated), Ivy and Manning (formerly Mader)
Philatelic Auctions, Greg Manning Galleries, Greg Manning Nutmeg Auctions,
(d/b/a Nutmeg Stamp Sales), Teletrade, Spectrum Numismatics International, North
American Certified Trading, Kensington Associates, Superior Sports Auctions,
Bowers & Merena Galleries, Kingswood Coin Auctions, Corinphila Auktionen (65%
owned by GMAI), Heinrich Kohler Berliner Briefmarken-Auktionen (66.67% owned by
GMAI), Heinrich Kohler Auktionshaus, Heinrich Kohler Briefmarkenhandel, Heinrich
Kohler Verwaltungs, Auctentia Deutschland, Auctentia Subastas and GMAI Auctentia
Central de Compras (CdC) (collectively, the Company), is a traditional and
e-commerce - Internet, interactive telephone, and Internet and live simulcast -
auctioneer and merchant/dealer of collectibles, including rare stamps, stamp
collections and stocks, coins, sports trading cards and memorabilia, and fine
art. The Company conducts both in-person event auctions and electronic auctions
via the Internet and touch-tone telephone.
Afinsa Bienes Tangibles, S.A. (Afinsa) owns 100% of the outstanding stock of
Auctentia, S.L. (Auctentia). At June 30, 2004 and 2003, Afinsa and Auctentia
collectively beneficially owned approximately 69% and 43%, respectively, of the
Company's outstanding common stock at June 30, 2004 and 2003.
The Company is a party to separate supply agreements with Afinsa, dated August
1, 2003, as amended, pursuant to which the Company and CdC act as exclusive
suppliers of collectibles - primarily stamps and coins - for Afinsa on a
worldwide basis, with GMAI acting in the United States and Hong Kong, and CdC
acting in all other geographic locations. Afinsa is engaged, among other things,
in commercial and trading activities involving tangible investment products
throughout Europe. As amended, the supply agreements have a ten-year term,
terminable by either party upon six months' notice. In addition to paying the
purchase price for the goods sold under the contracts, Afinsa pays to the
Company an amount equal to 10% of the aggregate purchase price of all such goods
sold.
As a result of transactions under the supply agreements, for the year ended June
30, 2004 Afinsa was the Company's significant customer, accounting for $102,215
or 48% of revenues for the period. Transactions under the supply agreements have
had a significant effect on the business, financial condition and results of
operations of the Company.
See Notes 2 and 12 for additional information.
Principles of Consolidation
- ---------------------------
The consolidated financial statements of the Company include the accounts of its
wholly and majority owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation.
Revenue Recognition
- -------------------
The Company accounts for revenue recognition in accordance with Staff Accounting
Bulletin No. 101 and No. 104, ("SAB No.'s 101/104"), 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. Private Treaty Sales:
Private treaty sales represent sales of consigned property and sales of owned
inventory which include sales to Afinsa (related party) pursuant to the
exclusive supplier agreement as further described above (Description of
Business).
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.
37
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
Revenue Recognition (continued)
- -------------------------------
Private treaty sales of owned inventory occur when the Company sells its goods
directly to a customer. 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.
2. Auction Revenue:
Revenue is recognized when the 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.
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.
Use of Estimates
- ----------------
The preparation of consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Concentration of Credit Risk
- ----------------------------
The Company frequently extends trade credit in connection with its auction
sales, which are held throughout the United States. The Company evaluates each
customer's creditworthiness on a case-by-case basis; generally the customers who
receive trade credit are professional dealers who have regularly purchased
property at the Company's auctions or whose reputation within the industry is
known and respected by the Company. The Company makes judgments as to the
ability to collect outstanding auction and consignor advances receivables and
provides allowances for the portion of receivables when collection becomes
doubtful. Provisions are made based upon a specific review of all significant
outstanding invoices. The Company continuously monitors payments from its
customers and maintains allowances for doubtful accounts for estimated losses in
the period they become known.
In situations where trade credit is extended, the purchaser generally takes
possession of the property before payment is made by the purchaser to the
Company, and the Company is liable to the consignor for the net sales proceeds
(auction hammer price less commission to the Company). The Company pays the
consignor generally no later than the 45th day after the sale, and when trade
credit is extended, the Company assumes all risk of loss associated with the
trade credit, and the responsibility of collection of the trade credit amount
from the purchaser. Losses to date under these situations have not been
material.
Certain sales of inventory owned by the Company are made with extended payment
terms (up to twelve months). Certain assets held by the Company collateralize
these receivables.
38
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
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).
Foreign currency transaction gains and losses are included in the accompanying
Statements of Operations.
Cash Equivalents and Concentration of Cash
- ------------------------------------------
The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. The Company maintains its cash with
high quality financial institutions, located primarily in the United States and
Spain. To the extent that such cash exceeds the maximum insurance levels, the
Company is uninsured. The Company has not experienced any losses in such
accounts.
Inventories
- -----------
Inventories are stated at the lower of cost or market ("LCM"), which reflects
management's estimates of net realizable value. Inventories are accounted for
under the specific identification method. In instances where bulk purchases are
made, the cost allocation is based on the estimated market values of the
respective goods. The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has declined in value and incurs a
charge to operations for such declines. The Company records write-downs based on
two methodologies; specific write-downs on certain items based on declines in
the marketplace, and estimated write-downs based on a percentage of the
inventory aging by category type, unless the Company implores a marketing
strategy to sell goods over time. If actual market conditions are less favorable
than those projected by management and the Company's estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required.
In certain instances, the Company holds inventory for a period of time in excess
of one year, which is generally based on a marketing strategy to sell
collectibles over time in order to avoid flooding the marketplace. Inventories,
which are not expected to be sold within one year, are classified with other
Non-Current Assets in the Consolidated Balance Sheets in the accompanying
consolidated financial statements.
The Company has agreements with certain suppliers to share the net profits or
losses attributable to the sale of specific items of inventory. As of June 30,
2004 and 2003 the amount of inventories subject to these arrangements was
approximately $9,144 and $7,600, respectively, which is included in Inventory in
the accompanying Consolidated Balance Sheets.
Property and Equipment
- ----------------------
Property and equipment are carried at cost. Depreciation is computed using the
straight-line method. When assets are retired or otherwise disposed of, the cost
and related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is recognized in results of operations for the period.
Leasehold improvements are amortized over the shorter of the estimated useful
lives or the remaining life of the lease, which is generally 5 years. Equipment,
furniture and fixtures, and vehicles are amortized over a period of generally 5
years or less. Properties under capital leases are amortized over the life of
the lease, which are normally three to five years. The cost of repairs and
maintenance is charged to operations as incurred.
39
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
Acquisitions
- ------------
In the year ended June 30, 2004, the Company completed three acquisitions, as
further described in Note 2. In these acquisitions, the purchase price of the
acquired business was allocated to the assets acquired and liabilities assumed
at their fair values on the date of the acquisition. The fair values of these
items were based upon management's estimates. Certain of the acquired assets
were intangible in nature, including trademarks and customer lists. The excess
purchase price over the amounts allocated to the assets is recorded as goodwill.
All such valuation methodologies, including the determination of subsequent
amortization periods, involve significant judgments and estimates. Different
assumptions and subsequent actual events could yield materially different
results.
Goodwill
- --------
Goodwill primarily includes the excess purchase price paid over the fair value
of net assets acquired. Effective July 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible
Assets". Under SFAS 142, the Company ceased amortization of goodwill and tests
its goodwill on an annual basis using a two-step fair value based test.
The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. Management has
determined that it operates as one reporting unit and therefore assesses
goodwill for impairment on an enterprise -wide basis. Management evaluates the
recoverability of goodwill using the Company's market capitalization, which
determines if the carrying value of goodwill is impaired. If impairment is
determined, the Company will recognize additional charges to operating expenses
in the period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.
Prior to the adoption of SFAS 142 on July 1, 2002, the Company amortized
goodwill over its estimated useful life and evaluated goodwill for impairment in
conjunction with its other long-lived assets.
Other Intangible Assets
- -----------------------
Other purchased intangibles consisting of trademarks and customer list,
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over
the remaining useful lives. (The Company records impairment losses on other
intangible assets when events and circumstances indicate that such assets might
be impaired and the estimated fair value of the asset is less than its recorded
amount in accordance with SFAS No 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The Company reviews the value of its long-lived
assets for impairment whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully recoverable or
that the useful lives of these assets are no longer appropriate. Conditions that
would necessitate an impairment assessment include material adverse changes in
operations, significant adverse differences in actual results in comparison with
initial valuation forecasts prepared at the time of acquisition, a decision to
abandon certain acquired products, services or marketplaces, or other
significant adverse changes that would indicate the carrying amount of the
recorded asset might not be recoverable.
Annually, the Company performs this analysis with assistance from an independent
valuation expert. The Company evaluates the recoverability of other purchased
intangibles using undiscounted cash flows whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In
performing these analyses uses the best information available in the
circumstances including reasonable and supportable assumptions and projections.
Investments in Marketable Securities
- ------------------------------------
The Company accounts for marketable securities pursuant to the SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities". Under this
Statement, the Company's marketable securities with a readily determinable fair
value have been classified as available for sale and are carried at fair value
with an offsetting adjustment to Stockholders' Equity. Net unrealized gains and
losses on marketable securities are credited or charged to a separate component
of Stockholders' Equity, net of tax.
40
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
Investments in Investee
- -----------------------
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.
For the years ended June 30, 2004 and 2003 the Company's investments were
accounted for under the cost method of accounting. For the year ended June 30,
2002, the Company's investments were accounted for under the equity method of
accounting.
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.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and cash
equivalents, accounts receivable and accounts payable approximated fair value as
of June 30, 2004 and 2003 because of the relative short maturity of these
instruments. The carrying value of notes receivable, demand notes payable to
bank and loans payable approximated fair value at June 30, 2004 and 2003 based
upon quoted market prices for the same or similar instruments.
