(Mark
One)
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ý
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the fiscal year ended June 30, 2006
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OR
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q
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 [NO FEE REQUIRED]
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For
the transition period from _______ to _____
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Delaware
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33-0846191
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
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Incorporation
or organization)
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1921
E. Alton Avenue, Santa Ana, California
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92705
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(Address
of principal executive offices)
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(Zip
Code)
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PART
I
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Page
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1
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Item
1.
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1
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Item
1A
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27
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Item
2.
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34
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Item
3.
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34
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Item
4.
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34
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PART
II
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Item
5.
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36
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Item
6.
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37
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Item
7.
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40
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Item
7A.
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57
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Item
8.
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58
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59
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60
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61
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62
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63
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64
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66
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Item
9.
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93
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Item
9A
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93
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Item
9B
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96
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PART
III
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Item
10.
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96
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Item
11.
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96
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Item
12.
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96
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Item
13.
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96
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Item
14.
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96
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PART
IV
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Item
15.
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97
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S-1
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E-1
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•
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Certifications
by our independent experts of their authenticity; that is, confirmation
that the collectibles are real and are what they have been represented
to
be; and
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•
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Evaluations
of their physical condition and appearance and the assignment of
a grade
by our independent experts on the basis of uniform quality
standards.
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• |
“AGL”
(American Gemological Laboratories), which is the brand name of our
independent third party colored gemstone grading
business.
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Units
Processed
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|||||||||||||||||||
2006
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2005
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2004
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|||||||||||||||||
Coins
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1,789,000
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55
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%
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1,670,000
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58
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%
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1,241,000
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53
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%
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||||||||||
Sportscards
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1,199,000
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37
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%
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1,084,000
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38
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%
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998,000
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43
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%
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||||||||||
Autographs
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181,000
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6
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%
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77,000
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3
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%
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68,000
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3
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%
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||||||||||
Stamps
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38,000
|
1
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%
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26,000
|
1
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%
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16,000
|
1
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%
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||||||||||
Currency
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29,000
|
1
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%
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3,000
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-
|
-
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-
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||||||||||||
Diamonds
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5,000
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-
|
-
|
-
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-
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-
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|||||||||||||
Total
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3,241,000
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100
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%
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2,860,000
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100
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%
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2,323,000
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100
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%
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Declared
Values (000)
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|||||||||||||||||||
2006
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2005
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2004
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|||||||||||||||||
Coins
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$
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1,613,000
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90
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%
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$
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1,191,000
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91
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%
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$
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993,000
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90
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%
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|||||||
Sportscards
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75,000
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4
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%
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66,000
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5
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%
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67,000
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6
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%
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||||||||||
Autographs
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15,000
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1
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%
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26,000
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2
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%
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31,000
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3
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%
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||||||||||
Stamps
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21,000
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1
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%
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17,000
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1
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%
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10,000
|
1
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%
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||||||||||
Currency
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43,000
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2
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%
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8,000
|
1
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%
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-
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-
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|||||||||||
Diamonds
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27,000
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2
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%
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-
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-
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-
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-
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||||||||||||
Total
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$
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1,794,000
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100
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%
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$
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1,308,000
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100
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%
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$
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1,101,000
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100
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%
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•
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they
were fragmented and localized, which limited both the variety of
available
collectibles, diamonds and colored gemstones and the number of potential
buyers;
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•
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transaction
costs were often relatively high due to the number of intermediaries
involved;
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•
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buyers
usually lacked the information needed to determine the authenticity
and
quality and, hence the value, of the collectibles, diamonds and colored
gemstones being sold; and
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•
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buyers
and sellers were vulnerable to fraudulent practices because they
had to
rely on the dealers or other sellers in the often long distribution
channel for opinions or representations as to authenticity and
quality.
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—
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to
increase the demand for and use of our services not only by dealers,
but
also by collectors, only a relatively small percentage of which use
independent authentication or grading services;
and
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—
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to
introduce new value-added services to customers in our existing
collectibles markets.
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•
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Identifying
and entering other high-value collectibles or high-value asset markets
where we believe we can succeed in building and meeting the demand
among
dealers, sellers and buyers for independent, third party authentication
and grading services.
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•
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Collectors
Universe Invitationals.
Since 2001, we have been holding special “invitation-only” events for our
authorized PCGS and PSA dealers. At those events, dealers have the
opportunity to meet and engage in collectibles trading with other
invited
dealers. To facilitate collectibles trading at these events, we offer
same
day, on-site authentication and grading services, enabling the dealers
to
complete their transactions while at the invitationals. In fiscal
2006, we
held nine dealer invitationals.
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• |
Participation
at Collectibles Trade Shows.
Each year we participate in approximately 30 collectibles trade shows
that
attract collectibles dealers and collectors who buy and sell collectibles
at those shows. We offer same day, on-site authentication and grading
services, which facilitate the trading and sales of collectibles
at these
shows and conventions. At the same time, we obtain additional brand
exposure and generate increased revenues, because dealers and collectors
generally are willing to pay higher fees for same day, on-site services.
In July 2006, we acquired Expos Unlimited LLC (“Expos”), a tradeshow
management company that operates two of well-known coin, stamp and
collectibles shows in Long Beach and Santa Clara, California,
respectively. This acquisition assures us of the continued availability
of
these two show venues for our authentication and grading services,
provides us a platform for inaugurating and conducting collectibles
shows
in our other markets and adds management personnel who are experienced
in
managing and conducting collectibles trade
shows.
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•
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Sales
of Website Advertising.
We began selling advertising on our websites to collectibles dealers
and
auctioneers in the markets in which we offer our branded authentication
and grading services. Due to the increasing number of visitors to
our
websites, we are able to offer those dealers and auctioneers the
opportunity to market their products and services to an increased
number
of prospective customers.
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•
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Dealer
Financing Program.
Under this program, we offer short-term loans, primarily to established
collectibles dealers and collectors that use our authentication and
grading services. The loans, which are collateralized by the collectibles
that dealers submit to us for authentication and grading, are intended
to
provide those dealers and collectors with working capital. We believe
these loans will provide an incentive to dealers to submit additional
collectibles to us for authentication and grading, as well as generating
interest income for us.
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•
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Autograph
Grading Services.
We launched autograph grading services, beginning with single signed
baseballs. Our autograph grading service meets existing and creates
additional demand for differentiation in the quality, and thus in
the
value, of autographed memorabilia. Our grading is based primarily
on
sharpness, intensity, readability and clarity of
autographs.
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•
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Expansion
of Website Information Services.
We have been expanding the information available on our websites,
including the addition of: (i) historical coin auction prices; (ii)
reproductions of historical reference books; and (iii) the contents
of
famous coin, sportscard and stamp collections. These services are
designed
to attract new collectors, increase the number of visitors to our
websites
and increase advertising revenues. During the years ended June 30,
2006,
2005 and 2004, on a combined basis, our five websites attracted,
on
average, over 227,000, 167,000, and 154,000 visitors, respectively,
per
week.
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•
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Photography
Services.
We now offer digital photography for collectibles that are submitted
to us
for authentication and grading. The digital images can be used by
dealers
for recordkeeping purposes and by both dealers and collectors when
listing
collectibles on internet auction sites, such as eBay. We believe
that we
are able to offer digital photography services more efficiently than
other
service providers, because we will be able to easily incorporate
this
service as part of our authentication and grading
processes.
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•
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eBay
Promotional Programs.
Leveraging our expertise and reputation as a leading independent
third
party authenticator and grader of high-value collectibles, we work
with
eBay to create programs designed to increase the marketability of
collectibles on its auction websites and, at the same time, promote
our
authentication and grading services. We offer a fee-based “Quick Opinion”
autograph authentication service to visitors on eBay’s sports memorabilia
auction website. Our autograph experts render an authenticity opinion
based on an examination of the digital image of the autograph posted
on
eBay. We also have included, at eBay’s request, information about the
benefits of our authentication and grading services on our websites,
to
which eBay has placed links on its collectibles websites in order
to make
that information readily accessible to its
users.
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•
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“First
Strike®” Program.
Every January, the U.S. Mint produces, in limited quantities, issues
of
newly minted gold and silver coins in sealed containers showing a
date of
sealing by the U.S. Mint in January. In the third quarter of fiscal
2005,
PCGS introduced a new “First
Strike”
program designed to generate submissions of these coins to us for
authentication and grading. If those coins are submitted to us in
their
original Mint-sealed containers or with other evidence that they
are part
of such an issue and are uncirculated, we authenticate and grade
and,
then, encapsulate them in our tamper-evident, clear plastic holders
with
an imprint designating the coins as First
Strike
coins. We inaugurated our First
Strike
authentication and grading program in January 2005 for newly-minted
U.S.
Gold and Silver Eagle bullion coins. We believe that, due to their
limited
availability, First
Strike
coins will generate interest among and demand for our authentication
and
grading services from dealers and collectors seeking to buy or sell
Gold
Eagle and Silver Eagle bullion coins. In fiscal year 2006, we increased
the number of First
Strike
units graded and authenticated to 253,000 from 75,000 in fiscal
2005.
|
• |
Provided
increased security for purchasers of diamonds by including, with
each
diamond that is graded by GCAL, a “Gemprint” of the diamond, which is a
digital image of its unique refractive light pattern, using our patented
non-invasive diamond identification process. GCAL stores the Gemprint
in
its computer database, cross-indexed to the diamond’s GCAL grading
certificate. As a result, if a dealer or consumer wants to sell the
diamond at a future date, the seller can provide the prospective
purchaser
with evidence that the diamond being sold is, in fact, the diamond
that
was originally graded by and described in the grading certificate
issued
by GCAL, by (i) using the Gemprint process to produce another digital
image of the diamond at the time of sale and (ii) comparing that
digital
image to one stored in GCAL’s database. Consequently, the Gemprint process
enables GCAL to provide an additional measure of protection against
misrepresentations of diamond quality that can occur by, for example,
switching a diamond grading certificate issued for a higher quality
diamond to a lower quality diamond or by altering the grading certificate.
|
• |
Launched
the Five Star Diamond Grading Certificate that includes five distinct
services bundled into one certificate at a 20% to 50% discount to
the fees
that we believe the customer would have to pay to purchase these
services
separately. GCAL’s Five Star certificate also means that the customer need
only keep a single grading certificate, rather than having to maintain
multiple grading certificates issued by the different grading services.
