Collectors Universe, Inc.
COLLECTORS UNIVERSE INC (Form: 10-Q, Received: 02/09/2010 16:05:21)
 
 

 


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 December 31, 2009
   
 
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 1-34240
 
 
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
 
Not Applicable
(Former name, former address and former fiscal year, if changed, since last year)

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   ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES o    NO o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a “smaller reporting company”.  See definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company x
Indicate by check mark whether the Registrant is a shell company (as defined in Securities Exchange Act Rule 12b-2).
YES   o    NO   x
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
 
Class
 
Outstanding as of February 5, 2010
 
Common Stock $.001 Par Value
 
7,683,443
       




QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2009

TABLE OF CONTENTS

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EXHIBITS
   
     
 
     
 
     
 
     
 
     


 

 

PART 1 – FINANCIAL INFORMATION
ITEM 1.                                    FINANCIAL STATEMENTS
COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
(In Thousands, except per share data)
(unaudited)
   
December 31,
   
June 30,
 
ASSETS
 
2009
   
2009
 
Current assets:
           
Cash and cash equivalents
  $ 18,696     $ 23,870  
Accounts receivable, net of allowance of $85 at December 31, 2009 and $63 at June 30, 2009
    1,237       1,252  
Inventories, net
    540       497  
Prepaid expenses and other current assets
    907       868  
Refundable income taxes
    248       -  
Customer notes receivable
    -       2,340  
Notes receivable from sale of net assets of discontinued operations
    142       212  
Current assets of discontinued operations
    37       102  
Total current assets
    21,807       29,141  
                 
Property and equipment, net
    1,094       1,174  
Goodwill
    2,826       2,626  
Intangible assets, net
    2,413       2,776  
Notes receivable from sale of net assets of discontinued operations
    212       300  
Other assets
    267       74  
Non-current assets of discontinued operations
    182       182  
    $ 28,801     $ 36,273  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 998     $ 1,051  
Accrued liabilities
    1,355       1,344  
Accrued compensation and benefits
    1,201       1,341  
Income taxes payable
    172       252  
Net deferred income tax liability
    71       60  
Deferred revenue
    2,196       1,883  
Current liabilities of discontinued operations
    1,541       1,827  
Total current liabilities
    7,534       7,758  
                 
Deferred rent
    275       220  
Net deferred income tax liability
    197       208  
Non-current liabilities of discontinued operations
    3,460       3,308  
Commitments and contingencies
               
                 
Stockholders’ equity:
               
Preferred stock, $.001 par value; 3,000 shares authorized, none issued or outstanding
    -       -  
Common stock, $.001 par value; 20,000 shares authorized; 7,683 and 9,158 issued and outstanding at December 31, 2009
   and at June 30, 2009, respectively.
      8         9  
Additional paid-in capital
    67,542       75,957  
Accumulated deficit
    (50,215 )     (51,187 )
Total stockholders’ equity
    17,335       24,779  
    $ 28,801     $ 36,273  
See accompanying notes to condensed consolidated financial statements.

 
1

 

(In Thousands, except per share data)
(unaudited)



   
Three Months Ended
December 31,
   
Six Months Ended
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Net revenues
  $ 8,883     $ 7,802     $ 18,181     $ 16,845  
Cost of revenues
    3,633       4,027       7,372       8,153  
Gross profit
    5,250       3,775       10,809       8,692  
Selling and marketing expenses
    1,141       994       2,336       2,242  
General and administrative expenses
    2,644       3,200       5,212       6,536  
Operating income (loss)
    1,465       (419 )     3,261       (86 )
Interest and other income, net
    12       77       52       213  
Income (loss) before provision for income taxes
    1,477       (342 )     3,313       127  
Provision (benefit) for income taxes
    (202 )     1,210       (75 )     1,210  
Income (loss) from continuing operations
    1,679       (1,552 )     3,388       (1,083 )
Loss from discontinued operations, net of loss on sales of discontinued businesses,
    net of income taxes
    (508 )     (9,373 )     (561 )     (11,139 )
Net income (loss)
  $ 1,171     $ (10,925 )   $ 2,827     $ (12,222 )
                                 
Net income (loss) per basic share:
                               
    Income (loss) from continuing operations
  $ 0.23     $ (0.17 )   $ 0.45     $ (0.12 )
    Loss from discontinued operations
    (0.07 )     (1.03 )     (0.07 )     (1.22 )
Net income (loss)
  $ 0.16     $ (1.20 )   $ 0.38     $ (1.34 )
                                 
Net income (loss) per diluted share:
                               
Income (loss) from continuing operations
  $ 0.22     $ (0.17 )   $ 0.45     $ (0.12 )
Loss from discontinued operations
    (0.07 )     (1.03 )     (0.08 )     (1.22 )
Net income (loss)
  $ 0.15     $ (1.20 )   $ 0.37     $ (1.34 )
                                 
Weighted average shares outstanding:
                               
Basic
    7,404       9,079       7,478       9,113  
Diluted
    7,555       9,079       7,592       9,113  
Dividends declared per common share
  $ 0.25     $ -     $ 0.25     $ 0.23  

See accompanying notes to condensed consolidated financial statements.

 
2

 

COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES
(In Thousands)
(unaudited)
   
Six Months Ended
December 31,
 
   
2009
   
2008
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income (loss)
  $ 2,827     $ (12,222 )
Discontinued operations
    561       11,139  
Income (loss) from continuing operations
    3,388       (1,083 )
Adjustments to reconcile income (loss) from continuing operations to net cash
provided by operating activities:
               
Depreciation and amortization expense
    580       654  
Stock-based compensation expense
    495       525  
Provision for bad debts
    14       (4 )
Provision for inventory write-down
    7       169  
Provision for warranty
    288       250  
Interest on notes receivable
    (9 )     -  
Deferred income taxes
    -       1,204  
Gain on sale of customer notes
    -       (10 )
Change in operating assets and liabilities:
               
Accounts receivable
    (7 )     38  
Inventories
    (50 )     1  
Prepaid expenses and other
    (40 )     (284 )
Refundable income taxes
    (248 )     -  
Other assets
    (143 )     4  
Accounts payable and accrued liabilities
    (533 )     (575 )
Accrued compensation and benefits
    (140 )     (126 )
Income taxes payable
    (80 )     (18 )
Deferred revenue
    313       32  
Deferred rent
    56       (58 )
Net cash provided by operating activities of continuing operations
    3,891       719  
Net cash used in operating activities of discontinued businesses
    (629 )     (4,033 )
Net cash provided by (used in) operating activities
    3,262       (3,314 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Capital expenditures
    (137 )     (69 )
Advances on customer notes receivable
    -       (2,446 )
Proceeds from collection of customer notes receivable
    2,348       4,706  
Capitalized software
    -       (249 )
Cash received from sale of net assets of discontinued operations
    117       46  
Net cash provided by investing activities
    2,328       1,988  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from exercise of stock options
    -       1  
Repurchase of common stock under “Dutch Auction” tender
    (8,911 )     -  
Dividends paid to common stockholders
    (1,853 )     (2,090 )
Proceeds from sale of common stock, net
    -       161  
Payments for retirement of common stock
    -       (484 )
Net cash used in financing activities
    (10,764 )     (2,412 )
                 
Net decrease in cash and cash equivalents
    (5,174 )     (3,738 )
Cash and cash equivalents at beginning of period
    23,870       23,345  
Cash and cash equivalents at end of period
  $ 18,696     $ 19,607  
                 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
               
Interest paid
  $ 5     $ 2  
Income taxes paid
  $ 252     $ 8  
See accompanying notes to condensed consolidated financial statements.

 
3

 

COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES

1.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements include the accounts of Collectors Universe, Inc. and its subsidiaries (the “Company” “we”, “us”, “our”).  At December 31, 2009, such subsidiaries were Collectors Finance Corporation (“CFC”), Certified Asset Exchange, Inc. (“CAE”) and Expos Unlimited, Inc. (“Expos”), all of which are 100% owned by Collectors Universe, Inc.  All intercompany transactions and accounts have been eliminated.

We have evaluated subsequent events through February 9, 2010; the date of issuance of these Condensed Consolidated Financial Statements.

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, Condensed Consolidated Statements of Operations, and Condensed Consolidated Statements of Cash Flows for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  Operating results for the three and six months ended December 31, 2009 are not necessarily indicative of the results that may be expected for the year ending June 30, 2010 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, 2009, as filed with the SEC.  Amounts related to disclosure of June 30, 2009 balances within these interim condensed consolidated financial statements were derived from the aforementioned audited consolidated financial statements and notes thereto included in that Annual Report on Form 10-K.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.  During fiscal year 2009, we classified our paper currency, diamond and colored gemstone grading and our Gemprint businesses as discontinued operations, and, accordingly, all prior periods presented in the Condensed Consolidated Financial Statements have been restated to reflect the results of operations, loss per share, cash flows and financial position of those businesses as discontinued operations (see note 7).

Revenue Recognition

Net revenues consist primarily of fees generated from the authentication and grading of coins, trading cards, autographs, and stamps, net of any taxes collected.  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.  With respect to our Expos trade show business, we recognize revenue generated by the promotion, management and operation of collectibles conventions and trade shows in the periods in which the shows take place.

