SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 2004
---------------------
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period ________ to ________
Commission file number 1-11988
GREG MANNING AUCTIONS, INC.
---------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 22-2365834
----------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
775 Passaic Avenue
West Caldwell, New Jersey 07006
- --------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 882-0004
-------------
Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to filing requirements for the past 90
days.
Yes X No _____
-----
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
Yes No X
------ -----
As of February 8, 2005, Issuer had 27,400,145 shares of its Common Stock
outstanding.
1
GREG MANNING AUCTIONS, INC.
Table of Contents
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
June 30, 2004 and December 31, 2004 3
Condensed Consolidated Statements of Earnings for the
three and six months ended December 31, 2004 and 2003 4
Condensed Consolidated Statements of Stockholders'
Equity for the six months ended December 31, 2004 5
Condensed Consolidated Statements of Cash Flows for the
six months ended December 31, 2004 and 2003 6
Condensed Consolidated Statement of Comprehensive Income 7
for the six months ended December 31, 2004 and 2003
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 38
Item 4. Controls and Procedures 39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 41
Item 2. Changes in Securities 41
Item 3. Defaults Upon Senior Securities 41
Item 4. Submission of Matters to a Vote of Security Holders 41
Item 5. Other Information 41
Item 6. Exhibits and Reports on Form 8-K 41
Signatures 42
See accompanying notes to financial statements
2
PART I. FINANCIAL INFORMATION
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Balance Sheets
(amounts in thousands except per share data)
December 31, June 30,
2004 2004
----------- ---------
Assets (Unaudited) (Audited)
------
Current Assets
Cash and Cash Equivalents $ 31,789 $ 16,263
Accounts Receivable, Net;
Auctions and Trade 15,750 14,086
Related Party 7,995 27,674
Advances to Consignors 11,656 4,032
Inventory 46,863 40,816
Deferred Tax Asset 2,613 3,821
Prepaid Expenses 1,220 674
--------- ---------
Total Current Assets 117,886 107,366
Property and Equipment, Net 3,821 1,936
Goodwill, Net 9,363 9,163
Other Purchased Intangibles, Net 1,987 1,898
Marketable Securities 291 186
Other Non-Current Assets
Loans Receivable - Related Party 600 600
Inventory 8,250 7,336
Deferred Tax Asset 1,742 1,959
Other 700 240
--------- ---------
Total Assets $ 144,640 $ 130,684
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Demand Notes Payable - Bank $ 6,000 $ 8,500
Notes Payable - Current 5,070 4,090
Payable to Third Party Consignors 6,422 10,387
Accounts Payable 24,118 20,605
Accrued Expenses and Other Current Liabilities 3,758 4,170
Income Taxes Payable 10,098 7,743
Advances Payable - Related Party -- 3,467
--------- ---------
Total Current Liabilities 55,466 58,962
Notes Payable - Long Term
1,247 --
--------- ---------
Total Liabilities 56,713 58,962
Stockholders' Equity
Preferred Stock, $.01 par value. Authorized
10,000 shares; none issued
Common Stock, $.01 par value
Authorized: 40,000 shares
Issued: December 31, 2004 - 27,400 shares,
Outstanding - 27,400 shares 277 277
Issued: June 30, 2004 - 27,716 shares,
Outstanding - 27,348 shares
Additional paid in capital 69,036 71,431
Accumulated Other Comprehensive Income: 5,095 1,832
Retained Earnings 13,519 730
Treasury stock, at cost:
0 and 368 shares at December 31 and June 30, 2004,
respectively -- (2,548)
--------- ---------
Total Stockholders' Equity 87,927 71,722
--------- ---------
Total Liabilities and Stockholders' Equity $ 144,640 $ 130,684
========= =========
See accompanying notes to financial statements
3
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Operations
For the Three and Six Months Ended December 31,
(thousands except per share data)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
2004 2003 2004 2003
--------- --------- --------- ---------
Operating Revenues
Sales of inventory $ 28,012 $ 30,885 $ 50,982 $ 52,408
Sales of inventory - related party 27,499 19,967 49,117 30,645
Commissions earned 3,429 2,363 6,931 4,649
--------- --------- --------- ---------
Total Revenues 58,940 53,215 107,030 87,702
Cost of merchandise sold 39,499 39,823 70,427 66,849
--------- --------- --------- ---------
Gross profit 19,441 13,392 36,603 20,853
Operating Expenses
General and Administrative 2,439 2,609 6,097 4,621
Salaries and Wages 3,152 2,810 6,468 4,696
Depreciation and Amortization 281 226 557 370
Marketing 917 560 1,716 940
--------- --------- --------- ---------
Total Operating Expenses 6,789 6,205 14,838 10,627
--------- --------- --------- ---------
Operating Income 12,652 7,187 21,765 10,226
--------- --------- --------- ---------
Other Income (Expense) (111) 7 (132) 24
Interest Income 132 70 394 85
Interest Expense (237) (168) (524) (377)
Impairment of investment in investee -- (500) -- (500)
--------- --------- --------- ---------
Income before income taxes 12,436 6,596 21,503 9,458
Provision for income taxes 4,781 2,538 8,714 2,944
--------- --------- --------- ---------
Net Income $ 7,655 $ 4,058 $ 12,789 $ 6,514
========= ========= ========= =========
Basic Earnings per Share
Weighted average shares outstanding 27,389 26,312 27,363 21,239
========= ========= ========= =========
Basic Earnings per share $ 0.28 $ 0.15 $ 0.47 $ 0.31
========= ========= ========= =========
Diluted Earnings per Share
Weighted average shares outstanding 28,760 28,556 28,695 23,015
========= ========= ========= =========
Diluted Earnings per Share $ 0.27 $ 0.14 $ 0.45 $ 0.28
========= ========= ========= =========
See accompanying notes to financial statements
4
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statement of Stockholders' Equity
July 1, 2004 to December 31, 2004
(amounts in thousands)
(Unaudited)
Accumulated
Common Stock Additional Other Total
---------------------- Paid-In Comprehensive Retained Treasury Stockholders'
Shares $ Capital Earnings Earnings Stock Equity
--------- --------- ---------- -----------------------------------------------------
Balance July 1, 2004 27,716 $ 277 $ 71,431 $ 1,832 $ 730 $ (2,548) $ 71,722
Exercise of stock options 52 88 88
Translation adjustment 3,158 3,158
Options issued for services
and other-Afinsa (Note 11) 65 65
Unrealized gain from
Marketable 105 105
Securities, net of tax
Retirement of treasury stock (368) (2,548) 2,548 --
Net income - December 31, 2004 12,789 12,789
-------- -------- -------- -------- -------- -------- --------
Balance December 31, 2004 27,400 $ 277 $ 69,036 $ 5,095 $ 13,519 $ -- $ 87,927
======== ======== ======== ======== ======== ======== ========
See accompanying notes to financial statements
5
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Cash Flows
For the Six months ended December 31
(amounts in thousands)
(Unaudited)
2004 2003
-------- --------
Net Income $ 12,789 $ 6,514
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization 557 370
Provision for bad debts -- 71
Provision for inventory reserve -- 490
Options issued for services - related party 65 130
Deferred tax (benefit) expense 1,425 --
Impairment of investment in investee -- 500
(Increase) decrease in assets: (net of acquisition amounts)
Accounts recevable - Trade (1,664) 417
Accounts recevable - Related Party 19,679 (7,359)
Advances to consignors (7,624) (1,799)
Other -- (1,039)
Inventory (6,047) (9,714)
Prepaid expenses (546) (326)
Other assets (1,374) (874)
Increase (decrease) in liabilities: (net of acquisition amounts)
Payable to third-party consignors (3,965) (360)
Accounts payable 3,513 7,143
Accrued expenses and other liabilities (412) 4,860