The five bundled services include:
|
— |
Direct
Light Performance Analysis,
which is a service that directly measures the light return from a
diamond
and expresses that return in calculations, of Optical Brilliance
and,
Optical Symmetry, using descriptive terms from Excellent, Very Good,
and
Good to Fair. These results are based on the measurement of the number
of
pixels in light return from incident light. The results are shown
on the
certificate in two digital images of the diamond along with the two
associated adjectival descriptions for Brilliance and Symmetry. The
easily
understood graphics and rating assist a potential diamond buyer in
comparing the visual qualities of one diamond to
another.
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— |
Gemprint
Security Registration,
which is a service that captures the unique light refraction pattern
of a
diamond in a digital format and records the unique “fingerprint” of the
diamond, and registers that image in a database. At any time after
the
diamond has been certified by GCAL and a Gemprint registered, the
diamond
may be matched to this database by taking another Gemprint of the
diamond
and comparing the digital image of the requested diamond to the registered
database using the Gemprint proprietary algorithm. This process provides
assurance that a GCAL certified diamond can be matched to the original
certificate making it possible to detect misrepresentations of the
quality
of the diamond by switching or altering its grading
certificates.
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— |
Laser
Inscription,
which is a service that inscribes information using a cold laser
on the
girdle of the diamond. Laser inscription is often used for quick
identification, engraving of logos or particular phrases. Laser
inscription is only a few microns deep into the diamond and can be
easily
removed and is one of the most often requested extra services that
is
included in the GCAL bundled
services.
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— |
Grading
Guarantee,
which
is a
limited warranty that provides assurance to the diamond
purchaser that if the
diamond is
submitted for re-grading, within
one year following
the date of its
original examination
(which may occur as a result of a resale of the diamond),
the color and clarity grades on
the re-grading will be
within one grade of
the color and clarity grades assigned on
the diamond’s
original
grading. This
guarantee is the first and only warranty
issued in
the industry and provides the buyer with increased confidence in
the
quality rating provided by GCAL.
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— |
Fair
and Consistent Clarity and Color Certification,
which is the result of the consensus process employed
by
GCAL, where at least two qualified diamond experts must agree on
the
subjective grading of Clarity and Color, two of the four “C’s” of diamond
grading. The other two “C’s” are Carat and Cut, both of which are measured
by high technology machines. Differences in one grade of Clarity
or one
grade of Color may result in value differences in the marketplace
of from
10% to 50%.
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•
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Launched
the Source VeritasSM
Passport that includes all of the benefits of the Five Star Diamond
Grading Certificate and provides the assurance that the diamond
was
cut and polished from a rough diamond mined
in
compliance with the Kimberley Process (www.kimberleyprocess.com)
and the
2003 Clean Diamond Act, as may be applicable, which are designed
to assure
that the diamond being sold was not mined in a country where diamond
sales
are used to fund rebel movements against legitimate countries.
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Antique
silver
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Musical
instruments
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Art
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Political
memorabilia
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Art
glass
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Postcards
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Comic
books
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Rare
books
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Entertainment
memorabilia
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Watches
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Estate
jewelry
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Wine
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•
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Direct
Advertising.
We directly address collectors by advertising our services in trade
journals and periodicals in each of our markets. Those journals include
Coin
World,
Linn’s
Stamp News,
Sports
Collectors Digest
and Autograph
Collector Magazine.
We make personal appearances at major, national-market trade shows
around
the United States that are attended by collectors, as well as dealers.
We
also participate in and support programs conducted by non-profit
associations whose members are primarily collectors, such as the
American
Numismatic Association and the American Stamp Dealers
Association.
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•
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Set
Registry Programs.
We provide collectors with the opportunity to participate in free
Internet
“Set
Registry” programs that we host on our collectibles websites. These
programs encourage collectors to assemble full sets of related
collectibles that have been authenticated and graded by us. Generally,
each registered set is comprised of between 50 and 200 separate,
but
related, collectibles. Examples include particular issues of coins,
such
as Twenty Dollar Gold Double Eagles or Morgan Silver Dollars; particular
sets of sportscards, such as all Hall of Fame pitchers or a particular
team, like the 1961 Yankees; or sets of collectible stamps, such
as
Columbian Commemoratives or Graf Zeppelin Airmail stamps. Our Set
Registry
programs enable collectors:
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—
|
to
register their sets on our websites, which provides them with an
off-site
reference source for insurance and informational
purposes;
|
—
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to
display on our websites, and compare the completeness and quality
grades
of, the collectibles making up their sets to those of other collectors
who
have registered similar sets on our websites, thereby creating a
competitive aspect to collecting that adds to its excitement;
and
|
—
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to
enter our annual Company-sponsored
Set Registry competitions and awards programs in which collectors
can win
awards for having collected the most complete and highest graded
sets of
particular series or issues of coins, sportscards or
stamps.
|
•
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Trade
Publication Advertising and Direct Communications.
We communicate to dealers and auctioneers by direct contact and through
advertising in trade journals and publications in the respective
markets.
Those journals include Coin
World,
Linn’s
Stamp News,
Sports
Collectors Digest
and Autograph
Collector Magazine.
We also communicate with our dealers and with auctioneers by direct
mail,
email, and telephone.
|
•
|
Trade
Shows and Conventions.
There are numerous collectibles trade shows and conventions held
annually
in the United States, of which approximately 30 generally are considered
to be the largest and most significant in the collectible coin,
sportscard, autograph and stamp markets. At these shows and conventions,
collectibles dealers gather on a trading floor or “bourse” to buy and sell
collectibles. We offer same day, on-site authentication and grading
services, which facilitate the trading and sales of collectibles
at these
shows and conventions. At the same time, we obtain additional brand
exposure and generate increased revenues, because dealers and collectors
generally are willing to pay higher fees for same day, on-site
services.
|
•
|
Our
Dealer Invitationals.
We sponsor and host 8-to-10 “invitation-only” events per year for our
larger dealers that provide them with forums for buying and selling
their
collectibles. We also offer same day, on-site authentication and
grading
services at these invitationals. Like the other trade shows and
conventions we attend, these invitationals enable us to generate
additional authentication and grading revenues. At the same time,
because
we host the invitationals, they provide additional brand exposure
and
build goodwill for us among the collectibles
dealers.
|
•
|
Authorized
Dealer Network.
We have implemented authorized dealer programs for coin and sportscard
collectibles dealers and auction companies. Authorized dealers are
able to
use our marketing materials which are designed to promote our services
and
those of our authorized dealers to collectors. Those materials include
“point of sale” and “point of purchase” displays and brochures and direct
mail pieces for insertion in customer mailings. In addition, authorized
dealers may use our brand logotypes on their websites to attract
buyers
for coins and sportscards that have been authenticated and graded
by us.
We also conduct joint marketing programs with our authorized dealers
in
which we provide financial support for dealer marketing programs,
approved
by us, that promote both the dealer’s products and services and our
authentication and grading
services.
|
•
|
Jewelry
Trade Publication Advertising, Trade Show Appearances and Educational
Seminars. GCAL
advertises in the major jewelry trade publications and maintains
an active
press relations campaign. GCAL was featured in the June 2006 issue
of
Modern
Jeweler
for the launch of the new GCAL service Source Veritas Passport. GCAL
also
attends the major jewelry trade shows primarily in the summer (targeted
at
the fall and holiday selling season) and late fall and winter (targeted
at
the Valentine’s Day and Mother’s Day season). GCAL also has the
opportunity to hold educational seminars at some of the trade shows
and
in-store training on grading issues and the use of the GCAL diamond
grading certificate in retail transactions. Because colored gemstones
are
sold at retail through virtually identical channels of distribution,
AGL
will utilize these same communication channels in trade publications,
trade show appearances and educational seminars. This increased
utilization of the existing communications links, will allow for
significant synergy between GCAL and AGL with respect to the time,
energy,
messaging and expenses in these venues.
|
•
|
Cross-Marketing
Between GCAL and AGL. GCAL
is establishing relationships with retailers to provide diamond
authentication and grading services for the middle market. By introducing
the AGL brand to the retailers and drawing on the high value brand
recognition of AGL and a more value-driven pricing program, we believe
we
can cross-market AGL services to the GCAL relationships. On the other
hand, AGL has relationships with some of the high value sellers like
Sotheby’s and Christies. By introducing GCAL to these high value sellers
and describing the benefits of GCAL certification including guaranteed
grading and the security benefits of Gemprint, we believe we can
cross-market GCAL to the AGL
relationships.
|
•
|
Informative
and Educational Web Pages.
We have created web pages for eBay specifically designed to inform
and
educate eBay buyers and sellers about the benefits of our authentication
and grading services. eBay includes, on its collectibles web pages,
links
to our web pages and encourages its collectibles customers to use
our
services. eBay has similar programs with other collectibles authentication
and grading services.
|
•
|
Quick
Opinion Autograph Authentication Service.
We have developed, for eBay’s customers that visit its sports memorabilia
auction website, a fee-based “Quick Opinion” autograph authentication
service. For a prescribed fee, currently $7 per autograph, an eBay
visitor
that is interested in selling or buying an autographed item of memorabilia
on the eBay auction website can obtain, from one of our autograph
experts,
a “quick” opinion as to the authenticity of the autograph, generally
provided within a day of submission. The opinion is based on an
examination of a digital image of the autograph posted on eBay and,
due to
the limitations inherent in this process, we do not warrant the accuracy
of these opinions. The fees generated by this service are shared
between
us and eBay.
|
•
|
Other
Initiatives.
