<PAGE> 1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER: 0-27887
COLLECTORS UNIVERSE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
DELAWARE 33-0846191
<S> <C>
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
</TABLE>
1936 DEERE STREET, SANTA ANA, CALIFORNIA 92705
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 567-1234
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT OCTOBER 27, 2000:
----- --------------------------------
<S> <C>
COMMON STOCK $.001 PAR VALUE. 25,024,631
</TABLE>
================================================================================
<PAGE> 2
COLLECTORS UNIVERSE, INC.
INDEX
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION PAGE NO.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 2000 and July 1, 2000..................................... 3
Condensed Consolidated Statements of Operations three months ended
September 30, 2000 and October 2, 1999.................................. 4
Condensed Consolidated Statements of Cash Flows three months ended
September 30, 2000 and October 2, 1999.................................. 5
Notes to Condensed Consolidated Financial Statements........................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................... 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk.................. 15
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K and Exhibits............................... 17
SIGNATURES S-1
INDEX TO EXHIBITS E-1
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2000 AND JULY 1, 2000
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
SEPTEMBER 30, JULY 1,
2000 2000
------------ --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,527 $ 14,580
Accounts receivable, net 6,644 10,157
Auction consignment advances 1,012 1,693
Inventories, net 9,158 7,415
Prepaid expenses and other 819 933
Refundable income taxes 388 388
Deferred taxes 350 350
-------- --------
Total current assets 23,898 35,516
Property and equipment, net 1,764 1,616
Note receivable from related party 78 92
Other assets 535 427
Goodwill, net 18,290 17,920
Deferred taxes 661 661
-------- --------
$ 45,226 $ 56,232
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 624 $ 11,729
Accrued liabilities 677 1,124
Accrued compensation and benefits 589 540
Deferred revenue 1,744 1,724
Income taxes payable 234 --
-------- --------
Total current liabilities 3,868 15,117
Stockholders' equity:
Preferred stock, $.001 par value; 5,000 shares authorized;
no shares issued or outstanding -- --
Common stock, $.001 par value; 45,000 shares authorized; issued
and outstanding: 25,416 at September 30, 2000 and 25,428 at
July 1, 2000 25 25
Additional paid-in capital 41,031 41,056
Retained earnings 302 34
-------- --------
Total stockholders' equity 41,358 41,115
-------- --------
$ 45,226 $ 56,232
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements
3
<PAGE> 4
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
SEPTEMBER 30, OCTOBER 2,
2000 1999
------------ ---------
<S> <C> <C>
Net revenues $12,588 $ 8,965
Cost of revenues 6,913 4,037
------- -------
Gross profit 5,675 4,928
Selling, general and administrative expenses 4,987 4,764
Amortization of goodwill and intangibles 487 195
Stock-based compensation 12 15
------- -------
Total operating expenses 5,486 4,974
Operating income (loss) 189 (46)
Interest income, net 313 18
------- -------
Income (loss) before income taxes 502 (28)
Provision for income taxes 234 27
------- -------
Net income (loss) $ 268 $ (55)
====== =======
Net income (loss) per share:
Basic $ 0.01 $ (0.00)
======= =======
Diluted $ 0.01 $ (0.00)
======= =======
Weighted average shares outstanding:
Basic 25,428 20,329
Diluted 26,329 20,329
</TABLE>
See accompanying notes to condensed consolidated financial statements
4
<PAGE> 5
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
SEPTEMBER 30, OCTOBER 2,
2000 1999
------------ ----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 268 $ (55)
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Depreciation and amortization 653 329
Stock-based compensation 13 15
Changes in assets and liabilities:
Accounts receivable 3,513 143
Auction consignment advances 681 (158)
Inventories (1,743) (314)
Prepaid expenses and other assets 4 (157)
Accounts payable and accrued liabilities (11,510) (805)
Deferred revenue (41) 1,281
Income tax payable 234 27
-------- ------
Net cash (used in) provided by operating activities (7,928) 306
INVESTING ACTIVITIES:
Capital expenditures (293) (408)