Advances payable - related party (3,467) --
Advances payable -- (664)
Income taxes payable 2,355 2,824
-------- --------
15,284 1,184
Capital expenditures for property and equipment (1,944) (212)
Purchase of Intangible Assets - Acquisitions (450) (75)
-------- --------
(2,394) (287)
Net proceeds from (repayment of) demand notes payable (2,500) (2,500)
Proceeds from issuance of loan payable 2,227 --
Net proceeds from loans and loans payable -- (97)
Proceeds from exercise of options 88 729
Proceeds from issuance of stock -- 5,536
-------- --------
(185) 3,668
2,821 2,438
-------- --------
15,526 7,003
Beginning of period 16,263 2,250
-------- --------
End of period $ 31,789 $ 9,253
======== ========
See accompanying notes to financial statements
6
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Comprehensive Income
For the Six months ended December 31
(amounts in thousands)
(Unaudited)
2004 2003
------- -------
Net Income $12,789 $ 6,514
Other Comprehensive Income
Unrealized gain on securities, net of tax 105 102
Currency translation adjustment, net of tax 3,158 2,145
------- -------
$16,052 $ 8,761
======= =======
See accompanying notes to financial statements
7
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business
Description of Business
- -----------------------
Greg Manning Auctions, Inc. (GMAI), together with its operating
subsidiaries (wholly owned unless otherwise indicated), Ivy & Manning (formerly
Mader) Philatelic Auctions, Greg Manning Galleries, Greg Manning Nutmeg
Auctions, (d/b/a Nutmeg Stamp Sales), H.R. Harmer, 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 December 31, 2004 and 2003, Afinsa and
Auctentia collectively beneficially owned approximately 69% and 72%,
respectively, of the Company's outstanding common stock.
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 six months
ended December 31, 2004 and 2003 Afinsa was the Company's significant customer,
with revenues accounting for $49,117 or 46% and $30,645 or 35%, respectively.
Transactions under the supply agreements with Afinsa (a related party)
have had a significant effect on the business, financial condition and results
of operations of the Company.
Basis of Presentation
- ---------------------
The consolidated financial statements of the Company include the accounts
of its wholly owned and majority owned subsidiaries. All intercompany accounts
and transactions have been eliminated in consolidation. Minority interest is not
material to the consolidated financial statements.
The Company accounts for all investments in investees under the cost
method of accounting when such investment ownership is less than 20%. The
Company accounts for investments in investees under the equity method of
accounting when the Company owns more than 20% of the entity, but less than
majority owned and not otherwise controlled by the Company.
8
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The accompanying condensed consolidated balance sheets as of December 31,
2004 and June 30, 2004 and related condensed consolidated statements of
operations, stockholders' equity, cash flows and comprehensive income for the
six months ended December 31, 2004 and 2003 have been prepared from the books
and records maintained by the Company, in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all information and disclosures required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments, which are of a normal recurring nature, considered
necessary for a fair presentation have been included. For further information,
refer to the consolidated financial statements and disclosures thereto in the
Company's Form 10-K for the year ended June 30, 2004 filed with the Securities
and Exchange Commission. The results of operations for such periods are not
necessarily indicative of the results expected for the full fiscal year or for
any future period.
New Accounting Pronouncements
-----------------------------
Share-Based Payment
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
is a revision of SFAS No. 123, "Accounting for Stock-Based Compensation". SFAS
123(R) requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. The compensation cost will
be measured based on the fair value of the equity or liability instruments
issued. The Statement is effective as of the beginning of the first interim or
annual period beginning after June 15, 2005. We do not yet know the impact that
any future share-based payment transactions will have on our financial position
or results of operations.
Inventory costs
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs." SFAS 151
amends ARB No. 43, "Inventory Pricing," to clarify the accounting for certain
costs as period expense. The Statement is effective for fiscal years beginning
after June 15, 2005, however, early adoption of this Statement is permitted. The
Company does not anticipate an impact from the adoption of this statement.
(2) 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
supply agreements described in Note 1.
9
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
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.
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.
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.
(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 December 31, 2004 and June 30, 2004, the allowance for doubtful
accounts included in auction receivables was approximately $603 and $1,095,
respectively.
10
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
4) Marketable Securities
Investments available for sale in marketable securities as of December 31,
2004 and June 30, 2004 is as follows:
Market Unrealized
Cost Value Gain (Loss)
----- ------ ----------
December 31, 2004 Common Stock $ 285 $ 291 $ 6
June 30, 2004 Common Stock $ 285 $ 186 $ (99)
The unrealized gain (loss) is classified as a separate component of
stockholders' equity, net of tax.
(5) Payable to Third Party Consigners
Amounts payable to third party consigners represent amounts due the third
party for the sale of their consigned inventory by the company.
(6) Advances Payable
Advances payable represent cash advances received by the Company
representing a deposit for a future purchase of goods from the Company or the
sale of goods on behalf of the Company.
11
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(7) Earnings per common and common equivalent share
The following table sets forth the computations of basic earnings per
share and diluted earnings per share:
Six months ended
December 31,
---------------------
2004 2003
---------------------
BASIC EARNINGS PER SHARE:
Numerator:
Earnings available to common stockholders $12,789 $ 6,514
Denominator:
Weighted average common shares outstanding 27,363 21,239
Net earnings per share: - Basic 0.47 0.31
======= =======
DILUTED EARNINGS PER SHARE:
Numerator:
Earnings available to common stockholders $12,789 $ 6,514
Denominator:
Weighted average common shares outstanding 27,363 21,239
Effect of dilutive securities - stock options 1,332 1,776
------- -------
Weighted average common shares - assuming
dilution 28,695 23,015
Net earnings per share: - Diluted 0.45 0.28
======= =======
Common share equivalents consist of employee stock options using the
treasury stock method. For the six months ended December 31, 2004 and 2003,
313,500 and 1,000 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.
12
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
8) Acquisitions
H.R. Harmer, Inc.
On July 30, 2004, GMAI acquired the business assets of H.R. Harmer, LLC of
New York, New York, which is engaged in the sale of primarily owned inventory to
mid- and upper-end collectors. The purchase price for the assets was $351, which
was paid at closing. The business will be operated through a recently formed
subsidiary, H.R. Harmer, Inc.
