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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 1, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 0-27887
COLLECTORS UNIVERSE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 33-084619
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1936 E. Deere Avenue, Santa Ana, California 92705
(Address of principal executive offices) (Zip Code)
(949) 567-1234
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001 per share
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 by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of September 15, 2000, the aggregate market value of the Common Stock
held by non-affiliates was approximately $32,900,000.
As of September 15, 2000, a total of 25,429,131 shares of Registrant's
Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of the Form 10-K is incorporated by reference from Registrant's
Definitive Proxy Statement for its Annual Meeting which is expected to be filed
with the Securities and Exchange Commission on or before October 30, 2000.
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COLLECTORS UNIVERSE, INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 1, 2000
INDEX
PART I PAGE
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Item 1. Business 3
Item 2. Properties 13
Item 3. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Executive Officers of Registrant 14
PART II
Item 5. Market for Registrant's Common Stock and Related
Stockholder Matters 15
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 24
Item 8 Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 48
PART III
Item 10. Directors and Executive Officers of the Registrant 48
Item 11. Executive Compensation 48
Item 12. Security Ownership of Certain Beneficial Owners and
Management 48
Item 13. Certain Relationships and Related Transactions 48
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 48
SIGNATURES 49
INDEX TO EXHIBITS 51
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FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K (this "Report") contains forward-looking
information which reflects management's current views of the Company's future
financial performance. The forward-looking information is subject to certain
risks and uncertainties, including, but not limited to, the effects on future
performance of the risks and uncertainties described under the caption "Factors
That Could Affect Our Future Performance" contained in "Item 1 - DESCRIPTION OF
BUSINESS" contained in Part I of this Report and the factors described in "Item
7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" contained in Part II of this Report, which readers of this Report
are urged to review. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward-looking statements, which speak only
as of the date of this Report.
PART I
ITEM 1. BUSINESS
COLLECTORS UNIVERSE - OVERVIEW
Collectors Universe is a leading provider of value-added services to
dealers and collectors of high-end collectible coins, currency, stamps,
sportscards, sports and entertainment memorabilia, autographs and other
collectibles. Our reputation and the breadth of our value-added services
facilitate commerce in collectibles by providing collectors and dealers with the
confidence to buy and sell high-end collectibles, sight unseen, at Internet and
telephonic auctions that we and others conduct and by making the collecting
experience more exciting and memorable.
o Service. We authenticate the genuineness of collectible coins,
sportscards, autographs and stamps and we grade the quality of
collectible coins, sportscards and stamps in accordance with
consistently applied uniform standards, so that buyers can have the
assurance that the collectibles they are purchasing are genuine and
are of the quality represented by the sellers.
o Content. We compile and publish authoritative information about the
rarity, quality and trading history of high-end collectibles that make
collectors and dealers more informed purchasers and sellers and which
adds to the excitement of the collecting experience.
o Commerce. We conduct premium multi-venue auctions at which dealers and
collectors are able, in person, via the telephone and on the internet,
to buy and sell rare or valuable collectibles (which we sometimes
refer to as "high-end collectibles"). We also operate an online
collectibles marketplace, at www.collectors.com., where collectors and
dealers buy and sell high-end collectibles and where they can access
the information we publish before making their purchase and sale
decisions. We also operate co-branded websites with e-Bay and Yahoo,
that facilitate the purchase and sale of collectibles at their online
auction sites by enabling buyers and sellers of collectibles visiting
their auction sites to access our authentication and grading services
and our collectibles content.
We generate revenues from fees paid for authentication and grading services
provided to our customers, typically ranging from $8 to $40 per item. We also
generate revenues from commissions paid by both buyers and sellers when we sell
collectibles that have been consigned to us for auctioning or sale ("consigned
collectibles"), the total of which generally ranges from 15% to 25% of the sale
prices of the collectibles, and from the sales of collectibles that we purchase
primarily for resale at our auctions ("purchased collectibles" or "owned
collectibles"), at amounts equal to the prices at which such purchased
collectibles are sold together with a buyer's fee that we typically receive when
those collectibles sold at auction.
We have developed some of the leading brand names in our collectibles
market:
o "PCGS" ("Professional Coin Grading Service") which is the leading coin
grading and authentication service in the United States;
o "PSA" ("Professional Sports Authenticators"), which is a leading
sportscard grading and authentication service in the United States;
o "Bowers and Merena" which is a leading auctioneer of rare and
collectible coins in the United States; and
o "Lyn Knight Currency Auctions" which is a leading auctioneer of rare
and collectible currencies.
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During the fiscal year ended July 1, 2000, we expanded our business
into other collectibles markets. We established a new division -- "PSE"
("Professional Stamp Experts") -- to offer rare and collectible stamp
authentication and grading services and we have established an autograph
authentication division which offers authentication services to collectors of
sports autographs and memorabilia. See "Recent Developments" elsewhere in this
Item 1.
THE HIGH-END COLLECTIBLES MARKET OPPORTUNITY
We believe that the high-end collectibles market will continue to grow
as a result of increased nostalgia for memorabilia, an increase in leisure and
disposable income, the desirability of owning collectibles and investor
confidence that collectibles will appreciate in value. We also believe that the
convenience and efficiency of the Internet will stimulate further growth in the
high-end collectibles market. It is also our view that this growth is dependent
upon the availability of reliable authentication and grading services,
authoritative information necessary to value collectibles and trading forums or
venues that enable buyers and sellers of collectibles to maximize the value of
their collectibles. As a provider of these services to the collectibles markets,
we have the opportunity to benefit directly from such growth in terms of
increased demand for our services.
RECENT DEVELOPMENTS
We completed our initial public offering in November 1999, selling 4
million shares of common stock and raising, net of offering expenses,
approximately $21.4 million. In January 2000, we extended our authentication and
grading services into the rare and collectibles stamp market, launching
Professional Stamp Experts ("PSE"), our stamp authentication and grading
division, which complements our other two authentication and grading divisions,
PCGS (coins) and PSA (sportscards).
In furtherance of our strategy to become the leader in each of our
collectibles markets, in March 2000, we acquired the rare coin auction and
direct sales businesses of Bowers and Merena, one of the largest and most
respected rare coin auction companies in the United States, to complement our
Lyn Knight Rare Currency division, which is a leading rare currency auction
company in the country. In addition, we have combined the auction operations of
our Kingswood Coin Auctions Division with that of Bowers and Merena, to further
strengthen our position in the rare coin market.
During fiscal 2000, we also acquired the operations of James Spence
Autographs, one of the foremost sports autograph authorities in the United
States; and the business of Odyssey Publications, the publisher of Autograph
Collectors Magazine. As a result of those acquisitions, we now have the database
and resources to be able to offer autograph authentication services to dealers
and collectors of sports memorabilia. The autograph market in the U.S. is very
fragmented and is plagued by non-genuine autographs offered across most channels
of distribution, including the Internet, which has been an obstacle to the
growth of this collectibles market. We believe that these acquisitions will
enable us to facilitate commerce within this collectibles market among dealers
and collectors and, in turn to generate new sources of revenue for our business,
by enabling us to offer independent and reliable authentication services that
will provide dealers and collectors with greater confidence in buying and
selling autograph memorabilia, in much the same way as we have been able to
enhance the marketability of, and generate increased revenues from commerce in,
coins and sports cards.
During fiscal 2000, we also took actions to improve the profitability
of our operations. We discontinued the conduct of weekly internet auctions,
because they failed to meet management's profitability goals. We are continuing,
however, to offer an internet venue to collectors and dealers who participate in
our premium collectibles auctions and to offer publications and content to
collectors via our web site at www.collectors.com. In addition, we have recently
established a co-branded web site with Yahoo, through which dealers and
collectors participating in Yahoo's collectibles auctions can arrange to obtain
authentication and grading services from us and can access our internet-based
content and publications. We also converted our exclusive license, from DNA
Technologies, for its synthetic marking ink to a non-exclusive license, in order
to reduce costs of that marker, which we use to certify the authenticity of
originally signed or "game-used" sports memorabilia.
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INDUSTRY BACKGROUND
Development of Collectibles Markets. The sight-unseen market for
high-end coins was practically non-existent prior to the development of
consistently applied uniform quality grading standards. Previously, buyers
needed to actually see a coin before purchase to determine whether its quality
justified the asking price. Even when buyers could view coins before purchase,
they often lacked the knowledge to determine, with confidence, the authenticity
or quality of a coin. As a result, a system for grading coins developed among
dealers by which they used either descriptive terms, such as "uncirculated,"
"brilliant uncirculated" and "gem brilliant uncirculated," or a numerical scale
ranging from 1 to 70, with higher numbers denoting a higher quality. However,
whether using a descriptive or numeric system, grading varied significantly from
dealer to dealer, depending on a dealer's subjective criteria. Moreover, dealers
were hardly disinterested or independent, since as the buyers or sellers of the
coins they were grading, they stood to benefit financially from the assignment
of a particular grade. As a result, grading standards were often inconsistently
applied, and many collectors were vulnerable to fraudulent practices. These
conditions severely limited the growth of the rare coin market and created a
barrier to the participation of new collectors who lacked the expertise
necessary to buy and sell with confidence.
In response to these conditions, in 1986 we launched Professional Coin
Grading Service (PCGS), which instituted the practice of employing expert
graders who were independent of the buyers and sellers of coins, thereby
providing impartiality in the grading process. We established consistent
standards of quality measured against an actual "benchmark" or "reference" set
of coins kept at our office, and we provided a warranty as to the accuracy of
our authentication and grading. We placed each graded coin in a tamper-evident
holder, so that any prospective buyer would know that it was a PCGS
authenticated and graded coin.
As a result, dealers were able to trade PCGS graded coins sight-unseen
and an electronic teletype network called the "Certified Coin Exchange"
developed and was used by dealers to buy and sell rare coins electronically
before the Internet became viable. In addition, we began to provide a range of
authoritative content on coin collecting to inform and communicate with the
collector community, including guides that tracked the price and rarity of PCGS
graded coins.
In the sportscard market, misrepresentations of authenticity and
quality were also a barrier to market growth. Using the skills and credibility
we established with PCGS in the coin market, we launched Professional Sports
Authenticator (PSA), which instituted a similar authentication and grading
system for sportscards. Our authentication and grading services has improved the
marketability of sportscards by removing the barrier created by
misrepresentations of authenticity or quality. The sportscard market
continuously creates new collectibles as card companies produce new cards and
variations. Moreover, when athletes create interest or achieve new records or
milestones or become popular, demand for authentication and grading of their
cards increases. Although the most valuable cards are the vintage cards from
players such as Honus Wagner, Babe Ruth, Joe DiMaggio and Mickey Mantle,, modern
cards have become very popular as collectors try to obtain the cards of new
generations of sports heroes.
Based upon our success in establishing grading for coins and
sportscards, in January 2000 we launched grading of U.S. stamps through
Professional Stamp Experts (PSE). Although stamp authentication and grading is
in its infancy, we believe stamp grading can gain market acceptance as it has
for coin and sportscards.
By means of two recent, albeit small, acquisitions, of James Spence
Autographs and Odyssey Publications, we are now beginning to offer
authentication services for sports and entertainment autographs and memorabilia.
As recent published reports have indicated, the autograph market, and
particularly the sports autograph market, is prone to forgeries. Operation
Bullpen conducted by the FBI and other law enforcement agencies uncovered
widespread misrepresentation as to the genuineness of sports memorabilia. We
believe the demand for our vintage authentication services will grow as
collectors increasingly rely on independent third parties for determining the
genuineness of sports and entertainment collectibles. We offer another
authentication service, PSA/DNA, that certifies autographed sports collectibles
at the time of signing or when used during a sporting event. This service uses a
proprietary authentication system that incorporates a holographic,
tamper-evident label in conjunction with a special marking ink that is
essentially non-recreatable.
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Collectible Commerce. We conduct premium auctions of high-end
collectible coins, currency, sportscards and sports memorabilia, rare records
and entertainment memorabilia. Our premium auctions utilize a "multi-venue"
auction format that allows buyers and sellers to select the bidding format that
is the most convenient and comfortable for them. These auction formats include
mail-in-bids, telephone, Internet and live bidding. Our premium auction
companies, include Bowers and Merena Galleries and Kingswood Coin Auctions for
rare coins, Lyn Knight Currency Auctions for U.S. Currency, Superior Sports
Auctions for vintage sportscards and sports memorabilia and Good Rockin' Tonight
for rare records and entertainment memorabilia. Each of our auction companies is
prominent within its respective collectibles market. In 1999, Bowers and Merena
auctioned the 1804 Childs Silver Dollar for $4.1 million, the highest price at
which a U.S. Coin has been sold at auction. Lyn Knight Currency Auctions holds
the record for the highest gross auction sales for US Currency at $6.5 million.
Good Rockin' Tonight auctioned The Beatles "Butcher" album cover for $38,000,
the highest price at which a rare record has ever been sold at auction.
In conjunction with our auction commerce, we also sell high-end
collectible coins and autographs through direct sales, catalogs and via the
Internet on our web site at www.collectors.com. These "e-Shops" are expected to
become a more important component of our direct sales activities in the future.
In addition to auctions and direct sales of collectibles, we also
participate in e-commerce through co-branded websites with e-Bay, Yahoo and
others. These co-branded websites offer our authentication and grading services
to their users and also direct them to our web site for price guides on certain
collectibles, rarity reports, verification of previously authenticated
collectibles and other commerce opportunities.
Content and Publications. We publish authoritative price guides, rarity
reports and other collectible information. In July 2000, we acquired Odyssey
Publications. Odyssey publishes the nationally distributed Autograph Collectors
magazine, and is considered to be a leading authority within the entertainment
and historical autograph market. We also publish the monthly Sportscard Market
Report for primary distribution to our 15,000 Sports Collectors Club members. We
intend to consolidate Odyssey's publication operations with those of our own. We
believe our price guides, rarity information and authentication information has
commercial potential and we are exploring various business opportunities to
generate additional revenues from our databases and publications.
OUR BUSINESS STRATEGY
Our objective is to create an integrated, multi-service collectibles
service company that is a leader in selected high-end collectibles markets. To
achieve this objective we intend to:
Penetrate Other Collectibles Markets for Authentication and Grading.
There are other high-end collectibles markets in which growth has been hampered
due to the absence of independent authentication and grading services. We intend
to use our reputation and expertise in coins and sportscards to penetrate into
new markets. We recently launched the grading of rare and collectible stamps and
the authentication of autographs and other memorabilia. Our PSA/DNA
authentication system has good growth opportunities in the
"signed-in-the-presence" sports autograph markets and for sports memorabilia. We
also believe that authentication and grading services can be extended vertically
to serve different tiers of presently served markets.