Stock-Based Compensation
- ------------------------
The Company accounts for stock options in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation," ("SFAS 123"), which allows companies
an option to either record compensation expense based on the fair value of stock
options granted, as determined by using an option valuation model, or to
continue following the accounting guidance of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for
its stock options and other stock-based employee awards. Because the Company has
elected this treatment, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," ("SFAS No. 123") and Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
Transition and Disclosure," ("SFAS No. 148") require disclosure of pro forma
information which provides the effects on net income (loss) and net income
(loss) per share as if the Company had accounted for its employee stock awards
under the fair value method prescribed by SFAS 123. Under APB No. 25,
compensation cost for stock options is measured as the excess, if any, of the
market price of the Company's stock at the date of the grant over the amount an
employee must pay to acquire the stock. 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:
41
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
Stock-Based Compensation (continued)
- ------------------------------------
June 30,
------------------------------------------------
2004 2003 2002
Net income (loss) as reported $ 29,366 $ 2,823 $ (13,177)
Deduct:
Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effects (2,214) (1,333) (1,998)
----------- -------- ----------
Pro forma net income (loss) $ 27,152 $ 1,490 $ (15,175)
=========== ======== ==========
Net income (loss) per share:
Basic earnings (loss) per share - as
reported $ 1.22 $ .22 $ (1.06)
=========== ======== ==========
Basic earnings (loss) per share - proforma $ 1.13 $ .12 $ (1.22)
=========== ======== ==========
Net income (loss) per share:
Diluted earnings (loss) per share - as
reported $ 1.14 $ .22 $ (1.06)
=========== ======== ==========
Diluted earnings (loss) per share -
proforma $ 1.05 $ .12 $ (1.22)
=========== ======== ==========
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 2004, 2003 and 2002, respectively; risk-free interest rates of
4.0%, 5.0% and 5.1%; dividend yields of 0%; volatility factors of the expected
market price of the Company's common stock of 76%; and weighted-average expected
life of the option of five years for 2004, 2003 and 2002. There was no
compensation expense recorded from employee stock options for the years ended
June 30, 2004, 2003 and 2002.
The Company accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123 and the EITF Issue No. 96-18, "Accounting for Equity
Instruments that are Issued to other than Employees for Acquiring, or in
Conjunction with Selling Goods or Services".
Advertising Costs
- -----------------
Advertising and catalogue costs are included in marketing costs and are expensed
as incurred, which occurs in the same quarter that the related auction takes
place. As a result, assets of the Company do not include any of these costs.
Such expenses for the years ended June 30, 2004, 2003 and 2002 were
approximately $3,037, $1,166 and $1,370, respectively.
Income Taxes
- ------------
The Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.
42
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
Income Taxes (continued)
- ------------------------
Realization of a deferred tax asset is dependent on generating future taxable
income. During the fiscal years ended June 30, 2002 and 2003 the Company
provided a valuation allowance against deferred tax assets since we believed at
the time that enough uncertainty existed regarding the realizability of our
deferred tax assets. However, because of the current and expected future results
of the Company, we have concluded that a certain portion of the valuation
allowance against the deferred tax assets is no longer necessary, and have
accordingly reduced the allowance against the provision for taxes in the fiscal
year ended June 30, 2004, as further discussed in Note 9.
Earnings (loss) per share
- -------------------------
Basic earnings (loss) per share are computed by dividing income (loss) available
to common shareholders by the weighted-average number of common shares
outstanding during the period. Diluted earnings (loss) per share is computed by
dividing income (loss) 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 (loss) per share by
application of the treasury stock method.
The following table sets forth the computations of basic earnings (loss) per
share and diluted earnings (loss) per share:
2004 2003 2002
-------- -------- --------
Years ended June 30,
Numerator:
Net Income (Loss) $ 29,366 $ 2,823 $(13,177)
======== ======== ========
Denominator:
Weighted average common
shares outstanding 23,985 12,739 12,469
Earnings (Loss) per share - Basic $ 1.22 $ 0.22 $ (1.06)
======== ======== ========
Denominator:
Weighted average common
shares outstanding 23,985 12,739 12,469
Common share equivalents
of outstanding stock options
and warrants 1,802 77 --
-------- -------- --------
Total Shares 25,787 12,816 12,469
Earnings (Loss) per share - Diluted $ 1.14 $ 0.22 $ (1.06)
======== ======== ========
Common share equivalents consist of employee stock options using the treasury
stock method. For the years ended June 30, 2004 and 2003, 357,000 and 983,000
employee stock options, respectively, were excluded from the computation of
diluted net income per share because the exercise price of these options was
greater than the average market price of the Company's common stock during the
period, and therefore the effect is antidilutive. For the year ended June 30,
2002, all employee stock options were excluded from the computation of diluted
net loss per share because the effect would have been antidilutive.
43
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in ThousandsExcept for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
(continued)
Comprehensive income (loss)
- ---------------------------
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 Sheets consist of the net
unrealized gains (losses) on securities, net of tax and the impact of unrealized
foreign currency translation adjustments.
Segment Information
- -------------------
The Company operates principally in one segment consisting of various
collectibles. All of the Company's sales and identifiable assets are located in
the United States and Europe. For the year ended June 30, 2004, there was one
significant customer, Afinsa, which accounted for 48% of the revenue for that
year. There was one major customer other than Afinsa, for the year ended June
30, 2003, which accounted for 12% of the revenue for that year.
Major customers are those that accounted for more than 10% of revenues.
New Accounting Pronouncements
- -----------------------------
In December 2003, the SEC issued Staff Accounting Bulletin ("SAB") No. 104,
"Revenue Recognition" ("SAB No. 104"), which codifies, revises and rescinds
certain sections of SAB No. 101, "Revenue Recognition", in order to make this
interpretive guidance consistent with current authoritative accounting and
auditing guidance and SEC rules and regulations. The changes noted in SAB No.
104 did not have a material effect on our consolidated results of operations,
consolidated financial position or consolidated cash flows.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" ("FIN No. 46"), which addresses consolidation by
business enterprises of variable interest entities ("VIEs"). FIN No.46 is
applicable immediately for VIEs created after January 31, 2003 and are effective
for reporting periods ending after December 15, 2003, for VIEs created prior to
February 1, 2003. In December 2003, the FASB published a revision to FIN 46
("FIN 46R") to clarify some of the provisions of the interpretation and to defer
the effective date of implementation for certain entities. Under the guidance of
FIN 46R, public companies that have interests in VIE's that are commonly
referred to as special purpose entities are required to apply the provisions of
FIN 46R for periods ending after December 15, 2003. A public company that does
not have any interests in special purpose entities but does have a variable
interest in a VIE created before February 1, 2003, must apply the provisions of
FIN 46R by the end of the first interim or annual reporting period ending after
March 14, 2004. The Company adopted FIN 46 and FIN 46R during the year ended
June 30, 2004. The adoption of FIN 46 had no impact on the financial condition
or results of operations since the Company does not have investments in VIE's.
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.
44
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in ThousandsExcept for Per Share Amounts or as noted)
(2) Acquisitions
Auctentia, S.L.
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.................................... -
-------
Total liabilities assumed.................................. $2,089
======
Total purchase price....................................... $6,004
======
In addition the Company incurred acquisition costs of $1,100 which increased the
goodwill total for this acquisition to $5,387.
45
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in ThousandsExcept for Per Share Amounts or as noted)
(2) Acquisitions (continued)
The following unaudited pro forma consolidated results of operations for the
period assumes the acquisition of the subsidiaries had occurred as of July 1,
2001, 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, 2001.
(Unaudited)
Years Ended June 30,
2004 2003 2002
-----------------------------------
Net revenues $ 213,779 $ 107,636 $ 87,111
Net income (loss) 28,913 2,491 (12,785)
Basic earnings (loss) per
share - Proforma 1.17 0.15 (0.79)
Diluted earnings (loss) per
share - Proforma 1.09 0.15 (0.79)
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 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 Afinsa
collectively owned approximately 43% of the Company's common stock. As a result
of the transactions, Auctentia and Afinsa increased their ownership to 72% of
the Company's outstanding common stock. The percentage of outstanding common
stock owned by Auctentia and Afinsa decreased to 69% as of June 30, 2004 as a
result of the exercise of employee stock options during the year.
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. See Note 1.
Nutmeg Stamp Sales, Inc.
On February 11, 2004, GMAI acquired the business assets of Nutmeg Stamp Sales of
Danbury, Connecticut, which is engaged in the sale of primarily owned inventory
to mid- and upper-end collectors. The purchase price for the assets was $1,093,
which was paid at closing. The business will be operated through a recently
formed subsidiary, Greg Manning Nutmeg Auctions, Inc., d/b/a Nutmeg Stamp Sales,
Inc.
46
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in ThousandsExcept for Per Share Amounts or as noted)
(2) Acquisitions (continued)
Tangible and intangible assets acquired:
Current assets............................................ $ 93
Property and equipment, net............................... 50
Intangible Assets......................................... 450
Goodwill.................................................. 500
------
Total tangible and intangible assets acquired,
purchase price. $1,093
======
Bowers and Merena Galleries, Kingswood Coin Auctions and Superior
Sports Auctions
On February 19, 2004, Spectrum Numismatics International, Inc. ("Spectrum"), a
wholly owned subsidiary of GMAI, acquired the business assets of Bowers and
Merena Galleries, Kingswood Coin Auctions and Superior Sports Auctions from
Collectors Universe, Inc. ("CUI"), which had previously operated such businesses
through separate divisions. Bowers and Merena Galleries and Kingswood Coin
Auctions are engaged in the acquisition (by purchase and consignment) and sale
(by auction and otherwise) of collectible coins, and Superior Sports Auctions is
engaged in the acquisition (by purchase and consignment) and sale (by auction
and otherwise) of collectible sports cards and other sports memorabilia.
Pursuant to an Asset Purchase Agreement, dated February 19, 2004 (the "Asset
Purchase Agreement"), by and between Spectrum and CUI, Spectrum acquired certain
business assets, consisting primarily of trade names and other intangible assets
and furniture and equipment but excluding accounts receivable and inventory, for
an aggregate purchase price of $2,510. Pursuant to the Asset Purchase Agreement,
$1,025 of the purchase price was paid at the closing, and the balance is to be
paid in installments over the next 12 months. Payment of those installments has
been guaranteed by GMAI. As of June 30, 2004 the remaining amount of the
purchase price to be paid is $460. Such amount is included in accrued expenses
and other current liabilities in the accompanying Consolidated Balance Sheets.