We have maintained an ongoing dialogue with eBay regarding other
programs
that will attract collectibles sellers and buyers and make it easier
for
them to complete collectibles transactions on eBay’s collectibles auction
websites. For example, the Chief Executive Officer of the Company
has been
invited and attended the eBay Collectibles Summit meetings where
there is
discussion and an exchange of ideas relating to increasing the listings
and sales on eBay in the collectibles
markets.
|
Registered
Marks
|
Unregistered
Marks
|
|||
Collectors
Universe
|
World
Series of Grading
|
PSE
|
||
PCGS
|
CU3000
|
Coin
Universe
|
||
Professional
Sports Authenticator
|
PSE
|
Collectors.com
|
||
PSA
|
History
in Your Hands
|
Record
Universe
|
||
PSA/DNA
|
First
Strike
|
PCGS
Currency
|
||
Currency
Universe
|
Diamond
Market Monitor
|
Set
Registry
|
||
First
Strike
|
Diamond
Profile
|
Expos
Unlimited
|
||
Gemprint
Appraiser
|
Gemprint
|
Long
Beach Coin, Stamp and Collectibles Expo
|
||
Palmieri’s
Market Monitor
|
Professional
Currency Grading
|
Santa
Clara Coin, Stamp and Collectibles Expo
|
||
Quick
Opinion
|
Source
Veritas
|
|||
Sports
Market Report
|
AGL
|
•
|
difficulties
in integrating newly acquired or newly started businesses into existing
operations, as a result of which we may incur increased operating
costs
that would adversely affect our operating
results;
|
•
|
the
risk that our current and planned facilities, computer systems and
personnel and controls will not be adequate to support our expanded
operations;
|
•
|
diversion
of management time and capital resources from our existing businesses,
which could adversely affect their performance and our operating
results;
|
•
|
dependence
on key management personnel of acquired or newly started businesses
and
the risk that we will be unable to integrate or retain such
personnel;
|
•
|
the
risk that new services we may introduce or begin offering, whether
as a
result of internal expansion or business acquisitions, will not gain
acceptance;
|
•
|
competition
from established or larger competitors in new markets, such as (in
our
diamond grading business), which could adversely affect the financial
performance of any of the businesses we may have acquired or started;
and
|
•
|
the
risk that the anticipated benefits of any acquisition or of the
commencement of any new business may not be realized, in which event
we
will not be able to achieve an acceptable return on our
investment.
|
• |
The
loan underwriting policies and controls we continue to adopt and
implement, which could prove to be inadequate to prevent loan losses
from
occurring;
|
•
|
Our
ability to sell collateral, when a borrower defaults in the payment
of a
loan, for amounts sufficient to offset loan losses, which can be
affected
by a number of factors outside of our control, including (i) changes
in economic conditions, (ii) increases in market rates of interest
and (iii) changes in the condition or value of the collateral that
will secure the loans we make; and
|
• |
The
reserves we will need to establish for potential loan losses, which
may
prove to be inadequate, in which case we would have to incur additional
charges, which would
have the effect of reducing our net income and could negatively impact
our
financial condition.
|
•
|
if
any collectible we have authenticated and sealed in our tamper-evident
plastic cases is later determined not to have been genuine, we would
have
to purchase the collectible at the price paid for it by its then
owner;
and
|
•
|
if
any collectible that was graded by us and sealed in our tamper-evident
plastic cases later receives a lower grade upon resubmission to us
for
grading, we would be obligated either to purchase the collectible
at the
price paid by its then owner or to pay the difference in its value
at its
original grade as compared to its value at the lower
grade.
|
•
|
increases
or decreases in number of collectibles or diamonds graded from period
to
period;
|
•
|
changes
in market conditions that can affect the demand for our authentication
and
grading services, such as a decline in the popularity of certain
collectibles;
|
•
|
general
economic conditions that affect the availability of disposable income
among collectors and consumers; and
|
•
|
the
actions of our competitors.
|
•
|
our
board of directors has the authority to issue common stock and preferred
stock and to determine the price, rights and preferences of any new
series
of preferred stock without stockholder
approval;
|
•
|
there
are limitations on who can call special meetings of our stockholders;
and
|
•
|
stockholders
may not take action by written
consent.
|
Name
|
Age
|
Positions
|
||
Michael
R. Haynes
|
55
|
Chief
Executive Officer
|
||
David
G. Hall
|
59
|
President
|
||
Joseph
J. Wallace
|
46
|
Chief
Financial Officer
|
||
Michael
J. Lewis
|
62
|
Senior
Vice President - Finance and Chief Compliance
Officer
|
Fiscal
2006
|
High
|
Low
|
|||||
First
Quarter
|
$
|
17.54
|
$
|
12.58
|
|||
Second
Quarter
|
16.14
|
11.78
|
|||||
Third
Quarter
|
17.56
|
13.73
|
|||||
Fourth
Quarter
|
16.18
|
13.44
|
Fiscal
2005
|
High
|
Low
|
|||||
First
Quarter
|
$
|
14.87
|
$
|
10.53
|
|||
Second
Quarter
|
20.43
|
14.50
|
|||||
Third
Quarter
|
21.60
|
17.78
|
|||||
Fourth
Quarter
|
19.34
|
14.82
|
Declaration
Date
|
Record
Date:
|
Dividend
Payment
Date
|
||
May
31, 2006
|
June
14, 2006
|
June
28, 2006
|
||
August
15, 2006
|
August
29, 2006
|
September
12, 2006
|
(a)
|
(b)
|
(c)
|
(d)
|
||||||||||
Monthly
Periods
During
the Year Ended
June
30, 2006
|
Total
Number
of
Shares Purchased
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased
as
Part of Publicly Announced
Programs
|
Approximate
Dollar Value
of
Shares that
May
Yet Be
Purchased
Under
the
Programs
|
|||||||||
January
1 to January 31, 2006
|
0
|
N/A
|
0
|
$
|
10,000,000
|
||||||||
February
1 to February 28, 2006
|
0
|
N/A
|
0
|
$
|
10,000,000
|
||||||||
March
1 to March 31, 2006
|
50,000
|
$
|
14.02
|
50,000
|
$
|
9,299,202
|
|||||||
April
1 to April 30, 2006
|
0
|
$
|
0
|
0
|
$
|
9,299,202
|
|||||||
May
1 to May 31, 2006
|
12,451
|
$
|
14.26
|
12,451
|
$
|
9,121,614
|
|||||||
June
1 to June 30, 2006
|
119,400
|
$
|
14.57
|
119,400
|
$
|
7,381,584
|
|||||||
Total
|
181,851
|
$
|
14.40
|
181,851
|
Years
Ended June 30, (1)
|
||||||||||||||||
(in
thousands, except per share data)
|
||||||||||||||||
2006(3)
|
2005
|
2004
|
2003
|
2002
|
||||||||||||
Consolidated
Statement of Operations Data:
|
||||||||||||||||
Net
revenues
|
$
|
36,914
|
$
|
33,607
|
$
|
26,420
|
$
|
20,337
|
$
|
18,635
|
||||||
Cost
of revenues
|
14,890
|
12,239
|
10,322
|
8,754
|
7,935
|
|||||||||||
Gross
profit
|
22,024
|
21,368
|
16,098
|
11,583
|
10,700
|
|||||||||||
Selling,
general and administrative expenses
|
18,255
|
13,901
|
11,829
|
11,486
|
11,884
|
|||||||||||
Settlement
of lawsuit
|
-
|
500
|
-
|
-
|
-
|
|||||||||||
Amortization
of goodwill
|
-
|
-
|
-
|
-
|
90
|
|||||||||||
Impairment
of goodwill
|
-
|
-
|
-
|
6
|
51
|
|||||||||||
Operating
income (loss)
|
3,769
|
6,967
|
4,269
|
91
|
(1,325
|
)
|
||||||||||
Interest
income, net
|
2,346
|
906
|
135
|
94
|
191
|
|||||||||||
Other
income (expense), net
|
22
|
26
|
(25
|
)
|
(6
|
)
|
(20
|
)
|
||||||||
Income
(loss) before provision (benefit) for income taxes
|
6,137
|
7,899
|
4,379
|
179
|
(1,154
|
)
|
||||||||||
Provision
(benefit) for income taxes
|
2,733
|
3,141
|
1,581
|
(557
|
)
|
(502
|
)
|
|||||||||
Income
(loss) from continuing operations
|
3,404
|
4,758
|
2,798
|
736
|
(652
|
)
|
||||||||||
Income
(loss) from discontinued operations, net of gain
on
sales of discontinued businesses (net of income taxes)
|
296
