<PAGE> 1
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UNITED STATES 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: JANUARY 1, 2000
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: 0-27887
COLLECTORS UNIVERSE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0846191
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
1936 DEERE STREET, SANTA ANA, CALIFORNIA 92705
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 567-1234
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (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 [ ]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASS OUTSTANDING AT FEBRUARY 6, 2000:
----- --------------------------------
COMMON STOCK $.001 PAR VALUE. 24,425,076
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<PAGE> 2
COLLECTORS UNIVERSE, INC.
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets ...................... 3, 4
January 1, 2000 and June 30, 1999
Condensed Consolidated Statements of Operations ............... 5
Three months and six months ended January 1, 2000 and
December 31, 1998
Condensed Consolidated Statements of Cash Flows ..............6
Six months ended January 1, 2000 and December 31, 1998
Notes to Condensed Consolidated Financial Statements ....... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 11-17
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ............................... 17
SIGNATURES .................................................................. 18
EXHIBIT INDEX ............................................................... 19
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 1, 2000 AND JUNE 30, 1999
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
JANUARY 1, JUNE 30,
2000 1999
---------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $22,267 $ 1,852
Accounts receivable, net 2,324 2,026
Inventories, net 4,096 3,148
Prepaid expenses and other 802 514
Deferred taxes 218 218
------- -------
Total current assets 29,707 7,758
Property and equipment, net 1,435 1,201
Note receivable from related party 168 178
Other assets 362 167
Goodwill, net 5,505 5,599
Deferred taxes 637 637
------- -------
$37,814 $15,540
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE> 4
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 1, 2000 AND JUNE 30, 1999
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
JANUARY 1, JUNE 30,
2000 1999
--------- --------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 1,666 $ 2,430
Accrued liabilities 1,002 856
Accrued compensation and benefits 498 524
Deferred revenue 1,895 1,616
Income taxes payable 501 16
-------- --------
Total current liabilities 5,562 5,442
Stockholders' equity:
Preferred stock, $.001 par value; 5,000 shares authorized; no shares issued or -- --
outstanding
Common stock, $.001 par value; 45,000 shares authorized; 24,425 issued and
outstanding at January 1, 2000
and 20,282 issued and outstanding at June 30, 1999 24 20
Additional paid-in capital 33,281 11,586
Retained earnings (deficit) (1,053) (1,508)
-------- --------
Total stockholders' equity 32,252 10,098
-------- --------
$ 37,814 $ 15,540
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE> 5
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ -------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net revenues $ 9,762 $ 4,194 $18,727 $ 8,151
Cost of revenues 4,255 1,515 8,292 2,852
------- -------- ------- --------
Gross profit 5,507 2,679 10,435 5,299
Operating expenses:
Selling, general and administrative
expenses 4,556 2,729 9,320 5,099
Amortization of goodwill 199 8 394 16
Stock-based compensation 18 -- 33 --
------- -------- ------- --------
Total operating expenses 4,773 2,737 9,747 5,115
Operating income (loss) 734 (58) 688 184
Interest income, net 232 7 250 13
Minority interest -- (12) -- (44)
------- -------- ------- --------
Income (loss) before income taxes 966 (63) 938 153
Provision (benefit) for income taxes 457 (1) 484 2
------- -------- ------- --------
Net income (loss) $ 509 $ (62) $ 454 $ 151
======= ======== ======= ========
Net income (loss) per share,
basic and diluted $ 0.02 $ (0.00) $ 0.02 $ 0.01
======= ======== ======= ========
Weighted average shares outstanding:
Basic 22,914 16,097 21,622 16,095
Diluted 24,376 16,097 22,872 16,095
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE> 6
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------
JANUARY 1, DECEMBER 31,
2000 1998
---------- ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 454 $ 151
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 690 116
Stock-based compensation 33 --
Changes in assets and liabilities:
Accounts receivable (298) (932)
Inventories (948) (49)
Prepaids and other assets (478) 71
Accounts payable and accrued liabilities (645) 45
Minority Interest -- (164)
Deferred revenue 279 952
Income taxes 485 --
-------- -----
Net cash flows (used in) provided by operating activities (428) 190
INVESTING ACTIVITIES:
Capital expenditures (529) (348)
Advances on notes receivable -- (401)
Collections on note receivable 10 1
-------- -----
Net cash used in investing activities (519) (748)
FINANCING ACTIVITIES:
Cash paid for acquisition (300) --
Proceeds from exercise of stock options 302 --
Proceeds from short term borrowing -- 700
Proceeds from sale of treasury stock 21,360 116
-------- -----
Net cash provided from financing activities 21,362 816
-------- -----
Net increase in cash and cash equivalents 20,415 258
Cash and cash equivalents at beginning of year 1,852 612
-------- -----
Cash and cash equivalents at end of period $ 22,267 $ 870
======== =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $-- $--
Income taxes $-- $--
</TABLE>
See accompanying notes to consolidated financial statements
6
<PAGE> 7
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except share data)
(unaudited)
1. Significant Accounting Policies
Principles of Consolidation
The condensed consolidated financial statements for the three-month and
six-month periods ended December 31, 1998 includes the accounts of our
predecessor corporation, Professional Coin Grading Service, Inc. (PCGS)
and its majority-owned subsidiaries, Superior Sportscard Auctions
(Superior) and Internet Universe (IU), in which PCGS had a 60% and 55%
ownership interest, respectively. The consolidated financial statements
for the three-month and six-month periods ended January 1, 2000 include
the accounts of PCGS and the accounts of Lyn F. Knight Rare Coins, Inc.