Tangible and intangible assets acquired:
Property and equipment, net........................... $ 150
Intangible Assets..................................... 600
Goodwill.............................................. 1,760
-------
Total tangible and intangible assets acquired,
purchase price. $ 2,510
=======
(3) 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, 2004 and 2003, the allowance for doubtful accounts included in
auction receivables was approximately $1,095 and $873, respectively.
47
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in ThousandsExcept for Per Share Amounts or as noted)
(4) Marketable Securities
Investments in available for sale marketable securities as of June 30, 2004
and 2003 is as follows:
Cost Market Unrealized
Value Gain
(Loss)
---------- --------- ----------
Common Stock - 2004 $ 285 $ 186 $ (99)
========== ========= ==========
Common Stock - 2003 $ 285 $ 49 $ (236)
========== ========= ==========
The unrealized loss is classified as a separate component of stockholders'
equity, net of tax, as of June 30, 2004 and 2003, respectively. In connection
with its ownership of this common stock, the Company was granted stock options
for 21,000 shares of common stock under the terms of a nonqualified stock option
agreement. The options are exercisable on April 1, 2006 at $5 per share. During
the year ended June 30, 2003 the Company sold 20,000 shares for approximately
$13, resulting in a pretax loss of marketable securities of approximately $87.
(5) Inventories
June 30, 2004
-------------
Current Non-Current Total
----------- ------------- ----------
Stamps $ 28,774 $ 7,111 $ 35,885
Coins 11,555 - 11,555
Sports Collectibles 484 - 484
Art 3 225 228
----------- ------------- ----------
$ 40,816 $ 7,336 $ 48,152
=========== ============= ==========
June 30, 2003
-------------
Current Non-current Total
----------- ------------- ----------
Stamps $ 3,389 $ 230 $ 3,619
Coins 11,891 - 11,891
Sports Collectibles 461 370 831
Art 34 250 284
Other 96 - 96
----------- ------------- ----------
$ 15,871 $ 850 $ 16,721
=========== ============= ==========
The non-current inventory represents an estimate of total inventory, which is
not expected to be sold within one year.
At June 30, 2004 and 2003, the above inventory amounts reflect net realizable
("LCM") allowances of $1,439 and $1,885, respectively. The reduction in the net
realizable ("LCM") allowance was due to the selling of a significant amount of
inventory with carrying values that were previously reduced by the allowances.
48
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in ThousandsExcept for Per Share Amounts or as noted)
(6) Property and Equipment
June June
30, 30,
2004 2003
-------- --------
Equipment $ 5,418 $ 3,285
Furniture and fixtures 1,310 271
Vehicles 84 68
Property under capital leases
(computers and office equipment) 186 186
Leasehold improvements 534 503
-------- --------
7,532 4,313
Less: accumulated depreciation
and amortization 5,596 3,569
-------- --------
Net property and equipment $1,936 $ 744
======== ========
Depreciation and amortization expense for the years ended June 30, 2004, 2003
and 2002 was approximately $746, $435 and $605 respectively.
(7) Intangible Assets
Goodwill
The changes in the carrying value of goodwill for the years ended June 30,
2003 and June 30, 2004, respectively, are as follows:
Balance - July 1, 2002 $ 1,516
Net Activity -
---------
Balance - June 30, 2003 $ 1,516
=========
Balance - July 1, 2003 $ 1,516
Purchased Goodwill - Auctentia 5,387
Purchased Goodwill - Nutmeg Stamp 500
Purchased Goodwill - Bowers & 1,760
Merena -
---------
Balance - June 30, 2004 $ 9,163
=========
49
Prior to the adoption of SFAS 142 on July 1, 2002, the Company amortized
goodwill over its estimated useful life and evaluated goodwill for impairment in
conjunction with its other long-lived assets.
(7) Intangible Assets (continued)
The following table provides comparative disclosure of adjusted net income
(loss) excluding goodwill amortization expense, net of taxes for the periods
presented:
(Dollars in thousands, except per share
data)
For the Years Ended June 30,
2004 2003 2002
- ------------------------------------------------------------------------
Reported net income (loss) $ 29,366 2,823 (13,177)
Add back: Amortization of goodwill - - 523
-------------------------
Adjusted net income (loss) $ 29,366 2,823 (12,654)
=========================
BASIC EARNINGS(LOSS) PER COMMON SHARE:
Reported net income (loss) $ 1.22 .22 (1.06)
Add back: Amortization of goodwill - - .04
-------------------------
Adjusted net income (loss) $ 1.22 .22 (1.02)
=========================
DILUTED EARNINGS(LOSS) PER COMMON SHARE:
Reported net income (loss) $ 1.14 .22 (1.06)
Add back: Amortization of goodwill - - .04
-------------------------
Adjusted net income (loss) $ 1.14 .22 (1.02)
=========================
During the year ended June 30, 2002 the Company recorded $3,083 for goodwill
impairment. There were no impairment charges for the years ended June 30, 2004
and 2003.
Other Purchased Intangibles
- ---------------------------
At June 30, 2004 and June 30, 2003, acquired intangible assets were comprised of
the following (in thousands):
June 30, 2004
Estimated
Useful Gross
Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- ------------------------------------------------------------------
Trademarks 5 - 16 $ 3,500 $ (2,172) $ 1,328
Customer Lists 3 - 5 1,730 (1,160) 570
------------- ----------- ----------
$ 5,230 $ (3,332) $ 1,898
============= =========== ==========
June 30, 2003
Estimated
Useful Gross
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
============= =========== ==========
All of the Company's acquired intangible assets are subject to amortization.
Amortization expense (exclusive of impairment charges) for acquired intangible
assets for the years ended June 30, 2004, 2003 and 2002 were approximately $169,
$122 and $288 respectively.
50
(7) Intangible Assets (continued)
The Company recorded impairment charges for other purchased intangibles of $0,
$0 and $1,658 for the years ended June 30, 2004, 2003 and 2002.
Estimated amortization expense on an annual basis for the succeeding five years
is as follows (in thousands):
For The Fiscal Years Ended
June 30, Amount
2005 $ 297
2006 297
2007 278
2008 272
2009 202
Thereafter 552
-----
Total $ 1,898
=====
(8) Investment in Investee
In March 1999, the Company, along with other investors, formed GMAI-Asia.com,
Inc., a Delaware corporation ("GMAI-Asia"), with the intent to expand the
Company's philatelic and collectible auction and merchant/dealer businesses into
China and South-East Asia through the Internet. The Company's original
investment in this investee was approximately $5,300 and the Company maintained
an original equity ownership percentage (on an undiluted basis) in GMAI-Asia of
48%. During May 2001, the
Company sold 500,000 shares of its GMAI-Asia common shares, which reduced the
Company's investment from 48% to 45%. The Company accounted for this investment
under the equity method of accounting.
The Company's accumulated losses for GMAI-Asia at June 30, 2001 were
approximately $11,200. The Company's portion of these accumulated losses
exceeded its total investment. As a result, the investment in this investee was
reduced to $0 at June 30, 2001.
During 2002, the Company increased its investment by $250 by issuing additional
GMAI common stock. Since the Company's portion of this entity's accumulated
losses continued to exceed its total investment, this amount was recorded in the
accompanying Statement of Operations as Loss from Operations of Investee.
During March 2003, the Company sold all of its interest in GMAI-Asia, which it
then held, consisting of approximately 8,140,000 shares of GMAI-Asia.com, to
Afinsa Bienes Tangibles, S.A. ("Afinsa"), a related party, for $2,035. Such
amount is included in the accompanying consolidated Statement of Operations as
Gain on Sale of Investee-Related Party (See Note 12).
During May 2003, the Company purchased 2,707,239 shares of GMAI-Asia stock in
exchange for 243,718 shares of GMAI common stock valued at approximately $500
(See Note 14). As of June 30, 2003 and 2004, the Company now owns approximately
3% of GMAI-Asia and as such accounts for this investment under the cost method
of accounting.
During the year ended June 30, 2004 the Company recorded an impairment charge of
its investment in investee of $500 after the Company's review of this investee's
financial prospects for the future.
51
(9) Income Taxes
Deferred tax attributes resulting from differences between financial accounting
amounts and tax basis of assets and liabilities at June 30, 2004 and 2003 are as
follows:
2004 2003
----------- -----------
Current assets and liabilities
Allowance for doubtful accounts $ 160 $ 349
Inventory valuation reserve 522 754
Inventory uniform capitalization 352 479
Accrued expenses - 32
Net federal, state operating loss
carry-forwards 2,787 -
----------- -----------
3,821 1,614
Valuation allowance, provision for
income taxes - (1,614)
----------- -----------
Net current deferred tax asset $ 3,821 $ -
=========== ===========
Non-current assets and liabilities
Goodwill and intangible amortization
and impairment $ 1,611 $ 2,521
Depreciation 100 128
Net state operating and capital loss
carry-forwards 1,746 7,484
Investments in equity-method investees 204 -
Investments in marketable securities 40 67
----------- -----------
3,701 10,200
Valuation allowance, provision for
income taxes (1,742) (9,300)
Valuation allowance, equity - (900)
----------- -----------
Net non-current deferred tax asset $ 1,959 $ -
=========== ===========
The realization of the above deferred tax assets is dependent on generating
sufficient taxable income in the future to offset the deductibility of temporary
differences generating the deferred tax assets.
During fiscal 2002 the Company believed uncertainty existed regarding the
realizability its deferred tax assets, and accordingly established a 100%
valuation allowance, based on management's estimates, against all deferred tax
assets. As a result of the increase in the valuation allowance during 2002,
approximately $3,200 was charged to deferred tax expense in the accompanying
Statement of Operations and $900 was applied as reduction of Stockholder's
Equity. This reduction of Stockholder's Equity consists of deferred tax assets
previously recorded relating to net operating losses generated from to the
exercise of employee stock options and cumulative unrealized losses of
marketable securities. The portion of the valuation allowance which affected
equity and which would not be available to offset future provisions of income
tax was stated as "Valuation allowance, equity". Such amounts are further
discussed in Note 19. As of June 30, 2003, the Company still maintained a 100%
valuation allowance against all deferred tax attributes. Therefore there was no
net deferred tax expense (benefit) for 2003.
