10-Q 1 maindoc.htm 1ST QUARTER FISCAL 2006 1st Quarter Fiscal 2006


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarter ended September 30, 2005
   
 
OR
   
q
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
   
 
For the transition period from _______ to _____
Commission file number 0-27887
 
 
CU logo
 
COLLECTORS UNIVERSE, INC.
(Exact name of Registrant as specified in its charter)

Delaware
33-0846191
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
Incorporation or organization)
 
 
1921 E. 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   ü  No ___

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes  ü  No    

Indicate by check mark whether the Registrant is a shell company (as defined in Securities Exchange Act Rule 12b-2).
 
YES [ ] NO x
 
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 October 29, 2005
 
Common Stock $.001 Par Value
8,486,103
 
       









COLLECTORS UNIVERSE, INC.
QUARTERLY REPORT
ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2005

TABLE OF CONTENTS


PART I
Financial Information
Page
 
Item 1.
 
   
1
       
   
2
       
   
3
       
   
4
       
 
Item 2.
18
   
18
   
18
   
19
   
20
   
22
   
27
   
28
   
28
       
 
Item 3.
29
       
 
Item 4.
29
       
PART II
Other Information
 
 
Item 6.
31
     
 
S-1
     
E-1
     
EXHIBITS
   
Exhibit 31.1
Certifications of Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
 
     
Exhibit 31.2
Certifications of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
 
     
Exhibit 32.1
Chief Executive Officer Certification Under Section 906 of the Sarbanes-Oxley Act of 2002
 
     
Exhibit 32.2
Chief Financial Officer Certification Under Section 906 of the Sarbanes-Oxley Act of 2002
 



 


i



PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
as of September 30, 2005 and June 30, 2005
(in thousands, except per share data)
(unaudited)
   
September 30,
 
June 30,
 
   
2005
 
2005
 
ASSETS
         
Current assets:
             
Cash and cash equivalents
 
$
66,714
 
$
65,439
 
Accounts receivable, net of allowance for doubtful accounts of $48 (September) and $38 (June)
   
1,229
   
1,508
 
Inventories, net
   
437
   
436
 
Prepaid expenses and other current assets
   
1,044
   
1,102
 
Customer notes receivable
   
77
   
1,560
 
Deferred income taxes
   
2,154
   
2,854
 
Receivables from sale of net assets of discontinued operations
   
15
   
63
 
Current assets of discontinued operations held for sale
   
274
   
365
 
Total current assets
   
71,944
   
73,327
 
Property and equipment, net
   
854
   
857
 
Goodwill and other intangibles
   
2,828
   
79
 
Deferred income taxes
   
635
   
1,051
 
Other assets
   
110
   
174
 
Non-current assets of discontinued operations held for sale
   
463
   
46
 
   
$
76,834
 
$
75,534
 
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable
 
$
392
 
$
753
 
Accrued liabilities
   
2,035
   
1,563
 
Accrued compensation and benefits
   
869
   
1,069
 
Deferred revenue
   
1,250
   
1,001
 
Current liabilities of discontinued operations held for sale
   
37
   
27
 
Total current liabilities
   
4,583
   
4,413
 
               
Deferred rent and other long-term liabilities
   
572
   
555
 
Commitments and contingencies
   
-
   
-
 
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 8,611 at September 30, 2005 and 8,610 at June 30, 2005
   
9
   
9
 
Additional paid-in capital
   
78,740
   
78,594
 
Accumulated deficit
   
(6,049
)
 
(7,016
)
Treasury stock, at cost (125 shares)
   
(1,021
)
 
(1,021
)
Total stockholders' equity
   
71,679
   
70,566
 
   
$
76,834
 
$
75,534
 

See accompanying notes to condensed consolidated financial statements.

 


1


COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
(in thousands, except per share data)
(unaudited)


   
Three Months Ended
 
   
September 30,
 
   
2005
 
2004
 
Net revenues
 
$
8,825
 
$
8,195
 
Cost of revenues
   
3,316
   
2,826
 
Gross profit
   
5,509
   
5,369
 
Selling and marketing expenses
   
1,089
   
957
 
General and administrative expenses
   
3,145
   
2,287
 
Stock-based compensation
   
132
   
-
 
Total operating expenses
   
4,366
   
3,244
 
Operating income
   
1,143
   
2,125
 
Interest income, net
   
542
   
66
 
Other expenses
   
8
   
(2
)
Income before income taxes
   
1,693
   
2,189
 
Provision for income taxes
   
(714
)
 
(878
)
Income from continuing operations
   
979
   
1,311
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes)
   
(12
)
 
(69
)
Net income
 
$
967
 
$
1,242
 
               
Net income per basic share :
             
Income from continuing operations
 
$
0.11
 
$
0.21
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes)
   
-
   
(0.01
)
Net income
 
$
0.11
 
$
0.20
 
               
Net income per diluted share:
             
Income from continuing operations
 
$
0.11
 
$
0.20
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes)
   
-
   
(0.01
)
Net income
 
$
0.11
 
$
0.19
 
               
Weighted average shares outstanding:
             
Basic
   
8,486
   
6,214
 
Diluted
   
8,806
   
6,569
 

See accompanying notes to condensed consolidated financial statements.

 


2


COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
(in thousands, except share data)
(unaudited)
   
Three Months Ended
September 30,
 
   
2005
 
2004
 
CASH FLOWS FROM OPERATING ACTIVITIES:
         
Income from continuing operations
 
$
979
 
$
1,311
 
Adjustments to reconcile income from continuing operations to net cash provided by operating activities:
             
Depreciation and amortization
   
121
   
142
 
Loss on disposal of fixed assets
   
3
   
-
 
Loss on termination of sublease
   
83
   
-
 
Stock-based compensation
   
132
   
-
 
Provision for doubtful accounts
   
25
   
2
 
Deferred income taxes
   
693
   
832
 
Changes in operating assets and liabilities:
             
Accounts receivable
   
296
   
(103
)
Inventories
   
(1
)
 
82
 
Prepaid expenses and other assets
   
39
   
114
 
Income taxes
   
-
   
(10
)
Other assets
   
-
   
(18
)
Accounts payable
   
(361
)
 
196
 
Accrued liabilities
   
(67
)
 
(227
)
Deferred rent and other long-term liabilities
   
17
   
25
 
Accrued compensation and benefits
   
(200
)
 
65
 
Deferred revenue
   
176
   
(6
)
Net cash provided by operating activities
   
1,935
   
2,405
 
               
CASH FLOWS FROM INVESTING ACTIVITIES:
             
Capital expenditures
   
(99
)
 
(64
)
Collection of receivables from sales of discontinued businesses
   
48
   
801
 
Purchase of businesses, net of cash acquired
   
(2,279
)
 
-
 
Advances on customer notes receivable
   
(78
)
 
-
 
Proceeds from collection of customer notes receivable
   
1,561
   
-
 
Net cash (used in) provided by investing activities
   
(847
)
 
737
 
               
CASH FLOWS FROM FINANCING ACTIVITIES:
             
Proceeds from exercise of stock options
   
14
   
3
 
Net cash provided by financing activities
   
14
   
3
 
               
Discontinued Operations:
             
Net cash provided by investing activities
   
173
   
448
 
               
Net increase in cash and cash equivalents
   
1,275
   
3,593
 
Cash and cash equivalents at beginning of period
   
65,439
   
21,454
 
Cash and cash equivalents at end of period
 
$
66,714
 
$
25,047
 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
             
Interest paid
 
$
3
 
$
-
 
Income taxes paid
 
$
16
 
$
10
 

See accompanying notes to condensed consolidated financial statements.


 


3


COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands, except share data)
(unaudited)


   
Three Months Ended
September 30,
 
   
2005
 
2004
 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION (CONTINUED):
         
Effective July 14, 2005, the Company acquired CoinFacts.com in a transaction summarized as follows:
             
Goodwill
 
$
515
   
-
 
Cash paid
   
(515
)
 
-
 
               
Effective September 2, 2005, the Company acquired CCE in a transaction summarized as follows:
             
Fair value of net liabilities assumed
   
(70
)
 
-
 
Deferred taxes recognized at acquisition
   
(423
)
 
-
 
Transition costs
   
27
   
-
 
Intangible assets
   
947
   
-
 
Fair value of CTP, including net assets
   
501
   
-
 
Goodwill
   
1,282
   
-
 
Purchase price, net of cash acquired
   
(2,264
)*  
-
 
               
* $500,000 of the purchase price was payable subsequent to September 30, 2005 and is included in accrued liabilities at September 30, 2005.
             

 


4


COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES

1.    SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying interim condensed consolidated financial statements include the accounts of Collectors Universe, Inc. and its subsidiaries (the “Company”). All intercompany transactions and accounts have been eliminated. In July 2005, the Company purchased substantially all the assets of CoinFacts.com, and in September 2005, the Company acquired the common stock of Certified Coin Exchange (“CCE”) and a related business. Such acquisitions have been consolidated at the date of acquisition (see note 2).