and Kingswood Coin Auctions, which were acquired on February 5, 1999.
In addition, on February 5, 1999 we acquired the remaining ownership
interests in Superior and IU, which resulted in the full consolidation
of these entities from the date of acquisition. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Unaudited Interim Financial Information
The interim consolidated financial statements as of January 1, 2000
have been prepared by Collectors Universe, Inc. ("Collectors" or the
"Company") pursuant to the rules and regulations of the Securities and
Exchange Commission (the "SEC") for interim financial reporting. These
consolidated statements are unaudited and, in the opinion of
management, include all adjustments (consisting of normal recurring
adjustments and accruals) necessary to present fairly the consolidated
balance sheets, consolidated operating results, and consolidated cash
flows for the periods presented in accordance with generally accepted
accounting principles. The consolidated balance sheet at June 30, 1999
has been derived from the audited consolidated financial statements at
that date. Operating results for the three-month and six-month periods
ended January 1, 2000 are not necessarily indicative of the results
that may be expected for the year ending July 1, 2000. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the rules and
regulations of the SEC. These consolidated financial statements should
be read in conjunction with the audited consolidated financial
statements as of and for the fiscal year ended June 30, 1999, and
accompanying notes, included in the Company's Prospectus dated November
4, 1999 filed with the SEC under Rule 424(b) of the Securities Act of
1933. Certain prior period amounts have been reclassified to conform to
the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of 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.
7
<PAGE> 8
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(amounts in thousands, except share data)
(unaudited)
2. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
JANUARY 1, JUNE 30,
2000 1999
---------- --------
<S> <C> <C>
Coins and currency $ 2,540 $ 1,551
Sportscards and sports memorabilia 878 837
Records 661 631
Other collectibles 261 290
------- -------
4,290 3,309
Less inventory reserve (194) (161)
------- -------
Inventories, net $ 4,096 $ 3,148
======= =======
</TABLE>
3. Property and Equipment
Property and equipment consist of the following:
<TABLE>
<CAPTION>
JANUARY 1, JUNE 30,
2000 1998
---------- --------
<S> <C> <C>
Coins and sportscard grading reference sets $ 40 $ 40
Computer hardware and equipment 1,352 1,114
Computer software 384 298
Equipment 975 790
Furniture and office equipment 627 615
Leasehold improvements 106 106
------- -------
$ 3,484 $ 2,963
Less accumulated depreciation and amortization (2,049) (1,762)
------- -------
Property and equipment, net $ 1,435 $ 1,201
======= =======
</TABLE>
4. Goodwill
Goodwill arises from business acquisitions. Goodwill was $5,505, net of
accumulated amortization of $776, as of January 1, 2000. Goodwill was
$5,599, net of accumulated amortization of $382, as of June 30, 1999.
