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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
COMMISSION FILE NUMBER: 0-27887
COLLECTORS UNIVERSE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 33-0846191
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION IDENTIFICATION NUMBER)
OF INCORPORATION)
1921 EAST ALTON AVENUE, SANTA ANA, CALIFORNIA 92705
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 567-1234
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASS OUTSTANDING AT APRIL 27, 2001
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COMMON STOCK $.001 PAR VALUE. 24,969,699
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COLLECTORS UNIVERSE, INC.
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets March 31, 2001 and June 30, 2000............ 3
Condensed Consolidated Statements of Income for the three and nine months ended
March 31, 2001 and April 1, 2000................................................ 4
Condensed Consolidated Statements of Cash Flows for the nine months ended
March 31, 2001 and April 1, 2000................................................ 5
Notes to Condensed Consolidated Financial Statements.............................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations...................................................................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk........................ 18
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K and Exhibits..................................... 19
SIGNATURES..................................................................................... S-1
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2001 AND JUNE 30, 2000
(amounts in thousands, except per share data)
(unaudited)
MARCH 31, JUNE 30,
2001 2000
--------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 8,755 $14,580
Accounts receivable, net 11,701 10,157
Auction consignment advances 1,447 1,693
Inventories, net 7,363 7,415
Prepaid expenses and other 1,133 933
Refundable income taxes -- 388
Deferred taxes 350 350
-------- -------
Total current assets 30,749 35,516
Property and equipment, net 1,935 1,616
Other assets 480 519
Goodwill, net 16,541 17,920
Deferred taxes 661 661
-------- -------
$ 50,366 $56,232
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 302 $ 485
Consignor payable 5,532 11,244
Accrued liabilities 1,297 1,124
Accrued compensation and benefits 551 540
Income tax payable 507 --
Deferred revenue 1,137 1,724
-------- -------
Total current liabilities 9,326 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: 24,970 at March 31, 2001 and 25,429 at June 30, 2000 25 25
Additional paid-in capital 41,148 41,056
Treasury stock, at cost (1,027) --
Retained earnings 894 34
-------- -------
Total stockholders' equity 41,040 41,115
-------- -------
$ 50,366 $56,232
======== =======
See accompanying notes to condensed consolidated financial statements
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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
Net revenues $16,614 $12,321 $41,314 $31,048
Cost of revenues 9,432 6,870 23,439 15,162
------- ------- ------- -------
Gross profit 7,182 5,451 17,875 15,886
Selling, general and administrative expenses 5,132 4,346 14,266 13,666
Amortization of goodwill and intangibles 412 243 1,385 637
Impairment of goodwill -- -- 906 --
Stock-based compensation 13 15 39 48
------- ------- ------- -------
Total operating expenses 5,557 4,604 16,596 14,351
Operating income 1,625 847 1,279 1,535
Interest income, net 200 292 725 542
Other income 1 -- -- --
------- ------- ------- -------
Income before income taxes 1,826 1,139 2,004 2,077
Provision for income taxes 1,039 518 1,144 1,002
------- ------- ------- -------
Net income $ 787 $ 621 $ 860 $ 1,075
======= ======= ======= =======
Net income per share:
Basic $ 0.03 $ 0.03 $ 0.03 $ 0.05
======= ======= ======= =======
Diluted $ 0.03 $ 0.02 $ 0.03 $ 0.04
======= ======= ======= =======
Weighted average shares outstanding:
Basic 24,970 24,649 25,162 22,631
Diluted 25,400 26,212 25,758 23,985
See accompanying notes to condensed consolidated financial statements
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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)
NINE MONTHS ENDED
-----------------------
MARCH 31, APRIL 1,
2001 2000
-------- --------
OPERATING ACTIVITIES:
Net Income $ 860 $ 1,075
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 1,936 1,101
Impairment of goodwill 906 --
Stock-based compensation 39 48
Changes in operating assets and liabilities (net
of effects of acquired businesses):
Accounts receivable (1,544) (1,474)
Auction consignment advances 246 27
Inventories 52 (1,053)
Prepaid expenses and other assets 136 (1,211)
Accounts payable and accrued liabilities (5,718) 285
Deferred revenue (648) (177)
Income tax payable and refundable 895 806
-------- --------
Net cash used in operating activities (2,840) (573)
INVESTING ACTIVITIES:
Capital expenditures (847) (890)
Net cash paid for acquired businesses (794) (8,300)
Collections on note receivable 45 14
Advances on note receivable (415) --
-------- --------
Net cash used in investing activities (2,011) (9,176)
FINANCING ACTIVITIES:
Proceeds from exercise of stock options -- 318
Proceeds from employee stock purchases 53 --
Proceeds from sale of common stock -- 21,360
Purchase of company common stock (1,027) --
-------- --------
Net cash (used in) provided by financing activities (974) 21,678
Net (decrease) increase in cash and cash equivalents (5,825) 11,929
Cash and cash equivalents at beginning of year 14,580 1,852
-------- --------
Cash and cash equivalents at end of period $ 8,755 $ 13,781
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
Income taxes paid $ 939 $ 747
SUPPLEMENTAL DISCLOSURE ON NON-CASH TRANSACTIONS:
During the nine-month periods ended March 31, 2001 and
April 1, 2000, the Company acquired businesses, as follows:
Fair value of assets acquired $ (25) $ (2,619)
Cash paid in acquisition, net of cash acquired 794 8,300
Liabilities assumed 68 --
Common stock issued -- 7,625
-------- --------
Goodwill $ 837 $ 13,006
======== ========
See accompanying notes to condensed consolidated financial statements
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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share data)
(unaudited)
1. Significant Accounting Policies
Principles of Consolidation
The accompanying condensed consolidated financial statements as of, and
for the three and nine-month periods ended, March 31, 2001 include the accounts
of Collectors Universe, Inc. and its subsidiaries (the "Company" or
"Collectors"). On July 14, 2000, the Company acquired Odyssey Publications, Inc.
("Odyssey"), and accordingly the accompanying condensed consolidated financial
statements of the Company as of, and for the three and nine-month periods ended,
March 31, 2001, include the accounts of Odyssey from the date of its
acquisition.
Unaudited Interim Financial Information
The accompanying interim condensed consolidated financial statements
have been prepared by 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 ("GAAP"). Operating results for the three and
nine-month periods ended March 31, 2001, 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 GAAP 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 GAAP 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.
Recent Accounting Pronouncements
In December 1999, 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 will be required to adopt SAB 101 no later than the fourth quarter
of fiscal 2001. Management believes that the adoption of SAB 101 will not have a
material effect on its financial position or results of operations.
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.
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
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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(amounts in thousands, except per share data)
(unaudited)
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.
2. INVENTORIES
Inventories consist of the following:
MARCH 31, JULY 1,
2001 2000
--------- -------
Coins and currency $ 4,156 $ 4,412
Sportscards and sports memorabilia 2,225 1,492
Records 492 563
Other collectibles 663 1,054
------- -------
7,536 7,521
Less inventory reserve (173) (106)
------- -------
Inventories, net $ 7,363 $ 7,415
======= =======
3. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
MARCH 31, JULY 1,
2001 2000
--------- -------
Grading reference sets $ 47 $ 40
Computer hardware and equipment 1,606 1,421
Computer software 685 686
Equipment 1,198 1,102
Furniture and office equipment 795 634
Leasehold improvements 377 111
------- -------
4,708 3,994
Less accumulated depreciation and amortization (2,773) (2,378)
------- -------
Property and equipment, net $ 1,935 $ 1,616
======= =======
4. 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 5 to 15 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 upon our
analysis at December 30, 2000, we determined that the goodwill
associated with our purchase, in January 1999, of the 40% ownership
interest in Internet Universe, LLC, that we did not own, had become
impaired. This determination resulted primarily from a change in our
projected revenue for Internet advertising on our website
www.collectors.com. This change was the result of industry-wide
reductions, beginning in the quarter ended December 30, 2000, in banner
advertising placements and in amounts that could be charged to attract
advertisers to Internet websites. Accordingly, we incurred a charge of
$906 in the second fiscal quarter to reduce the carrying value of
goodwill associated with our January 1999 purchase of the remaining
ownership of Internet Universe to zero. This impairment charge is
reflected in our auction segment
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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(amounts in thousands, except per share data)
(unaudited)
reporting for the nine-month period ended March 31, 2001. The original
amount of goodwill resulting from our January 1999 purchase of Internet
Universe was $1,469. Amortization charges taken prior to the goodwill
impairment in December 2000 were $122, $294 and $147 in fiscal 1999,
2000 and 2001, respectively. Accumulated amortization of goodwill at
March 31, 2001 and July 1, 2000 was $2,214 and $1,646, respectively.