During fiscal 2004, the Company determined that it is more likely than not that
the results of future operations will generate sufficient taxable income to
realize certain deferred tax assets. The Company reduced its valuation allowance
against these deferred tax assets which were provided for in prior years.
However, the Company still believes uncertainty exists regarding the
realizability of certain deferred tax assets, and accordingly established a
valuation allowance, based on management's estimates, against these specific
deferred tax assets.
As a result, the Company recorded a net deferred tax benefit (including the net
change in valuation allowance) in the amount of $4,880, which was recorded as a
deferred tax benefit in the accompanying Statement of Operations. Additionally,
$900 was recorded as an increase to Stockholder's Equity since the original
valuation allowance was recorded in Stockholder's Equity as noted above.
52
(9) Income Taxes (continued)
During 2002, both the State of New Jersey and California passed tax legislation,
which, among other things, requires the suspension of the use of state net
operating loss carry-forwards "NOL's" for two years. As a result, there was no
utilization of these state NOL's in the provision for state income taxes for the
years ended June 30, 2004 and 2003. In order to compensate for the suspension of
the state net operating losses, the period of availability has been extended by
two years. Recent New Jersey tax legislation will provide for the utilization of
a portion of net operating losses for fiscal year 2005 and thereafter, which
will reduce the provision for state income taxes in the future.
The provision for (benefit from) income taxes for the years ending June 30
consist of the following:
----------------------------------
2004 2003 2002
---------- ---------- ----------
Current tax expense $ 8,134 $ 192 $ -
Deferred tax expense (benefit) 4,292 888 (3,958)
Net Change in valuation allowance (9,172) (888) 7,201
---------- ---------- ----------
$ 3,254 $ 192 $ 3,243
========== ========== ==========
The above is further comprised of
the following:
Current tax expense
Federal $ 1,245 $ - $ -
State 2,339 192 -
Foreign 4,550 - -
---------- ---------- ----------
$ 8,134 $ 192 $ -
========== ========== ==========
Deferred tax expense (benefit) - net of
change in valuation allowance
Federal $ (4,209) $ - $ 2,593
State (671) - 650
Foreign - - -
---------- ---------- ----------
$ (4,880) $ - $ 3,243
========== ========== ==========
53
(9) Income Taxes (continued)
The effective tax rate (benefit) varied from the statutory rate as follows:
----------------------------------
2004 2003 2002
---------- ---------- ----------
Statutory federal and foreign
income tax rate 34 % 34 % (34) %
State income taxes, net of federal
benefit 5 4 (6)
Certain non-deductible expenses 1 - 5
Tax benefit included in current tax
provision derived from Gain on sale
of equity method investee resulting
in income tax capital loss - (30) -
Change in valuation allowance (28) - 70
Other (2) (2) (2)
---------- ---------- ----------
10 % 6 % 33 %
========== ========== ==========
Our effective tax rate could be adversely affected by several factors, many of
which are outside of our control. Our effective tax rate is directly affected by
the relative proportions of revenue and income before taxes in the various
domestic and international jurisdictions in which we operate. Our effective tax
rate can also be influenced by the tax effects of purchase accounting for
acquisitions and non-recurring charges, which may cause fluctuations between
reporting periods.
The Company has remaining available federal net operating loss carry forwards of
approximately $5,600 expiring at various times beginning the fiscal years ending
2019 through fiscal year ended 2022. The future utilization of these net
operating loss carry forwards may be significantly limited in under the Internal
Revenue Code as a result of ownership changes due to the Company's stock and
other equity offerings.
As a result of an increase in stock ownership of the Company by Afinsa (a
related party), as discussed in Note 2, the Company was deemed to have a change
of ownership for federal income tax purposes. As a result there was a limitation
on the amount of
federal net operating loss carry forwards that could be used in the current year
to offset federal taxable income. The current tax expense was reduced by
approximately $4,000 as a result of utilizing the available federal net
operating loss carry forwards after this limitation.
The Company has remaining available net operating loss carry forwards for state
tax purposes of approximately $18,000 expiring at various times beginning in the
fiscal years ending 2008 through 2012.
54
(10) Debt
Demand Notes Payable and Capital Leases
- ---------------------------------------
2004 2003
On May 27, 2004, the Company entered into an
agreement with PNC Bank for a line of credit
not to exceed $10,000. Available borrowings
are based on certain limitations as further
defined in the agreement, and are reduced by
any outstanding letters of credit. The loan
is collaterized by accounts receivable,
consignor advances and inventory. Borrowings
under the line bear interest at the "prime"
rate; provided that the Company has the
right, subject to certain conditions, to
borrow at a rate equal to LIBOR plus 2.5% per
annum. The credit line expires on May 27,
2005. The agreement contains certain
financial covenants; which include a limit on
total debt and capital expenditures; debt to
earnings before depreciation and
amortization, interest, and taxes; fixed
charge coverage; and minimum liquidity; as
further defined in the debt agreement. $ 6,000 $ -
On April 17, 2003, the Company entered into a
revolving credit agreement with Banco
Santander Central Hispano, S.A., providing
for a credit facility of up to $2,500.
Borrowings under this facility bear interest
at a rate of prime plus .25% per annum. The
Company's obligations under the agreement
have been guaranteed by Afinsa. The agreement
contains other financial agreements and
covenants, including the requirement that
Auctentia maintain at least 43% of all of the
authorized issued and outstanding shares of
voting stock of the Company. As extended, the
facility expires on April 12, 2005. 2,500 2,500
------------- -------------
Total Demand Notes Payable - Bank $ 8,500 $ 2,500
============= =============
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. $ 4,000 $ 4,300
The Company previously had a note payable
collateralized by specific coin inventory
with an interest rate of 9% with quarterly
payments of $500 commencing April 2002 until
the loan was repaid in August 2003. - 125
Other 90 140
------------- -------------
Total Notes Payable and Capital Leases 4,090 4,565
Less: current portion 4,090 4,522
------------- -------------
Notes Payable and Capital Leases - $ - $ 43
Long-term Portion ============= =============
55
(11) Leases
The Company conducts its business on premises leased in various locations under
leases that expire through the year 2009. The Company utilizes property and
equipment under both operating and capital leases. Future minimum lease payments
under non-cancelable leases in effect at June 30, 2004 are set forth below:
Operating Capital Total
----------------------------------
2005 927 39 966
2006 633 - 633
2007 275 - 275
2008 250 - 250
2009 97 - 97
----------------------------------
Total future minimum lease
payments $2,182 $39 $2,221
Rent expense was approximately $1,041, $571 and $547 for 2004, 2003 and 2002,
respectively.
Interest expense associated with these capital leases was approximately $11, $25
and $25 for fiscal years 2004, 2003 and 2002, respectively.
(12) Related-party Transactions
Afinsa and Auctentia
- --------------------
At June 30, 2004 and 2003, Afinsa and Auctentia collectively beneficially owned
approximately 69% and 43%, respectively, of the Company's outstanding common
stock. Esteban Perez, Chairman of the Board of Directors of the Company, is
Chairman of the Board of Directors and Chief Executive Officer of Auctentia.
Carlos de Figueiredo, the First Vice Chairman of the Board of the Company, is
also director of Afinsa and an immediate family member of a 50% stockholder of
common stock of Afinsa. Emilio Ballester, a director of the Company is the
Global Strategic Investment Officer of Afinsa. Ramon Egurbide, CEO of European
Operations for the Company, is Managing Director of Auctentia.
On September 8, 2003, the Company consummated three transactions with Auctentia
(see Note 2). In addition, In August 2003, GMAI and CdC entered into separate
supply agreements with Afinsa, pursuant to which GMAI and CdC act as exclusive
suppliers of collectibles for Afinsa on a worldwide basis (see Note 1).
Under an agreement dated March 15, 2003, GMAI sold all of its then-outstanding
interest in GMAI-Asia to Afinsa for $2,035, consisting of 8,140,000 shares of
GMAI-Asia.com common stock. The proceeds from the sale were used to pay off all
amounts outstanding under GMAI's revolving line of credit with Afinsa. Such
amount is included in the accompanying Consolidated Statement of Operations as
Gain on sale of investee (see Note 8).
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 10).
At June 30, 2004 and 2003, Afinsa had outstanding accounts receivable balances
of approximately $27,674 and $4,588, respectively, and such amounts are included
in the accompanying Consolidated Balance Sheets as Accounts Receivable-related
party. During the years ended June 30, 2004 and 2003, sales to Afinsa were
approximately $102,215 and $7,654, respectively, and are included in the
accompanying Consolidated Statements of Operations as Sales of Inventory -
Related Party. The Company purchased stamp inventory from Afinsa in 2003, which
approximated $285.
At June 30, 2004 Afinsa had advanced $3,467 to the Company for the purchase of
product relating to the supply contracts referred to above. Such amount is
included in the accompanying Consolidated Balance Sheet as Advances Payable -
related party.
56
(12) Related-party Transactions (continued)
During the year ended June 30, 2004, the Company granted options to certain
employees of Afinsa for services. Such amounts were recorded at fair value,
which amounted to $130. Also during the year ended June 30, 2004, Afinsa granted
stock that they owned in the Company to certain employees of the Company. The
Company recorded the stock granted to these employees at fair value which
amounted to $100 in accordance with Accounting Interpretations of APB Opinion
No. 25 ("AIN-APB 25") which requires stock awards granted by a principal
stockholder to employees of a Company to be recorded at fair value.
The Company leases office space from Afinsa in Madrid, Spain, of approximately
2,700 square feet at an annual rental of approximately $139,000. The lease is
for a five-year term commencing September 8, 2003.
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. 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 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, 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.
During the years ended June 30, 2004, 2003 and 2002, the Company paid Mr.
