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 March 31, 2005
--------------
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 May 12, 2005, Issuer had 27,458,345 shares of its Common Stock
outstanding.
GREG MANNING AUCTIONS, INC.
Table of Contents
Page Number
-----------
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
June 30, 2004 and March 31, 2005 3
Condensed Consolidated Statements of Operations for the
three and nine months ended March 31, 2005 and 2004 4
Condensed Consolidated Statement of Stockholders'
Equity for the nine months ended March 31, 2005 5
Condensed Consolidated Statements of Cash Flows for the
nine months ended March 31, 2005 and 2004 6
Condensed Consolidated Statements of Comprehensive Income
for the nine months ended March 31, 2005 and 2004 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 26
Item 3. Quantitative and Qualitative Disclosures About Market Risk 40
Item 4. Controls and Procedures 41
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 42
Item 2. Changes in Securities 42
Item 3. Defaults Upon Senior Securities 42
Item 4. Submission of Matters to a Vote of Security Holders 42
Item 5. Other Information 42
Item 6. Exhibits and Reports on Form 8-K 42
Signatures 43
PART I. FINANCIAL INFORMATION
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Balance Sheets
(amounts in thousands except per share data)
March 31, June 30,
2005 2004
--------- --------
Assets (Unaudited) (Audited)
------
Current Assets
Cash and Cash Equivalents $ 29,779 $ 16,263
Accounts Receivable, Net;
Auctions and Trade 17,869 14,086
Related Party 12,849 27,674
Advances to Consignors 6,470 4,032
Inventory 51,365 40,816
Deferred Tax Asset 1,950 3,821
Prepaid Expenses 948 674
--------- ---------
Total Current Assets 121,230 107,366
Property and Equipment, Net 3,571 1,936
Goodwill, Net 9,427 9,163
Other Purchased Intangibles, Net 2,030 1,898
Marketable Securities 129 186
Other Non-Current Assets
Loans Receivable - Related Party 600 600
Inventory 7,111 7,336
Deferred Tax Asset 1,719 1,959
Other 786 240
--------- ---------
Total Assets $ 146,603 $ 130,684
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Demand Notes Payable - Bank $ 6,500 $ 8,500
Notes Payable - Current 5,601 4,090
Payable to Third Party Consignors 9,313 10,387
Accounts Payable 18,650 20,605
Accrued Expenses and Other Current Liabilities 2,771 4,170
Income Taxes Payable 7,360 7,743
Advances Payable - Related Party -- 3,467
--------- ---------
Total Current Liabilities 50,195 58,962
Notes Payable - Long Term 1,203 --
--------- ---------
Total Liabilities 51,398 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: March 31, 2005 - 27,458 shares, Outstanding -
27,458 shares 278 277
Issued: June 30, 2004 - 27,716 shares, Outstanding -
27,348 shares
Additional paid in capital 69,145 71,431
Accumulated Other Comprehensive Income: 4,075 1,832
Retained Earnings 21,707 730
Treasury stock, at cost:
0 and 368 shares at March 31, 2005 and June 30, 2004,
respectively -- (2,548)
--------- ---------
Total Stockholders' Equity 95,205 71,722
--------- ---------
Total Liabilities and Stockholders' Equity $ 146,603 $ 130,684
========= =========
See accompanying notes to financial statements
3
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Operations
For the Three and Nine Months Ended March 31,
(thousands except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2005 2004 2005 2004
--------- --------- --------- ---------
Operating Revenues
Sales of inventory $ 25,185 $ 25,977 $ 76,167 $ 78,385
Sales of inventory - related party 26,027 34,883 75,144 65,528
Auction commissions earned 4,500 3,645 11,431 8,294
--------- --------- --------- ---------
Total Revenues 55,712 64,505 162,742 152,207
Cost of merchandise sold 23,168 23,724 70,595 68,742
Cost of merchandise sold - related party 10,868 23,780 33,868 45,611
--------- --------- --------- ---------
Gross profit 21,676 17,001 58,279 37,854
Operating Expenses
General and Administrative 3,827 4,681 9,924 9,302
Salaries and Wages 3,101 2,479 9,569 7,175
Depreciation and Amortization 299 224 856 594
Marketing 1,062 670 2,778 1,610
--------- --------- --------- ---------
Total Operating Expenses 8,289 8,054 23,127 18,681
--------- --------- --------- ---------
Operating Income 13,387 8,947 35,152 19,173
--------- --------- --------- ---------
Other Income (Expense)
Interest Income 268 80 662 165
Interest Expense (234) (213) (758) (590)
Impairment of investment in investee -- -- -- (500)
Other (270) (8) (402) 15
--------- --------- --------- ---------
Income before income taxes 13,151 8,806 34,654 18,263
Provision for income taxes 4,963 2,287 13,677 5,231
--------- --------- --------- ---------
Net Income 8,188 $ 6,519 $ 20,977 $ 13,032
========= ========= ========= =========
Basic Earnings per Share
Weighted average shares outstanding 27,438 26,492 27,393 22,997
========= ========= ========= =========
Basic Earnings per share $ 0.30 $ 0.25 $ 0.77 $ 0.57
========= ========= ========= =========
Diluted Earnings per Share
Weighted average shares outstanding 28,668 28,808 28,692 24,957
========= ========= ========= =========
Diluted Earnings per Share $ 0.29 $ 0.23 $ 0.73 $ 0.52
========= ========= ========= =========
See accompanying notes to financial statements
4
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statement of Stockholders' Equity
July 1, 2004 to March 31, 2005
(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 110 1 197 198
Translation adjustment 2,150 2,150
Options issued for services and
other-Afinsa (Note 12) 65 65
Unrealized gain from Marketable 93 93
Securities, net of tax
Retirement of treasury stock (368) (2,548) 2,548 --
Net income - March 31, 2005 20,977 20,977
-------- -------- -------- -------- -------- -------- --------
Balance March 31, 2005 27,458 $ 278 $ 69,145 $ 4,075 $ 21,707 $ -- $ 95,205
======== ======== ======== ======== ======== ======== ========
See accompanying notes to financial statements
5
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Cash Flows
For the Nine Months Ended March 31
(amounts in thousands)
