SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to ___________
Commission file number 1-11988
GREG MANNING AUCTIONS, INC.
(Name of Registrant as specified in its Charter)
Delaware 22-2365834
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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
--------------
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which Registered
Title of each class -----------------------------------------
- ------------------- The NASDAQ National Market
Common Stock, $.01 par value
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].
Check if the issuer is an accelerated filer (as defined in Exchange Act
Rule 12b-2).
Yes X No
The aggregate market value of the common stock held by non-affiliates of
the Issuer as of June 30, 2005 (based on the closing sale price of $11.95 per
share as reported on NASDAQ), was $74,961,478.
As of September 12, 2005, the Issuer had 27,671,521 shares of its Common
Stock outstanding.
Portions of the Registrant's definitive proxy statement, which will be
filed within 120 days of June 30, 2005, are incorporated by reference into Part
III. 2
2
Greg Manning Auctions, Inc.
Annual Report on Form 10-K/A
For the year ended June 30, 2005
EXPLANATORY NOTE
Reference is made to the Company's Annual Report on Form 10-K for the year
ended June 30, 2005 (the "10-K"). The purpose of this amendment to the Form 10-K
is to (a) correct certain formatting errors in the "Consolidated Statements of
Earnings Data" on page 10 of the 10-K; and (b) to replace Exhibits 31.1, 31.2,
32.1 and 32.2, the certifications of the Chief Executive Officer and the Chief
Financial Officer of the Company required by Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002, which contained inadvertent errors. This amendment
contains no other changes to the Form 10-K.
This amendment does not reflect events occurring after the original filing
of the Form 10-K or modify or update those disclosures in Form 10-K, except to
reflect the amendment described above.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from________ to________
Commission file number 1-11988
GREG MANNING AUCTIONS, INC.
(Name of Registrant as specified in its Charter)
Delaware 22-2365834
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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
--------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of Each Exchange on Which Registered
- ------------------- -----------------------------------------
Common Stock, $.01 par value The NASDAQ National Market
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ].
Check if the issuer is an accelerated filer (as defined in Exchange Act
Rule 12b-2).
Yes X No
The aggregate market value of the common stock held by non-affiliates of
the Issuer as of June 30, 2005 (based on the closing sale price of $11.95 per
share as reported on NASDAQ), was $74,961,478.
As of September 12, 2005, the Issuer had 27,671,521 shares of its Common
Stock outstanding.
Portions of the Registrant's definitive proxy statement, which will be
filed within 120 days of June 30, 2005, are incorporated by reference into Part
III.
1
Greg Manning Auctions, Inc.
Index
Page
----
PART I
- ------
Item 1. Description of Business...............................................3
Item 2. Description of Property...............................................7
Item 3. Legal Proceedings.....................................................7
Item 4. Submission of Matters to a Vote of Security Holders...................7
PART II
- -------
Item 5. Market For Common Equity, Related Stockholder Matters and Issuer
Repurchases of Equity Securities.....................................8
Item 6. Selected Consolidated Financial Data.................................9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................12
Item 7A Quantitative and Qualitative Disclosures about Market Risk..........27
Item 8. Financial Statements and Supplementary Data.........................28
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................................61
Item 9A Controls and Procedures.............................................61
Item 9B Other Information ..................................................62
PART III
- --------
Item 10 Directors and Executive Officers....................................63
Item 11 Executive Compensation..............................................63
Item 12 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters..........................63
Item 13 Certain Relationships and Related Transactions......................63
Item 14 Principal Accountant Fees and Services .............................63
PART IV
- -------
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K.....64
PART I
------
2
Item 1. DESCRIPTION OF BUSINESS
GENERAL
-------
Greg Manning Auctions, Inc. (GMAI or the Company) is a global integrated network
of leading companies in the collectibles market with operations in North
America, Europe and Asia as well as on the Internet. The Company operates
through a number of subsidiaries that specialize in various sectors of the
collectibles markets. The Company was created in September 2003 when Greg
Manning Auctions, Inc., a leading stamp and coin auction house, and Auctentia,
S.L. of Spain (Auctentia) effectively integrated their auction businesses,
creating a global collectibles network. GMAI businesses now include Auctions,
Merchant/Dealer Operations and Trading Operations.
Auctentia is the wholly owned subsidiary of Afinsa Bienes Tangibles, S.A.
(Afinsa), the Company's major customer. Afinsa and Auctentia collectively own
approximately 68% of GMAI's outstanding common stock.
GMAI's North American auction subsidiaries are: H.R Harmer, Greg Manning
Galleries, Teletrade, Greg Manning Nutmeg Auctions (d/b/a Nutmeg Stamp Sales),
Ivy & Manning (formerly Ivy & Mader), Kensington Associates, North American
Certified Trading, Superior Sports Auctions, Bowers and Merena Auctions and
Kingswood Coin Auctions. The Company also operates auction divisions under the
names Greg Manning Auctions and Spectrum Numismatic Auctions.
H.R. Harmer, whose assets the Company acquired in July 2004, typically conducts
high-end philatelic auctions of rare single stamps and collections targeted to
individual collectors as well as dealers, while Greg Manning Galleries focuses
on smaller, less expensive and mid-range individual stamp collections. The Greg
Manning Auctions division conducts auctions of stamp collections and
accumulations generally targeted to philatelic dealers, and Ivy & Manning
specializes in the sale of higher-end individual stamps to collectors. Nutmeg
Stamp Sales, whose assets the Company acquired in February 2004, is engaged in
the sale of primarily owned philatelic inventory to mid- and upper-end
collectors.
In February 2004, the Company, through its subsidiary Spectrum Numismatics,
acquired the business assets of Bowers and Merena Auctions and Kingswood Coin
Auctions, which are engaged in the acquisition (by purchase and consignment) and
sale (by auction and otherwise) of collectible coins, as well as Superior Sports
Auctions, which is engaged in the acquisition (by purchase and consignment) and
sale (by auction and otherwise) of collectible sports cards and other sports
memorabilia. Spectrum also owns Teletrade, which conducts internet and
telephonic auctions of coins at the low and mid-price range.
GMAI's European auction subsidiaries, which were among the companies acquired by
the Company in September 2003 from Auctentia, include Auctentia Subastas of
Madrid, Spain (operating under the name "Afinsa Auctions"); Corinphila Auktionen
(Corinphila) of Zurich, Switzerland; and the Kohler group of auction companies
of Berlin (66.67% owned by GMAI) and Wiesbaden, Germany.
Auctentia Subastas/Afinsa Auctions was formed in 2003 to conduct the philatelic
business previously carried out by a division of Auctentia, and focuses on
high-level philately. It generally conducts between three to five auctions each
year in Spain and Portugal. Corinphila is a long-standing auction house
specializing in rarities, specialized collections and other high-end
philatelics, and generally conducts two or three auctions per year. Kohler
Berliner specializes in post-1945 German and old Communist Eastern Bloc
countries' philately, and typically conducts two or three auctions per year.
Kohler Wiesbaden, formed in 2000 (after having conducted business as a sole
proprietorship since 1913), is the largest philatelic auction house in Germany,
and holds three auctions per year.
In addition, John Bull Auctions, which the Company acquired in February 2005,
specializes in both single-owner sales of advanced collections and general
auction sales of primarily Asian stamps and postal history. John Bull currently
conducts between six to eight auctions per year.
The Company's merchant/dealer operations are conducted through Spectrum
Numismatics, one of the leading coin wholesalers in the United States, as well
as through GMAI Auctentia Central de Compras (CdC) of Madrid, Spain, which,
together with GMAI, acts as exclusive supplier of collectibles - primarily
stamps and coins - on a worldwide basis to Afinsa.
In July 2005, the Company and Afinsa acquired all of the outstanding stock of
A-Mark Precious Metals, Inc., one of the largest private sellers of bullion
coins and bullion gold, silver, platinum and palladium to the wholesale
marketplace. A-Mark Precious Metals was acquired by a newly formed corporation,
whose outstanding common stock is owned 80% by Spectrum and 20% by Auctentia, a
wholly-owned subsidiary of Afinsa. The Company's trading operations are
conducted through A-Mark.
Effective July 31, 2005, the Company, which had owned 65% of the equity interest
in Corinphila Auktionen AG, purchased the remaining 35% equity interest in that
company, or 4,970 shares, with the result that the Company now owns 100% of the
outstanding share capital of Corinphila. The exercise price was 1.600.000 CHF
(approximately U.S.$1,270,000), of which 1.000.000 CHF was paid on July 30, 2005
and 600.000 CHF will be paid by September 31, 2005. The sellers of the equity
interest, Mr. Beat Vollenwieder and Mr. Martin Mader, are officers of
Corinphila. The option to purchase this 35% interest, and the terms of such
purchase, were set forth in a Share Purchase Agreement, dated September 19,
2002, between the sellers and Auctentia. Under the terms of the Share Purchase
Agreement, Auctentia was able to designate the Company as the entity to exercise
the option.
For the year ended June 30, 2005, the Company's revenues attributable to its
United States, European and Asian operations were approximately $105,539,000,
$134,071, 000 and $704,000, respectively.
For the year ended June 30, 2004, the Company's revenues attributable to its
United States, European and Asian operations were approximately $97,000,000,
$114,400,000 and $1,500,000, respectively.
GMAI is a Delaware corporation and was established in 1981. It made its initial
public offering in 1993. Our corporate internet address is www.gregmanning.com.
On this website, we include a "real time" link to all our electronic filings
with the Securities and Exchange
3
Commission so that they are available as soon as reasonably practicable after
filing, including our annual report on Form 10-K, our quarterly reports on Form
10-Q, our current reports on Form 8-K and any amendments to these reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange
Act of 1934. All such filings are available free of charge. Our principal
corporate offices are located in West Caldwell, New Jersey. Our common stock is
listed on the Nasdaq National Market under the symbol "GMAI."
In addition, GMAI and its subsidiaries operate 13 global websites:
www.teletrade.com, www.amark.com, www.spectrumnumismatics.com, www.hrharmer.com,
www.kingswoodcoin.com, www.nactcoin.com, www.nutmegstamp.com,
www.superiorsports.com, www.bowersandmerena.com, www.afinsa-auctions.com,
www.corinphila.com, www.heinrich-koehler.de. and www.heinrich-koehler-berlin.de.
As used herein, the "Company", "we", "us" and similar terms include Greg Manning
Auctions, Inc. and its subsidiaries, unless the context indicates otherwise.
The following describes each of the Company's three business areas - Auctions,
Merchant/Dealer Operations and Trading Operations in more detail.
AUCTIONS
--------
Based on its knowledge of the collectibles markets, the Company believes that it
is one of the world's largest (measured by aggregate sales) auctioneers of
stamps, and a leading auctioneer of rare coins, sports trading cards and
memorabilia. Its auctions are targeted to both collectors and dealers, and
feature offerings spanning the modest to ultra-high end price spectrum.
The Company conducts primarily traditional "live" auctions featuring full
electronic capabilities. Certain of its subsidiaries offer mail-only auctions
(with electronic capability) and telephonic/Internet-only auctions. In all
cases, commissions are typically charged from the seller of 0% to 15% and from
the buyer of 12.5% to 15%.
"Traditional auctions" are live, in-person auctions conducted by a licensed
auctioneer. The Company holds approximately 25 traditional auctions each year in
a variety of venues, including strategically located hotels, and at major trade
conferences and conventions. All traditional auctions are augmented by
electronic catalogs and most are augmented by one or more forms of electronic
bidding. The Company's traditional auctions are based on a "full service"
auction model in which the Company takes physical possession of all items
offered for sale in its auctions, inspects and describes all offerings, receives
all sums due, remits sale proceeds to the seller, and professionally packs and
ships items sold to the buyer.
In the Company's traditional auctions, prospective buyers place bids on each lot
as presented in the order shown in the catalog at the time and date of the
auction. Before the auction, prospective buyers may bid by lot as shown in the
catalog and communicate such bids to the Company by mail, fax, telephone, or the
Internet. At the auction, the auctioneer typically opens bidding at levels based
on bids received prior to auction or a percentage of previously established
reserve prices. The item offered is sold to the highest bidder, whether such bid
was received before the auction or at the time of sale, and such high bidder
must pay the hammer price, the applicable buyer's premium, and all applicable
sales taxes. Additionally, buyers pay a shipping and handling fee if they do not
accept delivery of the items at the place of the auction.
The auctioneer regulates the bidding and reserves the right to refuse any bid
believed by him/her not to be made in good faith. Costs involved in conducting a
traditional auction include, among other things, the cost of inspecting,
describing and storing the items to be offered for sale, catalog creation,
printing and mailing, insurance, transportation, auction advertising, auction
venue site rental fees, security, temporary personnel and expenses of certain
additional auction-related accounting and shipping functions.
The Company operates "Internet auctions" through its Teletrade subsidiary.
Internet auctions are auctions wherein there is no live, natural-person
auctioneer and no bidders in a single physical location orally making bids as in
a "traditional auction." Rather, all bids are made electronically via the
Internet or telephone, and a computer system processes the bids and determines
the highest bidder.
Consistent with the Company's full service traditional auction business model
and its commitment to customer service, the Company's Internet auctions feature
many of the same full service amenities as its traditional auctions.
Specifically, unless otherwise noted in a particular sale's terms and
conditions, the Company takes physical possession of all items offered for sale
prior to the sale, guarantees the genuineness of all items offered, describes
the items, collects all sums due, remits the sale proceeds to the seller, and
professionally packs and ships the items sold to the buyer. Additionally,
because the buyer in an Internet auction usually has not had an opportunity to
personally view the item offered, the Company also offers buyers a 100%
Satisfaction Guarantee.
Costs involved in conducting the Company's Internet auctions include, among
other things, the cost of inspecting, describing, imaging and storing the items
to be offered for sale. Other costs include technology development and
maintenance, computer and Internet hardware procurement and maintenance,
advertising, and expenses of certain additional auction-related accounting and
shipping functions.
The technology operating the Company's Internet/telephone auctions conducted on
the Company's www.teletrade.com web site is known as Interphonic(TM), a Company
owned and developed technology, which permits bidders to participate in
electronic auctions either by touch-tone telephone or via the Internet.
4
The Company also offers mail-only auctions through its Nutmeg, Kingswood and
Superior subsidiaries.
Consignor Advances
Frequently, an owner consigning property to the Company will request a cash
advance at the time the property is delivered to the Company, prior to its
ultimate sale at auction or otherwise. The cash advance is in the form of a
self-liquidating secured loan usually bearing interest and using the consigned
property as collateral. The Company is a secured party with respect to the
collateral, holds a security interest in the collateral and maintains possession
of the collateral until it is sold.
The ability to offer cash advances is often critical to the Company's ability to
obtain consignments of desirable property. In the case of property sold at an
auction, an owner may have to wait up to 45 days after the auction sale date for
settlement and payment of the owner's portion of the sales proceeds. In many
instances, an owner's motivation to consign property for sale may include a need
for cash on an immediate basis. Offering cash advances allow the Company to
attract owners who desire immediate liquidity while preserving the opportunity
to sell at auction at the highest available price. The Company believes that its
ability to make consignor advances on a consistent basis has enabled it to
receive regular consignments of high value lots from professional dealers and
private collectors.
The amount of a cash advance generally does not exceed 75% of the Company's
estimate of the value of the property when sold at auction.
Collectibles Auction Competition
The auction market, both traditional and Internet, for the collectibles offered
by the Company is highly competitive and dynamic. With the exception of the
low-end and consumer-to-consumer segments of the Internet auction market wherein
eBay, Inc. has secured a dominant market position, no clear market leader
exists.
Among the Company's primary competitors in the domestic and worldwide philatelic
auction business are Matthew Bennett, Inc., Charles Shreve Galleries, Inc. and
Robert A. Siegel Auction Galleries, Inc. In the sports trading card auction
business, the Company's primary competitors are Mastro Fine Sports Auctions,
Sports Trading Cards Plus, LLC and Sales OnLine Direct, Inc. (d/b/a Rotman
Auctions). The Company's principal coin auction competitors are Heritage Rare
Coin Galleries, Inc., Stacks Rare Coins, Superior Coin Galleries of Beverly
Hills and American Numismatic Rarities, LLC.
A number of companies offer business-to-business and business-to-consumer
auctions of collectibles, including eBay, Inc., Yahoo! Inc., Amazon.com, Inc.,
Overstock.com Inc., Interactive Collector, Inc. (d/b/a iCollector.com) and
Sothebys.com, Inc. Additionally, several companies host consumer-to-consumer
auctions of collectibles. While the Company is not in the consumer-to-consumer
auction business, these companies' services provide collectors the option to
sell or buy their collectibles themselves. Consumer-to-consumer auction sites
selling collectibles include eBay, Inc., Overstock.com Inc., Yahoo! Inc. and
Amazon.com, Inc.
MERCHANT/DEALER
---------------
Afinsa Supply Contracts
GMAI and CdC are parties to separate agreements with Afinsa, dated August 1,
2003, as amended, pursuant to which GMAI and CdC act as exclusive suppliers of
collectibles - primarily stamps and coins - for Afinsa on a worldwide basis,
with GMAI acting in the United States, Hong Kong and South America, and CdC
acting in all other geographic locations. Afinsa is engaged, among other things,
in commercial and trading activities involving tangible investment products
throughout Europe, and has business relationships with a number of long-term
clients, the ultimate purchasers of the goods provided by the Company. The
supply agreements have a ten-year term, terminable by either party upon six
months' notice. In addition to paying the purchase price for the goods sold
under the contracts, Afinsa pays to the Company an amount equal to 10% of the
aggregate purchase price of all such goods sold.
No collectibles sold to Afinsa by GMAI under the agreements are purchased from
Afinsa, Auctentia or their affiliates. Rather, all such material is purchased
from third parties: from stamp and coin dealers, by auction, or from collectors.
In September 2003 the Company purchased all of Auctentia's equity interest in
CdC, whose sole assets consisted of an inventory of certain philatelic and art
assets. CdC has and will continue to use the inventory owned by it to sell at
various auctions run by other subsidiaries of GMAI. Such inventory has not and
will not be resold to Auctentia, Afinsa or their affiliates.
Spectrum Numismatics
The Spectrum wholesale coin business complements the Company's auction and
merchant/dealer businesses by providing a supply of favorably priced coin
offerings for its auctions and fixed price sales venues. The majority of
Spectrum's revenue is generated from wholesale
5
sales of coins and from sales of coins to retailers and auction houses.
Additionally, Spectrum sells directly to a limited number of select private
collectors.
Based on its knowledge of the market, Spectrum believes that it is one of the
largest wholesalers of rare coins in the United States.
Complementary Merchant/Dealer Operations; Private Sales
In order to complement and enhance the Company's auction business, the Company
frequently buys collectibles in its own name and resells them as a
merchant/dealer. For a variety of reasons, some collectors require the immediate
liquidation of their collections and cannot wait for an appropriate auction.
Other collectors do not wish to sell by auction and prefer a negotiated, fixed
price sale. In these instances, the Company uses its knowledge of the markets
and products to make what the Company calls "opportunistic purchases." In most
instances, collectibles purchased in this manner are resold within 180 days
either in one of the Company's auctions or in a private treaty transaction. In
other instances, either because the markets are not yet ripe or because the
collection purchased is so large, it is most profitably sold over a period of
time, the collectibles purchased are held in the Company's inventory and resold
after 180 days. In addition to these "opportunistic purchases," the Company
continually searches the collectibles markets for favorable buying opportunities
and buys individual pieces and collections to re-sell to a particular collector
pursuant to a specific purchase request, to fill a need for one of its auctions
to make that auction more attractive to the targeted audience, or to take
advantage of what the Company believes is a favorable price and buying
opportunity. In these circumstances, items purchased are generally resold in
less than 180 days.
The Company earns a profit or incurs a loss on the sale of owned inventory to
the extent the sale price exceeds or is less than the purchase price paid by the
Company. The Company seeks to sell its owned inventory as quickly and
efficiently as possible, thereby promoting a high level of inventory turnover
and maintaining maximum liquidity.
In a private sale, the Company contacts known collectors and sells specific,
usually high or ultra-high end items, to such collectors at a privately
negotiated price. When such sales are conducted of Company-owned items, the
Company earns a profit based upon the sale price paid by the private buyer. The
Company also conducts private sales of consigned items. In such instances, the
Company earns a fee for its services. Generally, the fee is a percentage of the
sale price; however, in some circumstances the Company will be paid a fixed,
negotiated fee.