5. NET INCOME PER SHARE
Net income per share is determined in accordance with Financial
Accounting Standards Board Statement on Financial Accounting Standards
No. 128, "Earnings Per Share." Net income per share for the three and
nine-month periods ended March 31, 2001 and April 1, 2000 is computed as
follows:
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------- ----------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
Net income applicable to common
stockholders $ 787 $ 621 $ 860 $ 1,075
======= ======= ======= =======
Net income per share:
Weighted average shares outstanding
used in computation of net income
per share:
Basic 24,970 24,649 25,162 22,631
Diluted 25,400 26,212 25,758 23,985
Net income per share:
Basic $ 0.03 $ 0.03 $ 0.03 $ 0.05
======= ======= ======= =======
Diluted $ 0.03 $ 0.02 $ 0.03 $ 0.04
======= ======= ======= =======
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 sales of collectibles through auctions and
direct sales. Effective for the three and nine-month periods ended April
1, 2001, the Company changed the description of its "Auction" business
segment to "Collectible Sales" to more accurately reflect the business
activity of this business segment. Accordingly, the description of the
business segments for the three and nine-month periods ended April 1,
2000 have been changed to conform to the presentation for the three and
nine-month periods ended March 31, 2001.
We allocate operating expenses to each business segment based upon
activity levels. In the fiscal year ended June 30, 2000 we allocated
operating expenses to our business segments based upon head count.
Accordingly, we have restated the operating income and unallocated
operating expenses included in the business segment data for the three
and nine-month periods ended April 1, 2000 to conform to the
presentation for the three and nine-month periods ended March 31, 2001.
We do not allocate specific assets to these service segments. All of our
sales and identifiable assets are located in the Unites States.
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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(amounts in thousands, except per share data)
(unaudited)
THREE MONTHS ENDED MARCH 31, 2001
----------------------------------------
Authentication Collectible
and Grading Sales Total
-------------- ----------- -------
Net Revenues $ 5,861 $ 10,753 $16,614
======== ======== =======
Operating income $ 2,237 $ 195 $ 2,432
Unallocated operating expenses (807)
-------
Consolidated operating income $ 1,625
=======
THREE MONTHS ENDED APRIL 1, 2000
----------------------------------------
Authentication Collectible
and Grading Sales Total
-------------- ----------- -------
Net Revenues $ 6,425 $ 5,896 $12,321
======== ======== =======
Operating income (loss) $ 2,490 $ (990) $ 1,500
Unallocated operating expenses (653)
-------
Consolidated operating income $ 847
=======
NINE MONTHS ENDED MARCH 31, 2001
----------------------------------------
Authentication Collectible
and Grading Sales Total
-------------- ----------- -------
Net Revenues $ 16,507 $ 24,807 $41,314
======== ======== =======
Operating income (loss) $ 4,560 $ (1,508) $ 3,052
Unallocated operating expenses (1,773)
-------
Consolidated operating income $ 1,279
=======
NINE MONTHS ENDED APRIL 1, 2000
----------------------------------------
Authentication Collectible
and Grading Sales Total
-------------- ----------- -------
Net Revenues $ 18,095 $ 12,953 $31,048
======== ======== =======
Operating income (loss) $ 6,716 $ (3,298) $ 3,418
Unallocated operating expenses (1,883)
-------
Consolidated operating income $ 1,535
=======
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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. That 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. Other than statements of historical fact, all statements in this Form
10Q and, in particular, any projections of or statements as to our expectations
or beliefs concerning our future financial performance or financial position or
as to future trends in our business or in our markets, are forward-looking
statements. Forward-looking statements reflect our current expectations and are
inherently uncertain, and our actual results in future periods may differ
significantly from our expectations concerning or our projections of those
results or of future business trends described in this Form 10Q. The sections
below entitled Overview - "Factors Affecting Revenues and Margins" and
"Additional Factors That May Affect Future Operating Results" describe some, but
not all, of the factors that could cause these differences and readers of this
Report are urged to read those sections in their entirety.
The forward-looking statements contained in this Report are made only as
of the date of the Report, and the Company undertakes no obligation to update or
revise the forward-looking statements, whether as a result of new information,
future events or otherwise.
OVERVIEW
Factors Affecting Revenues and Margins
Our Business. Collectors Universe provides grading and authentication
services for sportscards, rare coins and vintage stamps and authentication
services for autographs. We also sell collectibles through auctions and direct
sales channels. We conduct auctions of vintage coins and currency, sportscards
and sports memorabilia and entertainment memorabilia, including vintage records.