(Unaudited)
2005 2004
--------- --------
Cash flows from operating activities:
Net Income $ 20,977 $ 13,032
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization 856 517
Provision for bad debts (262) 496
Provision for inventory reserve 350 755
Options issued for services - related party 65 230
Realized loss on sale of marketable securities 4 --
Deferred tax (benefit) expense 2,111 --
Impairment of investment in investee -- 500
(Increase) decrease in assets: (net of acquisition amounts)
Accounts receivable - Trade (3,521) (3,300)
Accounts receivable - Related Party 14,825 (13,565)
Advances to consignors (2,438) (1,365)
Other -- (1,619)
Inventory (10,899) (15,615)
Prepaid expenses (274) (82)
Other assets (321) (279)
Increase (decrease) in liabilities: (net of acquisition amounts)
Payable to third-party consignors (1,074) 5,652
Accounts payable (1,955) 12,685
Accrued expenses and other liabilities (1,399) 2,566
Advances payable - related party (3,467) --
Advances payable -- 625
Income taxes payable (383) 5,096
-------- --------
13,195 6,329
Cash flows used by investing activities
Capital expenditures for property and equipment (2,243) (402)
Purchase of Intangible Assets - Acquisitions (644) (1,900)
Proceeds from sale of marketable securities and investments 146 --
-------- --------
(2,741) (2,302)
Cash flows from financing activities:
Net proceeds from (repayment of) demand notes payable (2,000) --
Proceeds from issuance of loan payable 2,791 1,000
Repayment of loans payable (77) --
Net proceeds from loans and loans payable -- 168
Proceeds from exercise of options 198 1,375
Proceeds from issuance of stock -- 5,536
-------- --------
912 8,079
Effect of exchange rates 2,150 1,808
-------- --------
Net change in cash and cash equivalents 13,516 13,914
Cash and cash equivalents:
Beginning of period 16,263 2,250
-------- --------
End of period $ 29,779 $ 16,164
======== ========
See accompanying notes to financial statements
6
GREG MANNING AUCTIONS, INC.
Condensed Consolidated Statements of Comprehensive Income
For the Nine Months Ended March 31
(amounts in thousands)
(Unaudited)
2005 2004
-------- --------
Net Income $ 20,977 $ 13,032
Other Comprehensive Income
Unrealized gain on securities, net of tax (6) 110
Currency translation adjustment, net of tax 2,150 1,808
-------- --------
$ 23,121 $ 14,950
======== ========
See accompanying notes to financial statements
7
Greg Manning Auctions, Inc.
Notes to Condensed 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, John Bull Auctions,
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 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 March 31, 2005 and 2004, 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 nine
months ended March 31, 2005 and 2004, Afinsa was the Company's significant
customer, with revenues accounting for $75,144 or 46%, and $65,528 or 43%,
respectively.
Transactions under the supply agreements with Afinsa (a related party)
have had a significant effect on the business, financial condition and results
of operations of the Company.
Basis of Presentation
- ---------------------
The consolidated financial statements of the Company include the accounts
of its wholly owned and majority owned subsidiaries. All intercompany accounts
and transactions have been eliminated in consolidation. Minority interest is not
material to the consolidated financial statements.
The Company accounts for all investments in investees under the cost
method of accounting when such investment ownership is less than 20%. The
Company accounts for investments in investees under the equity method of
accounting when the Company owns more than 20% of the entity, but less than
majority owned and not otherwise controlled by the Company.
8
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The accompanying condensed consolidated balance sheets as of March 31,
2005 and June 30, 2004 and related condensed consolidated statements of
operations, stockholders' equity, cash flows and comprehensive income for the
nine months ended March 31, 2005 and 2004 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 annual
reporting period of the first fiscal year beginning on or 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.
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
9
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
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 March 31, 2005 and June 30, 2004, the allowance for doubtful
accounts included in auction receivables was approximately $356 and $1,095,
respectively.
10
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(4) Marketable Securities
Investments available for sale in marketable securities as of March 31,
2005 and June 30, 2004 is as follows:
Market Unrealized
Cost Value Gain (Loss)
----- ------ -----------
March 31, 2005 Common Stock $ 135 $ 129 $ (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 Condensed 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:
Nine Months
Ended
March 31,
-------------------
2005 2004
------- -------
BASIC EARNINGS PER SHARE:
Numerator:
Earnings available to common stockholders $20,977 $13,032
Denominator:
Weighted average common shares outstanding 27,393 22,997
Net earnings per share: - Basic 0.77 0.57
======= =======
DILUTED EARNINGS PER SHARE:
Numerator:
Earnings available to common stockholders $20,977 $13,032
Denominator:
Weighted average common shares outstanding 27,393 22,997
Effect of dilutive securities - stock options 1,299 1,960
------- -------
Weighted average common shares - assuming dilution 28,692 24,957
Net earnings per share: - Diluted 0.73 0.52
======= =======
Common share equivalents consist of employee stock options using the
treasury stock method. For the nine months ended March 31, 2005 and 2004,
658,500 and 460,915 employee stock options, respectively, were excluded from the
computation of diluted net income per share because the exercise price of these
options was greater than the average market price of the Company's common stock
during the period, and therefore the effect is antidilutive.
