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Thursday, 03/28/2013 4:05:53 PM

Thursday, March 28, 2013 4:05:53 PM

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GAMR reports .08c....Great American Group Announces Improved Fourth Quarter and Full Year 2012
Financial Results


WOODLAND HILLS, CA, Mar 28, 2013 (MARKETWIRE via COMTEX) -- Great American
Group, Inc.(R) (OTCBB: GAMR) ("Great American Group" or the "Company"), a
leading provider of asset disposition, valuation and appraisal services, today
announced financial results for its fourth quarter and full year ended December
31, 2012.





-- Fiscal 2012 total revenues of $83.9 million, a 32.1% increase from

$63.5 million a year ago

-- Fiscal 2012 net income of $3.5 million, versus net income of $0.6

million from a year ago

-- Fiscal 2012 diluted earnings per share of $0.12, versus diluted

earnings per share of $0.02 from a year ago



"During fiscal 2012 we experienced significant year-over-year improvements in
our financial results with a strong increase in revenues and profitability, as
business activity across a number of our divisions improved from prior year
levels," said Andrew Gumaer, Chief Executive Officer of Great American Group.
Mr. Gumaer added, "GA Europe, GA Appraisals, and GA Keen Realty are three of our
divisions that experienced significant increases in business activity in 2012
and helped to drive our overall financial performance. The positive
contributions from all three divisions helped to diversify Great American's
revenues and offset a decline in activity in our US Retail business. We are
pleased with the growth that each of these three divisions have experienced over
the last several years and hope to continue our investment in their future
development."

Fourth Quarter Results

For the fourth quarter, the Company reported total revenues of $30.7 million, a
significant increase from revenues of $11.4 million in the fourth quarter of
2011. Revenues from services and fees were $24.5 million, compared to $10.5
million in the same period the prior year. Revenues from sale of goods were $6.3
million, compared to $0.9 million in the fourth quarter of 2011. The increase in
total revenues during the quarter was primarily due to increases in the UK
Retail Stores segment, as well as the retail liquidation segment that
participated in the liquidation of Comet, a 236 store electronics chain in the
United Kingdom. The Company's results include the consolidation of Shoon, the UK
shoe retailer in which the Company invested last May. Shoon contributed $10.2
million of revenue and net income of $0.5 million to our Company's consolidated
results in 2012.

Direct cost of services was $7.8 million, compared to $3.8 million a year ago.
The increase in direct cost of services was primarily the result of an increase
in costs incurred as result of services performed in connection with the Comet
liquidation engagement during the fourth quarter of 2012. Cost of goods sold was
$4.3 million in the fourth quarter of 2012, compared to $1.1 million in the
fourth quarter of the prior year.

Selling, general and administrative expenses increased to $13.7 million,
compared to $6.1 million in the fourth quarter of 2011. The increase in selling,
general and administrative expenses was primarily attributed to increases in
payroll and operating expenses from the ongoing expansion of the Company's UK
operations and the operating expenses of Shoon.

Operating income for the fourth quarter of 2012 was $4.9 million, compared to
$0.3 million during the fourth quarter of 2011.

Interest expense during the fourth quarter of 2012 declined to $0.7 million from
$1.0 million in the same period a year ago. The decline in interest expense was
primarily the result of a decrease in US retail liquidation activity that
required borrowings from our line of credit in 2011.

Pretax income was $4.1 million compared to pretax loss of $0.5 million in the
fourth quarter of 2011. Net income was $2.4 million, or $0.08 per diluted share,
compared to net loss of $0.7 million, or $0.02 per diluted share in the fourth
quarter of 2011.

Twelve Months Ended December 31, 2012

For the twelve months of 2012, the Company reported improved total revenues of
$83.9 million, compared to $63.5 million in the twelve months of 2011. Revenues
from services and fees were $65.6 million, compared to $60.6 million a year ago.
Sales of goods were $18.3 million compared to $2.9 million in the same period of
2011.