 
4

 
A portion of our net revenues are comprised of subscription fees paid by customers for a membership in our Collectors Club.  Those memberships entitle members access to our on-line and printed publications, and sometimes also to vouchers for free grading services.  We record revenue for this multi-element service arrangement , by recognizing approximately 60% of the subscription fee in the month following the membership purchase, on the basis that Collectors Club members typically utilize their vouchers for free grading services within 30 days of subscribing for memberships.  The balance of the membership fee is recognized as revenue over the life of the membership, which can range from one to two years.  We evaluate, at least semi-annually, the relative fair values of the deliverables and the percentage factors used to allocate the membership fee between the grading and the publication services provided under this membership service.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that can 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 from continuing operations could differ from results expected on the basis of those estimates, and such differences could be material to our future results of operations and financial condition.  Examples of such estimates that could be material include determinations made with respect to the capitalization and recovery of software development costs, the valuation of stock-based compensation awards and the timing of the related stock-based compensation expense, the amount of goodwill and the existence or non-existence of goodwill impairments, warranty reserves, the provisions or benefits for income taxes and related valuation allowance against deferred tax assets, and adjustments to the fair value of remaining lease obligations for our former jewelry businesses.  Each of these estimates is discussed in more detail in the notes to these Condensed Consolidated Financial Statements, in the Critical Accounting Policies and Estimates section of Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained elsewhere in this Report or in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

Goodwill and Other Long-Lived Assets

In accordance with GAAP, we are required to evaluate the carrying value of goodwill and indefinite-lived intangible assets at least annually, or more frequently if facts and circumstances indicate that impairment has occurred. We are also required to evaluate the carrying values of all other tangible and intangible assets for impairment as circumstances arise in which the carrying values of these assets may not be recoverable on the basis of future undiscounted cash flows. During the six months ended December 31, 2009, we paid $200,000 for the earn-out payment pursuant to the July 2006 Membership Interest Purchase Agreement between the Company and the sellers of our Expos Unlimited, Inc. subsidiary, and this represented the full and final settlement.  This amount was recorded as additional goodwill on the Condensed Consolidated Balance Sheets as of December 31, 2009 and allocated to the Expos reporting unit.

Stock-Based Compensation Expense

Stock-based compensation cost is measured at the grant date of an award, based on its fair value, and is recognized as expense over the employee or non-employee director’s requisite service period, which is generally the vesting period.  However, if the vesting of a stock-based compensation award is subject to satisfaction of a performance requirement or condition, the stock-based compensation expense is recognized if, and when, it is determined that vesting of the award has become probable.  In the event that stock-based compensation is recognized on the basis that the performance condition is probable, and it is subsequently determined that the performance condition is not met, then all expense previously recognized with respect to the performance condition would be reversed.

 
5

The following table shows total stock-based compensation expense included as part of continuing and discontinued operations in the Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2009 and 2008:

 
   
Three Months Ended
December 31,
(In Thousands)
   
Six Months Ended
December 31,
(In Thousands)
 
Included in :
 
2009
   
2008
   
2009
   
2008
 
Cost of revenues
  $ -     $ 83     $ -     $ 152  
General and administrative expenses
    330       178       495       373  
Continuing operations
    330       261       495       525  
Discontinued operations
    -       7       -       21  
    $ 330     $ 268     $ 495     $ 546  

No stock options were granted during the three and six months ended December 31, 2009 and 2008.  The following table presents information relative to the stock options outstanding under all equity incentive plans as of December 31, 2009 and stock option activity during the six months ended December 31, 2009.  The closing prices of our common stock as of December 31, 2009 and June 30, 2009 were $9. 35   and $4.88, respectively.
 

   
 
 
 
Shares
   
Weighted Average Exercise Price
   
Weighted Average Remaining Contractual Term
   
 
Aggregate Intrinsic
Value
 
Options:
 
(In Thousands)
         
(yrs.)
   
(In Thousands)
 
Outstanding at June 30, 2009
    585     $ 11.61       4.6     $ 115  
Forfeited or cancelled
    (55 )   $ 17.12       -       -  
Outstanding at December 31, 2009
    530     $ 11.05       4.2     $ 623  
Exercisable at December 31, 2009
    522     $ 11.01       4.2     $ 623  
Unvested at December 31, 2009
    8     $ 13.02       7.4     $ -  
Expect to vest at December 31, 2009
    8     $ 13.02       7.4     $ -  

100 options were exercised during the six months ended December 31, 2009, and 138 options were exercised during the six months ended December 31, 2008.

The 8,000 options that were expected to vest at December 31, 2009 are based on the current forfeiture rate of 5% and the remaining vesting terms of the 8,000 unvested options at December 31, 2009.
 
          During the six months ended December 31, 2009 and 2008, approximately 5,500 and 50,900 options were vested, respectively, with aggregate fair values of approximately $27,500 and $352,000, respectively.

Restricted Stock Awards

On June 1, 2009, the Compensation Committee of the Board of Directors approved a management stock incentive compensation program for the fiscal year ending June 30, 2010 (the “2010 Stock Incentive Program”), in lieu of a cash incentive program, for the Company’s three executive officers, Michael J. McConnell, its CEO, David G. Hall, its President, and Joseph J. Wallace, its CFO (the “Participants”).  Under the terms of that Program, on July 31, 2009, the three Participants were awarded the following number of restricted shares that were reserved for future issuance under the Company’s 2006 Equity Incentive Plan that was approved by the Company’s stockholders:  Mr. McConnell – 101,034 shares; Mr. Hall – 101,034 shares; and Mr. Wallace – 50,517 shares.  Retention by the Participants of their restricted shares is subject to satisfaction of certain vesting requirements and, if a vesting requirement that applies to any of the shares is not satisfied, those shares will be forfeited and cancelled.  Those vesting requirements of the 2010 Stock Incentive Program are as follows:
 

 
6

 

(1)            Performance-Based Vesting Requirement .  The vesting of seventy-five (75%) of the restricted shares awarded to each officer will be contingent on the Company’s achievement of a financial performance goal for fiscal 2010.  If that goal is not achieved, all of those shares will be forfeited and cancelled.  On the other hand, if the Company achieves that financial performance goal, then (i) one-third of the shares will vest when it is determined that the performance goal was achieved, provided that the officer is still in the Company’s service at the end of fiscal 2010, (ii) another one-third of those shares will vest on June 30, 2011, provided the officer is still in the Company’s service at that time, and (iii) the final one-third of those shares will vest on June 30, 2012, provided the officer is still in the Company’s service at that time, subject to acceleration of such vesting if a officer’s service with the Company is terminated without cause.
 
(2)            Time-Based Vesting Requirement.   The vesting of the other 25% of the restricted shares awarded to each officer will be contingent on the continued service of the officer to July 31, 2010, except for the 25% of the restricted shares awarded to Mr. Wallace, the Company’s CFO, which became vested on the date of grant.
 
Management determined the fair value of the 252,585 shares of restricted stock to be an aggregate amount of $1,028,000, based on the July 31, 2009 closing price of the Company’s common stock of $4.07, of which $257,000 relates to time-based vesting and $771,000 relates to performance-based vesting.  The Company began recording stock-based compensation expense for the time-based vesting shares over the requisite service period through July 31, 2010 or immediately for those grants that vested on the grant date. The $771,000 associated with the performance-based vesting is recorded as expense if, and when, it is determined that it is probable that the Company will achieve the fiscal 2010 financial performance goal.  As of September 30, 2009, achieving the performance condition for the full year 2010 was not determined to be probable; as a result, no performance related stock-based compensation expense was recorded during the three months ended September 30, 2009.  As of December 31, 2009, achieving the performance condition for the full fiscal year 2010 was determined to be probable based upon financial results achieved as of that date and the expected results for the remainder of fiscal 2010; and, as a result, the Company recognized stock-based compensation expense of $209,000 in the three and six months ended December 31, 2009, representing a portion of the $771,000 for the period July 31, 2009 to December 31, 2009.  In the event that the financial performance for fiscal 2010 is achieved, approximately $461,000 of expense (which is inclusive of the $209,000 recognized through December 31, 2009) would be allocated to fiscal year 2010 as stock-based compensation expense, and the balance of approximately $310,000 would be allocated to fiscal years 2011 and 2012.

The following table presents the non-vested status of the restricted shares for the six months ended December 31, 2009 and the weighted average grant-date fair values.

 
 
 
Non-Vested Shares:
 
 
(In Thousands)
Shares
   
Weighted
Average
Grant-Date
Fair Values
 
Non-vested at June 30, 2009
    43     $ 3.80  
Granted (1)
    275       4.50  
Vested
    (53 )     3.33  
Non-vested at December 31, 2009
    265     $ 4.62  

(1)  Includes the 252,585 restricted shares awarded to the Company’s three executive officers on July 31, 2010 pursuant to the above-described 2010 Stock Incentive Program.

 
7

 

The following table sets forth total unrecognized compensation cost in the amount of $925,000 related to non-vested stock-based awards expected to be recognized through fiscal year 2012, on the assumption that the performance condition described above is met and the $771,000 of expense is required to be recognized.  The amount does not include the cost or effect of the possible grant of any additional stock-based compensation awards in the future or any change that may occur in the Company’s forfeiture percentage.