Cross-Sell Our Services and Products to Our Established Customer Base.
Our experience has shown that collectors of one kind of collectible frequently
are interested in other types of collectibles. We intend to cross-sell our
services and products to our customer base of dealers and collectors.
Leverage Brand Names. We have established leading brands within select
collectibles markets, including PCGS, PSA, Bowers and Merena, Lyn Knight
Currency Auctions, Superior Sports Auctions, Good Rockin' Tonight and PSA/DNA.
We intend to use the reputations of these brands to promote Collectors Universe
as the premier factor in the high-end collectibles industry. Our new stamp
authentication and grading service, PSE, is leveraging the reputation of our
other grading services to gain credibility within the stamp collectibles market.
Acquire Complementary Businesses. We intend to acquire complementary
businesses to augment our growth and to penetrate new markets. The collectibles
markets are fragmented, and we will seek opportunities to consolidate niches
within these markets.
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Form Strategic Partnerships. We have entered into strategic
partnerships with eBay, Yahoo and others to promote the Company's services, and
we will continue to seek out other strategic opportunities to expand our
business and open new markets.
Expand Internationally. We believe the market for authenticated and
graded collectibles can be geographically expanded to the PacRim and European
markets. We recently signed an exclusive distribution agreement with a Japanese
company to authenticate and grade sportscards. We intend to pursue other
international opportunities for coins, stamps, autographs, sportscards and
memorabilia.
FACTORS THAT COULD AFFECT OUR FUTURE PERFORMANCE
A decline in the popularity of high-end collectibles could impact our
business. The popularity of collectibles may vary over time due to perceived
scarcity, subjective value, general consumer trends, changes in the prices of
precious metals, interest rates and other general economic conditions. Since our
operating results are affected by both the market value of collectibles and the
volume of collectibles transactions, a decline in popularity of high-end
collectibles would likely cause a decrease in our revenues and our
profitability.
Temporary popularity of some collectibles could cause our revenues to
fluctuate. Temporary consumer popularity or "fads" among collectors may
temporarily inflate the volume of collectibles that we authenticate and grade
and auction or sell. These trends may result in significant fluctuations in our
operating results from one quarter to the next. Any decline in the popularity of
the collectibles we authenticate and grade and auction or sell as a result of
changes in consumer trends could harm our business. In particular, the market
for authentication and grading of sportscards is relatively new and the volume
of sportscards we receive has increased significantly in the last two years.
However, there is no guarantee that the level of trading in sportscards will
continue to grow or maintain its current level.
There are limited supplies of collectibles. Our business is
substantially dependent upon obtaining collectible coins, sportscards, records
and other high-end collectibles for authentication, grading and auction. We
depend upon dealers and collectors submitting collectibles for authentication
and grading and there is no guarantee that the current rate of grading and
authentication submissions will continue. In particular, we have recently
experienced a significant increase in the rate of sportscard submissions which
may indicate that the sportscard market for authentication and grading may be
approaching maturity. Although there are numerous dealers and collectors from
whom we are able to obtain collectibles for our auctions, there are only a
limited number of dealers with the capacity to submit high-end collectibles for
auction on a regular basis. A change in our relationships with suppliers or
dealers could negatively impact our ability to obtain or auction high-end
collectibles in the quantities and at the times we desire. This could impair our
ability to attract a sufficient number of people interested in high-end
collectibles to our auctions, which would lead to reductions in our revenues and
a decline in our operating results. See "Inventory and Working Capital"
elsewhere in this Item 1.
We may incur losses on our collectibles inventory. In addition to
auctioning collectibles on consignment, currently approximately 15% of the
aggregate sales prices of collectibles sold at our auctions are derived from
sales of our own inventory of collectibles that we purchase primarily for sale
at our auctions. We purchase these collectibles from dealers and collectors and
assume the inventory and price risks of these items until they are sold. If we
were unable to resell these purchased collectibles when we want or need to, or
at prices sufficient to generate a profit on their resale, or if the market
value of our inventory of purchased collectibles were to decline, our revenues
and operating results would decline. See "Inventory and Working Capital"
elsewhere in this Item 1.
Our investment and expansion in new collectibles markets may not
generate adequate returns. We have recently expanded into new collectibles
markets, offering authentication and grading services in the collectible stamp
market and authentication services in the autograph memorabilia market for the
first time. Those services may not find market acceptance by dealers and
collectors in those markets as they have in the coin and sports card markets. In
addition, standards for authenticating and grading stamps and authenticating
autographs are not well established, which increases the risks of errors in
grading and authentication that could make it difficult to establish the
creditability of such services on which the success of those businesses is
dependent. As a result, we may not generate acceptable returns and we could
incur losses on our investments in these new businesses.
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Other Risks associated with Expansion of Our Business. If appropriate
opportunities present themselves, we also intend to acquire businesses,
technologies, services or products that we believe will help us to expand our
business. The process of integrating an acquired business, technology, service
or product may result in operating difficulties and expenditures which we cannot
anticipate and may absorb significant management attention that would otherwise
be available for further development of our existing business. Moreover, the
anticipated benefits of any acquisition may not be realized. Any future
acquisitions of other businesses, technologies, services or products might
require us to obtain additional equity or debt financing, which might not be
available to us on favorable terms or at all, and might be dilutive.
We could suffer losses on authentication and grading warranties. We
offer a warranty covering the coins and sportscards that we authenticate and
grade. Under the terms of our warranty, any coin or sportscard that was
originally graded by us and which subsequently receives a lower grade upon
resubmittal to us for grading, obligates us either to purchase the coin or
sportscard or pay the difference in value of the item at its original grade as
compared with its lower grade. We have no insurance coverage for claims made
under these warrants and, therefore, we maintain reserves to satisfy claims made
under these warranties based on historical experience, which in the past have
proven to be adequate. If warranty claims were to exceed these reserves, we
would incur additional charges that would adversely affect our operating
results.
Increased Competition could affect our Financial Performance. Our
auction business is highly competitive. We compete directly with other companies
that specialize in and have an industry reputation for hosting premium
collectibles auctions, including Sotheby's, Inc., Christie's, Inc and
Butterfield Auctions. These competitors each have the ability to attract buyers
to their auctions as a result of their reputation and the quality collectibles
they obtain through their industry connections. In addition, other reputable
auction companies that do not presently engage in auctions for coins or
sportscards or other collectibles that are the focus of our business may decide
to enter our markets to compete with us. These companies have greater name
recognition and have greater financial and marketing resources than we do.
Additionally, although are few major competitors in the collectibles
authentication and grading markets, competition also is intense in these
markets. Increases in competition could adversely affect our pricing and profit
margins and our ability to achieve further growth. See "Competition" elsewhere
in this Part I.
The Imposition of Government Regulations Could Increase the Costs of
Doing Business. The collectible coin and other high-end collectibles markets are
not currently subject to direct federal, state or local regulation, although
auctions in general and the sale of particular types of artwork and autographed
sports memorabilia are regulated in some states. However, from time to time
government authorities discuss additional regulations which could impose
restrictions on the collectibles industry, such as regulating collectibles as
securities or requiring collectibles dealers to meet registration or reporting
requirements, and impose restrictions on the conduct of auction businesses.
Adoption of laws or regulations of this nature could increase the complexity and
costs of conducting auctions, which might decrease our ability to attract
sellers and buyers.
Declines in General Economic Conditions Could Affect Our Operating
Results. The availability of discretionary or disposable income is an important
factor in the willingness and ability of individuals to purchase, and the prices
that they are willing to pay for, high end collectibles. As a result, economic
uncertainties, downturns and recessions can affect our operating results because
declines in the volume of collectibles transactions and in the prices paid for
collectibles can lead to (i) reductions in the commissions we are able to
generate on sales of collectibles, (ii) declines in the frequency at which
collectors submit their coins, sports cards and other collectibles for
authentication and grading, and (iii) declines in the value of collectibles that
we hold in our inventory. One countervailing factor is that during economic
downturns, the value of gold and other precious metals tends to increase which
can lead to increases in the sales prices of collectible coins.
SERVICES AND CUSTOMERS
Authentication and Grading of Collectibles. Collectors Universe offers
authentication and grading services for coins, sportscards and stamps. Using
proprietary grading software developed by us, our teams of trained and
experienced authenticators and graders determine the authenticity of an item
submitted and then assign a numeric grade to the item based upon its quality.
After the item is graded, it is usually encapsulated in a tamper-evident plastic
holder. Customers for our authentication and grading services include individual
collectors, dealers and, to a limited extent, wholesalers and manufacturers.
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We also offer authentication services for vintage autographs and sports
memorabilia. After an item of memorabilia is determined to be authentic, it is
entered into our database, with a digital picture for future reference, and
issued a certificate of authenticity. Customers for our authentication services
are primarily individual collectors and dealers. We also offer authentication
services for "signed-in-the-presence" autographs and sports memorabilia, in
which we use our proprietary PSA/DNA authentication system to affix a
holographic label and/or special ink to the item that marks the item as genuine.
PCGS Coin Grading Operations. Since our inception in 1986, we have
graded more than 6 million coins with a declared insured value of more than $8
billion. We authenticate and grade approximately 40,000 coins per month and,
depending on the customer's requested turnaround time, we typically charge
between $10 and $40 per coin for this service. We have graded, either before or
after sale, four of the five highest priced U.S. coins ever sold at public
auction, including an 1804 silver dollar that was purchased for approximately
$4.1 million. We also have been named as the official grading service of the
Professional Numismatists Guild, the most prominent national coin dealer trade
organization.
Our grading of coins involves a very exacting and standardized process.
We receive coins from dealers and collectors and enter them into our proprietary
computerized inventory system which tracks the coins at every stage of the
grading process. The coins are graded by experts with years of coin grading
experience who follow our benchmarked grading standards. Coins enter the grading
process without any markings that could identify the owner of the coin ensuring
that our graders are completely objective. Graders also examine the coins
independently from one another. Based upon the type of coin and the results of
the grading process, our proprietary software determines whether additional
graders will examine the coin to assign a final grade. The coin is then
sonically sealed in our specially designed holder which also encases the grade,
the description of the coin and the PCGS hologram and brand name. The coin,
grade and description are then verified by one or more experts who have the
authority to resubmit the coin for further review, if necessary. Only after the
grading phase is complete is the coin reunited with its invoice, thus keeping
the grading process independent of the identity of the owner and the history of
the coin.
PSA Sports Card Grading Operations. Our PSA Division employs
authentication and grading procedures and provides warranties of accuracy that
are similar to the procedures employed and warranties given in authentication
and grading of coins. In addition to baseball cards, we authenticate and grade
football, hockey and basketball sportscards and other collectible cards. We
typically charge between $8 and $35 per card for our authentication and grading
service, depending on the customer's requested turnaround time.
There has been rapid growth in our sports card authentication and
grading business. During the fiscal years ended June 30, 1998 and 1999 and July
1, 2000, we graded approximately 168,000, 899,000 and 1,800,000 sports cards,
respectively.
Other Authentication and Grading Services. We recently commenced our
stamp authentication and grading and our autograph authentication businesses and
the volume of submissions are not material. Moreover, such services are new to
these markets and we cannot predict when or even whether they will gain market
acceptance.
9
<PAGE> 10
High-End Collectibles Auctions and Sales. We conduct premium auctions
for high-end collectibles, including coins, currency, sportscards and sports
memorabilia, rare records and entertainment memorabilia. All of our premium
auctions offer multi-venue bidding that includes varying combinations of
Internet, telephone, mail and in-person formats. While the number of premium
auctions varies each year, we intend to conduct approximately 20 premium
auctions in fiscal 2001, as compared to 15 in fiscal 2000. The increase in
fiscal 2001 is primarily attributable to our acquisition of Bowers and Merena in
March 2000.
Customers for our premium auctions are generally individual collectors
and dealers. At those auctions we sell collectibles that are consigned to us by
dealers and collectors ("consigned collectibles") and, to a lesser extent,
collectibles that we purchase for resale at our auctions ("purchased
collectibles"). We also make direct and catalogue sales of both consigned and
purchased collectibles.
We generate revenue from our auctions and from direct and catalogue
sales in the form of commissions from both buyers and sellers of consigned
collectibles and from sales of purchased collectibles that we sell. Commissions
from the sale of consigned collectibles generally approximate between 15% to 25%
of the sales price of the collectible. We typically charge commissions from
buyers on the sale of owned collectibles that generally approximate between 10%
and 15% of the sales price. Revenues from the sale of owned collectibles were
$11.9 million and $2.8 million in fiscal 2000 and fiscal 1999, respectively.
Revenues from the sale of consigned collectibles were $5.0 million and $2.0
million in fiscal 2000 and fiscal 1999, respectively. See "Item 7 --
Management's Discussion and Analysis of Financial Condition and Results of
Operations" in Part II of this Report.
Premium Auctions. Premium auctions feature special or unique
collectibles that are sold in a multi-venue auction format. In most of our
premium auctions, we utilize "callback bidding" where bidders can choose to be
called back by a phone operator immediately after the close of the first auction
phase to be given the opportunity to participate in the final bidding phase.
We require consignors in our premium auctions to ship their
collectibles to us prior to auction. We photograph and prepare descriptions for
all items consigned to us for auction and compile and publish a catalog of all
items to be auctioned in advance of each of our premium auctions. Collectors can
thus view all of the collectibles to be auctioned, along with complete
descriptions, either by visiting our web site and viewing online, or by ordering
a catalog in hardcopy format. At the conclusion of the auction, we handle
shipping and payment transactions.
Direct and Catalogue Sales. We also make sales of high-end
collectibles at fixed prices at our web site, at industry shows, by means of
mailings of our catalogues and by other direct sales programs to customers that
prefer purchasing collectibles at fixed prices rather than acquiring them at
auctions. We have a regular database of customers to whom we make direct and
catalogue sales, which include individual collectors.
Publications and Content. We publish authoritative price guides and
rarity reports for certain collectibles, including coins, currency and sports
cards. This information is available on our web site and in our publications
that are distributed throughout the year. These publications include:
Price Guides. We provide a wide variety of authoritative price
guides for a number of collectible markets. For example, we track the value of
the 3000 most actively traded U.S. coins with information dating back to 1970.
We compile and publish this information in a widely recognized collectible coin
index, the CU3000.