Our auctions are conducted utilizing a "multi-venue" format that may include
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 sell rare coins, sportscards and
autographs through shows, catalogs and direct sales. During the latter part of
fiscal 1999 and in fiscal year 2000, we conducted weekly Internet-only auctions
of consigned and owned collectibles, but these weekly Internet-only auctions
were discontinued at the end of fiscal 2000.
Revenue Recognition Policies. Grading and authentication service fees
from individuals are generally prepaid, but we do extend open account privileges
to certain larger dealers. We record, as deferred revenue, all pre-paid grading
and authentication fees until the collectibles are graded and shipped back to
the submitter, at which time, we record the grading and authentication fees as
revenue and deduct those fees 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; however, we recently
introduced a reduced fee structure for in-person grading of coins valued at less
than $1,500 that is conducted at collectibles shows. It has been our experience
that vintage or higher value items are often submitted for faster turn-around
and, therefore generate higher revenues than do more recent or less valuable
items.
For collectible sales, we record revenue at the time the collectible is
delivered to the customer or shipped to the customer via common carrier. For
collectibles that we own and sell at one of our auctions, 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 one of
our auctions, we record, as commissions earned, the amounts of the buyer's and
seller's fees that are payable to us. Depending upon the type of collectibles
that are being auctioned, we charge successful bidders a
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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.
Margins. 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, sales of
owned collectibles reduces our overall auction margins to a level that is
significantly below that realized for authentication and grading services or
auctions of consigned collectibles. Consequently, our gross margin depends, not
only upon the mix between grading and authentication revenues, on the one hand,
and auction revenues, on the other hand, but also upon the mix of consigned and
owned collectibles sold at auctions.
Additional factors that can affect our grading and authentication
margins include (i) the mix between coin submittals and trading card submittals,
because we charge more for coin grading and authentication services; and (ii)
the mix between older or vintage coins and trading cards, on the one hand, and
newer coins and trading cards, on the other hand, as collectors and dealers are
generally willing to pay higher fees for grading and authentication of vintage
items in order to obtain faster turn-around, than with respect to newer items.
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 vary 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
policies, we can experience significant variations, on a quarterly basis, in our
auction revenue and in our cash flows. In addition, for these same reasons it is
difficult to forecast, on a quarterly basis, revenue that will be attributable
to our auction activities. Also, see the discussion regarding cash flows in the
section entitled "Liquidity and Capital Resources" below.
Recent Acquisitions
On March 10, 2000, we purchased substantially all of the assets of the
coin auction and retail coin businesses of Bowers and Merena ("Bowers and
Merena") for $10.0 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 operations of these businesses have been
included in our operating results from the respective dates of their
acquisition. Consequently, our operating results for the quarter ended March 31,
2001 include the operations of Bowers and Merena for the entire quarter, whereas
our operating results for the quarter ended April 1, 2000, include only about
three weeks of the operations of Bowers and Merena and do not include any of the
operations of Odyssey.
RESULTS OF OPERATIONS
NET REVENUES
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands) (in thousands)
Grading revenues $ 5,861 $ 6,425 $16,507 $18,095
Collectible sales revenues 10,753 5,896 24,807 12,953
------- ------- ------- -------
Net revenues $16,614 $12,321 $41,314 $31,048
======= ======= ======= =======
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Net revenues include: i) grading and authentication fees for
sportscards, coins, autographs and stamps; ii) the prices at which owned
collectibles are sold in our auctions or directly to collectors; iii)
commissions earned on sales of consigned collectibles at our auctions; and iv)
revenue from the publication of collectible magazines. Net revenues for the
three and nine-month periods ended March 31, 2001, increased by 35% and 33%,
respectively, as compared to the corresponding three and nine-month periods of
the prior year. These increases were attributable to increases in collectible
sales revenues of 82% in the three months, and 92% in the nine months, ended
March 31, 2001. Grading revenue declined by 9% in each of those three and nine
month periods, respectively.
The increases in collectible sales revenues in the three and nine-month
periods ended March 31, 2001 are primarily attributable to the acquisition of
Bowers and Merena rare coin auction and direct sales businesses that occurred
during the third quarter of the prior fiscal year and, to a lesser extent, the
commencement in July 2000 of direct rare coin sales from a new sales unit that
augments the Bowers and Merena retail coin sales activities.