|
60
|
(1,068
|
)
|
(2,202
|
)
|
(1,858
|
)
|
||||||||
Cumulative
effect of accounting change (net
of income taxes)
|
-
|
-
|
-
|
(8,973
|
)
|
-
|
||||||||||
Net
income (loss)
|
$
|
3,700
|
$
|
4,818
|
$
|
1,730
|
$
|
(10,439
|
)
|
$
|
(2,510
|
)
|
||||
Net
income (loss) per basic share:(2)
|
||||||||||||||||
Income
(loss) from continuing operations
|
$
|
0.40
|
$
|
0.68
|
$
|
0.45
|
$
|
0.12
|
$
|
(0.10
|
)
|
|||||
Income
(loss) from discontinued operations, net of gain
on
sales of discontinued businesses (net of income taxes)
|
0.04
|
0.01
|
(0.17
|
)
|
(0.35
|
)
|
(0.30
|
)
|
||||||||
Cumulative
effect of accounting change (net
of income taxes)
|
-
|
-
|
(1.45
|
)
|
-
|
|||||||||||
Net
income (loss)
|
$
|
0.44
|
$
|
0.69
|
$
|
0.28
|
$
|
(1.68
|
)
|
$
|
(0.40
|
)
|
||||
Net
income (loss) per diluted share: (2)
|
||||||||||||||||
Income
(loss) from continuing operations
|
$
|
0.39
|
$
|
0.64
|
$
|
0.44
|
$
|
0.12
|
$
|
(0.10
|
)
|
|||||
Income
(loss) from discontinued operations, net of gain
on
sales of discontinued businesses (net of income taxes)
|
0.03
|
0.01
|
(0.17
|
)
|
(0.35
|
)
|
(0.30
|
)
|
||||||||
Cumulative
effect of accounting change (net
of income taxes)
|
-
|
-
|
-
|
(1.43
|
)
|
-
|
||||||||||
Net
income (loss)
|
$
|
0.42
|
$
|
0.65
|
$
|
0.27
|
$
|
(1.66
|
)
|
$
|
(0.40
|
)
|
||||
Weighted
average shares outstanding:(2)
|
||||||||||||||||
Basic
|
8,473
|
7,013
|
6,170
|
6,205
|
6,347
|
|||||||||||
Diluted
|
8,782
|
7,452
|
6,463
|
6,294
|
6,347
|
|||||||||||
Balance
Sheet Data:
|
||||||||||||||||
Cash
and cash equivalents
|
$
|
52,110
|
$
|
65,439
|
$
|
21,454
|
$
|
4,482
|
$
|
4,947
|
||||||
Working
capital - continuing operations
|
54,812
|
68,576
|
22,308
|
4,566
|
5,621
|
|||||||||||
Working
capital - discontinued operations
|
75
|
338
|
991
|
13,803
|
13,732
|
|||||||||||
Goodwill
and Intangibles - continuing
|
14,473
|
79
|
-
|
-
|
-
|
|||||||||||
Total
assets - continuing operations
|
78,138
|
75,123
|
32,690
|
15,926
|
11,503
|
|||||||||||
Total
assets - discontinued operations
|
83
|
411
|
1,384
|
16,365
|
34,006
|
|||||||||||
Stockholders'
equity
|
71,906
|
70,566
|
29,366
|
26,319
|
37,128
|
Units
Processed
|
|||||||||||||||||||
2006
|
2005
|
2004
|
|||||||||||||||||
Coins
|
1,789,000
|
55
|
%
|
1,670,000
|
58
|
%
|
1,241,000
|
53
|
%
|
||||||||||
Sportscards
|
1,199,000
|
37
|
%
|
1,084,000
|
38
|
%
|
998,000
|
43
|
%
|
||||||||||
Autographs
|
181,000
|
6
|
%
|
77,000
|
3
|
%
|
68,000
|
3
|
%
|
||||||||||
Stamps
|
38,000
|
1
|
%
|
26,000
|
1
|
%
|
16,000
|
1
|
%
|
||||||||||
Currency(1)
|
29,000
|
1
|
%
|
3,000
|
-
|
-
|
-
|
||||||||||||
Diamonds(2)
|
5,000
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Total
|
3,241,000
|
100
|
%
|
2,860,000
|
100
|
%
|
2,323,000
|
100
|
%
|
Declared
Values (000)
|
|||||||||||||||||||
2006
|
2005
|
2004
|
|||||||||||||||||
Coins
|
$
|
1,613,000
|
90
|
%
|
$
|
1,191,000
|
91
|
%
|
$
|
993,000
|
90
|
%
|
|||||||
Sportscards
|
75,000
|
4
|
%
|
66,000
|
5
|
%
|
67,000
|
6
|
%
|
||||||||||
Autographs
|
15,000
|
1
|
%
|
26,000
|
2
|
%
|
31,000
|
3
|
%
|
||||||||||
Stamps
|
21,000
|
1
|
%
|
17,000
|
1
|
%
|
10,000
|
1
|
%
|
||||||||||
Currency(1)
|
43,000
|
2
|
%
|
8,000
|
1
|
%
|
-
|
-
|
|||||||||||
Diamonds(2)
|
27,000
|
2
|
%
|
-
|
-
|
-
|
-
|
||||||||||||
Total
|
$
|
1,794,000
|
100
|
%
|
$
|
1,308,000
|
100
|
%
|
$
|
1,101,000
|
100
|
%
|
2006
Amount
|
%
|
2005
Amount
|
%
|
2006
vs 2005
%
of Change
|
||||||||||||
Net
revenues
|
$
|
36,914
|
100.0
|
%
|
$
|
33,607
|
100.0
|
%
|
9.8
|
%
|
||||||
Cost
of revenues
|
14,890
|
40.3
|
%
|
12,239
|
36.4
|
%
|
21.7
|
%
|
||||||||
Gross
profit
|
22,024
|
59.7
|
%
|
21,368
|
63.6
|
%
|
3.1
|
%
|
||||||||
Selling
and marketing expenses
|
4,918
|
13.4
|
%
|
3,534
|
10.5
|
%
|
39.2
|
%
|
||||||||
General
and administrative expenses
|
13,337
|
36.1
|
%
|
10,367
|
30.9
|
%
|
28.6
|
%
|
||||||||
Settlement
of lawsuit
|
-
|
0
|
%
|
500
|
1.5
|
%
|
(100.0
|
)%
|
||||||||
Operating
income
|
3,769
|
10.2
|
%
|
6,967
|
20.7
|
%
|
(45.9
|
)%
|
||||||||
Interest
income, net
|
2,346
|
6.3
|
%
|
906
|
2.7
|
%
|
158.9
|
%
|
||||||||
Other
income (expense), net
|
22
|
0.1
|
%
|
26
|
0.1
|
%
|
(15.4
|
%)
|
||||||||
Income
before provision for income taxes
|
6,137
|
16.6
|
%
|
7,899
|
23.5
|
%
|
(22.3
|
)%
|
||||||||
Provision
for income taxes
|
2,733
|
7.4
|
%
|
3,141
|
9.3
|
%
|
(13.0
|
%)
|
||||||||
Income
from continuing operations
|
3,404
|
9.2
|
%
|
4,758
|
14.2
|
%
|
(28.4
|
)%
|
||||||||
Income
from discontinued operations(1)
|
296
|
0.8
|
%
|
60
|
0.1
|
%
|
393.3
|
%
|
||||||||
Net
income
|
3,700
|
10.0
|
%
|
$
|
4,818
|
14.3
|
%
|
(23.2
|
)%
|
|||||||
Net
income per diluted share:
|
||||||||||||||||
Income
from continuing operations
|
$
|
0.39
|
$
|
0.64
|
(39.1
|
)%
|
||||||||||
Income
from discontinued operations(1)
|
0.03
|
0.01
|
200.0
|
%
|
||||||||||||
Net
income
|
$
|
0.42
|
$
|
0.65
|
(35.4
|
)%
|
Fiscal
Years Ended June 30,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
revenues
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||
Cost
of revenues
|
40.3
|
%
|
36.4
|
%
|
39.1
|
%
|
||||
Gross
profit
|
59.7
|
%
|
63.6
|
%
|
60.9
|
%
|
||||
Operating
expenses:
|
||||||||||
Selling
and marketing expenses
|
13.4
|
%
|
10.5
|
%
|
12.0
|
%
|
||||
General
& administrative expenses
|
36.1
|
%
|
30.9
|
%
|
32.7
|
%
|
||||
Settlement
of lawsuit
|
-
|
1.5
|
%
|
-
|
||||||
Total
operating expenses
|
49.4
|
%
|
42.8
|
%
|
44.7
|
%
|
||||
Operating
income
|
10.2
|
%
|
20.7
|
%
|
16.2
|
%
|
||||
Interest
income, net
|
6.3
|
%
|
2.7
|
%
|
0.5
|
%
|
||||
Other
income (expense), net
|
-
|
0.1
|
%
|
(0.1
|
%)
|
|||||
Income
before provision for income taxes
|
16.6
|
%
|
23.5
|
%
|
16.6
|
%
|
||||
Provision
(benefit) for income taxes
|
7.4
|
%
|
9.3
|
%
|
6.0
|
%
|
||||
Income
from continuing operations
|
9.2
|
%
|
14.2
|
%
|
10.6
|
%
|
||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net of income taxes)
|
0.8
|
%
|
0.1
|
%
|
(4.1
|
%)
|
||||
Net
income
|
10.0
|
%
|
14.3
|
%
|
6.5
|
%
|
2006
|
2005
|
2006
vs. 2005
|
|||||||||||||||||||||||
Increase
(Decrease)
|
|||||||||||||||||||||||||
%
of Net
|
%
of Net
|
Revenues
|
Units
Processed
|
||||||||||||||||||||||
Amount
|
Revenues
|
Amount
|
Revenues
|
Amounts
|
Percent
|
Number
|
Percent
|
||||||||||||||||||
(Dollars
in thousands)
|
|||||||||||||||||||||||||
Coins
|
$
|
23,829
|
64.6
|
%
|
$
|
23,203
|
69.0
|
%
|
$
|
626
|
2.7
|
%
|
119,000
|
7.1
|
%
|
||||||||||
Sportscards
|
8,461
|
22.9
|
%
|
8,143
|
24.2
|
%
|
318
|
3.9
|
%
|
115,000
|
10.6
|
%
|
|||||||||||||
Other
(1)
|
4,624
|
12.5
|
%
|
2,261
|
6.8
|
%
|
2,363
|
104.6
|
%
|
147,000
|
138.7
|
%
|
|||||||||||||
$
|
36,914
|
100.0
|
%
|
$
|
33,607
|
100.0
|
%
|
$
|
3,307
|
9.8
|
%
|
381,000
|
13.3
|
%
|
2005
|
2004
|
2005
vs. 2004
|
|||||||||||||||||||||||
Increase
(Decrease)
|
|||||||||||||||||||||||||
%
of Net
|
%
of Net
|
Revenues
|
Units
Processed
|
||||||||||||||||||||||
Amount
|
Revenues
|
Amount
|
Revenues
|
Amounts
|
Percent
|
Number
|
Percent
|
||||||||||||||||||
(Dollars
in thousands)
|
|||||||||||||||||||||||||
Coins
|
$
|
23,203
|
69.0
|
%
|
$
|
17,474
|
66.1
|
%
|
$
|
5,729
|
32.8
|
%
|
429,000
|
34.6
|
%
|
||||||||||
Sportscards
|
8,143
|
24.2
|
%
|
7,126
|
27.0
|
%
|
1,017
|
14.3
|
%
|
86,000
|
8.6
|
%
|
|||||||||||||
Other
(1)
|
2,261
|
6.8
|
%
|
1,820
|
6.9
|
%
|
441
|
24.2
|
%
|
22,000
|
26.2
|
%
|
|||||||||||||
$
|
33,607
|
100.0
|
%
|
$
|
26,420
|
100.0
|
%
|
$
|
7,187
|
27.2
|
%
|
537,000
|
23.1
|
%
|
(1)
|
Consists
of autographs, stamps, currency and diamonds in fiscal 2006; autographs,
stamps and currency in fiscal 2005; and autographs and stamps in
fiscal
2004.