Market Movement Reports. Changes in prices are highlighted in
market movement reports. This makes it possible for a card collector, for
example, to quickly identify that some cards have increased in value while
others have dropped.
Rarity Reports. Three primary characteristics drive the market
value of many collectibles: relative rarity, grade and significance to
collectors. We compile and publish reports that list the total number of
sportscards and coins we have graded since our inception in 1986, categorized by
item type and grade determination. We can publish, for example, the exact number
of MS67-grade 1881-S Morgan silver dollars we have graded. Collectors can
utilize this information to make informed decisions regarding the purchase of
particular coins.
Articles. Collecting is a passion for many and has nuances and
anecdotes that are well suited to a library of articles for each category of
collectible. We write informative articles and publish them on our web site.
10
<PAGE> 11
A sense of community is also important to collectors. We therefore encourage our
users to communicate and to write articles that can be made available to all
collectors.
Historical Content. Collecting is often about history, and in
many instances, the collectible's history is what makes it valuable. In our
catalogues and in other publications, we provide short histories about unusual
and rare collectibles that add to the attractiveness and excitement of
purchasing such items..
News. We provide the information that collectors and dealers
need to track recent events, trends and developments in the collectibles markets
we serve. For example, new collectibles are constantly being created, some
collectibles increase in popularity and other collectibles sell at record
prices. In fiscal 2000, we acquired the business of Odyssey Publications, which
publishes Autograph Collectors Magazine, one of the leading entertainment
memorabilia periodicals in the country that reports on recent events in the
memorabilia markets.
CUSTOMER SUPPORT
We devote significant resources to providing personalized, customer
service and support in a timely manner. The first level of support is our
electronic and automated communications with customers, consignors and bidders.
This keeps buyers and sellers updated on the status of auctions and collectibles
submitted for authentication and grading. The next level of support is our
computer-assisted telephone and Internet information system, through which we
track the status of approximately 200,000 collectibles we receive each month. In
addition, customers or prospective buyers can confirm the authenticity of the
over 7 million collectibles we have graded. Customers can also choose to
telephone or e-mail our general support staff. We also make available
specialists and experts who are capable of handling virtually any issue our
customers may encounter when using our services.
COMPETITION
There are approximately five competitors in the coin and sportscard
authentication and grading markets, and the costs of entering and developing a
brand name that collectors respect in these markets are substantial. However,
other collectibles companies could expand their line of services into coins or
sportscards, new entrants into the market could deplete our market share, and
auction companies could expand their service offerings to include the grading of
coins, sportscards and other collectibles. Our competitors in the coin grading
and authentication market include Numismatic Guaranty Corporation of America,
Inc. and ANACS, a subsidiary of Amos Press, Inc. In the sportscard grading and
authentication business, our competitors include Beckett, Certified Sports
Authentication, Inc. and Sportscard Guarantee L.L.C.
Our traditional auction business is also highly competitive. We compete
directly with other companies that specialize in collectibles and have an
industry reputation for hosting premium collectibles auctions. Our competitors
in traditional auction markets include Heritage Numismatic Auctions, Currency
Auctions of America, Mastro Fine Sports Auctions, Greg Manning Auctions and
numerous smaller auction companies that compete in our markets for coins,
sportscards and sports memorabilia, currency, rare records, autographs, and
other types of collectibles. In addition, other reputable and much larger
auction companies such as Sotheby's, Christie's and Butterfield & Butterfield,
which do not specialize in, but do conduct auctions for collectibles that our
Company specializes in, are potential competitors. In addition, other
significant auction companies that do not presently engage in auctions for coins
or sportscards or other collectibles that are the focus of our business may
decide to enter our markets to compete with us. These companies have greater
name recognition than us and have access to more financial and marketing
resources than we do. We believe that the principal competitive factors in the
traditional auction business are the reputation of the Company hosting the
auction, the hosting party's ability to attract buyers to the auction and the
quality of collectibles available for sale at the auction.
In addition to these traditional auction companies, several companies
have developed sales, auctions and trading over the Internet. While these
Internet e-commerce companies generally host auctions or sell collectibles that
have lower average selling prices than our collectibles sold at auction, several
of them are much larger and have greater financial resources than our Company.
These companies include eBay, Yahoo, Amazon and Fair Market. In addition,
several large companies sell specialty consumer products, including collectibles
through interactive electronic media, including broadcast, cable and satellite
television and, increasingly, the Internet. These companies include QVC, Home
Shopping Network and Shop At Home. They generally have substantial financial
resources and, while their current collectible offerings tend to be less focused
and at lower prices than our collectible offerings, there can be no guarantee
that they will not become significant competitors in the future.
11
<PAGE> 12
Direct sales of collectibles is highly competitive. There are thousands
of retail establishments that sell collectibles directly to collectors, and
there are numerous catalog companies and e-tailers that offer collectibles for
sale through the Internet. The Company is not dominant in any of these markets,
and barriers to entry are relatively low in e-commerce using commercially
available software.
INVENTORY AND WORKING CAPITAL
Our inventory consists exclusively of collectibles held for sale in our
auctions and through direct sales. In our premium auctions, approximately 85% of
the collectibles sold are consigned to us while the remaining 15% of
collectibles are owned by us. Collectibles sold through direct sales or catalog
are usually owned by us. The supply of high-end collectibles is limited and the
timing of their availability in sufficient quantity to support our premium
auctions and direct sales is uncertain. We, therefore, purchase inventory to
insure availability and to take advantage of the opportunities to acquire
high-end collectibles at favorable prices. In some circumstances, we may
purchase a large "collection" of inventory with the intent of selling it in
multiple future auctions. Therefore, our inventories are exposed to potentially
limited turnover and valuation risks associated with fluctuations in their
market prices. The Company periodically reviews its inventories and takes
reserves against potential valuation loss. To date, the Company has not
experienced material losses due to decreases in market value for collectibles
held in inventory.
Fees for authentication and grading are generally prepaid or paid at
the time the item is submitted. Prepayments for services are recorded as
deferred revenue until the service is completed and the item is returned. These
prepaid submittals have, historically, provided the Company with a consistent
source of cash and improved its working capital position. We advance to certain
consignors, in our premium auctions, funds in anticipation of selling their
collectibles at auction. We generally charge market rates of interest for such
advances and hold their consignment as collateral. This practice is common in
the market for higher-end collectibles and is used to attract consignments to
our auctions. At July 1, 2000, we had advanced $1,693,000 to consignors.
The timing of premium auctions can have a significant impact upon our
working capital. We generally pay consignors 45-days after the close of any
auction but collect, all, or essentially all, the receivables from an auction
prior to payment to the consignors. This 45-day auction cycle can cause
significant fluctuations in the Company's cash balances and working capital
position.
MANUFACTURING AND SUPPLIERS
We purchase injection-molded parts, holograms and printed labels for
our grading services. There are numerous suppliers for these items and any one
could be substituted without significant delay or cost to the Company. However,
while there are numerous sources for injection molded parts, these parts require
a die to fabricate the part. The manufacture of high precision dies can be a
lengthy process and requires considerable expertise in their fabrication. We do
not have "back-up" dies for its injection molded parts and we rely on one
supplier for these requirements. In the event that this supplier experiences a
protracted production stoppage, we would not be able to service all of our
customers. We intend, during the next twelve months, to "qualify" another source
for injection molded parts and to fabricate additional dies to produce these
parts.
OPERATIONS AND TECHNOLOGY
We believe our proprietary grading software and systems are the most
sophisticated in the collectibles markets in which we compete. Our grading
software uses complex algorithms to determine the number of independent gradings
required to determine the grade of a coin or sportscard. We also maintain
computerized process control over each step in the grading system which enables
us to provide accurate and timely customer support.
INTELLECTUAL PROPERTY
Our intellectual property primarily consists of trademarks, copyrights,
and proprietary software and trade secrets. As part of our confidentiality
procedures, we generally enter into agreements with our employees and
consultants and limit access to, and distribution of, our software,
documentation and other proprietary information.
12
<PAGE> 13
The following table sets forth a list of our trademarks, both
unregistered and registered, that are currently being used in the conduct of our
business:
<TABLE>
<CAPTION>
UNREGISTERED MARKS REGISTERED MARKS
----------------------------------------------------------------- ----------------
<S> <C> <C>
Coin Universe Bowers and Merena Galleries Collectors Universe
Collectors.com Kingswood Coin Auctions PCGS
Lyn Knight Currency Auctions Sports Collectors Universe PSA
Superior Sports Auctions Currency Universe PSA/DNA
Bowers and Merena Auctions Record Universe Good Rockin' Tonight
</TABLE>
We have not conducted an exhaustive search of possible prior users of
the unregistered trademarks listed above and, therefore, it is possible that
our use of some of these trademarks may conflict with others.
GOVERNMENT REGULATION
Numerous states, including the State of California in which our
headquarters is located, have regulations regarding the manner in which
"auctions" may be conducted and the liability of "auctioneers" in conducting
such auctions. We must comply with each state's requirements when conducting
in-person auctions and are required to collect sales tax depending on the
collectible sold and manner in which title changes. The Company conducts
multi-venue auctions in which the customer may bid, in-person, over the
telephone or on the Internet through our web site. At this time, it has not been
determined if a state or governmental body could claim authority over a
multi-venue auction for purposes of complying with "auctioneering" laws or the
collection of sales tax.
EMPLOYEES
As of July 2, 2000, we had 251 employees, including 127 in grading and
authentication, 42 in auctions, 8 in web site development, 7 in sales and
marketing and 67 in other business and administrative services. We have never
had a work stoppage, and no employees are represented under collective
bargaining agreements. We consider our relations with our employees to be good.
ITEM 2. PROPERTIES
We lease three office suites, aggregating approximately 37,000 square
feet, for our California-based operations. The main lease for these facilities
will expire in November 2000. We have entered into a 9-year lease for a new
facility of approximately 59,000 square feet that is adjacent to our current
location. The expenditures and other costs of moving to the new facility are
expected to range from approximately $200,000 to $400,000 and will require
leasehold improvements of approximately $500,000. This new facility will exceed
our space requirements and, therefore, we are seeking to sublet a portion of the
facility.
We also lease a 6,500 square foot office in Wolfeboro, New Hampshire; a
3,700 square foot office in Lenexa, Kansas and a 3,200 square foot office in
Traverse City, Michigan.
ITEM 3. LEGAL PROCEEDINGS
We may become a party to various lawsuits and arbitrations from time to
time. At July 1, 2000, we were not party to any legal proceedings that we
believe are material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders of the Company
during the fourth quarter of the fiscal year covered by this report.
13
<PAGE> 14
EXECUTIVE OFFICERS OF REGISTRANT
<TABLE>
<CAPTION>
<S> <C> <C>
NAME AGE POSITIONS
---- --- ---------
David G. Hall........................ 53 Chairman of the Board, Chief Executive Officer and Director
Gary N. Patten....................... 53 President, Chief Financial Officer and Secretary
David E. Gioia....................... 50 Vice President, Marketing
Q. David Bowers...................... 61 President, Bowers and Merena Division and Director
</TABLE>
DAVID G. HALL has served as Chairman of the Board and a Director since
founding Collectors Universe in February 1986. Since April 2000, he has served
as our Chairman of the Board and Chief Executive Officer. From 1986 to January
1999, he also served as our President and Chief Executive Officer. Mr. Hall was
honored in 1999 by COINage Magazine as Numismatist of the Century, along with 14
others. In 1990, Mr. Hall was named an Orange County Entrepreneur of the Year by
INC. magazine. In addition, he has written A Mercenary's Guide to the Rare Coin
Market, a book dedicated to coin collecting. Mr. Hall is also a member of the
Professional Numismatists Guild.
GARY N. PATTEN has served as our President since April 2000 and as our
Chief Financial Officer and Secretary since March 1999. From June 1995 to March
1999, Mr. Patten was Vice President, Chief Financial Officer and Secretary of
Unit Instruments, Inc., a manufacturer of component products for the
semiconductor equipment industry. From 1986 to 1995, Mr. Patten served as Vice
President, Chief Financial Officer and Secretary of Optical Radiation
Corporation, a diversified manufacturer of consumer products, medical devices
and industrial products. Mr. Patten holds an M.B.A. degree from the University
of California at Los Angeles.
DAVID E. GIOIA joined Collectors Universe in August 1999 as Vice
President of Marketing. From 1988 to August 1999, Mr. Gioia was a freelance
director, writer and producer of advertising corporate and marketing
communications materials. From 1983 to 1988, Mr. Gioia was President, Executive
Producer and Creative Director of Luna Park Productions, Inc. Mr. Gioia received
his B.A. degree from Emerson College in Boston.
Q. DAVID BOWERS has served as President of the Bowers and Merena
Division and as a Director since March 2000. Mr. Bowers co-founded Bowers and
Merena in 1982 and served as its President until it was acquired by Collectors
Universe in March 2000. Mr. Bowers was honored in 1999 by COINage Magazine as
Numismatist of the Century, along with David Hall and 13 others. Mr. Bowers has
written numerous books on the history of US coins and historical events. He
received a B.A. degree from Penn State University and received its Alumnus
Achievement Award in 1976.
14
<PAGE> 15
PART II
ITEM 5. MARKET FOR COLLECTORS UNIVERSE'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The Company's Common Stock trades on the Nasdaq National Market under
the symbol CLCT. The following table sets forth high and low closing prices for
our common stock, as reported by the Nasdaq National Market for the fiscal
quarters since our initial public offering on November 4, 1999:
HIGH LOW
----- ----
FISCAL 2000 (ENDED JULY 1, 2000)
First Quarter -- --
Second Quarter (from Nov. 4, 1999) 9.00 6.00
Third Quarter 10.13 6.00
Fourth Quarter 6.97 2.42
The Company had 124 holders of record of its Common Stock on June 30,
2000.
Dividends and Share Repurchases
We do not intend to declare or pay cash dividends in the foreseeable
future, as it is our current policy to retain all earnings to support future
growth and expansion.
In September 2000, the Company's Board of Directors approved an open
market and private stock repurchase program pursuant to which the Company may
purchase up to 500,000 of its shares when presented with opportunities to do so
at favorable prices.
USE OF INITIAL PUBLIC OFFERING PROCEEDS
On November 4, 1999, we completed the initial public offering of our
common stock pursuant to our Registration Statement on Form-S-1 (Registration
No. 333-86449) that was declared effective by the Securities and Exchange
Commission on November 4, 1999. There has been no material change with respect
to our use of proceeds from our initial public offering to the information
discussed in our Quarterly Report on Form 10-Q for the nine months ended April
1, 2000.