The decline in grading revenue for the three-month period ended March
31, 2001 is primarily attributable to the grading, in the prior fiscal year's
third quarter, of approximately 225,000 Pokemon trading cards, the popularity of
which significantly declined by the end of the Company's prior fiscal year,
which ended July 1, 2000. As a result, only a small number of Pokemon cards were
graded during the current year's fiscal third quarter. The 9% decline in grading
revenues for the nine-month period ended March 31, 2001, compared to the prior
fiscal year period, was due to the significant reduction in Pokemon card grading
submissions and a mix shift to more modern sportscards versus vintage
sportscards. Modern sportscards are more likely to be submitted under the
Company's economy service than under its premium service category. This, in
turn, reduces the Company's revenue because the grading fees for economy service
are lower than for premium service. Rare and modern coin submittals were
relatively constant for the current and prior fiscal year periods.
GROSS PROFIT
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands) (in thousands)
Gross profit $7,182 $5,451 $17,875 $15,886
====== ====== ======= =======
Gross profit margin 43.2% 44.2% 43.3% 51.2%
====== ====== ======= =======
Gross profit is calculated by subtracting the cost of revenues from net
revenues. Cost of revenues consist of labor to grade and authenticate coins and
sportscards, production costs, printing, credit cards fees, warranty expense and
the acquisition cost of owned collectibles sold in our auctions. Gross profit
margin is gross profit stated as a percent of net revenues. Gross profits
increased by 32% in the three months ended March 31, 2001, and increased by 13%
in the nine months ended March 31, 2001, as compared to the respective
corresponding periods of the prior year. Gross profit margin declined to 43.2%
in the three months ended March 31, 2001, from 44.2% in the same period of the
prior year, and to 43.3% in the nine months ended March 31, 2001, from 51.2% for
the same period last year. These declines in our profit margins were primarily
attributable to: (i) lower grading revenues without a corresponding reduction in
associated costs; (ii) the inclusion in our operating results during the current
three and nine-month periods of the operations of Bowers and Merena, the gross
profit margins of which were lower than Collectors' pre-acquisition composite
gross profit margin; and (iii) changes in the mix of revenues during the current
fiscal year to a higher proportion of auction and direct sales revenues from
which we realize lower margins than on sales of consigned collectibles, and in
the mix of grading and authentication submittals to a higher proportion of newer
items, as compared to vintage coins and sportscards.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands) (in thousands)
SG&A $5,132 $4,346 $14,266 $13,666
====== ====== ======= =======
Percent of net revenues 30.9% 35.3% 34.5% 44.0%
====== ====== ======= =======
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 18% in the three
months, and 4% in the nine months, ended March 31, 2001, as compared to the
respective corresponding periods of the prior year. However, SG&A expenses
declined as a percentage of net revenues to 30.9% and 34.5% in the three and
nine months ended March 31, 2001, respectively, from 35.3% and 44.0%,
respectively, for the same respective periods of the prior year. The reduction
in SG&A, as a percentage of net revenues, is primarily attributable to the
revenue increases generated in the three and nine-month periods of the current
fiscal year, which grew at a greater rate than did actual SG&A expenses.
In November 2000, we relocated our principal offices to a new and larger
facility near our original offices. After giving effect to the owner's moving
allowance, this relocation did not result in any material incremental expenses
in the three and nine-month periods ended March 31, 2001, although it did cause
some disruption in our grading operations, which resulted in some lost
efficiencies during the second fiscal quarter ended December 30, 2000. For the
current fiscal quarter ended March 31, 2001, rent expense was approximately $400
higher than the prior year's quarter because of duplicate facility rent during
this quarter, higher rent on our new facility and rent expense of the businesses
we acquired in prior periods. In subsequent quarters, rent expense is expected
to be approximately $200 higher than prior year periods because of the new
facility rent.
AMORTIZATION OF GOODWILL AND INTANGIBLES
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands) (in thousands)
Amortization of goodwill
and intangibles $412 $243 $1,385 $ 637
==== ==== ====== ======
Percent of net revenues 2.5% 2.1% 3.4% 2.1%
==== ==== ====== ======
Amortization of goodwill and intangibles consists 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 the respective 3-year terms of those agreements.
