10-Q 1 a2049388z10-q.htm 10-Q Prepared by MERRILL CORPORATION
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)


/x/

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2001

/ / 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 0-29781


AMERICABILIA.COM, INC.
(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction
of incorporation or organization)
  65-0142472
(IRS Employer
Identification No.)

150 CASSIA WAY, SUITE 400, HENDERSON, NEVADA 89014
(Address of principal executive offices)

702-914-8411
(Issuer's telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)


    Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 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 / /

    As of May 10, 2001, the Company had 6,669,192 shares of its $.001 par value common stock issued and outstanding.





PART I—FINANCIAL INFORMATION

Item 1.        Financial Statements (Unaudited)

 
  Page
Condensed Consolidated Balance Sheets (Unaudited) at March 31, 2001 and December 31, 2000   F-1
Condensed Consolidated Statements of Operations (Unaudited) for the Three Months ended March 31, 2001 and 2000   F-2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) for the Three Months ended March 31, 2001   F-3
Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months ended March 31, 2001 and 2000   F-4
Notes to Condensed Consolidated Financial Statements   F-5

2


americabilia.com, Inc. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

MARCH 31, 2001 AND DECEMBER 31, 2000

 
  March 31,
2001

  December 31,
2000

 

ASSETS

 
CURRENT ASSETS:              
  Cash and cash equivalents   $ 60,250   $ 147,420  
  Accounts receivable, net     433,892     430,984  
  Inventories     957,438     913,468  
  Prepaid expenses and deposits     13,576     5,801  
   
 
 
      Total current assets     1,465,156     1,497,673  
PROPERTY AND EQUIPMENT, Net     115,334     120,992  

GOODWILL, Net

 

 

206,509

 

 

221,619

 

OTHER ASSETS

 

 

14,171

 

 

11,444

 
   
 
 
TOTAL   $ 1,801,170   $ 1,851,728  
   
 
 

LIABILITIES AND STOCKHOLDERS' EQUITY

 
CURRENT LIABILITIES:              
  Accounts payable and accrued expenses   $ 171,941   $ 162,960  
  Notes payable to bank     250,000     250,000  
  Interest payable     21,390     38,114  
  Current portion of lease obligations     7,971     8,416  
  Current portion of loans from stockholders     652,976     32,933  
  Income taxes payable          
   
 
 
      Total current liabilities     1,104,278     492,423  
LOANS FROM STOCKHOLDERS, Less current portion           624,250  

LEASE OBLIGATIONS, Less current portion

 

 

2,252

 

 

3,838

 
   
 
 
      Total liabilities     1,106,530     1,120,511  
   
 
 
COMMITMENTS AND CONTINGENCIES              

STOCKHOLDERS' EQUITY:

 

 

 

 

 

 

 
  Common stock, $0.01 par value; authorized 50,000,000 shares; 6,669,192 shares issued and outstanding     6,670     6,670  
  Additional paid-in capital     1,737,008     1,737,008  
  Notes receivable from stockholders for stock     (115,556 )   (113,275 )
  Accumulated deficit     (933,482 )   (899,186 )
   
 
 
      Total stockholders' equity     694,640     731,217  
   
 
 
TOTAL   $ 1,801,170   $ 1,851,728  
   
 
 

See accompanying notes to condensed consolidated financial statements.

F–1


americabilia.com, Inc. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2001 AND 2000

 
  Three Months
Ended
March 31, 2001

  Three Months
Ended
March 31, 2000

 
REVENUES:              
  Retail/wholesale   $ 768,208   $ 387,373  
  Cost of sales     472,709     309,132  
   
 
 
      Gross profit     295,499     78,241  
   
 
 
OPERATING EXPENSES:              
  General and administrative expenses     243,557     194,005  
  Marketing expenses     36,760     20,337  
  Depreciation and amortization     23,667     23,502  
   
 
 
      Total operating expenses     303,984     237,844  
   
 
 
LOSS FROM OPERATIONS     (8,485 )   (159,603 )
   
 
 
OTHER (EXPENSE) INCOME:              
  Interest expense     (30,106 )   (2,733 )
  Interest income and other     4,295     4,157  
   
 
 
      Total other income     (25,811 )   1,424  
   
 
 
LOSS BEFORE INCOME TAXES     (34,296 )   (158,179 )

BENEFIT FOR INCOME TAXES—

 

 

 

 

 

 

 
  Deferred tax benefit          
   
 
 
NET LOSS   $ (34,296 ) $ (158,179 )
   
 
 
EARNINGS PER SHARE:              
  Basic—              
    Net loss   $ (34,296 ) $ (158,179 )
   
 
 
  Weighted-average common shares outstanding     6,669,192     6,652,692  
   
 
 
  Loss per share   $ (0.01 ) $ (0.02 )
   
 
 

See accompanying notes to condensed consolidated financial statements.

