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| HIST > SEC Filings for HIST > Form 10-K on 23-Dec-2008 | All Recent SEC Filings |
23-Dec-2008
Annual Report
Liquidity and Capital Resources
With the exception of the cost of documents that are sold and certain
selling expenses, most of the Company's other costs and expenses are relatively
fixed. While management believes that the Company's inventory of documents has
substantially appreciated, the Company has been unable to produce sufficient
volume of sales to the general public and has incurred significant operating
losses for the past several years. As a result, the Company has been (and
will likely continue to be) dependent upon debt financing, including loans
from its majority stockholder, to satisfy its obligations when due.
The unique characteristic of some the Company's documents held in inventory may cause those documents to become rarer with time with their then current market value rising significantly over time. In many instances the Company has a supply of similar documents that, if marketed simultaneously, may negatively impact market value. As a result, managing the rarity of certain types or categories of documents through the judicious marketing of only a selection of documents available in the Company's inventory is an important element of the Company's business. This element is one of the reasons that the Company has accumulated and maintains a supply of documents that is significantly greater than it intends to sell in a year or even aggressively market.
The Company has a bank line of credit in the amount of $100,000 through August 2009. Loans under the line of credit are secured by the Company's inventory of documents owned and bear interest at the prime rate plus 1.5%. As of September 30, 2008, there was $28,000 available against this line of credit. The Company's term mortgage note was renewed in July 2007 in the amount of $1,087,251 and has an 8.25% interest rate and a maturity date of July 15, 2012. The note is collateralized by the Company's building.
Prior to 2007, the Company borrowed $1,000,000 from its majority stockholder/president, Todd M. Axelrod. The amount was due on demand but not earlier than October 31, 2009, with monthly interest payments payable at a rate of 6% per annum. Interest expense on the related party advance was $40,341 and $60,835 for fiscal years 2008 and 2007, respectively. On June 11, 2008, the Company agreed to issue to Mr. Axelrod an aggregate 800,000 shares of its common stock from treasury in exchange for the cancellation of such debt. The outstanding $1,000,000 principal amount was converted into shares of common stock at a conversion price of $1.25 per share, representing a premium to the closing price on June 10, 2008. The Company has also borrowed other amounts, from Mr. Axelrod, from time to time during the fiscal years 2008 and 2007. The funds borrowed carry an interest rate of 3%. The principal balance of the funds borrowed totaled $1,310,226 and $895,226 as of September 30, 2008 and 2007, respectively. Interest expense on these related party borrowings was $34,243 and $21,066 during fiscal years 2008 and 2007, respectively. The funds were used to supplement cash flows from operating activities.
The Company believes, although no assurance can be given, that its current cash requirements will be met by generating revenues from operations, appropriately managing the timing and volume of new document acquisitions, drawing amounts when available, if any, under its existing line of credit facility, seeking additional borrowings or advances against its documents inventory, and borrowing amounts from Mr. Axelrod as required. Mr. Axelrod intends but is not obligated to continue funding or guarantee additional debt, should it be required. Mr. Axelrod has also agreed not to demand payment on amounts the Company has borrowed and interest payment, through at least October 31, 2010.
Historically, cash flow deficiencies have been funded with borrowing from Mr. Axelrod. Management believes that the need for such borrowing should not diminish until profitability and cash flows from operations improve. To improve profitability and cash flows, sales will need to increase. To increase sales, especially under current and likely near-term future economic conditions, management may have to reevaluate its product pricing strategy and decrease the offering prices of its merchandise.
To date, management has been reluctant to cut prices and, instead, to achieve its strategic objectives, continues to increase inventory available on the internet. With a market potential that is world-wide, and unlimited in terms of inventory exposure, the Company continues to employ this channel to improve revenue levels. Currently, our website had been materially enlarged to include approximately 56,225 document choices spread over an expanded list of categories and historical genres. Further, owing to the size and diversity of its inventory, management feels the Company is positioned to favorably compete with any firms offering similar products. Equally important is the fact that with no limitations, or added material costs for the development of this outlet, the Company could, in time, still significantly increase its available inventory to this outlet without negatively impacting the rarity of our documents, thus providing a global audience with a diversity of choice. The Company also continues its investigation of productive links with other organizations, with the possibility of expanding its market through cooperative alliances with firms and/or institutions whose audiences are understood to possess potential as document buyers.