Manning approximately $0, $0 and $32, respectively, of debt guarantee fees.
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 computer services to the Company.
In relation to Kramer, Levin, Naftalis & Frankel, expenditures for services
rendered were approximately $401, $688 and $308 respectively of which
approximately $177, $223 and $306, was charged to operations for the years ended
June 2004, 2003 and 2002. In relation to Micro Strategies, expenditures for
services rendered were approximately $271, $169 and $281, respectively, of which
approximately $180, $166 and $239 was charged to operations for the years ended
June 2004, 2003 and 2002.
(13) Commitments and Contingencies
As part of the purchase of the Bowers and Merena Galleries, Kingswood Coin
Auctions and Superior Sports Auctions (see Note 2), the Company is required to
pay additional amounts for a period of time through 2006 if certain milestones
are met. In the event, during each of the two (2) twelve (12) month periods
subsequent to the acquisition date (which was February 19, 2004) that aggregate
sales for these entities exceed a certain amount as further defined in the
agreement, the Company will be obligated to pay a stated percentage above the
aggregate sales threshold. As of June 30, 2004 such milestones were not met and
as such there was no additional payments or accruals for the potential future
payments.
As part of the purchase of the Ivy & Mader Philatelic Auctions, Inc. (now known
as Ivy & Manning Philatelic Auctions, Inc.) ("Ivy") in 1993, the Company is
required to pay additional amounts for a period of time through 2009 based on
the financial performance of Ivy. These additional amounts were approximately
$27, $18 and $19 for the years ended June 30, 2004, 2003 and 2002, respectively.
For the years ended June 30, 2004 and 2003 the payments were charged to
operating expenses, and for the year ended 2002 and prior the amounts were
accounted for as an increase to goodwill.
57
(14) Stockholders' Equity
Preferred Stock
- ---------------
The Company's Certificate of Incorporation authorizes a total of 10 million
shares of preferred stock.
Common Stock
- ------------
The Company's Certificate of Incorporation authorizes a total of 40 million
shares of common stock.
Private Placement and Other Equity Transactions
- -----------------------------------------------
In late January and early February 2000, GMAI issued in a private placement to
The Tail Wind Fund Ltd. ("Tail Wind"), LBI Group Inc., and Lombard Odier & Cie
an aggregate of 750,000 shares of the Company's common stock for approximately
$11,273, net of expenses. In connection with this transaction, warrants to
acquire 142,500 shares of the Company's common stock were issued to these
investors and their advisors. Thereafter, on May 14, 2001, the Company entered
into an agreement with these investors, which amended certain provisions of the
original purchase agreement. Under the amendment, the investors waived rights to
receive additional stock of the Company pursuant to the terms of the original
agreement (which they had received as anti-dilution protection) in exchange for
the issuance to the investors of an aggregate of 627,500 shares of the Company's
common stock, par value $.01 per share, and subject to certain other conditions.
The warrants to acquire 142,500 shares were also cancelled. In addition, on that
same date, the Company entered into a purchase agreement (the "Purchase
Agreement") with Tail Wind pursuant to which the Company sold an aggregate of
500,000 shares of common stock of GMAI-Asia, par value $1.00 per share, owned by
it to such investor.
During the year ended June 30, 2001, the Company entered into two stock purchase
agreements with Auctentia, S.A. Under the first agreement, dated as of May 16,
2001, the Company issued to Auctentia 1,000,000 shares of the Company's common
stock, for an aggregate purchase price of $2 million. All proceeds from this
agreement were received in the year ended June 30, 2001. Under the second
agreement, dated as of May 23, 2001, the Company agreed to issue an additional
1,000,000 shares of the Company' common stock for an aggregate purchase of $2
million. During fiscal 2001 and 2002 Afinsa paid $300 and $1,700 for 150,000 and
850,000 shares, respectively.
During the year ended June 30, 2002, the Company entered into a private
placement agreement with Afinsa for the sale of 125,000 shares of the Company's
common stock, for an aggregate of $250.
On May 20, 2003, the Company issued to Tail Wind 243,239 shares of stock of the
Company in exchange for 2,707,718 shares of stock of GMAI-Asia.com, Inc. owned
by Tail Wind. This transaction was entered into in accordance with the Purchase
Agreement. The shares of stock of the Company were valued at $2.06 per share in
accordance with the terms of the Purchase Agreement (see Note 8). The shares of
stock of the Company issued to Tail Wind are subject to certain registration
rights under the Purchase Agreement and a Registration Rights Agreement between
the Company and Tail Wind, among others, dated as of January 25, 2000.
On September 8, 2003, the Company consummated three transactions with Auctentia,
pursuant to which the Company issued an aggregate of 13 million shares of its
common stock. See Notes 2 and 12. Auctentia has the right to cause these
securities to be registered under the Securities Act of 1933, as amended,
subject to certain conditions.
Common Stock Repurchases
- ------------------------
Pursuant to its Repurchase Plan, the Company repurchased 99,900 shares of its
common stock on the open market for $1,333 during the year ended June 20, 2000,
and 268,100 shares for approximately $1,215 during the year ended June 30, 2001.
There were no common stock purchases for the years ended June 30, 2004, 2003 and
2002.
Stock Option Plan
- -----------------
In 1997, GMAI's, board of directors adopted and GMAI's shareholders approved the
1997 Stock Incentive Plan, as amended (the "1997 plan"). Awards under the 1997
plan may be made in the form of (1) incentive stock options, (2) non-qualified
stock options, (3) stock appreciation rights, (4) restricted stock, (5)
restricted stock units, (6) dividend equivalent rights and (7) other stock-based
awards. Awards may be made to such directors, officers and other employees of
GMAI and its subsidiaries (including employees who are directors and prospective
employees who become employees), and to such consultants to GMAI
58
(14) Stockholders' Equity (continued)
and its subsidiaries, as the stock option committee of GMAI's board of directors
in its discretion selects. As a result of subsequent amendments adopted by
GMAI's board of directors and approved by GMAI's shareholders, the aggregate
number authorized to be issued under the plan is currently 5,000,000 in the
aggregate. The 1997 Plan allows the Company to grant to an individual in any
given year options representing an aggregate of 500,000 shares of common stock.
The option exercise price is determined by the stock option committee in its
sole discretion; provided, however, that generally, the exercise price of an
option shall be not be less than the fair market value (as defined) of a share
of common stock on the date of grant. Options granted have a maximum ten-year
term and, unless otherwise determined by the stock option committee, vest in
substantially equal installments over a four-year period. All options granted
through June 30, 2004 have been granted with exercise price equal to market
value on the date of grant.
The following table summarizes information about options outstanding and
exercisable as of June 30, 2002, 2003 and 2004:
2002 2003 2004
------------------- ------------------ -----------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
------------------- ------------------- -----------------
Outstanding -
beginning 1,548,000 10.19 2,509,750 6.92 2,705,500 2.06
Granted through 928,000 1.87 1,901,875 1.95 1,122,500 7.58
stock option plan
Granted outside of 145,000 1.77 - - - -
stock option plan
Exercised - 0 (102,500) 1.38 (1,298,623) 2.19
Forfeited (111,250) 8.70 (1,603,625) 6.83 (83,812) 3.08
--------- ----------- ---------
Outstanding -
end of year 2,509,750 6.92 2,705,500 2.06 2,445,565 6.19
========== =========== =========
Exercisable -
end of year 1,048,250 9.68 1,179,563 2.14 1,201,440 7.57
========= =========== =========
The weighted average fair value of options granted during 2002, 2003 and 2004
was $1.87, $1.95 and $7.58, respectively.
Following is a summary of the status of stock options outstanding
at June 30, 2004:
- ------------------------------------------------ -------------------
Options Outstanding Options
Exercisable
- ------------------------------------------------ -------------------
Weighted
Average
Remaining
Exercise Price Number Weighted Number Weighted
Ranges of Average of Average
Shares Contractual Exercise Shares Exercise
From To Outstanding Life Price Exercisable Price
- -------------------------------------------------- --------------------------
$1.00 $5.00 1,669,650 8.5 $2.58 734,525 $2.60
5.01 10.00 117,415 9.0 8.24 27,165 7.30
10.01 25.00 658,500 7.8 15.10 439,750 15.89
---------- -----------
2,445,565 1,201,440
========== ===========
59
(14) Stockholders' Equity (continued)
Stock Option Exchange Offer
- ---------------------------
On July 2, 2002, the Company commenced a tender offer to certain eligible
employees to exchange outstanding options to purchase shares of the Company's
common stock granted under the GMAI 1997 Stock Incentive Plan that had an
exercise price of $2.00 or more, for new options to purchase shares of the
Company's common stock to be granted under the 1997 Plan on or about February 4,
2003. The offer expired on July 30, 2002. Pursuant to the terms and conditions
of the offer, the Company accepted for exchange on July 31, 2002 tendered old
options exercisable for a total of 1,380,375 shares of common stock and canceled
all such old options. Subject to the terms and conditions of the offer, the
Company granted new options to purchase a total of 1,380,375 shares of common
stock on February 4, 2003. The exercise price of the new options was $2.00,
which was the closing price of the Company's common stock as reported on the
NASDAQ National Market on the date of grant. There was no effect on the
consolidated financial statements of the Company as a result of this exchange
offer.
Certain Anti-Takeover Provisions
- --------------------------------
The Company's Certificate of Incorporation and by-laws contain certain
anti-takeover provisions that could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from attempting
to acquire, control of the Company without negotiating with its Board of
Directors. Such provisions could limit the price that certain investors might be
willing to pay in the future for the Company's securities. Certain of such
provisions provide for a Board of Directors with staggered terms, allow the
Company to issue preferred stock with rights senior to those of the common
stock, or impose various procedural and other requirements which could make it
more difficult for stockholders to effect certain corporate actions.
(15) Significant Agreements
Employment Agreements
- ---------------------
The Company is a party to an employment agreement with Mr. Greg Manning, as
amended, which provides for his services as President and Chief Executive
Officer. Under the most recent amendment, which is effective July 1, 2002 and
terminates on June 30, 2005, Mr. Manning is entitled to receive an annual salary
of $400 beginning July 1, 2002, $450 beginning July 1, 2003 and $500 beginning
July 1, 2004, plus an annual cash bonus equal to 10% of the Company's pre-tax
income (as defined in the agreement), but not to exceed $750.