12
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ 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
=======
John Bull Auctions, Ltd
In March 2005, the Company acquired 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. $194), all of which was paid at
closing.
Tangible and intangible assets acquired:
Current assets........................................ $ 0
Intangible Assets..................................... 130
Goodwill.............................................. 64
-------
Total tangible and intangible assets acquired,
purchase price. $ 194
=======
13
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(9) Inventories
Inventories as of March 31, 2005 consisted of the following:
Current Non-current Total
------- ----------- -----
Stamps $33,616 7,111 40,727
Coins 17,085 -- 17,085
Sports Collectibles 661 -- 661
Other 3 -- 3
------- ------- -------
$51,365 7,111 58,476
======= ======= =======
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 $1,798 and $1,439 at March 31, 2005 and June 30, 2004
respectively. The non-current inventory represents an estimate of inventory for
which there is a specific plan in place for their sale beyond one year after
purchase. The classification as long-term is based on the expected period in
which the Company expects to sell this inventory, if greater than a year from
the balance sheet date. Once the selling period is identified, the non-current
amounts are classified to current.
Inventories are stated at the lower of cost or market. In instances where
bulk purchases are made, the cost allocation is based on the relative market
values of the respective goods. The Company has agreements with certain
suppliers to share the net profits or losses attributable to the sale of
specific items of inventory. The Company reports the sale of this inventory as
revenue because the Company purchases this inventory from the supplier and
ultimately sells it to the end user. During this process the Company acts as the
principal in these transactions; in other words, the Company takes title to the
inventory and bear all the risks relating to loss, collections, delivery and
returns. The Company, and not the supplier, determines the selling price to the
end user.
14
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(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 change in the carrying value of goodwill for the year ended June 30,
2004 and the nine months ended March 31, 2005 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
Purchased Goodwill - John Bull 64
--------
Balance - March 31, 2005 $ 9,427
========
15
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Other Purchased Intangibles
At March 31, 2005 and June 30, 2004, acquired intangible assets were
comprised of the following (in thousands):
March 31,
2005 Estimated
Useful Lives Gross Carrying Accumulated Net Book
(Years) Amount Amortization Value
- ----------------------------------------------------------------------------
Trademarks 5-16 $ 3,630 $ (2,297) $ 1,333
Customer Lists 3- 5 1,980 (1,283) 697
--------- ---------- -------
$ 5,610 $ (3,580) $ 2,030
========= ========== =======
June 30, 2004
Estimated
Useful Lives Gross 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 nine months ended March 31, 2005 were approximately $87 and $248,
respectively, and for the three and nine months ended March 31, 2004 was $34 and
$82, respectively.
Estimated amortization expense on an annual basis for the succeeding five
years is as follows (in thousands):
For The Twelve Month Period Ended
March 31, Amount
- ---------------------------------------------
2005 $ 370
2006 362
2007 347
2008 330
2009 99
Thereafter 522
--------
Total $ 2,030
========
16
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(12) Related-party Transactions
At March 31, 2005 and 2004, 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
Second 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 was guaranteed by
Afinsa and required that Auctentia maintain ownership of at least 43% of all of
authorized, issued and outstanding shares of voting stock of the Company. This
revolving credit facility terminated in April 2005. (See Note 12.)
At March 31, 2005 and June 30, 2004, the Company had outstanding accounts
receivable balances from Afinsa of approximately $12,849 and $27,674,
respectively, and such amounts are included in the accompanying Consolidated
Balance Sheets as Accounts Receivable-related party. During the nine months
ended March 31, 2005 and 2004, sales to Afinsa were approximately $75,144 and
$65,528, respectively, and are included in the accompanying Consolidated
Statements of Operations as Sales of Inventory - Related Party.
At June 30, 2004 Afinsa had advanced $3,467 to the Company for the
purchase of product relating to the supply contracts referred to above. Such
amount is included in the accompanying Consolidated Balance Sheet as Advances
Payable - related party. The amount was repaid in full in the six months ended
December 31, 2004.
17
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
On October 1, 2004, Central de Compras (CdC), a wholly-owned subsidiary of
the company, entered into an agreement with Filatelia Soler, a Spanish company,
to provide certain consulting and advisory services to CdC. The cost of these
services is based on a per diem rate of (euro)750 (approximately $1). The
estimated annual cost of the consulting agreement is $200. The services are
provided primarily by an individual who is also a principal in a Spanish
company, Filasyl, that provides philatelic materials to CdC. Purchases of
philatelic material from Filasyl from October 1, 2004 through March 31, 2005
were $5,567, or approximately 18.4% of total philatelic purchases during this
period.
DooCollect, S.L., a subsidiary of Afinsa, acts as agent of CdC to sell
material owned by CdC to third parties through various channels, including
through the Internet. Sales through DooCollect in the nine months ended March
31, 2005 and March 31, 2004 were $152 and $132, respectively.
CdC has sold and expects to continue to sell certain art inventory through
an art gallery (known as Metta Gallery) operated by Mundimer, S.L. which is a
subsidiary of Afinsa. Sales through the Metta Gallery in the nine months ended
March 31, 2005 and March 31, 2004 were $9 and $283 respectively.
CdC also sells art material through Finarte Casa D'aste Espana, S.A.
(Finarte), a subsidiary of Afinsa, which operates as an auction house. Sales of
art through Finarte in the nine month period ended March 31, 2005 were $43.
There were no sales through Finarte in fiscal 2004.
The Company granted options to certain employees of Afinsa for services.
For the nine months ended March 31, 2005 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. The
lease is for a five-year term commencing September 8, 2003.