8
<PAGE> 9
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(amounts in thousands, except share data)
(unaudited)
5. Net Income (Loss) Per Share
Net income (loss) per share is determined in accordance with Financial
Accounting Standards Board Statement on Financial Accounting Standards
No. 128, "Earnings Per Share." Net income (loss) per share for the
three-month and six-month periods ended January 1, 2000 and December
31, 1998 is computed as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ ------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net Income (Loss) Applicable to Common
Stockholders $ 509 $ (62) $ 454 $ 151
======= ======== ======= =======
Basic Net Income (Loss) Per Share
Weighted average shares outstanding used in computation
of net income (loss) per share:
Basic 22,914 16,097 21,622 16,095
Diluted 24,376 16,097 22,872 16,095
Net income (loss) per share, basic
and diluted $ 0.02 $ (0.00) $ 0.02 $ 0.01
======= ======== ======= =======
</TABLE>
6. Stock Compensation Expense
Stock-based compensation is composed of stock-based charges related to
the grant of stock options after June 30, 1999 and prior to our initial
public offering at a price that was lower than the initial offering
price.
7. Segment Information
<TABLE>
<CAPTION>
THREE MONTHS ENDED JANUARY 1, 2000
-------------------------------------
GRADING AUCTION TOTAL
------- ------- ------
<S> <C> <C> <C>
Net revenues $5,736 $ 4,026 $9,762
====== ======= ======
Operating income (loss) $1,957 $(1,344) $ 613
Unallocated operating income 353
------
Consolidated operating income $ 966
======
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31, 1998
------------------------------------
GRADING AUCTION TOTAL
------- ------- -----
<S> <C> <C> <C>
Net revenues $ 3,629 $ 565 $4,194
======= ===== ======
Operating income (loss) $ 751 $(501) 250
Unallocated operating expenses (313)
------
Consolidated operating (loss) $ (63)
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
SIX MONTHS ENDED JANUARY 1, 2000
-------------------------------------
GRADING AUCTION TOTAL
------- ------- -----
<S> <C> <C> <C>
Net revenues $11,670 $ 7,057 $18,727
======= ======= =======
Operating income (loss) $ 3,824 $(3,134) 690
Unallocated operating income 248
-------
Consolidated operating income $ 938
=======
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED DECEMBER 31, 1998
-------------------------------------
GRADING AUCTION TOTAL
------- ------- ------
<S> <C> <C> <C>
Net revenues $ 7,109 $ 1,042 $8,151
======= ======= ======
Operating income (loss) $ 1,715 $ (893) 822
Unallocated operating expense (669)
------
Consolidated operating income $ 153
======
</TABLE>
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following "Management's Discussion and Analysis of Financial Condition and
Results of Operations" includes "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. This Act provides a
"safe harbor" for forward-looking statements to encourage companies to provide
prospective information about themselves so long as they identify these
statements as forward-looking and provide meaningful cautionary statements
identifying important factors that could cause actual results to differ from the
projected results. All statements other than statements of historical fact we
make in this Form 10-Q are forward-looking. In particular, any statements that
we make in this Form 10Q regarding industry prospects or our future results of
operations or financial position are forward-looking statements. Forward-looking
statements reflect our current expectations and are inherently uncertain. Our
actual results may differ significantly from our expectations. The section
entitled "Additional Factors That May Affect Future Results" describes some, but
not all, of the factors that could cause these differences.
OVERVIEW
Collectors Universe provides authentication and grading services for rare coins
and sportscards and authentication services for autographs. In most instances,
fees for authentication and grading services are prepaid. We also conduct
Internet, telephone and in-person auctions of rare coins, sportscards, sports
memorabilia, rare currency, rare records and other high-end collectibles.
Collectibles constituting approximately 70% of the aggregate sales prices of
collectibles sold at our auctions are consigned to us by third parties, and we
receive commissions, usually from both sellers and buyers, when the consigned
collectibles are sold. Approximately 30% of the dollar value of collectibles we
sell at our auctions is comprised of collectibles that we purchase for resale at
our auctions, and we record the sale prices of those collectibles as revenues
when they are sold.
The gross margin on sales of consigned collectibles is significantly higher than
the gross margin on sales of purchased collectibles, because we realize
commissions on sales of consigned collectibles without having to incur any
significant associated costs. By contrast, upon the sale of purchased
collectibles, we record the costs of acquiring those collectibles, which are
usually a significant percentage of the selling price. As a result, the sale of
purchased collectibles reduces our overall auction margins to a level that is
below that realized for authentication and grading services. Consequently, our
gross margin in future periods will depend not only upon the mix between auction
revenues and grading revenues, but also upon the mix between consigned
collectibles and purchased collectibles sold at our auctions.