On February 4, 2003, Mr. Manning was granted an additional 225,000 stock
options, exercisable at $2.00 per share and vesting 50% on the date of grant and
25% on each of the first and second anniversaries of the date of grant.
The Company has entered into an employment agreement with Mr. Larry Crawford to
serve as Chief Financial Officer, effective April 23, 2001. The agreement
provides for a salary of $150 per annum, plus a quarterly bonus of $12 in the
event the Company's pre-tax income (as defined) equals or exceeds $50. In
October 2002, the Company entered into an amendment to the employment agreement
with Mr. Crawford, which extended the term through June 30, 2006. Mr. Crawford's
base salary will increase to $160 on May 1, 2003; to $175 on May 1, 2004; and to
$190 on May 1, 2005. Mr. Crawford was also granted an additional 75,000 stock
options on October 23, 2002 at an exercise price of $1.35 per share, the fair
market value on the date of grant. These options vest 33 1/3 % on the date of
grant and 33 1/3% on each of the first and second anniversaries of the date of
grant.
Mr. Greg Roberts has entered into an employment agreement providing for his
services as President of Spectrum, which was to terminate on February 18, 2005.
The agreement provides for a salary of $300 per annum, increasing to $400 per
annum effective February 18, 2004. In June 2002, the Company entered into an
amendment to the employment agreement with Mr. Roberts. Under the terms of the
amendment, the employment term has been extended for an additional three years,
to February 18, 2008; Mr. Roberts is entitled to receive a salary of $500 for
the sixth year, $550 for the seventh year, and $600 for the eighth year; and Mr.
Roberts was granted an additional 500,000 stock options, which were exercisable
at $2.00 per share and vested over four years. Mr. Roberts also received a loan
in the amount of $600 the repayment of which can be forgiven under certain
circumstances.
60
(16) Geographic Information
Geographic revenues based on customer location were as follows:
June 30,
2004 2003
-------- --------
United States $ 96,868 $ 93,537
Spain 110,630 7,654
Asia Pacific 1,552 -
Other Europe 3,840 -
-------- --------
$212,890 $101,191
======== ========
Net property, plant and equipment by geographic area was as follows:
June 30,
2004 2003
--------- ---------
United States $ 861 $ 744
Spain 950 -
Other Europe 125 -
--------- ---------
$ 1,936 $ 744
========= =========
(17) Retirement Plans
The Company maintains an employee savings plan for United States employees under
the Internal Revenue Code Section 401(k). Employees are eligible to participate
in the plan after one complete calendar month of service and become fully vested
after five years of service. Employee contributions are discretionary to a
maximum of 15% of compensation. For all plan members, the Company contributed
10% of all eligible employees contributions to a maximum annual contribution of
$500 per employee. The Company's total contribution was approximately $10, $12
and $13 for the years ended June 30, 2004, 2003 and 2002, respectively.
61
(18) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
Years Ended
June 30,
(In Thousands)
2004 2003 2002
-------- -------- --------
Interest paid $ 937 $ 855 $ 837
Income taxes paid 399 - -
Summary of significant non-cash transactions:
Common stock issued for inventory 10,118 - -
Common stock issued for acquisition of
Auctentia subsidiaries 6,004 - -
Issuance of shares related to the acquisition
of GMD - - 209
Sale of investee to a related party and
reduction of demand notes payable - 2,035 -
Common stock issued in connection with
investment in investee - 500 -
Options issued relating to professional
services - - 256
(19) Significant Fourth Quarter Adjustments - Special Charges and Asset
Impairments (Fiscal 2002)
As a result of unfavorable economic conditions and changes in the collectibles
marketplace/industry, the Company during the fourth quarter of 2002, performed
impairment assessments of goodwill and other purchased intangibles. As a result
of significant losses in the fourth quarter, the Company assessed future
discounted cash flows and recorded a impairment pre-tax charge of approximately
$4.7 million or $0.38 per share - diluted for the year ended June 30, 2002 which
is reflected in Operating Expenses in the accompanying Consolidated Statements
of Operations.
Furthermore, as part of the plan, the Company as a result of an analysis of
inventory, adjusted the inventory cost value to reflect management's estimate of
net realizable value, recorded a pre-tax charge of $1.4 million or $0.11 per
share for the year ended June 30, 2002 which is reflected in Cost of Merchandise
in the accompanying Consolidated Statements of Operations.
As a result of significant losses in the fourth quarter of fiscal 2002 and
cumulative losses in previous years, the Company has reevaluated its ability to
realize the future benefit of its net deferred tax assets held in light of the
historical operating losses. Accordingly, the Company recorded a valuation
allowance against its deferred tax assets of approximately $3.2 million or $0.26
per share for the year ended June 30, 2002 which is recorded in the Provision
for income taxes in the accompanying Consolidated Statements of Operations.
There were no significant fourth quarter adjustments of special or impairment
charges for 2004 and 2003.
62
(20) Selected Quarterly Financial Data (unaudited)
2004
-----------------------------------------------------------
1st 2nd 3rd 4th Total
Quarter Quarter Quarter Quarter
-----------------------------------------------------------
Net Revenues $34,487 $53,215 $64,505 $60,683 $212,890
Gross Profit 7,462 13,392 17,001 23,636 61,491
Income from operations 3,041 7,187 8,947 14,632 33,807
Net Income 2,458 4,058 6,519 16,331 29,366
Earnings per share, basic 0.15 0.15 0.25 0.60 1.22
Earnings per share, diluted 0.14 0.14 0.23 0.57 1.14
2003
-----------------------------------------------------------
1st 2nd 3rd 4th Total
Quarter Quarter Quarter Quarter
-----------------------------------------------------------
Net Revenues $25,415 $19,354 $26,595 $29,827 $101,191
Gross Profit 2,618 2,281 3,209 6,411 14,519
Income (Loss) from operations (176) (768) 201 2,512 1,769
Net Income (Loss) (339) (970) 2,071 2,061 2,823
Earnings (Loss) per share, basic (0.03) (0.08) 0.16 0.17 0.22
Earnings (Loss) per share, diluted (0.03) (0.08) 0.16 0.17 0.22
(21) Other Major Customers (Excluding Afinsa)
The Company had one major customer that accounted for approximately 12% of total
revenue for the year ended June 30, 2003 and approximately 5% of accounts
receivable at June 30, 2003. Such customer has certain supply and sales
agreements with the Company. Major customers (other than Afinsa) are those that
accounted for more than 10% of sales. The Company did not have any major
customers for the years ended June 30, 2002.
(22) Subsequent Event
On July 30, 2004, GMAI acquired certain of the business assets (consisting
primarily of other intangible assets), of H.R. Harmer, LLC, for an aggregate
purchase price of $351, all of which was paid at closing. The business will be
operated though a newly formed subsidiary, H.R. Harmer, Inc.
63
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
Item 9A. 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. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.
The Company carries out a variety of on-going procedures, under the supervision
and with the participation of the Company's management, including the Chief
Executive Officer and the Company's Chief Financial Officer, to evaluate the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, the Company's Chief Executive Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures were effective at the reasonable assurance level as of June 30, 2004.
There have been no significant changes in the Company's internal controls over
financial reporting during the Company's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal controls over financial reporting.
Item 9B. OTHER INFORMATION
Not applicable.
64
PART III
--------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
Board of Directors
Esteban Perez, age 62, has been a director of GMAI since January 2001 and
Chairman of the Board of Directors since December 12, 2002. Mr. Perez was
Chairman of Tubacex S.A., a listed company in the Spanish Stock Exchange, from
which he departed in 1993, and now is Chairman of Auctentia, S.A. Mr. Perez is
also Director of the Board of Finarte Espana, an art auction house in Madrid.
For the past five years, Mr. Perez has represented Afinsa Bienes Tangibles, S.A
as member of the Board of Trustees and the Art Committee in the Guggenheim
Museum of Bilbao. He is currently Vice-Chairman of International Auctioneers, a
strategic alliance of leading art auction houses. Mr. Perez is graduated in
Economics and Laws by the Deusto University.
Greg Manning, age 58, was Chairman of the Board of the Company since its
inception in 1981 through December 2002, and has served as the Company's Chief
Executive Officer since December 8, 1992. Mr. Manning was the Company's
President from 1981 until August 12, 1993 and from March 8, 1995 to the present.
Mr. Manning also has been Chairman of the Board and President of Collectibles
Realty Management, Inc. since its inception, which he founded as "Greg Manning
Company, Inc." in 1961.
Carlos de Figueiredo, age 38, was appointed a director and Second Vice Chairman
of the Company on September 24, 2003. Until recently he was General Manager of
Filafinsa, the philatelic division of Afinsa Bienes Tangibles, S.A, and since
2002 was Administrator of Auctentia. Mr. de Figueiredo has a B.S. in Theoretical
Physics from Universidad Complutense, Madrid, and an MBA from Instituto de
Empresa, also in Madrid.
Emilio Ballester, age 58, was appointed director of the Company on July 20,
2004. From 1996 to the present he has served as Global Strategic Investment
Officer for Afinsa Bienes Tangibles, S.A. Prior to that he practiced as an
economist, financial consultant and tax advisor. Mr. Ballester is graduated from
the Universidad Complutense de Madrid in Business Studies and Economics, and
also has a degree in Management and Administration of Property Developers from
the Instituto de Empresa, Madrid, and a degree in gemology from the Escuela
Superior de Ingenieros de Minas, Oviedo. Mr. Ballester lectures on taxation,
financial accounting and business management issues at colleges and
organizations throughout Spain.
Anthony L. Bongiovanni, Jr., age 46, is President of Micro Strategies,
Incorporated, a leading developer and supplier of microcomputer based business
applications throughout the New York, New Jersey and Pennsylvania areas, which
he founded in 1983. Mr. Bongiovanni has a B.S. in mechanical engineering from
Rensellaer Polytechnical Institute.