Other
-----
On June 17, 2002, the Company entered into an amendment to the employment
agreement with Mr. Roberts, a director of the Company. In connection with the
amendment, the Company made available to Mr. Roberts a non-interest bearing loan
in the amount of $600. The loan is required to be repaid on an 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 has been disbursed
under the loan agreement.
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 is repayable on demand, upon six
month's notice. As of March 31, 2005 the loan balance was $816.
18
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The Company has engaged in certain transactions with Andrew Levitt, a
director of the Company's Nutmeg subsidiary. For the nine-month period ended
March 31, 2005, the Company purchased $140 of inventory from Levitt, paid Levitt
finders' fees of $38, and earned commissions of $320 for the sale of inventory
consigned by Levitt to the Company as contemplated by the acquisition agreement.
For the nine-month period ended March 31, 2004, the Company paid Levitt finders'
fees of $1 and earned commissions of $17 for the sale of inventory consigned by
Levitt to the Company. The Company did not purchase any inventory from Levitt
during that period.
19
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(13) Debt
Demand Notes Payable
- --------------------
March 31, 2005 June 30, 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 Company is
currently in negotiations with PNC Bank and
expects to enter into an extension to the
facility shortly. The agreement contains
certain financial covenants; which include a
limit on total debt and capital expenditures;
debt to earnings before depreciation and
amortization, interest, and taxes; fixed
charge coverage; and minimum liquidity; as
further defined in the debt agreement. $ 6,500 $ 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 bore interest at a rate of
prime plus .25% per annum. The Company's
obligations under the agreement were
guaranteed by Afinsa. The loan was repaid
prior to the facility expiring on April 12,
2005. - 2,500
---------- ---------
Total Demand Notes Payable - Bank $ 6,500 $ 8,500
========== =========
20
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Notes Payable
-------------
March 31, 2005 June 30, 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. $ 1,291 $ -
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). 816 -
On March 8, 2005 Kohler Auktionshaus secured
a bank loan which expires June 8,2005. The
interest rate is 3.75% 387
Other 310 90
--------- --------
Total Notes Payable 6,804 4,090
Less: current portion 5,601 4,090
--------- --------
Notes Payable - Long-term Portion $ 1,203 $ -
========= ========
21
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(14) Other Major Customers (Excluding Afinsa)
The Company had no other major customers for the nine months ended March
31, 2005 and 2004, respectively. Major customers (other than Afinsa) are those
that accounted for more than 10% of sales.
(15) Income Taxes
Deferred tax attributes resulting from differences between financial accounting
amounts and tax basis of assets and liabilities at March 31, 2005 and June 30,
2004 are as follows:
March 31, June 30,
2005 2004
-------- -------
Current assets and liabilities
Allowance for doubtful accounts $ 195 $ 160
Inventory valuation reserve 661 522
Inventory uniform capitalization 395 352
Net federal, state operating loss
carry-forwards 699 2,787
------ ------
Net current deferred tax asset $1,950 $3,821
====== ======
Non-current assets and liabilities
Goodwill and intangible
amortization and impairment $1,462 $1,611
Depreciation 65 100
Net state operating and capital
loss carry-forwards 1,668 1,746
Investments in equity-method investees 204 204
Investments in marketable securities 62 40
------ ------
3,461 3,701
Valuation allowance, provision for
income taxes (1,742) (1,742)
------ ------
Net non-current deferred tax asset $1,719 $1,959
====== ======
The realization of the above deferred tax assets is dependent on generating
sufficient taxable income in the future to offset the deductibility of temporary
differences generating the deferred tax assets. During the period ended March
31, 2005, the Company continues to believe that it is more likely than not that
the results of future operations will generate sufficient taxable income to
realize certain deferred tax assets. However, the Company still believed
uncertainty exists regarding the realizability of certain deferred tax assets,
and accordingly established a valuation allowance, based on management's
estimates, against these specific deferred tax assets.
During 2002, both the State of New Jersey and California passed tax legislation,
which, among other things, requires the suspension of the use of state net
operating loss carry-forwards "NOL's" for two
22
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
years. As a result, there was no utilization of these state NOL's in the
provision for state income taxes for the nine months ended March 31, 2005. 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.
The provision for income taxes for the nine months ended March 31, 2005 and 2004
consist of the following:
March 31, March 31,
2005 2004
-------- --------
Current tax expense $11,566 $5,231
Deferred tax expense 2,111 -
------- ------
$13,677 $5,231
======= ======
The above is further comprised of the following:
Current tax expense
Federal $ 8,387 $ -
State 1,197 1,684
Foreign 1,982 3,547
------- ------
$11,566 $5,231
======= ======
Deferred tax expense - net of change in
valuation allowance
Federal $ 1,362 $ -
State 749 -
------- ------
$ 2,111 $ -
======= ======
The Company has remaining available federal net operating loss carry forwards of
approximately $1,395 expiring at various times beginning the fiscal years ending
2019 through fiscal year ended 2022. The future utilization of these net
operating loss carry forwards may be significantly limited in under the Internal
Revenue Code as a result of ownership changes due to the Company's stock and
other equity offerings.
As a result of an increase in stock ownership of the Company by Afinsa (a
related party), as discussed in Note 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 $5,800 expiring at various times beginning in the
fiscal years ending 2008 through 2012.
23
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ 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:
Nine Months
Ended
March 31,
-----------------------
2005 2004
-----------------------
Net income - as reported $ 20,977 $ 13,032
Deduct:
Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related tax effects 1,725 1,324
---------- ----------
Pro forma net income $ 19,252 $ 11,708
========== ==========
Net income per share:
Basic earnings per share - as reported $ 0.77 $ 0.57
Basic earnings per share - proforma $ 0.70 $ 0.51
========== ==========
Net income per share:
Diluted earnings per share - as reported $ 0.73 $ 0.52
Diluted earnings per share - proforma $ 0.67 $ 0.47
========== ==========
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 was 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.