|
Fiscal
Year Ended June 30,
(Dollars
in thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Gross
profit
|
$
|
22,024
|
$
|
21,368
|
$
|
16,098
|
||||
Gross
profit margin
|
59.7
|
%
|
63.6
|
%
|
60.9
|
%
|
Fiscal
Year Ended June 30,
(Dollars
in thousands)
|
|||||
2006
|
2005
|
2004
|
|||
Selling
and marketing expenses
|
$4,918
|
$3,534
|
$3,165
|
||
As
a percentage of net revenues
|
13.4%
|
10.5%
|
12.0%
|
Fiscal
Year Ended June 30,
(Dollars
in thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
General
& administrative expenses
|
$
|
13,337
|
$
|
10,367
|
$
|
8,664
|
||||
As
a percentage of net revenues
|
36.1
|
%
|
30.9
|
%
|
32.7.
|
%
|
Fiscal
Year Ended June 30,
(Dollars
in thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Settlement
of lawsuit
|
$
|
-
|
$
|
500
|
$
|
-
|
||||
As
a percentage of net revenues
|
-
|
1.5
|
%
|
-
|
Year
Ended
June
30,
|
||||
2006
|
||||
Cost
of revenues
|
$
|
302,000
|
||
Selling
and marketing expenses
|
1,000
|
|||
General
and administrative expenses
|
367,000
|
|||
$
|
670,000
|
Year
Ending June 30,
|
|
Amount
|
||
2007
|
$
|
684,000
|
||
2008
|
635,000
|
|||
2009
|
341,000
|
|||
2010
|
31,000
|
|||
Total
|
$
|
1,691,000
|
Fiscal
Year Ended June 30
(Dollars
in thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Interest
income, net
|
$
|
2,346,000
|
$
|
906,000
|
$
|
135,000
|
||||
Percent
of net revenue
|
6.3
|
%
|
2.7
|
%
|
0.5
|
%
|
Fiscal
Year Ended June 30
(Dollars
in thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Provision
for income taxes
|
$
|
2,733,000
|
$
|
3,141,000
|
$
|
1,581,000
|
Fiscal
Year Ended June 30
(Dollars
in thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net
of
income taxes)
|
$
|
296,000
|
$
|
60,000
|
$
|
(1,068,000
|
)
|
Quarterly
Reports of Operations
|
Quarters
Ended
(In
thousands, except per share data)
|
||||||||||||||||||||||||
Sept.
30,
2004
|
Dec.
31,
2004
|
Mar.
31
2005
|
June
30,
2005
|
Sept.
30,
2005
|
Dec.
31,
2005
|
Mar.
31
2006
|
June
30,
2006
(1)
|
||||||||||||||||||
Statement
of Operations Data:
|
|||||||||||||||||||||||||
Net
revenues
|
$
|
8,195
|
$
|
7,982
|
$
|
8,955
|
$
|
8,475
|
$
|
8,825
|
$
|
7,447
|
$
|
10,022
|
$
|
10,620
|
|||||||||
Cost
of revenues
|
2,826
|
2,998
|
3,263
|
3,152
|
3,372
|
3,118
|
4,088
|
4,312
|
|||||||||||||||||
Gross
profit
|
5,369
|
4,984
|
5,692
|
5,323
|
5,453
|
4,329
|
5,934
|
6,308
|
|||||||||||||||||
SG&A
expenses
|
3,244
|
3,040
|
3,464
|
4,153
|
4,310
|
3,944
|
4,632
|
5,369
|
|||||||||||||||||
Settlement
of lawsuit
|
-
|
500
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Operating
income
|
2,125
|
1,444
|
2,228
|
1,170
|
1,143
|
385
|
1,302
|
939
|
|||||||||||||||||
Interest
and other income, net
|
64
|
112
|
225
|
531
|
550
|
616
|
596
|
606
|
|||||||||||||||||
Income
before income taxes
|
2,189
|
1,556
|
2,453
|
1,701
|
1,693
|
1,001
|
1,898
|
1,545
|
|||||||||||||||||
Provision
(benefit) for income taxes
|
878
|
628
|
981
|
654
|
714
|
447
|
804
|
768
|
|||||||||||||||||
Income
from continuing operations
|
1,311
|
928
|
1,472
|
1,047
|
979
|
554
|
1,094
|
777
|
|||||||||||||||||
Income
(loss) from discontinued operations,
net
of gain
on sales of
discontinued businesses
(net
of income taxes)
|
(69
|
)
|
(7
|
)
|
(3
|
)
|
139
|
(12
|
)
|
181
|
-
|
127
|
|||||||||||||
Net
income
|
$
|
1,242
|
$
|
921
|
$
|
1,469
|
$
|
1,186
|
$
|
967
|
$
|
735
|
$
|
1,094
|
$
|
904
|
|||||||||
Net
income per basic share:
|
|||||||||||||||||||||||||
Income
from continuing operations
|
$
|
0.21
|
$
|
0.15
|
$
|
0.21
|
$
|
0.12
|
$
|
0.11
|
$
|
0.07
|
$
|
0.13
|
$
|
0.09
|
|||||||||
Income
(loss) from discontinued operations,
net of gain on sales of
discontinued businesses
(net
of income
taxes)
|
(0.01
|
)
|
-
|
-
|
0.02
|
-
|
0.02
|
-
|
0.02
|
||||||||||||||||
Net
income
|
$
|
0.20
|
$
|
0.15
|
$
|
0.21
|
$
|
0.14
|
$
|
0.11
|
$
|
0.09
|
$
|
0.13
|
$
|
0.11
|
|||||||||
Net
income per diluted share:
|
|||||||||||||||||||||||||
Income
from continuing operations
|
$
|
0.20
|
$
|
0.14
|
$
|
0.19
|
$
|
0.12
|
$
|
0.11
|
$
|
0.06
|
$
|
0.12
|
$
|
0.09
|
|||||||||
Income
(loss) from discontinued operations,
net
of gain on sales of
discontinued
businesses
(net
of income
taxes)
|
(0.01
|
)
|
-
|
-
|
0.01
|
-
|
0.02
|
-
|
0.01
|
||||||||||||||||
Net
income
|
$
|
0.19
|
$
|
0.14
|
$
|
0.19
|
$
|
0.13
|
$
|
0.11
|
$
|
0.08
|
$
|
0.12
|
$
|
0.10
|
|||||||||
Weighted
average shares outstanding
|
|||||||||||||||||||||||||
Basic
|
6,214
|
6,242
|
7,113
|
8,479
|
8,486
|
8,488
|
8,485
|
8,433
|
|||||||||||||||||
Diluted
|
6,569
|
6,695
|
7,571
|
8,902
|
8,806
|
8,803
|
8,822
|
8,750
|
Quarters
Ended
(In
thousands)
|
|||||||||||||||||||||||||
Sept.
30,
2004
|
Dec.
31,
2004
|
Mar.
31,
2005
|
June
30,
2005
|
Sept.
30,
2005
|
Dec.
31,
2005
|
Mar.