Amortization expense for the three and nine months ended March 31, 2001 was $412
and $1,385, respectively, as compared to $243 and $637, respectively, for the
corresponding periods last year. These increases primarily resulted from the
acquisition of Bowers and Merena and, to a lesser extent, our acquisition of
Odyssey Publications. As described below, during the second quarter of the
current fiscal year, the Company wrote-off certain goodwill that reduced
quarterly goodwill amortization expense by approximately $74 for the third
fiscal quarter ended March 31, 2001. This reduced amortization expense will be
reflected in subsequent reporting periods.
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IMPAIRMENT OF GOODWILL
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands) (in thousands)
Impairment of goodwill $ -- $ -- $906 $ --
==== ==== ==== ====
Percent of net revenues 0.0% 0.0% 2.2% 0.0%
==== ==== ==== ====
In January 1999, we increased our ownership of Internet Universe, LLC to
100% by purchasing the 40% ownership interest that we did not already own. In
connection with that acquisition, we recorded goodwill of $1,469. 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 upon our
analysis at December 30, 2000, we determined that the goodwill associated with
that January 1999 purchase had become impaired. This determination resulted
primarily from a change in our projected revenue for Internet advertising on our
website www.collectors.com, due to industry-wide reductions, that became
apparent in the quarter ended December 30, 2000, in banner advertising
placements and in amounts that could be charged to attract advertisers to
Internet websites. Accordingly, we incurred a charge of $906 in the quarter
ended December 31, 2000 to reduce the carrying value of the Internet Universe
goodwill to zero. This impairment charge is reflected in our collectible sales
segment reporting for the nine-month period ended March 31, 2001.
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
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------- --------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands) (in thousands)
Interest income, net $200 $292 $725 $542
==== ==== ==== ====
Percentage of net revenues 1.2% 2.4% 1.8% 1.7%
==== ==== ==== ====
Interest income is generated on cash balances that we invest primarily
in a highly liquid money market funds. Those cash balances are the result of the
net proceeds from our initial public offering completed in November 1999 and
internally generated cash flow. Our cash balances fluctuate from quarter to
quarter because of the variability in the timing and size of our auctions and in
the number of grading and authentication submittals. Additionally, in March
2000, we used $10 million of our cash as partial consideration for the
acquisition of Bowers and Merena, and in July 2000, we used approximately $800
to acquire Odyssey Publications. See the discussion of the primary causes of the
fluctuations in our cash balances that are described below under the caption
"Liquidity and Capital Resources."
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INCOME TAXES
Income taxes were provided for at a 57.1% combined federal and state
income tax rate for the nine months of the current fiscal year, which reflects
the non-deductibility, for income tax purposes, of certain goodwill amortization
charges and $906 for the impairment of goodwill. We anticipate that this will be
the effective tax rate for the entire year ending June 30, 2001. For the nine
months of prior year, income taxes were provided for at a combined federal and
state income tax rate of 48.2%, which reflects the effect of the
non-deductibility of certain goodwill charges and other permanent tax
differences. Our statutory income tax rate as a California-based company is
approximately 40.8% without consideration for any permanent tax differences.
PRO FORMA OPERATING RESULTS, EXCLUDING AMORTIZATION OF GOODWILL AND INTANGIBLES
AND STOCK-BASED COMPENSATION
The following pro forma operating data excludes non-cash charges for
amortization of goodwill and intangibles, stock-based compensation, and
impairment of goodwill and assumes a 42% effective income tax rate for all
periods presented. The pro forma information is not a presentation made in
accordance with generally accepted accounting principles. The pro forma
information should not be considered in isolation or as a substitute for
operating income, income before income tax, net income, net income per share or
cash flows presented in accordance with generally accepted accounting
principles. While the pro forma information is used as a measure of operations,
it is not necessarily comparable to other similarly titled captions of other
companies due to differences in methods of calculations. The calculations of pro
forma operating income, pro forma income before income tax, pro forma net
income, and pro forma net income per share are shown below:
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------- ----------------------
MARCH 31, APRIL 1, MARCH 31, APRIL 1,
2001 2000 2001 2000
--------- -------- --------- --------
(in thousands, (in thousands,
except per share data) except per share data)
Operating income, as reported $ 1,625 $ 847 $ 1,279 $ 1,535
Amortization of goodwill and
intangibles 412 243 1,385 637
Stock-based compensation 13 15 39 48
Impairment of goodwill -- -- 906 --
------- ------- ------- -------
Pro forma operating income 2,050 1,105 3,609 2,220
Interest income, net 200 292 725 542
Other income 1 -- -- --
------- ------- ------- -------
Pro forma income before income tax 2,251 1,397 4,334 2,762
Pro forma income tax 945 587 1,820 1,160
------- ------- ------- -------
Pro forma net income $ 1,306 $ 810 $ 2,514 $ 1,602
======= ======= ======= =======
Pro forma net income per share:
Basic $ 0.05 $ 0.03 $ 0.10 $ 0.07
======= ======= ======= =======
Diluted $ 0.05 $ 0.03 $ 0.10 $ 0.07
======= ======= ======= =======
Weighted average shares outstanding:
Basic 24,970 24,649 25,162 22,631
Diluted 25,400 26,212 25,758 23,985
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LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001, we had cash and cash equivalents of approximately
$8.8 million compared to cash and cash equivalents of $14.6 million at July 1,
2000. The decrease in cash and cash equivalents since the end of the prior
fiscal year 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 between fiscal periods. At
July 1, 2000, we had collected most of the proceeds due from several large
auctions that had been conducted during the fourth quarter of fiscal 2000, but
had not yet paid consignors to those auctions, which accounted for our
relatively high cash and cash equivalent balances as of that date. We paid
consignors to those auctions approximately $11 million after July 1, 2000. As a
result of auctions that have been conducted thereafter, we generated additional
cash balances of approximately $6 million that, as of March 31, 2001 were owed
to consignors to those auctions, which was $5 million less than amounts owed to
consignors at July 1, 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, and our outstanding consignor payables, 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 $2,840 for the nine-month period
ended March 31, 2001, as compared with cash used in operating activities of $573
for the nine-month period ended April 1, 2000. During the nine-month period
ended March 31, 2001, cash was provided by net income, increases in income tax
payable and non-cash charges for amortization and depreciation. Cash was used to
reduce consignor payables and for higher accounts receivable balances, primarily
attributable to auctions that were held during the third fiscal quarter, for
which payment had not been received.
Net cash used in investing activities was $2,011 for the nine-month
period ended March 31, 2001 and consisted of expenditures for fixed assets,
primarily related to our facility move in November 2000, and to the cash
acquisition of Odyssey Publications in July 2000. In addition, $415 was used for
an advance to a related party. In the prior year's comparable period, $8,300 was
used as the partial cash consideration for the acquisition of Bowers and Merena.
In addition, $890 was used for the acquisition of fixed assets, primarily
computer-related equipment.
In the nine-month period ended March 31, 2001, net cash of $1,027 was
used in financing activities for the purchase of 500,000 shares of our common
stock pursuant to an open market and private stock repurchase program approved
by the Board of Directors. The stock repurchase program was concluded during the
current third fiscal quarter, with the repurchase of the 500,000 shares of
common stock. For the nine-month period of the prior fiscal year, $21,360 was
received from our initial public offering, net of expenses, and $318 was
received from the exercise of stock options.
We believe that our existing cash balances and internally-generated
funds will be sufficient to finance our operations and financing requirements,
and we do not expect any material changes in the sources of cash to fund our
operations, during the next twelve months. However, our capital requirements
could change as a result of any of a number of factors, including our growth
rate and the need to increase inventory of collectibles for auction or sale.
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
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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 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 will be required to adopt SAB 101 no later than the fourth quarter
of fiscal 2001. Management believes that the adoption of SAB 101 will not have a
material effect on its financial position or results of operations.
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.
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.
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
above 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,"
in 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 our future
performance, include the risk that the popularity of collectibles will decline
or an economic slowdown or contraction will negatively impact the demand for
collectibles or grading and authentication submissions; temporary popularity of
certain collectibles could cause revenues to fluctuate; limited supplies of
high-end collectibles could reduce the revenues we could generate from our
auctions or reduce our margins on auction sales; the 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 collectibles 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; and the adoption or implementation of government regulations that
could cause operating costs to increase.
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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 March 31, 2001, we had
approximately $8.8 million in cash and cash equivalents. 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.
The Company has no activities that would expose it to foreign currency
exchange rate risk or commodity price risks.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS
(a) Exhibits.
None
(b) Reports on Form 8-K.
No reports on Form 8-K were filed for the quarter ended
March 31, 2001.
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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: May 11, 2001 /s/ DAVID G. HALL
------------------------------------
David G. Hall, Chairman and
Chief Executive Officer
Date: May 11, 2001 /s/ GARY N. PATTEN
------------------------------------
Gary N. Patten, President
and Chief Financial Officer
S-1