Tangible and intangible assets acquired:
Current assets....................................................... $ 0
Intangible Assets.................................................... 151
Goodwill............................................................. 200
--------
Total tangible and intangible assets acquired,
purchase price. $ 351
========
(9) Inventories
Inventories as of December 31, 2004 consisted of the following:
Current Non-current Total
------- ----------- -----
Stamps $34,261 8,025 42,286
Coins 12,121 -- 12,121
Sports Collectibles 478 -- 478
Other 3 225 228
------- ------- -------
$46,863 $ 8,250 $55,113
======= ======= =======
Inventories as of June 30, 2004 consisted of the following:
Current Non-current Total
------- ----------- -----
Stamps $28,774 $ 7,111 $35,885
Coins 11,555 -- 11,555
Sports Collectibles 484 -- 484
Other 3 225 228
------- ------- -------
$40,816 $ 7,336 $48,152
======= ======= =======
The above inventory amounts reflect net realizable (LCM) allowances of
approximately $1,455 and $1,439 at December 31, 2004 and June 30, 2004
respectively. The non-current inventory represents an estimate of inventory for
which there is a specific plan in place for their sale beyond one year after
purchase. The classification as long-term is based on the expected period in
which the Company expects to sell this inventory, if greater than a year from
the balance sheet date. Once the selling period is identified, the non-current
amounts are classified to current.
Inventories are stated at the lower of cost or market. In instances where
bulk purchases are made, the cost allocation is based on the relative market
values of the respective goods. The Company has agreements with certain
suppliers to share the net profits or losses attributable to the sale of
specific
13
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
items of inventory. The Company reports the sale of this inventory as revenue
because the Company purchases this inventory from the supplier and ultimately
sells it to the end user. During this process the Company acts as the principal
in these transactions; in other words, the Company takes title to the inventory
and bear all the risks relating to loss, collections, delivery and returns. The
Company, and not the supplier, determines the selling price to the end user.
The change in the non-current inventory from June 30, 2004 to December 31,
2004 is the result of the effect of changes in foreign currency translations.
(10) Property and Equipment
On December 22, 2004 the Company purchased its premises located in West
Caldwell, New Jersey for a purchase price of approximately $1,744.
(11) Intangible Assets
Goodwill
The changes in the carrying value of goodwill for the year ended June 30,
2004 and the six months ended December 31, 2004 are as follows:
Balance - July 1, 2003 $1,516
Purchased Goodwill - Auctentia 5,387
Purchased Goodwill - Nutmeg Stamp 500
Purchased Goodwill - Bowers & Merena 1,760
------
Balance - June 30, 2004 $9,163
======
Balance - July 1, 2004 $9,163
Purchased Goodwill - HR Harmer, Inc. 200
------
Balance - December 31, 2004 $9,363
======
14
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Other Purchased Intangibles
At December 31, 2004 and June 30, 2004, acquired intangible assets were
comprised of the following (in thousands):
December 31,
2004 Estimated
Useful Gross
Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- --------------------------------------------------------------------------
Trademarks 5-16 $ 3,550 $(2,254) $ 1,296
Customer Lists 3- 5 1,930 (1,239) 691
------- ------- -------
$ 5,480 $(3,493) $ 1,987
======= ======= =======
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
======= ======= =======
All of the Company's intangible assets are subject to amortization. Amortization
expense (exclusive of impairment charges) for acquired intangible assets for the
three and six months ended December 31, 2004 were approximately $86 and $162,
respectively, and for the three and six months ended December 31, 2003 was $28
and 48, respectively.
Estimated amortization expense on an annual basis for the succeeding five
years is as follows (in thousands):
For The Twelve Month Period Ended
December 31, Amount
- --------------------------------------
2005 343
2006 342
2007 321
2008 321
2009 123
Thereafter 537
-----
Total $1,987
=====
15
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(12) Related-party Transactions
At December 31, 2004 and 2003, Afinsa and Auctentia collectively
beneficially owned approximately 69% and 72%, respectively, of the Company's
outstanding common stock. Esteban Perez, Chairman of the Board of Directors and
Chief Corporate Strategy Officer for 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 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 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 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.)
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 12.)
At December 31, 2004 and June 30, 2004, Afinsa had outstanding accounts
receivable balances of approximately $7,995 and $27,674, respectively, and such
amounts are included in the accompanying Consolidated Balance Sheets as Accounts
Receivable-related party. During the six months ended December 31, 2004 and
2003, sales to Afinsa were approximately $51,117 and $30,645, respectively, and
are included in the accompanying Consolidated Statements of Operations as Sales
of Inventory - Related Party.
At June 30, 2004 Afinsa had advanced $3,467 to the Company for the
purchase of product relating to the supply contracts referred to above. Such
amount is included in the accompanying Consolidated Balance Sheet as Advances
Payable - related party. The amount was repaid in full in the six months ended
December 31, 2004.
16
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The Company granted options to certain employees of Afinsa for services.
For the six months ended December 31, 2004 such amounts were recorded at fair
value, which amounted to $65.
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 $600,000. The loan is required to be repaid on an annual basis
in three equal installments commencing February 18, 2006; provided that if Mr.
Roberts is employed by the Company on the date that an installment is due, that
installment payment will be forgiven, and that if his employment is terminated
for death, disability, without cause or by Mr. Roberts with good reason (as
defined), then the entire loan will be forgiven at the date of termination. If
Mr. Robert's employment terminates for cause or by Mr. Roberts without good
reason, then the outstanding amount of the loan will accelerate and be due and
payable within 30 days of termination. An aggregate of $600,000 has been
disbursed under the loan agreement to date.
Scott Rosenblum, a director of the Company, is a partner of the law firm
Kramer, Levin, Naftalis & Frankel LLP, which provides legal services to the
Company. Anthony L. Bongiovanni, Jr., also a director of the Company, is
president of Micro Strategies, Incorporated, which provides technological
services to the Company.
On July 1, 2004, one of the minority shareholders of Corinphila Auktionen
made a loan to that company in the aggregate amount of $1,200. This loan bears
interest at the rate of 4% per annum and the maturity date is undefined but with
a six month notice. As of December 31, 2004 the loan balance was $705.
17
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(13) Debt
Demand Notes Payable
- --------------------
December 31, June 30,
2004 2004
The Company has an agreement with PNC Bank for
a line of credit not to exceed $10,000 as
amended in December 2004. Available
borrowings are based on certain limitations as
set forth 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. $ 3,500 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 $ 6,000 $ 8,500
======== ==========
18
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Notes Payable
- -------------
December 31, June 30,
2004 2004
On December 22, 2004, the Company obtained a
mortgage from PNC Bank, N.A., to finance the
purchase of its corporate headquarters. The
mortgage provides for 59 principal payments of
$7 with a final payment of $882 due on January
1, 2010. Under the financing agreements, the
bank may call the mortgage loan at any time,
in which case the mortgage loan will be due
and payable one year and one day following the
exercise of such call option. Further, if the
Company terminates its line of credit with the
bank, the mortgage loan will be payable one
year and one day following such termination. $ 1,313 $ -
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 4,000
On July 1, 2004, one of the minority
shareholders of Corinphila Auktionen made a
loan to that company in the aggregate amount
of $1,200. This loan bears interest at the
rate of 4% per annum and is repayable on
demand, upon six months' notice (related
party). 705 -
Other 299 90
------- --------
Total Notes Payable 6,317 4,090
Less: current portion 5,070 4,090
------- --------
Notes Payable - Long-term Portion $ 1,247 $ -
======= ========
(14) Other Major Customers (Excluding Afinsa)
The Company had no other major customers for the six months ended December
31, 2004 and 2003, respectively. Major customers (other than Afinsa) are those
that accounted for more than 10% of sales.