Private treaty sales are typically settled more promptly than auction sales,
with the buyer paying all or substantially the entire purchase price at the time
of sale.
A private treaty sale is attractive to some potential consignors because it
provides an opportunity for a sale at a fixed price or at a price controlled by
the consignor rather than by bidders, as is the case at public auction. Often, a
private treaty sale can be consummated more quickly than a sale at auction,
providing increased liquidity for the seller. For the Company, private treaty
sales provide an opportunity to realize increased revenues because such sales
involve fewer costs than auction sales, primarily because there are minimal
expenses associated with such sales.
Merchant/Dealer Competition
Competition among dealers and merchants of the collectibles sold by the Company
is intense. The market is comprised of thousands of merchant/dealers, as well as
individual collectors buying and selling directly through consumer-to-consumer
Internet trading platforms and at collectibles shows and conventions. Most of
these competitors, however, are small, privately owned companies, and no large
dominant competitor exists. Additionally, most competitors are focused on a
single collectible category and do not have a multi-category presence similar to
the Company's.
Among the Company's primary competitors in the domestic and worldwide philatelic
merchant/dealer business are Mystic Stamp Company, Superior Galleries, and
Regency Stamps, Ltd. The Company's principal coin competitors are Heritage Rare
Coin Galleries, Inc., Superior Coin Galleries of Beverly Hills, David Lawrence
Rare Coins and Stack's Rare Coins. In the sports trading card and memorabilia
business, the Company's primary competitors are Sports Cards Plus, Piedmont
Cards and Goodwin & Company.
TRADING OPERATIONS
A-Mark Precious Metals, Inc. (APM), which was acquired by the Company and Afinsa
in July 2005 (See Recent Expansion), is a full service metals trading company
engaged primarily in the wholesale purchase and sale of gold, silver, platinum
and palladium. As one of only six U.S. Mint authorized purchasers of gold,
silver and platinum Eagle coinage in the world, A-Mark sources these products
directly from the U.S. Mint to A-Mark's wholesale clientele. In addition to the
U.S. Mint, APM also has distributorships with other countries' mints, including
Canada, Australia and China. Clients of APM include coin dealers, banks,
financial institutions, jewelers, collectors, investors, manufacturers, as well
as other mints and mines. APM also provides a range of collateralized financing
products and trading services related to precious metals. APM is owned by
Spectrum PMI, Inc., a corporation whose stock is owned 80% by Spectrum
Numismatics International and 20% by Auctentia.
6
REGULATORY MATTERS
------------------
Regulation of the auction business varies from jurisdiction to jurisdiction, and
to the best of management's knowledge and belief, the Company is in compliance
with all material and significant regulations governing its business activities.
EMPLOYEES
---------
At June 30, 2005, the Company had 168 full-time employees: 102 located in the
United States and 66 located in Europe.
RECENT EXPANSION
----------------
A-Mark Precious Metals
On July 15, 2005, the Company and its majority shareholder Afinsa acquired all
of the issued and outstanding capital stock of A-Mark Precious Metals, Inc., an
indirect subsidiary of A-Mark Financial Corporation. The buyer was Spectrum PMI,
Inc., a newly formed acquisition entity owned 80% by Spectrum Numismatics
International, Inc., a wholly-owned subsidiary of GMAI, and 20% by Auctentia, a
wholly-owned subsidiary of Afinsa. APM is a full service metals trading company
engaged primarily in the wholesale purchase and sale of precious medals
including gold, silver, platinum and palladium. APM also provides a range of
collateralized financing products and trading services related to precious
metals. Pursuant to the Stock Purchase Agreement, dated as of July 15, 2005, by
and between Spectrum PMI, on the one hand, and A-Mark Holding, Inc. and Steven
C. Markoff, on the other hand (the "Stock Purchase Agreement") and the
Noncompetition Agreement, dated July 15, 2005, between Spectrum PMI, APM and
Steven C. Markoff, the purchase price was approximately $20 million cash, which
was determined by negotiation between the parties. Pursuant to the Stock
Purchase Agreement, the purchase price is subject to post-closing adjustment
based on the difference, if any, between the estimated and actual net book value
of APM on the closing date. The sellers may also be entitled to future payments
based on (i) certain new business of APM and (ii) certain tax savings to GMAI
resulting from the transaction. The purchase price was funded 80% from internal
working capital and 20% from Afinsa.
Item 2. DESCRIPTION OF PROPERTY
The Company's headquarters are located in space consisting of approximately
18,600 square feet of office and warehouse facilities located at 775 Passaic
Avenue, West Caldwell, New Jersey. The Company leased this space through
December 2004 at an annual rental of approximately $155,000; in December 2004
the Company exercised its right to purchase the property at a price of
approximately $1.7 million. Nutmeg leases 3,700 square feet of office space in
Danbury, CT at an annual cost of $58,000. The Company also leases approximately
7,500 square feet of office space in Santa Ana, California for its Spectrum
subsidiary at an annual rental of approximately $213,500, 2,168 square feet for
its Teletrade subsidiary at an annual rental of approximately $61,900 and 3,514
square feet for its Bowers & Merena subsidiary at an annual rental of
approximately $73,800. Effective July 15, 2005, the Company's A-Mark facility
operated in a 2,239 square feet facility in Santa Monica, CA at an annual cost
of $132,000.
The Company leases approximately 5,200 square feet of office space at an annual
rental of approximately $103,253 in Wiesbaden, Germany for its subsidiary,
Heinrich Kohler Auktionhaus, and approximately 2,500 square feet at an annual
rental of approximately $60,032 in Berlin, Germany for Heinrich Kohler Berliner
Briefmarken-Auktionen. The Company leases office space at 3 locations in Madrid,
Spain: Approximately 3,466 square feet is leased at an annual rental of $32,000;
3,000 square feet is leased at an annual rental of $130,375; and approximately
5,800 square feet is leased from Afinsa (a related party) at an annual rate of
$139,000. The latter lease will terminate in December 2005, at which time, CdC
will move its operations to an 18,000 square feet facility in Madrid with an
annual rental rate of $252,000. The Company also leases approximately 2,700
square feet of office space at an annual rental of approximately $100,000 in
Zurich, Switzerland for its Corinphila operations.
Item 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation material to the Company's financial
position or results of operations nor, to the knowledge of the Company, is any
litigation of a material nature threatened.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year covered by this report, no matter
was submitted to a vote of security holders of the Company.
7
PART II
-------
Item 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
REPURCHASES OF EQUITY SECURITIES
Market Price of and Dividends on Common Stock and Related Stockholder Matters
The Company's Common Stock is listed on NASDAQ National Market ("NASDAQ") under
the symbol "GMAI". According to American Stock Transfer & Trust and ADP Proxy
Services, the holders of record of the Company's Common Stock totaled 974 and
beneficial owners of record totaled 2,773 at June 30, 2005.
The Company has not paid any dividends. The Company expects that a substantial
portion of the Company's future earnings will be retained for expansion or
development of the Company's business. However, the Company intends, to the
extent that earnings are available, consistent with the above objectives, to
consider paying cash dividends on its Common Stock in the future. The amount of
any such dividend payments could be restricted by the covenants or other terms
of any loan agreements to which the Company is then a party.
The quarterly high and low bid ranges on the NASDAQ for the Common Stock of the
Company for the years ended June 30, 2005 and 2004 are shown in the following
schedule:
For the years ended June 30,
-----------------------------------------
2005 2004
-----------------------------------------
(Quarter) High Low High Low
- --------- ------ ------ ------ ------
First $16.33 $10.63 $ 7.75 $ 2.24
Second $12.55 $ 8.85 $12.84 $ 6.42
Third $12.48 $ 9.51 $15.00 $ 9.54
Fourth $12.04 $ 8.97 $17.25 $10.11
The quotations shown above reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not represent actual transactions.
Equity Compensation Plan Information
The following table provides information as of June 30, 2005 with respect to the
shares of GMAI's common stock that may be issued under GMAI's existing equity
compensation plans.
Plan category
- -------------
(c)
Number of securities
(a) (b) remaining available for
Number of securities Weighted average future issuance under
to be issued upon exercise price of equity compensation
exercise of outstanding options, plans (excluding
outstanding options, warrants and securities reflected in
warrants and rights rights ($) column (a))
------------------- ------------------- -----------------------
Equity compensation plans approved by
security holders(1).......................... 1,813,865 $5.46 745,737
Equity compensation plans not approved by
security holders............................. -- -- --
(1) Consists of the 1993 Stock Option Plan, as amended, and the 1997 Stock
Incentive Plan, as amended.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
- ----------------------------------------------------------------------
The Company has not made any repurchases of its equity securities during the
quarter ended June 30, 2005
8
Item 6. SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction
with, and are qualified by reference to, the Consolidated Financial Statements
and Notes thereto and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" appearing elsewhere in this report. The
consolidated Statement of Earnings and the consolidated balance sheet data for
the years ended June 30, 2005, 2004, 2003, 2002 and 2001, are derived from, and
are qualified by reference to, the audited consolidated financial statements of
Greg Manning Auctions, Inc.
In August 2003, GMAI and CdC entered into supply agreements with Afinsa,
pursuant to which GMAI and CdC are acting as exclusive suppliers of collectibles
for Afinsa on a worldwide basis. Transactions under these contracts represented
a significant portion of the Company's aggregate sales, revenues and gross
profit for the years ended June 30, 2005 and June 30, 2004. Accordingly, the
historical results of operations presented herein, to the extent they relate to
periods prior to the effectiveness of these contracts, are unlikely to be
indicative of future results.
9
Greg Manning Auctions Inc.
Years Ended June 30,
(In Thousands, except per share data)
Consolidated Statements of Earnings Data: 2005 2004 2003 2002 2001
---------- ---------- --------- --------- ---------
Sales of inventory $ 99,309 $ 97,688 $ 89,268 $ 76,616 $ 62,333
Sales of inventory - related party 123,348 102,215 7,654 -- --
Commissions earned 17,657 12,987 4,269 4,161 5,063
--------- --------- --------- --------- ---------
Total Revenues 240,314 212,890 101,191 80,777 67,396
Cost of merchandise sold 91,515 86,249 81,960 71,966 62,354
Cost of merchandise sold- Related Party 58,830 65,150 4,712 -- --
--------- --------- --------- --------- ---------
Gross profit 89,969 61,491 14,519 8,811 5,042
General, administrative, and all
other operating expenses 29,643 23,788 10,632 10,041 10,536
Sales and marketing expenses 4,282 2,981 1,561 1,578 1,879
Intangible impairment -- -- -- 4,741 2,158
Depreciation and Amortization 1,187 915 557 1,416 1,564
Other Expense -- -- -- 6 340
Acquisition and merger costs -- -- -- -- 205
--------- --------- --------- --------- ---------
Total operating expenses 35,111 27,684 12,750 17,782 16,682
--------- --------- --------- --------- ---------
Income (loss) from operations 54,857 33,807 1,769 (8,971) (11,640)
Interest and other expense (net) (559) (687) (702) (1,136) (713)
Loss on sale of marketable securities
and investments (4) -- (87) -- --
Gain on sale of equity method investee -- -- 2,035 -- --
Impairment of investment in investee -- (500) -- -- --
Loss from operations of investee -- -- -- (250) (4,951)
--------- --------- --------- --------- ---------
Income (loss) before income taxes 54,294 32,620 3,015 (9,934) (17,727)
Provision for (benefit from) income taxes 16,019 3,254 3,243 192 (1,404)
--------- --------- --------- --------- ---------
Net income (loss) $ 38,275 $ 29,366 $ 2,823 $ (13,177) $ (16,323)
========= ========= ========= ========= =========
Earnings (Loss) per Share:
Basic $ 1.40 $ 1.22 $ 0.22 $ (1.06) $ (1.58)
========= ========= ========= ========= =========
Diluted $ 1.33 $ 1.14 $ 0.22 $ (1.06) $ (1.58)
========= ========= ========= ========= =========
Weighted average shares:
Basic 27,423 23,985 12,739 12,469 10,299
========= ========= ========= ========= =========
Diluted 28,688 25,787 12,816 12,469 10,299
========= ========= ========= ========= =========
Consolidated Balance Sheet Data:
Cash and cash equivalents $ 54,250 $ 16,263 $ 2,250 $ 2,169 $ 2,158
========= ========= ========= ========= =========
Total Current Assets 132,507 107,366 32,615 22,117 25,971
========= ========= ========= ========= =========
Total Assets $ 158,450 $ 130,684 $ 37,907 $ 27,348 $ 40,452
========= ========= ========= ========= =========
Total Current Liabilities $ 37,930 $ 58,962 $ 22,670 $ 15,576 $ 16,885
========= ========= ========= ========= =========
Total Long-Term Liabilities 9,181 -- 43 116 168
========= ========= ========= ========= =========
Total Liabilities 47,111 58,962 22,713 15,692 17,053
========= ========= ========= ========= =========
Total Stockholders' Equity 111,339 71,722 15,194 11,656 23,399
========= ========= ========= ========= =========
Total Liabilities and Stockholders' Equity $ 158,450 $ 130,684 $ 37,907 $ 27,348 $ 40,452
========= ========= ========= ========= =========
10
(In thousands except per share amounts) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
- -------------------------------------------------------------------------------------------------------------------------
2005
- -------------------------------------------------------------------------------------------------------------------------
Sales of inventory $ 22,970 $ 28,012 $ 25,185 $ 23,142 $ 99,309
Sales of inventory - related party 21,618 27,499 26,027 48,204 123,348
Commissions earned 3,502 3,429 4,500 6,226 17,657
--------- --------- --------- --------- ---------
Total Revenues 48,090 58,940 55,712 77,572 240,314
Cost of merchandise sold 20,788 26,639 23,168 20,920 91,515
Cost of merchandise sold- related party 10,140 12,860 10,868 24,962 58,830
--------- --------- --------- --------- ---------
Gross profit 17,162 19,441 21,676 31,690 89,969
General, administrative, and all
other operating expenses 6,974 5,591 6,928 10,150 29,643
Sales and marketing expenses 799 917 1,062 1,504 4,282
Depreciation and Amortization 276 281 299 331 1,187
--------- --------- --------- --------- ---------
Total operating expense 8,049 6,789 8,289 11,985 35,112
--------- --------- --------- --------- ---------
Income from operations 9,113 12,652 13,387 19,705 54,857
Interest and other expense (net) (46) (216) (236) (65) (563)
--------- --------- --------- --------- ---------
Income before income taxes 9,067 12,436 13,151 19,640 54,294
Provision for income taxes 3,933 4,781 4,963 2,342 16,019
--------- --------- --------- --------- ---------
Net income $ 5,134 $ 7,655 $ 8,188 $ 17,298 $ 38,275
========= ========= ========= ========= =========
Earnings per Share:
Basic $ 0.19 $ 0.28 $ 0.30 $ 0.63 $ 1.40
========= ========= ========= ========= =========
Diluted $ 0.18 $ 0.27 $ 0.29 $ 0.60 $ 1.33
========= ========= ========= ========= =========
(In thousands except per share amounts) 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter Total
- -------------------------------------------------------------------------------------------------------------------------
2004
- -------------------------------------------------------------------------------------------------------------------------
Sales of inventory $ 21,523 $ 30,885 $ 25,977 $ 19,303 $ 97,688
Sales of inventory - related party 10,678 19,967 34,883 36,687 102,215
Commissions earned 2,286 2,363 3,645 4,693 12,987
--------- --------- --------- --------- ---------
Total Revenues 34,487 53,215 64,505 60,683 212,890
Cost of merchandise sold 7,392 13,512 23,780 20,466 65,150
Cost of merchandise sold- related party 19,633 26,311 23,724 16,581 86,249
--------- --------- --------- --------- ---------
Gross profit 7,462 13,392 17,001 23,636 61,491
General, administrative, and all
other operating expenses 3,898 5,419 7,160 7,311 23,788
Sales and marketing expenses 379 560 670 1,372 2,981
Depreciation and Amortization 144 226 224 321 915
--------- --------- --------- --------- ---------
Total operating expenses 4,421 6,205 8,054 9,004 27,684
--------- --------- --------- --------- ---------
Income from operations 3,041 7,187 8,947 14,633 33,808
Interest and other expense (net) (177) (91) (141) (278) (687)
Impairment of investment in investee -- (500) -- -- (500)
--------- --------- --------- --------- ---------
Income before income taxes 2,864 6,596 8,806 14,355 32,621
Provision for (benefit) income taxes 406 2,538 2,287 (1,977) 3,254
--------- --------- --------- --------- ---------
Net income $ 2,458 $ 4,058 $ 6,519 $ 16,331 $ 29,366
========= ========= ========= ========= =========
Earnings per Share:
Basic $ 0.15 $ 0.15 $ 0.25 $ 0.60 $ 1.22
========= ========= ========= ========= =========
Diluted $ 0.14 $ 0.14 $ 0.23 $ 0.57 $ 1.14
========= ========= ========= ========= =========
11
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
- --------
The following section presents a discussion and analysis of the Company's
results and operations during the past three fiscal years, and its financial
condition at fiscal year end. Statements that relate to the Company's future
performance, anticipated financial position, or results of operations for any
other future period, are forward-looking statements within the Safe Harbor
Provision of the Private Securities Litigation Reform Act of 1995. Such
statements which are generally indicated by words or phrases such as "plan,"
"estimate," "project," "anticipate," "the Company believes," "management
expects," "currently anticipates," "remains optimistic," and similar phrases are
based on current expectations and involve risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual future results could differ
materially from those anticipated, projected or estimated. The factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in this section, particularly in "Results of Operations," and
"Liquidity and Capital Resources." The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
The following discussion and analysis should be read with the Consolidated
Financial Statements and Notes to Consolidated Financial Statements contained in
this report. (Dollars in thousands except as noted or per share information.)
GENERAL
- -------
During the year ended June 30, 2005, the Company operated in one segment
consisting of various types of collectibles, including philatelics and
numismatics.
The Company's aggregate sales are generated by the sale of owned and consigned
property at auction and by the non-auction sale of inventory through its
merchant/dealer operations, consisting of sales by Spectrum and sales under the
exclusive supply contracts between the Company and Afinsa (a related party.)
(The Company's trading operations were acquired subsequent to June 30, 2005 and
accordingly are not reflected in the following discussion.) Aggregate sales
consist of the total proceeds realized from the sale of property and include the
Company's commissions when applicable.
The aggregate sales for the Company for the years ended June 30, 2005, 2004 and
2003, are shown for the respective years subdivided by source and collectible
type.
For the Years Ended June 30,
-------------------------------------------------------------------------------
(In Thousands, except for percentages)
Percentages
2005 2004 2003 2005 2004 2003
-------- -------- -------- --------- --------- --------
Aggregate Sales $313,244 $258,383 $118,232 100% 100% 100%
======== ======== ======== ======== ======== ========
By Source:
Auction $104,393 $ 58,480 $ 21,310 33% 23% 18%
Merchant/Dealer
Sales of Inventory 85,503 97,688 89,268 27% 38% 76%
Related Party 123,348 102,215 7,654 39% 40% 6%
-------- -------- -------- -------- -------- --------
$313,244 $258,383 $118,232 100% 100% 100%
======== ======== ======== ======== ======== ========
By Collectible Type:
Philatelics $185,140 $151,176 $ 23,397 59% 59% 20%
Numismatics 126,865 104,328 91,894 41% 40% 78%
Sports Collectibles 1,070 2,153 2,796 0% 1% 2%
Art 169 226 50 0% 0% 0%
Other Collectibles -- 500 95 0% 0% 0%
-------- -------- -------- -------- -------- --------
$313,244 $258,383 $118,232 100% 100% 100%
======== ======== ======== ======== ======== ========
12
Total revenues included in the Consolidated Statements of Earnings are comprised
of (1) revenues from Merchant/Dealer Operations, that is: (a) sales of inventory
owned by the Company to Afinsa (a related party), under the exclusive supply
contracts, and (b) sales of inventory owned by the Company exclusive of sales to
Afinsa, consisting primarily of sales by Spectrum Numismatics, and (2) revenues
from Auction Operations, that is, the portion of sale proceeds from auction (or
private treaty) that the Company is entitled to retain after remitting the
sellers' share, consisting primarily of commissions paid by sellers and buyers.
Generally, the Company earns a commission from the seller of 0% to 15% and a
commission of 12.5% to 15% from the buyers.
Only revenues and not aggregate sales are included in the accompanying
Consolidated Statements of Earnings since aggregate sales are not recognized in
accordance with accounting principles generally accepted in the United States.