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 $2.0 million. This amount
will instead be reflected in pro forma footnote disclosure to the second quarter
2005 financial statements. This footnote treatment is permitted under the
transition guidance provided by the FASB.
24
Greg Manning Auctions, Inc.
Notes to Condensed Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(17) Geographic Information
Geographic net sales based on customer location were as follows:
Nine Months Ended
March 31,
2005 2004
----------- ----------
United States $ 82,682 $ 99,698
Asia Pacific - 990
Europe 80,060 51,519
----------- ----------
$ 162,742 $ 152,207
=========== ==========
Net property, plant and equipment by geographic area was as follows:
March 31, June 30,
2005 2004
----------- ----------
United States $ 2,435 $ 861
Spain 899 950
Other Europe 237 125
----------- ----------
$ 3,571 $ 1,936
=========== ==========
(18) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
Nine Months Ended
March 31,
(in thousands)
2005 2004
------- ------
Interest paid $ 758 $ 590
Income taxes paid 14,814 190
Summary of significant non-cash transactions:
Common stock issued for inventory - 10,118
Common stock issued for Auctentia - 6,004
Note payable incurred for
acquisition of intangible assets - 1,485
25
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 Nine Months Ended
---------------------------------------
March 31, Percentages
----------------- ------------------
2005 2004 2005 2004
------- ------- ------- -------
Aggregate Sales 210,694 182,931 100% 100%
======= ======= ======= =======
By Source:
A. Auction 59,383 30,724 28% 17%
B. Sales of Inventory 76,167 86,679 36% 47%
C. Related Party 75,144 65,528 36% 36%
------- ------- ------- -------
210,694 182,931 100% 100%
======= ======= ======= =======
By Market:
A.Philatelics 109,520 99,215 52% 54%
B. Numismatics 100,790 81,669 48% 45%
C. Sports Collectibles 384 1,546 0% 1%
D. Art -- 1 0% 0%
E. Other Collectibles -- 500 0% 0%
------- ------- ------- -------
210,694 182,931 100% 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 subsidiary 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'
26
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 nine
months ended March 31, 2005 and March 31, 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 nine months ended March 31, 2005.
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.
27
Three months ended March 31, 2005
Compared with the three months ended March 31, 2004
Revenues
Three Months Ended March 31, 2005 Three Months Ended March 31, 2004
------------------------------------------- ------------------------------------------
Cost of Cost of
Gross Gross Goods Gross Gross
Revenues Sold Profit Profit% Revenues Sold Profit Profit%
------------------------------------------ ------------------------------------------
Sales of Inventory 25,185 23,168 2,017 8% 25,977 23,724 2,253 9%
Sales of Inventory -
related party 26,027 10,868 15,159 58% 34,883 23,780 11,103 32%
Auction Commissions 4,500 -- 4,500 100% 3,645 -- 3,645 100%
------------------------------------------ ------------------------------------------
55,712 34,036 21,676 39% 64,505 47,504 17,001 26%
======================================== ========================================
Revenues:
The Company recorded a decrease in total revenues of approximately $8,793
(14%), to approximately $55,712 for the three months ended March 31, 2005 from
approximately $64,505 for the three months ended March 31, 2004.
Sales of Inventory - Related Party of $26,027 for the three months ended
March 31, 2005 was a decrease of $8,856 (25%) from the $34,833 recorded for the
three months ended March 31, 2004. This decrease made up primarily the overall
decrease Company wide from the quarter ended March 2004 to the quarter ended
March 2005. In large part the decrease was attributable to less than anticipated
sales under our supply contract with Afinsa, which we forecast will turnaround
in the fourth quarter. 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 March 31, 2005, the total revenue of
approximately $55,712 comprised approximately $51,212 of revenue from sales of
owned inventory and approximately $4,500 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 $4,675 (27%), to approximately
$21,676 for the three months ended March 31, 2005 from approximately $17,001 for
the three months ended March 31, 2004. The overall gross profit percentage
increased from 26% for the three months ended March 31, 2004 to 39% for the
three months ended March 31, 2005. The major factor in the increase was the
sales to Afinsa - related party in that even though there was a decrease of
sales, the gross profit and gross profit percentage increased to $15,159 (58%)
for the quarter ended March 2005 from $11,103 (32%) for the quarter ended March
2004. Exclusive of sales to Afinsa, the gross profit increased from 20% for the
quarter ended March 31, 2004 to 22% for the quarter ended March 31, 2005.
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
28
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:
-------------------------------------------
2005 2004 Variance Variance
%
-------------------------------------------
General & Administrative 3,827 4,681 (854) -18%
Salaries 3,101 2,479 622 25%
Depreciation & Amortization 299 224 75 33%
Marketing 1,062 670 392 59%
-------------------------------------------
8,289 8,054 235 3%
===========================================
The Company's operating expenses increased approximately $235 (3%) during
the three months ended March 31, 2005 as compared to the three months ended
March 31, 2004. The acquisitions of four new U.S. subsidiaries took place during
February 2004; therefore, there was partial activity attributable to the
operation of these subsidiaries for three months ended March 31, 2004.
General and administrative expenses decreased $854 (18%) from $4,681 for
the three months ended March 31, 2004 to $3,827 for the three months ended March
31, 2005. Auction expenses are included in general and administrative expenses
and decreased $102 from $941 for the three months ended March 31, 2004 to $839
for the three months ended March 31, 2005. Auction expenses for recent
acquisitions decreased $20 while existing companies decreased $82 as there were
two fewer live auctions in the quarter ended March 31, 2005.