We originally incorporated in 1986 under the name Professional Coin Grading
Service, Inc., which we usually refer to as "PCGS". In February 1999 we
incorporated Collectors Universe, Inc. in Delaware to become the parent holding
company of PCGS and to acquire (i) the currency auction business of Lyn F.
Knight Rare Coins, Inc., (ii) the coin auction business of Kingswood Coin
Auctions, and (iii) the minority ownership interests in two of our
majority-owned subsidiaries, Superior Sportscard Auctions and Internet Universe,
thereby increasing our ownership in those two subsidiaries to 100%. The primary
purpose of those acquisitions was to expand the variety of collectibles that we
sell, bring us additional expertise from the former owners of these businesses,
who continue to manage the acquired businesses for our Company, and add to our
customer base and sources of supply. Those acquisitions were completed in a
single transaction, effective as of February 5, 1999, by means of a
reorganization intended to qualify for non-recognition treatment under Section
351 of the Internal Revenue Code of 1986. In the reorganization, Collectors
Universe paid $2,100,000 in cash and issued to the owners of the acquired
companies an aggregate of 1,689,648 shares of our common stock. In March 1999
the Company sold 1,284,800 shares of our common stock in a private placement at
a price of $5.00 per share. On November 5, 1999, we sold 4,000,000 shares of our
common stock, at a price of $6.00 per share, in our initial public offering that
was registered under the Securities Act of 1933, as amended.
11
<PAGE> 12
Throughout the quarter ended December 31, 1998, PCGS was an "S" corporation for
federal and state income tax purposes under the Internal Revenue Code and,
accordingly, all federal income taxes, and substantially all state income taxes,
were payable by our stockholders, rather than by PCGS. The provision made for
income taxes in the quarter ended December 31, 1998 is the result of a 1.5%
California franchise tax assessed on S corporations. The "S" election terminated
as a result of the acquisitions described above that were consummated as of
February 5, 1999. As a result, from and after February 5, 1999, and including
the quarter ended January 1, 2000, the Company has been and will continue to be
subject to federal and state income taxation at applicable corporate rates.
RESULTS OF OPERATIONS
Net Revenues
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- ---------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Net Revenues $9,762 $4,194 $18,727 $8,151
</TABLE>
Net revenues include fees for grading and authentication of rare coins and
sportscards, revenues from sales of owned collectibles and commissions on sales
of consigned collectibles sold in our auctions. Net revenues for the second
fiscal quarter ended January 1, 2000 increased 133% over the prior year's second
quarter. For the six months ended January 1, 2000, net revenues increased 130%
over the prior six-month period. Grading and authentication revenues increased
58% in the second quarter to $5,736 from $ 3,629 in the same quarter of the
prior fiscal year. For the six months ended January 1, 2000, grading and
authentication revenue increased 64% over the corresponding six months of fiscal
1999 to $11,670. The increase for both the three and six-month periods resulted
from significantly higher submission rates for sportscards while submission
rates for coins were stable. Auction revenue increased 613% in the current
quarter to $4,026 from $565 in the prior year and increased 577% for the six
months ended January 1, 2000. The percent of owned collectibles sold at auctions
was approximately 30% for both the current quarter and six months ended January
1, 2000. The acquisitions of Kingswood Coin Auctions and Lyn F. Knight Rare
Coins in February 1999 added approximately $954 and $1,912 of auction revenue
respectively to the second quarter and six months ended January 1, 2000.
Gross Profit
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- -------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Gross Profit $5,507 $2,679 $10,435 $ 5,299
Gross Profit Margin 56.4% 63.9% 55.7% 65.0%
</TABLE>
Gross profit is the difference between net revenues and cost of revenues. Cost
of revenues consists of labor to grade coins and sportscards, production costs,
printing, credit cards fees, warranty expense and the cost of purchased
collectibles sold in our auctions. Gross profit increased 106% for the current
quarter to $5,507 but declined as a percent of net revenues to 56.4% from 63.9%
the prior fiscal year. This decrease in gross profit margin is primarily
attributable to the revenue mix between grading services and auction revenue,
because we realize lower margins on auction sales than we generate on our
authentication and grading services. For the second quarter, auction revenue was
approximately 41% of total revenue compared to approximately 14% for the prior
year's second quarter. For the six-month period, gross profit increased 97% to
$10,435 but declined as
12
<PAGE> 13
a percent of net revenue to 55.7% from 65.0% the prior year. For the same
six-month period, auction revenue was approximately 38% of total revenues
compared with approximately 13% for the same prior year period.