Fiscal Year Ending June 30,
 
Amount
 
2010 (6 months)
  $ 471,000  
2011
    356,000  
2012
    98,000  
    $ 925,000  

 
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 December 31, 2009, we had cash and cash equivalents, totaling approximately $18,696,000, of which approximately $12,740,000 was invested in money market funds.  At December 31, 2009, the Company had approximately $5,956,000 in non-interest bearing bank accounts for general day-to-day operations.

Accounts Receivable.   A substantial portion of accounts receivable are due from collectibles dealers.  At December 31, 2009, no individual customers accounted for more than 10% of the total net accounts receivable balances of $1,237,000; whereas, at June 30, 2009, three customers accounted for approximately 36% of total net accounts receivable balances of $1,252,000 outstanding on that date.  The Company performs an analysis of the expected collectability of accounts receivable based on several factors, including the age and extent of significant past due accounts and economic conditions or trends that may adversely affect the ability of account debtors to pay their account receivable balances.  Based on that review, management establishes an allowance for doubtful accounts, when necessary.  The allowance for doubtful accounts receivable was $85,000 at December 31, 2009 and $63,000 at June 30, 2009.

Customer Notes Receivables .  At December 31, 2009, the gross outstanding principal amount of customer notes receivable, which evidenced advances made to customers, was $23,000 and was fully reserved.   At June 30, 2009, the unpaid principal balance of $2,340,000, net, consisted primarily of one note receivable that represented 99% of the total principal amount outstanding.  On November 6, 2009, the borrower repaid the principal amount and all interest accrued on the note in full.

Customers . The authentication, grading and sales of collectible coins accounted for approximately 66% and 63% of our net revenues for the three and six months ended December 31, 2009, respectively, and 56% of our net revenues for the three and six months ended December 31, 2008.  These revenues are dispersed among many customers, although five of our coin customers accounted for approximately 17.5% and 15.0% of our revenues for the three and six months ended December 31, 2009, respectively.

Capitalized Software

Our policy requires that certain costs incurred, either from internal or external sources, be capitalized as part of intangible assets and amortized on a straight-line basis over the useful life of the software.  At December 31 and June 30, 2009, we had capitalized approximately $2,590,000, as capitalized software and recognized related accumulated amortization and impairment of $2,125,000 and $1,842,000, respectively.  During the three and six months ended December 31, 2009 and 2008, we capitalized no costs and $244,000, respectively.  Capitalized software costs are amortized over their estimated useful life of 3 years. During the three months ended December 31, 2009 and 2008, we recorded approximately $141,000 and $159,000, respectively, as amortization expense for certain software development projects that were completed.  During the six months ended December 31, 2009 and 2008, approximately $283,000 and $287,000 were recorded as amortization expense for capitalized software.  Planning, training, support and maintenance costs incurred either prior to or following the implementation phase are recognized as expense in the period in which they occur.  Management evaluates the carrying value of capitalized software to determine if the carrying value is impaired, and, if necessary, an impairment loss is recorded in the period in which the impairment is determined to have occurred.
 

 
8

Warranty Costs

We offer a limited warranty covering the coins, trading cards and stamps that we authenticate and grade.  Under the warranty, if any collectible that was previously authenticated and graded by us is later submitted to us for re-grading at any time and either (i) receives a lower grade upon that re-submittal or (ii) is determined not to have been authentic, we will offer to purchase the collectible or, at our option, 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 re-submittal to us, is not in the same tamper resistant holder in which it was placed at the time we last graded it.  To the extent that we purchase an item under a warranty claim, we recognize as a reduction in our warranty reserve the difference in value of the item at its original grade and its re-graded estimated value.  We include in our inventory the re-graded estimated value of the item.  We accrue for estimated warranty costs based on historical trends and related experience.  Increased future claims experience under our warranty program could increase to levels higher than in the past which could result in additional warranty accruals in anticipation of these claims, and our ongoing warranty accrual rate could increase to cover potential higher claims in the future, both of which could have a material adverse impact on our future results of operations.

Dividends

In June, 2007, our Board of Directors approved a dividend policy that provided for the payment of regular cash dividends of $0.23 per share per quarter and, pursuant to that policy, we paid 5 consecutive quarterly cash dividends in that amount.  On September 26, 2008, the Board of Directors determined that, due to adverse market and economic conditions, including the liquidity crisis in the United States, the prudent course of action would be, and the Board of Directors voted, to suspend the future payment of cash dividends in order to preserve the Company’s cash resources to support the continued implementation of the Company’s strategic plan.  At the same time, the Board of Directors declared a one-time 10% stock dividend that was distributed on November 3, 2008.

On October 26, 2009, the Company announced that the Board of Directors approved the resumption of the quarterly cash dividend in the amount of $0.25 and declared the first of such quarterly dividend, which was paid on November 24, 2009 to all stockholders of record as of November 10, 2009.  On January 25, 2010, the Company declared a quarterly $0.25 cash dividend per share to be paid on February 22, 2010 to all stockholders of records as of February 8, 2010 (see note 12 below).  The declaration of cash dividends in the future is subject to final determination each quarter by the Board of Directors based on a number of factors, including the Company’s financial performance and its available cash resources, its cash requirements and alternative uses of cash that the Board may conclude would represent an opportunity to generate a greater return on investment for the Company.

Dutch Auction Tender Offer

On June 2, 2009, the Company commenced a modified “Dutch Auction” tender offer for the purpose of purchasing, for cash, up to 1,750,000 shares of its common stock at a per share price of not less than $5.00 and not greater than $5.40.  The tender offer, which expired on July 2, 2009, was oversubscribed, and on July 10, 2009, the Company purchased a total 1,749,828 shares in the tender offer, at a price of $5.00 per share, for a total purchase price of approximately $8,911,000 (including the costs of conducting the tender offer of $162,000), and was recorded as a reduction of additional paid-in capital on the Condensed Consolidated Balance Sheets as of December 31, 2009.


 
9

 

Recent Accounting Pronouncements

The FASB has issued Accounting Standard Update (ASU) No. 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash. The amendments to the Codification in this ASU clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance that is reflected in earnings per share prospectively and is not a stock dividend. This ASU codifies the consensus reached in EITF Issue No. 09-E, Accounting for Stock Dividends, Including Distributions to Shareholders with Components of Stock and Cash . ASU 2010-01 is effective for interim and annual periods ending on or after December 15, 2009, and should be applied on a retrospective basis.  Management does not expect the adoption of this guidance will have a material impact on the Consolidated Financial Statements.

In October 2009, the Financial Accounting Standards Board (“FASB”) issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance eliminates the residual method of revenue recognition and allows the use of management’s best estimate of selling price for individual elements of an arrangement when vendor specific objective evidence (VSOE), vendor objective evidence (VOE) or third-party evidence (TPE) is unavailable. For the Company, this guidance is effective for all new or materially modified arrangements entered into on or after January 1, 2011 with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. Management does not expect that adoption of this guidance will have a material impact on the Consolidated Financial Statements.
 
In October 2009, the FASB issued guidance which amends the scope of existing software revenue recognition accounting. Tangible products containing software components and non-software components that function together to deliver the product’s essential functionality would be scoped out of the accounting guidance on software and accounted for based on other appropriate revenue recognition guidance.  For the Company, this guidance is effective for all new or materially modified arrangements entered into on or after January 1, 2011 with earlier application permitted as of the beginning of a fiscal year. Full retrospective application of the new guidance is optional. This guidance must be adopted in the same period that the Company adopts the amended accounting for arrangements with multiple deliverables described in the preceding paragraph. Management does not expect that the adoption of this guidance will have a material impact on the Consolidated Financial Statements.
 
In September 2009, the FASB issued amended guidance concerning fair value measurements of investments in certain entities that calculate net asset value per share (or its equivalent). If fair value is not readily determinable, the amended guidance permits, as a practical expedient, a reporting entity to measure the fair value of an investment using the net asset value per share (or its equivalent) provided by the investee without further adjustment.  The amendments are effective for interim and annual periods ending after December 15, 2009.  Management does not expect that the adoption of this guidance will have a material impact on the Consolidated Financial Statements due to the adoption of this amended guidance.
 
In August 2009, the FASB issued guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. The Company adopted this guidance in the quarter ended December 31, 2009 and there was no material impact on the Consolidated Financial Statements.
 
On July 1, 2009, the FASB issued the FASB Accounting Standards Codification (the Codification). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The Codification eliminates the previous US GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for interim and annual periods ending after September 15, 2009.  The Company adopted the Codification for the quarter ending December 31, 2009. There was no impact to the consolidated financial results as this change is disclosure-only in nature.
 
 
10


2.           CASH AND CASH EQUIVALENTS

At December 31, 2009 and June 30, 2009, cash and cash equivalents consisted of approximately $18,696,000 and $23,870,000, respectively, which was invested in money-market funds, which comprised of investments in government-guaranteed securities and non-interest bearing accounts.

3.            
FAIR VALUE MEASUREMENTS

 
       GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value for financial and non-financial assets and liabilities.  These tiers include:

Level 1 -defined as observable inputs such as quoted prices in active markets;

Level 2 -defined as inputs other than quoted prices in active markets that are either directly or indirectly observable for similar assets or liabilities; and

Level 3 -defined as unobservable inputs in which little or no market data exists, therefore, requiring the Company to develop its own assumptions.