Net cash paid for acquired business (794) --
Collections on note receivable -- 6
-------- ------
Net cash used in investing activities (1,087) (402)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options -- 302
Purchase of company common stock (38) --
-------- ------
Net cash (used in) provided by financing activities (38) 302
Net (decrease) increase in cash and cash equivalents (9,053) 206
Cash and cash equivalents at beginning of year 14,580 1,852
-------- ------
Cash and cash equivalents at end of period $ 5,527 $2,058
======== ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
Income taxes paid $ -- $ --
SUPPLEMENTAL DISCLOSURE ON NON-CASH TRANSACTIONS:
During the three-month period ended September 30, 2000, the Company acquired a
business, as follows:
Fair value of assets acquired $ (25)
Cash paid in acquisition, net of cash acquired 794
Liabilities assumed 68
-------
Goodwill $ 837
=======
</TABLE>
See accompanying notes to condensed consolidated financial statements
5
<PAGE> 6
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except share data)
(unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying condensed consolidated financial statements as of and for
the three-month period ended October 2, 1999 include the accounts of Collectors
Universe, Inc. and its subsidiaries (the "Company"). In July 2000, the Company
acquired Odyssey Publications, Inc. ("Odyssey") and, accordingly, the
accompanying condensed consolidated financial statements as of and for the
three-month period ended September 30, 2000 include the accounts of the Company
and of Odyssey from the date of acquisition.
Unaudited Interim Financial Information
The interim condensed consolidated financial statements as of September 30,
2000, have been prepared by Collectors Universe, Inc. ("Collectors" or the
"Company") pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC") for interim financial reporting. These condensed
consolidated financial statements are unaudited and, in the opinion of
management, include all adjustments (consisting of normal recurring adjustments
and accruals) necessary to present fairly the consolidated balance sheets,
consolidated operating results, and consolidated cash flows for the periods
presented in accordance with accounting principles generally accepted in the
United States of America. The consolidated balance sheet at July 1, 2000, has
been derived from the audited consolidated financial statements at that date.
Operating results for the three-month period ended September 30, 2000, are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2001. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been omitted in accordance with
the rules and regulations of the SEC. These consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and notes thereto contained in the Company's Annual Report on Form 10-K as for
the fiscal year ended July 1, 2000. Certain prior period amounts have been
reclassified to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
6
<PAGE> 7
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(amounts in thousands, except share data)
(unaudited)
2. Inventories
Inventories consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, JULY 1,
2000 2000
------------ -------
<S> <C> <C>
Coins and currency $ 5,828 $ 4,412
Sportscards and sports memorabilia 1,758 1,492
Records 517 563
Other collectibles 1,161 1,054
------- -------
9,264 7,521
Less inventory reserve (106) (106)
------- -------
Inventories, net $ 9,158 $ 7,415
======= =======
</TABLE>
3. Property and Equipment
Property and equipment consist of the following:
<TABLE>
<CAPTION>
SEPTEMBER 30, JULY 1,
2000 2000
------------ -------
<S> <C> <C>
Grading reference sets $ $
47 40
Computer hardware and equipment 1,521 1,421
Computer software 683 686
Equipment 1,120 1,102
Furniture and office equipment 653 634
Leasehold improvements 282 111
-------- -------
4,306 3,994
Less accumulated depreciation and amortization (2,542) (2,378)
-------- -------
Property and equipment, net $ 1,764 $ 1,616
======== =======
</TABLE>
4. Goodwill
Goodwill arises from business acquisitions and represents the excess of the
purchase price paid over the fair value of net assets acquired and is
amortized using the straight-line method over periods ranging from five to
fifteen years. Goodwill was $18,290 net of accumulated amortization of
$1,913, as of September 30, 2000. Goodwill was $17,920, net of accumulated
amortization of $1,446, as of July 1, 2000.