RECENT SALES OF UNREGISTERED SECURITIES
On March 10, 2000, the Company consummated the purchase of substantially
all of the assets of Auctions by Bowers and Merena, Inc., Bowers and Merena
Gallaries, Inc. and Bowers and Merena Research, Inc. Pursuant to this
acquisition, we issued 1,000,000 shares of our common stock to the owners of the
acquired companies. The issuance was exempt from registration under the
Securities Act pursuant to Section 4(2) on the basis that the transaction did
not involve a public offering.
15
<PAGE> 16
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The consolidated statements of operations data and balance sheets data
for each of the fiscal years shown include the operations of Collectors
Universe, Inc. and its predecessor, Professional Coin Grading Service, Inc. The
consolidated statements of operations data for the fiscal year ended and balance
sheet data at June 30, 2000, also include the operations of Bowers and Merena
from the date of acquisition, March 10, 2000. The consolidated statements of
operations data for the fiscal year ended and balance sheet data at June 30,
1999, also include the operations of Lyn F. Knight Rare Coins, Inc. and
Kingswood Coin Auctions, LLC from February 5, 1999, when those operations were
acquired by Collectors Universe. The following data should be read in
conjunction with our consolidated financial statements and the related notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" included herein.
16
<PAGE> 17
SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands, except share and per share data)
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
---------------------------------------------------------------------
2000(5) 1999 1998 1997 1996
------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:(1)
Net revenues $42,374 $ 22,563 $10,989 $ 9,393 $ 8,432
Cost of revenues 20,185 8,654 2,915 2,651 2,623
Selling, general and administrative expenses 18,553 13,124 7,135 6,228 5,277
Stock based compensation expense(2) 61 1,244 -- -- --
Amortization of goodwill 1,070 337 33 -- --
------- -------- ------- ------- -------
Income (loss) before income taxes 3,092 (794) 886 541 593
Provision (benefit) for income taxes (3) 1,550 (624) 13 36 9
------- -------- ------- ------- -------
Net income (loss) (4) $ 1,542 $ (170) $ 873 $ 505 $ 584
======= ======== ======= ======= =======
Net income (loss) per share:
Basic $ 0.07 $ (0.01) $ 0.05 $ 0.03 $ 0.04
======= ======== ======= ======= =======
Diluted $ 0.06 $ (0.01) $ 0.05 $ 0.03 $ 0.04
======= ======== ======= ======= =======
Weighted average shares outstanding:
Basic 23,330 17,644 16,064 16,217 16,154
======= ======== ======= ======= =======
Diluted 24,575 17,644 16,064 16,217 16,154
======= ======== ======= ======= =======
BALANCE SHEET DATA:
Cash and cash equivalents $14,580 $ 1,852 $ 612 $ 372 $ 542
Working capital 20,399 2,316 975 346 50
Total assets 56,232 15,540 3,104 2,513 2,075
Stockholders' equity 41,115 10,098 1,562 1,070 861
</TABLE>
--------------------
(1) Consolidated Statements of Operations Data are not comparable for all
periods shown. On March 10, 2000, we acquired the operating assets of
Bowers and Merena. On February 5, 1999, we acquired the auction businesses
of Lyn F. Knight Rare Coins, Inc. and Kingswood Coin auctions LLC and
acquired an additional 40% membership interest in Superior Sports Auctions
LLC. Additionally, on January 25, 1999, we acquired an additional 40%
membership interest in Internet Universe LLC.
(2) Represents non-cash charges for stock options granted to collectible
suppliers and employees who were granted stock options after June 30, 1999,
but before our initial public offering on November 4, 1999, at an exercise
price that was lower than our initial offering price.
(3) In fiscal 2000, we provided for federal and state income taxes at rates
applicable for a C corporation. For the first seven months of fiscal 1999,
we provided for state income taxes at 1.5% and made no provision for
federal income taxes because we were an S corporation. For the last five
months of fiscal 1999, we provided for income taxes at applicable C
corporation rates. For fiscal years 1998, 1997 and 1996, we provided income
taxes at 1.5%, the rate applicable for California S corporations, and made
no provision for federal income taxes because we were an S corporation.
(4) Net income (loss) is not comparable for all periods presented because we
converted from an essentially non-taxable S corporation to a fully taxable
C corporation on February 5, 1999.
(5) The Company began ending its fiscal year on the Saturday closest to June
30, effective fiscal year 2000. Accordingly, fiscal year 2000 ended on
July 1, 2000 and all other fiscal years presented ended on June 30. For
simplicity of presentation, however, all fiscal years are reported in Part
II as ending on June 30.
17
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the "Selected Consolidated Financial Data" and the Company's consolidated
financial statements and related notes included elsewhere herein.
OVERVIEW
Collectors Universe provides grading and authentication services for
sportscards, rare coins and vintage stamps. We also offer authentication
services for autographs. We conduct auctions of vintage coins and currency,
sportscards and sports memorabilia, vintage records and entertainment
memorabilia. Our auctions are conducted utilizing a "multi venue" format that
includes in-person, Internet and telephone bidding options. This multi-venue
format allows bidders to enter auction bids at any time and from any place in
the manner that is most convenient for them. We also sell rare coins,
sportscards and autographs through shows, catalogs and direct sales. During the
latter part of fiscal 1999 and fiscal year 2000, we conducted weekly Internet
auctions of consigned and owned collectibles, but these auctions were
discontinued at the end of fiscal 2000.
Grading service fees are generally prepaid, although we do extend open
account privileges to numerous larger dealers. We record, as deferred revenue,
all prepaid grading submissions until the items are graded and returned to the
submitter. Upon shipment, we record the revenue from grading and deduct this
amount from deferred revenue. For dealers who have open account status, we
record revenue at the time of shipment. For auctions, we record revenue at the
time the collectible is delivered to the successful bidder. For certain repeat
bidders, we deliver the collectibles at the close of an auction and allow them
to pay up to 45 days following the auction. For collectibles that we own and
sell at auction, we record the successful bidder amount, or "hammer", as the
sale of merchandise and record the buyer's fee as commission earned. We also
record the cost of the merchandise sold as cost of revenues. For collectibles
that are consigned to us for auction, we record, as commission earned, the
amount of the buyer's and seller's fees. Depending upon the type of collectible
auction, we charge successful bidders a 10% to 15% commission and generally
charge consignors a 5% to 15% selling commission. On some large or important
consignments, we may negotiate a reduced consignor commission.
The gross margin on sales of consigned collectibles is significantly
higher than the gross margin on sales of owned collectibles, because we realize
commissions on sales of consigned collectibles without having to incur any
significant associated costs. By contrast, upon the sale of owned 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 owned
collectibles reduces our overall auction margins to a level that is
significantly below that realized for authentication and grading services.
Consequently, our gross margin depends, not only upon the mix of grading
revenues and auction revenues, but also upon the mix of consigned and owned
collectibles sold at auctions.
18
<PAGE> 19
Our auctions are held periodically throughout the fiscal year. Because
the majority of the collectibles auctioned are consigned to us and we generally
pay the consignors 45 days following the close of an auction, we experience
significant fluctuations in our cash flow. In addition, because of the nature of
an auction and our revenue recognition policies, it is difficult to forecast, on
a quarterly basis, revenue that will be attributable to auction activities at
the end of a fiscal quarter. In addition, we experience significant variation,
on a quarterly basis, in auction revenue because of the timing and relative size
of the various auctions conducted in a given reporting period and the timing of
revenue recognized from an auction.
Results of Operations
The following table sets forth, for the periods indicated, certain
financial data expressed as a percentage of net revenue:
<TABLE>
<CAPTION>
FISCAL YEARS ENDED JUNE 30,
----------------------------------
2000 1999 1998
----- ----- ----
<S> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0%
Cost of revenues 47.6% 38.4% 26.5%
----- ----- -----
Gross profit 52.4% 61.6% 73.5%
Operating expenses:
Selling, general & administrative 43.8% 58.1% 64.9%
Stock-based compensation 0.1% 5.5% 0%
Amortization of goodwill 2.6% 1.5% 0.4%
----- ----- -----
Total operating expenses 46.5% 65.1% 65.3%
Operating income (loss) 5.9% (3.5%) 8.2%
Interest income, net 1.8% 0.1% 0.2%
Other, net (0.4%) (0.1%) (0.4%)
----- ----- -----
Income (loss) before income taxes 7.3% (3.5%) 8.0%
Provision (benefit) for income taxes 3.7% (2.7%) 0.1%
----- ----- -----
Net income (loss) 3.6% (0.8%) 7.9%
===== ===== =====
</TABLE>
19
<PAGE> 20
COMPARISON OF YEARS ENDED JUNE 30, 2000, 1999 AND 1998
Net Revenues - Net revenues increased 88% to $42.4 million in fiscal
2000 from $22.6 million in the prior year. Grading and authentication revenues
increased 38% to $24.4 million in the current fiscal year from $17.7 million in
fiscal 1999. Auction revenues increased 269% to $18.0 million in fiscal 2000
from $4.9 million in the prior fiscal year. For fiscal 2000, grading and auction
revenues represented 57% and 43%, respectively, of total revenues. For fiscal
1999, grading and auction revenues represented 78% and 22%, respectively, of
total revenues. The 44% increase in grading revenues for fiscal 2000 was due to
significantly higher sportscard submittals, which was offset to a limited
extent, by lower revenue for coin grading. A new authentication and grading
service for stamps was launched in January 2000, but revenue from this new
service was not significant for the current fiscal year. Average selling prices
for sportscard and coin grading declined from the prior year primarily because
of a higher proportion of modern submittals versus vintage submittals. Grading
fees for modern sportscards and coins are generally lower than grading fees for
vintage sportscards and coins, and this causes the average selling price to
decline.
The 269% increase in auction revenues for fiscal 2000 was due to: 1) a
222% increase, or $5,008, in premium auctions for records, sportscards, coins
and currency; 2) a 129% increase, or $3,385, in weekly Internet auctions; 3)
auction and direct sales of $3,414 attributable to Bowers and Merena since their
date of acquisition on March 10, 2000; and 4) the sale of $1,326 of
commemorative British coins and other collectibles. Weekly Internet auctions,
which began in March 1999, were discontinued in June 2000 because of the
Company's determination that the number of participants and sales volume needed
to sustain long-term viability were not likely without substantial additional
investments. The sale of commemorative coins was associated with a millennium
promotion and will not be recurring in subsequent fiscal years.
Auction revenues are derived from the sale of owned and consigned
collectibles. Revenues from the sale of owned collectibles increased to $11.9
million in fiscal 2000 from $2.8 million in fiscal 1999. Of the $11.9 million,
$5.4 million of owned collectibles were sold through weekly Internet auctions
and $1.1 million was attributable to the sale of commemorative coins. Auction
revenues from the sale of consigned collectibles increased to $5.0 million in
fiscal 2000 from $2.0 million in the prior fiscal year. Of the $5.0 million,
$0.4 million was derived from Internet auctions and $1.3 million is attributable
to the acquisition of Bowers and Merena in March 2000. With the discontinuation
of Internet auctions and the acquisition of Bowers and Merena, the Company
anticipates that consigned collectibles sold at auction will represent a higher
proportion of total auction revenues in subsequent fiscal years and, because of
this mix change, gross profit margins from auctions are likely to increase.
Net revenues increased 105% to $22.6 million in fiscal 1999 from $11.0
million in fiscal year 1998. Authentication and grading revenues increased 84%
to $17.7 million in fiscal 1999 from $9.6 million in fiscal 1998, primarily due
to significantly higher sportscard submittal volume. Authentication and grading
revenues represented 78% of total revenues for fiscal 1999, compared to 87% of
total revenues in fiscal 1998. Auction revenues increased 250% to $4.9 million
in fiscal 1999 and represented 22% of total revenues as compared to 13% of total
revenues in fiscal 1998. Internet auctions, which began in June 1998, accounted
for 54% of total auction revenues in fiscal 1999. Also contributing to higher
auction revenues in fiscal 1999 was the acquisition in February 1999 of two
auction companies.
20
<PAGE> 21
Gross Profit - Gross profit increased to $22.2 million in fiscal 2000
from $13.9 million in fiscal 1999. This increase is attributable to the
substantial revenue increase for the current year in both grading services and
auction revenues. However, gross profit margins declined to 52% in fiscal 2000
from 62% in fiscal 1999 and 74% in fiscal 1998. The decrease in gross profit
margin for the current and prior year is attributable to: 1) the increase in
auction revenue as a percent of total revenue; and 2) the higher mix of owned
collectibles versus consigned collectibles sold in auctions. Upon the auction
sale of an owned collectible, the cost of acquiring the collectible is charged
to the cost of revenues, which is usually a significant percentage of the
selling price. Because the sale of owned collectibles increased to $11.9 million
in fiscal 2000 from $2.8 million in fiscal 1999, this caused auction gross
profit margins to decline. Partially offsetting these lower gross profit margins
on auction revenues for the current fiscal year, were higher gross profit
margins on authentication and grading services.
In fiscal 1999, gross profit increased to $13.9 million from $8.1
million in fiscal 1998 because of higher revenues for both grading services and
auctions. Gross profit margin declined in fiscal 1999 over fiscal 1998 because
of higher auction revenues, as a percentage of total revenues, and the mix
between owned and consigned collectibles, sold in auctions.
Selling, General and Administration - Selling, general and
administration expenses (SG&A) primarily include wages and payroll related
expenses, advertising and promotional expenses, travel and entertainment costs,
outside services, facility and equipment related expenses and security-related
charges. SG&A increased 41% in fiscal 2000 to $18.6 million from $13.1 million
in fiscal 1999 and $7.1 million in fiscal 1998. However, as a percentage of
total revenues, SG&A declined to 44% in fiscal 2000 from 58% in fiscal 1999 and
65% in fiscal 1998. Since fiscal 1998, SG&A expenses have increased to support
the Company's rapid growth. Specifically, higher expenses have been incurred for
management personnel, upgraded and enhanced information systems, website
development costs, increased IT professionals, advertising and, for fiscal 2000,
expenses associated with a public company. SG&A expenses have declined as a
percentage of total revenues because a significant portion of the enhanced
infrastructure required to support the Company's growth was added during fiscal
1998 and the first half of fiscal 1999. As revenue has continued to expand, the
Company has been able to leverage its SG&A cost structure, resulting in lower
expenses as a percentage to total revenues.