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 interim 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 condensed 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 months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending June 30, 2006 or for any other interim period during such year. 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 interim condensed 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 for the fiscal year ended June 30, 2005. Amounts related to disclosure of June 30, 2005 balances within these interim condensed consolidated financial statements were derived from the aforementioned Form 10-K.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Revenue Recognition

Net revenues consist primarily of fees generated from the authentication and grading of coins, sportscards, autographs, currency and stamps. Authentication and grading revenues are recognized when those services have been performed by us and the item is shipped back to the customer. Authentication and grading fees generally are prepaid, although we offer open account privileges to larger dealers. Advance payments received for grading services are deferred until the service is performed and the graded item is shipped to the customer. In the case of dealers to whom we have extended credit, we record revenues at the time the item is shipped to the customer.

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 and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences may be material to the condensed consolidated financial statements.


 


5


SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-Lived Assets
 
Management regularly reviews property and equipment and other long-lived assets, including certain identifiable intangibles and goodwill, for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable in full. If there is indication of impairment of property and equipment or amortizable intangible assets, then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of that asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated at the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. As of September 30, 2005, the Company does not believe there have been any impairment of its long-lived assets. There can be no assurance, however, that there will be no impairment of the Company’s long-lived assets in the future.
 
Stock-Based Compensation

At September 30, 2005, the Company had three stock-based compensation plans. Prior to July 1, 2005, the Company accounted for these plans under the recognition and measurement provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, as permitted by Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation. No stock-based employee compensation cost was recognized in the statement of operations for the three months ended September 30, 2004, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

Effective July 1, 2005, the Company adopted the fair value recognition provisions of SFAS No. 123(R) Share-Based Payments, using the modified-prospective-transition method. Under this transition method, compensation cost recognized in the three months ended September 30, 2005 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of July 1, 2005, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and (b) compensation cost for all share-based payments granted subsequent to June 30, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123(R). Results for prior periods have not been restated.

The method of calculating stock-based compensation under SFAS 123(R) is consistent with the method used to compute stock-based compensation under SFAS 123, except under SFAS 123(R), we are required to estimate forfeitures, which we were not required to estimate under SFAS 123. We estimated forfeitures to be 4%.

For the three months ended September 30, 2005, the fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing method with the following weighted-average assumption used:

Dividend yield                         0%
Expected volatility                 78%
Risk-free interest rate    3.9%
Expected lives        2 years
 
At June 30, 2005, the Company had 443,000 unvested options with a grant date weighted average fair value of $4.67, and at September 30, 2005, there were 445,000 unvested options with a weighted average fair value of $4.71.  The Company granted 10,000 options during the quarter.
 
As a result of adopting SFAS No. 123(R) on July 1, 2005, the company’s income before income taxes and net income for the three months ended September 30, 2005 is $132,000 lower than if it had continued to account for share-based compensation under APB Opinion No. 25. Basic and diluted net income per share for the three months ended September 30, 2005 would have been $0.13 and $0.12,

 


6


SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

respectively, if the Company had not adopted SFAS No. 123(R), compared to reported basic and diluted net income per share of $0.11 and $0.11, respectively.

The total amount of compensation cost related to non-vested awards not yet recognized at September 30, 2005, was $1,673,000, and such amount will be recognized as compensation expense assuming the employees to whom the options were granted continue to be employed by the Company, as follows:

FY 2006
 
$
403,000
 
FY 2007
   
520,000
 
FY 2008
   
488,000
 
FY 2009
   
259,000
 
FY 2010
   
3,000
 
Total
 
$
1,673,000
 

However, such amounts do not include the cost of new options that may be granted in future periods nor any changes in the Company’s forfeiture percentage.

Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits of deductions resulting from the exercise of stock options as operating cash flows in the statement of cash flows. SFAS No. 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options (excess tax benefits) to be classified as financing cash flows. There are no tax benefits resulting from the exercise of stock options for the three months ended September 30, 2005.

SFAS No. 123(R) requires the Company to continue to provide the pro forma disclosures required by SFAS No. 123 for all periods presented in which share-based payments to employees are accounted for under APB Opinion No. 25. The following table illustrates the effect on net income and net income per share for the three months ended September 30, 2004 if the Company had applied the fair value recognition provisions of SFAS No. 123 to share-based employee compensation.


   
Three Months
Ended
September 30,
 
   
2004
 
Net income, as reported 
 
$
1,242
 
Add:  Stock-based employee compensation expense included in reported net income, net of related tax effects
   
-
 
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects.
   
(40
)
Pro forma net income 
 
$
1,202
 
         
Net income per common share - basic:
       
As reported 
 
$
0.20
 
Pro forma 
 
$
0.19
 
         
Net income per common share - diluted:
       
As reported 
 
$
0.19
 
Pro forma 
 
$
0.18
 


 


7


SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The fair value of each option grant during the three months ended September 30, 2004, was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumption used:

Dividend yield                    0%
Expected volatility            72%
Risk-free interest rate       2.4%
Expected lives                   2 years

Concentrations
 
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes receivables.
 
Financial Instruments and Cash Balances. At September 30, 2005, the Company’s funds of approximately $64 million were primarily invested in high quality commercial paper, certificates of deposit and a money market fund. In addition, at September 30, 2005, the Company had in excess of $2 million in a non-interest bearing bank account for general day-to-day operations.
 
Accounts Receivable. A substantial portion of accounts receivable is due from collectibles dealers. At September 30, 2005 and June 30, 2005, one customer accounted for approximately 31% and 46%, respectively, of total accounts receivable balances. The Company performs an analysis of the expected collectibility of accounts receivable based on several factors, including the age and extent of significant past due accounts and economic conditions or trends that may offset the ability of the debtor to pay their account receivable balances. Based on such review, the Company makes an allowance for doubtful accounts, when necessary. The allowance for doubtful accounts receivable was $48,000 at September 30, 2005.

Customers. The authentication and grading of collectible coins accounted for approximately 65% and 68% of our net revenues for the three months ended September 30, 2005 and 2004, respectively.

Customer Notes Receivables. At June 30, 2005, the Company had short term customer notes receivable balances outstanding in an aggregate principal amount of $1,560,000 to two collectibles dealers who are long time customers. Such customer notes receivables were fully repaid in the three months ended September 30, 2005. In addition, one new advance of $77,000 was made in the three months ended September 30, 2005, and such advance is repayable in August 2006. We perform an analysis of the expected collectibility of customer notes receivable based on several factors, including the age and extent of significant past due notes and economic conditions or trends that may adversely affect the ability of the debtor to pay their customer notes receivable.

Recent Accounting Pronouncement

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes and FASB Statement No 3, Reporting Accounting Changes in Interim Financial Statements which required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS No. 154 will require retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We will adopt SFAS No. 154 for our fiscal year beginning July 1, 2006. We do not expect the adoption of SFAS No. 154 to have a material impact on the Company’s financial position or results of operation.

 


8


2.    BUSINESS ACQUISITIONS

On July 14, 2005, the Company acquired substantially all the assets of CoinFacts.com (“CoinFacts”) for $500,000 in cash. CoinFacts.com operates an internet website on which it publishes detailed proprietary information and history on U.S. Coins. The results of CoinFacts have been consolidated from the date of acquisition.

On September 2, 2005, the Company acquired all of the common stock of Certified Coin Exchange (“CCE”) and all of the common stock of a related business (“CTP”) for an aggregate purchase price of $2,180,000, of which $1,680,000 was paid in cash at closing. The remaining balance of $500,000, which was paid after September 30, 2005, was included in accrued liabilities in the accompanying condensed consolidated balance sheet at September 30, 2005. CCE is a subscription-based dealer-to-dealer internet bid-ask market for third-party certified coins. CCE’s operating results have been consolidated in to our operating results from the date of its acquisition.

The Company intends to, and is in the process of selling CTP. In accordance with SFAS 144, the assets of CTP are classified as held for sale in the accompanying condensed consolidated balance sheet at September 30, 2005 and are stated at fair value, less disposal costs, and the results of operation of CTP from the date of acquisition through September 30, 2005, are classified as part of the loss from discontinued operations for the three months ended September 30, 2005.

The Company has performed an initial and preliminary purchase price allocation with respect to these acquisitions in accordance with the purchase method of accounting for business combinations. The purchase method of accounting allocates the amount paid for an acquisition over the fair value of the assets and liabilities acquired, and measures the excess of the purchase price over the fair value as goodwill. Goodwill is evaluated at least annually for impairment, or more frequently, if the acquirer believes that the goodwill has been impaired due to changing facts and circumstances. Other intangible assets that are separable from goodwill and have definite lives are subject to amortization over their remaining useful lives. Indefinite-lived intangible assets are subject to on-going evaluation for impairment.