Total operating expenses were $76.5 million, compared to $56.1 million in 2011.
Operating income was $7.4 million, flat compared to the prior year. Pretax
income was $6.3 million, compared to $2.7 million during the twelve months of
2011. The Company recorded a provision for income taxes of $1.9 million compared
to $2.1 million in the same period of 2011. Net income during the twelve months
of 2012 was $3.5 million, or $0.12 per diluted share, compared with $0.6
million, or $0.02 in the same period of 2011.

Adjusted EBITDA for the twelve months of 2012 was $8.7 million compared to $8.5
million in 2011.

Financial Position

At December 31, 2012, the Company had $18.7 million in cash and cash equivalents
and $7.9 million of restricted cash, an increase compared to $15.0 million of
cash and cash equivalents at December 31, 2011.

Conference Call

The Company will host a conference call today at 4:30 p.m. ET, to discuss
results for the fourth quarter ended December 31, 2012. To participate in the
event by telephone, please dial (877) 407-0789, 10 minutes prior to the start
time (to allow time for registration) and use conference ID # 408841.
International callers should dial (201) 689-8562. A digital replay will be
available beginning March 28, 2013, at 7:30 p.m. ET, through April 4, 2013, at
11:59 p.m. ET. To access the replay, dial (877) 870-5176 (U.S.), and use
passcode 408841. International callers should dial (858) 384-5517 and enter the
same passcode.

The call will also be broadcast over the Internet and can be accessed on the
Investor Relations section of the Company's website at www.greatamerican.com. A
replay of the call will also be available for 90 days on the website.

About Great American Group, Inc. (OTCBB: GAMR)

Great American Group is a leading provider of asset disposition and auction
solutions, advisory and valuation services, capital investment, and real estate
advisory services for an extensive array of companies. A trusted strategic
partner at every stage of the business lifecycle, Great American Group
efficiently deploys resources with sector expertise to assist companies,
lenders, capital providers, private equity investors and professional service
firms in maximizing the value of their assets. The company has in-depth
experience within the retail, industrial, real estate, healthcare, energy and
technology industries. The corporate headquarters is located in Woodland Hills,
Calif. with additional offices in Atlanta, Boston, Charlotte, N.C., Chicago,
Dallas, New York, San Francisco and London. For more information, call (818)
884-3737 or visit www.greatamerican.com.

Forward-Looking Statements

This press release may contain forward-looking statements by Great American
Group that are not based on historical fact, including, without limitation,
statements containing the words "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates" and similar expressions and statements. Because
these forward-looking statements involve known and unknown risks and
uncertainties, there are important factors that could cause actual results,
events or developments to differ materially from those expressed or implied by
these forward-looking statements. Such factors include those risks described
from time to time in Great American Group's filings with the SEC, including,
without limitation, the risks described in Great American Group's proxy
statement/prospectus filed with the SEC on July 19, 2012, and its Annual Report
on Form 10-K for the year ended December 31, 2011. These factors should be
considered carefully and readers are cautioned not to place undue reliance on
such forward-looking statements. All information is current as of the date this
press release is issued, and Great American Group undertakes no duty to update
this information.

Note Regarding Use of Non-GAAP Financial Measures

Certain of the information set forth herein, including Adjusted EBITDA, may be
considered non-GAAP financial measures. Great American Group believes this
information is useful to investors because it provides a basis for measuring
Great American Group's performance against the contingent share earnout
provisions in the AAMAC transaction. In addition, Great American Group's
management uses these non-GAAP financial measures along with the most directly
comparable GAAP financial measures in evaluating Great American Group's
operating performance, capital resources and cash flow. Non-GAAP financial
measures should not be considered in isolation from, or as a substitute for,
financial information presented in compliance with GAAP, and non-financial
measures as reported by Great American Group may not be comparable to similarly
titled amounts reported by other companies.