19
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(15) Income Taxes
Deferred tax attributes resulting from differences between financial
accounting amounts and tax basis of assets and liabilities at December 31, 2004
and June 30, 2004 are as follows:
December 31, June 30,
2004 2004
----------- -------
Current assets and liabilities
Allowance for doubtful accounts 195 160
Inventory valuation reserve 522 522
Inventory uniform capitalization 342 352
Net federal, state operating loss
carry-forwards 1,554 2,787
------ ------
Net current deferred tax asset 2,613 3,821
====== ======
Non-current assets and liabilities
Goodwill and intangible amortization
and impairment 1,522 1,611
Depreciation 60 100
Net state operating and capital loss
carry-forwards 1,698 1,746
Investments in equity-method investees 204 204
Investments in marketable securities -- 40
------ ------
3,484 3,701
Valuation allowance, provision for
income taxes (1,742) (1,742)
------ ------
Net non-current deferred tax asset 1,742 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 the period
ended December 31 2004, the Company continues to believe that it is more likely
than not that the results of future operations will generate sufficient taxable
income to realize certain deferred tax assets. 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.
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 six months ended December 31, 2004. In order to compensate for the
suspension of the state net operating losses, the period of availability has
been extended by two years. During 2004, the State of New Jersey required that
the utilization of net operating losses be limited to 50% of net income for
fiscal year 2005 and thereafter.
20
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The provision for (benefit from) income taxes for the six months ended
December 31, 2004 and 2003 consist of the following:
December 31, December 31,
2004 2003
----------- -----------
Current tax expense 7,289 2,944
Deferred tax expense (benefit) 1,425 --
Net Change in valuation
allowance -- --
----- -----
8,714 2,944
===== =====
The above is further comprised of the following:
Current tax expense
Federal 5,048 --
State 807 300
Foreign 1,434 2,644
----- -----
7,289 2,944
===== =====
Deferred tax expense - net of
change in valuation allowance
Federal 1,036 --
State 389 --
Foreign -- --
----- -----
1,425 --
===== =====
The Company has remaining available federal net operating loss carry
forwards of approximately $2,800 expiring at various times, beginning fiscal
year 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 1, 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 Company has remaining available net operating loss carry forwards for
state tax purposes of approximately $9,400 expiring at various times beginning
in the fiscal years ending 2008 through 2012.
21
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(16) Stock-Based Compensation
The Company accounts for stock option plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income (loss), as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. In accordance with
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," the effect on net income (loss) and net income (loss) per share if
the Company had applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation
is as follows:
Six months ended
December 31,
------------------------
2004 2003
------------------------
Net income - as reported $ 12,789 $ 6,514
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax
effects 1,641 715
---------- ---------
Pro forma net income $ 11,148 $ 5,799
========== =========
Net income per share:
Basic earnings per share - as reported $ 0.47 0.31
Basic earnings per share - proforma $ 0.40 $ 0.27
========== =========
Net income per share:
Diluted earnings per share - as reported $ 0.45 0.28
Diluted earnings per share - proforma $ 0.38 $ 0.25
========== =========
On January 10, 2005, the Compensation Committee of the Company's Board of
Directors approved the acceleration of the vesting of the unvested portion of
all options to purchase shares of the Company's Common Stock awarded under the
Company's Stock Incentive Plan of 1997, as amended, having an exercise price
greater than the closing price at December 31, 2004 of $12.40 per share. This
acceleration is effective as of December 31, 2004 and relates to 312,500 options
that were granted on March 31, 2004 to executive officers and directors of the
Company. The new vest date applies to the unvested one-half of the shares in the
original grants.
Because they will be vested as of December 31, 2004, these options may be
exercised after that date should the price of the Company's Common Stock
appreciate above the original grant price of $14.22 per share. All the other
terms and conditions applicable to outstanding stock option grants still apply.
No other stock grants are affected.
The acceleration eliminates future compensation expense the Company would
otherwise recognize in its income statement with respect to these options once
FASB Statement No. 123R (Share-Based Payment) becomes effective in 2005. The
future expense that is eliminated is approximately $2.0 million. This
22
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
amount will instead be reflected in pro forma footnote disclosure to the second
quarter 2005 financial statements. This footnote treatment is permitted under
the transition guidance provided by the FASB.
(17) Geographic Information
Geographic net sales based on customer location were as follows:
Six Months Ended
December 31,
2004 2003
-------- --------
United States $ 56,100 $ 47,174
Asia Pacific -- 378
Europe 50,930 40,150
-------- --------
$107,030 $ 87,702
======== ========
Net property, plant and equipment by geographic area was as follows:
December 31, June 30,
2004 2004
----------- -------
United States $2,524 $ 861
Spain 1,010 950
Other Europe 287 125
------ ------
$3,821 $1,936
====== ======
(18) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
Six months ended
December 31,
(in thousands)
2004 2003
------- -------
Interest paid $ 234 $ 377
Income taxes paid 7,829 150
Summary of significant non-cash transactions:
Common stock issued for inventory - 10,118
Common stock issued for Auctentia - 6,004
23
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(19) Subsequent Event
On February 1, 2004, the Company entered into a definitive agreement to acquire
all of the outstanding capital stock of John Bull Stamp Auctions, Ltd., located
in Hong Kong, for an aggregate purchase price of HK$1,500 (approximately U.S.$
200), all of which will be paid at closing. The closing, which is subject to
standard conditions, is expected to occur within 30 days.
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
This Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements regarding the
Company's expectations, beliefs, intentions or future strategies that are
signified by the words "expects," "anticipates," "intends," "believes," or
similar language. All forward-looking statements included in this document are
based on information available to the Company on the date hereof, and the
Company assumes no obligation to update any such forward-looking statements.
Actual results could differ materially from those projected in the
forward-looking statements. In evaluating the Company's business, prospective
investors should carefully consider the information set forth below, and in the
Company's Form 10-K, and other filings with the Securities and Exchange
Commission in addition to the other information set forth herein. The Company
cautions investors that its business and financial performance are subject to
substantial risks and uncertainty.
Results of Operations (Amounts in thousands except as noted or per share
information)
General
The Company operates in one segment consisting of various types of
collectibles, including philatelics and numismatics.
For the Six months ended
------------------------------------------------------
December 31, Percentages
---------------------- -----------------------
2004 2003 2004 2003
------- ------- ------- -------
Aggregate Sales 136,007 100,954 100% 100%
======= ======= ======= =======
By Source:
A. Auction 35,908 17,901 26% 18%
B. Sales of Inventory 50,982 52,408 38% 52%
C. Related Party 49,117 30,645 36% 30%
------- ------- ------- -------
136,007 100,954 100% 100%
======= ======= ======= =======
By Market:
A.Philatelics 68,473 49,700 50% 49%
B. Numismatics 67,469 50,437 50% 50%
C. Sports Collectibles 65 316 0% 0%
D. Art -- 1 -- 0%
E. Other Collectibles -- 500 -- 1%
------- ------- ------- -------
136,007 100,954 100% 100%
======= ======= ======= =======
The Company's aggregate sales are generated by the sale of property at
auction, by private treaty and by sale of the Company's inventory, including
sales under the exclusive supply contracts between the Company and Afinsa Bienes
Tangibles, S.A. ("Afinsa"), dated August 1, 2003, as amended. Afinsa and its
wholly owned subisidary Auctentia, S.L. ("Auctentia"), collectively beneficially
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.