The following table sets forth, for the periods presented certain data from our
consolidated Statements of Earnings as a percentage of net revenues. The
information contained in the table below should be read in conjunction with the
Consolidated Financial Statements and Notes thereto included elsewhere in this
report.
Amounts Stated in %s
Fiscal Year
2005 2004 2003
----- ---- -----
Net Revenues 100.0 % 100.0 % 100.0 %
Gross Profit 37.4 28.9 14.3
Operating Expenses
General and Administrative 6.9 6.4 5.1
Salaries and Wages 5.5 4.8 5.4
Marketing 1.8 1.4 1.5
Depreciation and Amortization 0.5 0.4 0.6
----- ----- -----
Total Operating Expenses 14.7 13.0 12.6
----- ----- -----
Earnings (Loss) from operations 22.7 15.9 1.7
Gain on sale of investee - - 2.0
Interest Income and Expense (net) (0.1) (0.4) (0.7)
Other Income and Expense (net) - - -
Impairment of investment in investee - (0.2) -
----- ----- -----
Earnings (Loss) before income taxes 22.6 15.3 3.0
----- ----- -----
Provision for (Benefit from)
income taxes 6.7 1.5 0.2
Net Income (Loss) 15.9 % 13.8 % 2.8 %
===== ===== =====
Sales of inventory to Afinsa (a related party) represented a significant portion
of the Company's aggregate sales, revenue and gross profit for the years ended
June 30, 2005 and 2004.
13
Results of Operations Years ended June 30, 2005 and 2004 (Dollars in thousands
except as noted or per share information)
Year Ended June 30, 2005 Year Ended June 30, 2004
------------------------------------------------------------------------------------
Cost of Cost of
Goods Gross Gross Goods Gross Gross
Revenues Sold Profit Profit % Revenues Sold Profit Profit %
------------------------------------------------------------------------------------
Sales of inventory $ 99,309 $ 91,515 $ 7,794 8% $ 97,688 $86,249 $11,439 12%
Sales of inventory- Related Party 123,348 58,830 64,518 52% 102,215 65,150 37,065 36%
Auction Commissions 17,657 -- 17,657 100% 12,987 -- 12,987 100%
------------------------------------------------------------------------------------
$240,314 $150,345 $89,969 37% $212,890 $151,399 $61,491 29%
====================================================================================
Revenues
The Company recorded an increase in total revenues of approximately $27,424
(13%), to approximately $240,314 for the year ended June 30, 2005 from
approximately $212,890 for the year ended June 30, 2004.
For the year ended June 30, 2005, the total revenue of approximately $240,314
comprised approximately $222,657 of revenue from sales of owned inventory and
approximately $17,657 of commissions resulting from sales of consigned
materials. This was an increase of $22,754 (or 11%) in sales of owned inventory
and an increases of $4,670 (or 36%) in commissions resulting from sales of
consigned materials.
Revenues under the exclusive supply contracts with Afinsa (a related party) were
$123,348 for the year ended June 30, 2005, an increase of $21,133 (or 21%) from
$102,215 for the year ended June 30, 2004. The revenue attributable to
transactions under the exclusive supply contracts with Afinsa includes the 10%
fee provided for under the contracts.
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
Gross profit increased approximately $28,478 (or 46%), to approximately $89,969
for the year ended June 30, 2005 from approximately $61,491 for the year ended
June 30, 2004. The increase in gross profit was the result of an increase in
revenue of $27,424, coupled with an increase in gross profit percentage from 29%
for the year ended June 30, 2004 to 37% for the year ended June 30, 2005.
The largest contributing factor to the increase in gross profit percentage was
$123,348 in direct sales to Afinsa (a related party) in the year ended June 30,
2005 under the exclusive supply contracts. Gross profit on related party sales
increased from 36% in the year ended June 30, 2004 to 52% for the year ended
June 30, 2005. This increase in gross profit was largely attributable to the mix
of philatelic material sold to Afinsa during the period. Exclusive of sales to
Afinsa, the gross profit percentage stayed consistent at 22% for the years ended
June 30, 2005 and 2004. Gross profit on sales of inventory, exclusive of sales
to Afinsa, decreased from 12% for the year ended June 30, 2004 to 8% for the
year ended June 30, 2005. However, revenues from auction commissions increased
$4,670 (or 36%) to $17, 657 for the year ended June 30, 2005. There is no
corresponding cost of sales on commission revenue.
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%.)
14
Operating Expenses:
Variance
2005 2004 Variance %
------------------------------------------
General & Administrative $16,501 $13,517 $ 2,984 22%
Salaries
13,142 10,271 2,871 28%
Marketing
4,282 2,981 1,301 44%
Depreciation & Amortization 1,187 915 272 30%
------------------------------------------
$35,112 $27,684 $ 7,428 27%
==========================================
The Company's operating expenses increased approximately $7,428 (27%) during the
year ended June 30, 2005 as compared to the year ended June 30, 2004.
General and administrative expenses increased $2,984 (22%) during the year ended
June 30, 2005 as compared to the year ended June 30, 2004. Costs incurred
associated with the implementation and administration of the Sarbanes-Oxley Act
("SOX") requirements accounted for approximately $2.0 million of this increase.
It is expected that SOX-related costs will not exceed $800 in fiscal 2006. The
remaining $1 million of the fiscal year 2005 increase over fiscal year 2004 were
the inclusion of a full year's expenses associated with the acquisition of
Bowers & Merena, Superior Sports and Nutmeg during the third and fourth quarters
of fiscal year 2004, and the H.R Harmer Company in July 2004.
Salaries and wages increased $2,871 (28%) during the year ended June 30, 2005 as
compared to the year ended June 30, 2004. Approximately $1,900 of the increase
was attributable to the inclusion of a full year's salary expense for the Bowers
& Merena, Superior Sports and Nutmeg acquisitions made during the third and
fourth quarters of 2004 and the H.R. Harmer acquisition in July 2005. The
remainder of the increase, $1,000, was attributable to additional personnel and
normal salary increases to support additional revenues.
Marketing expenses increased $1,301 (44%) to $4,282 for the year ended June 30,
2005. This increase is primarily associated with new marketing programs in place
for fiscal 2005 related to the subsidiaries newly acquired in the third and
fourth quarter of fiscal 2004 and the first quarter of 2005.
Depreciation and amortization increased $272 (30%) during the year ended June
30, 2005 as compared to the year ended June 30, 2004.
Operating costs as a percentage of operating revenue were 15% for the fiscal
year ended June 30, 2005 and 13% for the fiscal year ended June 30, 2004. As
compared to aggregate sales, the operating costs remained at 11% for both fiscal
years ended June 30, 2004 and 2005.
Interest income and expense:
Interest expense (net of interest income) for the year ended June 30, 2005
decreased approximately $429 from the fiscal year ended June 30, 2004, from
approximately $687 to approximately $258, primarily due to increased interest
income on consignor advances.
Provision for Income Taxes:
The Company's effective tax rates for the years ended June 30, 2005 and 2004
were approximately 30% and 10%, respectively. The rate is based on a blended
rate consisting of U.S. Federal, state and foreign statutory income tax rates.
The rates have been reduced by the utilization of a large percentage of the
available net operating loss carry forwards for U.S Federal income tax purposes.
Future blended tax rates should be higher based on the reduced remaining net
operating loss carry forwards. Our 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.
15
The realization of the Company's remaining deferred tax assets is dependent on
generating sufficient taxable income in the future to offset the deductibility
of temporary differences generating the deferred tax assets. Accordingly, the
Company believes that it is more likely than not that the results of future
operations will generate sufficient taxable income to realize certain deferred
tax assets. In fiscal year 2005, the Company recorded a deferred tax asset net
of allowance of approximately $4,500 due to the gift of a certain art
collection; it is expected that the Company will be able to utilize this asset
over the next five years. In fiscal year 2004, the Company reduced its valuation
allowance against these deferred tax assets which were provided for in prior
years. As a result the Company recorded a deferred tax benefit of approximately
$4,880.
Recent New Jersey tax legislation provided for the utilization of a portion of
net operating losses for fiscal year 2005 and thereafter.
During the fourth quarter of fiscal 2005, the Company made a charitable
contribution of an art collection with a de minimis carrying value that had been
held for investment purposes. The Company obtained a qualified appraisal of the
collection, which concluded that it had a value of approximately $21 million,
resulting in a charitable contribution deduction with a tax benefit of
approximately $7.1 million. This charitable contribution deduction will be
limited to 10% of the Company's Federal taxable income (as computed with certain
adjustments) each year and will expire in the year 2010 to the extent not
utilized. Because of the uncertainty of whether future Federal taxable income
will be sufficient to realize the entire benefit, the Company has established a
valuation allowance of approximately $2.6 million. In addition, although not
required to do so, the Company has determined to seek additional verification of
the value of the collection. As a result of this or other factors, the tax
benefit to the Company may be adjusted.
Net Income:
The Company's increase in gross profit of approximately $28,478 for the year
ended June 30, 2005 was partially offset by an increase in operating expenses of
$7,428 and an increase in income tax expense of $12,765. Gross profit on sales
of inventory to Afinsa (a related party) was primarily responsible for the
increase in gross profit in the year ended June 30, 2005.
Results of Operations Years ended June 30, 2004 and 2003 (Dollars in
thousands except as noted or per share information)
Year Ended June 30, 2004 Year Ended June 30, 2003
-------------------------------------------------------------------------------------
Cost of Cost of
Goods Gross Gross Goods Gross Gross
Revenues Sold Profit Profit % Revenues Sold Profit Profit %
-------------------------------------------------------------------------------------
Sales of inventory $ 97,688 $ 86,249 $ 11,439 12% $ 89,268 $81,960 $ 7,308 8%
Sales of inventory- Related Party 102,215 65,150 37,065 36% 7,654 4,712 2,942 38%
Auction Commissions 12,987 -- 12,987 100% 4,269 -- 4,269 100%
-----------------------------------------------------------------------------------
$212,890 $151,399 $ 61,491 29% $101,191 $86,672 $14,519 14%
===================================================================================
Revenues
The Company recorded an increase in total revenues of approximately $111,699 (or
110%), to approximately $212,890 for the year ended June 30, 2004 from
approximately $101,191 for the year ended June 30, 2003.
For the year ended June 30, 2004, the total revenue of approximately $212,890
comprised approximately $199,903 of revenue from sales of owned inventory and
approximately $12,987 of commissions resulting from sales of consigned
materials. This was an increase of $102,981 (or 106%) in sales of owned
inventory and an increase of $8,718 (or 204%) in commissions resulting from
sales of consigned materials.
Revenues under the exclusive supply contracts with Afinsa (a related party) were
$102,215 for the year ended June 30, 2004, an increase of $94,561 (or 1235%)
from $7,654 for the year ended June 30, 2003. The revenue attributable to
transactions under the exclusive supply contracts with Afinsa includes the 10%
fee provided for under the contracts.
16
Gross Profit
Gross profit increased approximately $46,972 (or 324%), to approximately $61,491
for the year ended June 30, 2004 from approximately $14,519 for the year ended
June 30, 2003. The increased gross profit was the result of an increase in
revenue of $111,699, coupled with an increase in gross profit percentage from
14% for the year ended June 30, 2003 to 29% for the year ended June 30, 2004.
The largest contributing factor to the increase in gross profit percentage was
$102,215 in direct sales to Afinsa (a related party) in the year ended June 30,
2004 under the exclusive supply contracts. Gross profit on related party sales
decreased from 38% in the year ended June 30, 2003 to 36% for the year ended
June 30, 2004. However, the volume of sales to related party had a positive
effect on overall gross profit. Exclusive of sales to Afinsa, the gross profit
percentage increased from 12% for the year ended June 30, 2003 to 22% for the
year ended June 30, 2004. The increase, exclusive of sales to Afinsa, was the
result of higher gross profit margins on auction sales of owned stamp inventory,
which reflects an improvement in the quality and pricing of stamp purchases by
the Company, as well as, to a lesser extent, revenue attributable to the
operations of the seven European and four U.S. subsidiaries acquired by the
Company during the year ended June 30, 2004; this revenue consisted almost
entirely of commissions, with respect to which there is no corresponding cost of
goods sold.
Operating Expenses:
Variance
2004 2003 Variance %
------------------------------------------
General & Administrative $13,517 $ 5,175 $ 8,342 161%
Salaries 10,271 5,457 4,814 88%
Marketing 2,981 1,561 1,420 91%
Depreciation & Amortization 915 557 358 64%
------------------------------------------
$27,684 $12,750 $14,934 117%
==========================================
The Company's operating expenses increased approximately $14,934 (117%) during
the year ended June 30, 2004 as compared to the year ended June 30, 2003.
General and administrative expenses increased $8,342 (161%) during the year
ended June 30, 2004 as compared to the year ended June 30, 2003. Of the total
increase, $6,263 was attributable to expenses incurred by the eleven
subsidiaries (seven European subsidiaries and four U.S. subsidiaries) acquired
during the year ended June 30, 2004. Other increases include the following:
additional bad debt expense of approximately $400, $230 relating to the charges
for stock options for services to Afinsa (related party), payments to board
members in the amount of $98, an increase in professional fees in the amount of
$618 (largely due to the acquisitions that were made during the fiscal year as
well as additional costs associated with compliance with the Sarbanes-Oxley Act
of 2002), an increase in shareholder's expenses of $149, increased insurance
costs of $40, and expenditures relating to the relocation of a subsidiary's
operations from New York to California, including overlapping expenses and
additional travel costs.
Salaries and wages increased $4,814 (88%) during the year ended June 30, 2004 as
compared to the year ended June 30, 2003. Of the total increase, $3,400 was
attributable to expenses incurred by the eleven subsidiaries acquired during the
year ended June 30, 2004. Executive bonuses (which are based on profitability)
increased $725 from the $75 accrued for in the year ended June 30, 2003, to the
aggregate amount of $800 for the year ended June 30, 2004. There was also an
increase in general salaries of $689 resulting from an increase in employees to
support increased revenues; severance payments relating to the relocation of a
subsidiary from New York to California; and overlapping salary payments during
the transition.
Marketing expenses increased $1,420 (91%) to 2,981 for the year ended June 30,
2004. The increase was due to additional marketing expenses for the eleven
acquired subsidiaries, as well as, expenses related to an additional auction in
the year ended June 30, 2004, as well as higher catalog costs during the year
(attributable primarily to the stamp auction held in November 2003.)
Depreciation and amortization increased $358 (64%) for the year ended June 30,
2004. Depreciation and amortization attributable to the eleven acquired
subsidiaries were $461. Depreciation and amortization from existing operations
decreased by approximately $103 (18%), as capitalized costs for the development
of the Company `s web site were fully depreciated during the period.
17
Increased costs for the year ended June 30, 2004 were offset by revenue
increases during the period, holding operating costs as a percentage of
operating revenue at 13% for the fiscal year ended June 30, 2004, the same
percentage as in the fiscal year ended June 30, 2003. As compared to aggregate
sales, the operating costs remained at 11% for both fiscal years ended June 30,
2003 and 2004.
Interest income and expense:
Interest expense (net of interest income) for the year ended June 30, 2004
decreased approximately $15 from the fiscal year ended June 30, 2003, from
approximately $702 to approximately $687. The decrease in net interest expense
was due to increased funding of operations by profits, cash from sale of common
stock to Afinsa (related party) and the attaining of financing at lower interest
rates.
Provision for Income Taxes:
The Company's effective tax rates for the years ended June 30, 2004 and 2003
were approximately 10% and 6%, respectively. The rate is based on a blended rate
consisting of U.S. Federal, state and foreign statutory income tax rates. The
rates have been reduced by the utilization of a large percentage of the
available net operating loss carry forwards for U.S Federal income tax purposes.
Future blended tax rates should be higher based on the reduced remaining net
operating loss carry forwards. Our effective tax rate could be adversely
affected by several factors, many of which are outside of our control. Our
effective tax rate is directly affected by the relative proportions of revenue
and income before taxes in the various domestic and international jurisdictions
in which we operate. We are also subject to changing tax laws, regulations and
interpretations in multiple jurisdictions in which we operate. Our effective tax
rate can also be influenced by the tax effects of purchase accounting for
acquisitions and non-recurring charges, which may cause fluctuations between
reporting periods.
The realization of the Company's remaining deferred tax assets is dependent on
generating sufficient taxable income in the future to offset the deductibility
of temporary differences generating the deferred tax assets. Accordingly, the
Company believes that it is more likely than not that the results of future
operations will generate sufficient taxable income to realize certain deferred
tax assets. The Company reduced its valuation allowance against these deferred
tax assets which were provided for in prior years. As a result the Company
recorded a deferred tax benefit of approximately $4,880. There was no net
deferred tax expense (benefit) for 2003.
Recent New Jersey tax legislation will provide for the utilization of a portion
of net operating losses for fiscal year 2005 and thereafter.
Net Income (Loss):
The Company's increase in gross profit of approximately $46,972 for the year
ended June 30, 2004 was offset by an increase in operating expenses of $14,934,
a $500 impairment of an investment in GMAI-Asia and income tax expense of
$3,254. Offset by a gain of $2,035 from the sale of investee-related party in
the third quarter of fiscal 2003, there was a net gain of approximately $26,543
for the year ended June 30, 2004 from the year ended June 30, 2003.
EUROPEAN MONETARY UNION
- -----------------------
The European Monetary Unit (the "euro") was introduced on January 1, 1999 as a
wholesale currency. The eleven participating European Monetary Union member
countries established fixed conversion rates between their existing currencies
and the euro. The currencies that existed January 1, 1999 continued to be used
as legal tender through January 1, 2002; on July 1, 2002, the existing
currencies were cancelled and euro bills and coins are currently being used for
cash transactions in the participating countries.
OFF-BALANCE SHEET ARRANGEMENTS
- ------------------------------
The Company has no off-balance sheet arrangement that has or is reasonably
likely to have a current or future effect on the Company's financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Working Capital
- ---------------
At June 30, 2005, the Company's working capital position was approximately
$94,577, compared to approximately $48,404 as of June 30, 2004. The net increase
of approximately $46,173 was primarily due to increases in cash as a result of
strong earnings
18
for the year generating net income of $38,275 and improvement in collections of
accounts receivables. In addition, accounts payables decreased by $6,594 to
$14,011 from $20,605.
Operating Activities:
- ---------------------
The Company experienced a positive cash flow from operating activities of
approximately $42,237 for the year ended June 30, 2005 as compared to a positive
cash flow of approximately $2,913 for 2004, an increase of approximately
$39,324. Inventory purchases resulted in a increase in cash flow of $156 in 2005
and a decrease of $22,153 in 2004. The large increase in 2004 was primarily due
to major purchases of philatelic material to fill the requirements of the
exclusive supplier agreement with Afinsa - related party as well as upcoming
philatelic auctions. Accounts receivable - related party also resulted in an
increase in cash flow of $18,893 in fiscal 2005 and a decrease of $26,967 in
fiscal 2004, resulting in a net increase of $45,860 from fiscal 2004 to fiscal
2005.
Investing Activities:
- ---------------------
The Company experienced a net decrease in cash flow from investing activities
for the year ended June 30, 2005 of approximately of $2,703. This was primarily
the result of the purchase of the Company's leased facilities in West Caldwell,
NJ for approximately $1,740 and other capital expenditures totaling $465 (See
Notes 2 and 7 to Notes to Consolidated Financial Statements) and the purchase of
goodwill and other intangible assets associated with the acquisitions made in
fiscal year 2005 ($644).
The Company experienced a decrease in cash flow from investing activities for
the year ended June 30, 2004 of approximately $4,534. This was the result of
purchases of goodwill and other intangible assets due to acquisitions in the
amount of $3,797. (See notes 2 and 7 to notes to Consolidated Financial
Statements) and the purchases of property and equipment in the amount of $737.
Financing Activities:
- ---------------------
The Company had a net decrease in cash flow from financing activities in
fiscal 2005 of $1,446 primarily as a result of paying down its demand loans.
In the fiscal year ended June 30, 2004 the Company had a positive cash flow
of $13,703 from financing activities, a net gain of $11,634 from the gain of
$2,069 for the fiscal year ended June 30, 2003. Increases in cash flow were
from proceeds from the exercise of options of $2,843, proceeds from issuance
of stock of $5,536 and $6,000 from demand notes payable.