 


9


The Company performed an initial and preliminary purchase price allocation as set forth in the following table:

   
(in thousands)
 
   
CCE
 
Coin
Facts
 
Total
 
Cost of Investment:
             
Purchase Price
 
$
2,180
 
$
500
 
$
2,680
 
Other direct costs
   
135
   
15
   
150
 
     
2,315
   
515
   
2,830
 
Value Assigned to Assets and Liabilities:
                   
Current assets
   
93
   
-
   
93
 
Current liabilities
   
(39
)
 
-
   
(39
)
Deferred revenue
   
(73
)
 
-
   
(73
)
Assets held for sale
   
501
   
-
   
501
 
Deferred taxes
   
(423
)
 
-
   
(423
)
Transition services
   
27
   
-
   
27
 
                     
Intangible Assets with Finite Lives
                   
Customer list
   
676
   
-
   
676
 
Software
   
207
   
-
   
207
 
Covenants not to compete
   
25
   
-
   
25
 
                     
Intangible Assets with Indefinite Lives:
                   
Trade name and marks
   
39
   
-
   
39
 
                     
Excess of purchase price over fair value of net assets acquired (goodwill)
 
$
1,282
 
$
515
 
$
1,797
 

The intangible assets with finite lives will be amortized over their estimated useful lives, as follows:

Customer List
15 years
Software
 5 years
Covenant not to compete
 5 years

Based on these useful lives, annual amortization for each of the next five years will be approximately $91,000.


 


10


The following pro forma financial data presents the unaudited pro-forma consolidated statements of income for the Company for the three month periods ended September 30, 2005 and 2004 based on the assumption that the Coinfacts and CCE acquisitions had both been consummated on July 1, 2004, rather than on the actual dates of their acquisition. These pro forma unaudited statements of income do not purport to represent what the Company’s actual results of operations would have been had these acquisitions been consummated on July 1, 2005 and are not necessarily indicative of the Company’s results of operations for any subsequent interim period in the current fiscal year or in any subsequent year.

   
(in thousands)
 
   
Three Months Ended September 30,
 
Three Months Ended
September 30,
 
   
2005
 
2004
 
Revenue
 
$
9,041
 
$
8,398
 
Operating income
   
1,206
   
2,183
 
Interest income, net
   
542
   
66
 
Other income (expense), net
   
8
   
(2
)
Income before provision for income taxes
   
1,756
   
2,247
 
Provision for income taxes
   
(738
)
 
(899
)
Income from continuing operations
   
1,018
   
1,348
 
Income from discontinued operations
   
10
   
(33
)
Net income
   
1,028
   
1,315
 
               
Net income per diluted share:
             
Income from continuing operations
 
$
0.12
 
$
0.21
 
Income (loss) from discontinued operations
 
$
0.00
 
$
(0.01
)
Net income
 
$
0.12
 
$
0.20
 

3.    CASH AND CASH EQUIVALENTS

At September 30, 2005, cash and cash equivalents included approximately $62 million of securities primarily comprising high-quality commercial paper, and certificates of deposit issued by U.S. or foreign companies. The minimum credit quality of the commercial paper portfolio funds in a money market account must be rated no less than single-A long term or A1/P1 short term, and the portfolio must contain no more than 25% exposure to securities of issuers whose principal business activities are in the same industry. However, the 25% limitation does not apply to securities guaranteed by the U.S. government or to bank obligations, subject to U.S. banking regulations. In addition, the weighted average maturity of the portfolio must not exceed 90 days. Such trading securities are carried at market value in the accompanying condensed consolidated balance sheet at September 30, 2005. Unrealized gains on such trading securities were approximately $110,000 for the three months ended September 30, 2005.
 
11

4.    INVENTORIES
 
Inventories consist of the following:
 
   
(in thousands)
 
   
September 30,
 
June 30,
 
   
2005
 
2005
 
Coins 
 
$
280
 
$
276
 
Other collectibles
   
41
   
37
 
Grading raw materials consumable inventory
   
154
   
157
 
     
475
   
470
 
Less inventory reserve
   
(38
)
 
(34
)
Inventories, net
 
$
437
 
$
436
 

5.    PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
 
   
(in thousands)
 
   
September 30,
 
June 30,
 
   
2005
 
2005
 
Coins and Stamp grading reference sets
 
$
62
 
$
62
 
Computer hardware and equipment
   
1,042
   
988
 
Computer software
   
902
   
900
 
Equipment
   
1,332
   
1,330
 
Furniture and office equipment
   
727
   
689
 
Leasehold improvements
   
438
   
438
 
Trading card reference library
   
52
   
52
 
     
4,555
   
4,459
 
Less accumulated depreciation and amortization
   
(3,701
)
 
(3,602
)
Property and equipment, net
 
$
854
 
$
857
 

6.    ACCRUED LIABILITIES

Accrued liabilities consist of the following:

   
(in thousands)
 
   
September 30,
 
June 30,
 
   
2005
 
2005
 
Warranty Costs
 
$
583
 
$
609
 
Professional fees
   
400
   
211
 
Amount due for acquisition (note 2)
   
500
   
-
 
Other
   
552
   
743
 
   
$
2,035
 
$
1,563
 


 


12


The following table presents the changes in the Company’s warranty reserve during the three months ended September 30, 2005 and 2004 (in thousands):

   
(in thousands)
 
   
Three Months Ended September 30,
 
Three Months Ended
September 30,
 
   
2005
 
2004
 
Warranty reserve, beginning of period
 
$
609
 
$
492
 
Charged to cost of revenue
   
116
   
143
 
Payments
   
(142
)
 
(33
)
Warranty reserve, end of period
 
$
583
 
$
602
 

7.      
DISCONTINUED OPERATIONS

As previously disclosed, on December 4, 2003, the Company’s Board of Directors authorized management to implement a plan to focus the Company’s financial and management resources, and collectibles expertise, on the operations and growth of its grading and authentication businesses, by divesting the Company’s collectibles auctions and direct sales businesses. Therefore, in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the assets and related liabilities of those collectible sales businesses, are classified as held for sale and the related operating results are classified as discontinued operations in the accompanying condensed consolidated balance sheets at September 30, 2005 and June 30, 2005 and condensed consolidated statements of operations for the three-month periods ended September 30, 2005 and 2004. The Company sold or otherwise disposed of all of its collectibles auctions and direct sales businesses prior to the beginning of the quarter ended March 31, 2005, but elected to retain, and has been liquidating, the remaining inventories, accounts receivable and liabilities of those businesses.

In addition, as discussed in note 2 above as part of the acquisition of CCE, the Company acquired the common stock of CTP, which the Company intends to and is in the process of selling. Such sale is expected to be finalized in the second quarter of fiscal 2006.
 
The operating results of the discontinued collectible sales businesses, and those of CTP since the date of its acquisition, that are included in the accompanying consolidated condensed statements of operations, are as follows (in thousands):
 
   
(in thousands)
 
   
Three Months Ended
September 30,
 
   
2005
 
2004
 
Net revenues 
 
$
61
 
$
255
 
               
Loss from operations 
   
(36
)
 
(234
)
Gain on sale of discontinued businesses 
   
4
   
119
 
     
32
   
(115
)
Income tax benefit 
   
20
   
46
 
Net loss from discontinued operations 
 
$
(12
)
$
(69
)

The loss from discontinued operations in the three months ended September 30, 2005 includes bad debt expenses of approximately $73,000 related to a note receivable that became uncollectible in the period.

The gains realized on sales of discontinued businesses in the three-month periods ended September 30, 2005 and September 30, 2004 related to contingent consideration that became determinable in those periods.

 


13


The following table contains summary balance sheet information with respect to the net assets and liabilities of the collectible sales businesses held for sale that are included in the accompanying condensed consolidated balance sheets:

   
(in thousands)
 
   
September 30,
2005
 
June 30,
2005
 
Current assets:
         
Accounts receivable
 
$
3
 
$
58
 
Inventories
   
189
   
189
 
Consignment advances
   
30
   
30
 
Notes receivable
   
52
   
88
 
   
$
274
 
$
365
 
Non-current assets:
             
Goodwill and other intangibles
   
463
   
-
 
Notes receivable, net of current portion
 
$
-
 
$
46
 
   
$
463
 
$
46
 
Current liabilities:
             
Consignors payable
 
$
1
 
$
1
 
Other current liabilities
   
36
   
26
 
   
$
37
 
$
27
 

 8.  
        INCOME TAXES

Income tax expense was provided for at rates of 42% and 40% for the three-month periods ended September 30, 2005 and September 30, 2004, respectively. The increased rate, in 2005, reflects the expected federal and state statutory rate of approximately 40% adjusted for certain permanent tax differences related to stock compensation expense for incentive stock options that are not allowable for income tax purposes.
 