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'
25
share, consisting primarily of commissions paid by sellers and buyers.
Generally, the Company earns a commission from the sellers 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 Company's operating expenses consist of general and administrative
expenses, salaries, marketing and depreciation expenses for the three and six
months ended December 31, 2003 and 2004. General and administrative expenses are
incurred to provide support and services to those employees, including the
physical facilities and data processing. Marketing expenses are incurred to
promote the services of the Company to sellers and buyers of collectibles
through advertising and public relations, producing and distributing its auction
catalogs and conducting auctions.
Sales of inventory to Afinsa (a related party) under the exclusive supply
contracts represented a significant portion of the Company's aggregate sales,
revenue and gross profit for the three and six months ended December 31, 2004.
There is no assurance that such sales, revenues and gross profit will continue
at this level (see "Issues and Uncertainties", below).
Sales of philatelic material to Afinsa under the contracts are made via
the fulfillment of purchase orders from Afinsa. The Company generally purchases,
inspects, and processes the philatelic materials in a format specified by
Afinsa. The prices for material sold by the Company to Afinsa under the
contracts are based on Afinsa's "bid" prices, which are determined with
reference to prices for such material contained in catalogs that are used
throughout the industry. In certain cases the Company obtains independent
appraisals of such catalog prices. Although the actual percentage of catalog
value varies based on the type of material involved and related supply and
demand factors, the Company believes that in any given case, the percentage is
substantially equivalent to what would be charged by a clearly independent
party. In addition to receiving the purchase price for the material sold, the
Company receives a 10% sourcing fee from Afinsa on all material sold for the
consolidation and processing of the stamps. The Company believes that the
delivery and payment terms with Afinsa do not differ materially from those that
would be negotiated with other major customers in the industry. All transactions
with Afinsa are "related party" transactions under applicable Nasdaq listing
standards.
Three months ended December 31, 2004
Compared with the three months ended December 31, 2003
Revenues
Three months ended December 31, 2004 Three months ended December 31, 2003
--------------------------------------------- --------------------------------------------
Revenues Cost of Gross Gross Revenues Cost of Gross Gross
Goods Sold Profit Profit % Goods Sold Profit Profit
--------------------------------------------- --------------------------------------------
Existing Operations 28,159 25,596 2,563 9% 24,785 21,669 3,116 13%
Expanded Operations 30,781 13,903 16,878 55% 28,430 18,154 10,276 36%
----------------------------------------------------------------------------------------------
58,940 39,499 19,441 33% 53,215 39,823 13,392 25%
==============================================================================================
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 year ended June 30, 2003, and "Expanded Operations" represents business that
were acquired or developed during the fiscal year ended June 30,
26
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.
These recently acquired businesses are: Corinphila Auktionen (65% interest);
Heinrich Kohler Berliner Briefmarken-Auktionen (66.67% interest); Heinrich
Kohler Auktionshaus; Heinrich Kohler Briefmarkenhandel; Heinrich Kohler
Verwaltungs; Auctentia Deutschland; Auctentia Subastas (European subsidiaries);
Bowers and Merena Galleries; Kingswood Coin Auctions; Superior Sports Auctions;
and Nutmeg Stamp Sales (U.S. subsidiaries).
Revenues:
The Company recorded an increase in total revenues of approximately $5,725
(11%), to approximately $58,940 for the three months ended December 31, 2004
from approximately $53,215 for the three months ended December 31, 2003.
Revenues from Existing Operations were $28,159 for the three months ended
December 31, 2004, an increase of $3,374 (or 12%) from $24,785 for the three
months ended December 31, 2003.
Revenues attributable to Expanded Operations for the three months ended
December 31, 2004 were as follows: $347 from the seven new European
subsidiaries; $2,935 from the four new U.S. subsidiaries; and $27,499 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% fee provided for under the contracts.
For the three months ended December 31, 2004, the total revenue of
approximately $58,940 comprised approximately $55,511 of revenue from sales of
owned inventory and approximately $3,429 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 $6,049 (31%), to approximately
$19,441 for the three months ended December 31, 2004 from approximately $13,392
for the three months ended December 31, 2003. The increased gross profit was the
result of an increase in revenue of $5,725, coupled with an increase in gross
profit percentage from Expanded Operations; the overall gross profit percentage
increased from 25% for the three months ended December 31, 2003 to 33% for the
three months ended December 31, 2004.
The largest contributing factor to the increase in gross profit and gross
profit percentage was $27,499 in direct sales to Afinsa (a related party) in the
three months ended December 31, 2004 as compared to $19,967 for the three months
ended December 31, 2003, under the exclusive supply contracts (part of Expanded
Operations). Exclusive of sales to Afinsa, the gross profit decreased from 21%
for the quarter ended December 31, 2003 to 15% for the quarter ended December
31, 2004.
Revenue attributable to the operations of the seven European and the four
U.S. subsidiaries acquired by the Company during the year ended June 30, 2004
(part of Expanded Operations) also contributed to the increase in gross profit
and gross profit percentage; this revenue consisted almost entirely of
commissions, with respect to which there is no corresponding cost of goods sold.
27
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%.)
Operating Expenses:
Existing Expanded Total
Operations Operations Operations
-------------------------------- ------------------------------- ------------
Three months ended December Three months ended December
-------------------------------- -------------------------------
2004 2003 Variance Var % 2004 2003 Variance Var % 2004 2003
- --------------------------------------------------------------------------------------------------------------------------
General & Administrative 1,172 1,559 (387) -25% 1,267 1,050 217 21% 2,439 2,609
Salaries 1,484 2,192 (708) -32% 1,668 618 1,050 170% 3,152 2,810
Marketing 236 475 (239) -50% 681 85 596 701% 917 560
Depreciation & Amortization 84 128 (44) -34% 197 98 99 101% 281 226
------------------------------------------------------------------------------------------
2,976 4,354 (1,378) -32% 3,813 1,851 1,962 106% 6,789 6,205
- ---------------------------------=========================------------=======================---------------==============
The Company's operating expenses increased approximately $584 (9%) during
the three months ended December 31, 2004 as compared to the three months ended
December 31, 2003. Operating expenses attributable to Existing Operations
declined $1,378 (32%). However, when adjusted for corporate overhead charged to
the expanded operations, $100, the quarter over quarter operating expenses
decreased $1,278 (29%). Operating expenses of $1,578 for the three months ended
December 31, 2004, a decrease of $273 as compared to $1,851 for the three months
ended December 31, 2003 were attributable to the operations of the seven
European subsidiaries (part of Expanded Operations). Operating expenses were
$2,235 from the four U.S. subsidiaries (part of Expanded Operations). The
acquisitions of the four new U.S. subisidaries took place after December 31,
2003; therefore, there was no activity attributable to the operation of these
subsidiaries for three months ended December 31, 2003.