7
<PAGE> 8
5. Net Income (Loss) Per Share
Net income (loss) per share is determined in accordance with Financial
Accounting Standards Board Statement on Financial Accounting Standards No.
128, "Earnings Per Share." Net income (loss) per share for the three-month
periods ended September 30, 2000 and October 2, 1999, is computed, as
follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, OCTOBER 2,
2000 1999
------------ -----------
<S> <C> <C>
Net income (loss) applicable to common
stockholders $ 268 $ (55)
======= =======
Net income (loss) per share:
Weighted average shares outstanding used in
computation of net income (loss) per share:
Basic 25,428 20,329
Diluted 26,329 20,329
Net income (loss) per share:
Basic $ 0.01 $ (0.00)
------- -------
Diluted $ 0.01 $ (0.00)
======= =======
</TABLE>
6. Stock Compensation Expense
Stock-based compensation is composed of stock-based charges related to the
grant of stock options after June 30, 1999 and prior to our initial public
offering at an exercise price that was lower than the initial offering
price.
7. Business Segments
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.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, 2000
-------------------------------------
Grading Auction Total
-------- ------- -------
<S> <C> <C> <C>
Net Revenues $ 5,416 $ 7,172 $12,588
======= ======= =======
Operating income (loss) $ 955 $ (805) $ 150
Unallocated operating income 39
-------
Consolidated operating income $ 189
=======
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED OCTOBER 2, 1999
-------------------------------------
Grading Auction Total
-------- ------- -------
<S> <C> <C> <C>
Net Revenues $ 5,741 $ 3,224 $ 8,965
======== ======= =======
Operating income (loss) $ 1,867 $(1,790) $ 77
Unallocated operating expenses (123)
-------
Consolidated operating income (loss) $ (46)
=======
</TABLE>
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The discussion in this Item 2 and in Item 3 of this Form 10-Q Report
includes "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. This Act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information about themselves so long as they identify these statements as
forward-looking and provide meaningful, cautionary statements identifying
important factors that could cause actual results to differ from the projected
results. All statements other than statements of historical fact we make in this
Form 10-Q are forward-looking. In particular, any statements that we make in
this Form 10-Q regarding industry prospects or our future results of operations
or financial position are forward-looking statements. Forward-looking statements
reflect our current expectations and are inherently uncertain. Our actual
results may differ significantly from our expectations. The section below
entitled "Additional Factors That May Affect Future Results" describes some, but
not all, of the factors that could cause these differences.
OVERVIEW
Factors Affecting Revenues and Margins
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 weekly Internet-only
auctions were discontinued at the end of fiscal 2000.
Grading and authentication service fees are generally prepaid, although we
do extend open account privileges to numerous larger dealers. We record, as
deferred revenue, all pre-paid grading and authentication fees until the
collectibles are graded and returned to the submitter. Upon shipment, we record
the revenue from grading and authentication and deduct this amount from deferred
revenue. For dealers who have an open account status, we record revenue at the
time of shipment. Grading and authentication fees vary, depending primarily on
the time within which the submitter desires the grading and authentication to be
completed and the item to be returned. Higher fees are charged for faster
service. Although fees do not vary on the basis of the rarity or value of the
coins or sportscards that are submitted for grading and authentication, it is
more often the case that vintage or higher value items are submitted for faster
turn-around and, therefore, generate higher revenues than do more recent or less
valuable items.
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 commissions earned, the amounts of the buyer's and seller's fees.
Depending upon the type of collectible auction, we charge successful bidders a
9
<PAGE> 10
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 in future periods will depend, not only upon the
mix of grading revenues and auction revenues, but also upon the mix of consigned
and owned collectibles sold at auctions.
Our collectibles auctions are held periodically throughout the fiscal year.