 
14


 
 9.  
    NET INCOME PER SHARE

Net income per share is determined in accordance with SFAS No. 128, Earnings Per Share. Net income per share for the three-month periods ended September 30, 2005 and 2004, respectively, are computed as follows:

   
(in thousands,
except share data)
 
   
Three Months Ended
September 30,
 
   
2005
 
2004
 
Income from continuing operations
 
$
979
 
$
1,311
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes)
   
(12
)
 
(69
)
Net income
 
$
967
 
$
1,242
 
               
NET INCOME (LOSS) PER SHARE - BASIC:
             
Income from continuing operations
 
$
0.11
 
$
0.21
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes)
   
-
   
(0.01
)
Total
 
$
0.11
 
$
0.20
 
               
NET INCOME (LOSS) PER SHARE - DILUTED:
             
Income from continuing operations
 
$
0.11
 
$
0.20
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes)
   
-
   
(0.01
)
Total
 
$
0.11
 
$
0.19
 
               
WEIGHTED AVERAGE SHARES OUTSTANDING:
             
Basic
   
8,486
   
6,214
 
Effect of dilutive share
   
320
   
355
 
Diluted
   
8,806
   
6,569
 

Options and warrants to purchase approximately 745,000 shares of common stock for the three months ended September 30, 2005 and approximately 530,000 for the three months ended September 30, 2004 at exercise prices of up to $24 per share, were not included in the computation of diluted earnings per share because the options’ and warrants’ exercise prices were greater than the average market price for the respective periods.

10. 
         BUSINESS SEGMENTS

Operating segments are defined as the components or “segments” of an enterprise for which separate financial information is available that is evaluated regularly by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources to and in assessing performance of those components or “segments.” The Company’s chief operating decision-maker is its Chief Executive Officer. The operating segments of the Company are organized based on the respective services that they offer to customers of the Company. Similar operating segments have been aggregated to reportable operating segments based on having similar services, types of customers, and other criteria that are set forth in SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information.

For our continuing operations, we operate principally in three reportable service segments: coins, sportscards and other high-end collectibles. Services provided by these segments include authentication, grading, publication advertising and subscription-based revenues.

 


15


BUSINESS SEGMENTS (continued)

We allocate operating expenses to each service segment based upon activity levels. We do not allocate specific assets to these service segments. All of our sales and identifiable assets are located in the United States.

   
Three Months Ended September 30,
 
   
2005
 
2004
 
Net revenues from external customers
         
Coins
 
$
5,753
 
$
5,608
 
Sportscards
   
2,106
   
2,047
 
Other
   
966
   
540
 
Total revenue
 
$
8,825
 
$
8,195
 
Operating income before unallocated expenses 
             
Coins
   
2,733
   
2,827
 
Sportscards
   
321
   
338
 
Other
   
60
   
(91
)
Total
   
3,114
   
3,074
 
Unallocated operating expenses
   
(1,839
)
 
(949
)
Stock-based compensation
   
(132
)
 
-
 
Consolidated operating income
 
$
1,143
 
$
2,125
 

11.  
        LINE OF CREDIT

To provide a source of funds for its Dealer Financing Program, in June 2005 our wholly-owned subsidiary, Collectors Finance Corp. (“CFC”), entered into a two-year revolving bank line of credit agreement, that permits CFC to borrow, at any one time, up to the lesser of (i) $7,000,000 or (ii) an amount equal to 85% of the aggregate principal amount of customer receivables that meet the bank’s eligibility criteria. Borrowings under this credit line bear interest at rates based on the bank’s Prime Rate or LIBOR, as applicable, and are secured by substantially all the assets of CFC (including customer receivables and CFC’s security interests in customers owned loan collateral).
 
Costs of approximately $340,000 (comprising a loan agreement fee, bank fees and legal fees) were incurred in connection with this line of credit. At September 30, 2005, these costs have been capitalized and are being amortized to net interest expense for CFC, which is included in net revenues in the condensed consolidated statements of operations for the three months ended September 30, 2005. The unamortized amount of such costs are included in prepaid expenses and other current assets in the accompanying condensed consolidated balance sheet at September 30, 2005. On a quarterly basis, CFC incurs an unused line fee of 0.25% per annum, based on the average daily unused portion of the total facility during the quarter.
 
CFC’s obligations under this line of credit have been guaranteed by the Company pursuant to a Continuing Guaranty Agreement with the bank lender. The terms of that Agreement require the Company to be in compliance with certain financial and other restrictive covenants, and require the consent of the lender (i) for the Company to pay cash dividends or repurchase shares of its common stock in amounts exceeding its annual net income in any year, and (ii) to consummate more than $5 million of business acquisitions in any year. The Company was in compliance with all covenants at September 30, 2005.
 
 
16


 
12.  
       LEGAL MATTERS
 
Bill Miller v. Collectors Universe, Inc. As previously reported, the Company is a defendant in this legal action, which was brought in the Superior Court of California, County of Orange, by Bill Miller, a former employee of the Company, who was president of one of the Company’s collectibles sales businesses that was sold in 2004 and an expert in the authentication of autographs and memorabilia. The complaint alleges that the Company had issued authentication certificates bearing plaintiff’s name without his consent, in violation of a California statute prohibiting unauthorized appropriation of a person’s name, signature or likeness. The statute provides that a person whose name, signature or likeness has been misappropriated, in violation of the statute, is entitled to recover the greater of $750 or the actual damages suffered as a result of the unauthorized use, and any profits from that are attributable to that unauthorized use that are not taken into account in computing the actual damages. The Company denied plaintiff’s allegations and has asserted that plaintiff is not entitled, under the statute, to any recovery in excess of his actual damages and that, in any event, he had not suffered any damages as a result of the issuance of the certificates.
 
On November 7, 2005, the jury made a finding of fact that the Company had issued 14,060 certificates bearing the plaintiff’s signature without his consent. The jury also found that the profit attributable to the Company’s use of those certificates was $14,060, or $1.00 per certificate, and that the Company must compensate plaintiff for that profit. However, despite the jury’s finding, the case is not yet concluded and no judgment has been entered, because the Judge in the action must still rule on the question of whether the California statute entitles plaintiff to recover amounts in excess of the $14,060 in profits. Plaintiff’s counsel has taken the position that his client is entitled to recover damages in excess of $10 million based on the assertion that the statute entitles plaintiff to $750 for each certificate issued without plaintiff’s consent. The Company, on the other hand, has asserted that, under the statute, its liability is limited to amounts approximating the $14,060 in profits awarded by the jury and the Company believes that it will not incur any material liability to plaintiff in this action. However, there is little interpretive history with respect to the statute, creating a number of relatively novel legal issues. As a result, it is not possible to predict, with certainty, how the Judge will ultimately rule on the issue of damages.
 
Other Legal Actions. The Company is named, from time to time, as a defendant in lawsuits that arise in the ordinary course of its business. Management of the Company believes that none of those lawsuits currently pending against it is likely to have a material adverse effect on the Company.
 
13.  
       SUBSEQUENT EVENTS

On November 7, 2005, the Company acquired the outstanding common stock of Gem Certification & Appraisal Lab (GCAL), an international forensic gemological certification and grading laboratory. As part of that transaction, the Company also acquired Diamond Profile Laboratory, Inc. (DPL), a scientific diamond light performance analysis laboratory, and all publishing and other rights to “Palmieri’s Market Monitor,” an educational and informative industry publication currently published by the Gemological Appraisal Association, Inc. (GAA). The Company paid an aggregate acquisition price of $3 million in cash for GCAL, DPL and the publishing and other rights to “Palmieri’s Market Monitor.”


 


17




The discussion in this Item 2 and in Item 3 of this Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “1933 Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”). Those Sections of the 1933 Act and 1934 Act provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual results to differ from projected results. Other than statements of historical fact, all statements in this Report and, in particular, any projections of or statements as to our expectations or beliefs concerning our future financial performance or financial condition or as to trends in our business or in our markets, are forward-looking statements. Forward-looking statements often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Our actual financial performance in future periods may differ significantly from the currently expected financial performance set forth in the forward-looking statements contained in this Report. The sections below entitled “Factors That Can Affect our Financial Position and Operating Results” and “Risks and Uncertainties That Could Affect our Future Financial Performance” describe some, but not all, of the factors and the risks and uncertainties that could cause these differences, and readers of this Report are urged to read those sections of this Report in their entirety

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained in this Report, which speak only as of the date of this Report, or to make predictions about future performance based solely on historical financial performance. We also disclaim any obligation to update forward-looking statements contained in this Report or in our Annual Report on Form 10-K referred to above.


Collectors Universe Inc. (the “Company”) provides grading and authentication services to dealers and collectors of high-end collectible coins, sportscards, stamps, sports and entertainment memorabilia, and autographs that we believe add value to those collectibles by enhancing their marketability and, thereby, providing increased liquidity to the dealers and collectors that own and buy and sell such collectibles.