Stock-Based Compensation - Stock-based compensation expense in fiscal
2000 related to charges arising from stock options granted after June 30, 1999
and prior to the Company's initial public offering in November 1999, at an
exercise price that was lower than the low range of the anticipated offering
price. In fiscal 1999, a non-cash charge of $1.2 million was recorded that was
attributable to grants of stock options to experts for their agreements to
supply collectibles or content over several years.
21
<PAGE> 22
Amortization of Goodwill - Goodwill amortization expense increased to
$1.1 million in fiscal 2000 from $0.3 million in fiscal 1999. The Company
consummated several acquisitions in fiscal 2000 and fiscal 1999 that were
accounted for under the purchase method of accounting and resulted in the
recording of approximately $19.4 million in goodwill. The Company is amortizing
this goodwill over periods ranging from 5 to 15 years. For fiscal 2001, goodwill
amortization expense will be approximately $1.7 million, without any additional
acquisitions.
Other Expenses - For fiscal 2000, other expenses relate to the write-off
of the Company's investment in two real estate investment partnerships that are
considered by the Company to have no future economic value. Other expense for
fiscal 1999 and 1998 relates to the elimination of minority interest profits in
consolidated entities.
Interest Income - Interest income was $748 in fiscal 2000, compared with
$30 and $26 in fiscal 1999 and 1998, respectively. The significantly increased
interest income for the current fiscal year is attributable to the net proceeds
of approximately $21.4 million received from the November 1999, initial public
offering.
Income Taxes - Through February 5, 1999, the Company elected to be
taxed as an S corporation. As such, federal income taxes were payable by our
shareholders individually, and no provision for federal income tax 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. On February
5, 1999, the Company reincorporated as a C corporation and became subject to
federal and state income taxes. For fiscal 2000, income taxes were provided at a
50.1%, which reflects the statutory rate of approximately 40.8% for California C
corporations and the non-deductibility, for tax purposes, of certain goodwill
amortization charges and other permanent tax differences. For fiscal 1999, a tax
benefit of $624 was recorded reflecting the deductibility of deferred tax assets
upon the Company's conversion to a C corporation and operating losses incurred
subsequent to that conversion. For fiscal 1998, the Company provided income
taxes at a 1.5% rate reflecting its S corporation status.
LIQUIDITY AND CAPITAL RESOURCES
Prior to fiscal 1999, we financed operations and capital requirements
through cash flows generated from operations. In fiscal 1999, the Company sold
1,282 common shares in a private placement and raised approximately $6,391.
Proceeds from this private placement were used to fund a final dividend
relating to the Company's conversion to a C corporation, to extinguish debt
incurred for acquisitions made in fiscal 1999 and for additional working
capital. In November 1999, the Company sold 4,000 shares of common stock in its
initial public offering and raised, net of offering expenses, $21,355. Working
capital was $20,399 at June 30, 2000 and $2,316 at June 30, 1999.
Cash provided by operating activities was $2,162 in fiscal 2000,
compared with cash provided by operating activities of $811 in 1999. In fiscal
2000, cash was used to fund increases in accounts receivable of $7,981, which
was offset by funds provided of $9,299 from increased accounts payable. Prior to
the Company's fiscal yearend on June 30, 2000, several large auctions had been
completed, but the majority of the cash had not been received by fiscal
22
<PAGE> 23
yearend and the consignors to these auctions had not been paid. The timing of
these auctions is the primary cause for the increase in accounts receivable and
accounts payable at June 30, 2000. Consignment auction advances increased by
$453 reflecting higher auction activity levels. Prepaid expenses increased
primarily because of increases in prepaid rent relating to our new facility and
insurance. Inventories increased $1,154 during fiscal 2000 primarily due to the
operations of Bowers and Merena, which the Company acquired in March 2000. Cash
from operating activities was also provided by net income and charges for
depreciation and goodwill amortization amounted to $3,231.
Net cash used in investing activities was $11,223 in fiscal 2000 and was
composed of $915 for capital expenditures and $10,308 for acquisitions,
primarily the Bowers and Merena acquisition. In fiscal 1999, net cash used in
investing activities was $1,468 and primarily consisted of expenditures for
capital assets. The Company anticipates that capital expenditures will be
approximately $500 in fiscal 2001. In addition, the Company anticipates that
additional capital expenditures of approximately $500 will be required for
leasehold improvements and related items in conjunction with its relocation to a
new facility.
Net cash provided by financing activities in fiscal 2000 was $21,789 and
consisted of the net proceeds from the Company's initial public offering and
proceeds from the exercise of stock options. In fiscal 1999, $6,391 was raised
in a private placement, $2,610 was used for a liquidating dividend to
shareholders, and $2,000 was used to extinguish debt incurred in acquisitions.
Cash of $116 from financing activities was provided from the sale of treasury
stock during fiscal 1999.
At June 30, 2000, cash and cash equivalents was $14,580 compared to cash
and cash equivalents of $1,852 at June 30, 1999.
We believe that our existing cash balances and internally generated
funds will be sufficient to finance our operations and financing requirements
for at least the next twelve months. Our grading and authentication services
provide the Company with a relatively steady source of cash because, in most
instances, customers prepay for services at the time of submittal for these
services. However, the Company does not have a credit facility and is not in the
type of business where a credit facility could be readily obtainable. The
Company has executed a nine-year lease on a new facility adjacent to its current
facility and anticipates moving in November 2000. In conjunction with this move,
the Company anticipates that it will be required to spend approximately $500 in
leasehold improvements and related items and will incur moving-related expenses
of approximately $200. In addition, the Company anticipates that its facility
lease expense will increase by approximately $400 in fiscal 2001 over the amount
incurred in fiscal 2000. Depending upon our growth and working capital
requirements, the Company 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.
23
<PAGE> 24
TRANSITION TO THE YEAR 2000
We did not experience any interruption to our business as a result of
the transition to January 1, 2000, and we are not aware of any Year 2000 related
problems associated with our internal systems or software, or with the software
and systems of our vendors or distributors. Computer experts have warned that
there may still be residual consequences of the change in centuries, and any
such difficulties could result in a decrease in sales of our products, an
increase in allocation of resources to address Year 2000 problems of our
customers, or an increase in litigation costs relating to losses suffered by our
customers due to such Year 2000 problems. We intend to maintain efforts relating
to internal Year 2000 compliance; however, we do not anticipate any significant
future costs with respect to this issue.
ITEM 7A. QUANTITIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact the financial
position, results of operations or cash flows of the Company due to adverse
changes in financial market prices, including interest rate risk, foreign
currency exchange rate risk, commodity price risk and other relevant market rate
or price risks.
The Company is exposed to a degree of market risk through changes in
short-term interest rates. At June 30, 2000, we had approximately $14.6 million
in cash and cash equivalents. These funds are primarily invested in a highly
liquid money market fund and interest earned is re-invested in the same fund.
The company is exposed to changes in short-term interest rates but this risk is
not considered material by the Company.
The Company has no activities that would expose it to foreign currency
exchange rate risk or commodity price risks.
----------------
FORWARD LOOKING STATEMENTS
This Report, including "Managements's Discussion and Analysis of
Financial Condition and Results of Operations" contains forward-looking
information which reflects management's current views of Collectors Universe's
future financial performance. The forward-looking information is subject to
certain risks and uncertainties described in Part I of this Report under the
caption "Item I -- Description of Business -- Certain Factors That Could Affect
Our Future Performance" and in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" above.
Due to these and other possible uncertainties and risks, readers are
cautioned not to place undue reliance on the forward-looking statements
contained in this Report, which speak only as of the date of this Report, or to
make predictions based solely on historical financial performance.
24
<PAGE> 25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Page
----
Independent Auditors' Report.............................................. 26
Consolidated Balance Sheets at June 30, 2000 and 1999..................... 27
Consolidated Statements of Operations for the years ended
June 30, 2000, 1999 and 1998.......................................... 28
Consolidated Statements of Stockholders' Equity for the years ended
June 30, 2000, 1999 and 1998.......................................... 29
Consolidated Statements of Cash Flows for the years ended
June 30, 2000, 1999 and 1998.......................................... 30
Notes to Consolidated Financial Statements................................ 32
25
<PAGE> 26
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of
Collectors Universe, Inc.
We have audited the accompanying consolidated balance sheets of
Collectors Universe, Inc. and subsidiaries (the Company) as of June 30, 2000 and
1999, and the related consolidated statements of operations, stockholders'
equity, and cash flows for each of the three years in the period ended June 30,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of Collectors Universe, Inc.
and subsidiaries as of June 30, 2000 and 1999, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 2000, in conformity with accounting principles generally accepted in
the United States of America.
DELOITTE & TOUCHE LLP
Costa Mesa, California
September 5, 2000
26
<PAGE> 27
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
ASSETS
<TABLE>
<CAPTION>
JUNE 30,
-----------------------
2000 1999
------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $14,580 $ 1,852
Accounts receivable, net 10,157 2,026
Auction consignment advances 1,693 298
Inventories, net 7,415 3,148
Prepaid expenses and other 933 216
Refundable income taxes 388 --
Deferred income taxes 350 218
------- --------
Total current assets 35,516 7,758
Property and equipment, net 1,616 1,201
Note receivable from related party 92 178
Other assets 427 167
Goodwill, net 17,920 5,599
Deferred income taxes 661 637
------- --------
$56,232 $ 15,540
======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $11,729 $ 2,430
Accrued liabilities 1,124 856
Accrued compensation and benefits 540 524
Deferred revenue 1,724 1,616
Income taxes payable -- 16
------- --------
Total current liabilities 15,117 5,442
Commitments and contingencies (Note 12) --
Stockholders' equity:
Preferred stock, $.001 par value; 3,000 shares authorized;
No shares issued or outstanding -- --
Common stock, $.001 par value; 30,000 shares authorized;
(issued and outstanding shares: 2000-25,429 and 1999-20,282) 25 20
Additional paid-in capital 41,056 11,586
Retained earnings (deficit) 34 (1,508)
------- --------
Total stockholders' equity 41,115 10,098
------- --------
$56,232 $ 15,540
======= ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
27
<PAGE> 28
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
------------------------------------------
2000 1999 1998
-------- -------- --------
<S> <C> <C> <C>
Net revenues
Grading and authentication fees $ 24,363 $ 17,685 $ 10,160
Sales of collectibles and other 12,974 2,832 341
Commissions earned 5,037 2,046 488
-------- -------- --------
Total net revenues 42,374 22,563 10,989
Cost of revenues
Cost of collectibles sold 11,981 2,590 257
Grading and authentication operating expenses 6,855 5,252 2,302
Other operating expenses 1,349 812 356
-------- -------- --------
Total costs of revenues 20,185 8,654 2,915
-------- -------- --------
Gross profit 22,189 13,909 8,074
Selling, general and administrative expenses 18,553 13,124 7,135
Stock-based compensation expenses 61 1,244 --
Amortization of goodwill 1,070 337 33
-------- -------- --------
Total operating expenses 19,684 14,705 7,168
Operating income (loss) 2,505 (796) 906
Interest income, net 748 30 26
Other expense (161) (28) (46)
-------- -------- --------
Income (loss) before income taxes 3,092 (794) 886
Provision (benefit) for income taxes 1,550 (624) 13
-------- -------- --------
Net income (loss) $ 1,542 $ (170) $ 873
======== ======== ========
Net income (loss) per share:
Basic $ 0.07 $ (0.01) $ 0.05
-------- -------- --------
Diluted $ 0.06 $ (0.01) $ 0.05
======== ======== ========
Weighted average shares outstanding:
Basic 23,330 17,644 16,064
-------- -------- --------
Diluted 24,575 17,644 16,064
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
28
<PAGE> 29
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except per share data)
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL RETAINED TREASURY STOCK
------------------ PAID-IN EARNINGS -------------------
SHARES AMOUNT CAPITAL (DEFICIT) SHARES AMOUNT TOTAL
------ ------ ---------- --------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1997 20,667 $20 $ 70 $ 1,604 4,535 $(624) $ 1,070
Dividends to stockholders (400) (400)
Sale of treasury stock (230) 61 61
Purchase of treasury stock 230 (42) (42)
Net income 873 873
------ --- ------- -------- ------- ------ -------
Balance at June 30, 1998 20,667 20 70 2,077 4,535 (605) 1,562
Dividends to stockholders (2,610) (2,610)
Undistributed earnings of
S Corporation 316 (316) --
Sale of treasury stock (318) 116 116
Cancellation of treasury stock (3,356) (3) 3 (489) (3,356) 489 --
Issuance of shares in acquisition 1,689 2 3,563 (861) 3,565
Issuance of common stock in
private placement 1,282 1 6,390 6,391
Compensation expense related to
stock options granted 1,244 1,244
Net loss (170) (170)
------ --- ------- -------- ------- ------ -------
Balance at June 30, 1999 20,282 20 11,586 (1,508) -- -- 10,098
Issuance of common stock in
public offering 4,000 4 21,351 21,355
Issuance of shares in acquisition 1,000 1 7,624 7,625
Exercise of stock options 147 -- 323 323
Tax benefit of stock option exercise 111 111
Compensation expense related to
stock options granted 61 61
Net income -- 1,542 1,542
------ --- ------- -------- ------- ------ -------
Balance at June 30, 2000 25,429 $25 $41,056 $ 34 -- -- $41,115
====== === ======= ========= ======= ====== =======
</TABLE>
The accompanying notes are in integral part of these consolidated financial
statements.