A majority of the collectibles that we sell at our auctions are consigned to us,
and we generally pay the consignors the net proceeds from the sales of their
collectibles 45 days following the close of an auction. Both the timing and
relative size of our auctions varies depending on a number of factors, including
the availability of consignments, the number and value of the items consigned,
collectible shows and conventions and certain seasonal factors. As a result, the
number and size of auctions we conduct can vary from quarter to quarter. Due to
these and other factors, including our revenue recognition policy, we experience
significant variations, on a quarterly basis, in our auction revenue and in our
cash flows. In addition, it is difficult to forecast, on a quarterly basis,
revenue that will be attributable to our auction activities because of these
factors.
Recent Acquisitions
In March 2000, we purchased substantially all of the assets of the coin
auction and retail coin businesses of Bowers and Merena ("Bowers and Merena")
for $8.0 million in cash and 1,000,000 shares of our common stock. On July 14,
2000, we acquired the business of Odyssey Publications, Inc. ("Odyssey") for
$794 in cash. The operating results of these businesses have been included in
our operating results from the respective dates of their acquisition. As a
consequence, their operating results are included in our operating results for
the quarter ended September 30, 2000 but are not included in our operating
results for the corresponding quarter ended October 2, 1999.
RESULTS OF OPERATIONS
NET REVENUES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
(in thousands)
<S> <C> <C>
Net Revenues $12,588 $8,965
</TABLE>
Net revenues include grading and authentication fees for sportcards,
coins, autographs and stamps; owned collectibles sold in our auctions and
directly to collectors; commissions earned on sales of consigned collectibles at
our auctions; and revenue from the publication of collectible magazines. Net
revenues for the first fiscal quarter ended September 30, 2000 increased 40% to
$12.6 million from $9.0 million recorded for the prior year's first fiscal
quarter. Auction and collectible sales revenues increased 122% to $7.2 million
from $3.2 million the prior year. For the current quarter, approximately $3.6
million in revenue is attributable to acquisitions of businesses that occurred
subsequent to the prior year's first fiscal quarter, primarily Bowers and
Merena. We discontinued weekly Internet auctions in
10
<PAGE> 11
June 2000, which caused auction revenue in the current quarter to drop by
approximately $700 compared to the prior year's comparable period.
Grading and authentication revenue decreased by 6% to $5.4 million from
$5.7 million last year, due primarily to lower average grading fees because of a
mix shift to a greater proportion of more modern coin and sportscard submittals
during the current quarter as compared to the same quarter of the prior year.
Customers submitting modern coins and sportscards for grading and authentication
generally are less time sensitive about receiving the grading and authentication
results and, therefore, more often utilize our lower cost-grading service. By
contrast, customers submitting vintage coins and sportcards more often utilize a
higher cost-grading service in order to obtain the grading and authentication
results more quickly. Also contributing to lower average grading fees for the
current quarter was a higher proportion of sportscard submissions compared to
coin submissions. The average grading fee for sportscards is approximately
one-half of the amount charged for coins.