We principally generate revenues from the fees paid by dealers and collectors for our authentication and grading services. To a much lesser extent, we generate revenues from the sale of advertising on our websites; the sale of printed publications and collectibles price guides and advertising in such publications; and the sale of historical data and information about the collectibles graded and authenticated by us that we believe facilitates commerce in those collectibles.

On July 14, 2005, the Company purchased substantially all the assets of CoinFacts.com, which operates an internet website on which it publishes detailed proprietary information and history on U.S. Coins. On September 2, 2005, the Company acquired the common stock of Certified Coin Exchange (“CCE”), which operates a subscription-based dealer-to-dealer internet bid-ask market for third-party certified coins. The respective operating results of Coinfacts.com and CCE have been consolidated into our operating results from the respective dates of their acquisition. In connection with our acquisition of CCE, we also acquired a related company (“CTP”). We intend to and are in the process of selling CTP and, as a result, the assets of CTP have been classified as held for sale and its results of operations are classified as part of the loss from discontinued operations for the three months ended September 30, 2005.

During the period from 1999 through the latter part of fiscal 2004, we also were engaged in the business of marketing and selling collectible coins, sportscards and sports entertainment and historical memorabilia. Most of those sales were made at multi-venue auctions that were conducted by our collectibles sales divisions. We also sold collectible coins, at retail, by direct sales methods.

 


18


At the authorization of our Board of Directors, in December 2003 we adopted a plan to focus our financial and managerial resources and collectibles expertise on the operation and growth of our authentication and grading and other collectibles service businesses, and to divest our collectibles auctions and direct sales businesses.

Pursuant to that plan, during fiscal 2004 we sold our collectibles auction businesses and terminated our direct sales collectible coins business. However, we retained the collectibles inventories and the outstanding accounts receivables of those businesses, substantially all of which had been liquidated by September 30, 2005.

In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 144, the assets and related liabilities of the collectible sales businesses and CTP have been classified as held for sale and their related operating results have been classified as discontinued operations.

As a result of our divestiture of our collectibles auctions and sales businesses, the discussion that follows focuses almost entirely on our authentication and grading businesses, which comprise substantially all of our continuing operations.


Factors that Can Affect our Revenues and Cash Flows. The provision of authentication and grading and other value-added services provides relatively stable and predictable cash flows, as the fees for most of the grading submissions we receive are prepaid. In the three months ended September 30, 2005 and 2004, respectively, we generated cash of $1,935,000, and $2,405,000, respectively, from the operating activities of our continuing businesses.

During the three months ended September 30, 2005, we generated cash of $173,000 from the sales of our collectibles sales businesses and the liquidation of the inventories and accounts receivable of those businesses that were not included in those sales. In addition, we increased our assets held for sale by $501,000 as a result of an acquisition of CTP, which the Company purchased as part of the CCE transaction, but which the Company intends to, and is in the process of selling. As a result, at September 30, 2005, the remaining assets of those businesses, which we are in the process of liquidating, totaled approximately $737,000, as compared to $411,000 at June 30, 2005.

Factors Affecting our Gross Profit Margins. The gross profit margins on authentication and grading submissions are primarily affected by the mix of collectibles submitted to us for grading (i) between coins and sportscards and (ii) between vintage or “classic” coins and sportscards, on the one hand, and modern coins and sportscards, on the other hand. In addition, our fees for authentication and grading of coins and sportscards vary depending on the “turn-around” time requested by our customers, because we charge higher fees for faster service times. Since, as a general rule, customers request faster turn-around times for vintage or classic coins and sportscards than they do for modern submissions, the mix of submissions between vintage and modern collectibles also affects our profit margin.

Impact of Economic Conditions on Financial Performance. We generate substantially all of our revenues from the collectibles market. Accordingly, our operating results are affected by that market’s financial performance, which depends, to a great extent, on (i) discretionary consumer spending and, hence, on the availability of disposable income, (ii) on other economic conditions, including prevailing interest and inflation rates, which affect consumer confidence, and (iii) the performance and volatility of the precious metals and stock markets. These conditions primarily affect the volume of purchases and sales of collectibles which, in turn, affects the volume of authentication and grading submissions to us, because our services facilitate commerce in collectibles. Accordingly, factors such as improving economic conditions which usually result in increases in disposable income and consumer confidence, and volatility in and declines in the prices of stocks and a weakening in the value of the U.S. Dollar, which lead investors to increase their purchases of precious metals, such as gold bullion and other coins, and other collectibles, usually result in increases in submissions of collectibles for our services. By contrast, the volume of collectibles sales and purchases and, therefore, the volume of authentication and grading submissions, usually decline during periods characterized by recessionary economic conditions and by declines in disposable income and consumer confidence or by increasing stock prices and relative stability in the stock markets.

 


19


The following table provides information regarding the respective numbers of coins, sportscards, autographs, stamps and currency that were graded or authenticated by us in the quarters ended September 30, 2005 and 2004 and their estimated values, which are the amounts at which those coins, sportscards and stamps were insured by the dealers and collectors who submitted them to us for grading and authentication.

   
Units Processed
Three Months Ended September 30,
 
Declared Value (000)
Three Months Ended September 30,
 
   
2005
 
2004
 
2005
 
2004
 
Coins
   
395,000
   
53
%
 
371,000
   
56
%
$
352,707
   
89
%
$
301,155
   
91
%
Sportscards
   
283,000
   
38
%
 
265,000
   
40
%
 
17,246
   
5
%
 
16,925
   
5
%
Autographs
   
55,000
   
7
%
 
22,000
   
3
%
 
3,188
   
1
%
 
9,767
   
3
%
Stamps
   
9,000
   
1
%
 
5,000
   
1
%
 
5,169
   
1
%
 
4,731
   
1
%
Currency
   
9,000
   
1
%
 
-
   
-
   
16,009
   
4
%
 
-
   
-
 
Total
   
751,000
   
100
%
 
663,000
   
100
%
$
394,319
   
100
%
$
332,578
   
100
%


General. In accordance with accounting principles generally accepted in the United States of America (“GAAP”), we record our assets at the lower of cost or fair value. In determining the fair value of certain of our assets, principally inventories, we must make judgments, and estimates and assumptions, regarding circumstances or trends that could affect the value of those assets, such as economic conditions or trends in those conditions that could impact our ability to realize the value of our inventories in future periods. Those judgments, estimates, and assumptions are made based on current information available to us at that time. Many of those conditions, trends and circumstances, however, are outside of our control and, if changes were to occur in the events, trends or other or circumstances on which are judgments or estimates were based, or unanticipated events were to occur, we may be required under GAAP to adjust our earlier estimates that are affected by those changes. Changes in such estimates may require that we reduce the carrying value of the affected assets on our balance sheet (which are commonly referred to as “write-downs” of the assets involved).

It is our practice to establish reserves or allowances to record such downward adjustments or “write-downs” in the carrying value of assets such as accounts receivable and inventory. Such write-downs are recorded as charges to income or increases in expense in our statement of operations in the periods when those reserves or allowances are established or increased to take account of changed conditions or events. As a result, our judgments, estimates and assumptions about future events and changes in the conditions, events or trends upon which those estimates and judgments were made, can and will affect not only the amounts at which we record such assets on our balance sheet, but also our results of operations.

The decisions as to the timing of adjustments or write-downs of this nature also require subjective evaluations or assessments about the effects and duration of events or changes in circumstances. For example, it is difficult to predict whether events, such as occurred on September 11, 2001 or increases in interest rates or economic slowdowns, will have short or longer term consequences for our business, and it is not uncommon for it to take some time after the occurrence of an event or the onset of changes in economic circumstances for the full effects of such events or changes to be recognized. Therefore, management makes such estimates based upon the information available at that time and reevaluates and adjusts its reserves and allowances for potential write-downs on a quarterly basis.

Under GAAP, businesses also must make estimates or judgments regarding the periods during which, and also regarding the amounts at which, sales are recorded. Those estimates and judgments will depend on a number of factors, including whether customers are granted rights to return the products or reject or adjust the payment for the services provided to them (return rights).

In making our estimates and assumptions, we follow GAAP in order to enable us to make fair and consistent estimates of the fair value of assets and to establish adequate reserves or allowances for possible write-downs in the carrying values of our assets.

 


20


In addition, from time to time, the Company is required to account for certain one-time transactions in accordance with GAAP. For example, we acquired certain businesses in the three months ended September 30, 2005 and, in accordance with GAAP, we applied the purchase method of accounting to such transactions. The purchase method of accounting allocates the amount paid for an acquisition over the fair value of the assets and liabilities acquired, and measures the excess of the purchase price over the fair value as goodwill. Goodwill is evaluated at least annually for impairment, or more frequently, if the acquirer believes that the goodwill has been impaired due to changing facts and circumstances. Other intangible assets that are separable from goodwill and have definite lives are subject to amortization over their remaining useful lives. Indefinite-lived intangible assets are subject to on-going evaluation for impairment.