29
<PAGE> 30
COLLECTORS UNIVERSE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except per share data)
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
----------------------------------
2000 1999 1998
-------- ------- -----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,542 $ (170) $ 873
Adjustments to reconcile net income (loss) to net
Cash provided from operating activities:
Depreciation and amortization 1,689 581 169
Stock-based compensation expense 61 1,244 --
Provision for bad debts 182 51 --
Provision for inventory writedown 17 161 2
Accrued interest income from related party -- (13) (3)
Write-off and forgiveness of note receivable from
related party 26 15 134
Loss on disposal of assets -- 74 32
Minority interest -- 28 46
Deferred income taxes (156) (855) --
Changes in operating assets and liabilities
(net of effects of acquisitions)
Accounts receivable (7,981) (1,295) (16)
Auction consignment advances (453) (120) (156)
Inventories (1,154) (2,547) (271)
Prepaid expenses and other (597) (97) (51)
Refundable income taxes (388) -- 9
Other assets (260) (64) --
Accounts payable 9,299 1,965 (184)
Accrued liabilities 227 427 (31)
Accrued compensation and benefits 16 323 (41)
Deferred revenue 108 1,095 302
Income tax payable (16) 8 9
-------- ------- -----
Net cash provided by operating activities 2,162 811 823
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment -- 84 --
Advances on notes receivable -- (180) (100)
Capital expenditures (915) (1,211) (109)
Net cash paid for acquired businesses (10,308) (262) --
Collections on notes receivable from related parties -- 101 7
-------- ------- -----
Net cash used in investing activities (11,223) (1,468) (202)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
30
<PAGE> 31
COLLECTORS UNIVERSE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands, except per share data)
<TABLE>
<CAPTION>
YEARS ENDED JUNE 30,
----------------------------------
2000 1999 1998
-------- ------- -----
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends to shareholders $ -- $(2,610) $(400)
Sale of treasury stock -- 116 19
Repayment of acquisition notes payable -- (2,000) --
Proceeds from sale of common stock 21,355 6,391 --
Stock option exercise and related tax benefit 434 -- --
-------- ------- -----
Net cash provided by (used in)
financing activities 21,789 1,897 (381)
Net increase in cash and cash equivalents 12,728 1,240 240
Cash and cash equivalents at beginning of year 1,852 612 372
-------- ------- -----
Cash and cash equivalents at end of year $ 14,580 $ 1,852 $ 612
======== ======= =====
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ 27 $ --
Income taxes paid $ 2,018 $ 223 $ 5
SUPPLEMENTAL SCHEDULE OF NONCASH TRANSACTIONS:
During the years ended June 30, 2000 and 1999,
the Company acquired certain businesses,
as follows (Note 3):
Common stock issued in acquisitions $ 7,625 $ 3,565
Debt issued in acquisitions -- 2,000
Fair value of assets acquired (4,583) --
Cash paid in acquisitions 10,308 262
Minority interest -- (92)
Liabilities assumed 41 146
-------- -------
Goodwill $ 13,391 $ 5,881
======== =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
31
<PAGE> 32
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2000, 1999 AND 1998
(in thousands, except per share data)
1. COMPANY ORGANIZATION AND NATURE OF BUSINESS
ORGANIZATION
Collectors Universe, Inc. (the Company) is a Delaware corporation that
was organized on February 5, 1999 for the purpose of enabling Professional Coin
Grading Service, Inc. (PCGS or the Predecessor) to acquire other businesses
that, like PCGS, provide services to the collectibles markets. On February 5,
1999 Collectors Universe issued 17,311 shares of common stock in exchange for
all of the outstanding shares of PCGS. As a result of that exchange, the former
stockholders of PCGS become stockholders of Collectors Universe, with each of
them receiving a number of our shares based on his or her percentage ownership
of the shares of PCGS. Prior to this exchange, Collectors Universe had no
operating assets or liabilities and had not yet conducted any operations. The
assets and liabilities acquired were recorded at the predecessor basis as the
transaction represented a transfer of assets and liabilities between entities
under common control.
Concurrently, with the exchange transaction with PCGS, Collectors
Universe acquired the assets of the auction businesses of Lyn F. Knight Rare
Coins, Inc. (Lyn Knight) and Kingswood Coin Auctions, LLC (Kingswood) and the
minority ownership interests in Superior Sportscard Auctions, LLC (Superior) and
Internet Universe, LLC (IU), both of which were majority-owned subsidiaries of
PCGS at the time these acquisitions were consummated.
NATURE OF THE BUSINESS
We are a collectibles company engaged in the grading, auctioning,
selling and content information for high-end collectibles. We provide
authentication and grading services for sportscards, rare coins, stamps and
authentication-only services for sports memorabilia and autographs. We conduct
in-person, telephone and Internet auctions of rare coins and currency,
sportscards and sports memorabilia, rare records and entertainment memorabilia.
We sell rare coins and records on a direct basis and through catalogues and the
Internet. We also publish magazines that provide market prices and information
for certain collectibles.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America.
32
<PAGE> 33
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements for the fiscal years ended June
30, 1999 and 1998 include the accounts of our predecessor corporation, PCGS, and
its majority-owned subsidiaries, Superior and IU, in which PCGS had a 60% and
55% ownership interest, respectively. These financial statements include the
accounts of PCGS for the entire fiscal year and the accounts of Lyn Knight and
Kingswood, from the date of their acquisitions. During 1999, we acquired the
remaining ownership interest in Superior and IU, which resulted in the full
consolidation of these entities from the date of acquisition. During fiscal year
2000, we acquired substantially all of the operating assets of Bowers and Merena
and consolidated their accounts from the date of acquisition. All significant
intercompany accounts and transactions have been eliminated in consolidation.
FISCAL YEAR
The Company's fiscal year ends on the Saturday closest to June 30th
effective for fiscal year 2000. Accordingly, the last three fiscal years ended
on July 1, 2000, June 30, 1999 and June 30, 1998. For clarity of presentation,
all fiscal years are reported as ending on June 30th.
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 and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results inevitably will differ from those estimates,
and such differences may be material to the consolidated financial statements.
CASH AND CASH EQUIVALENTS
We consider all highly liquid investments with original maturities of
three months or less at the date of purchase to be cash equivalents.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
significant concentrations of credit risk consist primarily of cash and cash
equivalents and accounts receivable. The Company invests its excess cash in a
large uninsured institutional money market fund. Payment for grading services is
generally made before an item is shipped, but we do extend credit to certain
larger dealers. We generally extend credit to customers who purchase
collectibles in one of our auctions but, in some instances, retain possession of
the items until payment is received. At June 30, 2000, one customer represented
approximately 14% of outstanding accounts receivable. The amount of the accounts
receivable is fully collateralized. The Company performs an analysis of the
expected collectibility of accounts receivable and makes an allowance for
doubtful accounts, when necessary. The allowance for doubtful accounts was $105
and $38 at June 30, 2000 and 1999, respectively.
33
<PAGE> 34
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash equivalents, accounts receivable, accounts
payable, accrued liabilities and notes receivable approximate their fair values
because of the short maturity of these instruments.
INVENTORIES
We account for inventories under the specific identification method,
except for autograph and certain sportcard inventory that is accounted for at
average cost. Inventories are valued at the lower of cost or market on an
inventory category basis. Inventories are periodically reviewed to identify slow
moving items and the allowance for inventory loss is adjusted, as necessary. The
allowance for inventory loss was $106 and $161 at June 30, 2000 and 1999,
respectively. It is possible that our estimates of market value could change in
the near term due to market conditions in the various collectible markets served
by the Company.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization
are provided using the straight-line method over the estimated useful lives
ranging from three to seven years. Leasehold improvements are amortized over the
shorter of the estimated useful lives of the improvements or the term of the
related lease. Repair and maintenance costs are expensed as incurred.
GOODWILL
Goodwill represents the excess of the purchase price over the fair value
of net assets acquired and is amortized using the straight-line method over
periods ranging from five to fifteen years. We periodically evaluate the
recoverability of goodwill by determining whether the amortization of the
balance over its remaining useful life can be recovered through projected
undiscounted future operating cash flows. Based on our most recent analysis, we
believe that no impairment exists at June 30, 2000. Accumulated amortization of
goodwill was $1,446 and $382 at June 30, 2000 and 1999, respectively.
IMPAIRMENT OF LONG-LIVED ASSETS
We account for the impairment of disposition of long-lived assets in
accordance with Statement of Financial Accounting Standards (SFAS) No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of (SFAS No. 121). In accordance with SFAS No. 121, long-lived
assets to be held are reviewed for events or changes in circumstances which
indicate that their carrying value may not be recoverable through projected
undisounted future operating cash flows. The Company periodically reviews the
carrying value of long-lived assets to determine whether an impairment to such
value has occurred. At June 30, 2000, there was no impairment of long-lived
assets.
34
<PAGE> 35
REVENUE RECOGNITION
Revenue from services performed and collectible sales is generally
recognized at the time of shipment. Grading revenue is recognized when the
graded item is returned to the customer. Advance payments received for grading
services are deferred until the service is performed and the item is shipped.
Collectible sales are recognized when the item is shipped. Auction commissions
are recognized when a specific item is shipped to the winning bidder. Depending
on the collectible sold or auctioned, we may offer a return privilege. We
calculate a return factor based upon historical return rates and provide a
reserve, as appropriate.
WARRANTY COSTS
The Company offers a warranty covering the coins and sportscards it
authenticates and grades. Under the terms of the warranty, any coin or
sportscard originally graded by us, which subsequently receives a lower grade
upon resubmittal to us, obligates us to either purchase the coin or sportscard
or pay the difference in value of the item at its original grade as compared
with its lower grade. Similarly, any coin or sportscard originally graded by us,
which subsequently is determined to be not authentic, obligates us to purchase
the coin or sportscard. We accrue for estimated warranty costs based on
historical trends and related experience.
ADVERTISING COSTS
Advertising costs are expensed as incurred and amounted to approximately
$895, $612 and $250 for the three years ended June 30, 2000, 1999 and 1998,
respectively.
INCOME TAXES
We account for income taxes in accordance with SFAS No. 109, Accounting
for Income Taxes. Deferred taxes on income result from temporary differences
between the reporting of income and expense for financial statements and tax
reporting purposes. A valuation allowance related to a deferred tax asset is
recorded when it is more likely than not that some portion or all of the
deferred tax asset will not be realized. Prior to February 5, 1999, we elected
to be treated as an S corporation under the Internal Revenue Code and California
Revenue and Taxation Code. Accordingly, the provision for income taxes for the
year ended June 30, 1998 is computed by applying the California franchise tax
rate for S corporations of 1.5% to our income before tax. Effective February 5,
1999, we converted to a C corporation and become a taxable entity subject to
regular federal and state income taxes on an ongoing basis.
STOCK-BASED COMPENSATION
We account for stock-based awards to employees, using the intrinsic
value method in accordance with Accounting Principles Board (APB) Opinion No.
25, Accounting for Stock Issued to Employees, and adopted the disclosure
provisions of SFAS No. 123, Accounting for Stock-Based Compensation.
35
<PAGE> 36
We account for equity instruments issued to non-employees in accordance
with the provisions of SFAS No. 123 and Emerging Issues Task Force (EITF) Issue
No. 96-18, Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling Goods or Services. All
transactions in which goods or services are the consideration received for the
issuance of equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date of the fair value of
the equity instrument issued is the earlier of the date on which the third-party
performance is complete or the date on which it is probable that performance
will occur.
NET INCOME (LOSS) PER SHARE
We compute net income (loss) per share in accordance with SFAS No. 128,
Earnings Per Share. SFAS No. 128 requires the presentation of basic and diluted
earnings per share. Basic earnings (loss) per share is computed by dividing net
income (loss) attributable to common stockholders by the weighted average number
of common shares outstanding during the periods presented. Diluted net income
per share is computed by dividing net income attributable to common stockholders
by the weighted average number of common and common equivalent shares
outstanding during the periods presented assuming the exercise of all
outstanding stock options and other dilutive securities. There were no dilutive
securities outstanding during the year ended June 30, 1998. For the year ended
June 30, 1999, the effect of potentially dilutive stock options of 1,121 shares
is not included, as the effect is anti-dilutive.
The following table sets forth the computation of basic and diluted net
income (loss) per common share (in thousands):
<TABLE>
<CAPTION>
June 30,
-----------------------------------
2000 1999 1998
------- -------- -------
<S> <C> <C> <C>
Numerator:
Net income (loss) used for basic and diluted
net income (loss) per share $ 1,542 $ (170) $ 873
======= ======== =======
Denominator:
Average common shares used for basic net income
(loss) per share 23,330 17,644 16,064
Effects of dilutive stock options 1,245 -- --
------- -------- -------
Denominator for diluted net income (loss) per share 24,575 17,644 16,064
======= ======== =======
</TABLE>
COMPREHENSIVE INCOME
On January 1, 1998, the Company adopted SFAS No. 130, Reporting
Comprehensive Income. 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 other
comprehensive income requiring separate disclosure.
36
<PAGE> 37
BUSINESS SEGMENTS
Effective July 1, 1998, the Company adopted SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information. The Company operates in
two reportable segments. All of the Company's sales and identifiable assets are
located in the United States.
COMPUTER SOFTWARE DEVELOPMENT COSTS
Effective July 1, 1999, the Company adopted Statement of Position No.
98-1, Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use (SOP No. 98-1). For fiscal year 2000, the Company capitalized $188
of software development costs and amortized $39 of these costs based upon a
two-year amortization period.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, which the Company is required to adopt
effective for the first quarter of its fiscal year beginning July 1, 2000. SFAS
No. 133 will require the Company to record all derivatives on the balance sheet
at fair value. The Company does not have any derivative instruments nor does the
Company engage in hedging activities. Therefore, the adoption of SFAS No. 133 is
not expected to have an impact on the Company's financial position and results
of operations.
In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements (SAB 101). SAB 101 provides interpretive guidance on the recognition,
presentation, and disclosure of revenue in financial statements under certain
circumstances. The Company is evaluating the impact that SAB 101 will have on
its consolidated financial statements, if any.
In March 2000, the FASB issued Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation--an interpretation of APB
Opinion No. 25 (FIN 44). FIN 44 clarifies, among other issues, (a) the
definition of employee for purposes of applying APB Opinion No. 25; (b) the
criteria for determining whether a plan qualifies as a non-compensatory plan;
(c) the accounting consequence of various modifications to the terms of a
previously-fixed stock option or award; and (d) the accounting for an exchange
of stock compensation awards in a business combination. FIN 44 is effective July
1, 2000. The Company does not expect the adoption of FIN 44 to have material
effect on the Company's financial position or results of operations.
37
<PAGE> 38
RECLASSIFICATIONS
Certain reclassifications have been made to the fiscal 1999 and 1998
financial statements to conform to the fiscal 2000 presentation.
3. ACQUISITIONS
On January 25, 1999, PCGS acquired an additional 40% membership interest
in IU. PCGS exchanged 861 shares of its common stock valued at $1,199 for the
40% membership interest of IU. The acquisition was accounted for under the
purchase method of accounting. The total purchase price of $1,293, including
transaction costs of $37, was allocated to goodwill to be amortized over five
years.
On February 5, 1999, we acquired certain assets of Lyn Knight related to
Lyn Knight's currency auction business for $100 in cash, a promissory note of
$1,000 and 760 shares of the Company's common stock valued at $1,064. The
acquisition was accounted for under the purchase method of accounting and the
entire puchase price of $2,201, including transaction cost of $37 was allocated
to goodwill to be amortized over 15 years. The results of operations of Lyn
Knight have been included in our consolidated financial statements from the date
of acquisition. During the fiscal 1999, the outstanding amount due on the
promissory note was paid.