GROSS PROFIT
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
(in thousands)
<S> <C> <C>
Gross Profit $5,675 $4,928
Gross Profit Margin 45.1% 55.0%
</TABLE>
Gross profit is calculated by subtracting the cost of revenues from net
revenues. Cost of revenues consists of labor to grade coins and sportcards,
production costs, printing, credit cards fees, warranty expense and the cost of
owned collectibles sold in our auctions. Gross profit margin is gross profit
stated as a percent of net revenues. Gross profits increased 15% in the current
period to $5.7 million from $5.0 million in the prior year. Gross profit margin
declined to 45.1% for the current first quarter from 55.0% for the same quarter
last year. This decline was primarily attributable to: (i) lower average grading
fees without any reduction in associated costs; (ii) the inclusion in the
quarter ended September 30, 2000 of the Bowers and Merena operations, the gross
profit margins of which were lower than Collectors' composite gross profit
margin; and (iii) a shift in the mix of revenues in the quarter ended September
30, 2000 to a higher proportion of auction revenues, on which we realize lower
margins than on grading revenues.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
(in thousands)
<S> <C> <C>
SG&A $4,987 $4,764
Percent of Net Revenues 39.6% 53.1%
</TABLE>
Selling, general and administration ("SG&A") expenses primarily include
advertising and sales promotional expenses, wages and payroll-related expenses,
professional and consulting expenses, travel and entertainment, facility-related
expenses and security charges. SG&A expenses increased by 5% over the prior
year's first quarter to $5.0 million. However, we reduced SG&A expenses as a
percentage of net revenues to 39.6% in the first quarter ended September 30,
2000 from 53.1% for the same quarter of the prior year. This reduction was
primarily attributable to the 40% increase in quarterly revenues without a
corresponding increase in SG&A expenses. During fiscal year 1999 and into the
first quarter of fiscal year 2000, the Company made investments to enhance its
information systems, to develop its
11
<PAGE> 12
website and to augment its management and support infrastructure. Subsequently,
SG&A expenses have remained relatively flat to slightly lower, except for
increases associated with acquisitions, in particular, Bowers and Merena. We
anticipate that SG&A expenses will increase during the second quarter of this
current fiscal year because we will be relocating our offices to a new facility
in November 2000. Moving costs are estimated to be approximately $150 and
facility rent expense will increase by approximately $75 per quarter. Other SG&A
expenses are expected to remain relatively stable for the remainder of this
fiscal year.
AMORTIZATION OF GOODWILL AND INTANGIBLES
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
(in thousands)
<S> <C> <C>
Amortization of goodwill
and intangibles $487 $195
Percent of net revenues 3.9% 2.2%
</TABLE>
Amortization of goodwill and intangibles consist of goodwill charges
relating to acquisitions by the Company and amortization charges for
non-competition agreements that we obtained from the sellers in those
acquisitions. We amortize goodwill over periods of 5 to 15 years and the
non-competition agreements over 3 years, the term of the agreements.
Amortization expense for the first quarter was $487 as compared to $195 last
year. This increase primarily resulted from the acquisition of Bowers and Merena
and, to a lesser extent, our acquisitions of Odyssey Publications and James
Spence Autographs.
STOCK-BASED COMPENSATION
Stock-based compensation relates to stock-based charges from the grant of
stock options after June 30, 1999 and prior to the Company's initial public
offering at a price that was lower than the low-end of the estimated pricing
range.
INTEREST INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
(in thousands)
<S> <C> <C>
Interest income $313 $18
Percentage of net revenues 2.5% 0.2%
</TABLE>
Interest income for the current fiscal quarter increased because of higher
cash balances, which resulted from our initial public offering in November 1999
that raised $21.4 million, net of offering expenses. In March 2000, we used $8
million in cash as partial consideration for the acquisition of Bowers and
Merena and approximately $1.5 million in cash for the acquisition of James
Spence Autographs and Odyssey Publications. Other amounts were used to fund
working capital requirements to support our revenue growth. Our cash balances
fluctuate because of the variability in the timing and size of our auctions, and
accordingly it is anticipated that interest income will fluctuate on a quarter
to quarter basis.
INCOME TAXES
12
<PAGE> 13
Income taxes were provided for at a 46.6% rate in the first quarter ended
September 30, 2000, which reflects the statutory rate for a California-based
company of 40.8% and the non-deductibility of certain goodwill amortization
charges and other permanent tax differences. In the first quarter of the prior
fiscal year, income tax was provided despite a pretax loss because of the
non-deductibility of certain goodwill charges and other permanent tax
differences. We expect our tax rate to remain at approximately the current rate
for the remainder of this fiscal year.