13
<PAGE> 14
Selling, General and Administrative Expenses
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
SG&A $4,556 $2,729 $9,320 $5,099
Percent of Net Revenues 46.7% 65.1% 49.8% 62.6%
</TABLE>
Selling, general and administrative ("SG&A") expenses consist primarily of wages
and payroll related expenses, advertising and promotion, professional and
consulting expenses, travel and entertainment, facility related expenses and
security charges. In the quarter ended January 1, 2000, SG&A expenses increased
66.9% but as a percent of net revenues declined to 46.7% from 65.1% recorded for
the second quarter of the prior fiscal year. For the six months ended January 1,
2000, SG&A expenses increased 83% but also declined as a percent of net revenues
to 49.8% from 62.6% for the same six months of the prior fiscal year. SG&A
expenses have increased significantly for both comparative current year periods
over the same prior year periods because of higher salary costs, expenditures to
enhance our information systems, development expenses for our website,
Collectors.com, content for our website and enhanced auction capabilities.
During the second fiscal quarter, certain of our executive officers temporarily
suspended their salaries and voluntarily reduced their salaries effective for
the third and fourth fiscal quarters. These actions reduced SG&A expenses by
$135 during the second quarter, as compared to the first fiscal quarter, and
will reduce subsequent quarter SG&A expenses by $60 per quarter. Nevertheless,
we anticipate that SG&A expenses will increase during the next several quarters
but that SG&A expenses, as a percent to net revenues, will decline during the
same period.
Amortization of Goodwill
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ --------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Amortization of goodwill $199 $ 8 $394 $16
Percentage of net revenues 2.0% 0.2% 2.1% 0.2%
</TABLE>
Amortization of goodwill consists of goodwill charges relating to acquisitions
by the Company. The Company is amortizing goodwill over periods of 5 to 15
years.
Stock-Based Compensation
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ --------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Stock-based compensation $ 18 $ 0 $ 33 $ 0
Percentage of net revenues 0.2% 0.0% 0.2% 0.0%
</TABLE>
Stock-based compensation relates to stock-based charges arising from stock
options granted after June 30, 1999 and prior to the consummation of the
Company's initial public offering, at an exercise price that was lower than the
initial public offering price.
Interest Income
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------ --------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Interest income $232 $ 7 $250 $ 13
Percentage of net revenues 2.4% 0.2% 1.3% 0.2%
</TABLE>
14
<PAGE> 15
Interest income on cash and cash equivalents increased because of higher cash
balances resulting from the sale of 4 million shares of our common stock in our
November, 1999 Initial Public Offering that provided net proceeds of $21.4
million.
Minority Interest
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------- -------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Minority interest $ 0 $(12) $ 0 $ (44)
Percentage of net revenues 0.0% (0.3)% 0.0% (0.5)%
</TABLE>
For the fiscal year ended June 30, 1999, we recorded a minority interest charge
of $12 for the second quarter and $44 for the six-month period resulting from
the Company's elimination of minority ownership in Internet Universe, LLC and in
Superior Sports Auctions, LLC. We acquired the minority interests in both of
these entities in February 1999. As a result there is no charge for minority
interest in the quarter or six months ended January 1, 2000.
Income Taxes
Prior to February 4, 1999, we were an S corporation for federal and state income
tax purposes. As such, federal income taxes were payable by our stockholders
individually and no provision for federal income taxes was recorded. A provision
for California franchise tax was provided at the statutory rate of 1.5%, which
is assessed against all California based S corporations. Accordingly, a tax
provision credit of $1, covering the California income tax obligation, was made
in the second quarter of fiscal 1999. On February 5, 1999, we became a C
corporation for federal income tax purposes and, as a result, since that date we
have the obligation to pay federal and state income taxes at applicable
corporate rates of taxation. In the second quarter of fiscal 2000, the Company
recorded a tax provision of $457 and our effective combined federal and state
income tax rate for that period was 47.3%, which reflects the non-deductibility,
for income tax purposes, of certain goodwill expenses and other permanent timing
differences.