Set forth below is a summary of the accounting policies that we believe are material to an understanding of our financial condition and results of operations.

Revenue Recognition Policies. We record revenue at the time of shipment of the graded collectible to the customer. Our authentication and grading customers generally prepay our authentication and grading fees when they submit their collectible items to us for authentication and grading. We record those prepayments as deferred revenue until their graded collectibles are shipped back to them. At that time, we record the revenues from the authentication and grading services we have performed for the customer and deduct this amount from deferred revenue. For certain dealers to whom we extend open account privileges, we record revenue at the time of shipment of the graded collectible to the dealer.

Accounts Receivable and the Allowance for Doubtful Accounts. In the normal course of business, we extend payment terms to many of the larger, more creditworthy collectibles dealers who submit collectibles to us for grading and authentication on a recurring basis. We regularly review their accounts, estimate the amount of, and establish an allowance for, uncollectible amounts in each quarterly period. The amount of that allowance is based on several factors, including the age and extent of significant past due accounts, and known conditions or trends that may affect the ability of account debtors to pay their accounts receivable balances. Estimates of uncollectible amounts are reviewed each quarter and, based on that review, are revised to reflect changed circumstances or conditions in the quarterly period they become known. For example, if the financial condition of certain dealers or economic conditions were to deteriorate, adversely affecting their ability to make payments on their accounts, increases in the allowance may be required. Since the allowance is created by recording a charge against income that is reflected in general and administrative expenses, an increase in the allowance will cause a decline in our operating results in the period when the increase is recorded.

Inventory Valuation Reserve. Our collectibles inventories are valued at the lower of cost or market and have been reduced by an inventory valuation allowance to provide for declines in the value of those inventories. The amount of the allowance is determined on the basis of market knowledge, historical experience and estimates concerning future economic conditions that may impact the sale value of the collectibles inventories. Additionally, due to the relative uniqueness of some of the collectibles included in our collectibles inventory, valuation of such collectibles often involves judgments that are more subjective than more standards products sold by other businesses.

If there were to be an economic downturn or there were to occur other events or circumstances that are likely to make it more difficult to sell, or that would lead us to reduce the sales prices of those collectibles, it may become necessary to increase the allowance. Increases in this allowance will cause a decline in operating results, as such increases are recorded by charges against income.

Grading Warranty Costs. We offer a warranty covering the coins, sportscards, stamps and currency we authenticate and grade. Under the warranty, if any collectible that was previously graded by us is later submitted to us for re-grading and either (i) receives a lower grade upon that resubmittal or (ii) is determined not to have been authentic, we will offer to purchase the collectible or pay the difference in value of the item at its original grade as compared with its lower grade. However, this warranty is voided if the collectible, upon resubmittal to us, is not in the same tamper resistant holder in which it was placed at the time we last graded it. We accrue for estimated warranty costs based on historical trends and related experience. To date our reserves have proved to be adequate. However, if warranty claims were to increase in relation to historical trends and experience, we would be required to

 


21


increase our warranty reserves and incur additional charges that would adversely affect our results of operations in those periods during which the warranty reserve is increased.

Long-Lived Assets. Management regularly reviews property and equipment and other long-lived assets, including certain identifiable intangibles and goodwill, for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable in full. If there is indication of impairment of property and equipment or amortizable intangible assets, then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of that asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated at the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. The Company does not believe there were any impairment of its long-lived assets as of September 30, 2005. There can be no assurance, however, that there will be no impairment of the Company’s long-lived assets in the future.
 
Stock-Based Compensation. Effective July 1, 2005, the Company recognizes compensation costs based on the fair value recognition provision of SFAS 123(R), using the Black-Scholes option-pricing method. Under such method, assumptions are made for the expected lives of the options granted, the expected volatility of the Company’s stock and the risk-free interest rate at the date of grant. In addition, under SFAS 123(R), we estimate forfeitures such that the expense recognized is stated net of such estimated forfeitures. Compensation cost is recognized over the vesting period of such options using the straight-line attribution method.


The following table sets forth certain financial data, expressed as a percentage of net revenues, derived from our statements of operations for the respective periods indicated below:

   
Three Months Ended September 30,
 
   
2005
 
2004
 
Net revenues 
   
100.0
%
 
100.0
%
Cost of revenues 
   
37.6
%
 
34.5
%
Gross profit 
   
62.4
%
 
65.5
%
Operating expenses:
             
Selling and marketing expenses 
   
12.3
%
 
11.7
%
General and administrative expenses 
   
35.6
%
 
27.9
%
Stock-based compensation 
   
1.5
%
 
-
 
Total operating expenses 
   
49.4
%
 
39.6
%
Operating income 
   
13.0
%
 
25.9
%
Interest income, net 
   
6.1
%
 
0.8
%
Other expenses 
   
0.1
%
 
-
 
Income before provision for income taxes 
   
19.2
%
 
26.7
%
Provision for income taxes 
   
(8.1
%)
 
(10.7
%)
Income from continuing operations after income taxes 
   
11.1
%
 
16.0
%
Loss from discontinued operations, net of gain on
sales of discontinued businesses (net of income taxes)
   
(0.1
%)
 
(0.8
%)
Net income 
   
11.0
%
 
15.2
%


 


22


Net Revenues

Grading and authentication fees consist primarily of fees generated from the authentication and grading of high-value coins, sportscards, autographs, stamps and currency and to a lesser extent revenues from the publication of collectibles magazines, the sale of advertising for placement on our websites and in our magazines, and from subscription-based revenues. Net revenues are determined net of discounts and allowances.
 
The following tables set forth information regarding the net revenues attributable to the authentication and grading of coins, sportscards and other collectibles (principally autographs and stamps), respectively, in the three months ended September 30, 2005 and 2004:
 

   
 
Three Months Ended September 30,
 
Percentage
Increase
 
   
2005
 
2004
 
2005 over 2004
 
   
 
Amount
 
% of Revenues
 
 
Amount
 
% of Revenues
     
Net Revenues:
                               
Coins
 
$
5,753
   
65.2
%
$
5,608
   
68.4
%
 
2.6
%
Sportscards
   
2,106
   
23.9
%
 
2,047
   
25.0
%
 
2.9
%
Other collectibles
   
966
   
10.9
%
 
540
   
6.6
%
 
78.9
%
Net revenues
 
$
8,825
   
100.0
%
$
8,195
   
100.0
%
 
7.7
%

The $630,000 (7.7%) increase in revenues for the three months ended September 30, 2005, compared to the corresponding period of the prior year, reflects a 13% increase in the total number of units graded and authenticated, compared to the corresponding period of the prior year. The number of coins graded and authenticated increased by 6%, compared to the corresponding period of the prior year, while coin revenues increased by 3%, as a result of modern coins representing a higher proportion of units graded than in the corresponding period of the prior year. For other collectibles, the number of units graded and authenticated increased by 170%, while other collectibles revenues increased by 79%. For sportscards, the number of units increased by 7%, while sportscard revenues increased by 3%. We believe the slowing in the rate of growth in coin revenues reflects lower revenues earned by the Company from one of its larger customers due to a serious medical problem. The Company earned approximately 10% from such customer in the three months ended September 30, 2004, compared with approximately 4% in the three months ended September 30, 2005. In addition, we have seen a minor slowdown in the coin market.
 
Gross Profit
 
Gross profit is calculated by subtracting the cost of revenues from net revenues. Cost of revenues for grading and authentication revenues, primarily consist of labor to grade and authenticate collectibles, production costs, credit cards fees, warranty expense and occupancy, security and insurance costs that directly relate to providing authentication and grading services. For other revenues, cost of revenue include printing and other direct costs. Gross profit margin is gross profit stated as a percent of net revenues.

Set forth below is information regarding our gross profits in the quarter ended September 30, 2005 and 2004.

   
 
Three Months Ended September 30,
 
   
2005
 
2004
 
   
 
Amount
 
% of Revenues
 
 
Amount
 
% of Revenues
 
Gross profit
 
$
5,509
   
62.4
%
$
5,369
   
65.5
%

The total gross profit margin earned in the three months ended September 30, 2005 was 62.4%, compared with 65.5% in the corresponding period of the prior year. The decline in the gross profit margin in the three months

 


23


ended September 30, 2005, primarily related to the change in the mix of collectibles authenticated and graded in the quarter and increases in direct costs for coins, consisting of grading and support personnel and security costs totaling approximately $240,000, compared to the corresponding period of the prior year.

Selling and Marketing Expenses

Selling and marketing expenses include advertising and promotions costs, trade-show related expenses, customer service personnel costs and third party consulting costs. Set forth below is information regarding our selling and marketing expenses in the three-month period ended September 30, 2005 and 2004.