On September 8, 2003 the Company exchanged stock for cash ($5,536), in one of
the three transactions with Auctentia (See Note 2 to Notes to Consolidated
Financial Statements). Borrowings under line of credit agreement with PNC Bank
(see Credit and Financing Facilities, below) were $6,000 as of June 30, 2004.
Our future cash flows from the exercise of stock options are difficult to
project as such amounts are a function of both our stock price and the decisions
by employees to exercise stock options. In general, we expect proceeds from
stock option exercises to increase during periods in which our stock price has
increased.
Credit and Financing Facilities:
- --------------------------------
The Company's Credit and Financing Facilities, which are included in the above
discussion, consist of the following:
During the year ended June 30, 2002, the Company obtained a secured loan from a
privately held capital fund in the amount of $4,000. The loan is collateralized
by inventory and bears interest at the rate of 10% per annum. The loan was due
on June 30, 2005 and paid off prior to that date and the facility closed.
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 agreement contained other financial agreements and covenants,
including the requirement that Auctentia maintain at least 43% of all of the
authorized issued and outstanding shares of voting stock of the Company. As
extended, the facility expired on April 12, 2005. The loan was repaid prior to
the facility's expiration.
On May 28, 2004, the Company entered into an agreement with PNC Bank for a line
of credit not to exceed $10,000. The loan is
19
collaterized by accounts receivable, consignor advances and inventory, subject
to certain limitations. Borrowings under the line bear interest at the "prime"
rate; provided that the Company has the right, subject to certain conditions, to
borrow at a rate equal to LIBOR plus 2.5% per annum. The agreement contains
other financial agreements and covenants. The credit line, which would otherwise
have expired on May 27, 2005, was extended to August 31, 2005. At June 30, 2005,
the Company had borrowed $8,000 under the facility. Subsequent to June 30, 2005,
the line was renewed for a two-year period expiring on August 31, 2007 and the
amount of the facility increased to $12,500.
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). At June 30, 2005, the Company owed $506 on this facility.
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. At June 30, 2005, the Company owed $1,269 on
this facility.
The remaining notes payable consist of capital leases and loans payable for the
purchase of equipment bearing interest at rates ranging from 5% to 21%. Total
borrowings outstanding under the leases were $73 and $90 as of June 30, 2005 and
2004, respectively.
As of June 30, 2005, the Company had an aggregate of $9,848 of debt outstanding
under the above credit and financing facilities.
NEED FOR FUTURE LIQUIDITY
- -------------------------
The Company's need for liquidity and working capital may increase as a result of
its continuing business expansion activities. In addition to the need for such
capital to enhance the Company's ability to offer cash advances to a larger
number of potential consignors of property (which is an important aspect of the
marketing of an auction business), the Company may require additional working
capital in the future in order to acquire collectibles for sale in the Company's
business, to expand into sales of other collectibles and to initiate any other
new business activities.
CONTRACTUAL OBLIGATIONS
- -----------------------
Our contractual obligations related to non-cancelable operating and capital
leases at June 30, 2005 were as follows:
Payment due by period
------------------------------------------------------------
Less than 1 to 3 3 to 5 More than
Total 1 year years years 5 years
------------------------------------------------------------
Notes Payable $ 8,000 $ -- $ 8,000 $ -- $ --
Mortgage 1,269 88 175 1,006 --
Capital Lease and Other Debt
Obligations 579 579 -- -- --
Operating Lease Obligations 5,311 1,116 1,048 627 2,520
------------------------------------------------------------
Total $15,159 $ 1,783 $ 9,223 $ 1,633 $ 2,520
============================================================
AUCTION CYCLES
- --------------
A buyer of auctioned property may be permitted to take possession of the
property before payment is made. Most accounts receivable are collected within
30 to 60 days, which is consistent with business practice in the collectible
markets. For the year ended June 30, 2005, the Company had a bad debt recovery
of approximately $175, and for the year ended June 30, 2004 expense relating to
bad debt was approximately $1,620. For the years ended June 30, 2005 and 2004
the Company's history of bad debts has been less than 1% of revenue.
Because of the nature of the auction business of the Company, there is a
relationship between accounts receivable, advances to consignors, and payable to
consignors. Depending upon the relationship of the balance sheet date to a given
auction sale date and a settlement date for a given auction, these balances
could change substantially from one balance sheet date to another.
20
In the cycle of any single auction, the effect on the balance sheet and on the
Company's cash flows is significant when compared to the total assets of the
Company.
The cycle for a single auction begins with consignors contracting with the
Company to sell their property at auction. Typically these contracts are signed
from 8 to 16 weeks in advance of the auction sale date. No entry is made on the
balance sheet of the Company when the Company receives the property for auction
or when a contract for the consignment to the auction is signed. Since the
contract for the sale of the property is for services not yet rendered, there is
no financial statement impact.
At the time of the consignment, or any time thereafter until the auction sale
date, the consignor may request a cash advance which is a prepaid portion of the
prices to be realized of the property irrevocably committed to be sold in the
auction. The cash advance takes the form of a self-liquidating, secured loan to
the consignor, using the property consigned as collateral. Cash advances to
consignors are often used as a marketing tool in order to obtain property for a
sale. When the cash advance is made, there is an increase of the accounts of the
Company in cash advances to consignors, and simultaneously, there is a
corresponding decrease in cash.
Approximately 6 weeks after the auction date, often referred to as the
settlement date, the payables to consignors decrease to zero as all the
consignors are paid and the Company withholds a portion of the amounts due the
consignor for the sale of the property as an offset to repay the principal
amount and the accrued interest on the cash advances to consignors (or loans to
consignors), and there is a decrease in cash, corresponding to the net amount
paid to the consignors.
The entire cycle for a single auction typically is about 14 to 22 weeks in
duration. Because of the high level of activity in the Company, single auction
cycles do not occur in series, with the next cycle beginning immediately after
the previous cycle ends. Rather, single auction cycles occur in parallel. For
example, when a certain cycle ends, a second cycle may be at the midpoint, while
yet a third cycle is just beginning. Depending upon the relative values of the
property consigned to each sale in the three cycles in this example, and
depending upon the demand for auction advances in each of the cycles, the
cumulative effect on the balance sheet, and particularly the current assets and
current liabilities and the Company's cash flows, is very significant.
INFLATION
- ---------
The effect of inflation on the Company has not been significant during the last
three fiscal years.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The Company's consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States ("GAAP"). The
preparation of consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
The Company believes that the estimates, judgments and assumptions upon which
the Company relies are reasonable based upon information available to us at the
time that these estimates, judgments and assumptions are made. To the extent
there are material differences between these estimates, judgments or assumptions
and actual results, our financial statements will be affected.
The significant accounting policies that the Company believes are the most
critical to aid in fully understanding and evaluating our reported financial
results include the following:
o Revenue Recognition
o Allowances for Doubtful Accounts and Sales Returns
o Inventory Valuation and Classification
o Goodwill and Intangible Assets
o Accounting for Income Taxes
In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management's judgment in its
application. There are also areas in which management's judgment in selecting
among available alternatives would not produce a materially different result.
Our senior management has reviewed the Company's critical accounting policies
and related disclosures with our Audit Committee. See Notes to Consolidated
Financial Statements, which contain additional information regarding our
accounting policies and other disclosures required by GAAP.
21
REVENUE RECOGNITION
- -------------------
The Company derives revenues from two primary sources:
1. Merchant/Dealer Operations:
Revenues from Merchant/Dealer Operations consist of revenues from the
non-auction sale of inventory owned by the Company. These sales consist of sales
by Spectrum, sales by the Company to Afinsa and other non-auction sales of owned
inventory, including private treaty sales.
Revenue with respect to Merchant/Dealer Operations is recognized when the goods
are delivered or released to the customer for acceptance or to a common carrier
for delivery. Such amounts of revenue are recorded as sales of merchandise, net
of returns. Sales returns have not been material.
2. Auction Revenue:
Revenues from Auction Operations consist of the portion of sale proceeds from
auction (or private treaty, if the goods sold are consigned) that the Company is
entitled to retain after remitting the sellers' share, consisting primarily of
commissions paid by sellers and buyers. Revenue is recognized when collectibles
are sold at auction and is represented by an auction commission received from
the buyer and seller. Auction commissions represent a percentage of the hammer
price at auction sales as paid by the buyer and the seller. Such amounts of
revenue are recorded on a net basis as commission revenue.
The Company also sells its own inventory at auction. Revenue of owned inventory
is recognized when sold at auction. Such amounts of revenue are recorded on a
gross basis as sales of merchandise. Additionally, the Company is entitled to
auction commissions paid by the buyer. Sales returns have not been material.
The Company does not provide any guarantee with respect to the authenticity of
property offered for sale at auction. Each lot is sold as genuine and as
described by the Company in the catalogue. When however, in the opinion of a
competent authority mutually acceptable to the Company and the purchaser, a lot
is declared otherwise, the purchase price will be refunded in full if the lot is
returned to the Company within a specified period. In such event, the Company
will return such lot to the consignor before a settlement payment has been made
to such consignor for the lot in question. To date, returns have not been
material. Large collections are generally sold on an "as is" basis.
ALLOWANCES FOR DOUBTFUL ACCOUNTS AND SALES RETURNS
- --------------------------------------------------
The Company makes judgments as to our ability to collect outstanding auction and
consignor advances receivables and provides allowances for the portion of
receivables when collection becomes doubtful. Provisions are made based upon a
specific review of all significant outstanding invoices. The Company
continuously monitors payments from its customers and maintains allowances for
doubtful accounts for estimated losses in the period they become known.
The Company frequently extends trade credit in connection with its auction
sales, which are held throughout the United States. The Company evaluates each
customer's creditworthiness on a case-by-case basis; generally the customers who
receive trade credit are professional dealers who have regularly purchased
property at the Company's auctions or whose reputation within the industry is
known and respected by the Company.
In situations where trade credit is extended, the purchaser generally takes
possession of the property before payment is made by the purchaser to the
Company, and the Company is liable to the consignor for the net sales proceeds
(auction hammer price less commission to the Company). The Company pays the
consignor generally no later than the 45th day after the sale, and when trade
credit is extended, the Company assumes all risk of loss associated with the
trade credit, and the responsibility of collection of the trade credit amount
from the purchaser. Losses to date under these situations have not been
material.
Certain sales of inventory owned by the Company are made with extended payment
terms (up to twelve months). Certain assets held by the Company collateralize
these receivables.
If the historical data the Company uses to calculate the allowance provided for
doubtful accounts does not reflect the future ability to collect outstanding
receivables, additional provisions for doubtful accounts may be needed and the
future results of operations could be materially affected. In recording any
additional allowances, a respective charge against income is reflected in the
general and administrative expenses, and would reduce our operating results in
the period in which the increase is recorded.
22
INVENTORY VALUATION AND CLASSIFICATION
- --------------------------------------
Inventories are stated at the lower of cost or market ("LCM"), which reflects
management's estimates of net realizable value. Inventories are accounted for
under the specific identification method. In instances where bulk purchases are
made, the cost allocation is based on the estimated market values of the
respective goods. The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has declined in value and incurs a
charge to operations for such declines. The Company records write-downs based on
two methodologies; specific write-downs on certain items based on declines in
the marketplace, and estimated write-downs based on a percentage of the
inventory aging by category type, unless the Company implores a marketing
strategy to sell goods over time. If actual market conditions are less favorable
than those projected by management and the Company's estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required. Increases in write-downs and adjustments are recorded
in the period in which they are identified and a resulting charge to cost of
merchandise sold is recorded which would reduce our operating results in the
period in which the increase is recorded.
In certain instances, the Company holds inventory for a period of time in excess
of one year, which is generally based on a marketing strategy to sell
collectibles over time in order to avoid flooding the marketplace. Inventories,
which are not expected to be sold within one year, are classified with other
Non-Current Assets in the Consolidated Balance Sheets in the accompanying
consolidated financial statements.
INTANGIBLE ASSETS
- -----------------
Goodwill
- --------
Goodwill primarily includes the excess purchase price paid over the fair value
of net assets acquired. Effective July 1, 2002, the Company adopted Statement of
Financial Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible
Assets". Under SFAS 142, the Company ceased amortization of goodwill and tests
its goodwill on an annual basis using a two-step fair value based test.
The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. Management has
determined that it operates as one reporting unit and therefore assesses
goodwill for impairment on an enterprise -wide basis. Management evaluates the
recoverability of goodwill using the Company's market capitalization, which
determines if the carrying value of goodwill is impaired. If impairment is
determined, the Company will recognize additional charges to operating expenses
in the period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.
Prior to the adoption of SFAS 142 on July 1, 2002, the Company amortized
goodwill over its estimated useful life and evaluated goodwill for impairment in
conjunction with its other long-lived assets.
Other Intangible Assets
- -----------------------
Other purchased intangibles consisting of trademarks and customer lists,
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over
the remaining useful lives.
The Company records impairment losses on other intangible assets when events and
circumstances indicate that such assets might be impaired and the estimated fair
value of the asset is less than its recorded amount in accordance with SFAS No
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." The
Company reviews the value of its long-lived assets for impairment whenever
events or changes in business circumstances indicate that the carrying amount of
the assets may not be fully recoverable or that the useful lives of these assets
are no longer appropriate. Conditions that would necessitate an impairment
assessment include material adverse changes in operations, significant adverse
differences in actual results in comparison with initial valuation forecasts
prepared at the time of acquisition, a decision to abandon certain acquired
products, services or marketplaces, or other significant adverse changes that
would indicate the carrying amount of the recorded asset might not be
recoverable.
Annually, the Company performs this analysis with assistance from an independent
valuation expert. The Company evaluates the recoverability of other purchased
intangibles using undiscounted cash flows whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In
performing these analyses uses the best information available in the
circumstances including reasonable and supportable assumptions and projections.
23
INCOME TAXES
- ------------
As part of the process of preparing consolidated financial statements, the
Company is required to estimate income taxes in each of the jurisdictions in
which it operates. Significant judgment is required in determining the income
tax expense provision. The Company recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. The Company
assesses the likelihood of our deferred tax assets being recovered from future
taxable income. The Company then provides a valuation allowance for deferred tax
assets for which the Company does not consider realization of such assets to be
more likely than not. While the Company has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the valuation
allowance, there is no assurance that the valuation allowance would not need to
be increased in the future to cover additional deferred tax assets that may not
be realizable. Any change in the valuation allowance could have a material
impact on net income in the period in which such determination is made.
New Accounting Pronouncements
- -----------------------------
Refer to Note 1 in the accompanying consolidated financial statements.
Safe Harbor Statement
- ---------------------
From time to time, information provided by the Company, including but not
limited to statements in this report, or other statements made by or on behalf
of the Company, may contain "forward-looking" information within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such statements involve a number of risks and
uncertainties. The Company's actual results could differ materially from those
discussed in the forward-looking statements. The cautionary statements set forth
below identify important factors that could cause actual results to differ
materially from those in any forward-looking statements made by or on behalf of
the Company:
o Although the Company's results of operations for the years ended
June 30, 2004 and 2005 reflect a material improvement over the
results of prior periods, a significant portion of the Company's
aggregate sales, revenue and gross profit for such periods was
attributable to sales to Afinsa (a related party). There is no
assurance that such sales, revenues and gross profit will continue
at these levels. A decrease in the level of sales to Afinsa, or the
termination of the supply agreements with Afinsa could have a
material adverse effect on the Company. There is no minimum level of
sales provided for under the supply agreements with Afinsa, and the
agreements may be terminated upon six month's notice by either
party.
o 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. We, therefore, have devoted substantial time and have
incurred and will continue to incur substantial costs to ensure
ongoing compliance.
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.
o Subsequent to the year ended June 30, 2005, the Company and its
majority shareholder Afinsa acquired all of the issued and
outstanding capital stock of A-Mark Precious Metals, Inc. (APM),
which is a metals trading company engaged primarily in the wholesale
purchase and sale of precious metals,, including gold, silver and
platinum and palladium. APM's precious metals inventories are
subject to market value changes created by changes in the underlying
commodity markets. In addition, open purchase and sale commitments
are subject to changes in value between the time the purchase or
sale is fixed and the time metal is delivered. APM seeks to minimize
the effect of price changes of the underlying commodity through the
use of financial derivative instruments, such as forward and futures
contracts. APM's policy is to remain substantially hedged as to its
inventory position and as to its purchase and sale commitments, and
APM's management monitors its hedged exposure daily. However, there
can be no assurance that these hedging activities will be adequate
to protect the Company against commodity price risks associated with
APM's business activities.
o During the fourth quarter of fiscal 2005, the Company made a
charitable contribution of an art collection with a de minimis
carrying value that had been held for investment purposes. The
Company obtained a
24
qualified appraisal of the collection, which concluded that it had a
value of approximately $21 million, resulting in a charitable
contribution deduction with a tax benefit of approximately $7.1
million. This charitable contribution deduction will be limited to
10% of the Company's Federal taxable income (as computed with
certain adjustments) each year and will expire in the year 2010 to
the extent not utilized. Because of the uncertainty of whether
future Federal taxable income will be sufficient to realize the
entire benefit, the Company has established a valuation allowance of
approximately $2.6 million. In addition, although not required to do
so, the Company has determined to seek additional verification of
the value of the collection. As a result of this or other factors,
the tax benefit to the Company may be adjusted.
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 Company's primary competitors in the domestic and
worldwide philatelic auction business are Matthew Bennett, Inc.,
Charles Shreve Galleries, Inc. and Robert A. Siegel Auction
Galleries, Inc. In the sports trading card auction business, the
Company's primary competitors are Mastro Fine Sports Auctions,
Sports Trading Cards Plus, LLC and Sales OnLine Direct, Inc. (d/b/a
Rotman Auctions). The Company's principal coin auction competitors
are Heritage Rare Coin Galleries, Inc., Stacks Rare Coins, Superior
Coin Galleries of Beverly Hills and American Numismatic Rarities,
LLC.
o Auctentia and Afinsa currently beneficially own approximately 68% of
the issued and outstanding shares of the Company's common stock.
This represents a substantial dilution in the current voting power
of non-Auctentia related stockholders of the Company. As a result,
Auctentia and its affiliates are able to elect the entire board of
directors of GMAI. Auctentia and its affiliates also may be able to
approve other actions as a stockholder without obtaining the votes
of other stockholders of the Company or impede transactions that may
be desirable for other stockholders. In addition, this concentration
of ownership, which is not subject to any voting restrictions, could
limit the price that investors might be willing to pay for the
Company's common stock.
o The Company and Auctentia have signed a registration rights
agreement pursuant to which Auctentia may request that 18,435,886
shares of the Company's common stock beneficially owned by it be
registered by the Company at the Company's expense. All such
registerable Company common stock owned by Auctentia will be freely
tradable immediately after any registration.
o The Company has acquired 13 businesses within the last two years,
including eight in Europe and one in Hong Kong. Integration of these
operations have presented and will continue to present challenges to
management, including with respect to the integration of the
operations, product lines, technologies and personnel of the Company
and its subsidiaries. These acquisitions also pose special risks,
including possible unanticipated liabilities, unanticipated costs
and diversion of management attention. In addition, there can be no
assurance that the combined businesses will achieve increased sales
levels, profitability, efficiencies or synergies, or result in
increased earnings for the combined companies in any future period.
The difficulties of combining the operations of GMAI and the
European subsidiaries are also complicated by the necessity of
coordinating geographically separated organizations.
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
25
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, 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
Accountants.
o Our effective tax rate could be adversely affected by several
factors, many of which are outside of our control. Our effective tax
rate is directly affected by the relative proportions of revenue and
income before taxes in the various domestic and international
jurisdictions in which we operate. We are also subject to changing
tax laws, regulations and interpretations in multiple jurisdictions
in which we operate. Our effective tax rate can also be influenced
by the tax effects of purchase accounting for acquisitions and
non-recurring charges, which may cause fluctuations between
reporting periods.
This list should not be considered an exhaustive statement of all potential
risks and uncertainties.
26
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact the financial position,
results of operations or cash flows of the Company due to adverse changes in
financial market prices, including interest rate risk, foreign currency exchange
rate risk, investment risk, commodity price risk and other relevant market rate
or price risks.
Interest Rate Risks
Interest rates on the Company's credit facilities are market-based. (See Note 12
to Notes to Consolidated Financial Statements.) Accordingly, the Company is
exposed to certain interest rate risks caused by fluctuations in interest rates.
If, for example, the LIBOR and the "prime" rates were to increase by 1% for any
given year, our interest expense would increase by approximately $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 2005 accounted for approximately 35% of total net revenues, are
denominated in Euros.