Exclusive of auction expenses there was a decrease of $752 in general and
administrative expenses. There was a reduction of $691 in general and
administrative expenses due to an increase in bad debt reserve of $425 in the
quarter ended March 31, 2004 with a $266 reduction to the bad debt reserve in
the quarter ended March 31, 2005.
Salaries and wages increased approximately $622 (25%) for the three months
ended March 31, 2005. Salaries increased by $814 for the new U.S. subsidiaries
that were acquired during the quarter-ended March 31, 2004 or later.
Marketing expenses increased approximately $392 (59%), to $1,062 for the
three months ended March 31, 2005 from $670 for the three months ended March 31,
2004. Marketing expenses for the U.S. subsidiaries that were acquired during the
quarter-ended March 31, 2004 or later accounted for an increase of $443 from the
quarter ended March 2004. The major components of marketing expense are catalogs
and advertising.
Depreciation and amortization increased for the three months ended March
31, 2005 by approximately $75 (33%). Exclusive of an increase of $85 for the
U.S. subsidiaries that were acquired during the quarter-ended March 31, 2004 or
later depreciation and amortization decreased $10 as a result of the capitalized
costs for the development of the Company`s web site as well as new financial
software
29
became fully depreciated during the previous quarters but offset now by an
increase of $14 per quarter for the purchase of the building in West Caldwell.
Increased costs for the three months ended March 31, 2005 and revenue
decreases during the period combined to increase operating costs as a percentage
of operating revenue to 15% for the three months ended March 31, 2005 an
increase from 12% for the three months ended March 31, 2004. As compared to
aggregate sales, the operating costs were 11% for the three months ended March
31, 2005 an increase from 10% for the three months ended March 31, 2004.
Interest income and expense:
Interest expense (net of interest income) for the three months ended March
31, 2005 decreased approximately $167 from the three months ended March 31,
2004, from an expense of approximately $133 to income of approximately $34.
Interest income increased by $188 for the three months ended March 31, 2005 over
March 31, 2004 due largely to $196 of interest income generated from advances to
consignors by the U.S. subsidiaries that were acquired during the quarter-ended
March 31, 2004 or later Interest expense increased $21 in large part due to an
increase in borrowing rates from the same period last year.
Other income and expense:
Other income (expense) increased from expense of $8 for the three months
ended March 31, 2004 to expense of $270 for the three months ended March 31,
2005. The net change of $262 was almost exclusively the result of the payment of
inter-company loans and interest and reflecting the 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 three months ended March 31,
2005 and March 31, 2004 were approximately 38% and 26%, 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. There previously had been an uncertainty of 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.
30
Net Income:
The Company's increase in gross profit of approximately $4,675 for the
three months ended March 31, 2005 coupled with an increase in operating expenses
of $235 resulting in a net gain of $4,440 in operating income and net of taxes
results in an increase in net income of $1,669.
Nine months ended March 31, 2005
Compared with the nine months ended March 31, 2004
Revenues
Nine Months Ended March 31, 2005 Nine Months Ended March 31, 2004
------------------------------------------- ------------------------------------------
Cost of Cost of
Gross Gross Goods Gross Gross
Revenues Sold Profit Profit% Revenues Sold Profit Profit%
------------------------------------------ ------------------------------------------
Sales of inventory 76,167 70,595 5,572 7% 78,385 68,742 9,643 12%
Sales of inventory -
related party 75,144 33,868 41,276 55% 65,528 45,611 19,917 30%
Auction Commissions 11,431 -- 11,431 100% 8,294 -- 8,294 100%
------------------------------------------ -----------------------------------------
162,742 104,463 58,279 36% 152,207 114,353 37,854 25%
------------------------------------------ -----------------------------------------
Revenues:
The Company recorded an increase in total revenues of approximately
$10,535 (7%), to approximately $162,742 for the nine months ended March 31, 2005
from approximately $152,207 for the nine months ended March 31, 2004.
The majority of the increase was due to an increase of $9,616 (15%) of
revenue 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 nine months ended March 31, 2005, the total revenue of
approximately $162,742 comprised approximately $151,311 of revenue from sales of
owned inventory and approximately $11,431 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 $20,425 (54%), to approximately
$58,279 for the nine months ended March 31, 2005 from approximately $37,854 for
the nine months ended March 31, 2004. The increased gross profit was the result
of an increase in revenue of $10,535, coupled with an increase in gross profit
percentage from 25% for the nine months ended March 31, 2004 to 36% for the nine
months ended March 31, 2005.
The largest contributing factor to the increase in gross profit and gross
profit percentage was $75,144 in direct sales to Afinsa (a related party) in the
nine months ended March 31, 2005 as compared to $65,528 for the nine months
ended March 31, 2004, under the exclusive supply contracts. Exclusive of sales
to Afinsa, the gross profit percentage decreased from 21% for the nine months
ended March 31, 2004 to 19% for the nine months ended March 31, 2005. There were
no sales under the exclusive
31
supply contract prior to September 1, 2003, with the result that there were only
seven months of revenue attributable to sales under the exclusive supply
contract for the nine months ended March 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
and during July 2004 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 there is no cost of
goods sold and therefore where the gross profit percentage will be 100%.)