GREAT AMERICAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)



December 31, December 31,

2012 2011

------------- -------------



Assets

Current assets:

Cash and cash equivalents $ 18,721 $ 15,034

Restricted cash 7,923 -

Accounts receivable, net 16,591 7,482

Advances against customer contracts 2,441 5,276

Inventory 2,216 -

Goods held for sale or auction 10,196 12,934

Loan receivable - 8,306

Note receivable - related parties 611 3,844

Deferred income taxes 4,114 4,460

Prepaid expenses and other current assets 1,145 1,110

------------- -------------

Total current assets 63,958 58,446

Property and equipment, net 970 916

Goodwill 5,688 5,688

Other intangible assets, net 140 140

Deferred income taxes 9,484 10,504

Other assets 343 664

------------- -------------

Total assets $ 80,583 $ 76,358

============= =============



Liabilities and Equity (Deficit)

Current liabilities:

Accounts payable and accrued liabilities $ 16,886 $ 13,718

Auction and liquidation proceeds payable 864 18

Mandatorily redeemable noncontrolling

interests 2,856 3,408

Revolving credit facility 2,304 1,942

Current portion of long-term debt 1,724 1,724

Notes payable 9,628 11,555

Current portion of capital lease obligation 13 29

------------- -------------

Total current liabilities 34,275 32,394

Capital lease obligation, net of current

portion - 13

Long-term debt, net of current portion 50,483 52,207

------------- -------------

Total liabilities 84,758 84,614

------------- -------------

Commitments and contingencies

Great American Group, Inc. stockholders'

equity (deficit):

Preferred stock, $0.0001 par value;

10,000,000 shares authorized; none issued - -

Common stock, $0.0001 par value; 135,000,000

shares authorized; 30,002,975 and

31,001,609 issued and outstanding as of

December 31, 2012 and 2011, respectively 4 4

Additional paid-in capital 3,082 3,177

Retained earnings (deficit) (7,669) (11,190)

Accumulated other comprehensive income

(loss) (520) (247)

------------- -------------

Total Great American Group, Inc.

stockholders' equity (deficit) (5,103) (8,256)

Noncontrolling interests 928 -

------------- -------------

Total equity (deficit) (4,175) (8,256)

------------- -------------

Total liabilities and equity (deficit) $ 80,583 $ 76,358

============= =============





GREAT AMERICAN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except share data)



Three Months Ended

December 31, Year Ended December 31,

------------------------ ------------------------

2012 2011 2012 2011

----------- ----------- ----------- -----------

Revenues:

Services and fees $ 24,470 $ 10,480 $ 65,624 $ 60,627

Sale of goods 6,260 887 18,312 2,899

----------- ----------- ----------- -----------

Total revenues 30,730 11,367 83,936 63,526

----------- ----------- ----------- -----------

Operating expenses:

Direct cost of

services 7,814 3,845 23,911 19,749

Cost of goods sold 4,301 1,104 12,750 3,391

Selling, general and

administrative 13,679 6,098 39,834 32,946

----------- ----------- ----------- -----------

Total operating

expenses 25,794 11,047 76,495 56,086

----------- ----------- ----------- -----------

Operating income

(loss) 4,936 320 7,441 7,440

Other income (expense):

Other income (expense) - 13 - -

Interest income 15 67 201 476

Loss from equity

investment in Great

American Real Estate,

LLC (165) 153 (120) (369)

Gain from bargain

purchase - - 1,366 -

Interest expense (661) (1,011) (2,612) (4,885)

----------- ----------- ----------- -----------

Income (loss) before

benefit (provision)

for income taxes 4,125 (458) 6,276 2,662

Benefit (provision) for

income taxes (1,549) (196) (1,936) (2,060)

----------- ----------- ----------- -----------

Net income (loss) 2,576 (654) 4,340 602

Net income attributable

to noncontrolling

interests 194 - 819 -

----------- ----------- ----------- -----------

Net income (loss)

attributable to

Great American

Group, Inc. $ 2,382 $ (654) $ 3,521 $ 602

=========== =========== =========== ===========



Basic earnings (loss)

per share $ 0.08 $ (0.02) $ 0.12 $ 0.02

Diluted earnings (loss)

per share $ 0.08 $ (0.02) $ 0.12 $ 0.02



Weighted average basic

shares outstanding 28,682,975 28,681,609 28,682,975 28,539,651

Weighted average diluted

shares outstanding 29,614,252 28,681,609 29,614,252 29,408,466





GREAT AMERICAN GROUP, LLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(Dollars in thousands)