   
Three Months Ended September 30,
 
   
2005
 
2004
 
Selling and marketing expenses
 
$
1,089,000
 
$
957,000
 
Percent of net revenues
   
12.3
%
 
11.7
%

The increase in the dollar amount of selling and marketing expenses in the three months ended September 30, 2005, compared to the same respective period of 2004, was primarily attributable to increases in trade-show related costs of approximately $85,000, attributable to our coin and other collectibles division, and increased sales and marketing and customer service personnel costs of approximately $50,000. Selling and marketing costs are generally higher in the first quarter of the year, because the number of large trade shows held in that fiscal quarter ordinarily exceeds the number held in any of the other fiscal quarters of the year.

General and Administrative Expenses

General and administrative (“G&A”) expenses are comprised primarily of compensation paid to general and administrative personnel, including executive management, finance and accounting and information technology personnel, and facilities management costs and other miscellaneous expenses.

   
Three Months Ended September 30,
 
   
2005
 
2004
 
General and administrative expense
 
$
3,145,000
 
$
2,287,000
 
Percent of net revenues
   
35.6
%
 
27.9
%

In dollar terms, the main components of the increase in G&A expenses in the three months ended September 30, 2005, compared to September 30, 2004, consisted primarily of (i) approximately $360,000 of expenses associated with the audit of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and annual financial statement audit for fiscal year 2005, as such costs are recognized as incurred; (ii) approximately $75,000 of increased finance and internal audit costs associated with supporting the increased compliance of Sarbanes-Oxley Section 404 audit and the continued expansion of the Company’s business; (iii) increased costs incurred of $55,000 for upgrading and expansion of the Company’s internal systems to support the Company’s increased volume of business and entry into new markets; (iv) new business development costs of $136,000, as the Company evaluates and identifies new business opportunities; (v) non-cash costs of $83,000 in connection with the termination of a sublease at the Company’s corporate headquarters; and (vi) increased legal fees of $85,000, primarily in connection with a pending legal proceeding.

Stock-Based Compensation

   
Three Months Ended September 30,
 
   
2005 
 
2004
 
Stock-based compensation
 
$
132,000
 
$
-
 
Percent of net revenues
   
1.5
%
 
0
%


 


24


As discussed in note 1 to the Company’s condensed consolidated financial statements, effective July 1, 2005, the Company adopted SFAS 123(R) for share-based payments, which required the Company to recognize stock-based compensation of $132,000 for the three months ended September 30, 2005.

Stock-based compensation relates to the following:

Cost of revenues
 
$
56,000
 
Selling and marketing expenses
   
1,000
 
General and administrative expenses
   
75,000
 
   
$
132,000
 

Prior to the adoption of SFAS 123(R), we accounted for our stock option plans in accordance with the Accounting Principle Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense was recorded at the date of grant only if the quoted market price of the underlying stock on that date exceeded the exercise price of the options. However, we had provided pro forma net earnings and pro forma net earnings per share disclosures as if the fair value of all stock options as of the grant date were recognized as expense over the vesting period in accordance with SFAS 123 Accounting for Stock-Based Compensation.

The Company adopted SFAS 123(R) using the modified prospective method, whereby no prior periods are restated; rather the Company will continue to disclose prior period pro forma net earnings and net earnings per share in footnote disclosures.

We will continue to account for equity instruments issued to persons other than Company employees and directors (“non-employees”) in accordance with the provisions of SFAS No. 123 and Emerging Issues Task Force (“EITF”) Issue No. 96-18, Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services. All transactions in which goods or services are the consideration received for equity instruments issued to non-employees are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of any such equity instruments is the earliest to occur of (i) the date on which the third-party performance is complete, or (ii) the date on which it is probable that performance will occur, or (iii) if different, the date on which the compensation has been earned by the non-employee. However, no equity instruments were issued to non-employees for goods or services during fiscal 2005 and 2006.

The Company issues stock options to employees and outside directors whose only condition for vesting are continued employment or service during the related vesting period. Typically, the vesting period is four years for employee awards and six months for director awards, although there can be awards granted with immediate vesting.

The Company calculates stock-based compensation by estimating the fair value of each option granted using the Black-Scholes option pricing model using various assumptions as discussed in note 1 to the condensed consolidated financial statements. Compensation cost is recognized on a straight-line basis over the vesting period.

For the three months ended September 30, 2005, stock-based compensation comprised compensation costs attributable to such period for those options that were not fully vested upon adoption of SFAS 123(R) and compensation costs for options that were granted during the period, prorated from the date of grant to September 30, 2005, adjusted for estimated forfeitures in accordance with SFAS 123(R).

Such method of calculation of stock-based compensation is consistent with the method used to compute stock-based compensation under SFAS 123, except that under SFAS 123(R), we are required to estimate forfeitures, which we were not required to and did not estimate under SFAS 123. We have estimated forfeitures to be 4%, which reduced stock-based compensation cost by $5,000 in the three months ended September 30, 2005.

 


25


The total amount of compensation cost related to non-vested awards not yet recognized at September 30, 2005, was $1,673,000, and such amount will be recognized as compensation expense assuming the employees to whom the options were granted continue to be employed by the Company, as follows:

FY 2006
 
$
403,000
 
FY 2007
   
520,000
 
FY 2008
   
488,000
 
FY 2009
   
259,000
 
FY 2010
   
3,000
 
Total
 
$
1,673,000
 

However, such amounts do not include the cost of any additional options that may be granted in future periods nor any changes in the Company’s forfeiture percentage.

There were no modifications made to outstanding share options prior to the adoption of SFAS 123(R).

Interest Income, Net

   
Three Months Ended September 30,
 
   
2005
 
2004
 
Interest income, net
 
$
542,000
 
$
66,000
 
Percent of net revenues
   
6.1
%
 
0.8
%

Interest income is generated on cash balances that we invest primarily in highly liquid money market accounts, short-term bank certificates of deposit and commercial paper instruments. Interest income, net was $542,000 in the three months ended September 30, 2005, compared with $66,000 in the three months ended September 30, 2004. The increase in interest income in the three months ended September 30, 2005, compared to 2004, resulted primarily from increases in our cash and cash equivalent balances that were attributable to (i) the cash generated from the disposition of our collectibles sales businesses, (ii) the increases in income generated by our authentication and grading businesses, and (iii) the sale by us of 2,195,856 shares of our common stock in a public offering that we completed in the third quarter of fiscal 2005, which generated net proceeds to us of $35,657,000. Also contributing to the increase in interest income was an increase in the rates at which we earned interest on our cash and cash equivalent balances.

Income Tax Expense

   
Three Months Ended September 30,
 
   
2005
 
2004
 
Income tax expense
 
$
714,000
 
$
878,000
 

The income tax expense recorded in the three months ended September 30, 2005 and 2004 was calculated based on our expected combined federal and state effective income tax rate of approximately 42% for the three months ended September 30, 2005 and 40% for the three months ended September 30, 2004. The increase in the effective rate to 42% reflects increased permanent differences between the Company’s income for book purposes and for tax purposes due to the non-deductibility of compensation costs recognized on incentive stock options, in the three months ended September 30, 2005.


 


26


Discontinued Operations

   
Three Months Ended September 30,
 
   
2005
 
2004
 
Loss from discontinued operations, net of gain on sales of discontinued businesses (net of income taxes).
 
$
(12
)
$
(69
)

The net loss from discontinued operations in the three months ended September 30, 2005 includes the results of CTP from September 2, 2005, which was the date of acquisition through September 30, 2005 and the continued activities associated with the disposition of the assets (consisting primarily of inventories and accounts receivables) of the collectibles sales businesses that we sold. In the three months ended September 30, 2005, the Company recognized a pre-tax bad debt expense of $73,000 in connection with a note receivable of one of our discontinued businesses, that became uncollectible.


At September 30, 2005, we had cash and cash equivalents of $66,714,000, as compared to cash and cash equivalents of $65,439,000 at June 30, 2005. Contributing to that increase were (i) cash generated from operating income attributable to the increases in authentication and grading revenues, and (ii)  cash from collections of customer notes receivable.

Historically, we have relied on internally-generated funds, rather than borrowings, as our primary source of funds to support our grading operations. We expect our authentication and grading services to provide us with relatively predictable cash flows, largely because (i) in many instances our customers prepay for those services at the time they submit their collectibles to us for authentication and grading, and (ii) in the event of a decline in authentication and grading submissions, we can reduce certain of our variable costs to reduce the impact on our cash flows of such a decline.

During the three months ended September 30, 2005, our operating activities provided net cash of $1,935,000.

Net cash used in investing activities was $847,000 for the three months ended September 30, 2005 and consisted primarily of cash received from the net collections of customer notes receivables of $1,483,000 and collections from the sale of our discontinued businesses of $48,000, offset by capital expenditures of $99,000 and cash paid for acquisitions in the period of $2,279,000.