The average Euro to dollar exchange rate during fiscal 2005 was $1.27 U.S.
dollar to $1.00 Euro. As a result of this exchange rate, the company enjoyed a
favorable exchange rate advantage equal to $2.6 million in fiscal 2005. A 5%
change in the Euro to dollar exchange rate would have had a effect on the
company's net profits in fiscal 2005 of $476,000.
The Company does not believe it is exposed to material foreign currency risks.
As a result, we do not enter into any hedging activities to minimize such risk.
Other Market Risks
The Company maintains investments in equity instruments of public and privately
held companies for business and strategic purposes. These investments are
included in marketable securities and other long-term assets and are accounted
for under the cost method when ownership is less than 20% and the Company does
not have the ability to exercise significant influence over operations. For
these investments, the Company's policy is to regularly review the assumptions
underlying the operating performance and cash flow forecasts in assessing the
carrying values. The Company identifies and records impairment losses on
long-lived assets when events and circumstances indicate that such assets might
be impaired.
Subsequent to the year ended June 30, 2005, the Company and its majority
shareholder Afinsa acquired all of the issued and outstanding capital stock of
A-Mark Precious Metals, Inc. (APM). APM is a metals trading company engaged
primarily in the wholesale purchase and sale of precious metals, including gold,
silver, platinum and palladium. APM's precious metals inventories are subject to
market value changes created by changes in the underlying commodity markets, and
open purchase and sale commitments are subject to changes in value between the
time the purchase or sale is fixed and the time metal is delivered. APM seeks to
minimize the effect of price changes of the underlying commodity through the use
of financial derivative instruments, such as forward and futures contracts.
APM's policy is to remain substantially hedged as to its inventory position and
as to its purchase and sale commitments, and APM's management monitors its
hedged exposure daily.
The Company historically has not experienced any significant commodity price
risks.
The Company does not generally allow speculation in derivative instruments. We
do not intend to use financial instruments for speculative purposes.
The Company will assess the significance of interest rate, exchange rate and
other market risks on a periodic basis and will implement strategies to manage
risk as appropriate.
27
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements of the Company, together with the report of the
Independent Registered Public Accounting Firm thereon, are presented under this
Item 8:
INDEX
Page
----
Report of Independent Registered Public Accounting Firm................30
Consolidated Statements of Earnings - Years ended
June 30, 2005, 2004 and 2003.........................................31
Consolidated Balance Sheets - June 30, 2005 and 2004...................32
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) - July 1, 2002 to June 30, 2005..........33
Consolidated Statements of Cash Flows - Years ended June 30,
2005, 2004 and 2003..................................................35
Notes to Consolidated Financial Statements.............................36
28
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Stockholders of Greg Manning Auctions, Inc.
We have audited the consolidated balance sheets of Greg Manning Auctions, Inc.,
and subsidiaries as of June 30, 2005 and 2004, and the related consolidated
statements of earnings, stockholders' equity and comprehensive income (loss),
and cash flows for each of the three years in the period ended June 30, 2005.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Greg Manning
Auctions, Inc. and its Subsidiaries as of June 30, 2005 and 2004, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 2005, in conformity with accounting principles
generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board of the United States of America, the effectiveness of
the internal control over financial reporting of Greg Manning Auctions, Inc. and
subsidiaries as of June 30, 2005, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) and our report dated September
8, 2005 expressed an unqualified opinion.
We have also audited the consolidated financial statement schedule listed in the
Index at Item 15(a), Schedule II for each of the three years in the period ended
June 30, 2004. In our opinion, such consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.
/s/ Amper, Politziner & Mattia P.C.
September 8, 2005
Edison, New Jersey
29
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Earnings
For the Years Ended June 30,
(amounts in thousands except per share data)
2005 2004 2003
--------- --------- ---------
Operating revenues
Sales of inventory $ 99,309 $ 97,688 $ 89,268
Sales of inventory - related party 123,348 102,215 7,654
Commissions earned 17,657 12,987 4,269
--------- --------- ---------
Total revenues 240,314 212,890 101,191
Cost of merchandise sold
Cost of merchandise sold 91,515 86,249 81,960
Cost of merchandise sold- related party 58,830 65,150 4,712
--------- --------- ---------
Gross profit 89,969 61,491 14,519
Operating expenses
General and administrative 16,501 13,517 5,175
Salaries and wages 13,142 10,271 5,457
Marketing 4,282 2,981 1,561
Depreciation and amortization 1,187 915 557
--------- --------- ---------
Total operating expenses 35,112 27,684 12,750
--------- --------- ---------
Operating income 54,857 33,807 1,769
Other income (expense)
Gain on sale of investee - related party -- -- 2,035
Realized loss on sale of marketable securities (4) -- (87)
Interest income 973 259 172
Interest expense (1,231) (946) (874)
Impairment from investment in investee -- (500) --
Other income/expense (301) -- --
--------- --------- ---------
Earnings before income taxes 54,294 32,620 3,015
Provision for income taxes 16,019 3,254 192
--------- --------- ---------
Net income $ 38,275 $ 29,366 $ 2,823
========= ========= =========
Basic earnings per share:
Weighted average shares outstanding 27,423 23,985 12,739
========= ========= =========
Basic earnings per share $ 1.40 $ 1.22 $ 0.22
========= ========= =========
Diluted earnings per share:
Weighted average shares outstanding 28,688 25,787 12,816
========= ========= =========
Diluted earnings per share $ 1.33 $ 1.14 $ 0.22
========= ========= =========
See accompanying notes to consolidated financial statements
30
GREG MANNING AUCTIONS, INC.
Consolidated Balance Sheets
June 30,
(amounts in thousands except per share data)
2005 2004
--------- ---------
Assets
------
Current Assets
Cash and Cash Equivalents $ 54,250 $ 16,263
Accounts Receivable, Net;
Auctions and Trade 17,497 14,086
Related Party 8,781 27,674
Advances to Consignors 4,370 4,032
Inventory 41,830 40,816
Deferred Tax Asset 3,292 3,821
Prepaid Expenses and Other 2,487 674
--------- ---------
Total Current Assets 132,507 107,366
Property and Equipment, Net 3,295 1,936
Goodwill, Net 9,427 9,163
Other Purchased Intangibles, Net 1,937 1,898
Marketable Securities 118 186
Other Non-Current Assets
Loans Receivable Related Party, Net 400 600
Inventory 6,166 7,336
Deferred Tax Asset 3,662 1,959
Other 938 240
--------- ---------
Total Assets $ 158,450 $ 130,684
========= =========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Notes Payable and Capital Leases $ 667 $ 12,590
Payable to Third Party Consignors 12,458 10,387
Accounts Payable 14,011 20,605
Accrued Expenses and Other Current Liabilities 2,654 4,170
Income Taxes Payable 8,140 7,743
Advances Payable - Related Party -- 3,467
--------- ---------
Total Current Liabilities 37,930 58,962
Notes Payable and Capital Leases - Long Term 9,181 --
--------- ---------
Total Liabilities 47,111 58,962
Commitments and contingencies -- --
Stockholders' Equity
Preferred Stock, $.01 par value. Authorized 10,000
shares; none issued -- --
Common Stock, $.01 par value
Authorized: 40,000 shares
Issued June 30, 2005 - 27,667 shares, Outstanding - 27,667 shares 276 277
Issued June 30, 2004 - 27,716 shares, Outstanding - 27,348 shares
Additional paid in capital 70,245 71,431
Accumulated Other Comprehensive Income 1,813 1,832
Retained Earnings 39,005 730
Treasury stock, at cost 0 and 368 shares at
June 30, 2005 and 2004 -- (2,548)
--------- ---------
Total Stockholders' Equity 111,339 71,722
--------- ---------
Total Liabilities and Stockholders' Equity $ 158,450 $ 130,684
========= =========
See accompanying notes to consolidated financial statements
31
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
July 1, 2002 to June 30, 2005
(amounts in thousands except per share data)
Accumulated Retained
Common Stock Additional Other Earnings Total
----------------------- Paid- In Comprehensive (Accumulated Treasury Shareholders'
Shares $ Capital Income (Loss) Deficit) Stock Equity
----------------------- ---------- ------------- ------------ --------- ------------
Balance, July 1, 2002 13,072 $ 130 $ 45,842 $ (309) $(31,459) $ (2,548) $ 11,656
Exercise of stock options 102 1 141 142
Stock issued in connection with
investment in GMAI- Asia.com 243 3 497 500
Unrealized loss from marketable
securities 73 73
Net Income- June 30, 2003 2,823 2,823
--------------------- -------- -------- -------- -------- --------
Balance, June 30, 2003 13,417 134 46,480 (236) (28,636) (2,548) 15,194
Shares Issued for acquisition
of Auctentia 13,000 130 20,992 21,122
Exercise of stock options 1,299 13 2,829 2,842
Deferred Tax Asset- Reduction
in Valuation Allowance 900 900
Translation adjustment 1,931 1,931
Options issued for services -
Afinsa (Note 12) 230 230
Unrealized loss from marketable
securities 137 137
Net Income- June 30, 2004 29,366 29,366
--------------------- -------- -------- -------- -------- --------
Balance, June 30, 2004 27,716 $ 277 $ 71,431 $ 1,832 $ 730 $ (2,548) $ 71,722
===================== ======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements
32
GREG MANNING AUCTIONS, INC.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
July 1, 2002 to June 30, 2005
(amounts in thousands except per share data)
Accumulated Retained
Common Stock Additional Other Earnings Total
----------------------- Paid- In Comprehensive (Accumulated Treasury Shareholders'
Shares $ Capital Income (Loss) Deficit) Stock Equity
----------------------- ---------- ------------- ------------ --------- ------------
Balance, July 1, 2004 27,716 $ 277 $ 71,431 $ 1,832 $ 730 $ (2,548) $ 71,722
Exercise of stock options 329 3 656 659
Translation adjustment (101) (101)
Options issued for services -
Afinsa (Note 12) 65 65
Unrealized loss from marketable
securities 82 82
Retirement of treasury stock (368) (4) (2,544) 2,548 --
Contribution of capital-
related party 637 637
Net Income- June 30, 2005 38,275 38,275
--------------------- -------- -------- -------- -------- --------
Balance, June 30, 2005 27,677 $ 276 $ 70,245 $ 1,813 $ 39,005 -- $111,339
===================== ======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements
33
Greg Manning Auctions, Inc.
Consolidated Statement of Cash Flows
For the years ended June 30,
(amounts in thousands except for per share data)
2005 2004 2003
-------- -------- --------
Cash flows from operating activities:
Net Income $ 38,275 $ 29,366 $ 2,823
Adjustments to reconcile net income to net
cash from operating activities:
Depreciation and amortization 1,187 915 557
Provision for (recovery of) bad debts (175) 942 172
Provision for inventory reserve 1,350 774 --
Options issued for services - related party 65 230 --
Realized Loss on sale of marketable securities 4 -- 87
Impairment of investment in investee -- 500 --
Gains from sale of investee-related party -- (2,035)
Deferred tax benefit (1,174) (4,880) --
(Increase) decrease in assets: (net of
acquisition amounts)
Accounts receivable - Trade (3,236) (1,339) (1,140)
Accounts receivable - Related Party 18,893 (26,967) (4,588)
Advances to consignors (338) (3,251) 383
Inventory (1,194) (22,153) (3,895)
Prepaid expenses and deposits (1,613) 192 (798)
Other assets (698) (131) 135
Increase (decrease) in liabilities:
(net of acquisition amounts)
Payable to third-party consignors 2,071 7,918 (477)
Accounts payable (6,594) 9,688 5,679
Accrued expenses and other liabilities (1,516) 726 1,100
Advances payable - related party (3,467) 3,467 --
Advances Payable -- (827) 827
Income taxes payable 397 7,743 --
-------- -------- --------
42,237 2,913 (1,170)
Cash flows used in investing activities:
Capital expenditures for property and equipment (2,205) (737) (231)
Purchase of Intangible Assets - Acquisitions (644) (3,797) --
Loans Receivable Related Party -- -- (600)
Proceeds from sale of marketable securities 146 -- 13
-------- -------- --------
(2,703) (4,534) (818)
Cash flows from (used in) financing activities:
Net proceeds from (repayment of) notes payable (3,248) 5,324 2,500
Proceeds from demand notes payable - related party 506 -- 635
Net proceeds from (repayment of) loans and loans payable -- -- (73)
Proceeds from exercise of options 659 2,843 142
Proceeds from issuance of stock - Afinsa -- 5,536 --
Proceeds from the contribution of capital- related party 637 -- --
-------- -------- --------
(1,446) 13,703 3,204
Effect of exchange rates (101) 1,931 --
Net change in cash and cash equivalents 37,987 14,013 1,216
Cash and cash equivalents:
Beginning of period 16,263 2,250 2,169
-------- -------- --------
End of period $ 54,250 $ 16,263 $ 3,385
======== ======== ========
See accompanying notes to consolidated financial statements
34
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(1) Description of Business and Summary of Significant Accounting Policies
Description of Business
- -----------------------
Greg Manning Auctions, Inc. (GMAI), together with its operating subsidiaries
(wholly owned unless otherwise indicated), Ivy and Manning (formerly Mader)
Philatelic Auctions, Greg Manning Galleries, Greg Manning Nutmeg Auctions,
(d/b/a Nutmeg Stamp Sales), Teletrade, Spectrum Numismatics International, North
American Certified Trading, Kensington Associates, Superior Sports Auctions,
Bowers and Merena Auctions, Kingswood Coin Auctions, Corinphila Auktionen,
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 global integrated
network of companies in the collectibles market with operations in North
America, Europe and Asia as well as on the Internet. For the year ended June 30,
2005, GMAI businesses included Auctions and Merchant/Dealer Operations.
Afinsa Bienes Tangibles, S.A. (Afinsa) owns 100% of the outstanding stock of
Auctentia, S.L. (Auctentia). At both June 30, 2005 and 2004, Afinsa and
Auctentia collectively beneficially owned approximately 68% 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. Transactions under the supply contracts are part of the Company's
Merchant/Dealer Operations.
As a result of transactions under the supply agreements, for the years ended
June 30, 2005 and 2004, Afinsa was the Company's significant customer,
accounting for $123,348 and $102,215, or 51% and 48% of revenues, repectively,
for the periods then ended. Transactions under the supply agreements have had a
significant effect on the business, financial condition and results of
operations of the Company.
See Notes 2 and 12 for additional information.
Principles of Consolidation
- ---------------------------
The consolidated financial statements of the Company include the accounts of its
wholly and majority owned subsidiaries. All intercompany accounts and
transactions have been eliminated in consolidation. Minority interest is not
material to the consolidated financial statements.
Revenue Recognition
- -------------------
The Company accounts for revenue recognition in accordance with Staff Accounting
Bulletin No. 101 and No. 104, ("SAB No.'s 101/104"), which provides guidance on
the recognition, presentation and disclosure of revenue in financial statements,
and Emerging Issues Task Force ("EITF") Issue No. 99-19 "Reporting Revenue Gross
as a Principal vs. Net as an Agent" which provides guidance on the recognition
of revenue gross as a principal versus net as an agent.
The Company derives revenues from two primary sources:
1. Merchant/Dealer Operations:
Revenues from Merchant/Dealer Operations consist of revenues from the
non-auction sale of inventory owned by the Company. These sales consist of sales
by Spectrum, sales by the Company to Afinsa and other non-auction sales of owned
inventory, including private treaty sales.
Revenue with respect to Merchant/Dealer Operations is recognized when the goods
are delivered or released to the customer for acceptance or to a common carrier
for delivery. Such amounts of revenue are recorded as sales of merchandise, net
of returns. Sales returns have not been material.
35
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
2. Auction Revenue:
Revenue is recognized when the collectibles are sold at auction and is
represented by an auction commission received from the buyer and seller. Auction
commissions represent a percentage of the hammer price at auction sales as paid
by the buyer and the seller. Such amounts of revenue are recorded on a net basis
as commission revenue.
The Company also sells its own inventory at auction. Revenue of owned inventory
is recognized when sold at auction. Such amounts of revenue are recorded on a
gross basis as sales of merchandise. Additionally, the Company is entitled to
auction commissions paid by the buyer. Sales returns have not been material.
The Company does not provide any guarantee with respect to the authenticity of
property offered for sale at auction. Each lot is sold as genuine and as
described by the Company in the catalogue. When however, in the opinion of a
competent authority mutually acceptable to the Company and the purchaser, a lot
is declared otherwise, the purchase price will be refunded in full if the lot is
returned to the Company within a specified period. In such event, the Company
will return such lot to the consignor before a settlement payment has been made
to such consignor for the lot in question. To date, returns have not been
material. Large collections are generally sold on an "as is" basis.
Use of Estimates
- ----------------
The preparation of consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Concentration of Credit Risk
- ----------------------------
The Company frequently extends trade credit in connection with its auction
sales, which are held throughout the United States. The Company evaluates each
customer's creditworthiness on a case-by-case basis; generally the customers who
receive trade credit are professional dealers who have regularly purchased
property at the Company's auctions or whose reputation within the industry is
known and respected by the Company. The Company makes judgments as to the
ability to collect outstanding auction and consignor advances receivables and
provides allowances for the portion of receivables when collection becomes
doubtful. Provisions are made based upon a specific review of all significant
outstanding invoices. The Company continuously monitors payments from its
customers and maintains allowances for doubtful accounts for estimated losses in
the period they become known.
In situations where trade credit is extended, the purchaser generally takes
possession of the property before payment is made by the purchaser to the
Company, and the Company is liable to the consignor for the net sales proceeds
(auction hammer price less commission to the Company). The Company pays the
consignor generally no later than the 45th day after the sale, and when trade
credit is extended, the Company assumes all risk of loss associated with the
trade credit, and the responsibility of collection of the trade credit amount
from the purchaser. Losses to date under these situations have not been
material.
Certain sales of inventory owned by the Company are made with extended payment
terms (up to twelve months). Certain assets held by the Company collateralize
these receivables.
Foreign Currency Translation and Transactions
- ---------------------------------------------
The functional currency of the Company's foreign operations is the applicable
local currency. The foreign subsidiaries' assets and liabilities are translated
into United States dollars using exchange rates in effect at the balance sheet
date and their operations are translated using the average exchange rates
prevailing during the year. The resulting translation adjustments are recorded
as a component of other comprehensive income (loss).
Foreign currency transaction gains and losses are included in the
accompanying Statements of Earnings.
Cash Equivalents and Concentration of Cash
- ------------------------------------------
The Company considers all highly liquid investments with original maturities of
three months or less to be cash equivalents. The Company maintains its cash with
high quality financial institutions, located primarily in the United States and
Spain. To the
36
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
extent that such cash exceeds the maximum insurance levels, the Company is
uninsured. The Company has not experienced any losses in such accounts.
Inventories
- -----------
Inventories are stated at the lower of cost or market ("LCM"), which reflects
management's estimates of net realizable value. Inventories are accounted for
under the specific identification method. In instances where bulk purchases are
made, the cost allocation is based on the relative market values of the
respective goods. The Company periodically reviews the age and turnover of its
inventory to determine whether any inventory has declined in value and incurs a
charge to operations for such declines. The Company records write-downs based on
two methodologies; specific write-downs on certain items based on declines in
the marketplace, and estimated write-downs based on a percentage of the
inventory aging by category type, unless the Company implores a marketing
strategy to sell goods over time. If actual market conditions are less favorable
than those projected by management and the Company's estimates prove to be
inaccurate, additional write-downs or adjustments to recognize additional cost
of sales may be required.
In certain instances, the Company holds inventory for a period of time in excess
of one year, which is generally based on a marketing strategy to sell
collectibles over time in order to avoid flooding the marketplace. Inventories,
which are not expected to be sold within one year, are classified with other
Non-Current Assets in the Consolidated Balance Sheets in the accompanying
consolidated financial statements. The 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.
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 bears all the risks relating to
loss, collections, delivery and returns. The company and not the supplier,
determines the selling price of the end user. As of June 30, 2005 and 2004 the
amount of inventories subject to these arrangements was approximately $7,459 and
$9,144, respectively, which is included in Inventory in the accompanying
Consolidated Balance Sheets.
Property and Equipment
- ----------------------
Property and equipment are carried at cost. Depreciation is computed using the
straight-line method. When assets are retired or otherwise disposed of, the cost
and related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is recognized in results of operations for the period.