James M. Davin, age 58, a director since February 2000, has since 1993 been
President of Davin Capital Corporation, a private investment company and Davin
Capital, L.P., a private investment partnership. Mr. Davin is also a former
member of the Advisory Board of the Georgetown University School of Business,
from which he graduated in 1967. Mr. Davin's investment career started in 1969
at First Boston, from which he departed in 1988 as Managing Director to join
Drexel Burnham Lambert Group, Inc. in 1990. Mr. Davin left Drexel as Executive
Vice President, Senior Trading Official, a position mandated by the SEC under
the company's agreement with the US District Attorney's office, after which he
joined Lehman Brothers. Mr. Davin departed Lehman Brothers in 1993 as Managing
Director to serve as Vice Chairman of Craig Drill Capital, a private investment
fund in New York. Mr. Davin has been an active member of the National
Association of Securities Dealers, for which he was Chairman and Vice Chairman
of Governors in 1987 as well as a board member from 1985 until 1988.
Jose Miguel Herrero, age 49, was appointed as a director of the Company on
September 24, 2003. In 2001 he founded and thereafter served as managing partner
of High Ground, a corporate finance firm focused on technology and innovation.
In 1996 he founded and through 2000 served as CEO of LaNetro, S.A., an internet
company based in Spain. Prior to that he served as managing partner of Berinor
Associates. Mr. Herrero received his B.S. in Electrical Engineering and Computer
Science and M.S. in Electrical Engineering from Santa Clara University,
California, and obtained an M.B.A. in Finance and International Operations from
U.C. Berkeley. Mr. Herrero holds board positions in several companies, and is a
member of the "Circulo de Empresarios", a prominant think tank in Spain, and is
a member of its committee on Corporate Governance.
Greg Roberts, age 42, a director since February 2000, has been the President of
Spectrum Numismatics since the early 1990s, following nine years with Hannes
Tulving in Newport Beach, CA. He has spent the last 24 years honing his skills
to such an extent that he was able to successfully purchase such rare coins as
the King of Siam proof set, the 1861 Pacquet Liberty Gold Coins-$1MM, and the
Eliasberg-Stickney 1804 Silver Dollar-$1.8MM. He is also a lifetime member of
the Professional Numismatics Guild.
65
Scott S. Rosenblum, age 54, has been a director of the Company since December
1992. Mr. Rosenblum has been a partner since 1991 in the law firm of Kramer
Levin Naftalis & Frankel LLP, currently serves on the firm's Executive Committee
and as Chairman of the Corporate Department, and previously served (1993 through
2000) as the firm's Managing Partner. Mr. Rosenblum received his A.B. from
Dartmouth College and his J.D. from the University of Pennsylvania.
Mark B. Segall, age 42, a director since December 1999, is currently Chairman
and CEO of Kidron Corporate Advisors, LLC, which provides corporate consulting
services. Until July 2003, he was Chief Executive Officer of Investec Inc., the
U.S. Investment Banking arm of The Investec Group. Mr. Segall was a partner at
Kramer Levin Naftalis & Frankel LLP, a New York law firm, from 1995 through
1999. Mr. Segall serves on Board of Directors of Siliconix incorporated,
Integrated Asset Management, and Trident Rowan Group, Inc.
Executive Officers
Ramon Egurbide, age 62, is CEO of GMAI, European Operations, which includes all
the Company's European subsidiaries (Corinphila in Switzerland, The Kohler
Companies in Germany and Central de Compras and Auctentia Subastas/Afinsa
Auctions in Spain). Mr. Egurbide is graduated in Engineering by Bilbao
University, and served as CFO of Tubacex, S.A., a listed company in the Spanish
Stock Exchange, from which he departed in 1993. Since that time, he has been CFO
in Afinsa Bienes Tangibles, S.A., and CEO of Auctentia, S.L., as well as Sole
Administrator of several companies within The Afinsa Group.
Larry Crawford, age 56, has been Chief Financial Officer and Executive Vice
President since April 23, 2001. Mr. Crawford served as Chief Financial Officer
of Arzee Holdings, Inc. from 1996 to 2001 and as Vice President of Finance and
Chief Financial Officer of Talon, Inc., a subsidiary of Coats Viyella plc from
1987 to 1996. Mr. Crawford is a certified public accountant and received his
B.A. from Pennsylvania State University and his M.B.A. from the Lubin School of
Business of Pace University.
Carol Meltzer, age 45, has served provided legal services to the Company since
1995. She previously practiced law at Stroock & Stroock & Lavan LLP and Kramer
Levin Naftalis & Frankel LLP. She received her J.D. degree from the University
of Michigan.
The Company's directors are elected at the annual meeting of stockholders. The
Certificate of Incorporation provides that the members of the Board of Directors
be divided into three classes, as nearly equal in size as possible, with the
term of office of one class expiring each year. Accordingly, only those
directors of a single class can be changed in any one year and it would take
elections in three consecutive years to change the entire Board.
Esteban Perez, Scott S. Rosenblum and Anthony L. Bongiovanni have been elected,
and Emilio Ballester has been appointed, to serve until the 2006 annual meeting
of stockholders. Gregory N. Roberts and Mark B. Segall have been elected, and
Jose Miguel Herrero has been appointed, to serve until the 2005 annual meeting
of stockholders. Greg Manning and James M. Davin have been elected, and Carlos
de Figueiredo has been appointed, to serve until the 2004 annual meeting of
stockholders.
On July 20, 2004, the Board of Directors increased the number of directors of
the Corporation to 10, with three directors to serve in the classes of directors
whose terms expire in 2004 and 2005 and four directors to serve in the class of
directors whose term expires in 2006. The Board appointed Emilio Ballester to
fill the vacancy resulting from such increase.
The Certificate of Incorporation also provides that directors may be removed
only for cause and that any such removal must be approved by the affirmative
vote of at least a majority of the outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors. While the
Company believes that the foregoing provisions are in the best interests of the
Company and its stockholders, such requirements may have the effect of
protecting management against outside interests and in retaining its position.
To the best of the Company's knowledge, based solely on a review of the
applicable filings, none of the directors and executive officers of the Company
was delinquent in filing the forms required by Section 16(a) of the Exchange Act
for the fiscal year ended June 30, 2004.
There are no family relationships among any of the directors or executive
officers of the Company.
66
Item 11. EXECUTIVE COMPENSATION
Information regarding Executive Compensation will be in the definitive proxy
statement of the Company to be filed within 120 days of June 30, 2004 and is
incorporated by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information regarding Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters will be in the definitive proxy
statement of the Company to be filed within 120 days of June 30, 2004 and is
incorporated by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding Certain Relationships and Transactions will be in the
definitive proxy statement of the Company to be filed within 120 days of June
30, 2004 and is incorporated by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding Principal Accountant Fees and Services will be in the
definitive proxy statement of the Company to be filed within 120 days of June
30, 2004 and is incorporated by reference.
67
PART IV
-------
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) All Financial Statements of the Company for the years ended
June 30, 2004 and 2003 are filed herewith. See Item 8 of this Report for a list
of such financial statements.
(2) Financial Statement Schedules:
Schedule:
II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or
the required information is shown in the consolidated financial
statements or notes thereto.
(3) Exhibits -- See response to paragraph (c) below.
(b) Reports on Form 8-K
(1) Report on Form 8-K/A filed on May 4, 2004, containing the
information required by Item 7 of Form 8-K with respect to the
Company's acquisition of certain assets from Collectors'
Universe, Inc., as originally reported in a Report on Form 8-K
filed on March 5, 2004.
(2) Report on Form 8-K filed on May 14, 2004, relating to the
issuance of a press release containing non-public financial
information and containing non-GAAP financial measures.
(3) Report on Form 8-K/A filed on June 6, 2004, relating to a line
of credit entered into by the Registrant with PNC Bank,
National Association.
(c) Exhibits
3.1 Restated Certificate of Incorporation of Registrant, as amended.
Incorporated by reference to Exhibit 3(a) to the Company's Report on
Form 8-K filed February 27, 2001.
3.2 Amendment to Certificate of Incorporation of Registrant, filed with the
Delaware Secretary of State on April 25, 2002. *
3.3 By-laws, as amended, of Registrant. Incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended June 30, 2003, as filed with the SEC on September 12, 2003.
10.1 1993 Stock Option Plan. Incorporated by reference to Exhibit 10(a) to
the 1993 Form SB-2 and incorporated by reference to Exhibit A to the
Proxy Statement of the Company dated January 31, 1994.
10.2 Employment Agreement between Greg Manning and Registrant dated as of
May 14, 1993. Incorporated by reference to Exhibit 10(b) to the Form
SB-2 and incorporated by reference to Exhibit 4.1 to Form 10-QSB of the
Company for the period ended December 31,1995, dated February 13, 1996,
as amended.
10.3 Second Amendment to Employment Agreement between Greg Manning and
Registrant, dated as of September 11, 1997. Incorporated by reference
to Exhibit 10.3 to Form 10-KSB of the Company for the period ended June
30, 1997.
10.4 Third Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 1999. Incorporated by reference to
Exhibit 10.4 to Form 10-K of the Company for the period ended June 30,
2001.
10.5 Fourth Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 2000. Incorporated by reference to
Exhibit 10.5 to Form 10-K of the Company for the period ended June 30,
2001.
10.6 Fifth Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 2002. Incorporated by reference to
Exhibit 10. 6 to the Company's Annual Report on Form 10-K for the year
ended June 30, 2003, as filed with the SEC on September 12, 2003.
68
10.7 Employment Agreement between the Company, Spectrum Numismatics
International, Inc. and Gregory N. Roberts. Incorporated by reference
to the Company's Proxy Statement dated January 14, 2000.
10.8 Amendment to Employment Agreement between the Company, Spectrum
Numismatics International, Inc. and Gregory N. Roberts.
10.9 Employment Agreement between the Company and Larry Crawford, effective
as of April 23, 2001. Incorporated by reference to Exhibit 10. 9 to the
Company's Annual Report on Form 10-K for the year ended June 30, 2003,
as filed with the SEC on September 12, 2003.