On February 5, 1999, we acquired certain assets of Kingswood for a
promissory note of $1,000 and 190 shares of the Company's common stock valued at
$266. The acquisition was accounted for under the purchase method of accounting
and the entire purchase price of $1,300, including transaction costs of $34 was
allocated to goodwill to be amortized over five years. The results of operations
of Kingswood have been included in our consolidated financial statements from
the date of acquisition. During fiscal 1999, the outstanding amount due on the
promissory note was paid.
On February 5, 1999, we acquired the remaining 40% membership interest
of Superior not already owned by the Company. We exchanged 631 shares of the
Company's common stock valued at $885 for the remaining 40% membership interest
of Superior not already owned by the Company. The acquisition was accounted for
under the purchase method of accounting. The total purchase price of $911,
including transaction costs of $26 and a minority interest liability of $149 was
allocated to goodwill to be amortized over 15 years.
On February 5, 1999, we acquired the remaining 5% membership interest of
IU not already owned by us in exchange for 108 shares of our common stock valued
at $151. The acquisition was accounted for under the purchase method of
accounting. The total purchase price of $179, including transaction costs of
$28, was allocated to goodwill to be amortized over five years.
On March 10, 2000, we acquired substantially all of the operating assets
of Auctions by Bowers and Merena, Inc., Bowers and Merena Galleries, Inc., and
Bowers and Merena Research, Inc., collectively (Bowers and Merena), a business
primarily engaged in the auction and retail sales of rare coins. Total
consideration was $10,003 in cash and 1,000,000 shares of Collectors Universe,
Inc.'s common stock valued at $7,625. The acquisition was accounted for under
38
<PAGE> 39
the purchase method of accounting and, accordingly, the Company has recorded the
assets acquired and the liabilities assumed based on their estimated fair values
at the date of acquisition. The total purchase price was allocated to tangible
net assets acquired of $4,542 and goodwill of $13,086 to be amortized over 15
years. The results of operations of Bowers and Merena have been included in our
consolidated financial statements from the date of acquisition.
On October 11, 1999, we acquired Professional Stamp Experts (PSE), a
stamp authentication service. Total consideration was $305 in cash. The
acquisition was accounted for under the purchase method of accounting. As there
were no tangible assets acquired, the entire purchase amount was allocated to
goodwill to be amortized over 5 years. The results of operations of PSE have
been included in our consolidated financial statements from the date of
acquisition.
The following unaudited pro forma consolidated results of operations
give effect to the above acquisitions as though such acquisitions had occurred
as of the beginning of each period presented. The pro forma information is
provided for informational purposes only. It is based on historical information
and does not necessarily reflect the actual results that would have occurred and
is not necessarily indicative of future results of operations of the combined
companies.
YEAR ENDED JUNE 30,
-----------------------
2000 1999
-------- --------
UNAUDITED
Total revenues ......................... $ 51,631 $ 34,763
======== ========
Net income ............................. $ 3,275 $ 1,655
======== ========
Pro forma net income per share:
Basic ............................... $ 0.14 $ 0.09
Diluted ............................. $ 0.13 $ 0.08
4. INVENTORIES
Inventories consist of the following at June 30:
2000 1999
-------- --------
Coins and currency .................... $ 4,412 $ 1,551
Sportscards and memorabilia ........... 1,492 837
Records ............................... 563 631
Other collectibles .................... 1,054 290
-------- --------
7,521 3,309
Less inventory reserve ............. (106) (161)
-------- --------
$ 7,415 $ 3,148
======== ========
Inventory reserve represents valuation allowance on certain items held
in inventory.
39
<PAGE> 40
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following at June 30:
2000 1999
------- -------
Coins and sportscard grading reference sets, fair
value of $11 and $19 at June 30, 2000 and 1999,
respectively .................................. $ 40 $ 40
Computer hardware and equipment ................. 1,421 1,114
Computer software ............................... 686 298
Equipment ....................................... 1,102 790
Furniture and office equipment .................. 634 615
Leasehold improvements .......................... 111 106
------- -------
3,994 2,963
Less accumulated depreciation and amortization .. (2,378) (1,762)
------- -------
Property and equipment, net ..................... $ 1,616 $ 1,201
======= =======
Depreciation expense for fiscal 2000, 1999 and 1998 was $619, $244 and
$136, respectively.
6. ACCRUED LIABILITIES
Accrued liabilities consist of the following at June 30:
2000 1999
------ ----
Warranty costs............................... $ 280 $232
Professional fees............................ 91 313
Other........................................ 753 311
------ ----
$1,124 $856
====== ====
7. INCOME TAXES
The provision (benefit) for income taxes consists of the following for
the years ended June 30:
2000 1999 1998
------- ----- -----
Current:
Federal ......................... $ 1,359 $ 173 $ --
State ........................... 347 58 13
------- ----- ----
1,706 231 13
Deferred:
Federal ......................... (143) (672) --
State ........................... (13) (183) --
------- ----- ----
(156) (855) --
------- ----- ----
Total income tax provision (benefit) $ 1,550 $(624) $ 13
======= ===== ====
40
<PAGE> 41
The reconciliation of income tax provision (benefit) computed at federal
statutory rates to income tax provision (benefit) for the years ended June 30,
is as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------- ----- -----
<S> <C> <C> <C>
Tax at federal statutory rates .................... $ 1,082 $(278) $ 301
State income taxes, net ........................... 217 (81) 13
Recording of deferred income tax assets in
connection with the conversion to a C corporation -- (122) --
S corporation net income not subject to federal tax -- (271) (301)
Goodwill .......................................... 168 96 --
Other, net ........................................ 83 32 --
------- ----- -----
$ 1,550 $(624) $ 13
======= ===== =====
</TABLE>
Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Significant
components of deferred taxes as of June 30, 2000 and 1999, are as follows:
2000 1999
------- -----
Deferred tax assets:
Supplier compensation costs ....... $ 546 $ 546
Reserves .......................... 303 188
State taxes ....................... 45 --
Property and equipment ............ 47 84
Other ............................. 82 113
------- -----
Total deferred tax assets ..... 1,023 931
Deferred tax liabilities:
State taxes ....................... -- (64)
Other ............................. (12) (12)
------- -----
Total deferred tax liabilities (12) (76)
------- -----
Net deferred tax assets .............. 1,011 855
Less: Current portion ................ (350) (218)
------- -----
$ 661 $ 637
======= =====
Prior to February 5, 1999, we elected to be treated as an S corporation
under the Internal Revenue Code and California Revenue and Taxation Code.
Accordingly, the provision for income taxes for the year ended June 30, 1998 is
computed by applying the California franchise tax rate for S corporations of
1.5% to our pretax earnings. Effective February 5, 1999, we converted to a C
corporation and became a taxable entity subject to regular federal and state
income taxes on an ongoing basis. As a result, we recorded $122 of net deferred
income tax assets on February 5, 1999 through a benefit recorded in the
accompanying consolidated statements of operations.
41
<PAGE> 42
8. EMPLOYEE BENEFIT PLAN
We established an employee benefit plan, effective July 1992, that
features a 401(k) salary reduction provision covering all employees who meet
eligibility requirements. Eligible employees may elect to defer up to 15% of
compensation or the statutorily prescribed annual limit. The Company, at its
discretion, may make contributions to the plan. To date, we have not made
contributions to the plan and administrative costs have been nominal.
On July 5, 2000, the Company implemented the previously approved
Employee Stock Purchase Plan (the Plan) covering all employees who meet
certain eligibility requirements. The Plan allows employees to elect at the
beginning of each six-month period to contribute up to 15% of compensation that
will be applied to the purchase of Company stock at the end of the six-month
period. The purchase price is 85% of the stock price on the first day of the
six-month period or the last day of the six-month period, whichever is lower.
9. STOCKHOLDERS' EQUITY
On February 5, 1999, the Predecessor's stockholders exchanged 75 shares
of Predecessor's common stock for 17,311 shares of Collectors Universe's common
stock. All shares and per share amounts included in the accompanying financial
statements and footnotes have been restated to reflect the exchange ratios of
229.629-for-one. In addition, we also issued 1,689 shares of common stock in
connection with certain business acquisitions.
In March 1999, we sold 1,282 shares of common stock in a private
placement at a price of $5.00 per share. Net proceeds from the private placement
amounted to approximately $6,391 after deducting offering expenses of
approximately $19. Net proceeds from the private placement offering were used to
pay indebtedness of $2,000 relating to business acquisitions (Note 3), to fund
the distribution of previously taxed income to Predecessor stockholders in the
amount of $2,200 and to provide working capital for general corporate purposes.
In November 1999, we sold 4,000 shares of common stock in our initial
public stock offering. Net proceeds from the initial public stock offering were
approximately $21,400 after deducting offering expenses of approximately $2,600.
In March 2000, we issued 1,000 shares as partial consideration in connection
with a business acquisition (Note 3).
CONSULTING AGREEMENT
In July 1997, we granted options to an individual to purchase 532 shares
of our common stock at an exercise price of $0.33 per share as consideration for
a five-year consulting agreement commencing on July 1, 1997. The options vest
20% per year commencing December 31, 1997 through December 31, 2001 and are
exercisable on or before December 31, 2005. No amount was allocated to the value
of the options, as the amount was insignificant.
42
<PAGE> 43
WARRANT AGREEMENT
In May 1999, we granted a warrant to purchase 50 shares of our common
stock at an exercise price of $5.00 per share in connection with an exclusive
license agreement. No amount was allocated to the value of the warrant, as the
amount was insignificant.
NON-QUALIFIED STOCK OPTION
In March 2000, we granted a non-qualified stock option that was not
under the 1999 Stock Incentive Plan for 500 shares of common stock at an
exercise price of $7.63 in connection with an employment agreement.
SUPPLIER COMPENSATION COST
During the fourth quarter ended June 30, 1999, we entered into
agreements with collectible experts to provide content for our websites and to
supply a specified amount of collectible merchandise over a multi-year period.
The agreements provide for the aggregate award of 594 stock options at an
exercise price of $5.00 a share. The agreements provide for immediate vesting
and are exercisable over the three to five year term of the agreements. We have
determined that the measurement date for the recognition of the fair value of
these restricted stock awards is at the time of agreement execution. The fair
value of the restricted stock awards was computed as the difference between the
exercise price of $5.00 per option and the low end of the estimated range of the
initial public price per share.
During the year ended June 30, 1999, we recognized $1,244 of expense
based upon the fair value of the stock options granted and such amount is
included in stock-based compensation expense in the accompanying statements of
operations.
10. STOCK OPTION PLANS
In January 1999, we adopted the PCGS 1999 Stock Incentive Plan (the PCGS
Plan). The PCGS Plan covers an aggregate of 1,077 shares of our common stock. In
February 1999, we adopted the 1999 Stock Inventive Plan (the 1999 Plan), which
provides for grants of incentive stock options, nonstatutory stock options, and
restricted stock grants to directors, officers, employees and consultants of
Collectors Universe who provide valuable services to Collectors Universe,
entitling them to purchase up to 1,749 shares of our common stock. Each of these
Plans provide that the option price per share may not be less than 100% of the
fair market value of a share of common stock on the grant date as determined by
the Board of Directors for incentive stock options and 85% of fair market value
for nonstatutory stock options. For incentive stock options, the exercise price
may not be less than 110% of the fair market value of a share of common stock on
the grant date for any individual possessing 10% or more of the voting power of
all classes of stock of Collectors Universe. The timing of exercise for
individual option grants is at the discretion of the Board of Directors, and the
options expire no later than ten years after the grant date (five years in the
case of incentive stock options granted to individuals possessing 10% or more of
the voting power of all classes of stock of Collectors Universe). In the event
of a change in control of Collectors Universe, an option or award under these
Plans will become fully exercisable if the option or award is not assumed by the
surviving corporation or the surviving corporation does not substitute
comparable awards for the awards granted under these Plans.
43
<PAGE> 44
The following is a summary of stock option activity for fiscal 1999 and
2000 under the PCGS Plan and the 1999 Plan:
<TABLE>
<CAPTION>
Weighted Average
Number Exercise Price
of Shares Price Per Share Per Share
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPTIONS OUTSTANDING AT JUNE 30, 1998
Granted 2,156 $2.11-$5.23 $3.53
Cancelled
Exercised
----- ----------- -----
OPTIONS OUTSTANDING AT JUNE 30, 1999 2,156 $2.11-$5.23 $3.53
Granted 698 $3.62-$7.75 $6.46
Cancelled (262) $5.00-$7.63 $5.14
Exercised (147) $2.11-$6.00 $2.19
----- ----------- -----
OPTIONS OUTSTANDING AT JUNE 30, 2000 2,445 $2.11-$7.75 $4.30
======================================================================================================
</TABLE>
The following table summarizes information about stock options
outstanding at June 30, 2000:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------------------------------------------------------------------------------------
Weighted
Average
Number of Remaining Weighted Number of Weighted
Range of Shares Contractual Average Shares Average
Exercise Price Outstanding Life (years) Exercise Price Exercisable Exercise Price
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$2.11 - $2.99 962 8.8 $2.19 962 $2.19
$3.00 - $3.99 10 9.4 $3.78 -- --
$4.00 - $4.99 -- -- -- -- --
$5.00 - $5.99 949 8.8 $5.04 498 $5.05
$6.00 - $6.99 276 9.3 $6.28 82 $6.00
$7.00 - $7.99 248 9.7 $7.56 11 $7.23
----- --- ----- ----- -----
2,445 8.9 $4.30 1,553 $3.34
================================================================================================================
</TABLE>
The number of stock options exercisable and their weighted-average
exercise prices at June 30, 2000 and 1999 were 1,553 at $3.34 and 1,069 at
$2.43, respectively.
44
<PAGE> 45
SFAS No. 123 encourages, but does not require, companies to record
compensation cost for employee stock option grants, using the fair value method.
As permitted by SFAS No. 123, we have chosen to account for employee option
grants using APB Opinion No. 25 and apply the disclosure-only provisions of SFAS
No. 123. Accordingly, no compensation expense has been recognized for employee
stock option grants; as such, grants have been made at fair market value. Had
compensation expense for the employee stock option grants been determined using
the provision of SFAS No. 123, our net income (loss) for Fiscal 2000 and 1999
would have been reduced (increased) to the amounts indicated below:
------------------------------------------------------------------------------
(In thousands, except per share amounts) 2000 1999
------------------------------------------------------------------------------
Net income (loss):
As-reported $1,542 $ (170)
Pro forma $ 238 $ (526)
Basic net income (loss) per share:
As-reported $0.07 $(0.01)
Pro forma $0.01 $(0.03)
Diluted net income (loss) per share:
As-reported $0.06 $(0.01)
Pro forma $0.01 $(0.03)
--------------------------------------------------------------------------------
Because stock options vest over several years and additional options
grants are expected, the above pro forma effects of applying SFAS No. 123 are
not likely to be representative of the effects on net income (loss) for future
periods.