Results of Operations, Excluding Amortization of Goodwill
Results of operations, excluding amortization of goodwill are presented for
informational purposes only and is not in accordance with generally accepted
accounting principles. These results exclude charges of $199 and $8 for the
three-month period and $394 and $16 for the six-month period, respectively,
relating to the amortization of goodwill.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- --------------------------
JANUARY 1, DECEMBER 31, JANUARY 1, DECEMBER 31,
2000 1998 2000 1998
---------- ------------ ---------- ------------
<S> <C> <C> <C> <C>
Operating income (loss)
excluding amortization of goodwill $ 933 $ (50) $ 1,082 $ 200
======= ======== ======= =======
Net income (loss), excluding
amortization of goodwill $ 672 $ (54) $ 769 $ 167
======= ======== ======= =======
Net income (loss) per share,
excluding amortization of goodwill
Basic $ 0.03 $ (0.00) $ 0.04 $ 0.01
======= ======== ======= =======
Diluted $ 0.03 $ (0.00) $ 0.03 $ 0.01
======= ======== ======= =======
Weighted average shares outstanding
used in computation of net income (loss) per
share, excluding amortization of goodwill
Basic 22,914 16,097 21,622 16,095
Diluted 24,376 16,097 22,872 16,095
</TABLE>
15
<PAGE> 16
LIQUIDITY AND CAPITAL RESOURCES
At January 1, 2000 we had cash and cash equivalents of $22,267 compared to cash
and cash equivalents of $1,851 at June 30, 1999. The increase in liquidity is
the result the sale, in November 1999, of 4 million shares of common stock in
our initial public offering. Proceeds from the initial public offering, net of
underwriting expenses, were $21,360. Historically, our Company has relied on
internally generated funds, rather than borrowings, as its primary source of
funds to support operations. Our grading and authentication services provide us
with a relatively steady source of cash because, in most instances, our
customers prepay for services at the time they submit their collectibles for
authentication and grading. We do not have a credit facility and, accordingly,
do not currently have any borrowing capability.
Cash used in operating activities was $428 for the six-month period ended
January 1, 2000 as compared with cash provided by operating activities of $190
for the six-month period ended December 31, 1998. For the six months ended
January 1, 2000, cash was provided by increases in deferred revenue, which is
composed primarily of prepaid authentication and grading fees, increases in
income tax payable and non-cash charges for depreciation and amortization. Cash
was used to increase inventories and prepaid assets and to liquidate accounts
payable balances. For the corresponding six-month period ended December 31,
1998, cash was provided by net income and increases in deferred revenue while
cash was used to increase accounts receivable, inventories and prepaid assets.
Net cash used in investing activities was $519 for the six months ended January
1, 2000 and consisted almost exclusively of expenditures for capital assets. For
the corresponding prior year period, $748 was used for the acquisition of fixed
assets and an advance on a note receivable.
Net cash provided by financing activities was $21,362 for the six months ended
January 1, 2000 and consisted of the proceeds (net of underwriters' discounts)
from our initial public offering and the proceeds from the exercise of stock
options. During that six-month period, the Company used $300 to pay the
remaining purchase price of the businesses acquired in February 1999. In the
corresponding six moths of the prior year period, cash was provided by
short-term borrowings and the sale of treasury stock.
We believe that the net proceeds from the sale of common stock in our initial
public offering and existing cash balances and internally generated funds will
be sufficient to finance our operations and financing requirements for at least
the next twelve months. However, our capital requirements will depend on several
factors, including our growth rate, the need to increase inventory of owned
collectibles for auction, capital expenditures for computer equipment to support
e-commerce and various other factors. Depending on our growth and working
capital requirements, we may require additional financing in the future through
equity or debt offerings, which may or may not be available or may be dilutive
to our shareholders. Our ability to obtain additional capital will depend on our
operating results, financial condition, future business prospects and conditions
then prevailing in the relevant capital markets.
16
<PAGE> 17
YEAR 2000 ISSUE
Many computer systems and software products in operation prior to calendar 2000
were dependent upon internal calendars coded to accept only two digit entries in
the date code field. In order to distinguish 21st century dates from 20th
century dates, many of these computer systems and software products had to be
modified or replaced so that they would accept four digit entries in the date
code field. During calendar 1999 (including the six months ended January 1,
2000) we upgraded our computer systems and software products to make them Year
2000 compliant at a cost of approximately $50,000. We also obtained statements
from our vendors in which they certified that the computer systems used in the
conduct of their business with us were Year 2000 compliant.