With respect to Existing Operations, general and administrative expenses
decreased $387 (25%). The decrease when adjusted for corporate overhead charged
to Expanded Operations decreased $287 or (18%). Auction expenses are included as
general and administrative expenses and increased $310 from $350 for the three
months ended December 31, 2003 to $660 for the three months ended December 31,
2004. Auction expenses attributable to Expanded Operations accounted for $140 of
the increase. In the remaining increase of $170 there was an increase in auction
expenses of $197 in existing coin companies and a slight decrease of $38 for
auction expenses for existing stamp companies. Excluding auction expenses and
corporate overhead charges to Expanded Operations, general and administrative
expenses decreased $482 (21%), resulting from synergies achieved from the
acquisitions in the third quarter of fiscal 2004, which offset a duplication of
overhead expenses during the second quarter of fiscal 2004 resulting from the
relocation of one of the Company's subsidiaries. Offsetting these reductions,
general and administrative expenses for corporate overhead increased by $315 and
was due to the following: an increase in professional fees in the amount of $76
(largely due to costs associated with compliance with the Sarbanes-Oxley Act of
2002 and audit fees for the European acquisitions), increased insurance costs of
$18 and an increase of $14 in bank fees to secure the new line of credit.
28
Total salaries and wages increased approximately $342 (12%) for the three
months ended December 31, 2004. Salaries and wages for existing operations
decreased $708 (32%) from $2,192 for the three months ended December 31, 3002 to
$1,484 for the three months ended December 31, 2004. The largest factor in the
decrease was the fact that there were no executive bonuses accrued for in the
quarter ended December 31, 2004. Because of increased profitability, all fiscal
2005 year end bonuses were fully accrued for in the first quarter, whereas in
the three months ended December 31, 2003 there were bonuses accrued for in the
amount of $513. In salaries as in general and administrative expenses there was
a duplication of salaries during the three months ended December 31, 2003 as a
result of the moving of a company to the west coast which also accounted for the
higher salaries in the three months ended December 31, 2003.
Marketing expenses for Existing Operations decreased approximately $239
(50%), to $236 for the three months ended December 31, 2004 from $475 for the
three months ended December 31, 2003, with $184 being attributed to there being
two fewer major live philatelic auctions in the three months ended December 31,
2004. The major components of marketing expense are catalogs and advertising.
Depreciation and amortization for Existing Operations decreased for the
three months ended December 31, 2004 by approximately $44 (34%), as a result of
the capitalized costs for the development of the Company`s web site as well as
new financial software became fully depreciated during the previous quarters.
Increased costs for the three months ended December 31, 2004 were offset
by revenue increases during the period as operating costs as a percentage of
operating revenue was 12% for the three months ended December 31, 2004 and 2003,
respectively. As compared to aggregate sales, the operating costs were 10% for
the three months ended December 31, 2004 and 2003, respectively.
Interest income and expense:
Interest expense (net of interest income) for the three months ended
December 31, 2004 increased approximately $7 from the three months ended
December 31, 2003, from approximately $98 to approximately $105. Interest income
increased by $62 for the three months ended December 31, 2004 over December 31,
2003 due largely to $44 of interest income generated from advances to consignors
by Expanded Operation's companies, an additional $15 from European investments
which were $58 for the three months ended December 31, 2004 as opposed to $43
for the three months ended December 31, 2003. Interest expense increased $69 in
large part due to an increase in loan balances outstanding at December 31, 2004
of approximately $11,004, excluding the recently acquired mortgage commitment,
from approximately $4,669 for the period ended December 31, 2003.
Other income and expense:
Other income (expense) decreased from income of $7 for the three months
ended December 31, 2003 to expense of $111 for the three months ended December
31, 2004. Of the net change of $118, $141 was the result of adjusting
inter-company loans and interest to reflect changes in the fluctuation of the
value of the dollar versus the euro.
29
Provision for Income Taxes:
The Company's effective tax rates for the three months ended December 31,
2004 and December 31, 2003 were approximately 38% and 31%, respectively. The
rate is based on a blended rate consisting of U.S. Federal, state and foreign
statutory income tax rates. Our effective tax rate could be adversely affected
by several factors, many of which are outside of our control. The increase in
the provision for income taxes is mainly due to the lower than normal prior year
balance. Based on the evaluation of relevant factors last year, a valuation
allowance for deferred tax assets was recorded because it was determined that it
was more likely than not that a portion or all of the deferred tax assets would
not be realized. The uncertainty with generating sufficient taxable income in
the future to offset the deductibility of the temporary difference. However, as
the situation improved during the fiscal year ended June 30, 2004, a 100%
valuation allowance was determined to be no longer necessary. Our provision for
income taxes represents our estimate of the full year's tax rate based upon the
expected taxable income taxed at the applicable jurisdiction. 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.
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:
The Company's increase in gross profit of approximately $6,049 for the
three months ended December 31, 2004 was partially offset by an increase in
operating expenses of $585 resulting in a net gain of 5,464 in operating income.
Six months ended December 31, 2004
Compared with the six months ended December 31, 2003
Revenues
Six months ended December 31, 2004 Six months ended December 31, 2003
---------------------------------------------- -----------------------------------------
Revenues Cost of Gross Gross Revenues Cost of Gross Gross
Goods Sold Profit Profit % Goods Sold Profit Profit
---------------------------------------------- -----------------------------------------
Existing Operations 51,157 45,984 5,173 10% 47,552 41,229 6,323 13%
Expanded Operations 55,873 24,443 31,430 56% 40,150 25,620 14,530 36%
----------------------------------------------------------------------------------------
107,030 70,427 36,603 34% 87,702 66,849 20,853 24%
- -------------------------========================================================================================
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 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. These
recently acquired businesses are: Corinphila Auktionen (65% interest); Heinrich
Kohler Berliner Briefmarken-Auktionen (66.67% interest); Heinrich Kohler
Auktionshaus;
30
Heinrich Kohler Briefmarkenhandel; Heinrich Kohler Verwaltungs; Auctentia
Deutschland; Auctentia Subastas (European subsidiaries); Bowers and Merena
Galleries; Kingswood Coin Auctions; Superior Sports Auctions; and Nutmeg Stamp
Sales (U.S. subsidiaries).
Revenues:
The Company recorded an increase in total revenues of approximately
$19,328 (22%), to approximately $107,030 for the six months ended December 31,
2004 from approximately $87,702 for the six months ended December 31, 2003.
Revenues from Existing Operations were $51,157 for the six months ended
December 31, 2004, an increase of $3,605 (or 8%) from $47,552 for the six months
ended December 31, 2003.
Revenues attributable to Expanded Operations for the six months ended
December 31, 2004 were as follows: $1,813 from the seven new European
subsidiaries; $4,943 from the four new U.S. subsidiaries; and $49,117 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% fee provided for under the contracts.