Year ended December 31,

------------------------

2012 2011

----------- -----------

Cash flows from operating activities:

Net income (loss) $ 4,340 $ 602

Adjustments to reconcile net income (loss) to

net cash provided by (used in) operating

activities:

Depreciation and amortization 835 981

Provision for doubtful accounts 108 424

Impairment of goods held for sale or auction 194 159

Share-based payments - 431

Effect of foreign currency on operations (98) (14)

Noncash interest expense - 1,083

Amortization of discount on note payable - 609

Loss on equity investment in Great American

Real Estate, LLC 120 369

Gain from bargain purchase (1,366) -

Loss on disposal of assets 3 4

Deferred income taxes 1,366 1,871

Change in fair value of mandatorily redeemable

noncontrolling interests - (83)

Income allocated to mandatorily redeemable

noncontrolling interests 1,928 3,934

Change in operating assets and liabilities:

Accounts receivable and advances against

customer contracts (6,172) (7,032)

Inventory 1,618 -

Goods held for sale or auction 2,361 224

Loan receivable 8,519 (8,306)

Prepaid expenses and other assets (33) 1,093

Accounts payable and accrued expenses 1,641 3,300

Auction and liquidation proceeds payable 846 (1,694)

----------- -----------

Net cash (used in) provided by operating

activities 16,210 (2,045)

----------- -----------

Cash flows from investing activities:

Acquisition of business (1,246) -

Purchase of noncontrolling interest in

subsidiary (95) -

Purchases of property and equipment (634) (264)

Proceeds from sale of property and equipment 21 -

Decrease (increase) in notes receivable -

related party 3,233 2,706

Equity investment in Great American Real Estate,

LLC (120) (1,202)

Decrease (increase) in restricted cash (7,923) -

----------- -----------

Net cash provided by (used in) investing

activities (6,764) 1,240

----------- -----------

Cash flows from financing activities:

Proceeds from revolving line of credit 362 1,942

Proceeds from note payable - 7,000

Repayment of notes payable and capital lease

obligations (2,138) (7,786)

Repayments of long-term debt (1,724) (1,724)

Payment of employment taxes on vesting of

restricted stock - (132)

Proceeds from formation of noncontrolling

interests 78 -

Distributions to noncontrolling interests (2,466) (3,301)

----------- -----------

Net cash (used in) provided by financing

activities (5,888) (4,001)

Effect of foreign currency on cash 129 (240)

----------- -----------

Net (decrease) increase in cash and cash

equivalents 3,687 (5,046)

Cash and cash equivalents, beginning of year 15,034 -

----------- -----------

Cash and cash equivalents, end of year $ 18,721 $ (5,046)

=========== ===========





GREAT AMERICAN GROUP, INC. AND SUBSIDIARIES

ADJUSTED EBITDA RECONCILIATION

(Dollars in thousands)



Three Months Ended

December 31,

------------------------

2012 2011

----------- -----------

Adjusted EBITDA Reconciliation:



Net income (loss) as reported $ 2,382 $ (654)



Adjustments:

Provision (benefit) for income taxes 1,549 196

Interest expense 661 1,011

Interest income (15) (67)

Depreciation and amortization 224 356

Share based compensation - -

----------- -----------



Total EBITDA adjustments 2,419 1,496

----------- -----------



Adjusted EBITDA $ 4,801 $ 842

=========== ===========





Year Ended December 31,

------------------------

2012 2011

----------- -----------

Adjusted EBITDA Reconciliation:



Net income (loss) as reported $ 3,521 $ 602



Adjustments:

Provision (benefit) for income taxes 1,936 2,060

Interest expense 2,612 4,885

Interest income (201) (476)

Depreciation and amortization 835 981

Share based compensation - 431

----------- -----------



Total EBITDA adjustments 5,182 7,881

----------- -----------



Adjusted EBITDA $ 8,703 $ 8,483

=========== ===========








Investor Contacts:



Great American Group

Phil Ahn

SVP, Strategy & Corporate Development

818-884-3737



Addo Communications

Patricia Nir

310-829-5400





SOURCE: Great American Group, Inc.

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