Subsequent to December 31, 1999 and through January 2000, we have not
encountered any significant software or hardware problems resulting from the
transition to Year 2000, nor have we experienced any material interruption to
our operations, level of operating efficiency or service levels to our
customers.
RECENT ACCOUNTING PRONOUNCEMENTS
In January 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No.130, "Reporting Comprehensive Income"("SFAS No. 130"). SFAS No. 130 requires
that all items required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. The Company
does not have any items of comprehensive income requiring separate disclosure.
In March 1998, the Accounting Standards Executive Committee ("AcSEC") issued
Statement of Position No. 98-1 or SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," which provides
guidance on accounting for the cost of computer software developed or obtained
for internal use. SOP 98-1 is effective for financial statements for fiscal
years beginning after December 15, 1998. The Company adopted SOP 98-1 during the
first quarter of fiscal 2000 and has determined that certain costs for software
development should deferred and amortized over a two year useful life. For the
six months of the current fiscal year, the Company deferred $110 and amortized
$7 of the deferred amount.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
There are a number of factors that could affect the Company's future operating
results and financial condition. Those factors include the factors discussed in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and in the Risk Fact section, on pages 8 to 17 in the Company's
Prospectus dated November 4, 1999, filed with the SEC pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, to which reference is hereby made
for additional information regarding these factors. In particular, among the
factors described in the Prospectus that could adversely affect the Company's
performance include the risk that the popularity of collectibles will decline;
our dependence on the continued growth of commerce on the Internet; the risk
that our operating results will fluctuate; the risk that our auction business
will not become profitable; the risk that we will be unable to sell purchased
collectibles in sufficient time or at a sufficient price to prevent having
write-down in the carrying value of our inventory of collectibles; the inability
to obtain or increases in the cost of obtaining consignments of collectibles for
our auctions; competition from other internet and from traditional auction
companies and from other authentication and grading companies; and the risk that
we will incur unanticipated liabilities under our authentication and grading
warranties.
17
<PAGE> 18
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS
(a) Exhibits.
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
January 1, 2000
18
<PAGE> 19
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COLLECTORS UNIVERSE, INC.
Date: February 10, 2000 /s/ LOUIS M. CRAIN
---------------------------------
Louis M. Crain, President and
Chief Executive Officer
Date: February 10, 2000 /s/ GARY N. PATTEN
---------------------------------
Gary N. Patten, Vice President
and Chief Financial Officer
19
<PAGE> 20
INDEX TO EXHIBITS
Exhibit 27. Financial Data Schedule
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF, AND THE STATEMENT OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS
ENDED OCTOBER 2, 1999 AND JANUARY 1, 2000, RESPECTIVELY, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH BALANCE SHEET AND STATEMENT OF OPERATIONS AND THE
NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JUN-30-2000 JUL-30-2000
<PERIOD-START> JUL-01-1999 JUL-01-1999
<PERIOD-END> OCT-02-1999 JAN-01-2000
<CASH> 2,058 22,267
<SECURITIES> 0 0
<RECEIVABLES> 1,961 2,538
<ALLOWANCES> (78) (214)
<INVENTORY> 3,462 4,096
<CURRENT-ASSETS> 8,395 29,707
<PP&E> 3,315 3,484
<DEPRECIATION> (1,894) (2,049)
<TOTAL-ASSETS> 16,306 37,814
<CURRENT-LIABILITIES> 5,945 5,562
<BONDS> 0 0
0 0
0 0
<COMMON> 21 24
<OTHER-SE> 10,340 32,228
<TOTAL-LIABILITY-AND-EQUITY> 16,306 37,814
<SALES> 8,965 18,727
<TOTAL-REVENUES> 8,965 18,727
<CGS> 4,037 8,292
<TOTAL-COSTS> 8,993 17,789
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (28) 938
<INCOME-TAX> 27 484
<INCOME-CONTINUING> (55) 454
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (55) 454
<EPS-BASIC> (.00) 0.02
<EPS-DILUTED> (.00) 0.02
</TABLE>