We adopted the following disclosure requirements in two steps: (i) effective July 1, 2008, we adopted it for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis; and (ii) effective July 1, 2009, for all non-financial instruments accounted for at fair value on a non-recurring basis.  For financial assets and liabilities, fair value is the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date.  Assets and liabilities that are measured on a recurring basis refer to those assets and liabilities, such as money market funds and lease obligations, that are measured each time the financial statements are issued.  Those assets or liabilities that are measured for fair value on a periodic basis, such as the impairment of goodwill (see note 1), are presented below as non-recurring.

Assets and Liabilities Measured at Fair Value on a Recurring Basis at December 31 and June 30, 2009 .

   
At Dec. 31,
   
Fair Value Measurements Using
 
( In Thousands)
 
2009
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Assets:
                       
Investments in money market funds
  $ 12,740     $ 12,740     $ -     $ -  
Liabilities:
                               
    Operating lease obligations
  $ 4,563     $ -     $ -     $ 4,563  

   
At June 30,
   
Fair Value Measurements Using
 
(In Thousands)
 
2009
   
(Level 1)
   
(Level 2)
   
(Level 3)
 
Assets:
                       
Investments in money market funds
  $ 20,200     $ 20,200     $ -     $ -  
Liabilities:
                               
Operating lease obligations
  $ 4,454     $ -     $ -     $ 4,454  


 
11

 

The following table presents additional information about Level 3 liabilities for the six months ended December 31, 2009.

   
Beginning
         
Loss (1)
   
Ending
 
   
Balance
   
Principal
   
Included in
   
Balance
 
(In thousands)
 
6/30/09
   
Paydowns
   
Net Income
   
12/31/2009
 
Liabilities:
                       
Operating lease obligations
  $ 4,454     $ (296 )   $ 405     $ 4,563  


(1)          
before interest expense of $118,000 for the six months ended December 31, 2009

The loss of $405,000 was included as part of the loss from discontinued operations in the six months ended December 31, 2009 and relates to the Company’s lease obligations in New York City.   Due primarily to an increase in available office space and further decreases in office rents in New York City, at June 30, 2009 we increased that accrual by $815,000 and again at December 31, 2009 by an additional $405,000, such that the lease obligations were carried on our balance sheets at values of approximately $4,454,000 at June 30, 2009 and $4,563,000 at December 31, 2009.

 
4.           INVENTORIES

Inventories consist of the following:
 
   
(In thousands)
 
   
December 31,
   
June 30,
 
   
2009
   
2009
 
Coins                                                                
  $ 401     $ 336  
Other collectibles                                                                
    28       31  
Grading raw materials consumable inventory
    217       232  
      646       599  
Less inventory reserve                                                                
    (106 )     (102 )
Inventories, net
  $ 540     $ 497  
 
5.           PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
 
   
(In thousands)
 
   
December 31,
   
June 30,
 
   
2009
   
2009
 
Coins and stamp grading reference sets
  $ 515     $ 515  
Computer hardware and equipment                                                          
    1,365       1,345  
Computer software                                                          
    993       990  
Equipment                                                          
    1,915       1,823  
Furniture and office equipment                                                          
    890       897  
Leasehold improvements                                                          
    686       665  
Trading card reference library                                                          
    52       52  
      6,416       6,287  
Less accumulated depreciation and amortization
    (5,322 )     (5,113 )
Property and equipment, net
  $ 1,094     $ 1,174  

6.           ACCRUED LIABILITIES

Accrued liabilities consist of the following:
 
(In thousands)
 
   
December 31,
   
June 30,
 
   
2009
   
2009
 
Warranty costs                                                                
  $ 751     $ 708  
Professional fees                                                                
    51       112  
Other                                                                
    553       524  
    $ 1,355     $ 1,344  

 
12

 
The following table presents the changes in the Company’s warranty reserve during the six months ended December 31, 2009 and 2008:

   
(In thousands)
 
   
Six Months
Ended
December 31,
   
Six Months
Ended
December 31,
 
   
2009
   
2008
 
Warranty reserve, beginning of period                                                                
  $ 708     $ 665  
Charged to cost of revenue                                                                
    288       250  
Payments                                                                
    (245 )     (267 )
Warranty reserve, end of period                                                                
  $ 751     $ 648  

7.             
DISCONTINUED OPERATIONS

During fiscal 2009, the Board of Directors authorized the divesture and sale of GCAL, Gemprint and AGL (the “Jewelry Businesses”) and the currency grading business, the remaining assets and liabilities of which have been reclassified as assets and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets as of June 30 and December 31, 2009.  The Condensed Consolidated Statements of Operations for the three and six months ended December 31, 2009 and the Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2008 have also been restated to present the results of operations for those discontinued operations as part of the loss from discontinued operations.  As previously reported, discontinued operations also include the remaining activities related to the disposal of our collectibles sales businesses that we discontinued in fiscal 2004.

The operating results of the discontinued businesses that are included in the accompanying Condensed Consolidated Statements of Operations are as follows:


   
(In Thousands)
 
   
Three Months Ended
December 31,
   
Six Months Ended
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Net revenues
  $ -     $ 605     $ 3     $ 1,254  
Income (loss) operations of discontinued businesses
    1       (9,370 )     1       (11,136 )
Loss on sale of discontinued business
    (509 )     (3 )     (562 )     (3 )
Loss before income tax expense
    (508 )     (9,373 )     (561 )     (11,139 )
Income tax expense
    -       -       -       -  
Loss from discontinued operations
  $ (508 )   $ (9,373 )   $ (561 )   $ (11,139 )


 
13

 

The following table contains summary balance sheet information with respect to the net assets and liabilities of the discontinued operations that are included in the accompanying Condensed Consolidated Balance Sheets as of December 31, 2009 and June 30, 2009.

   
(In Thousands)
 
   
December 31,
2009
   
June 30,
2009
 
Current Assets:
           
Accounts receivable, net
  $ 12     $ 31  
Assets held for sale
    25       71  
    $ 37     $ 102  
Non-Current Assets:
               
Other assets
  $ 182     $ 182  
                 
Current Liabilities:
               
Accounts payable
  $ 6     $ 42  
Lease obligations
    1,139       1,182  
Other accrued expenses
    377       586  
Deferred revenue
    19       17  
    $ 1,541     $ 1,827  
                 
Non-Current Liabilities:
               
Lease obligations
  $ 3,424     $ 3,272  
Other long-term liabilities
    36       36  
    $ 3,460     $ 3,308  

At June 30 and December 31, 2009 our continuing operations consist of our collectibles grading and authentication businesses, our CCE subscription business, our CFC dealer-financing business and our Expos collectibles convention business.

In connection with and as a condition of our acquisition of CCE in September 2005, we were required to purchase the common stock of CTP, which we disposed of in November 2005.  As part of the consideration for the sale of CTP, we recorded a note receivable of $458,000, bearing interest at 10% per annum and payable over five years.  We have a security interest in the assets of CTP and certain personal assets of the purchaser.  At December 31 and June 30, 2009, the carrying values of the note were $92,000 and $138,000, respectively, of which the current portion, at December 31, 2009 and June 30, 2009 was approximately $92,000 and is included as part of the current portion of receivables from sale of net assets of discontinued operations.

In February 2009, we sold the assets of our currency grading business for approximately $354,000 in consideration of a cash payment of $50,000 and a promissory note (the “Note”) with a face value of $304,000 with annual payments of $50,000 due on the annual anniversary dates in each year between February 2010 to February 2012 and a $154,000 payment due in February 2013. The Note is discounted using an imputed rate of 7.25% and is carried on the Condensed Consolidated Balance Sheets as of December and June 30, 2009 in the amount of $257,000 as part of notes receivable from sale of net assets of discontinued operations.

During May 2009, we sold the AGL colored gemstone business for approximately $133,250 in consideration of a $62,500 cash payment and a non-interest bearing promissory note due and paid in-full on November 8, 2009 in the amount of $70,750.

During fiscal 2009, in connection with our exiting the Jewelry Businesses, we recognized lease obligations (including operating costs and other estimated costs associated with subletting the spaces) at June 30, 2009 of approximately $4,454,000, of which $1,182,000 was classified as part of current liabilities of discontinued operations on the Condensed Consolidated Balance Sheet at June 30, 2009, and $3,272,000 was classified as non-current. During the second quarter of fiscal 2010, we evaluated the fair value of the remaining lease obligations and recorded an adjustment to the carrying value of the leases in the amount of $405,000.  The aggregate fair value of the remaining lease obligations on the Condensed Consolidated Balance Sheets at December 31, 2009 is approximately $4,563,000, of which $1,139,000 is classified as part of current liabilities of discontinued operations and $3,424,000 is classified as non-current.
 
 
14


 
8.            
INCOME TAXES

The estimated annual effective tax rate applied to pre-tax income from continuing operations was 5% for the three and six months ended December 31, 2009.  In the three months ended December 31, 2009, the Company recognized a federal income tax benefit of $248,000 related to the suspension of the 90% Alternative Minimum Tax (AMT) limitation for the carryback of net operating losses (“NOLs”).  During the three and six month periods ended December 31, 2008, we recorded a provision of $1,210,000 on pre-tax loss of $342,000 and pre-tax income of $127,000, respectively, reflecting valuation allowances required in those periods.