PRO FORMA OPERATING RESULTS, EXCLUDING AMORTIZATION OF GOODWILL AND INTANGIBLES
AND STOCK-BASED COMPENSATION
The following pro forma operating data, which excludes non-cash goodwill
and intangible amortization and stock-based compensation charges, is presented
for informational purposes only and is not in accordance with generally accepted
accounting principles. This pro forma information assumes a 41.9% effective
income tax rate for all periods presented. Exclusion of goodwill amortization
charges, a portion of which is not tax deductible, accounts for the lower
effective income tax rate for pro forma purposes, as compared to the actual
provision made for income taxes.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------
SEPTEMBER 30, 2000 OCTOBER 2, 1999
------------------ ---------------
(in thousands)
<S> <C> <C>
Pro forma operating income $ 688 $ 164
====== =====
Pro forma income before income tax $1,001 $ 182
====== =====
Pro forma net income $ 582 $ 105
====== =====
Pro forma net income per share:
Basic $ 0.02 $0.01
====== =====
Diluted $ 0.02 $0.01
====== =====
Weighted average shares outstanding:
Basic 25,428 20,329
Diluted 26,329 20,329
</TABLE>
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, we had cash and cash equivalents of $5,527 compared
to cash and cash equivalents of $14,580 at July 1, 2000. The decrease in cash
since fiscal yearend primarily resulted from the period-to-period variability or
fluctuations in the timing of our collectibles auctions. We generally pay
consignors to our auctions on the 45th day following the close of an auction.
Between the close of an auction and the payment to consignors, we collect
amounts due from the successful bidders, which causes our cash and cash
equivalent balances to increase. Depending on the number of auctions held in any
fiscal period, the relative size of those auctions in terms of the number and
value of the items sold and the timing of each auction, this auction "cycle" can
cause significant fluctuations in our cash balances. At fiscal yearend, July 1,
2000, we had collected most of the proceeds due from several large auctions that
had been conducted during the fourth quarter of that year but had not yet paid
consignors to those auctions, which accounted for our relatively high cash and
cash equivalent balances as of that date. Subsequent to July 1, 2000, we paid
consignors to those auctions approximately $11 million, which
13
<PAGE> 14
accounted for the significantly lower cash balances at September 30, 2000.
Because the variability of the timing, number and size of our auctions is an
inherent feature of our business, we expect that our cash and cash equivalent
balances will be subject to similar significant fluctuations in subsequent
reporting periods.
Historically, we have relied on internally generated funds, rather than
borrowings, as our primary source of funds to support operations. Our grading
and authentication services provide us with a relatively steady source of cash,
because, in most instances, our customers prepay for services at the time they
submit their collectibles for authentication and grading. Our auction activities
experience significant fluctuations in cash flows depending upon each individual
auction cycle and size of the auctions. We do not have a credit facility and,
accordingly, do not currently have any borrowing capacity. Because our
inventories are comprised of collectible coins, sportscards and other items, it
is probable that we would have difficulty in securing a significant credit
facility.
Cash used in operating activities was $7,828 for the three-month period
ended September 30, 2000 as compared with cash being provided from operating
activities of $306 for the three-month period ended October 2, 1999. During the
quarter ended September 30, 2000, cash was provided by net income, decreases in
accounts receivable and non-cash charges for amortization and depreciation.
Approximately $11,000 of cash was used to pay consignors to several auctions and
cash also was used for inventory purchases, primarily a large U.S. currency
collection that will be offered for sale in our Lyn Knight Currency auctions
over the next six months.
Net cash used in investing activities was $1,087 for the three-month
period ended September 30, 2000 and consisted of expenditures for fixed assets,
primarily related to our facility move that will take place in November 2000,
and to the cash acquisition of Odyssey Publications in July 2000. For the
comparable prior year period, $408 was used for the acquisition of fixed assets,
primarily computer-related equipment.