The Company expects to make no material commitments for capital expenditures in the near term, as the Company is not currently contemplating additional expansion. Management is not aware of any trend in the Company's capital resources, which may have an impact on its income, revenue or income from continuing operations.
Critical Accounting Policies and Practices
Revenues
The Company recognizes revenues from document sales when title passes to
the customer upon shipment. Typically, shipment does not occur until payment
has been received. The Company's distribution channels consist of its direct
purchase websites and other internet avenues including eBay. Shipping and
handling costs and related customer charges are not significant.
Inventory of documents owned and operating cycle
Documents owned are stated at cost on a specific-identification method,
not in excess of estimated market value. Management reviews the recorded
cost and estimated value of the documents owned on a regular basis (at least
quarterly) to determine the adequacy of the allowance for market value
declines, if any.
Management believes that the Company's inventory of documents is generally appreciating, not depreciating, in value. As a result, managing the rarity of certain types or categories of documents through the judicious marketing of only a selection of documents available in the Company's inventory is an important element of the Company's business. This element is one of the reasons that the Company has accumulated and maintains a supply of documents that is significantly greater than it intends to sell in a year or even aggressively market. As the Company's distribution channels have changed over the years and are expected to continue to change in the future, the volume of documents marketed in any one year, or succession of years, changes significantly. For these reasons, it has been impractical, for the Company to define its operating cycle and, as a result, presents its balance sheet on an unclassified basis. The Company believes that this presentation better reflects the nature of the Company's business and its principal asset.
Over the past several years, the cost of the Company's inventory as of its fiscal year end has ranged from its present level of approximately $6.4 million to roughly $7.2 million, which management believes is a sufficient supply of documents to provide for managing rarity and its other purposes. Management has no current intention of significantly changing the composition of its inventory and, as a result, the Company accounts for changes in the cost of documents owned as an adjustment to arrive at cash flows from operating activities.
Deferred tax assets and income taxes
The Company provides a valuation allowance against deferred tax assets
(primarily associated with tax loss carryforwards) to the extent that such
tax assets exceeds an amount considered by management as more likely than not
to be utilized as a result of any gain on the Company's effective tax planning
strategies, as defined in Financial Accounting Standards Board (FASB) Statement
No. 109, "Accounting for Income Taxes", consisting of the possible sale of
appreciated document inventory, particularly if partially sold in bulk, and/or
real estate, that would produce gains that may be realized as needed to protect
the Company's loss carryforwards. The potential gain and related tax effect
is estimated based on management's perception of current market activity and
estimate of value and historical profit margins and trends. Such estimates
are revisited and revised quarterly.
Effective with the quarter ended December 31, 2007, we were required to apply FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48). Based on our analysis of our tax provisions, deferred tax assets and the related valuation allowance, we determined that there was no impact to our financial statements upon initial adoption of the provisions of FIN 48, including with respect to our operating deficit or related disclosures.
Recently issued accounting pronouncements
In March 2008, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standards (SFAS) No. 161, "Disclosures About Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No 133".
SFAS 161 expands the disclosure requirements in SFAS 133, "Accounting for
Derivative Instruments and Hedging Activities", regarding derivative
instruments and hedging activities. SFAS 161 will be effective for the
Company's fiscal year beginning October 1, 2008. As SFAS 161 relates
specifically to disclosures regarding matters that the Company is typically
not involved in, SFAS 161 will likely have no impact on the Company's future
financial condition, results of operations or cash flows.
In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements". It requires that a noncontrolling (minority) interest in a subsidiary, including a variable interest entity, should be reported as equity in the consolidated financial statements. Although technically effective for the Company's fiscal year beginning October 1, 2009, SFAS 160 will not likely have any effect on the Company's consolidated financial statements since we are not presently contemplating investing in, establishing or acquiring a subsidiary with a noncontrolling interest.