Buildings are amortized over an estimated life of 15 years. Leasehold
improvements are amortized over the shorter of the estimated useful lives or the
remaining life of the lease, which is generally 5 years. Equipment, furniture
and fixtures, and vehicles are amortized over a period of generally 5 years or
less. Properties under capital leases are amortized over the life of the lease,
which are normally three to five years. The cost of repairs and maintenance is
charged to operations as incurred.
Acquisitions
- ------------
The Company completed two acquisitions in the year ended June 30, 2005 and three
acquisitions in the year ended June 30, 2004, as further described in Note 2. In
these acquisitions, the purchase price of the acquired business was allocated to
the assets acquired and liabilities assumed at their fair values on the date of
the acquisition. The fair values of these items were based upon management's
estimates. Certain of the acquired assets were intangible in nature, including
trademarks and customer lists. The excess purchase price over the amounts
allocated to the assets is recorded as goodwill. All such valuation
methodologies, including the determination of subsequent amortization periods,
involve significant judgments and estimates. Different assumptions and
subsequent actual events could yield materially different results.
Goodwill
- --------
Goodwill primarily includes the excess purchase price paid over the fair value
of net assets acquired and is accounted for in accordance with Statement of
Financial Accounting Standards ("SFAS"), No. 142, "Goodwill and Other Intangible
Assets". Under
37
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
SFAS 142, the Company ceased amortization of goodwill and tests its goodwill on
an annual basis using a two-step fair value based test.
The first step of the goodwill impairment test, used to identify potential
impairment, compares the fair value of a reporting unit with its carrying
amount, including goodwill. If the carrying amount of the reporting unit exceeds
its fair value, the second step of the goodwill impairment test must be
performed to measure the amount of the impairment loss, if any. Management has
determined that it operates as one reporting unit and therefore assesses
goodwill for impairment on an enterprise -wide basis. Management evaluates the
recoverability of goodwill using the Company's market capitalization, which
determines if the carrying value of goodwill is impaired. If impairment is
determined, the Company will recognize additional charges to operating expenses
in the period in which they are identified, which would result in a reduction of
operating results and a reduction in the amount of goodwill.
Other Intangible Assets
- -----------------------
Other purchased intangibles consisting of trademarks and customer lists
purchased as part of business acquisitions are presented net of related
accumulated amortization and are being amortized on a straight-line basis over
the remaining useful lives. (The Company records impairment losses on other
intangible assets when events and circumstances indicate that such assets might
be impaired and the estimated fair value of the asset is less than its recorded
amount in accordance with SFAS No 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." The Company reviews the value of its long-lived
assets for impairment whenever events or changes in business circumstances
indicate that the carrying amount of the assets may not be fully recoverable or
that the useful lives of these assets are no longer appropriate. Conditions that
would necessitate an impairment assessment include material adverse changes in
operations, significant adverse differences in actual results in comparison with
initial valuation forecasts prepared at the time of acquisition, a decision to
abandon certain acquired products, services or marketplaces, or other
significant adverse changes that would indicate the carrying amount of the
recorded asset might not be recoverable.
Annually, the Company performs this analysis with assistance from an independent
valuation expert. The Company evaluates the recoverability of other purchased
intangibles using undiscounted cash flows whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. In
performing these analyses, the Company uses the best information available in
the circumstances including reasonable and supportable assumptions and
projections.
Investments in Marketable Securities
- ------------------------------------
The Company accounts for marketable securities pursuant to the SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities". Under this
Statement, the Company's marketable securities with a readily determinable fair
value have been classified as available for sale and are carried at fair value
with an offsetting adjustment to Stockholders' Equity. Net unrealized gains and
losses on marketable securities are credited or charged to a separate component
of Stockholders' Equity, net of tax.
Investments in Investee
- -----------------------
The Company accounts for all investments in investees under the cost method of
accounting when such investment ownership is less than 20%. The Company accounts
for investments in investees under the equity method of accounting when the
Company owns more than 20% of the entity, but less than majority owned and not
otherwise controlled by the Company.
For the years ended June 30, 2005, 2004 and 2003 the Company's investments were
accounted for under the cost method of accounting.
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.
Advances Payable
- ----------------
Advances payable are cash advances on inventory consigned to a third party for
sale by the third party at a later date at which time the advance will be
deducted from the proceeds.
38
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and cash
equivalents, accounts receivable and accounts payable approximated fair value as
of June 30, 2005 and 2004 because of the relative short maturity of these
instruments. The carrying value of loan receivable, demand notes payable to bank
and loans payable approximated fair value at June 30, 2005 and 2004 based upon
quoted market prices for the same or similar instruments.
Stock-Based Compensation
- ------------------------
The Company accounts for stock options in accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation," ("SFAS 123"), which allows companies
an option to either record compensation expense based on the fair value of stock
options granted, as determined by using an option valuation model, or to
continue following the accounting guidance of Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for
its stock options and other stock-based employee awards. Because the Company has
elected this treatment, Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation," ("SFAS No. 123") and Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
Transition and Disclosure," ("SFAS No. 148") require disclosure of pro forma
information which provides the effects on net income and net income per share as
if the Company had accounted for its employee stock awards under the fair value
method prescribed by SFAS 123. Under APB No. 25, compensation cost for stock
options is measured as the excess, if any, of the market price of the Company's
stock at the date of the grant over the amount an employee must pay to acquire
the stock. No stock-based employee compensation cost is reflected in net income
, 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 and net income 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 (in thousands, except per-share information):
June 30,
-----------------------------------------------
2005 2004 2003
Net income as reported $ 38,275 $ 29,366 $ 2,823
Deduct:
Total stock-based employee compensation
expense determined under fair value
based method for all awards, net
of related tax effects (1,975) (2,214) (1,333)
----------- --------- ---------
Pro forma net income $ 36,300 $ 27,152 $ 1,490
=========== ========= =========
Net income per share:
Basic earnings per share - as reported $ 1.40 $ 1.22 $ 0.22
=========== ========= =========
Basic earnings per share - proforma $ 1.32 $ 1.13 $ 0.12
=========== ========= =========
Net income per share:
Diluted earnings per share - as reported $ 1.33 $ 1.14 $ 0.22
=========== ========= =========
Diluted earnings per share - proforma $ 1.27 $ 1.05 $ 0.12
=========== ========= =========
The fair value for these options was estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted-average
assumptions for 2005, 2004 and 2003, respectively; risk-free interest rates of
4.2%, 4.0% and 5.1%; dividend yields of 0%; volatility factors of the expected
market price of the Company's common stock of 76%, 76% and 74% for 2005, 2004
and 2003, respectively; and
39
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
weighted-average expected life of the option of five years for 2005, 2004 and
2003. There was no compensation expense recorded from employee stock options for
the years ended June 30, 2005, 2004 and 2003.
On January 10, 2005, the Compensation Committee of the Company's Board of
Directors approved the acceleration 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 June 30, 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 on July 1, 2005.
The future expense that is eliminated is approximately $2.0 million. This amount
has been reflected in pro forma footnote disclosure to the financial statements.
This footnote treatment is permitted under the transition guidance provided by
the FASB. The impact on the year ended June 30, 2006 will be approximately $900.
The Company accounts for stock issued to non-employees in accordance with the
provisions of SFAS No. 123 and the EITF Issue No. 96-18, "Accounting for Equity
Instruments that are Issued to other than Employees for Acquiring, or in
Conjunction with Selling Goods or Services".
Advertising Costs
- -----------------
Advertising and catalogue costs are included in marketing costs and are expensed
as incurred, which occurs in the same quarter that the related auction takes
place. As a result, assets of the Company do not include any of these costs.
Such expenses for the years ended June 30, 2005, 2004 and 2003 were
approximately $3,629, $3,037 and $1,166, respectively.
Income Taxes
- ------------
The Company recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using
the enacted tax rates and laws that are expected to be in effect when the
differences are expected to be recovered. The Company provides a valuation
allowance for deferred tax assets for which it does not consider realization of
such assets to be more likely than not.
Earnings per share
- ------------------
Basic earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed by dividing income available
to common shareholders by the weighted-average number of common shares
outstanding during the period increased to include the number of additional
common shares that would have been outstanding if the dilutive potential common
shares had been issued. The dilutive effect of the outstanding options would be
reflected in diluted earnings per share by application of the treasury stock
method.
The following table sets forth the computations of basic earnings per share
and diluted earnings per share:
2005 2004 2003
------- ------- -------
BASIC EARNINGS PER SHARE:
Numerator:
Earnings available to common stockholders $38,275 $29,366 $ 2,823
Denominator:
Weighted average common shares outstanding 27,423 23,985 12,739
------- ------- -------
Net earnings per share - Basic $ 1.40 $ 1.22 $ 0.22
======= ======= =======
40
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
DILUTED EARNINGS PER SHARE:
Numerator:
Earnings available to common stockholders $38,275 $29,366 $ 2,823
Denominator:
Weighted average common shares outstanding 27,423 23,985 12,739
Effect of dilutive securities - stock options 1,265 1,802 77
------- ------- -------
Weighted average common shares - assuming
dilution 28,688 25,787 12,816
------- ------- -------
Net earnings per share - Diluted $ 1.33 $ 1.14 $ 0.22
======= ======= =======
Common share equivalents consist of employee stock options using the treasury
stock method. For the years ended June 30, 2005 and 2004, 625,250 and 357,000
employee stock options, respectively, were excluded from the computation of
diluted net income per share because the exercise price of these options was
greater than the average market price of the Company's common stock during the
period, and therefore the effect is antidilutive.
Comprehensive income (loss)
- ---------------------------
Comprehensive income as defined includes all changes in equity (net assets)
during a period from non-owner sources. Accumulated other comprehensive income,
as presented on the accompanying Consolidated Balance Sheets consist of the net
unrealized gains (losses) on securities, net of tax and the impact of unrealized
foreign currency translation adjustments net of tax.
Segment Information
- -------------------
The Company operates principally in one segment consisting of various
collectibles. All of the Company's sales and identifiable assets are located in
the United States and Europe. For the years ended June 30, 2005 and 2004, there
was one significant customer, Afinsa, which accounted for 51% and 48% of the
revenue for those years respectively. There was one major customer other than
Afinsa, for the year ended June 30, 2003, which accounted for 12% of the revenue
for that year.
Major customers are those that accounted for more than 10% of revenues.
Reclassifications
- -----------------
Certain reclassifications have been made to prior year's consolidated balance
sheet to conform to current year's presentation.
New Accounting Pronouncements
- -----------------------------
In May 2005, the FASB issued SFAS No 154 "Accounting Changes and Error
Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3."
This Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. This Statement does not change the guidance for reporting the correction
of an error in previously issued financial statements or a change in accounting
estimate. The provisions of this Statement shall be effective for accounting
changes and corrections of errors made in fiscal years beginning after December
15, 2005. We are not able to assess at this time the future impact of this
Statement on our consolidated financial position or results of operations.
In December 2004, the FASB issued Statement No 153. "Exchanges of Nonmonetary
Assets, an Amendment of APB Opinion No. 29" ("Statement No. 153"). Statement No.
153 is effective for nonmonetary asset exchanges occurring in our fiscal year
beginning July 1, 2005. Statement No. 153 requires that exchanges of productive
assets be accounted for at fair value unless fair value cannot be reasonably
determined or the transaction lacks commercial substance. Statement No. 153 is
not expected to have a material impact on our financial statements.
41
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
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 July 1, 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.
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) Acquisitions
Auctentia, S.L.
- ---------------
On September 8, 2003, the Company consummated three separate transactions with
Auctentia, S.L. ("Auctentia"), a wholly owned subsidiary of Afinsa Bienes
Tangibles, S.A. ("Afinsa"), pursuant to agreements executed on January 23, 2003.
In connection with these transactions, the Company issued an aggregate of 13
million shares of its common stock to Auctentia. The three transactions are
described below.
Share Purchase Agreement
The Company issued to Auctentia 3,729,226 shares of its common stock in exchange
for all of Auctentia's equity interests in seven of its European-based operating
subsidiaries. These entities are engaged in the business of providing
intermediation for high-level collectors, with auctions and sales in primarily
philatelic assets. The acquisition was accounted for under the purchase method
of accounting, and accordingly the consolidated financial statements include the
operations of these subsidiaries from the date of acquisition, September 8,
2003.
The aggregate purchase price was approximately $6,004 (3,729,226 at $1.61 per
common share) plus acquisition costs of approximately $1,100. The price per
share of $1.61 was based on the average market price per share from January 21,
2003 through January 27, 2003, two days before and after January 23, 2003, the
date the transaction agreements were entered into. The purchase price allocation
of assets purchased less liabilities assumed was $1,717 based upon management's
estimate of the fair value at the date of acquisition. In accordance with SFAS
141, Business Combinations, the excess of the purchase price over the net assets
acquired was assigned to goodwill.
Tangible and intangible assets acquired:
Auctentia, S.L
- --------------
Current assets $3,164
Property and equipment, net 642
Goodwill 4,287
------
Total tangible and intangible assets acquired 8,093
------
Less liabilities assumed:
Current liabilities 2,089
Non-Current liabilities --
------
Total liabilities assumed 2,089
------
Total purchase price $6,004
======
42
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
In addition the Company incurred acquisition costs of $1,100 which increased the
goodwill total for this acquisition to $5,387.
The following unaudited pro forma consolidated results of operations for the
period assumes the acquisition of the subsidiaries had occurred as of July 1,
2002, giving effect to purchase accounting adjustments. The proforma data is for
informational purposes only and may not necessarily reflect the results of
operations had those companies been operated as part of the Company since July
1, 2002.
(Unaudited)
Years Ended June 30,
2004 2003
-------------------------
Net revenues $ 213,779 $ 107,636
Net income 28,913 2,491
Basic earnings per share - Proforma $ 1.17 0.15
Diluted earnings per share - Proforma $ 1.09 $ 0.15
Inventory Purchase Agreement
The Company issued to Auctentia 6,444,318 shares of its common stock in exchange
for Auctentia's 100% equity interest in a newly formed subsidiary, GMAI
Auctentia Central de Compras, S.L. ("CdC"), whose sole assets consisted of an
inventory of certain philatelic and art assets. Prior to the consummation of
this transaction, CdC did not have any business operations. CdC is engaged in
the sale, marketing, brokering, distribution, promotion and production of owned
and third party collectibles, with an emphasis on specialized philatelic
material.
The value of the inventory was recorded based upon the closing trading price of
the Company's common stock on the NASDAQ National Market on January 23, 2003,
which is the date on which the agreement was entered into, which was $1.57; as
such, the fair value of the inventory is approximately $10,118 (based upon
6,444,318 shares at $1.57 per share).
Subscription Agreement
Pursuant to the subscription agreement, the Company issued to Auctentia
2,826,456 shares of its common stock for a purchase price equal to the Euro
equivalent of $5,000 based on the Euro/US dollar exchange rate as of the close
of business on the business day immediately preceding the closing date. The
proceeds received by the Company pursuant to the subscription agreement were
used to purchase inventory, fund auction advances and for other working capital
purposes of CdC.
Prior to the consummation of these transactions, Auctentia and Afinsa
collectively owned approximately 43% of the Company's common stock. As a result
of the transactions, Auctentia and Afinsa increased their ownership to 72% of
the Company's outstanding common stock. The percentage of outstanding common
stock owned by Auctentia and Afinsa decreased to 69% as of June 30, 2004 as a
result of the exercise of employee stock options during the year.
The financial results of the above transactions are included in the Company's
consolidated financial statements from and after September 8, 2003.
In addition, Greg Manning Auctions, Inc. and CdC are parties to separate
agreements with Afinsa, each dated August 1, 2003, pursuant to which GMAI and
CdC have agreed to act as exclusive suppliers of collectibles for Afinsa, on a
worldwide basis. See Note 1.
43
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Nutmeg Stamp Sales,
- -------------------
On February 11, 2004, GMAI acquired the business assets of Nutmeg Stamp Sales of
Danbury, Connecticut, which is engaged in the sale of primarily owned inventory
to mid- and upper-end collectors. The purchase price for the assets was $1,093,
which was paid at closing. The business will be operated through a recently
formed subsidiary, Greg Manning Nutmeg Auctions, Inc., d/b/a Nutmeg Stamp Sales,
Inc.
Tangible and intangible assets acquired:
Current assets $ 93
Property and equipment, net 50
Intangible Assets 450
Goodwill 500
------
Total tangible and intangible assets
acquired, purchase price $1,093
======
Bowers and Merena Galleries, Kingswood Coin Auctions and Superior Sports
Auctions
On February 19, 2004, Spectrum Numismatics International, Inc. ("Spectrum"), a
wholly owned subsidiary of GMAI, acquired the business assets of Bowers and
Merena Galleries, Kingswood Coin Auctions and Superior Sports Auctions from
Collectors Universe, Inc. ("CUI"), which had previously operated such businesses
through separate divisions. Bowers and Merena Auctions (as it is now known) and
Kingswood Coin Auctions are engaged in the acquisition (by purchase and
consignment) and sale (by auction and otherwise) of collectible coins, and
Superior Sports Auctions is engaged in the acquisition (by purchase and
consignment) and sale (by auction and otherwise) of collectible sports cards and
other sports memorabilia.
Pursuant to an Asset Purchase Agreement, dated February 19, 2004 (the "Asset
Purchase Agreement"), by and between Spectrum and CUI, Spectrum acquired certain
business assets, consisting primarily of trade names and other intangible assets
and furniture and equipment but excluding accounts receivable and inventory, for
an aggregate purchase price of $2,510. Pursuant to the Asset Purchase Agreement,
$1,025 of the purchase price was paid at the closing, and the balance is to be
paid in installments over the next 12 months. Payment of those installments has
been guaranteed by GMAI. As of June 30, 2004 the remaining amount of the
purchase price to be paid is $460. Such amount is included in accrued expenses
and other current liabilities in the accompanying Consolidated Balance Sheets.
As of June 30, 2005 the remaining balance is $0.
Tangible and intangible assets acquired:
Property and equipment, net $ 150
Intangible Assets 600
Goodwill 1,760
------
Total tangible and intangible assets
acquired, purchase price $2,510
======
H.R. Harmer
- -----------
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:
H.R. Harmer, Inc.
- -----------------
Current assets $ -
Intangible Assets 151
Goodwill 200
------
Total tangible and intangible assets
acquired, purchase price $ 351
======
44
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
John Bull Stamp 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:
John Bull Stamp Auctions, Ltd
- -----------------------------
Current assets $ -
Intangible Assets 130
Goodwill 64
-------
Total tangible and intangible assets
acquired, purchase price $ 194
======
(3) Accounts Receivable
Accounts receivable consists of auction or trade receivables and consignor
advances.
Auction or trade receivables represent sales made to customers for which
short-term credit extensions are granted, which generally are not extended
beyond 90 days.
Advances to consignors represent advance payments, or loans, to the consignor
prior to the auction sale, collateralized by the items received and held by the
Company for the auction sale and the proceeds from such sale. Interest on such
amounts is generally charged at an annual rate of 12%. Such advances generally
are not outstanding for more than six months from the date of the note.
As of June 30, 2005 and June 30, 2004, the allowance for doubtful accounts
included in auction receivables was approximately $357 and $1,095, respectively.
(4) Marketable Securities
Investments available for sale in marketable securities as of June 30:
Market Unrealized
Cost Value Gain
------ ------- ----------
Common Stock - 2005 $ 135 $ 118 $ 17
====== ====== ======
Common Stock - 2004 $ 285 $ 186 $ 99
====== ====== ======
45
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The unrealized loss is classified as a separate component of stockholders'
equity, net of tax, as of June 30, 2005 and 2004, respectively. In connection
with its ownership of this common stock, the Company was granted stock options
for 21,000 shares of common stock under the terms of a nonqualified stock option
agreement. The options are exercisable on April 1, 2006 at $5 per share. During
the year ended June 30, 2005 the Company sold 7,500 shares for approximately
$146, resulting in a pretax loss of marketable securities of approximately $4.
(5) Inventories
Inventories as of June 30, 2005 consisted of the following:
Current Non-current Total
--------- ----------- --------
Stamps $ 26,686 $ 6,166 $ 32,852
Coins 13,859 - 13,859
Sports Collectibles 1,285 - 1,285
--------- -------- --------
$ 41,830 6,166 47,996
========= ======== ========
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 484 - 484
Collectibles Other 3 225 228
--------- --------- --------
$ 40,816 $ 7,336 $ 48,152
========= ========= ========
The above inventory amounts reflect net realizable (LCM) allowances of
approximately $1,972 and $1,439 at June 30, 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.