31,
2006
|
June
30,
2006
|
||||||||||||||||||
Selected
Operating Data:
|
|||||||||||||||||||||||||
Units
authenticated or graded
|
|||||||||||||||||||||||||
Coins
|
371
|
421
|
449
|
429
|
395
|
357
|
474
|
563
|
|||||||||||||||||
Sportscards
|
265
|
253
|
283
|
283
|
283
|
275
|
315
|
326
|
|||||||||||||||||
Autographs
|
22
|
17
|
15
|
23
|
55
|
34
|
45
|
47
|
|||||||||||||||||
Stamps
|
5
|
7
|
7
|
7
|
9
|
7
|
10
|
12
|
|||||||||||||||||
Currency
|
-
|
-
|
-
|
3
|
9
|
5
|
9
|
6
|
|||||||||||||||||
Diamonds
|
-
|
-
|
-
|
-
|
-
|
1
|
1
|
3
|
|||||||||||||||||
Total
|
663
|
698
|
754
|
745
|
751
|
679
|
854
|
957
|
2007
|
$
|
1,410,000
|
||
2008
|
1,594,000
|
|||
2009
|
1,585,000
|
|||
2010
|
840,000
|
|||
2011
|
393,000
|
|||
Thereafter
|
1,756,000
|
|||
$
|
7,578,000
|
Declaration
Date
|
Record
Date
|
Dividend
Payment Date
|
||
May
31, 2006
|
June
14, 2006
|
June
28, 2006
|
||
August
15, 2006
|
August
29, 2006
|
September
12, 2006
|
Page
|
|
Report
of Grant Thornton LLP, Independent Registered Public Accounting
Firm
|
59
|
Report
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm
|
60
|
Consolidated
Balance Sheets at June 30, 2006 and 2005
|
61
|
Consolidated
Statements of Operations for the Years Ended June 30, 2006, 2005
and
2004
|
62
|
Consolidated
Statements of Stockholders’ Equity For the Years Ended June 30, 2006, 2005
and 2004
|
63
|
Consolidated
Statements of Cash Flows for the Years Ended June 30, 2006, 2005
and
2004
|
64
|
Notes
to Consolidated Financial Statements For the Years Ended June 30,
2006,
2005 and 2004
|
66
|
June
30,
|
|||||||
ASSETS
|
2006
|
2005
|
|||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
52,110
|
$
|
65,439
|
|||
Accounts
receivable, net of allowance of $37 in 2006 and $38 in
2005
|
1,753
|
1,508
|
|||||
Inventories,
net
|
437
|
436
|
|||||
Prepaid
expenses and other current assets
|
1,010
|
1,102
|
|||||
Customer
notes receivable, net of allowance of $16 in 2006 and $0 in
2005
|
3,797
|
1,560
|
|||||
Deferred
income taxes
|
1,414
|
2,854
|
|||||
Receivables
from sale of net assets of discontinued operations
|
196
|
63
|
|||||
Current
assets of discontinued operations held for sale
|
83
|
365
|
|||||
Total
current assets
|
60,800
|
73,327
|
|||||
Property
and equipment, net
|
1,897
|
857
|
|||||
Goodwill
|
9,799
|
-
|
|||||
Intangible
assets, net
|
4,674
|
79
|
|||||
Note
receivable from sale of discontinued operation
|
321
|
-
|
|||||
Deferred
income taxes
|
342
|
1,051
|
|||||
Other
assets
|
388
|
174
|
|||||
Non-current
assets of discontinued operations held for sale
|
-
|
46
|
|||||
$
|
78,221
|
$
|
75,534
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
907
|
$
|
753
|
|||
Accrued
liabilities
|
2,043
|
1,563
|
|||||
Accrued
compensation and benefits
|
1,075
|
1,069
|
|||||
Income
taxes payable
|
496
|
-
|
|||||
Deferred
revenue
|
1,384
|
1,001
|
|||||
Current
liabilities of discontinued operations held for sale
|
8
|
27
|
|||||
Total
current liabilities
|
5,913
|
4,413
|
|||||
Deferred
rent
|
402
|
386
|
|||||
Other
long-term liabilities
|
-
|
169
|
|||||
Commitments
and contingencies (note 15)
|
-
|
-
|
|||||
Stockholders’
equity:
|
|||||||
Preferred
stock, $.001 par value; 5,000 shares authorized;
|
|||||||
no
shares issued or outstanding
|
-
|
-
|
|||||
Common
stock, $.001 par value; 45,000 shares authorized;
|
|||||||
Shares
issued: 8,475 in 2006 and 8,610 in 2005;
|
|
||||||
Shares
outstanding (net of treasury stock): 8,350 in 2006 and 8,485 in
2005
|
8
|
9
|
|||||
Additional
paid-in capital
|
76,909
|
78,594
|
|||||
Accumulated
deficit
|
(3,990
|
)
|
(7,016
|
)
|
|||
Treasury
stock, at cost (125 shares)
|
(1,021
|
)
|
(1,021
|
)
|
|||
Total
stockholders’ equity
|
71,906
|
70,566
|
|||||
$
|
78,221
|
$
|
75,534
|
Year
Ended June 30,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
revenues:
|
||||||||||
Grading,
authentication and related services
|
$
|
36,914
|
$
|
33,607
|
$
|
26,420
|
||||
Cost
of revenues:
|
||||||||||
Cost
of grading, authentication and related services
|
14,890
|
12,239
|
10,322
|
|||||||
Gross
profit
|
22,024
|
21,368
|
16,098
|
|||||||
Operating
expenses:
|
||||||||||
Selling
and marketing expenses
|
4,918
|
3,534
|
3,165
|
|||||||
General
and administrative expenses
|
13,337
|
10,367
|
8,664
|
|||||||
Settlement
of lawsuit
|
-
|
500
|
-
|
|||||||
Total
operating expenses
|
18,255
|
14,401
|
11,829
|
|||||||
Operating
income
|
3,769
|
6,967
|
4,269
|
|||||||
Interest
income, net
|
2,346
|
906
|
135
|
|||||||
Other
income (expense), net
|
22
|
26
|
(25
|
)
|
||||||
Income
before provision for income taxes
|
6,137
|
7,899
|
4,379
|
|||||||
Provision
for income taxes
|
2,733
|
3,141
|
1,581
|
|||||||
Income
from continuing operations
|
3,404
|
4,758
|
2,798
|
|||||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net
of
income taxes)
|
296
|
60
|
(1,068
|
)
|
||||||
Net
income
|
$
|
3,700
|
$
|
4,818
|
$
|
1,730
|
||||
Net
income per basic share:
|
||||||||||
Income
from continuing operations
|
$
|
0.40
|
$
|
0.68
|
$
|
0.45
|
||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net
of
income taxes)
|
0.04
|
0.01
|
(0.17
|
)
|
||||||
Net
income
|
$
|
0.44
|
$
|
0.69
|
$
|
0.28
|
||||
Net
income per diluted share:
|
||||||||||
Income
from continuing operations
|
$
|
0.39
|
$
|
0.64
|
$
|
0.44
|
||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net
of
income taxes)
|
0.03
|
0.01
|
(0.17
|
)
|
||||||
Net
income
|
$
|
0.42
|
$
|
0.65
|
$
|
0.27
|
||||
Weighted
average shares outstanding:
|
||||||||||
Basic
|
8,473
|
7,013
|
6,170
|
|||||||
Diluted
|
8,782
|
7,452
|
6,463
|
Common
Stock
|
Additional
Paid-in
|
Retained
Earnings
(Accumulated
|
Treasury
Stock
|
|||||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit)
|
Shares
|
Amount
|
Total
|
||||||||||||||||
Balance
at June 30, 2003
|
6,255
|
$
|
6
|
$
|
40,898
|
$
|
(13,564
|
)
|
(125
|
)
|
$
|
(1,021
|
)
|
$
|
26,319
|
|||||||
Exercise
of stock options
|
204
|
-
|
883
|
-
|
-
|
-
|
883
|
|||||||||||||||
Tax
benefit on exercise of
stock options
|
-
|
-
|
342
|
-
|
-
|
-
|
342
|
|||||||||||||||
Issuances
of stock under stock purchase plan and related compensation
expense
|
12
|
-
|
92
|
-
|
-
|
-
|
92
|
|||||||||||||||
Net
income
|
-
|
-
|
-
|
1,730
|
-
|
-
|
1,730
|
|||||||||||||||
Cancellation
of stock issued to a
former officer
|
(133
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||
Balance
at June 30, 2004
|
6,338
|
$
|
6
|
$
|
42,215
|
$
|
(11,834
|
)
|
(125
|
)
|
$
|
(1,021
|
)
|
$
|
29,366
|
|||||||
Issuance
of common stock in public
offering (net of expenses)
|
2,196
|
2
|
35,655
|
-
|
-
|
-
|
35,657
|
|||||||||||||||
Exercise
of stock options
|
71
|
1
|
283
|
-
|
-
|
-
|
284
|
|||||||||||||||
Tax
benefit on exercise of
stock options
|
-
|
-
|
338
|
-
|
-
|
-
|
338
|
|||||||||||||||
Issuances
of stock under stock purchase plan and related
compensation expense
|
5
|
-
|
103
|
-
|
-
|
-
|
103
|
|||||||||||||||
Net
income
|
-
|
-
|
-
|
4,818
|
-
|
-
|
4,818
|
|||||||||||||||
Balance
at June 30, 2005
|
8,610
|
$
|
9
|
$
|
78,594
|
$
|
(7,016
|
)
|
(125
|
)
|
$
|
(1,021
|
)
|
$
|
70,566
|
|||||||
Exercise
of stock options
|
47
|
-
|
243
|
-
|
-
|
-
|
243
|
|||||||||||||||
Stock
compensation expenses
|
-
|
-
|
670
|
-
|
-
|
-
|
670
|
|||||||||||||||
Tax
benefit on exercise of
stock options
|
-
|
-
|
29
|
-
|
-
|
-
|
29
|
|||||||||||||||
Shares
repurchased and cancelled under the Stock Repurchase Plan