In the three months ended September 30, 2005, financing activities provided net cash of $14,000 from the exercise of stock options by employees.

We had the following outstanding obligations under operating leases, net of sublease income for years ending June 30:

2006 
 
$
1,092,000
 
2007 
   
1,164,000
 
2008 
   
1,150,000
 
2009 
   
1,157,000
 
2010 
   
414,000
 
   
$
4,977,000
 

With the exception of those obligations, we do not have any material financial obligations, such as long-term debt, capital lease, or purchase obligations. We continue to have an obligation to repay any future borrowings under CFC’s $7 million revolving line of credit; however, there were no borrowings outstanding under this line of credit at September 30, 2005.

 


27


We plan to use our cash resources to (i) expand existing and implement new marketing programs, (ii) introduce new services for our customers; (iii) acquire or start-up other high-value collectibles or high-value asset authentication and grading businesses, and (iv) fund working capital requirements, and for other corporate purposes. We also may seek borrowings, and we may issue additional shares of our stock, to finance acquisitions of additional authentication and grading businesses.

 
In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, Accounting Changes and Error Corrections. SFAS No. 154 replaces APB Opinion No. 20, Accounting Changes and FASB Statement No 3, Reporting Accounting Changes in Interim Financial Statements which required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS No. 154 will require retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We will adopt SFAS No. 154 for our fiscal year beginning July 1, 2006.


There are a number of risks and uncertainties that could affect our future operating results and financial condition and which could cause our future operating results to differ materially from those expected at this time. Those risks and uncertainties include, but are not limited to:
 
·  
changes in general economic conditions or changes in conditions in the collectibles markets in which we operate, such as a possible decline in the popularity of some high-value collectibles, either of which could reduce the volume of authentication and grading submissions and, therefore, the grading fees we generate;
 
·  
a lack of diversity in our sources of revenues and, more particularly, our dependence on collectible coin authentication and grading for a significant percentage of our total revenues, which makes us more vulnerable to adverse changes in economic conditions, including declines in the value of precious metals or recessionary conditions that could lead to reduced coin and other collectibles submissions that would, in turn, result in reductions in our revenues and income;
 
·  
our dependence on certain key executives and collectibles experts, the loss of the services of any of which could adversely affect our ability to obtain authentication and grading submissions and, therefore, could harm our operating results;
 
·  
the concentration of revenues from a small number of customers, the loss of any of which could result in a decline in our revenues and income;
 
·  
increased competition from other collectibles’ authentication and grading companies that could result in reductions in collectibles submissions to us or could require us to reduce the prices we charge for our services, either of which could result in reductions in our revenue and income;
 
·  
the risk that we will incur unanticipated liabilities under our authentication and grading warranties that would increase our operating expenses;
 
·  
The risk that new service offerings and business initiatives, such as autograph, stamp and paper currency grading services, and our recently inaugurated dealer financing program, will not gain market acceptance or will be unsuccessful and will, as a result, increase our operating expenses and reduce our overall profitability or cause us to incur losses;
 
 
28

 
·  
the risk that our strategy to exit the collectibles sales business and focus substantially all of our resources on our authentication and grading businesses will not be successful in enabling us to improve our profitability over the longer term or to grow our existing businesses or acquire or commence authentication and grading businesses outside our current markets;
 
·  
the risks involved in acquiring existing or commencing new authentication and grading businesses, including the risks that we will be unable to successfully integrate new businesses into our operations, that our new businesses may not gain market acceptance; that business expansion may result in a costly diversion of management time and resources from our existing businesses and increase our operating expenses, and that we will not achieve adequate returns on the investments we may make in acquiring other or establishing new businesses, any of which would harm our profitability or cause us to incur losses;
 
·  
the risks that we will encounter problems with or failures of our computer systems that would interrupt our services or result in loss of data that we need for our business; and
 
·  
the potential of increased government regulation of our businesses that could cause operating costs to increase.
 
Certain of these risks and uncertainties, as well as other risks, are more fully described above in this Section of this Report (entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations”), in the Section entitled “Factors That Could Affect Our Future Financial Performance” in our Annual Report on Form 10-K for our fiscal year ended June 30, 2005, as filed with the SEC under the Securities Exchange Act of 1934, as amended and in the Section entitled “Risk Factors” in the Prospectus dated February 16, 2005 that we filed with the SEC under the Securities Act of 1933, as amended.
 
Due to these and other possible uncertainties and risks, you are cautioned not to place undue reliance on the forward-looking statements contained in this Report, which speak only as of the date of this Report. We also disclaim any obligation to update forward-looking statements contained in this Report or in our 2005 Annual Report on Form 10-K or our Prospectus dated February 16, 2005.
 

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 and cash equivalent balances that we maintain, we are exposed to risk of changes in short-term interest rates. At September 30, 2005, we had $66,714,000 in cash and cash equivalents, primarily invested in high-grade commercial paper, money market funds and certificates of deposit. 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.


Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are designed to provide reasonable assurance that information required to be disclosed in our reports filed under that Act, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods specified in the rules of the Securities and Exchange Commission. Our disclosure controls and procedures also are designed to ensure that such information is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosures.

 


29


Our management, under the supervision and with the participation of our Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures in effect as of September 30, 2005. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2005, our disclosure controls and procedures were effective to provide reasonable assurance that material information, relating to the Company and its consolidated subsidiaries, required to be included in our Exchange Act reports, including this Quarterly Report on Form 10−Q, is made known to management, including the CEO and CFO, on a timely basis.

There were no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2005, that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

 


30


 
ITEM 1.     LEGAL PROCEEDINGS
 
Bill Miller v. Collectors Universe, Inc. As previously reported, the Company is a defendant in this legal action, which was brought in the Superior Court of California, County of Orange, by Bill Miller, a former employee of the Company, who was president of one of the Company’s collectibles sales businesses that was sold in 2004 and an expert in the authentication of autographs and memorabilia. The complaint alleges that the Company had issued authentication certificates bearing plaintiff’s name without his consent, in violation of a California statute prohibiting unauthorized appropriation of a person’s name, signature or likeness. The statute provides that a person whose name, signature or likeness has been misappropriated, in violation of the statute, is entitled to recover the greater of $750 or the actual damages suffered as a result of the unauthorized use, and any profits from that are attributable to that unauthorized use that are not taken into account in computing the actual damages. The Company denied plaintiff’s allegations and has asserted that plaintiff is not entitled, under the statute, to any recovery in excess of his actual damages and that, in any event, he had not suffered any damages as a result of the issuance of the certificates.
 
    On November 7, 2005, the jury made a finding of fact that the Company had issued 14,060 certificates bearing the plaintiff’s signature without his consent. The jury also found that the profit attributable to the Company’s use of those certificates was $14,060, or $1.00 per certificate, and that the Company must compensate plaintiff for that profit. However, despite the jury’s finding, the case is not yet concluded and no judgment has been entered, because the Judge in the action must still rule on the question of whether the California statute entitles plaintiff to recover amounts in excess of the $14,060 in profits. Plaintiff’s counsel has taken the position that his client is entitled to recover damages in excess of $10 million based on the assertion that the statute entitles plaintiff to $750 for each certificate issued without plaintiff’s consent. The Company, on the other hand, has asserted that, under the statute, its liability is limited to amounts approximating the $14,060 in profits awarded by the jury and the Company believes that it will not incur any material liability to plaintiff in this action. However, there is little interpretive history with respect to the statute, creating a number of relatively novel legal issues. As a result, it is not possible to predict, with certainty, how the Judge will ultimately rule on the issue of damages.
 
ITEM 6.     EXHIBITS


(a)
Exhibits
 
     
 
Exhibit 31.1
Certification of Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
     
 
Exhibit 31.2
Certification of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
     
 
Exhibit 32.1
Chief Executive Officer Certification Under Section 906 of the Sarbanes-Oxley Act of 2002
     
 
Exhibit 32.2
Chief Financial Officer Certification Under Section 906 of the Sarbanes-Oxley Act of 2002




 


31







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 9, 2005
 
/s/ MICHAEL R. HAYNES
   
Michael R. Haynes
   
Chief Executive Officer



   
COLLECTORS UNIVERSE, INC.
     
Date: November 9, 2005
 
/s/ JOSEPH J. WALLACE
   
Joseph J. Wallace
   
Chief Financial Officer




































S-1







Number
Description
   
Exhibit 31.1
Certification of Chief Executive Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
   
Exhibit 31.2
Certification of Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002
   
Exhibit 32.1
Chief Executive Officer Certification Under Section 906 of the Sarbanes-Oxley Act of 2002
   
Exhibit 32.2
Chief Financial Officer Certification Under Section 906 of the Sarbanes-Oxley Act of 2002
   







































E-1