6) Property and Equipment
June 30, June 30,
2005 2004
------- -------
Land $ 591 -
Buildings 1,153 -
Equipment 5,591 5,418
Furniture and fixtures 1,397 1,310
Vehicles 126 84
46
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Property under capital leases
(computers and office equipment) 186 186
Leasehold improvements 534 534
-------- -------
9,578 7,532
Less: accumulated depreciation and
amortization 6,283 5,596
-------- -------
Net property and equipment $ 3,295 $ 1,936
======== =======
On December 22, 2004 the Company purchased its premises located in West
Caldwell, New Jersey for a purchase price of approximately $1,744. Depreciation
and amortization expense for the years ended June 30, 2005, 2004, and 2003 was
approximately $846, $746, and $435 respectively.
(7) Intangible Assets
Goodwill
- --------
The changes in the carrying value of goodwill for the years ended June 30, 2004
and 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 - June 30, 2005 $ 9,427
========
There were no goodwill impairment charges for the years ended June 30, 2005,
2004 and 2003.
Other Purchased Intangibles
At June 30, 2005 and 2004, acquired intangible assets were comprised of the
following (in thousands):
June 30, 2005
Estimated
Useful Gross Accumulated Net Book
Lives Carrying
(Years) Amount Amortizatio Value
- ----------------------------------------------------------------------
Trademarks 5 - 16 $ 3,630 $ (2,343) $ 1,287
Customer Lists 3 - 5 1,980 (1,330) 650
------- --------- --------
$ 5,610 (3,673) 1,937
======= ========= ========
47
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
June 30, 2004 Estimated
Useful Gross
Lives Carrying Accumulated Net Book
(Years) Amount Amortization Value
- -------------------------------------------------------------------------
Trademarks 5 - 16 $ 3,500 $ (2,172) $ 1,328
Customer Lists 3 - 5 1,730 (1,160) 570
-------- -------- -------
$ 5,230 $ (3,332) $ 1,898
======== ======== =======
All of the Company's intangible assets are subject to amortization. Amortization
expense (exclusive of impairment charges) for acquired intangible assets for the
year ended June 30, 2005, 2004, and 2003 were approximately $341, $169, and $122
respectively.
There were no impairment charges for other purchased intangibles for the years
ended June 30, 2005, 2004, and 2003.
Estimated amortization expense on an annual basis for the succeeding five years
is as follows (in thousands):
For The Fiscal Years Ended
June 30, Amount
2006 $ 373
2007 354
2008 348
2009 278
2010 91
Thereafter 493
-------
Total $ 1,937
=======
(8) Investment in Investee
In March 1999, the Company, along with other investors, formed GMAI-Asia.com,
Inc., a Delaware corporation ("GMAI-Asia"), with the intent to expand the
Company's philatelic and collectible auction and merchant/dealer businesses into
China and South-East Asia through the Internet. The Company's original
investment in this investee was approximately $5,300 and the Company maintained
an original equity ownership percentage (on an undiluted basis) in GMAI-Asia of
48%. During May 2001, the Company sold 500,000 shares of its GMAI-Asia common
shares, which reduced the Company's investment from 48% to 45%. The Company
accounted for this investment under the equity method of accounting.
The Company's accumulated losses for GMAI-Asia at June 30, 2001 were
approximately $11,200. The Company's portion of these accumulated losses
exceeded its total investment. As a result, the investment in this investee was
reduced to $0 at June 30, 2001.
During 2002, the Company increased its investment by $250 by issuing additional
GMAI common stock. Since the Company's portion of this entity's accumulated
losses continued to exceed its total investment, this amount was recorded in the
accompanying Statement of Earnings as Loss from Operations of Investee.
During March 2003, the Company sold all of its interest in GMAI-Asia, which it
then held, consisting of approximately 8,140,000 shares of GMAI-Asia.com, to
Afinsa Bienes Tangibles, S.A. ("Afinsa"), a related party, for $2,035. Such
amount is included in the accompanying consolidated Statement of Earnings as
Gain on Sale of Investee-Related Party (See Note 12).
48
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
During May 2003, the Company purchased 2,707,239 shares of GMAI-Asia stock in
exchange for 243,718 shares of GMAI common stock valued at approximately $500
(See Note 14). As of June 30, 2003 and 2004, the Company now owns approximately
3% of GMAI-Asia and as such accounts for this investment under the cost method
of accounting.
During the year ended June 30, 2004 the Company recorded an impairment charge of
its investment in investee of $500 after the Company's review of this investee's
financial prospects for the future. As of June 30, 2005 the Company's investment
in GMAI- Asia is $0.
(9) Income Taxes
Deferred tax attributes resulting from differences between financial accounting
amounts and tax basis of assets and liabilities at June 30, 2005 and June 30,
2004 are as follows:
2005 2004
------- -------
Current assets and liabilities
Allowance for doubtful accounts $ 89 $ 160
Inventory valuation reserve 945 522
Inventory uniform capitalization 734 352
Net federal, state operating loss
carry-forwards -- 2,787
Charitable contribution carryforward 1,524 --
------- -------
Net current deferred tax asset $ 3,292 $ 3,821
======= =======
Non-current assets and liabilities
Goodwill and intangible amortization
and impairment $ 1,401 $ 1,611
Depreciation 65 100
Net state operating and capital
loss carry-forwards 1,668 1,746
Charitable contribution carryforward 4,571 --
Investments in equity-method investees 204 204
Investments in marketable securities 67 40
------- -------
7,976 3,701
Valuation allowance, provision for
income taxes (4,314) (1,742)
------- -------
Net non-current deferred tax asset $ 3,662 $ 1,959
======= =======
During the fourth quarter of fiscal 2005, the Company made a charitable
contribution of an art collection with a de minimis carrying value that had been
held for investment purposes. The Company obtained a qualified appraisal of the
collection, which concluded that it had a value of approximately $21 million,
resulting in a charitable contribution deduction with a tax benefit of
approximately $7.1 million. This charitable contribution deduction will be
limited to 10% of the Company's Federal taxable income (as computed with certain
adjustments) each year and will expire in the year 2010 to the extent not
utilized. Because of the uncertainty of whether future Federal taxable income
will be sufficient to realize the entire benefit, the Company has established a
valuation allowance of approximately $2.6 million. In addition, although not
required to do so, the Company has determined to seek additional verification of
the value of the collection. As a result of this or other factors, the tax
benefit to the Company may be adjusted.
The realization of the above deferred tax assets is dependent on generating
sufficient taxable income in the future to offset the deductibility of temporary
differences generating the deferred tax assets. During the period ended June 30,
2005, the Company continues to believe that it is more likely than not that the
results of future operations will generate sufficient taxable income to
49
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
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 years. As a result, there was no
utilization of these state NOL's in the provision for state income taxes for the
year ended June 30, 2004. In order to compensate for the suspension of the state
net operating losses, the period of availability has been extended by two years.
During the year ended June 30, 2005, approximately $14,000 of the New Jersey NOL
was utilized.
The Company has remaining available net operating loss carry forwards for state
tax purposes of approximately $11,000 expiring at various times beginning in the
fiscal years ending 2008 through 2012
The provision for income taxes for the twelve months ended June 30, 2005 and
2004 consist of the following:
2005 2004 2003
--------- --------- --------
Current tax expense $ 17,193 $ 8,134 $ 192
Deferred tax expense (3,746) 4,292 888
Net change in valuation allowance 2,572 (9,172) (888)
--------- --------- -------
$ 16,019 $ 3,254 $ 192
========= ========= =======
The above is further comprised of the
following:
Current tax expense
Federal $ 9,199 $ 1,245 $ -
State 2,149 2,339 192
Foreign 5,845 4,550 -
--------- --------- -------
$ 17,193 $ 8,134 $ 192
========= ========= =======
Deferred tax expense - net of change
in valuation allowance
Federal $ (4,637) $ (4,209) $ -
State 891 (671) -
--------- --------- -------
$ (3,746) $ (4,880) $ -
========= ========= =======
50
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
The effective tax rate (benefit) varied from the statutory rate as follows:
2005 2004 2003
---- ---- ----
Statutory federal and foreign
income tax rate 35 % 34 % 34 %
State income taxes, net of federal
benefit 4 5 4
Certain non-deductible expenses - 1 -
Tax benefit included in current
tax provision derived from
art donation (14) - -
Tax benefit included in current
tax provision derived from Gain
on sale of equity method investee
resulting in income tax capital
loss - - (30)
Change in valuation allowance 5 (28) -
Other - (2) (2)
------ ------ ------
30 % 10 % 6 %
====== ====== ======
Our effective tax rate could be adversely affected by several factors, many of
which are outside of our control. Our effective tax rate is directly affected by
the relative proportions of revenue and income before taxes in the various
domestic and international jurisdictions in which we operate. Our effective tax
rate can also be influenced by the tax effects of purchase accounting for
acquisitions and non-recurring charges, which may cause fluctuations between
reporting periods.
As a result of an increase in stock ownership of the Company by Afinsa (a
related party), as discussed in Note 2, the Company was deemed to have a change
of ownership for federal income tax purposes. As a result there was a limitation
on the amount of federal net operating loss carry forwards that could be used in
the current year to offset federal taxable income. The tax expense for the years
ended June 30, 2005 and 2004 was reduced by approximately $2,000 and $4,000,
respectively, as a result of utilizing the available federal net operating loss
carry forwards after this limitation.
Beginning in fiscal 2006, the Company will begin to remit its share of
undistributed earnings of its foreign subsidiaries. There will be no material
tax effect because of the available use of various tax credits.
51
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(10) Debt
Notes Payable and Capital Leases
- --------------------------------
2005 2004
---- ----
The Company has an agreement with PNC Bank for a
line of credit to exceed $12,500, as amended in
August 2005. 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 in place at June 30, 2004 originally
was to expire on May 27, 2005 but was extended
until August 31, 2005. Subsequent to June 30,
2005, the line was amended to expire on August 31,
2007 and the line of credit increased to $12,500.
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 $ 8,000 $ 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's expiration on
April 12, 2005. - 2,500
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. $ 1,269 $ -
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
On July 1, 2004, one of the minority shareholders
of Corinphila Auktionen made a loan to that
company in the aggregate amount of $1,200. This
loan bears interest at the rate of 4% per annum
and is repayable on demand, upon six months'
notice (related party). 506 -
Other 73 90
------ -------
Total Notes Payable 9,848 12,590
Less: current portion 667 12,590
------ -------
Notes Payable - Long-term Portion 9,181 -
====== =======
52
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
In accordance with Statement of Financial Accounting Standards ("SFAS") No. 6
"Classification of Short Term Obligations Expected to be Refinanced," the note
payable to PNC bank outstanding at June 30, 2005 has been classified in
accordance with the terms of the new credit agreement.
The aggregrage amount of all maturities for the years ended June 30 are as
follows:
2006 $ 667
2007 88
2008 8,087
2009 84
2010 922
------
$9,848
======
(11) Leases
The Company conducts its business in premises leased in various locations under
leases that expire through the year 2009. The Company utilizes property and
equipment under both operating and capital leases. Future minimum lease payments
under non-cancelable leases in effect at June 30, 2005 are set forth below:
Operating Capital Total
------------------------------
2006 $ 1,116 $ 73 $ 1,189
2007 656 - 656
2008 392 - 392
2009 375 - 375
2010 252 - 252
Thereafter 2,520 - 2,520
------- ------ -------
Total future minimum lease payments $ 5,311 $ 73 $ 5,384
======= ====== =======
Rent expense was approximately $1,175, $1,041 and $571 for 2005, 2004 and 2003,
respectively.
Interest expense associated with these capital leases was approximately $3, $11
and $25 for fiscal years 2005, 2004 and 2003, respectively.
(12) Related-party Transactions
Afinsa and Auctentia
- --------------------
At June 30, 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 and the sole director of CdC, 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 transactions with Auctentia
(see Note 2). In addition, in August 2003, GMAI and CdC entered into separate
supply agreements with Afinsa, pursuant to which GMAI and CdC act as exclusive
suppliers of collectibles for Afinsa on a worldwide basis (see Note 1)
Under an agreement dated March 15, 2003, GMAI sold all of its then outstanding
interest in GMAI-Asia to Afinsa for $2,035, consisting of 8,140,000 shares of
GMAI-Asia.com common stock. The proceeds from the sale were used to pay off all
amounts outstanding under GMAI's revolving line of credit with Afinsa. Such
amount is included in the accompanying Consolidated Statement of Earnings as
Gain on sale of investee (see Note 8).
On April 17, 2003, the Company entered into a revolving credit agreement with
Banco Santander Central Hispano, S.A. The agreement 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 was repaid prior to the facility's expiration in April 2005.
(See Note 10.)
At June 30, 2005 and 2004, the Company had outstanding accounts receivable
balances from Afinsa of approximately $8,781 and $27,674, respectively, and such
amounts are included in the accompanying Consolidated Balance Sheets as Accounts
Receivable-related party. During the year ended June 30, 2005 and 2004, sales to
Afinsa were approximately $123,348 and
53
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
$102,215, respectively, and are included in the accompanying Consolidated
Statements of Earnings as Sales of Inventory - Related Party.
During the year ended June 30, 2005, the Company had certain sales and purchases
with affiliates of a Afinsa, a related party. Amounts realized in these
transactions of $637 are reflected as additional paid-in capital.
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 during the year ended June 30,
2005.
On October 1, 2004, GMAI Auctentia 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 June 30, 2005 were
$10,139, or approximately 21.3% 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 twelve months ended June 30, 2005 and
June 30, 2004 were $454 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 twelve months ended
June 30, 2005 and June 30, 2004 were $169 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 twelve month period ended June 30, 2005 were $46. There were no
sales through Finarte in fiscal 2004.
During the years ended June 30, 2005 and 2004, the Company granted options to
certain employees of Afinsa for services. For fiscal years ended June 30, 2005
and 2004, such amounts were recorded at fair value, which amounted to $65 and
$130, repectively. Also during the year ended June 30, 2004, Afinsa granted
stock that they owned in the Company to certain employees of the Company. The
Company recorded the stock granted to these employees at fair value which
amounted to $100 in accordance with Accounting Interpretations of APB Opinion
No. 25 ("AIN-APB 25") which requires stock awards granted by a principal
stockholder to employees of a Company to be recorded at fair value.
The Company leases office space from Afinsa in Madrid, Spain, of approximately
2,700 square feet at an annual rental of approximately $139. 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 (Note 15) 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. The current portion of $200 is included in
Prepaid expenses and Other at June 30, 2005.
Scott Rosenblum, a director of the Company, is a partner of the law firm Kramer,
Levin, Naftalis & Frankel, LLP, which provides legal services to the Company.
Anthony L. Bongiovanni, Jr., also a director of the Company, is president of
Micro Strategies, Incorporated, which provides computer services to the Company.
In relation to Kramer, Levin, Naftalis & Frankel, expenditures for services
rendered were approximately $497, $401 and $688, respectively, of which
approximately $450, $177 and $223 was charged to operations for the years ended
June 2005, 2004 and 2003. In relation to Micro Strategies, expenditures for
services rendered were approximately $280, $271 and $169, respectively, of which
approximately $280, $180 and $166 was charged to operations for the years ended
June 2005, 2004 and 2003.
54
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
On July 1, 2004, one of the former 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 June 30, 2005 the loan balance was $506 (Note 10).
The Company has engaged in certain transactions with Andrew Levitt, a director
of the Company's Nutmeg subsidiary. For the year ended June 30, 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 year
ended June 30, 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.
(13) Commitments and Contingencies
As part of the purchase of the Bowers and Merena Galleries, Kingswood Coin
Auctions and Superior Sports Auctions (see Note 2), the Company is required to
pay additional amounts for a period of time through 2006 if certain milestones
are met. In the event, during each of the two (2) twelve (12) month periods
subsequent to the acquisition date (which was February 19, 2004) that aggregate
sales for these entities exceed a certain amount as further defined in the
agreement, the Company will be obligated to pay a stated percentage above the
aggregate sales threshold. As of June 30, 2005 and 2004 such milestones were not
met and as such there was no additional payments or accruals for the potential
future payments.
As part of the purchase of the Ivy & Mader Philatelic Auctions, Inc. (now known
as Ivy & Manning Philatelic Auctions, Inc.) ("Ivy") in 1993, the Company is
required to pay additional amounts for a period of time through 2009 based on
the financial performance of Ivy. These additional amounts were approximately
$0, $27, and $18 for the years ended June 30, 2005, 2004 and 2003, respectively.
For the years ended June 30, 2005, 2004 and 2003 the payments were charged to
operating expenses.
(14) Stockholders' Equity
Preferred Stock
- ---------------
The Company's Certificate of Incorporation authorizes a total of 10 million
shares of preferred stock.
Common Stock
- ------------
The Company's Certificate of Incorporation authorizes a total of 40 million
shares of common stock.
Private Placement and Other Equity Transactions
- -----------------------------------------------
On May 20, 2003, the Company issued to Tail Wind 243,239 shares of stock of the
Company in exchange for 2,707,718 shares of stock of GMAI-Asia.com, Inc. owned
by Tail Wind. This transaction was entered into in accordance with the Purchase
Agreement. The shares of stock of the Company were valued at $2.06 per share in
accordance with the terms of the Purchase Agreement (see Note 8). The shares of
stock of the Company issued to Tail Wind are subject to certain registration
rights under the Purchase Agreement and a Registration Rights Agreement between
the Company and Tail Wind, among others, dated as of January 25, 2000.
On September 8, 2003, the Company consummated three transactions with Auctentia,
pursuant to which the Company issued an aggregate of 13 million shares of its
common stock. See Notes 2 and 12. Auctentia has the right to cause these
securities to be registered under the Securities Act of 1933, as amended,
subject to certain conditions.
Cancellation of Treasury Stock Certificates
- --------------- ---------------------------
During the year ended June 30, 2005, the Company cancelled the certificates
representing 368,200 shares of common stock that it had previously purchased in
the open market as part of its repurchase program.
Stock Option Plan
- -----------------
In 1997, GMAI's, board of directors adopted and GMAI's shareholders approved the
1997 Stock Incentive Plan, as amended (the "1997 plan"). Awards under the 1997
plan may be made in the form of (1) incentive stock options, (2) non-qualified
stock options, (3) stock appreciation rights, (4) restricted stock, (5)
restricted stock units, (6) dividend equivalent rights and (7) other stock-based
awards. Awards may be made to such directors, officers and other employees of
GMAI and its subsidiaries
55
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(including employees who are directors and prospective employees who become
employees), and to such consultants to GMAI and its subsidiaries, as the stock
option committee of GMAI's board of directors in its discretion selects. As a
result of subsequent amendments adopted by GMAI's board of directors and
approved by GMAI's shareholders, the aggregate number authorized to be issued
under the plan is currently 5,000,000 in the aggregate. The 1997 Plan allows the
Company to grant to an individual in any given year options representing an
aggregate of 500,000 shares of common stock. The option exercise price is
determined by the stock option committee in its sole discretion; provided,
however, that generally, the exercise price of an option shall be not be less
than the fair market value (as defined) of a share of common stock on the date
of grant. Options granted have a maximum ten-year term and, unless otherwise
determined by the stock option committee, vest in substantially equal
installments over a four-year period. All options granted through June 30, 2005
have been granted with exercise price equal to market value on the date of
grant.
The following table summarizes information about options outstanding and
exercisable as of June 30, 2003, 2004 and 2005:
2003 2004 2005
------------------------------ ------------------------- --------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
------------------------------ ------------------------- --------------------------
Outstanding- beginning 2,509,750 $ 6.92 2,705,500 $ 2.06 2,445,565 $ 6.19
Granted through
stock option plan 1,901,875 1.95 1,122,500 7.58 15,250 11.51
Exercised (102,500) 1.38 (1,298,623) 2.19 (329,325) 2.07
Forfeited (1,603,625) 6.83 (83,812) 3.08 (318,875) 15.30
----------- ---------- -----------
Outstanding- end of year 2,705,500 $ 2.06 2,445,565 $ 6.19 1,812,615 $ 5.46
=========== ========== ===========
Exercisable- end of year
1,179,563 $ 2.14 1,201,440 $ 7.57 1,432,615 $ 5.51
=========== ========== ===========
The weighted average fair value of options granted during 2003, 2004 and 2005
was $1.95, $7.58, and $11.51 respectively.