The fair value of issued stock options is estimated on the date of grant
using the Black-Scholes option pricing model incorporating the following
assumptions for stock option granted in fiscal 2000 and 1999, respectively:
expected volatility (the amount by which the stock price is expected to
fluctuate) of 237% (subsequent to becoming a public company) and 0%; expected
dividend yield of 0% and 0%; risk-free interest rate of 6.3% and 5.5%; and
expected life of five years for all fiscal years. The weighted average fair
value of stock options granted during fiscal 2000 and 1999 was $6.90 and $0.76
per option share, respectively.
11. RELATED-PARTY TRANSACTIONS
During the ordinary course of business, we provided grading services to
certain entities that are owned, controlled or affiliated with our stockholders.
Grading revenues received from these related entities amounted to $144, $216 and
$153 during the years ended June 30, 2000, 1999 and 1998, respectively. In
addition, we purchased inventories from and sold inventories to certain of these
related entities. Purchases of inventories from these related entities amounted
to $247, $537 and $220 during the years ended June 30, 2000, 1999 and 1998,
respectively. Sales of inventories to these related entities amounted to $0, $0
and $46 during the years ended June 30, 2000, 1999 and 1998, respectively.
J.D.R.C., Inc., an entity owned by one of our stockholders, provides
research-consulting services to us related to our coin grading and
authentication services. Amounts paid to J.D.R.C., Inc. related to these
consulting services were $102, $152 and $173 during the years ended June 30,
2000, 1999 and 1998, respectively.
At June 30, 1997, we had an unsecured note receivable from an employee
of $134 for amounts advanced to the employee. During the year ended June 30,
1998, such note was written-off as uncollectible.
45
<PAGE> 46
At June 30, 1998, we had an unsecured note receivable from D.H.R.C.C.,
an entity owned by one of our stockholders, in the amount of $101. Such note
bore interest at 9% per annum and was paid in full during the year ended June
30, 1999.
In October 1998, we loaned $180 to a former officer of the Company. The
loan bears interest at 9% per annum and is collateralized by 101 shares of our
common stock. Unpaid principal and interest is due and payable in November 2001.
Unpaid principal and interest at June 30, 2000 was $152, $60 of which is
included in prepaid expenses and other in the accompanying consolidated balance
sheets. In addition, we paid the former officer $100 for relocation expenses,
which is included in general and administrative expenses for fiscal 1999.
12. COMMITMENTS AND CONTINGENCIES
LEASES
The Company has various operating lease commitments for facilities and
equipment that expire through the year 2009. Total rent expense, net of sublease
income, for the years ended June 30, 2000, 1999 and 1998 was approximately $871,
$578 and $329, respectively. At June 30, 2000, future minimum lease payments
under these agreements are as follows:
2001 ......................................................... $ 1,146
2002 ......................................................... 1,367
2003 ......................................................... 1,338
2004 ......................................................... 1,253
2005 ......................................................... 1,158
Thereafter .................................................. 5,069
-------
$11,331
=======
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with certain
executive officers and other key employees. The employment agreements provide
for minimum salary levels, incentive compensation and severance benefits, among
other items.
CONSULTING AGREEMENT
The Company has entered into a consulting agreement with a former
executive officer. The agreement provides for payments of $15 per month over a
20-month period, effective April 2000. In fiscal 2000, $45 was recorded as an
operating expense under this consulting agreement. Future payments will be $180
and $75 in fiscal 2001 and 2002, respectively.
46
<PAGE> 47
13. SEGMENT, GEOGRAPHIC AND MAJOR CUSTOMER INFORMATION
We operate principally in two service segments: the authentication and
grading of collectibles and auctions of collectibles. We allocate a substantial
portion of operating expenses to each service segment based upon head count. We
do not allocate specific assets to these service segments. All of our sales and
identifiable assets are located in the Unites States. No individual customer
accounted for 10% or more of revenue for the years ended June 30, 2000, 1999 and
1998.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 2000
----------------------------------------
GRADING AND
AUCTION AUTHENTICATION TOTAL
------- -------------- -------
<S> <C> <C> <C>
Net revenues from external customers.................. $ 18,011 $24,363 $42,374
======== ======= =======
Operating (loss) income .............................. $ (5,544) $ 8,227 $ 2,683
Unallocated operating expenses........................ (178)
-------
Operating income, consolidated........................ $ 2,505
=======
Goodwill amortization................................. $ 1,030 $ 40 $ 1,070
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1999
----------------------------------------
GRADING AND
AUCTION AUTHENTICATION TOTAL
------- -------------- -------
<S> <C> <C> <C>
Net revenues from external customers.................. $ 4,878 $17,685 $22,563
======= ======= =======
Operating (loss) income............................... $(3,753) $ 4,766 $ 1,013
Unallocated operating expenses........................ (1,809)
-------
Operating loss, consolidated.......................... $ (796)
=======
Goodwill amortization................................. $ 337 $ 337
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1998
----------------------------------------
GRADING AND
AUCTION AUTHENTICATION TOTAL
------- -------------- -------
<S> <C> <C> <C>
Net revenues from external customers.................. $1,390 $9,599 $10,989
====== ====== =======
Operating (loss) income............................... $ (404) $2,524 $ 2,120
Unallocated operating expenses........................ (1,214)
-------
Operating income, consolidated........................ $ 906
=======
Goodwill amortization................................. $ 20 $ 13 $ 33
</TABLE>
14. SUBSEQUENT EVENTS
On July 14, 2000, the Company acquired 100% of the common stock of
Odyssey Publications, Inc. (Odyssey). Odyssey, based in Corona, California,
publishes autograph collector magazines and sells celebrity autographs. The
purchase price was $810 and will be accounted for under the purchase method of
accounting for business combinations.
47
<PAGE> 48
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Except for information concerning the Company's executive officers,
which is included in Part I of this Report, the information required by Item 10
is incorporated by reference from the Company's definitive proxy statement for
its annual stockholders' meeting expected to be filed with the Commission on or
before October 30, 2000.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference
from the Company's definitive proxy statement for its annual stockholders'
meeting expected to be filed with the Commission on or before October 30, 2000.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated herein by reference
from the Company's definitive proxy statement for its annual stockholders'
meeting expected to be filed with the Commission on or before October 30, 2000.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated herein by reference
from the Company's definitive proxy statement for its annual stockholders'
meeting expected to be filed with the Commission on or before October 30, 2000.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
A. The following financial statements are included in Item 8 of
Form 10-K:
1. Financial Statements
Independent Auditors' Report
Consolidated Balance Sheets as of June 30, 2000 and 1999
Consolidated Statements of Operations for the years
ended June 30, 2000, 1999 and 1998 Consolidated
Statements of Stockholders' Equity for the years ended
June 30 2000, 1999 and 1998 Consolidated Statements of
Cash Flows for the years ended June 30, 2000, 1999 and
1998 Notes to the Consolidated Financial Statements
2. Financial Statement Schedule
Schedule II -- Valuation and Qualifying Accounts
The other schedules are omitted because the required
information is either inapplicable or has been disclosed
in the consolidated financial statements and notes
thereto.
3. Exhibits
See Index to Exhibits immediately following the
Signature Page of this Report
B. Reports on Form 8-K
A Current Report on Form 8-K was filed on March 21, 2000
relating to the acquisition of substantially all the assets of
Bowers and Merena, which was amended on Form 8-K/A filed on May 18,
2000 to include certain financial and pro forma information
regarding that acquisition.
48
<PAGE> 49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities 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: September 22, 2000 By: /s/ GARY N. PATTEN
-----------------------------
Gary N. Patten
Chief Financial Officer
Chief Accounting Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Hall and Gary N. Patten, jointly
and severally, his or her respective attorneys-in-fact, each with the power of
substitution, for each other in any and all capacities, to sign any amendments
to this Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her respective substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DAVID G. HALL Chairman, Chief Executive Officer September 22, 2000
----------------------------
David G. Hall
/s/ GARY N. PATTEN Chief Financial Officer, Chief September 22, 2000
---------------------------- Accounting Officer and Secretary
Gary N. Patten
/s/ Q. DAVID BOWERS Director September 22, 2000
----------------------------
Q. David Bowers
/s/ LOUIS M. CRAIN Director September 22, 2000
----------------------------
Louis M. Crain
/s/ ROGER W. JOHNSON Director September 22, 2000
----------------------------
Roger W. Johnson
/s/ VAN D. SIMMONS Director September 22, 2000
----------------------------
Van D. Simmons
/s/ ARMEN R. VARTIAN Director September 22, 2000
----------------------------
Armen R. Vartian
</TABLE>
49
<PAGE> 50
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 30, 1998, 1999 AND 2000
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF OPERATING COST OF BALANCE AT END
DESCRIPTION PERIOD EXPENSES REVENUES DEDUCTIONS OF PERIOD
----------- ------------ ---------- ---------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Allowance for doubtful
Accounts ............. $ 28,996 $ -- $ -- $ (28,996) $ --
Inventory reserve ....... 14,262 -- -- (14,262) --
Warranty reserve ........ 186,943 -- 282,086 (294,029) 175,000
-------- -------- -------- --------- --------
Total at June 30, 1998 $230,201 $ -- $282,086 $(337,287) $175,000
======== ======== ======== ========= ========
Allowance for doubtful
Accounts ............. $ -- $ 50,783 $ -- $ (13,283) $ 37,500
Inventory reserve ....... -- -- 160,500 -- 160,500
Warranty reserve ........ 175,000 -- 412,273 (355,674) 231,599
-------- -------- -------- --------- --------
Total at June 30, 1999 $175,000 $ 50,783 $572,773 $(368,957) $429,599
======== ======== ======== ========= ========
Allowance for doubtful
Accounts ............. $ 37,500 $182,372 $ -- $(114,650) $105,222
Inventory reserve ....... 160,500 -- 16,889 (71,705) 105,684
Warranty reserve ........ 231,599 -- 164,800 (115,566) 280,833
-------- -------- -------- --------- --------
Total at June 30, 2000 $429,599 $182,372 $181,689 $(301,921) $491,739
======== ======== ======== ========= ========
</TABLE>
50
<PAGE> 51
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1 Form of Underwriting Agreement.*
3.1 Amended and Restated Certificate of Incorporation of Collectors
Universe, as in effect.*
3.2 Form of Amended and Restated Certificate of Incorporation of
Collectors Universe, to be filed prior to the closing of the
offering made under this Registration Statement.*
3.3 Amended and Restated Bylaws of Collectors Universe, as adopted
September 1, 1999.*
4.1 Registration Rights Agreement.*
4.2 Form of Registration Rights Agreement for Stockholders pursuant to
private placement.*
5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation.*
10.1 Collectors Universe 1999 Stock Incentive Plan.*
10.2 Form of Stock Option Agreement for the Collectors Universe 1999
Plan.*
10.4 PCGS 1999 Stock Incentive Plan.*
10.5 Form of Stock Option Agreement for the PCGS 1999 Plan.*
10.6 Employee Stock Purchase Plan.*
10.7 Form of indemnification Agreement.*
10.8 Asset Acquisition Agreement dated January 25,1999 by and among
Professional Coin Grading Service, Inc., Info Exchange, Inc. and
Brent Gutekunst.*
10.9 Collectors Universe/eBay Mutual Services Term Sheet dated February
10,1999, by and between Collectors Universe and eBay, Inc.*
10.10 Net Lease between Orix Searls Santa Ana Venture and Collectors
Universe, dated June, 1999.*
10.11 Agreement for the Sale of Goods and Services dated March 31,1999,
by and between Collectors Universe and DNA Technologies, Inc.*
10.12 Contribution and Acquisition Agreement dated February 3,1999, by
and between Collectors Universe, Inc. and Hugh Sconyers.*
10.13 Contribution and Acquisition Agreement dated February 3,1999, by
and between Collectors Universe and BJ Searls.*
10.14 Contribution and Acquisition Agreement dated February 3,1999, by
and between Collectors Universe and Greg Bussineau.*
10.15 Contribution and Acquisition Agreement dated February 3,1999, by
and between Collectors Universe and Lyn F. Knight Rare Coins, Inc.*
10.16 Contribution and Acquisition Agreement dated February 3,1999, by
and between Collectors Universe, Kingswood Coin Auction, LLC and
the Members of Kingswood.*
51
<PAGE> 52
EXHIBIT INDEX
(Continued)
EXHIBIT
NO. DESCRIPTION
------- -----------
10.17 Contribution and Acquisition Agreement dated February 3,1999, by
and between Collectors Universe and Professional Coin Grading
Service, Inc.*
10.18 Employment Agreement dated March 1999, by and between Superior
Sportscard Auctions, LLC and Greg Bussineau.*
10.19 Employment Agreement dated March 5,1999, by and between Lyn F.
Knight, Lyn Knight Currency Auctions, Inc. and Collectors
Universe.*
10.20 Employment Agreement dated January 25, 1999, by and between
Internet Universe, LLC and Brent Gutekunst. *
10.21 Employment Agreement dated February 5, 1999, by and between
Collectors Universe, Inc. and Louis M. Crain.*
10.22 Employment Agreement dated April 22, 1999, by and between Gary N.
Patten and Collectors Universe, Inc.*
10.23 Severance Agreement dated April 22, 1999, by and between Gary N.
Patten and Collectors Universe, Inc.*
10.24 Asset Purchase Agreements between Collectors Universe, Inc. and
Auctions by Bowers and Merena, Inc., Bowers and Merena Galleries,
Inc. and Bowers and Merena Research, Inc. (Incorporated by
reference to Exhibit 10-1 to Registrant's Current Report on Form
8-K, dated March 21, 2000).*
11.1 Schedule of Computation of Net Income Per Share (in Note 2 to
Consolidated Financial Statements of the Company for the period
ended June 30, 2000, included herein).
21.1 Subsidiaries.
23.1 Consent of Independent Auditors'.
27.1 Financial Data Schedule (for electronic filing only).
---------------
* Incorporated by reference to the same numbered exhibit to the Company's
Registration Statement (No. 333-86449) on Form S-1 filed with the Commission
on September 2, 1999.
52