During fiscal 2008 and 2009, we recorded valuation allowances in the total amount of approximately $12,962,000 primarily as a result of the losses incurred by those businesses currently classified as discontinued operations.  To the extent that the Company earned taxable income in the three and six months ended December 31, 2009, we have realized certain deferred tax assets such that the valuation allowance at December 31, 2009 was reduced to approximately $11,389,000.  We recognized no federal income tax provision for the income generated in the three and six months ended December 31, 2009 and recognized a provision for the State of California taxes payable as a result of that state suspending the right to apply state NOLs carryforwards and limiting to 50% the use of state tax credits carryforwards to offset California taxable income in fiscal 2010.

9.           NET INCOME (LOSS) PER SHARE

The number of shares used in the computation of the income or loss per share for the three and six months period ended December 31, 2008, gives retroactive effect to a 10% stock dividend that was distributed on November 3, 2008 to stockholders of record as of October 20, 2008.

The number of shares used in the computation of income or loss per share for the three month period ended December 31, 2009 gives effect to the buyback of 1,749,828 shares in the July 10, 2009 “Dutch Auction” tender offer.

The aggregate numbers of shares subject to options and warrants that were excluded from the computation of diluted loss per share, because they would have been anti-dilutive in the calculation of diluted income or loss per share, totaled approximately 390,000 and 1,023,000 for the three months ended December 31, 2009 and 2008, respectively, and 442,000 and 995,000 for the six months ended December 31, 2009 and 2008, respectively.

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.

For our continuing operations, we operate principally in three reportable service segments: coins, trading cards and autographs and other high-end collectibles.  Services provided by these segments include authentication, grading, publication and web advertising and subscription-based revenues.  The other collectibles segment is comprised of stamps, the CCE subscription business, our CFC dealer financing business and our collectibles conventions business.

 
15

 
We allocate operating expenses to each service segment based upon each segment’s activity level.  The following tables set forth on a business segment basis, including reconciliation with the Condensed Consolidated Financial Statements, (i) external revenues, (ii) amortization and depreciation, (iii) stock-based compensation expense, and (iv) operating income for the three and six months ended December 31, 2009 and 2008. Net identifiable assets are provided by business segment as of December 31, 2009 and June 30, 2009. All of our sales and identifiable assets are located in the United States.

   
Three Months Ended
   
Six Months Ended
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Net revenues from external customers
                       
Coins
  $ 5,851     $ 4,370     $ 11,408     $ 9,365  
Trading cards and autographs
    2,304       2,540       4,870       5,333  
Other
    728       892       1,903       2,147  
Total revenue
  $ 8,883     $ 7,802       18,181     $ 16,845  
Amortization and depreciation
                               
Coins
  $ 78     $ 77     $ 150     $ 152  
Trading cards and autographs
    57       73       102       126  
Other
    92       103       200       205  
Total
    227       253       452       483  
Unallocated amortization and depreciation
    59       84       128       171  
Consolidated amortization and depreciation
  $ 286     $ 337     $ 580     $ 654  
Stock-based compensation
                               
Coins
  $ -     $ 62     $ -     $ 95  
Trading cards and autographs
    -       21       -       42  
Other
    -       -       -       22  
Total
    -       83       -       159  
Unallocated stock-based compensation
    330       178       495       366  
Consolidated stock-based compensation
  $ 330     $ 261     $ 495     $ 525  
Operating income (loss) before unallocated expenses
                               
Coins
  $ 2,318     $ 809     $ 4,507     $ 2,610  
Trading cards and autographs
    221       323       600       761  
Other
    25       (88 )     226       (28 )
Total
    2,564       1,044       5,333       3,343  
Unallocated operating expenses
    (1,099 )     (1,463 )     (2,072 )     (3,429 )
Consolidated operating loss
  $ 1,465     $ (419 )   $ 3,261     $ (86 )

   
At December 31,
   
At June 30,
 
Identifiable Assets
 
2009
   
2009
 
Coins                                          
  $ 2,888     $ 2,683  
Trading cards and autographs
    771       1,003  
Other                                          
    4,680       7,051  
Total                                          
    8,339       10,737  
Unallocated assets                                          
    20,462       25,536  
Consolidated assets                                          
  $ 28,801     $ 36,273  

11.          
RELATED PARTY TRANSACTION

During the first quarter of fiscal 2010, the Company amended the 2006 five-year Consulting Agreement with the current president of Expos, such that (i) the term was extended for an additional five years to July 1, 2016, and (ii) we entered into a revised compensation agreement consisting of a 35% payout based on the annual operating income of Expos, or $120,000 per year, whichever is greater.

At December 31, 2009, accounts receivable, net, on the Condensed Consolidated Balance Sheet included $21,147 that consisted of federal and state taxes paid by the Company on December 31, 2009 on behalf of the Company’s Chief Financial Officer (“CFO”) in connection with stock awarded in 2009, that was required to be paid through the Company’s payroll.  The CFO reimbursed the Company the full amount on January 4, 2010.
 

 
16


12.          
SUBSEQUENT EVENT

On January 25, 2010, the Company announced that the Board of Directors approved the quarterly cash dividend of $0.25 that will be paid on February 22, 2010 to stockholders of record as of February 8, 2010.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

The discussion in this Item 2 of this Quarterly Report on Form 10-Q (this “Report”) 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 expected future financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual results to differ from projected or anticipated 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 forward-looking statements and information contained in this Report are qualified in their entirety by, and readers of this Report are urged to read the risk factors that are described in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2009 (the “Fiscal 2009 10-K”), which we filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2009.

Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements contained or recent trends that we described 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 or revise any forward-looking statements contained in this Report or in our Fiscal 2009 10-K or any other prior filings with the SEC, except as may be required by applicable law or applicable Nasdaq rules.

Our Business

Collectors Universe, Inc. (“we”, “us” or the “Company”) provides grading and authentication services to dealers and collectors of high-value coins, trading cards, event tickets, autographs, sports and historical memorabilia and stamps.  We believe that our authentication and grading services add value to these collectibles by enhancing their marketability and thereby providing increased liquidity to the dealers, collectors and consumers that own, buy and sell them.

We principally generate revenues from the fees paid for our authentication and grading services.  To a much lesser extent, we generate revenues from other related services consisting of:  (i) the sale of advertising on our websites; (ii) the sale of printed publications and collectibles price guides and advertising in such publications and on our website; (iii) the sale of membership subscriptions in our Collectors Club, which is designed to attract interest in high-value collectibles among new collectors; (iv) the sale of subscriptions to our CCE dealer-to-dealer Internet bid-ask market for certified coins and CoinFacts; and (v) the management and operation of collectibles trade shows and conventions.  We also generate revenues from sales of our collectibles inventory, which is comprised primarily of collectible coins that we have purchased under our coin grading warranty program; however, such sales are neither the focus nor an integral part of our on-going revenue generating activities.


 
17

 

Recent Developments

Continuing Operations .  Our continuing operations consist of the grading and authentication of coins, trading cards, stamps and autographs, our CCE dealer-to-dealer bid-ask market for certified coins and collectibles trade shows and conventions that we conduct. The discussions that follow focus almost entirely on the continuing businesses.

Discontinued Operations .  The remaining assets and liabilities of the jewelry, Gemprint and currency authentication and grading businesses have been classified as discontinued operations at June 30, 2009 and December 31, 2009, and the operations of these businesses have been reclassified as discontinued operations for all periods presented in this Report.  In addition, we continue to classify as discontinued operations the remaining activities, of our collectibles auctions and sales businesses which we disposed of in fiscal 2004.

During the second quarter of fiscal 2010, we recorded a $508,000 loss from discontinued operations as compared to a loss from discontinued operations of $9,373,000, for the same period in fiscal 2009 and for the six months ended December 31, 2009 and 2008, we recorded losses from discontinued operations of $561,000 and $11,139,000, respectively.  Since we were able to substantially complete the sale and disposal of the assets of the discontinued businesses during fiscal 2009, we expect losses from the disposal of the remaining assets of those businesses to decline substantially in fiscal 2010 as compared to fiscal 2009. We will, however, continue to review and, if necessary, make adjustments to the accrual established for the real estate leases in New York City, associated with our former jewelry operations.  See accrual for Facility Lease Expenses under Critical Accounting Policies and Estimates on page 21 of this Report.