F–2


americabilia.com, Inc. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2001

 
  Common Stock
   
  Notes
Receivable
from
Stockholders

   
   
 
 
  Additional
Paid-in
Capital

  Accumulated
Deficit

   
 
 
  Shares
  Amount
  Total
 
BALANCE, JANUARY 1, 2001   6,669,192   $ 6,670   $ 1,737,008   $ (113,275 ) $ (899,186 ) $ 731,217  
 
Interest income from notes receivables from stockholders

 

 

 

 

 

 

 

 

 

 

(2,281

)

 

 

 

 

(2,281

)
 
Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

(34,296

)

 

(34,296

)
   
 
 
 
 
 
 
BALANCE, MARCH 31, 2001   6,669,192   $ 6,670   $ 1,737,008   $ (115,556 ) $ (933,482 ) $ 694,640  
   
 
 
 
 
 
 

See accompanying notes to condensed consolidated financial statements.

F–3


americabilia.com, Inc. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2001 AND 2000

 
  Three Months
Ended
March 31, 2001

  Three Months
Ended
March 31, 2000

 
CASH FLOWS USED IN OPERATING ACTIVITIES:              
  Net loss   $ (34,296 ) $ (158,179 )
  Adjustments to reconcile net loss to net cash used in operating activities:              
    Depreciation and amortization     23,667     23,502  
    Contributed services of officers and employees           20,000  
    Changes in operating assets and liabilities:              
      Increase in trade accounts receivable     (2,908 )   (34,074 )
      Increase in inventories     (43,970 )   (203,468 )
      (Increase) decrease in prepaid assets and deposits     (7,775 )   5,861  
      Increase in other assets     (2,727 )      
      Increase (decrease) in trade accounts payable and accrued expenses     8,981     (27,188 )
      Decrease in interest payable     (16,724 )      
      Decrease in income taxes payable           (3,549 )
   
 
 
          Net cash used in operating activities     (75,752 )   (377,095 )
   
 
 
CASH FLOWS USED IN INVESTING ACTIVITIES—              
  Purchase of property and equipment     (2,899 )   (2,444 )
   
 
 
CASH FLOWS USED IN FINANCING ACTIVITIES:              
  Increase in interest receivable from loans to shareholders     (2,281 )   (2,088 )
  Proceeds from loans         3,336  
  Payments on lease obligations     (2,301 )   (2,341 )
  Repayment of loans from stockholders     (4,207 )   101,350  
   
 
 
          Net cash (used in) provided by financing activities     (8,519 )   100,257  
   
 
 
DECREASE IN CASH AND CASH EQUIVALENTS     (87,170 )   (279,282 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

147,420

 

 

323,127

 
   
 
 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 60,250   $ 43,845  
   
 
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION—Cash paid during the period for:              
    Interest   $ 46,830   $ 2,733  
   
 
 
    Taxes         $ 3,700  
         
 

See accompanying notes to condensed consolidated financial statements.

F–4


americabilia.com, Inc. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accompanying unaudited financial statements include the condensed consolidated accounts of americabilia, com, Inc. together with its subsidiaries (collectively referred to herein as the "Company"). All material intercompany balances and transactions have been eliminated. These statements have been prepared in conformity with accounting principles generally accepted in the United States of America and used in preparing the Company's annual audited consolidated financial statements but do not contain all of the information and disclosures that would be required in a complete set of audited financial statements. They should, therefore, be read in conjunction with the Company's audited consolidated financial statements and related notes thereto for the year ended December 31, 2000. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial results for the interim periods presented.

2.  STOCKHOLDERS' EQUITY—EARNINGS PER SHARE

    Basic EPS is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by common and common equivalent shares outstanding for the period. Options to purchase common stock, whose exercise price was greater than the average market price for the period, have been excluded from the computation of diluted EPS. For the three months ended March 31, 2001 and 2000, there were no dilutive options, as the options would have been anti-dilutive due to the net loss for the periods.

3.  INCOME TAXES

    Statement of Financial Accounting Standards No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. A valuation allowance has been established on the deferred tax asset at March 31, 2001 and December 31, 2000 due to the uncertainties associated with realizing such assets in the future.

4.  DEBT

    The Company extended its $350,000 line of credit to July 2001. The line of credit bears interest at nine percent and must be paid in full for at least 30 days during any 12-month period.