Operating Expenses
Variance
2005 2004 Variance %
----------------------------------------------
General & Administrative 9,924 9,302 622 7%
Salaries 9,569 7,175 2,394 33%
Depreciation & Amortization 856 594 262 44%
Marketing 2,778 1,610 1,168 73%
----------------------------------------------
23,127 18,681 4,446 24%
==============================================
The Company's operating expenses increased approximately $4,446 (24%)
during the nine months ended March 31, 2005 as compared to the nine months ended
March 31, 2004. Operating expenses for European operations increased $1,868
(35%) from $5,389 for the nine months ended March 31, 2004 to $7,257 for the
nine months ended March 31, 2005 and U.S.acquisitions increased $5,664 from
$1,144 for the nine months ended March 31, 2004 to $6,808 for the nine months
ended March 31, 2005. It should be noted that in the nine months ended March 31,
2004 there were only seven months of operations for the seven European
subsidiaries, and there was very limited activity for the four new U.S.
subsidiaries since those acquisitions took place in the quarter ended March 31,
2004. Exclusive of acquisitions the Company's operating expenses decreased
$3,088 from $12,149 for the nine months ended March 31, 2004 to $9,061 for the
nine months ended March 31, 2005.
Auction expenses are included as general and administrative expenses and
increased $523 (27%) from $1,931 for the nine months ended March 31, 2004 to
$2,454 for the nine months ended March 31, 2005. Auction expenses from recent
acquisitions increased $546 and accounted for the entire increase. Excluding
auction expenses general and administrative expenses increased $99 (1%) from
$7,371 for the nine months ended March 31, 2004 to $7,470 for the nine months
ended March 31, 2005. General and administrative expenses from recent
acquisitions increased $1,047 (33%), of the increase though was additional
corporate overhead charges of $902 for the nine months ended March 31, 2005.
Exclusive of general and administrative expenses for recent acquisitions general
and administrative expenses decreased $1,690 (40%). When adjusted for the
corporate overhead charges to recent acquisitions general and administrative
expenses decreased $788 (19%). In the quarter ended March 31, 2004 there was an
32
increase in the bad debt reserve in the amount of $425 with a $266 decrease in
the bad debt reserve in the nine months ended March 31, 2005 for a net change of
$691.
Salaries and wages increased approximately $2,394 (33%) for the nine
months ended March 31, 2005, however salaries and wages for recent acquisitions
increased $3,235 thus existing companies declined $841 (17%). There was in the
existing companies however, an allocation of $506 of salaries to cost of goods
sold to reflect salaries directly related to the exclusive supplier agreement
with Afinsa. In salaries as in general and administrative expenses there was a
duplication of expenses during the second quarter of fiscal 2004 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
approximately $300 in salaries.
Marketing expenses increased approximately $1,168 (73%), to $2,778 for the
nine months ended March 31, 2005 from $1,610 for the nine months ended March 31,
2004. Recent acquisitions accounted for an increase of $1,621 with existing
companies having a decrease of $453 (37%). Of the decrease $366 was attributable
to there being four fewer major auctions in the nine months ended March 31,
2005. The major components of marketing expense are catalogs and advertising.
Depreciation and amortization increased for the nine months ended March
31, 2005 by approximately $262 (44%). Recent acquisitions accounted for an
increase of $342 therefore existing companies decreased $80 (23%) for the nine
months ended March 31, 2005 to $270 from $350 for the nine months ended March
31, 2004. Capitalized costs for the development of the Company`s web site became
fully depreciated during the previous quarters with the decrease in depreciation
and amortization partially offset by an increase of $14 for depreciation of the
purchase of the building in West Caldwell.
Increased costs for the nine months ended March 31, 2005 were not offset
by revenue increases during the period as operating costs as a percentage of
operating revenue increased to 14% for the nine months ended March 31, 2005,
from 12% for the nine months ended March 31, 2004. As compared to aggregate
sales, the operating costs were 11% for the nine months ended March 31, 2005 and
10% for the nine months ended March 31, 2004.
Interest income and expense:
Interest expense (net of interest income) for the nine months ended March
31, 2005 decreased approximately $329 from the nine months ended March 31, 2004,
from approximately $425 to approximately $96. Interest income increased by $497
for the nine months ended March 31, 2005 over March 31, 2004 due largely to $330
of interest income generated from advances to consignors by recent acquisitions,
an additional $114 from European investments which were $214 for the nine months
ended March 31, 2005 as opposed to $100 for the seven months ended March 31,
2004 and an additional $67 from existing companies. Interest expense increased
$168 in large part due to an increase in average loan balances outstanding
through the nine months ended March 31, 2005 as opposed to the nine months ended
March 31, 2004. The increase in average loan balances was used to fund advances
to consignors for those acquisitions as well as the mortgage for the purchase of
the West Caldwell building. Interest rates have also been higher in the current
nine months further adding to the increase in the interest expense.
33
Other income and expense:
Other income (expense) decreased from other income of $15 for the nine
months ended March 31, 2004 to other expense of $402 for the nine months ended
March 31, 2005. Of the net change of $417, $411 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 nine months ended March 31, 2005
and 2004 were approximately 39% and 29%, 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 of 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 $20,425 for the
nine months ended March 31, 2005 was partially offset by an increase in
operating expenses of $4,446 resulting in a net gain of $15,979 in operating
income. Of the increase of $4,446 of increased operating expenses, $7,532 was
related to recent acquisitions.
Liquidity and Capital Resources
At March 31, 2005, the Company's working capital position was
approximately $71,035, compared to approximately $48,404 as of June 30, 2004.
The net increase of approximately $22,631 in working capital was largely due to
an increase in inventory of $10,889 and a decrease of $3,467 for advances
payable - related party.
The Company used cash for investing activities for the nine months ended
March 31, 2005 of approximately $2,741. The purchase of the corporate
headquarters for approximately $1,743 was the primary use of cash with the
purchase of intangible assets of $644 accounting for most of the balance. There
were proceeds of $146 from the sale of marketable securities in the quarter.