Overview of Results of Operations for the Three and Six Months Ended December 31, 2009 and 2008

The following table sets forth certain financial data, expressed as a percentage of net revenues, derived from our interim Condensed Consolidated Statements of Operations (included earlier in this Report) for the respective periods indicated below:

   
Three Months Ended
   
Six Months Ended
 
   
December 31,
   
December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Net revenues
    100.0 %     100.0 %     100.0 %     100.0 %
Cost of revenues
    40.9 %     51.6 %     40.5 %     48.4 %
Gross profit
    59.1 %     48.4 %     59.5 %     51.6 %
Operating expenses:
                               
Selling and marketing expenses
    12.8 %     12.7 %     12.8 %     13.3 %
General and administrative expenses
    29.7 %     41.1 %     28.7 %     38.9 %
Total operating expenses
    42.5 %     53.8 %     41.5 %     52.2 %
Operating income (loss)
    16.6 %     (5.4 )%     18.0 %     (0.6 )%
Interest and other income, net
    0.1 %     1.0 %     0.2 %     1.3 %
Income (loss) before income taxes
    16.7 %     (4.4 )%     18.2 %     0.7 %
Provision (benefit) for income taxes
    (2.2 )%     15.5 %     (0.4 )%     7.2 %
Income (loss) from continuing operations
    18.9 %     (19.9 )%     18.6 %     (6.5 )%
Loss from discontinued operations,  net of income taxes
    (5.7 )%     (120.1 )%     (3.1 )%     (66.1 )%
Net income (loss)
    13.2 %     (140.0 )%     15.5 %     (72.6 )%

Our gross profit, operating income and income from continuing operations, during this year’s first and second quarters, increased both in absolute dollars and as a percentage of net revenues as compared to the same quarters of fiscal 2009.  Those increases were primarily attributable to an increase in our coin revenues on which we earn a higher gross profit margin than in our other grading and authentication businesses, and reductions in costs of revenues and selling, general and administrative expenses that we achieved as a result of a cost reduction program which we initiated in fiscal 2009 and have continued into the current fiscal year.  The factors that contributed to the improvement in our operating results in this year’s second quarter are discussed in greater detail below.


 
18

 

Factors That Can Affect our Financial Position and Operating Results

Factors that Can Affect our Revenues and our Gross Profit Margins .  The revenues of our continuing operations are comprised of (i) fees generated by our authentication and grading of high-value collectibles, and (ii) to a lesser extent, revenues from sales of collectibles club memberships, advertising on our websites and in printed publications and collectibles price guides, subscription-based revenues primarily generated by our CCE dealer-to-dealer Internet bid-ask market for collectible coins that have been authenticated and graded (collectively, “certified”) and CoinFacts and fees earned from the management, operation and promotion of collectibles trade shows and conventions.  Our revenues also include revenues from sales of products, which consist primarily of coins that we purchase under our warranty policy.  However, those revenues, which vary from period to period depending on the volume and dollar amounts of the coin warranty claims we receive, are not the focus and do not constitute an integral part of our on-going revenue generating activities.

Our authentication and grading fees accounted for 82.5% of our total net revenues for the six months ended December 31, 2009.  The amounts of such revenues and our gross profit margins are primarily affected by the volume and mix of coin and collectibles sales and purchase transactions by collectibles dealers and collectors, because our collectibles authentication and grading services generally facilitate sales and purchases of coins and other high value collectibles by providing dealers and collectors with a high level of assurance as to the authenticity and quality of the collectibles they seek to sell or buy.  Consequently, dealers and collectors most often submit coins and other collectibles to us for authentication and grading at those times when they are in the market to sell or buy coins and other high-value collectibles.  In addition, the level of our coin grading and authentication revenues are impacted by the level of modern coin submissions, which can be volatile due to specific customers or marketing programs in a given period.  Furthermore, because a significant proportion of our costs of sales are fixed in nature in the short-term, our gross profit margin also is affected by the overall volume of collectibles that we authenticate and grade in any period.  Other factors that affect both our revenues and gross profit margins include (i) the volume and mix of authentication and grading submissions among coins and trading cards, on the one hand, and other collectibles on the other hand, because we are able to charge higher authentication and grading fees on coins and sports cards than on other collectibles; (ii) in the case of coins and trading cards, the “turnaround” times requested by our customers, because we charge higher fees for faster service times; and (iii) the mix of authentication and grading submissions between vintage or “classic” coins and trading cards, on the one hand, and modern coins and trading cards, on the other hand, because dealers generally request faster turnaround times for vintage or classic coins and trading cards than they do for modern submissions, as vintage or classic collectibles are of significantly higher value and are more saleable by dealers than modern coins and trading cards.

Our revenues and gross profit margins also are affected by the level of coin authentication and grading submissions we receive at collectibles trade shows where we provide on-site authentication and grading services to show attendees, because they typically request higher priced same-day turnaround for the coins they submit to us for authentication and grading at those shows.  The level of trade show submissions varies from period to period depending upon a number of factors, including the number and the timing of the shows and the volume of collectible coins that are bought and sold at those shows by dealers and collectors.  In addition, the number of such submissions and, therefore, the revenues and gross profit margin we generate from the authentication and grading of coins at trade shows can be impacted by short-term changes in the prices of gold that sometimes occur around the time of the shows, because gold prices can affect the willingness of dealers and collectors to sell and purchase coins at the shows.

Five of our coin authentication and grading customers accounted, in the aggregate, for approximately 15% of our total net revenues in the six months ended December 31, 2009.  As a result, the loss of any of those customers, or a significant decrease in the volume of grading submissions from any of them to us, could cause our net revenues to decline and, therefore, could adversely affect our results of operations.

Impact of Economic Conditions on our Financial Performance .  As discussed above, our operating results are affected by the volume of collectibles transactions by collectibles dealers and collectors which, in turn, is primarily affected by (i) the disposable income available to collectors and their confidence about future economic conditions, because high-value collectibles are generally viewed as luxury goods and are purchased with disposable income; (ii) the cash flows generated by collectibles dealers and their confidence about future economic conditions, which affect the willingness of such dealers to purchase collectibles for resale; (iii) the availability and cost of borrowings because collectibles dealers often rely on borrowings to fund their purchases of collectibles, (iv) prevailing and anticipated rates of inflation, because the threat of and actual increases in inflation often lead investors and consumers to purchase gold and silver coins as a hedge against inflation; and (v) the performance and volatility of the gold and other precious metals markets, which can affect the level of purchases and sales of collectible coins, because investors and consumers will often increase their purchases of hard assets, including gold coins if they believe that the market prices of hard assets will increase.  As a result, the volume of collectibles transactions and, therefore, the demand for our authentication and grading services, generally increase during periods characterized by economic growth, the availability of lower cost borrowings, or increases in inflation or in gold prices.  By contrast, collectibles transactions and, therefore, the demand for our services generally decline during periods characterized by economic downturns or recessions, declines in consumer and business confidence, an absence of inflationary pressure, or declines in the market prices of gold.  However, these conditions can sometimes counteract each other as it is not uncommon, for example, for investors to shift funds from gold to other investments during periods of economic growth and growing consumer and business confidence.
 
 

 
19

Despite the continued uncertainties about the ultimate severity and duration of the current economic downturn, the number of coins graded and authenticated during the three and six months ended December 31, 2009 increased by 37.3% and 22.5%, respectively, as compared to the number authenticated and graded in the corresponding periods of fiscal 2009.  We believe those increases reflect the continued high price of gold and inflationary concerns by collectors and investors.  As a result, we recorded increases in coin grading and related revenues of approximately 33.9% and 21.8% for the three and six months ended December 31, 2009, when compared to the same periods in fiscal 2009.  On the other hand, during the three and six months ended December 31, 2009, the number of trading cards and autographs that we authenticated and graded declined by 11.6% and 7.1%, respectively, and, as a result, revenues generated by that division, which is our second largest business, declined by 9.3% and 8.7%, respectively, as compared to the same periods of fiscal year 2009.

The following tables provide information regarding the respective number of coins, trading cards, autographs and stamps that we graded or authenticated in the three and six months ended December 31, 2009 and 2008, respectively, and the estimated value that customers insure their collectibles against loss during transit.

   
Units Processed
Three Months Ended December 31,
   
Declared Value (000)
Three Months Ended December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Coins
    400,200       56.7 %     291,500       45.7 %   $ 293,317       92.3 %   $ 250,052       89.8 %
Trading cards and autographs (1)
    300,700       42.6 %     340,000       53.3 %     20,895       6.6 %     21,233       7.6 %
Stamps
    4,700       0.7 %     6,600       1.0 %     3,623       1.1 %     7,129       2.6 %
Total
    705,600       100.0 %   $ 638,100       100.0 %   $ 317,835       100.0 %   $ 278,414       100.0 %

   
Units Processed
Six Months Ended December 31,
   
Declared Value (000)
Six Months Ended December 31,
 
   
2009
   
2008
   
2009
   
2008
 
Coins
    758,900       54.1 %     619,600       47.1 %   $ 569,624       91.6 %   $ 552,774       89.5 %
Trading cards and autographs (1)
    634,800       45.2 %     683,200       51.9 %     44,838       7.2 %     52,647       8.5 %
Stamps
    10,100       0.7 %     13,900       1.0 %     7,340       1.2 %     12,200       2.0 %
Total
    1,403,800       100.0 %     1,316,700       100.0 %   $ 621,802       100.0 %   $ 617,621       100.0 %


(1)  
Consists of trading cards units graded by our PSA trading card authentication and grading business and autographs certified by our PSA/DNA autograph authentication and grading business.

Factors That Can Affect our Financial Position .  A substantial number of our authentication and grading customers prepay our authentication and grading fees when they submit their collectibles to us for authentication and grading.  As a result, historically, we have been able to rely on internally generated cash and have never incurred borrowings to fund our continuing operations.  We expect that internally generated cash flow will be sufficient to fund our continuing operations at least through the end of fiscal 2010.

Other factors that can affect our overall cash flows and financial position include the use of available cash to fund the payment of cash dividends or the acquisition of outstanding shares. For example, in July 2009, we used a total of approximately $8.9 million of available cash to purchase a total of 1,749,828 shares of our common stock, at a price of $5.00 per share, in a “Dutch Auction” tender offer that we made to our stockholders, and in the second quarter, we paid dividends to stockholders of $1,853,000.  See Liquidity and Capital Resources – Dutch Auction Tender Offer and Dividends below.
 