5.  SHAREHOLDER LOANS

    Notes payable to the Company's Chairman of the Board and President in the aggregate principal amount of $33,939 which were due in March 2001 have been extended to December 31, 2001. Significantly all of the Company's loans payable to officers are maturing beginning in the first quarter of 2002. The Company is exploring strategies regarding refinancing of this debt which includes extending the maturity dates.

6.  RECLASSIFICATIONS

    Certain prior period amounts in the consolidated financial statements have been reclassified to conform to the March 31, 2001 presentation. These reclassifications had no effect on the Company's net income.

F–5


7.  SEGMENT REPORTING

    The Company has two reportable segments based upon products offered: retail sales and corporate operations, and wholesale distribution and manufacturing.

    At March 31, 2001, the Company changed its management review process for segment operations as a result of the merger of Unique Images into Worldwide Collectibles in January 2001. The Company now reviews each segment's performance based on segment gross profit. Due to this change, the corresponding prior year data has been restated to reflect the current review process. The accounting policies of the operating segments are the same as those described in the summary of significant accounting policies in the Company's Form 10-K.

    Information pertaining to the operations of reportable segments is as follows:

For the three months ended March 31, 2001

  Retail and
Corporate

  Wholesale
Distribution and
Manufacturing

  Total
 
Revenues   $ 171,803   $ 596,405   $ 768,208  

Gross profit

 

 

71,002

 

 

224,497

 

 

295,499

 

Reconciliation of Segment Gross Profit to
Consolidated Loss from Operations

 

 

 

 

 

 

 

 

 

 

Total gross profit

 

 

 

 

 

 

 

$

295,449

 
General and administrative expenses                 243,557  
Marketing expenses                 36,760  
Depreciation and amortization                 23,667  
               
 
Loss from operations               $ (8,485 )
               
 

 

 

 

 

 

 

 

 

 

 

 
For the three months ended March 31, 2000

  Retail and
Corporate

  Wholesale
Distribution and
Manufacturing

  Total
 
 
  (Restated)

  (Restated)

  (Restated)

 
Revenues   $ 130,638   $ 256,735   $ 387,373  

Gross profit

 

 

63,394

 

 

14,847

 

 

78,241

 

Reconciliation of Segment Gross Profit to
Consolidated Loss from Operations

 

 

 

 

 

 

 

 

 

 

Total gross profit

 

 

 

 

 

 

 

$

78,241

 
General and administrative expenses                 194,005  
Marketing expenses                 20,337  
Depreciation and amortization                 23,502  
               
 
Loss from operations               $ (159,603 )
               
 

    Significantly all (over 95 percent) of the Company's sales are in the United States.

******

F–6


Item 2.        Management's Discussion and Analysis of Financial Condition and Results of Operation

OVERVIEW

    The following discussion should be read in conjunction with, and is qualified in its entirety by our unaudited consolidated financial statements as of and for the three months ended March 31, 2001 and 2000. The period from January 1, 2000 through March 31, 2000 is referred to herein as the "March 2000 quarter" while the period from January 1, 2001 through March 31, 2001 is referred to herein as the "March 2001 quarter".

REVENUES

    The Company's revenues increased $380,835 from $387,373 in the March 2000 quarter to $768,208 in the March 2001 quarter. The increase is due to attaining several new key customers and improved sales to existing customers. In the March 2001 quarter, sales in the Retail and Corporation segment were $171,803 compared to $130,638 for the March 2000 quarter. Sales in the Wholesale Distribution and Manufacturing segment for the March 2001 quarter were $596,405 compared to $256,735 for the March 2000 quarter.

EXPENSES

    Costs of sales in the March 2001 quarter were $472,709, or 61.5% of sales compared to $309,132 or 79.8% of sales in the March 2000 quarter. This decrease was a result of a change in the mix of goods sold to higher margin goods.

    General and administrative expenses increased $49,552 from $194,005 in the March 2000 quarter to $243,557 in the March 2001 quarter due to the Company adding staff to support increased sales.

    Marketing expenses increased by $16,423 in the March 2001 quarter from $20,337 in the March 2000 quarter as the Company increased its sales of product sold on the eBay web site. Each product sold on eBay generates a marketing fee to the Company. Marketing expenses as a percentage of revenues remained level at 5% for both quarters. Several officers of the Company were not receiving salaries in the March 2000 quarter. Contributed salary expense of $20,000 has been recognized in the form of contributed capital during the March 2000 quarter. No contributed salary expenses was recognized during the March 2001 quarter.