10.10 Amendment to Employment Agreement between the Company and Larry
Crawford, effective as of October 23, 2002. Incorporated by reference
to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
year ended June 30, 2003, as filed with the SEC on September 12, 2003.
10.11 Revolving Credit Agreement, dated as of April 17, 2003 between the
Company and Banco Santander Central Hispano, S.A. Incorporated by
reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the year ended June 30, 2003, as filed with the SEC on September
12, 2003.
10.12 Promissory Note, dated as of April 17, 2002 between the Company and
Banco Santander Central Hispano, S.A. Incorporated by reference to
Exhibit 10. 12 to the Company's Annual Report on Form 10-K for the year
ended June 30, 2003, as filed with the SEC on September 12, 2003.
10.13 1997 Stock Option Plan, as amended. Incorporated by reference to
Exhibit A to the Proxy Statement of the Company dated October 28, 1997,
to the Proxy Statement of the Company dated January 14, 2000; to the
Proxy Statement of the Company dated October 26, 2001; and to the Proxy
Statement of the Company dated August 15, 2003.
10.14 Share Purchase Agreement, dated as of January 23, 2003, between the
Company and Auctentia, S.L. Incorporated by reference to Appendix A to
Company's Definitive Proxy Statement filed with the SEC on August 13,
2003.
10.15 Inventory Purchase Agreement, dated as of January 23, 2003, between the
Company and Auctentia, S.L. Incorporated by reference to Appendix B to
Company's Definitive Proxy Statement filed with the SEC on August 13,
2003.
10.16 Subscription Agreement, dated as of January 23, 2003, between the
Company and Auctentia, S.L. Incorporated by reference to Appendix C to
Company's Definitive Proxy Statement filed with the SEC on August 13,
2003.
10.17 Registration Rights Agreement, dated as of September 8, 2003, between
the Company and Auctentia, S.L. Incorporated by reference to Appendix E
to the Company's Definitive Proxy Statement filed with the SEC on
August 13, 2003.
10.18 Asset Purchase Agreement dated February 19, 2004, between Spectrum
Numismatics International, Inc and Collectors' Universe, Inc.
Incorporated by reference to the Company's Report on Form 8-K filed on
March 5, 2004.
10.19 Non-Competition Agreement dated February 19, 2004, between Spectrum
Numismatics International, Inc. and Collectors' Universe, Inc.
Incorporated by reference to the Company's Report on Form 8-K filed on
March 5,2004.
10.20 Loan Agreement, dated as of May 28, 2004 between Greg Manning Auctions,
Inc. as the Borrower, and PNC Bank, National Association, as the Bank.
Incorporated by reference to the Company's Report on Form 8-K filed on
June 3, 2004.
14. Code of Ethics. Incorporated by reference to Exhibit 14 to the
Company's Annual Report on Form 10-K for the year ended June 30, 2003,
as filed with the SEC on September 12, 2003.
21. Subsidiaries of the Registrant*
69
23.1 Consent of Independent Accountants. *
31 Rule 13a-14(a)/15d-14(a) Certifications *
32 Section 1350 Certifications *
* Filed herewith
70
SIGNATURES
Dated: September 7, 2004
/s/ Greg Manning
Greg Manning
Chairman of the Board
Chief Executive Officer & Director
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated below.
Dated: September 7, 2004
/s/ Greg Manning
Greg Manning
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Larry Crawford
Larry Crawford
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting
Officer)
/s/ Esteban Perez
Esteban Perez
Director
/s/ Carlos de Figueiredo
Carlos de Figueiredo
Director
/s/ Emilio Ballester
Emilio Ballester
Director
Jose Miguel Herrero
/s/ Jose Miguel Herrero
Director
/s/ Anthony Bongiovanni
Anthony Bongiovanni
Director
/s/ James Davin
James Davin
Director
/s/ Scott S. Rosenblum
Scott S. Rosenblum
Director
/s/ Greg Roberts
Greg Roberts
Director
/s/ Mark Segall
Mark Segall
Director
71
SCHEDULE II
Greg Manning Auctions, Inc.
Valuation and Qualifying Accounts
(in thousands)
Balance at Balance
Beginning at
of Write- End of
Year Additions offs Year
------------ --------- ------ --------
Allowance for sales returns and
doubtful accounts
Years Ended June 30,
2002 845 353 121 1,077
2003 1,077 172 376 873
2004 873 942 720 1,095
Valuation allowance for deferred
tax asset
Years Ended June 30,
2002 5,501 7,201 - 12,702
2003 12,702 - 888 11,814
2004 11,814 - 10,072 1,742
Realizable value allowance for
inventory
Years Ended June 30,
2002 2,902 1,401 1,871 2,432
2003 2,432 - 547 1,885
2004 1,885 774 1,220 1,439
72
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.4 Restated Certificate of Incorporation of Registrant, as amended.
Incorporated by reference to Exhibit 3(a) to the Company's
Report on Form 8-K filed February 27, 2001.
3.5 Amendment to Certificate of Incorporation of Registrant, filed
with the Delaware Secretary of State on April 25, 2002. *
3.6 By-laws, as amended, of Registrant. Incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
year ended June 30, 2003, as filed with the SEC on September 12,
2003.
10.4 1993 Stock Option Plan. Incorporated by reference to Exhibit
10(a) to the 1993 Form SB-2 and incorporated by reference to
Exhibit A to the Proxy Statement of the Company dated January
31, 1994.
10.5 Employment Agreement between Greg Manning and Registrant dated
as of May 14, 1993. Incorporated by reference to Exhibit 10(b)
to the Form SB-2 and incorporated by reference to Exhibit 4.1 to
Form 10-QSB of the Company for the period ended December
31,1995, dated February 13, 1996, as amended.
10.6 Second Amendment to Employment Agreement between Greg Manning
and Registrant, dated as of September 11, 1997. Incorporated by
reference to Exhibit 10.3 to Form 10-KSB of the Company for the
period ended June 30, 1997.
10.8 Third Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 1999. Incorporated by reference
to Exhibit 10.4 to Form 10-K of the Company for the period ended
June 30, 2001.
10.9 Fourth Amendment to Employment Agreement between Greg Manning
and Company, effective as of July 1, 2000. Incorporated by
reference to Exhibit 10.5 to Form 10-K of the Company for the
period ended June 30, 2001.
10.10 Fifth Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 2002. Incorporated by reference
to Exhibit 10. 6 to the Company's Annual Report on Form 10-K for
the year ended June 30, 2003, as filed with the SEC on September
12, 2003.
10.11 Employment Agreement between the Company, Spectrum Numismatics
International, Inc. and Gregory N. Roberts. Incorporated by
reference to the Company's Proxy Statement dated January 14,
2000.
10.12 Amendment to Employment Agreement between the Company, Spectrum
Numismatics International, Inc. and Gregory N. Roberts.
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10.13 Employment Agreement between the Company and Larry Crawford,
effective as of April 23, 2001. Incorporated by reference to
Exhibit 10. 9 to the Company's Annual Report on Form 10-K for
the year ended June 30, 2003, as filed with the SEC on September
12, 2003.
10.14 Amendment to Employment Agreement between the Company and Larry
Crawford, effective as of October 23, 2002. Incorporated by
reference to Exhibit 10.10 to the Company's Annual Report on
Form 10-K for the year ended June 30, 2003, as filed with the
SEC on September 12, 2003.
10.15 Revolving Credit Agreement, dated as of April 17, 2003 between
the Company and Banco Santander Central Hispano, S.A.
Incorporated by reference to Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2003, as
filed with the SEC on September 12, 2003.
10.16 Promissory Note, dated as of April 17, 2002 between the Company
and Banco Santander Central Hispano, S.A. Incorporated by
reference to Exhibit 10. 12 to the Company's Annual Report on
Form 10-K for the year ended June 30, 2003, as filed with the
SEC on September 12, 2003.
10.17 1997 Stock Option Plan, as amended. Incorporated by reference to
Exhibit A to the Proxy Statement of the Company dated October
28, 1997, to the Proxy Statement of the Company dated January
14, 2000; to the Proxy Statement of the Company dated October
26, 2001; and to the Proxy Statement of the Company dated August
15, 2003.
10.21 Share Purchase Agreement, dated as of January 23, 2003, between
the Company and Auctentia, S.L. Incorporated by reference to
Appendix A to Company's Definitive Proxy Statement filed with
the SEC on August 13, 2003.
10.22 Inventory Purchase Agreement, dated as of January 23, 2003,
between the Company and Auctentia, S.L. Incorporated by
reference to Appendix B to Company's Definitive Proxy Statement
filed with the SEC on August 13, 2003.
10.23 Subscription Agreement, dated as of January 23, 2003, between
the Company and Auctentia, S.L. Incorporated by reference to
Appendix C to Company's Definitive Proxy Statement filed with
the SEC on August 13, 2003.
10.24 Registration Rights Agreement, dated as of September 8, 2003,
between the Company and Auctentia, S.L. Incorporated by
reference to Appendix E to the Company's Definitive Proxy
Statement filed with the SEC on August 13, 2003.
10.25 Asset Purchase Agreement dated February 19, 2004, between
Spectrum Numismatics International, Inc and Collectors'
Universe, Inc. Incorporated by reference to the Company's Report
on Form 8-K filed on March 5, 2004.
10.26 Non-Competition Agreement dated February 19, 2004, between
Spectrum Numismatics International, Inc. and Collectors'
Universe, Inc. Incorporated by reference to the Company's Report
on Form 8-K filed on March 5, 2004.
10.27 Loan Agreement, dated as of May 28, 2004 between Greg Manning
Auctions, Inc. as the Borrower, and PNC Bank, National
Association, as the Bank. Incorporated by reference to the
Company's Report on Form 8-K filed on June 3, 2004.
14. Code of Ethics. Incorporated by reference to Exhibit 14 to the
Company's Annual Report on Form 10-K for the year ended June 30,
2003, as filed with the SEC on September 12, 2003.
21. Subsidiaries of the Registrant*
23.1 Consent of Independent Accountants. *
31 Rule 13a-14(a)/15d-14(a) Certifications *
32 Section 1350 Certifications *
* Filed herewith
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