 
20

Trends and Challenges in our Businesses

In response to the economic recession and the credit crisis that adversely impacted the volume of authentication and grading submissions to us, during fiscal 2009 we implemented a cost reduction program in order to reduce our costs of revenue and our operating expenses and, thereby, to bring those costs and expenses more in line with our revenues and to increase our gross profits and operating income.  During the three and six months ended December 31, 2009, that program enabled us to realize reductions in both our costs of revenues and operating expenses and, thereby, to increase our gross profit margins, operating income and income from continuing operations and our cash flows from operations.

Critical Accounting Policies and Estimates

During the three and six months ended December 31, 2009, except as discussed below, there were no changes in the critical accounting policies or estimates that were described in Item 7 of our Annual Report on Form 10-K, filed with the SEC, for the fiscal year ended June 30, 2009.  Readers of this report are urged to read that Section of that Annual Report for a more complete understanding of our critical accounting policies and estimates.

Accrual for Facility Lease Expenses .   We continue to have obligations to pay rent and other charges under two multi-year leases for office facilities in New York City that had been occupied by our jewelry authentication and grading businesses prior to our discontinuance of and exit from those businesses in fiscal 2009.  Although we are seeking to sublet those facilities in order to reduce our financial obligations under these leases, adverse conditions in the commercial real estate market in New York City have made it difficult for us to predict how soon and the rents at which we will be able to sublet those office facilities.  As a result, at the time we discontinued the jewelry businesses we established accruals (including operating costs and other estimated costs associated with subletting the spaces) totaling approximately $3,700,000 for the rents and other charges that we estimated we will have to pay through the term of the leases.  Due primarily to an increase in available office space and further decreases in office rents in New York City, at June 30, 2009 we increased that accrual by $815,000, and again at December 31, 2009 by an additional $405,000, such that the lease obligations were carried on our balance sheets at values of approximately $4,454,000 at June 30, 2009 and $4,563,000 at December 31, 2009.  Moreover, it will be necessary for us to review our estimates of our ongoing lease expenses on a quarterly basis and it may become necessary for us to further increase our lease accrual in the future.  The gross obligations under the leases are $7,573,000 as set out under Liquidity and Capital Resources: Outstanding Financial Obligations: Discontinued Operations on page 29.

Goodwill.   We test the carrying value of goodwill and other indefinite-lived intangible assets on a formal basis at least annually on their respective acquisition anniversary dates, or more frequently if indicators of impairment are determined to exist.  We apply a discounted cash flow model or an income approach in determining a fair value that is used to estimate the fair value of the reporting unit on a total basis, which is then compared to the carrying value of the reporting unit.  If the fair value of the reporting unit exceeds the carrying value of the reporting unit, no impairment of goodwill exists as of the measurement date.  If the fair value is less than the carrying value, then there is the possibility of goodwill impairment and further testing and re-measurement of goodwill is required. During the first quarter of fiscal 2010, we completed the annual goodwill impairment evaluations with respect to the goodwill acquired in our fiscal year 2006 purchases of CCE and CoinFacts and the fiscal year 2007 acquisition of our Expos business, and determined that the carrying value at September 30, 2009 of the acquired goodwill for these respective businesses was not impaired.

The use of the income approach in determining the fair value of our acquired businesses requires that future after-tax cash flows be discounted using a discount rate that reflects a risk adjusted weighted average cost of capital.  We determined the fair values of the Expos and CCE reporting units using discount rates of 18% and 17%, respectively, and we concluded that the excess fair value of approximately 10% over the carrying value of our Expos reporting unit at September 30, 2009 was sufficient to conclude that no impairment existed at September 30, 2009.  We considered the discount rates applied to Expos and CCE to be reasonable based upon the recurring and predictable nature of the revenues for these businesses and were consistent with the discount rates applied in previous years.  However, a higher discount rate of 20% for Expos could have resulted in the need for further testing and re-measurement of goodwill and the possibility of an impairment expense.
 
 

 
21

Stock-Based Compensation.   On June 1, 2009, the Compensation Committee of the Board of Directors approved a management incentive compensation program for the fiscal year ending June 30, 2010 (the “2010 Stock Incentive Program”), in lieu of a cash incentive program, for our three executive officers, Michael J. McConnell, our CEO, David G. Hall, our President, and Joseph J. Wallace, our CFO.  Under the terms of that Program, on July 31, 2009, these three officers were awarded the following numbers of restricted shares:  Mr. McConnell -- 101,034 shares; Mr. Hall -- 101,034 shares; and Mr. Wallace -- 50,517 shares.  Retention by the officers of their restricted shares is subject to satisfaction of certain vesting requirements and, if a vesting requirement that applies to any of the shares is not satisfied; those shares will be forfeited and cancelled.  Those vesting requirements of the 2010 Stock Incentive Program are as follows:

(1)            Performance-Based Vesting Requirement .  The vesting of seventy-five (75%) of the restricted shares awarded to each of these officers (the “Performance-Based Shares”) is contingent on the Company’s achievement of a financial performance goal for fiscal 2010.  If that goal is not achieved, all of those Performance-Based Shares will be forfeited and cancelled.  On the other hand, if the Company achieves that fiscal 2010 financial performance goal, then (i) one-third of the Performance-Based Shares of each officer will vest when it is determined that the performance goal was achieved, provided that the officer is still in the Company’s service at the end of fiscal 2010, (ii) another one-third of those Shares will vest on June 30, 2011, provided the officer is still in the Company’s service at that time, and (iii) the final one-third of those Shares will vest on June 30, 2012, provided the officer is still in the Company’s service at that time, subject to acceleration of such vesting if an officer’s service with the Company is terminated without cause.

(2)            Time-Based Vesting Requirement.   The vesting of the other 25% of the restricted shares (the “Time-Based Shares”) awarded to each of Messrs. McConnell and Hall is contingent on their continued service with the Company to July 31, 2010.  In the case of Mr. Wallace, 25% of his restricted shares became vested on the date of the award.

Management determined the fair value of the 252,585 shares of restricted stock to be an aggregate amount of $1,028,000, based on the July 31, 2009 closing price of the Company’s common stock of $4.07, of which $257,000 relates to time-based vesting and $771,000 relates to performance-based vesting.  The Company began recording stock-based compensation expense for the time-based vesting shares over the requisite service period through July 31, 2010 or immediately for those grants that vested on the grant date.  No compensation was recognized in the three months ended September 30, 2009 for the performance-based shares, as it was determined that it was not probable that the financial performance would be achieved at September 30, 2009. During the second quarter ended December 31, 2009, we determined that it is probable that the Company will achieve the fiscal 2010 financial performance goal, and, as a result, we recorded in the second quarter of fiscal 2010, approximately $209,000 as stock-based compensation for the period July 31, 2009 to December 31, 2009.  In the event that the financial performance for fiscal 2010 is achieved, approximately $461,000 of expense (which is inclusive of the $209,000 recognized through December 31, 2009) would be allocated to fiscal year 2010 as stock-based compensation expense, and the balance of approximately $310,000 would be allocated to fiscal years 2011 and 2012.  In the event that expense is recognized for the performance-based vesting, and, if for any reason the award does not vest due to the financial performance goal not being met, any previously recognized expense would be reversed.

Deferred Tax Assets and Valuation Allowances . Through June 30, 2009, the Company has established a valuation allowance of $12,962,000 million that comprised a full valuation allowance against all deferred tax assets due to the uncertainty of realization.  As of December 31, 2009, the Company has analyzed all positive and negative evidence and concluded that a full valuation allowance is necessary, except to the extent that the Company earned taxable income in the three and six months ended December 31, 2009.  We have realized certain deferred tax assets such that the valuation allowance at December 31, 2009 was reduced to approximately $11,389,000.  Assuming that we continue to generate taxable income in fiscal 2010 and we conclude that it is more likely than not that we will realize such deferred tax assets, it may no longer be necessary for us to maintain a valuation allowance against substantially all of our deferred tax assets.  In that event, we may be able to record a tax benefit for fiscal 2010 that would have the effect of increasing our net income for the current fiscal year and decreasing the amount of the remaining valuation allowance.


 
22

 

 

Net Revenues

Net revenues consist primarily of fees that we generate from the authentication and grading of high-value collectibles, including coins, trading cards, autographs and stamps.  To a lesser extent, we generate collectibles related service revenues (referred to as “other related revenues”) from sales of collectibles club memberships and advertising on our websites and in printed publications and collectibles price guides; subscription-based revenues primarily related to our CCE dealer-to-dealer Internet bid-ask market for coins authenticated and graded by us and CoinFacts; and fees earned from promoting, managing and operating collectibles conventions.  Net revenues also include, to a significantly lesser extent, revenues from the sales of products, consisting primarily of coins that we purchase under our warranty policy which are not considered to be an integral part of our ongoing revenue generating activities.