34
The Company cash from financing activities increased approximately $912
for the nine months ended March 31, 2005. A net borrowing of $714 and $198 from
the exercise of options made up the increase.
The Company is presently finalizing an amendment to this agreement with
PNC Bank and expects the amendment will provide for an increase on the line of
credit to $12,500 and an extension of the agreement until June 30, 2008.
The Company expects to repay the secured loan from a privately held coin
fund of $4,000 prior to it's expiration of June 30, 2005.
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.
Contractual Obligations.
- ------------------------
Our contractual obligations related to non-cancelable operating and capital
leases at March 31, 2005 were as follows:
Payment due by period
--------------------------------------------------
Less 1-3 3-5 More
than than
Total 1 year years years 5 years
--------------------------------------------------
Demand Notes 11,957 11,957
Long-Term Debt 1,291 88 176 1,027
Capital Lease and Other
Debt Obligations 56 24 19 13
Operating Lease Obligations 1,428 734 561 133
--------------------------------------------------
Total 14,732 12,803 756 1,173
--------------------------------------------------
Critical Accounting Policies
- ----------------------------
The critical accounting policies are described on pages 19 thru 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 three 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
35
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 agreement with PNC Bank expires on May 27, 2005.
The Company is in negotiations with PNC Bank and expects to enter into
an extension of the facility shortly. Although the Company has
previously been able to refinance or renegotiate all of its credit
facilities in the past, there can be no assurance that the Company
will be able to accomplish this in the future.
o We may have difficulty implementing in a timely manner the internal
controls procedures necessary to allow our management to report on the
effectiveness of our internal controls, and we may incur substantial
costs in order to comply with the requirements of the Sarbanes-Oxley
Act of 2002.
The Sarbanes-Oxley Act of 2002 has introduced many new requirements
applicable to us regarding corporate governance and financial
reporting. Among many other requirements is the requirement under
Section 404 of the Act for management to report on our internal
controls over financial reporting and for our independent registered
public accountant to attest to this report. We are required to comply
with Section 404 effective June 30, 2005. Our management has begun the
necessary processes and procedures for issuing its report on our
internal controls
Our recent acquisitions of companies, in particular those which
operate outside the United States, have provided us with challenges in
implementing the required processes and procedures in our those
operations. Acquired companies may not have disclosure controls and
procedures or internal controls over financial reporting that are as
thorough or effective as those required by securities law in the
United States. We, therefore, intend to devote substantial time and
have incurred and will continue to incur substantial costs to ensure
ongoing compliance. We cannot, however, be certain that we will be
successful in complying with Section 404.
If we are not able to implement the requirements of Section 404 in a
timely manner and/or if we conclude in future periods that our
internal controls over financial reporting are not effective, we may
be required to change our internal controls over financial reporting
to remediate deficiencies, investors may lose confidence in the
reliability of our financial statements, and we may be subject to
investigation and/or sanctions by regulatory authorities.
In addition, in the course of our ongoing evaluation of internal
controls over financial reporting, we have identified areas of our
internal controls requiring improvement and are in the process of
designing enhanced processes and controls to address those issues. As
a result, we expect to incur additional expenses and diversion of
management's time, any of which could materially increase our
operating expenses and accordingly reduce our net income or increase
our net losses. And, we cannot be certain that our efforts will be
effective or sufficient for us to issue reports in the future. Any
such events could adversely affect our financial results and/or may
result in a negative reaction in the stock market.
36
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.
37
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,
38
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.
39
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 facility with PNC Bank is
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 $100 for the period (assuming that all amounts available
under such credit facilities - that is, $10,000 - 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.
The average Euro to dollar exchange rate during fiscal 2004 was $1.22 U.S.
dollar to $1.00 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.
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.
40
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
Under the supervision and with the participation of our management,
including the Chief Executive Officer and Chief Financial Officer, we have
evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. In designing and evaluating the disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures. Based on the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were
effective at the reasonable assurance level.
There have been no changes in our internal controls over financial
reporting that have materially affected, or are reasonably likely to materially
affect our internal controls over financial reporting during the quarter ended
March 31, 2005.
We are currently undergoing a comprehensive effort in preparation for
compliance with Section 404 of the Sarbanes-Oxley Act of 2002. This effort
includes the documentation, testing and review of our internal controls under
the direction of senior management. During the course of these activities, we
have identified certain internal control issues which senior management believes
need to be improved. As a result, we are evaluating and implementing
improvements to our internal controls over financial reporting and will continue
to do so. These improvements include further formalization of policies and
procedures, improved segregation of duties, and improved information technology
system controls. For all internal control issues identified, we believe we have
adequate compensating controls in place, such as reviews and reconciliations, to
mitigate the risk to our disclosure controls and procedures. Our Chief Executive
Officer and Chief Financial Officer's conclusion stated above, that our
disclosure controls and procedures were effective at the reasonable assurance
level as of March 31, 2005 was based, in part, upon our evaluation of the
control issues identified, including the presence of adequate compensating
controls.
41
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 January 20, 2005, relating
to the disclosure of the acceleration of vesting of
certain options granted to directors and officers of
the Company.
(2) Report on Form 8-K filed on February 3, 2005, relating
to a press release issued by the Company announcing the
execution of a definitive agreement to acquire all of
the stock of stock of John Bull Stamp Auctions, Ltd.
* Filed herewith
42
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: May 12, 2005
/s/ Greg Manning
------------------------------------
Greg Manning
Chairman and Chief Executive Officer
/s/ Larry Crawford
------------------------------------
Larry Crawford
Chief Financial Officer
43