OTHER INCOME (EXPENSE)

    Interest expense in the March 2001 quarter was $30,106 due to debt carried by the Company that did not exist in the March 2000 quarter. Interest and other income for the March 2001 quarter was $4,295 due to available and interest bearing cash in the March 2001 quarter that did not exist in the March 2000 quarter as well as interest earned on the loans to shareholders of $2,281. Loans to shareholders relates to stock issued in exchange for loans receivable in 1999.

LOANS FROM RELATED PARTIES

    Notes payable to the Company's Chairman of the Board and President in the aggregate principal amount of $33,939 which were due in March 2001 have been extended to December 31, 2001.

NET LOSS

    The Net Loss in the March 2001 quarter compared to the March 2000 quarter decreased by $123,883 from $158,179 to $34,296 due to additional sales, net of direct costs, in fiscal 2001 compared to fiscal 2000 and as a result of corporate operations.

3


LIQUIDITY AND CAPITAL RESOURCES

    At March 31, 2001, the Company had cash and cash equivalents of $60,250. The Company had working capital of $360,878 and stockholders' equity of $694,640. Cash decreased by $87,170 during the March 2001quarter as compared to December 31, 2000. The decrease was primarily a result of inventory purchases of $43,970 and the loss from operations of $34,296.

    Cash flow from future operations is expected to be sufficient to pay operating costs of the Company during the remainder of fiscal 2001. However the Company expects to raise additional funds through a combination of private placements, public offerings of its stock or bank loans in order to expand operations and increase its technical infrastructure and inventory. However, there can be no assurance that any additional financing, if needed to meet liquidity needs, will be available to the Company on favorable terms or at all. There can be no assurance that the Company's estimate of foreseeable liquidity needs is accurate or that no new business developments or other unforeseen events will not occur, any of which could result in the need to raise additional funds. The Company expects that the adequacy of its operating cash flow will depend upon:

    customer acceptance of its products;

    the continued development of the Internet market as a source for its products;

    the intensity of competition;

    the efficiency of operations;

    the depth of customer demand, and the effectiveness of its marketing and promotional efforts.

    Significantly all of the Company's loans payable to officers are maturing beginning in the first quarter of 2002. The Company is exploring strategies regarding refinancing of this debt which includes extending the maturity dates.

RECENTLY ADOPTED ACCOUNTING STANDARDS

    The Financial Accounting Standards Board recently issued FAS No. 133, "Accounting for Derivatives" which was effective for the Company on January 1, 2001. The Company adopted this pronouncement on January 1, 2001. The adoption had no effect on the financial statements or results of operations.

FORWARD-LOOKING STATEMENTS

    The Private Securities Litigation Reform Act provides a "safe harbor" for certain forward-looking statements. Certain matters discussed in this filing could be characterized as forward-looking statements such as statements relating to plans for future expansion, as well as other capital spending, financing sources and effects of regulation and competition. Such forward-looking statements involve important risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements.


Item 3.        Quantitative and Qualitative Disclosures About Market Risk

    The Company invests its cash and cash equivalents in FDIC insured savings accounts which, by their nature, are not subject to significant interest rate fluctuation.

    As of March 31, 2001, the Company had $913,199 in borrowings. The borrowings are related to a bank line of credit, with a fixed interest rate, capitalized leases and loans from officers and directors which, by their nature, are not subject to interest rate fluctuations.

4



PART II—OTHER INFORMATION


Item 1.        LEGAL PROCEEDINGS.

    Not applicable.


Item 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS.

    Not applicable.


Item 3.        DEFAULTS UPON SENIOR SECURITIES.

    Not applicable.


Item 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    Not applicable.


Item 5.        OTHER INFORMATION.

    Not applicable.


Item 6.        EXHIBITS AND REPORTS ON FORM 8-K.

    (a)
    EXHIBITS

    None.

    (b)
    REPORTS ON FORM 8-K

    None.

5



SIGNATURES

    In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    AMERICABILIA.COM, INC.
    (Registrant)

 

 

 

 

 

Dated: May 15, 2001

 

By:

 

/s/ 
GARY MOORE   
Gary Moore,
President (Principal Executive Officer and Principal Financial Officer)

 

 

 

 

 

Dated: May 15, 2001

 

By:

 

/s/ 
DIXIE L. CARTWRIGHT   
Dixie L. Cartwright,
Treasurer (Principal Accounting Officer)

6




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PART I—FINANCIAL INFORMATION
Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
Item 3. Quantitative and Qualitative Disclosures About Market Risk
PART II—OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Item 5. OTHER INFORMATION.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
SIGNATURES