The following tables set forth the total net revenues for the three and six months ended December 31, 2009 and 2008 between grading and authentication services revenues, and other related services revenues:

   
Three Months Ended December 31,
 
   
2009
   
2008
       
   
Amount
   
% of Net
Revenues
   
Amount
   
% of Net
Revenues
   
Increase
   
(Decrease)
 
 
Amount
   
%
 
   
(Dollars In Thousands)
 
Grading and authentication fees
  $ 7,514       84.6 %   $ 6,370       81.7 %   $ 1,144       18.0 %
Other related services
    1,369       15.4 %     1,432       18.3 %     (63 )     (4.4 )%
Total Net Revenues
  $ 8,883       100.0 %   $ 7,802       100.0 %   $ 1,081       13.9 %

   
Six Months Ended December 31,
 
   
2009
   
2008
       
   
Amount
   
% of Net
Revenues
   
Amount
   
% of Net
Revenues
   
Increase
   
(Decrease)
 
 
Amount
   
%
 
   
(Dollars In Thousands)
 
Grading and authentication fees
  $ 14,995       82.5 %   $ 13,731       81.5 %   $ 1,264       9.2 %
Other related services
    3,186       17.5 %     3,114       18.5 %     72       2.3 %
Total Net Revenues
  $ 18,181       100.0 %   $ 16,845       100.0 %   $ 1,336       7.9 %

 
The following tables set forth certain information regarding the increases (decreases) in net revenues in our larger markets (which are inclusive of revenues from our other related services) and in the number of units graded and authenticated  in the three and six months ended December 31, 2009 and 2008.
 
   
Three Months Ended December 31,
 
               
2009 vs. 2008
 
   
2009
   
2008
   
Increase (Decrease)
 
         
% of Net
         
% of Net
   
Revenues
   
Units Processed
 
   
Amount
   
Revenues
   
Amount
   
Revenues
   
Amounts
   
%
   
Number
   
%
 
Coins
  $ 5,851       65.9 %   $ 4,370       56.0 %   $ 1,481       33.9 %     108.7       37.3 %
Cards and autographs
    2,304       25.9 %     2,540       32.6 %     (236 )     (9.3 )%     (39.3 )     (11.6 )%
Other (1)
    728       8.2 %     892       11.4 %     (164 )     (18.4 )%     (1.9 )     (28.8 )%
 Net Revenues
  $ 8,883       100.0 %   $ 7,802       100.0 %   $ 1,081       13.9 %     67.5       10.6 %


 
23

 


   
Six Months Ended December 31,
 
               
2009 vs. 2008
 
   
2009
   
2008
   
Increase (Decrease)
 
         
% of Net
         
% of Net
   
Revenues
   
Units Processed
 
   
Amount
   
Revenues
   
Amount
   
Revenues
   
Amounts
   
%
   
Number
   
%
 
Coins
  $ 11,408       62.7 %   $ 9,365       55.6 %   $ 2,043       21.8 %     139.3       22.5 %
Cards and autographs
    4,870       26.8 %     5,333       31.7 %     (463 )     (8.7 )%     (48.4 )     (7.1 )%
Other (1)
    1,903       10.5 %     2,147       12.7 %     (244 )     (11.4 )%     (3.8 )     (27.3 )%
 Net Revenues
  $ 18,181       100.0 %   $ 16,845       100.0 %   $ 1,336       7.9 %     87.1       6.6 %

(1)    
Consists of stamps, CCE subscription business, our CFC dealer financing business, and our collectibles convention business.

For the three months ended December 31, 2009, our net revenues increased by $1,081,000, or 13.9%, compared to the corresponding three month period ended December 31, 2008.  That increase in net revenues was primarily attributable to an increase of $1,144,000, or 18%, in grading and authentication fees.  For the six months ended December 31, 2009, net revenues increased by $1,336,000, or 7.9%, from $16,845,000 in fiscal 2009 to $18,181,000 in fiscal 2010, also primarily attributable to a 9.2% increase in grading and authentication fees. The increases in grading and authentication fees of 18.0% and 9.2% for the three and six months ended December 31, 2009, respectively, are attributed primarily to increases in the number of coins graded of 37.3% and 22.5% in three and six months ended December 31, 2009, respectively, over the same respective periods of the prior year, partially offset by reductions in the number of trading cards and autographs graded and authenticated of 11.6% and 7.1% in three and six months ended December 31, 2009, respectively, over the same periods in the prior year.

The  increases of $1,481,000 and $2,043,000 in revenues for coin grading and authentication and other related services for the three and six months ended December 31, 2009, respectively, were due primarily to modern and bulk grading revenue increases of $1,003,000 and $1,538,000, respectively, representing increases of 95% and 68% over the corresponding periods in fiscal 2009, respectively. For the same comparative periods, revenues from grading and authentication of coins at collectible trade shows also increased $160,000 and $250,000, representing increases of 23% and 15%, respectively, over the prior fiscal year, due to an increase in the number of shows attended in those periods.  In addition, revenues from the grading and authentication of vintage coins increased by $253,000 and $85,000, representing increases of 13% and 2%, respectively, for the three and six months ended December 31, 2009, respectively.

We believe the current economic recession and credit crisis has primarily led to a decrease in the volume of trading cards, autographs and stamps submitted for grading and authentication. As shown in the above table, grading and authentication revenues and other related services for trading cards and autographs decreased by $236,000 and $463,000, or 9.3% and 8.7%, for the three and six months ended December 31, 2009, respectively, when compared to the same periods in fiscal 2009. The volume of stamps submitted for grading declined 28.8% and 27.3% for the three and six months ended December 31, 2009, respectively, as compared with the same periods ended December 31, 2008.

Generally, we experience each year, a significant decline in the level of revenue from the first fiscal quarter to the second fiscal quarter due to holidays and the timing of revenue generated from grading performed at collectible shows, as there are fewer trade shows in the second fiscal quarter; as a result, the second fiscal quarter is generally our lowest revenue quarter in the fiscal year. We are encouraged by the overall level of revenue in the second fiscal quarter of fiscal 2010 of $8,883,000 as it represented only a 4.5% decline from the level of revenue in the first fiscal quarter of fiscal 2010 of $9,298,000. This compares favorably with the level of revenue in the second fiscal quarter of fiscal 2009 of $7,802,000 that declined 13.7% from revenue in the first fiscal quarter of fiscal 2009 of $9,043,000.  We believe the continued uncertain economic environment drove investments into hard assets, including gold, which led to the increase in coin transactions by dealers and collectors, which led to an increase in our revenues in the current second quarter.

 
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Although we continue to see positive growth in the level of modern coin submissions, which provided the additional revenue in the second quarter of fiscal 2010, the level of modern coin revenues can be volatile due to specific customer activity or marketing programs in a given period, so it is uncertain at this time if the increase in modern coin submissions is sustainable. Therefore, we are not able to predict whether or not the increase in coin authentication and grading revenues will continue in remaining quarters of fiscal 2010, nor the level of authentication and grading revenues for trading cards, autographs and stamps in fiscal 2010.  In addition, due to the strong performance in our coin grading and authentication business in the first half of 2010, relative to our other businesses, our coin business represented 63% of total revenues, compared to 56% of total revenues in the first half of fiscal 2009; thereby, increasing the importance of our coin grading and authentication business to our overall financial performance.

Gross Profit

Gross profit is calculated by subtracting the cost of revenues from net revenues.  Gross profit margin is gross profit stated as a percent of net revenues.  The costs of authentication and grading revenues consist primarily of labor to authenticate and grade collectibles, production costs, credit card fees, warranty expense, occupancy, security, depreciation, amortization and insurance costs that directly relate to providing authentication and grading services.  Cost of revenues also includes printing, other direct costs of the revenues generated by our other non-grading related services and the costs of product revenues, which represent the carrying value of the inventory of products (primarily collectible coins) that we sold and any inventory related reserves, considered necessary.  In addition, costs of revenues include stock-based compensation attributable to employees whose compensation is classified as part of the costs of authentication and grading revenues.

Set forth below is information regarding our gross profit in the three and six months ended December 31, 2009 and 2008.

   
Three Months Ended December 31,
   
Six Months Ended December 31,
 
   
2009
   
2008
   
2009
   
2008
 
         
Gross
Profit
         
Gross Profit
         
Gross Profit
         
Gross Profit
 
   
Amount
   
Margin
   
Amount
   
Margin
   
Amounts
   
Margin
   
Amount
   
Margin
 
Gross profit
  $ 5,250,000       59.1 %   $ 3,775,000       48.4 %   $ 10,809,000       59.5 %   $ 8,692,000       51.6 %

As indicated in the above table, our gross profit margin increased from 48.4% and 51.6% for the three and six months ended December 31, 2008, respectively, to 59.1% and 59.5% for the three and six months ended December 31, 2009, respectively. This increase primarily reflects (i) increases of 33.9% and 21.8% in coin related revenues for these comparative periods on which we earn a higher gross profit margin (ii) lower direct costs of 8% in both comparative periods, as a result of our cost reduction programs and operational efficiencies, such that the increases in revenues, as discussed above, generated improvements in our gross profit margin and (iii) a reduction in stock-based compensation expense in fiscal 2010 as a result of awards granted in periods prior to fiscal 2009 became fully vested in fiscal 2009.

Selling and Marketing Expenses

Selling and marketing expenses include advertising and promotions costs, trade-show related expenses, customer service personnel costs, depreciation and outside services.  Set forth below is information regarding our selling and marketing expenses in the three and six months ended December 31, 2009 and 2008.