|
(182
|
)
|
(1
|
)
|
(2,627
|
)
|
-
|
-
|
-
|
(2,628
|
)
|
|||||||||||
Net
income
|
-
|
-
|
-
|
3,700
|
-
|
-
|
3,700
|
|||||||||||||||
Dividends
paid ($0.08 per share)
|
-
|
-
|
-
|
(674
|
)
|
-
|
-
|
(674
|
)
|
|||||||||||||
Balance
at June 30, 2006
|
8,475
|
$
|
8
|
$
|
76,909
|
$
|
(3,990
|
)
|
(125
|
)
|
$
|
(1,021
|
)
|
$
|
71,906
|
Year
ended June 30,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
income
|
$
|
3,700
|
$
|
4,818
|
$
|
1,730
|
||||
Adjustments
to reconcile net income to net cash provided
|
||||||||||
by
operating activities:
|
||||||||||
Depreciation
and amortization
|
919
|
443
|
647
|
|||||||
Stock-based
compensation expense
|
670
|
33
|
50
|
|||||||
Tax
benefit from exercise of stock options
|
29
|
338
|
342
|
|||||||
Loss
on termination of sublease
|
83
|
-
|
-
|
|||||||
Discontinued
operations
|
(296
|
)
|
(60
|
)
|
1,068
|
|||||
Provision
for bad debts and returns
|
55
|
38
|
31
|
|||||||
Provision
for inventory write-down
|
72
|
-
|
53
|
|||||||
(Gain)
loss on sale of property and equipment
|
8
|
(10
|
)
|
25
|
||||||
Deferred
income taxes
|
1,853
|
2,474
|
1,154
|
|||||||
Changes in operating assets and liabilities:
|
||||||||||
Accounts
receivable
|
(115
|
)
|
(756
|
)
|
(367
|
)
|
||||
Inventories
|
(73
|
)
|
16
|
(325
|
)
|
|||||
Prepaid
expenses and other
|
(63
|
)
|
(321
|
)
|
(143
|
)
|
||||
Refundable
income taxes
|
-
|
13
|
1,170
|
|||||||
Other
assets
|
(278
|
)
|
(88
|
)
|
29
|
|||||
Accounts
payable and accrued liabilities
|
403
|
510
|
(350
|
)
|
||||||
Accrued
compensation and benefits
|
(164
|
)
|
133
|
446
|
||||||
Income
taxes payable
|
496
|
-
|
(14
|
)
|
||||||
Deferred
revenue
|
278
|
(224
|
)
|
448
|
||||||
Deferred
rent
|
16
|
(15
|
)
|
10
|
||||||
Other
long-term liabilities
|
-
|
105
|
64
|
|||||||
Net
cash provided by operating activities
|
7,593
|
7,447
|
6,068
|
|||||||
Net
cash provided by operating activities of discontinued
businesses
|
390
|
784
|
8,128
|
|||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Proceeds
from sale of property and equipment
|
8
|
11
|
83
|
|||||||
Capital
expenditures
|
(1,366
|
)
|
(256
|
)
|
(538
|
)
|
||||
Purchase
of businesses, net of cash acquired
|
(14,582
|
)
|
-
|
-
|
||||||
Advances
on customer notes receivable
|
(4,283
|
)
|
(6,078
|
)
|
-
|
|||||
Proceeds
from collection of customer notes receivable
|
2,030
|
4,518
|
-
|
|||||||
Capitalized
software
|
(421
|
)
|
-
|
-
|
||||||
Cash
received from sale of net assets of discontinued
operations
|
361
|
1,548
|
2,307
|
|||||||
Net
cash provided by (used in) investing activities
|
(18,253
|
)
|
(257
|
)
|
1,852
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from employee stock purchase plan
|
-
|
70
|
60
|
|||||||
Proceeds
from sale of common stock, net
|
-
|
35,657
|
-
|
|||||||
Proceeds
from exercise of stock options
|
243
|
284
|
864
|
|||||||
Payments
for retirement of common stock
|
(2,628
|
)
|
-
|
-
|
||||||
Dividends
paid to common stockholders
|
(674
|
)
|
-
|
-
|
||||||
Net
cash provided by (used in) financing activities
|
(3,059
|
)
|
36,011
|
924
|
||||||
Net
increase (decrease) in cash and cash equivalents
|
(13,329
|
)
|
43,985
|
16,972
|
||||||
Cash
and cash equivalents at beginning of year
|
65,439
|
21,454
|
4,482
|
|||||||
Cash
and cash equivalents at end of year
|
$
|
52,110
|
$
|
65,439
|
$
|
21,454
|
Year
ended June 30,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||
Income
taxes paid
|
$
|
624
|
$
|
213
|
$
|
14
|
||||
Interest
paid
|
$
|
16
|
$
|
3
|
$
|
2
|
||||
Effective
July 14, 2005, the Company acquired CoinFacts.com in a transaction
summarized as follows:
|
||||||||||
Goodwill
|
$
|
515
|
$
|
-
|
$
|
-
|
||||
Purchase
price
|
$
|
515
|
$
|
-
|
$
|
-
|
||||
Effective
September 2, 2005, the Company acquired Certified Coin Exchange
(CCE) in
a
transaction
summarized as follows:
|
||||||||||
Fair
value of net liabilities assumed
|
$
|
(41
|
)
|
$
|
-
|
$
|
-
|
|||
Deferred
taxes recognized at acquisition
|
(296
|
)
|
-
|
-
|
||||||
Intangible
assets
|
947
|
-
|
-
|
|||||||
Fair
value of computertradingpost.com, Inc., including net
assets
|
600
|
-
|
-
|
|||||||
Goodwill
|
1,117
|
- |
-
|
|||||||
Purchase
price, net of $50 cash acquired
|
$
|
2,327
|
$
|
-
|
$
|
-
|
||||
Effective
November 8, 2005, the Company acquired Gem Certification and
Appraisal Lab
(GCAL) in a transaction summarized as follows:
|
||||||||||
Fair
value of net assets acquired
|
$
|
119
|
$
|
-
|
$
|
-
|
||||
Intangible
assets
|
53
|
-
|
-
|
|||||||
Goodwill
|
3,068
|
-
|
-
|
|||||||
Purchase
price, net of $28 cash acquired
|
$
|
3,240
|
$
|
-
|
$
|
-
|
||||
Effective
December 22, 2005, the Company acquired the business of Gemprint
Corporation
in a transaction summarized as follows:
|
||||||||||
Fair
value of net assets acquired
|
$
|
40
|
$
|
-
|
$
|
-
|
||||
Intangible
assets
|
3,444
|
-
|
-
|
|||||||
Goodwill
|
5,099
|
-
|
-
|
|||||||
Purchase
price
|
$
|
8,583
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
|
||||||||||
During
2004, in connection with the divestiture of the Company’s collectibles
auctions and direct sales businesses, the Company sold such businesses
for
gross proceeds of approximately $2,874,000, of which $2,307,000
and
$544,000 were received in 2004 and 2005, respectively. The balance
of
$23,000 is included as part of the receivables from the sale of
discontinued operations in the accompanying balance sheet at June
30,
2005.
|
||||||||||
In
connection with the sale of CTP in November, 2005, the Company
received a
note receivable of $458,000.
The
Company realized a gain of $104,000 in fiscal 2006 related to the
on-going
disposal of one of its collectible sales businesses, which proceeds
were
received subsequent to June 30, 2006 (see note 4).
|
Business
|
Acquisition
Date
|
Purchase
Price
|
CoinFacts.com
|
July
14, 2005
|
$0.5
million
|
Certified
Coin Exchange
|
September
2, 2005
|
$2.2
million
|
Gem
Certification & Appraisal Lab, LLC
|
November
8, 2005
|
$3.0
million
|
Gemprint
Corporation
|
December
22, 2005
|
$7.5
million
|
2006
|
2005
|
2004
|
||||||||
Dividend
yield
|
2.3
|
%
|
-
|
-
|
||||||
Expected
volatility
|
58
|
%
|
62
|
%
|
68
|
%
|
||||
Risk-free
interest rate
|
4.7
|
%
|
3.5
|
%
|
3.65
|
%
|
||||
Expected
lives
|
5.1
years
|
4.1
years
|
5.5
years
|
Fiscal
Year Ending June 30
|
Amount
|
|||
2007
|
684,000
|
|||
2008
|
635,000
|
|||
2009
|
341,000
|
|||
2010
|
31,000
|
|||
Total
|
$
|
1,691,000
|
(in
thousands,
except
per
share data)
|
(in
thousands,
except
per
share data)
|
||||||
2005
(Restated)
|
2004
|
||||||
Net
income, as reported
|
$
|
4,818
|
$
|
1,730
|
|||
Add:
Stock-based compensation included in reported net income, net of
tax effects
|
20
|
50
|
|||||
Deduct:
Total stock-based compensation expense determined under fair
value based method for awards,
net
of
related tax effects (restated)
|
(1,068
|
)
|
(435
|
)
|
|||
Pro
forma net income (restated)
|
$
|
3,770
|
$
|
1,345
|
|||
Net
income per common share - basic:
|
|||||||
As
reported
|
$
|
0.69
|
$
|
0.28
|
|||
Pro
forma (restated)
|
$
|
0.54
|
$
|
0.22
|
|||
Net
income per common share - diluted:
|
|||||||
As
reported
|
$
|
0.65
|
$
|
0.27
|
|||
Pro
forma (restated)
|
$
|
0.51
|
$
|
0.21
|
2006
|
2005
|
2004
|
||||||||
Income
from continuing operations
|
$
|
3,404
|
$
|
4,758
|
$
|
2,798
|
||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net of income taxes)
|
296
|
60