Following is a summary of the status of stock options outstanding at June 30,
2005:
- --------------------------------------------------------------- -----------------------
Options Outstanding Options Exercisable
- --------------------------------------------------------------- -----------------------
Weighted
Exercise Price Average Weighted Weighted
Ranges Number of Remaining Average Number of Average
- ------------------------- Shares Contractual Exercise Shares Exercise
From To Outstanding Life Price Exercisable Price
- --------------------------------------------------------------- -----------------------
$ 1.00 $ 5.00 1,309,950 6.6 $ 2.75 1,050,950 $ 2.70
5.01 10.00 109,915 6.6 8.19 48,540 7.62
10.01 25.00 394,000 5.6 13.7 333,125 14.08
--------- ---------
1,813,865 1,432,615
========= =========
56
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
Stock Option Exchange Offer
- ---------------------------
On July 2, 2002, the Company commenced a tender offer to certain eligible
employees to exchange outstanding options to purchase shares of the Company's
common stock granted under the GMAI 1997 Stock Incentive Plan that had an
exercise price of $2.00 or more, for new options to purchase shares of the
Company's common stock to be granted under the 1997 Plan on or about February 4,
2003. The offer expired on July 30, 2002. Pursuant to the terms and conditions
of the offer, the Company accepted for exchange on July 31, 2002 tendered old
options exercisable for a total of 1,380,375 shares of common stock and canceled
all such old options. Subject to the terms and conditions of the offer, the
Company granted new options to purchase a total of 1,380,375 shares of common
stock on February 4, 2003. The exercise price of the new options was $2.00,
which was the closing price of the Company's common stock as reported on the
NASDAQ National Market on the date of grant. There was no effect on the
consolidated financial statements of the Company as a result of this exchange
offer.
Certain Anti-Takeover Provisions
- --------------------------------
The Company's Certificate of Incorporation and by-laws contain certain
anti-takeover provisions that could have the effect of making it more difficult
for a third party to acquire, or of discouraging a third party from attempting
to acquire, control of the Company without negotiating with its Board of
Directors. Such provisions could limit the price that certain investors might be
willing to pay in the future for the Company's securities. Certain of such
provisions provide for a Board of Directors with staggered terms, allow the
Company to issue preferred stock with rights senior to those of the common
stock, or impose various procedural and other requirements which could make it
more difficult for stockholders to effect certain corporate actions.
(15) Significant Agreements
Employment Agreements
- ---------------------
The Company is a party to an employment agreement with Mr. Greg Manning, as
amended, which provides for his services as President and Chief Executive
Officer. Under the most recent amendment, which is effective July 1, 2002 and
terminated on June 30, 2005, Mr. Manning is entitled to receive an annual salary
of $400 beginning July 1, 2002, $450 beginning July 1, 2003 and $500 beginning
July 1, 2004, plus an annual cash bonus equal to 10% of the Company's pre-tax
income (as defined in the agreement), but not to exceed $750. Mr. Manning is
continuing to receive the salary and benefits provided for under the agreement.
On February 4, 2003, Mr. Manning was granted an additional 225,000 stock
options, exercisable at $2.00 per share and vesting 50% on the date of grant and
25% on each of the first and second anniversaries of the date of grant.
The Company has entered into an employment agreement with Mr. Larry Crawford to
serve as Chief Financial Officer, effective April 23, 2001. The agreement
provides for a salary of $150 per annum, plus a quarterly bonus of $12 in the
event the Company's pre-tax income (as defined) equals or exceeds $50. In
October 2002, the Company entered into an amendment to the employment agreement
with Mr. Crawford, which extended the term through June 30, 2006. Mr. Crawford's
base salary will increase to $160 on May 1, 2003; to $175 on May 1, 2004; and to
$190 on May 1, 2005. Mr. Crawford was also granted an additional 75,000 stock
options on October 23, 2002 at an exercise price of $1.35 per share, the fair
market value on the date of grant. These options vest 33 1/3 % on the date of
grant and 33 1/3% on each of the first and second anniversaries of the date of
grant.
Mr. Greg Roberts has entered into an employment agreement providing for his
services as President of Spectrum, which was to terminate on February 18, 2005.
The agreement provides for a salary of $300 per annum, increasing to $400 per
annum effective February 18, 2004. In June 2002, the Company entered into an
amendment to the employment agreement with Mr. Roberts. Under the terms of the
amendment, the employment term has been extended for an additional three years,
to February 18, 2008; Mr. Roberts is entitled to receive a salary of $500 for
the sixth year, $550 for the seventh year, and $600 for the eighth year; and Mr.
Roberts was granted an additional 500,000 stock options, which were exercisable
at $2.00 per share and vested over four years. Mr. Roberts also received a loan
in the amount of $600 the repayment of which can be forgiven under certain
circumstances (Note 12).
(16) Geographic Information
Geographic net sales based on customer location were as follows:
57
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
June 30,
2005 2004 2003
--------- ---------- --------
United States $ 105,539 $ 96,868 $ 93,537
Spain 123,625 110,630 7,654
Asia Pacific 704 1,552 --
Europe 10,446 3,840 --
--------- --------- --------
$ 240,314 $ 212,890 $101,191
========= ========= ========
Net property, plant and equipment by
geographic area was as follows:
June 30,
2005 2004
--------- --------
United States $ 2,369 $ 861
Spain 894 950
Other Europe 32 125
--- ----- --------
$ 3,295 $ 1,936
========= ========
(17) Retirement Plans
The Company maintains an employee savings plan for United States employees under
the Internal Revenue Code Section 401(k). Employees are eligible to participate
in the plan after one complete calendar month of service and become fully vested
after five years of service. Employee contributions are discretionary to a
maximum of 15% of compensation. For all plan members, the Company contributed
10% of all eligible employees contributions to a maximum annual contribution of
$500 per employee. The Company's total contribution was approximately $22, $10
and $12 for the years ended June 30, 2005, 2004 and 2003, respectively.
(18) Supplementary Cash Flow Information
Following is a summary of supplementary cash flow information:
Years Ended
June 30,
(In Thousands)
2005 2004 2003
------- ----- ------
Interest paid $ 1,258 $ 937 $ 855
Income taxes paid 16,414 399 -
Summary of significant non-cash transactions:
-
Common stock issued for inventory - 10,118 -
Common stock issued for acquisition of
Auctentia subsidiaries - 6,004 -
Sale of investee to a related party and
reduction of demand notes payable - - 2,035
Common stock issued in connection with
investment in investee - - 500
58
Greg Manning Auctions, Inc.
Notes to Consolidated Financial Statements
($ in Thousands Except for Per Share Amounts or as noted)
(19) Selected Quarterly Financial Data (unaudited)
2005
-------------------------------------------------------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
-------------------------------------------------------------------------
Revenues $ 48,090 $ 58,940 $ 55,712 $ 77,572 $240,314
Gross Profit 17,162 19,441 21,676 31,690 89,969
Income from operations 9,113 12,652 13,387 19,705 54,857
Net Income 5,134 7,655 8,188 17,298 38,275
Earnings per share, basic 0.19 0.28 0.30 0.63 1.40
Earnings per share, diluted 0.18 0.27 0.29 0.60 1.33
2004
-------------------------------------------------------------------------
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter Total
-------------------------------------------------------------------------
Revenues $ 34,487 $ 53,215 $ 64,505 $ 60,683 $212,890
Gross Profit 7,462 13,392 17,001 23,636 61,491
Income (Loss) from operations 3,041 7,187 8,947 14,632 33,807
Net Income (Loss) 2,458 4,058 6,519 16,331 29,366
Earnings (Loss) per share, basic 0.15 0.15 0.25 0.60 1.22
Earnings (Loss) per share, diluted 0.14 0.14 0.23 0.57 1.14
(20) Other Major Customers (Excluding Afinsa)
The Company had no other major customers for the year ended June 30, 2005 and
2004, respectively. There was one major customer other than Afinsa for the year
ended June 30, 2003, which accounted for 12% of revenue. Major customers (other
than Afinsa) are those that accounted for more than 10% of sales.
(21) Subsequent Event
On July 15, 2005, the Company and its majority shareholder Afinsa acquired all
of the issued and outstanding capital stock of A-Mark Precious Metals, Inc.
("APM"), an indirect subsidiary of A-Mark Financial Corporation. The buyer was
Spectrum PMI, Inc., a newly formed acquisition entity owned 80% by Spectrum
Numismatics International, Inc., a wholly-owned subsidiary of GMAI, and 20% by
Auctentia, a wholly-owned subsidiary of Afinsa. APM is a full service metals
trading company engaged
The financial results of the above transaction will be included in the Company's
consolidated financial statements from and after July 15, 2005.
Effective July 31, 2005, the Company, which had owned 65% of the equity interest
in Corinphila Auktionen AG, purchased the remaining 35% equity interest in that
company, or 4,970 shares, with the result that the Company now owns 100% of the
outstanding share capital of Corinphila. The exercise price was 1.600.000 CHF
(approximately U.S.$1,270,000), of which 1.000.000 CHF was paid on July 30, 2005
and 600.000 CHF will be paid by September 31, 2005. The sellers of the equity
interest, Mr. Beat Vollenwieder and Mr. Martin Mader, are officers of
Corinphila. The option to purchase this 35% interest, and the terms of such
purchase, were set forth in a Share Purchase Agreement, dated September 19,
2002, between the sellers and Auctentia. Under the terms of the Share Purchase
Agreement, Auctentia was able to designate the Company as the entity to exercise
the option.
59
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of June 30, 2005, the Company has carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Company's disclosure controls and procedures. Disclosure
Controls are procedures that are designed with the objective of ensuring that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 (Exchange Act), such as this Report, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's (SEC) rules and forms. Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officers
have concluded that the Company's disclosure controls and procedures (as defined
in Exchange Act Rule 13a-15 (e)) were effective as of June 30, 2005.
Management's Report on Internal Control over Financial Reporting
The Company management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange
Act Rules 13a-15(f). Under the supervision and with the participation of our
management, including our principal executive officer and principle financial
officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation under the framework in Internal Control -
Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of June 30, 2005.
The Company's independent registered public accounting firm Amper, Politziner &
Mattia, P.C., has audited the effectiveness of the Company's internal control
over financial reporting and management's assessment of the effectiveness of the
Company's internal control over financial reporting as of June 30, 2005 and
concluded that it is effective.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting
that occurred during the quarter ended June 30, 2005 that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
60
Report of Independent Registered Public Accounting Firm
We have audited management's assessment, included in the accompanying
Management's 2005 Annual Report on Internal Controls, that Greg Manning
Auctions, Inc. and Subsidiaries (the Company) maintained effective internal
control over financial reporting as of June 30, 2005, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Company's
management is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting. Our responsibility is to express an opinion on
management's assessment, and an opinion on the effectiveness of the company's
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that the Company maintained effective
internal control over financial reporting as of June 30, 2005, is fairly stated,
in all material respects, based on control criteria established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also in our opinion, the
Company maintained, in all material respects, effective internal control over
financial reporting as of June 30, 2005, based on the criteria established in
Internal Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheet of
Greg Manning Auctions, Inc. and Subsidiaries as of June 30, 2005 and the related
consolidated statements of earnings, stockholders' equity and comprehensive
income (loss) and cash flows for the year ended June 30, 2005 in our report
dated September 8, 2005, in which we expressed an unqualified opinion.
/s/ Amper, Politziner, & Mattia, P.C.
September 8, 2005
Edison, New Jersey
61
PART III
--------
Item 9B. OTHER INFORMATION
Not applicable.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS
The information regarding our directors and executive officers will be in the
definitive proxy statement of the Company to be filed within 120 days of June
30, 2005 (the "Proxy Statement") and is incorporated herein by reference. The
information required by Item 405 of Regulation S-K will be included under
"Section 16(a) Beneficial Ownership Reporting Compliance" in the Proxy Statement
and is incorporated herein by reference. The information required by Item 406 of
Regulation S-K will be included under "Code of Business Conduct and Ethics" in
the Proxy Statement and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
Information regarding Executive Compensation will be in the Proxy Statement and
is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information regarding Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters will be in the Proxy Statement and is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding Certain Relationships and Transactions will be in the
Proxy Statement and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding Principal Accountant Fees and Services will be in the
Proxy Statement and is incorporated herein by reference.
62
PART IV
-------
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) All Financial Statements of the Company for the years ended June
30, 2005 and 2004 are filed herewith. See Item 8 of this Report for a list of
such financial statements.
(2) Financial Statement Schedules:
Schedule:
II - Valuation and Qualifying Accounts
All other schedules are omitted because they are not applicable or
the required information is shown in the consolidated financial
statements or notes thereto.
(3) Exhibits -- See response to paragraph (c) below.
(b) Reports on Form 8-K
(1) Report on Form 8-K filed on September 13, 2004, relating to
the issuance of a press release containing non-public
financial information and containing non-GAAP financial
measures.
(2) Report on Form 8-K filed on November 9, 2004, relating to
the issuance of a press release containing non-public
financial information and containing non-GAAP financial
measures.
(3) Report on Form 8-K filed on January 20, 2005, relating to
the acceleration of the vesting of certain of the Company's
stock options.
(4) Report on Form 8-K filed on February 3, 2005, relating to
the Company's issuance of a press release announcing the
execution of a definitive agreement to acquire John Bull
Stamp Auctions, Ltd.
(5) Report on Form 8-K filed on May 27, 2005, relating to the
extension by PNC Bank, National Association, of the
Company's credit facility to August 31, 2005.
(c) Exhibits
3.1 Restated Certificate of Incorporation of Registrant, as amended.
Incorporated by reference to Exhibit 3(a) to the Company's Report on
Form 8-K filed February 27, 2001.
3.2 Amendment to Certificate of Incorporation of Registrant, filed with the
Delaware Secretary of State on April 25, 2002. *
3.3 By-laws, as amended, of Registrant. Incorporated by reference to Exhibit
3.2 to the Company's Annual Report on Form 10-K for the year ended June
30, 2003, as filed with the SEC on September 12, 2003.
10.1 Employment Agreement between Greg Manning and Registrant dated as of May
14, 1993. Incorporated by reference to Exhibit 10(b) to the Form SB-2
and incorporated by reference to Exhibit 4.1 to Form 10-QSB of the
Company for the period ended December 31,1995, dated February 13, 1996,
as amended.
10.2 Second Amendment to Employment Agreement between Greg Manning and
Registrant, dated as of September 11, 1997. Incorporated by reference to
Exhibit 10.3 to Form 10-KSB of the Company for the period ended June 30,
1997.
10.3 Third Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 1999. Incorporated by reference to
Exhibit 10.4 to Form 10-K of the Company for the period ended June 30,
2001.
10.4 Fourth Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 2000. Incorporated by reference to
Exhibit 10.5 to Form 10-K of the Company for the period ended June 30,
2001.
10.5 Fifth Amendment to Employment Agreement between Greg Manning and
Company, effective as of July 1, 2002. Incorporated by reference to
Exhibit 10. 6 to the Company's Annual Report on Form 10-K for the year
ended June 30, 2003, as filed with the SEC on September 12, 2003.
63
10.6 Employment Agreement between the Company, Spectrum Numismatics
International, Inc. and Gregory N. Roberts. Incorporated by reference to
the Company's Proxy Statement dated January 14, 2000.
10.7 Amendment to Employment Agreement between the Company, Spectrum
Numismatics International, Inc. and Gregory N. Roberts.
10.8 Employment Agreement between the Company and Larry Crawford, effective
as of April 23, 2001. Incorporated by reference to Exhibit 10. 9 to the
Company's Annual Report on Form 10-K for the year ended June 30, 2003,
as filed with the SEC on September 12, 2003.
10.9 Amendment to Employment Agreement between the Company and Larry
Crawford, effective as of October 23, 2002. Incorporated by reference to
Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year
ended June 30, 2003, as filed with the SEC on September 12, 2003.
10.10 1997 Stock Option Plan, as amended. Incorporated by reference to Exhibit
A to the Proxy Statement of the Company dated October 28, 1997, to the
Proxy Statement of the Company dated January 14, 2000; to the Proxy
Statement of the Company dated October 26, 2001; and to the Proxy
Statement of the Company dated August 15, 2003.
10.11 1993 Stock Option Plan. Incorporated by reference to Exhibit 10(a) to
the 1993 Form SB-2 and incorporated by reference to Exhibit A to the
Proxy Statement of the Company dated January 31, 1994.
10.12 Share Purchase Agreement, dated as of January 23, 2003, between the
Company and Auctentia, S.L. Incorporated by reference to Appendix A to
Company's Definitive Proxy Statement filed with the SEC on August 13,
2003.
10.13 Inventory Purchase Agreement, dated as of January 23, 2003, between the
Company and Auctentia, S.L. Incorporated by reference to Appendix B to
Company's Definitive Proxy Statement filed with the SEC on August 13,
2003.
10.14 Subscription Agreement, dated as of January 23, 2003, between the
Company and Auctentia, S.L. Incorporated by reference to Appendix C to
Company's Definitive Proxy Statement filed with the SEC on August 13,
2003.
10.15 Registration Rights Agreement, dated as of September 8, 2003, between
the Company and Auctentia, S.L. Incorporated by reference to Appendix E
to the Company's Definitive Proxy Statement filed with the SEC on August
13, 2003.
10.16 Asset Purchase Agreement dated February 19, 2004, between Spectrum
Numismatics International, Inc and Collectors' Universe, Inc.
Incorporated by reference to the Company's Report on Form 8-K filed on
March 5, 2004.
10.17 Non-Competition Agreement dated February 19, 2004, between Spectrum
Numismatics International, Inc. and Collectors' Universe, Inc.
Incorporated by reference to the Company's Report on Form 8-K filed on
March 5, 2004.
10.18 Loan Agreement, dated as of May 28, 2004 between Greg Manning Auctions,
Inc. as the Borrower, and PNC Bank, National Association, as the Bank.
Incorporated by reference to the Company's Report on Form 8-K filed on
June 3, 2004.
10.19 Restated Second Amendment to Loan Agreement, dated as of August 10, 2005
by and among Greg Manning Auctions, Inc., Greg Manning Auctions Real
Estate, LLC and PNC Bank, National Association. Incorporated by
reference to the Company's Report on Form 8-K filed on August 17, 2005.
10.20 Employment Agreement, dated May 17, 2005 and effective February 1, 2005,
between Esteban Perez and GMAI-Auctentia Central de Compras, S.L.. *
10.21 Employment Agreement, dated May 17, 2005 and effective February 1,2005,
between Ramon Egurbide and GMAI-Auctentia Central de Compras, S.L.*
64
10.22 Stock Purchase Agreement, dated as of July 15, 2005, by and between
Spectrum PMI, Inc., on the one hand, and A-Mark Holding, Inc. and
Steven C. Markoff, on the other hand. Incorporated by reference to
the Company's report on Form 8-K filed on July 21, 2005.
10.23 Noncompetition Agreement, dated July 15, 2005, among Spectrum PMI, Inc.,
A-Mark Precious Metals, Inc. and Steven C. Markoff. Incorporated by
reference to the Company's Report on Form 8-K filed on July 21, 2005.
14. Code of Ethics. Incorporated by reference to Exhibit 14 to the Company's
Annual Report on Form 10-K for the year ended June 30, 2003, as filed
with the SEC on September 12, 2003.
21. Subsidiaries of the Registrant*
23.1 Consent of Independent Accountants. *
31 Rule 13a-14(a)/15d-14(a) Certifications *
32 Section 1350 Certifications *
* Filed herewith
65
SIGNATURES
Dated: September 15, 2005
/s/ Greg Manning
---------------------------------
Greg Manning
Chairman of the Board
Chief Executive Officer & Director
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated below.
Dated: September 15, 2005
/s/ Greg Manning
----------------------------------
Greg Manning
Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Larry Crawford
----------------------------------
Larry Crawford
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Esteban Perez
----------------------------------
Esteban Perez
Director
/s/ Carlos de Figueiredo
----------------------------------
Carlos de Figueiredo
Director
/s/ Emilio Ballester
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Emilio Ballester
Director
/s/ Jose Miguel Herrero
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Jose Miguel Herrero
Director
/s/ Anthony Bongiovanni
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Anthony Bongiovanni
Director
/s/ James Davin
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James Davin
Director
/s/ Scott S. Rosenblum
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Scott S. Rosenblum
Director
/s/ Greg Roberts
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Greg Roberts
Director
/s/ Mark Segall
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Mark Segall
Director