In December 2007, the FASB issued SFAS 141R, "Business Combinations", which replaces SFAS 141, "Business Combinations". We have not yet evaluated SFAS 141R for the impact, if any, that SFAS 141R might have on our future financial statements in the event we make any business combination or other covered acquisitions after its effective date, which for us will be September 30, 2009. No such transactions are presently contemplated.
In September 2006, the FASB issued SFAS 157, "Fair Value Measurements". This standard defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States, and expands disclosure about fair value measurements in the financial statements, if any. In February 2007, the FASB issued SFAS 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement 115", which will permit the option of choosing to measure certain eligible items at fair value at specified election dates and report unrealized gains and losses in earnings. SFAS 157 and 159 was scheduled to become effective for us for fiscal year 2009, and interim periods within those fiscal years; however, the effective date for SFAS 157 was delayed one year with respect to nonfinancial assets and liabilities carried at fair value, if any, to the extent not already adopted, which we have not. We are not currently carrying any assets or liabilities at fair value. Therefore, the requirements of SFAS 157 will not apply to our financial statements unless we elect to do so under SFAS 159, which election is presently not expected. Accordingly, there is no likely impact on our future financial statements expected of either of these two standards.
Results of Operations
Fiscal 2008 Compared to Fiscal 2007
Revenues were $519,800 in 2008, compared to $632,300 in 2007, an 18%
decrease. This decrease was attributed to internet competition and economics.
Item sales counts were down 6% from 795 for fiscal 2008 from 850 item sold in
fiscal 2007. The average sales price for fiscal 2008 was $654 per item, down
12% from fiscal 2007 average sales price of $744.
In November 2006, the Company entered into a revenue-sharing arrangement with our majority stockholder/president, Mr. Todd M. Axelrod, whereby the Company physically safeguards, catalogs, and markets certain historical documents, that Mr. Axelrod owns personally, for a fee consisting of 80% of the gross profit from any sale (defined as the sales price to a third-party buyer less Mr. Axelrod's cost of acquiring the item). The Company believes this fee arrangement is considerably more favorable to the Company than the Company could obtain from an independent third party. The Company receives the same guarantee as Mr. Axelrod would receive as to the authenticity warranty obtained from the vendors. The Company has also independently verified Mr. Axelrod's cost of the consigned inventory. During the 2008 fiscal year, 58 documents subject to the revenue-sharing arrangement were sold for $19,359 and the Company's revenue share was $14,758. This compares to 34 documents sold for $113,004 with the Company's share of $78,473 in fiscal 2007.
Cost of revenues sold was $42,376 (8% of net revenues) in 2008, compared to $53,590 (8.5% of net revenues) in 2007, a 21% decrease. Excluding the effects of the revenue-sharing arrangement discussed in the previous paragraph, the Company's cost of revenues would have been 8.4% of net revenues for fiscal 2008 compared to 9.7% for fiscal 2007.
Total operating expenses were $928,732 for fiscal 2008 compared to $884,174 for fiscal 2007, a 5% increase. The bulk of the increase is associated with the hiring of a sales professional in fiscal 2007. Salaries and related tax and benefits amounted to $509,609 for fiscal 2008, compared to $433,089 for fiscal 2007, an 18% increase. In addition to the salary, the Company had granted 50,000 options to purchase the Company's common stock as an employment inducement. The salary expense included $36,085 for fiscal 2008 compared to $15,035 for 2007, associated with these options. Depreciation expense decreased 13% in fiscal 2008 compared to 2007 largely resulting from assets becoming fully depreciated.
Included in selling, general and administrative expenses is 50% of the operating cost to maintain the headquarters building. This percentage is the ratio that the square footage occupied by the Company's headquarters operation bears to the total leasable space of the building. The remaining building operating expenses plus the rental revenues realized are included net in other income and expense ($90,122 fiscal 2008 as compared to $102,254 for fiscal 2007).
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