For the six months ended December 31, 2004, the total revenue of
approximately $107,030 comprised approximately $100,099 of revenue from sales of
owned inventory and approximately $6,931 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 $15,750 (76%), to approximately
$36,603 for the six months ended December 31, 2004 from approximately $20,853
for the six months ended December 31, 2003. The increased gross profit was the
result of an increase in revenue of $19,328, coupled with an increase in gross
profit percentage from 24% for the six months ended December 31, 2003 to 34% for
the six months ended December 31, 2004.
The largest contributing factor to the increase in gross profit and gross
profit percentage was $49,117 in direct sales to Afinsa (a related party) in the
six months ended December 31, 2004 as compared to $30,645 for the six months
ended December 31, 2003, under the exclusive supply contracts (part of Expanded
Operations). Exclusive of sales to Afinsa, the gross profit percentage decreased
from 19% for the six months ended December 31, 2003 to 18% for the six months
ended December 31, 2004. There were no sales under the exclusive supply
contracts prior to September 1, 2004, with the result that there were only four
months of revenue attributable to sales thereunder for the six months ended
December 31, 2003.
Revenue attributable to the operations of the seven European and the four
U.S. subsidiaries acquired by the Company during the year ended June 30, 2004
(part of Expanded Operations) also contributed to the increase in gross profit
and gross profit percentage; 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
31
there is no cost of goods sold and therefore where the gross profit percentage
will be 100%.)
Operating Expenses
Existing Expanded Total
Operations Operations Operations
-------------------------------- ------------------------------- ------------
Six months ended December Six months ended December
-------------------------------- -------------------------------
2004 2003 Variance Var % 2004 2003 Variance Var % 2004 2003
- --------------------------------------------------------------------------------------------------------------------------
General & Administrative 2,477 3,154 (677) -21% 3,620 1,467 2,153 147% 6,097 4,621
Salaries 3,245 3,893 (648) -17% 3,223 803 2,420 301% 6,468 4,696
Marketing 488 810 (322) -40% 1,228 130 1,098 845% 1,716 940
Depreciation & Amortization 173 241 (68) -28% 384 129 255 198% 557 370
----------------------------------------------------------------------------------------
6,383 8,098 (1,715) -21% 8,455 2,529 5,926 234% 14,838 10,627
- ---------------------------------=========================-----------=======================--------------===============
The Company's operating expenses increased approximately $4,211 (40%)
during the six months ended December 31, 2004 as compared to the six months
ended December 31, 2003. Operating expenses attributable to Existing Operations
declined $1,715 (21%), however, when adjusted for corporate overhead charged to
the expanded operations, $554, the year-to-year operating expenses decreased
$1,161 (14%). Operating expenses of $4,333 for the six months ended December 31,
2004, an increase of $1,804 as compared to $2,529 for the four months ended
December 31, 2003, was attributable to the operations of the seven European
subsidiaries (part of Expanded Operations) and $4,122 of the increase related to
the four U.S. subsidiaries (part of Expanded Operations). It should be noted
that in the six months ended December 31, 2003 there were only four months of
operations for the seven European subsidiaries, and there was no activity for
the four new U.S. subsidiaries since those acquisitions had not taken place as
of December 31, 2003.
With respect to Existing Operations, general and administrative expenses
decreased $735 (31%). The decrease, when adjusted for corporate overhead charged
to Expanded Operations, decreased $123 or (5%). Auction expenses are included as
general and administrative expenses and increased $58 from $801 for the six
months ended December 31, 2003 to $859 for the six months ended December 31,
2004. There was an increase in auction expenses of $231 in existing coin
companies and offsetting this increase was a decrease of $173 for auction
expenses for existing stamp companies as there were two fewer stamp auctions in
the six months ended December 31, 2004. Excluding auction expenses, general and
administrative expenses decreased $623 (63%). The second quarter of fiscal 2003
had a duplication of overhead as an east coast company was being moved to the
west coast and synergies as the result of the acquisitions in the United States
in the 3rd quarter of the fiscal year ended 2004 resulted in the reduction of
$550 of general and administrative expenses. Offsetting these reductions general
and administrative expenses for corporate overhead increased by $315 and was
primarily due to the following: an increase in professional fees in the amount
of $163 (largely due to costs associated with compliance with the Sarbanes-Oxley
Act of 2002 and audit fees for the European acquisitions), increased insurance
costs of $35, repairs and maintenance of $43 to upgrade the Corporate offices
and an increase of $15 in bank fees to secure the new line of credit.
32
Salaries and wages for Existing Operations decreased approximately $648
(17%) for the six months ended December 31, 2004. There was, however, an
allocation of $378 of salaries to cost of goods sold to reflect salaries
directly related to the exclusive supplier agreement with Afinsa. When adjusted
for this allocation, actual salaries for the six months ended December 31, 2004
decreased $270 (7%) when compared to December 31, 2003, which did not have the
salary allocation for the exclusive supplier agreement. In salaries as in
general and administrative expenses there was a duplication of expenses during
the second quarter of fiscal 2003 as a result of the moving of a company to the
west coast and coupled with synergies with the consolidation of salaries in the
current fiscal year resulted in a reduction of $294 in salaries.
Marketing expenses for Existing Operations decreased approximately $322
(40%), to $488 for the six months ended December 31, 2004 from $810 for the six
months ended December 31, 2003, with $260 being attributed to there being two
fewer major auctions in the six months ended December 31, 2004. The major
components of marketing expense are catalogs and advertising.
Depreciation and amortization for "existing operations" decreased for the
six months ended December 31, 2004 by approximately $68 (28%), as capitalized
costs for the development of the Company`s web site became fully depreciated
during the previous quarters.
Increased costs for the six months ended December 31, 2004 were not offset
by revenue increases during the period as operating costs as a percentage of
operating revenue increased to 14% for the six months ended December 31, 2004,
from 12% for the six months ended December 31, 2003. As compared to aggregate
sales, the operating costs were 11% for the six months ended December 31, 2004
and 2003, respectively.
Interest income and expense:
Interest expense (net of interest income) for the six months ended
December 31, 2004 decreased approximately $162 from the six months ended
December 31, 2003, from approximately $292 to approximately $130. Interest
income increased by $309 for the six months ended December 31, 2004 over
December 31, 2003 due largely to $146 of interest income generated from advances
to consignors by Expanded Operation's companies, an additional $102 from
European investments which were $145 for the six months ended December 31,2004
as opposed to $43 for the four months ended December 31, 2003 and an additional
$61 from existing companies. Interest expense increased $147 in large part due
to an increase in loan balances outstanding at December 31, 2004 of
approximately $6,500, excluding the recent mortgage commitment, from
approximately $4,669 for the period ended December 31, 2003 to $11,170 for the
period ended December 31, 2004.
Other income and expense:
Other income (expense) decreased from other income of $24 for the six
months ended December 31, 2003 to other expense of $132 for the six months ended
December 31, 2004. Of the net change of $156, $141 was the result of adjusting
inter-company loans and interest to reflect changes in the fluctuation of the
value of the dollar versus the euro.