Net cash used in financing activities was $38 for quarter ended September
30, 2000, which was used to purchase 14,000 shares of Collectors' common stock
pursuant to an open market and private stock repurchase program approved by the
Board of Directors. That program authorizes purchases of up to 500,000 shares of
our common stock. Subsequent to September 30, 2000, we purchased an additional
391,000 shares at an aggregate cost of $813. For the three-month period of the
prior fiscal year, cash of $302 was provided by the exercise of a stock option.
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. However, our capital requirements will depend on
several factors, including our growth rate, the need to increase inventory of
collectibles for auction, capital expenditures for leasehold improvements in our
new facility and various other factors. Depending on our growth and working
capital requirements, we may require additional financing in the future through
equity or debt offerings, which may or may not be available or may be dilutive
to our shareholders. Our ability to obtain additional capital will depend upon
our operating results, financial condition, future business prospects and
conditions then prevailing in the relevant capital markets.
RECENT ACCOUNTING PRONOUNCEMENTS
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.
14
<PAGE> 15
Effective July 2, 2000, the Company adopted Statement of Financial
Accounting Standard No. 133, Accounting for Derivative Instruments and Hedging
Activities, (SFAS No. 133). SFAS No. 133 requires 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 did not have an impact on the Company's
financial position and results of operations for the fiscal first quarter ended
September 30, 2000.
Effective July 2, 2000, the Company adopted FASB 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 award; and (d) the accounting
for an exchange of stock compensation awards in a business combination. The
adoption of FIN 44 did not have an impact on the Company's financial position
and results of operations for the fiscal first quarter ended September 30, 2000.
ADDITIONAL FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
There are a number of factors that could affect our future operating
results and financial condition. Those factors include the factors discussed in
this "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and described under the caption "Factors That Could Affect Our
Future Performance" contained in "Item 1 - DESCRIPTION OF BUSINESS," of our
Annual Report on Form 10-K for the fiscal year ended July 1, 2000 filed with the
Securities and Exchange Commission, to which reference is hereby made for
additional information regarding these factors. In particular, among the factors
described in the Annual Report that could adversely affect the Company's
performance, include the risk that the popularity of collectibles will decline;
temporary popularity of certain collectibles could cause revenues to fluctuate;
limited supplies of high-end collectibles; possibility of incurring losses on
owned collectible inventories; lack of adequate returns on new business
opportunities; possibility of having to write down the carrying value of owned
collectible inventories because of market value fluctuation or our inability to
sell certain collectibles in a timely manner; increased competition; the risk
that our operating results will fluctuate; the risk that we will incur
unanticipated liabilities under our authentication and grading warranties;
government regulation that could cause operating costs to increase; and a
decline in general economic condition.
ITEM 3. QUANTITATIVE 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.
Due to the cash balances maintained by the Company, we are exposed to risk
of changes in short-term interest rates. At July 1, 2000, we had approximately
$14.6 million in cash and cash equivalents. Although the cash balances were
significantly lower at September 30, 2000, we anticipate that they will increase
at various times during the fiscal year as we collect payments from purchasers
of items that we sell in our auctions. These cash balances are primarily
invested in a highly liquid money market fund and interest earned is re-invested
in the same fund, which accounts for the interest income that we generate.
Reductions in short-term interest rates could result in reductions in the amount
of that income. However, the impact on our operating results of such changes is
not expected to be material.
15
<PAGE> 16
The Company has no activities that would expose it to foreign currency
exchange rate risk or commodity price risks.
16
<PAGE> 17
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS
(a) Exhibits.
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the quarter ended September
30, 2000.
17
<PAGE> 18
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
COLLECTORS UNIVERSE, INC.
Date: November 7, 2000 /s/ DAVID G. HALL
----------------------------------------
David G. Hall, Chairman and
Chief Executive Officer
Date: November 7, 2000 /s/ GARY N. PATTEN
----------------------------------------
Gary N. Patten, President
and Chief Financial Officer
S-1
<PAGE> 19
INDEX TO EXHIBITS
Exhibit 27. Financial Data Schedule
E-1