Provision for Income Taxes:
The Company's effective tax rates for the six months ended December 31,
2004 and 2003 were approximately 41% and 31%, respectively. The rate is based on
a blended rate consisting of U.S. Federal, state and foreign statutory income
tax rates. Our effective tax rate could be adversely affected by
33
several factors, many of which are outside of our control. The increase in the
provision for income taxes is mainly due to the lower than normal prior year
balance. Based on the evaluation of relevant factors last year, a valuation
allowance for deferred tax assets was recorded because it was determined that it
was more likely than not that a portion or all of the deferred tax assets would
not be realized. The uncertainty with generating sufficient taxable income in
the future to offset the deductibility of the temporary difference. However, as
the situation improved during the fiscal year ended June 30, 2004, a 100%
valuation allowance was determined to be no longer necessary. Our provision for
income taxes represents our estimate of the full year's tax rate based upon the
expected taxable income taxed at the applicable jurisdiction. 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.
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:
The Company's increase in gross profit of approximately $15,749 for the
six months ended December 31, 2004 was partially offset by an increase in
operating expenses of $4,211 resulting in a net gain of $11,538 in operating
income. Of the increase of $4,211 of increased operating expenses $4,122 was
related to Expanded Operations.
Liquidity and Capital Resources
At December 31, 2004, the Company's working capital position was
approximately $62,420 compared to approximately $48,404 as of June 30, 2004.
The net increase of approximately $14,016 in working capital was largely due to
an increase in advances to consignors of $7,624, an increase of inventory of
$6,047 and a decrease of $3,467 for advances payable - related party.
The Company used cash for investing activities for the six months ended
December 31, 2004 of approximately $2,394. The purchase of the corporate
headquarters for approximately $1,743 was the primary use of cash with the
purchase of intangible assets of $450 accounting for most of the balance.
The Company used cash for financing activities of approximately $185 for
the six months ended December 31, 2004. A net repayment of debt of $273 was
offset by $88 from the exercise of options.
The Company believes that the current cash position will provide the
Company with the necessary funds to meet our operating and capital expenditure
needs for the next twelve months.
34
Contractual Obligations.
- ------------------------
Our contractual obligations related to non-cancelable operating and capital
leases at December 31, 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 10,944 10,944
Long-Term Debt 1,313 88 175 1,050
Capital Lease and Other Debt Obligations 60 26 19 15
Operating Lease Obligations 1,628 783 662 193
---------------------------------------------------------------------------
Total 13,955 11,841 856 1,258
- -------------------------------------------------------------------------------------------------------------------
Critical Accounting Policies
- ----------------------------
The critical accounting policies are described on pages 19 through 21 of
the financial section of its 2004 annual report. In the circumstances of GMAI's,
management believes its "critical accounting policies" are those which encompass
the use of estimates (because of inherent subjectivity), revenue recognition,
allowance for doubtful accounts and sales returns, inventory valuation and
classification and deferred tax valuation allowance.
Issues and Uncertainties
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, and for the first two quarters of the fiscal
year ending June 30, 2005, reflect a material improvement over the
results of prior periods, a significant portion of the Company's
aggregate sales, revenue and gross profit for such periods was
attributable to sales to Afinsa (a related party). There is no
assurance that such sales, revenues and gross profit will continue
at these levels. A decrease in the level of sales to Afinsa or the
termination of the supply agreements with Afinsa 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.
35
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 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.
36
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 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.
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,
37
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
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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial market prices, including interest rate risk, foreign
currency exchange rate risk, investment risk, commodity price risk and other
relevant market rate or price risks.
Interest Rate Risks
Interest rates on the Company's credit facilities with PNC Bank and
Banco Santander Central Hispano are market-based. (See Note 12 to Notes to
Consolidated Financial Statements.) Accordingly, the Company is exposed to
certain interest rate risks caused by fluctuations in interest rates. If, for
example, the LIBOR and the "prime" rates were to increase by 1% for any given
year, our interest expense would increase by approximately $125,000 for the
period (assuming that all amounts available under such credit facilities - that
is, $12,500,000 - are drawn down.) There can be no assurance that interest rates
will not increase over the next fiscal year. However, because we do not believe
that our exposure to interest rate risk is significant, we have not undertaken
specific steps to reduce or eliminate this risk.
Foreign Currency Risks
Business transactions originating from our United States and Asian
operations are denominated in U.S. dollars. Transactions from our European
operations, which in fiscal 2004 accounted for approximately 35% of total net
revenues, are denominated in Euros.
38
The average Euro to dollar exchange rate during fiscal 2004 was $1.22
U.S. dollar to $1.0 Euro. As a result of this exchange rate, the company enjoyed
a favorable exchange rate advantage equal to $1.3 million in fiscal 2004. A 5%
change in the Euro to dollar exchange rate would have had a effect on the
company's net profits in fiscal 2004 of $300,000.
The Company does not believe it is exposed to material foreign currency
risks. As a result, we do not enter into any hedging activities to minimize such
risk.
Other Market Risks
The Company maintains investments in equity instruments of public and
privately held companies for business and strategic purposes. These investments
are included in marketable securities and other long-term assets and are
accounted for under the cost method when ownership is less than 20% and the
Company does not have the ability to exercise significant influence over
operations. For these investments, the Company's policy is to regularly review
the assumptions underlying the operating performance and cash flow forecasts in
assessing the carrying values. The Company identifies and records impairment
losses on long-lived assets when events and circumstances indicate that such
assets might be impaired.
The Company may, at times, be exposed to commodity price risk on certain
inventory products. The Company historically has not experienced any significant
commodity price risks.
The Company does not allow speculation in derivative instruments for
profit or execution of derivative instrument contracts for which there are no
underlying exposures. We do not intend to use financial instruments for trading
purposes.
The Company will assess the significance of interest rate, exchange rate
and other market risks on a periodic basis and will implement strategies to
manage risk as appropriate.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. Within 90 days prior to the date of
this report, the Company carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
Chief Executive Officer along with the Company's Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14.
Based upon the foregoing, the Company's Chief Executive Officer along
with the Company's Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective. There have been no significant
changes in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to the date the Company
completed its evaluation. As an "accelerated filer", the Company will be
required by the Sarbanes-Oxley Act of 2002, as amended, to include an assessment
of its internal control over financial reporting and attestation from an
independent registered public accounting firm in its Annual Report on Form 10-K
commencing with the fiscal year ended June 30, 2005.
39
GREG MANNING AUCTIONS, INC.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities
None.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Exhibit Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer*
31.2 Exhibit Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer*
32.1 Section 1350 Certification of Chief Executive Officer *
32.2 Section 1350 Certification of Chief Financial Officer *
(b) Reports on Form 8-K
(1) Report on Form 8-K filed on November 9, 2004, relating
to a press release containing material non public
information and non-GAAP financial information, issued
on November 4, 2004.
(2) Report on Form 8-K filed on December 29, 2004, relating
to amendments to the Loan Agreement between the Company
and PNC, N.A., dated May 28, 2004, and certain related
documents.
* Filed herewith
40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized
GREG MANNING AUCTIONS, INC.
Dated: February 8, 2005
/s/ Greg Manning
----------------------------------
Greg Manning
Chairman and Chief Executive Officer
/s/ Larry Crawford
----------------------------------
Larry Crawford
Chief Financial Officer
41