|
(1,068
|
)
|
||||||
Net
income
|
$
|
3,700
|
$
|
4,818
|
$
|
1,730
|
||||
Net
income per basic share:
|
||||||||||
From
continuing operations
|
$
|
0.40
|
$
|
0.68
|
$
|
0.45
|
||||
Income
(loss) from discontinued operations, net of gain on sales of discontinued
businesses
(net
of
income taxes)
|
0.04
|
0.01
|
(0.17
|
)
|
||||||
Net
income
|
$
|
0.44
|
$
|
0.69
|
$
|
0.28
|
||||
Net
income per diluted share:
|
||||||||||
From
continuing operations
|
$
|
0.39
|
$
|
0.64
|
$
|
0.44
|
||||
Income
(loss) from discontinued operations, net of gain on sales
of discontinued
businesses
(net
of
income taxes)
|
0.03
|
0.01
|
(0.17
|
)
|
||||||
Net
income
|
$
|
0.42
|
$
|
0.65
|
$
|
0.27
|
||||
Weighted-average
shares outstanding:
|
||||||||||
Basic
|
8,473
|
7,013
|
6,170
|
|||||||
Effect
of dilutive shares
|
309
|
439
|
293
|
|||||||
Diluted
|
8,782
|
7,452
|
6,463
|
Coins
|
Diamonds
|
Exchange
and Other
|
Total
|
||||||||||
Goodwill:
|
|||||||||||||
Balance
at June 30, 2005
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||
Acquired
during FY2006:
|
|||||||||||||
GCAL
acquisition
|
-
|
3,068
|
-
|
3,068
|
|||||||||
Gemprint
acquisition
|
-
|
5,099
|
-
|
5,099
|
|||||||||
CCE
acquisition
|
-
|
-
|
1,117
|
1,117
|
|||||||||
CoinFacts
acquisition
|
515
|
-
|
-
|
515
|
|||||||||
Balance
at June 30, 2006
|
$
|
515
|
$
|
8,167
|
$
|
1,117
|
$
|
9,799
|
|||||
Intangible
Assets, Net
|
|||||||||||||
Balance
at June 30, 2005
|
$
|
79
|
$
|
-
|
$
|
-
|
$
|
79
|
|||||
Acquired
during FY2006 with indefinite lives:
|
|||||||||||||
GCAL
acquisition
|
-
|
53
|
-
|
53
|
|||||||||
Gemprint
acquisition
|
-
|
380
|
-
|
380
|
|||||||||
CCE
acquisition
|
-
|
-
|
39
|
39
|
|||||||||
Acquired
during FY2006 with definite lives:
|
|||||||||||||
Gemprint
acquisition
|
-
|
3,064
|
-
|
3,064
|
|||||||||
CCE
acquisition
|
-
|
-
|
908
|
908
|
|||||||||
Capitalized
software costs
|
-
|
-
|
421
|
421
|
|||||||||
Less:
amortization for FY2006
|
(50
|
)
|
(132
|
)
|
(88
|
)
|
(270
|
)
|
|||||
Balance
at June 30, 2006
|
$
|
29
|
$
|
3,365
|
$
|
1,280
|
$
|
4,674
|
(in
thousands)
|
||||||||||||||||
CCE
|
Coin
Facts
|
GCAL
|
Gemprint
|
Total
|
||||||||||||
Cost
of Investment:
|
||||||||||||||||
Purchase
price
|
$
|
2,217
|
$
|
500
|
$
|
3,000
|
$
|
7,500
|
$
|
13,217
|
||||||
Liabilities
assumed
|
-
|
-
|
50
|
125
|
175
|
|||||||||||
Direct
costs
|
160
|
15
|
218
|
453
|
846
|
|||||||||||
Investment
banking fees
|
-
|
-
|
-
|
417
|
417
|
|||||||||||
Lease
obligation assumed
|
-
|
-
|
-
|
88
|
88
|
|||||||||||
2,377
|
515
|
3,268
|
8,583
|
14,743
|
||||||||||||
Value
Assigned to Assets and Liabilities:
|
||||||||||||||||
Current
assets
|
93
|
-
|
44
|
110
|
247
|
|||||||||||
Fixed
assets
|
-
|
-
|
125
|
50
|
175
|
|||||||||||
Current
liabilities
|
(38
|
)
|
-
|
(22
|
)
|
(120
|
)
|
(180
|
)
|
|||||||
Deferred
revenue
|
(73
|
)
|
-
|
-
|
-
|
(73
|
)
|
|||||||||
Assets
Sold: CTP
|
600
|
-
|
-
|
-
|
600
|
|||||||||||
Deferred
taxes
|
(296
|
)
|
-
|
-
|
-
|
(296
|
)
|
|||||||||
Transition
services
|
27
|
-
|
-
|
-
|
27
|
|||||||||||
Intangible
Assets with Finite Lives:
|
||||||||||||||||
Customer
list
|
676
|
-
|
-
|
-
|
676
|
|||||||||||
Software/Technology
|
207
|
-
|
-
|
1,199
|
1,406
|
|||||||||||
Covenants
not to compete
|
25
|
-
|
-
|
-
|
25
|
|||||||||||
Patents
|
-
|
-
|
-
|
1,865
|
1,865
|
|||||||||||
Intangible
Assets with Indefinite Lives:
|
||||||||||||||||
Trade
name and marks
|
39
|
-
|
53
|
131
|
223
|
|||||||||||
Database
|
-
|
-
|
-
|
249
|
249
|
|||||||||||
Excess
of purchase price over fair value of
net assets acquired (goodwill)
|
$
|
1,117
|
$
|
515
|
$
|
3,068
|
$
|
5,099
|
$
|
9,799
|
CCE
|
Gemprint
|
||||||
Customer
List
|
15
years
|
-
|
|||||
Software/Technology
|
2
years
|
7
years
|
|||||
Covenant
not to compete
|
5
years
|
-
|
|||||
Patent
|
-
|
20
years
|
Unaudited
|
|||||||
Fiscal
Year Ended June 30,
|
|||||||
(In
thousands,
except
per share data)
|
|||||||
2006
|
2005
|
||||||
Revenue
|
$
|
37,308
|
$
|
35,358
|
|||
Operating
income
|
3,681
|
6,995
|
|||||
Interest
income, net
|
2,346
|
906
|
|||||
Other
income (expense), net
|
22
|
26
|
|||||
Income
before provision for income taxes
|
6,049
|
7,927
|
|||||
Provision
for income taxes
|
(2,693
|
)
|
(3,152
|
)
|
|||
Income
from continuing operations
|
3,356
|
4,775
|
|||||
Income
from discontinued operations
|
309
|
116
|
|||||
Net
income
|
$
|
3,665
|
$
|
4,891
|
|||
Net
income per diluted share:
|
|||||||
Income
from continuing operations
|
$
|
0.38
|
$
|
0.64
|
|||
Income
from discontinued operations
|
$
|
0.04
|
$
|
0.02
|
|||
Net
income
|
$
|
0.42
|
$
|
0.66
|
Years
Ended June 30,
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
revenues
|
$
|
480
|
$
|
472
|
$
|
27,101
|
||||
Income
(loss) from operations
|
161
|
(277
|
)
|
(3,468
|
)
|
|||||
Gain
on sale of discontinued businesses
|
408
|
202
|
2,245
|
|||||||
569
|
(75
|
)
|
(1,223
|
)
|
||||||
Income
tax expense (benefit)
|
273
|
(135
|
)
|
(155
|
)
|
|||||
Income
(loss) from discontinued operations
|
$
|
296
|
$
|
60
|
$
|
(1,068
|
)
|
June
30,
|
|||||||
2006
|
2005
|
||||||
Current
assets:
|
|||||||
Accounts
receivable
|
$
|
10
|
$
|
58
|
|||
Inventories
|
37
|
189
|
|||||
Consignment
advances
|
-
|
30
|
|||||
Notes
receivable
|
36
|
88
|
|||||
$
|
83
|
$
|
365
|
||||
Non-current
assets:
|
|||||||
Notes
receivable, net of current portion
|
-
|
46
|
|||||
|
$ |
-
|
$
|
46
|
|||
Current
liabilities:
|
|||||||
Consignors
payable
|
$
|
1
|
$
|
1
|
|||
Other
current liabilities
|
7
|
26
|
|||||
$
|
8
|
$
|
27
|
5. |
Inventories
|
(in
thousands)
|
|||||||
2006
|
2005
|
||||||
Coins
|
$
|
346
|
$
|
276
|
|||
Other
collectibles
|
37
|
37
|
|||||
Grading
raw materials consumable inventory
|
160
|
157
|
|||||
543
|
470
|
||||||
Less
inventory reserve
|
(106
|
)
|
(34
|
)
|
|||
$
|
437
|
$
|
436
|
6. |
Customer
Notes Receivable
|
7. |
Property
and Equipment
|
(in
thousands)
|
|||||||
2006
|
2005
|
||||||
Coins
and stamp grading reference sets
|
$
|
62
|
$
|
62
|
|||
Computer
hardware and equipment
|
1,271
|
988
|
|||||
Computer
software
|
972
|
900
|
|||||
Equipment
|
2,020
|
1,330
|
|||||
Furniture
and office equipment
|
793
|
689
|
|||||
Leasehold
improvements
|
607
|
438
|
|||||
Trading
card reference library
|
52
|
52
|
|||||
5,777
|
4,459
|
||||||
Less
accumulated depreciation and amortization
|
(3,880
|
)
|
(3,602
|
)
|
|||
Property
and equipment, net
|
$
|
1,897
|
$
|
857
|
8. |
Accrued
Liabilities
|
(in
thousands)
|
|||||||
2006
|
2005
|
||||||
Warranty
reserve
|
$
|
710
|
$
|
609
|
|||
Professional
fees
|
189
|
211
|
|||||
Other
|
1,144
|
743
|
|||||
$
|
2,043
|
$
|
1,563
|
Warranty
reserve, June 30, 2003
|
$
|
304
|
||
Charged
to cost of revenues
|
646
|
|||
Payments
|
(458
|
)
|
||
Warranty
reserve June 30, 2004
|
492
|
|||
Charged
to cost of revenues
|
530
|
|||
Payments
|
(413
|
)
|
||
Warranty
reserve at June 30, 2005
|
609
|
|||
Charged
to cost of revenues
|
492
|
|||
Payments
|
(391
|
)
|
||
Warranty
reserve at June 30, 2006
|
$
|
710
|
9. |
Income
Taxes
|
(in
thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Current:
|
||||||||||
Federal
|
$
|
2,360
|
$
|
2,738
|
$
|
1,595
|
||||
State
|
9
|
63
|
62
|
|||||||
2,369
|
2,801
|
1,657
|
||||||||
Deferred:
|
||||||||||
Federal
|
(172
|
)
|
(117
|
)
|
(216
|
)
|
||||
State
|
536
|
457
|
140
|
|||||||
364
|
340
|
(76
|
)
|
|||||||
Total
provision for income taxes
|
$
|
2,733
|
$
|
3,141
|
$
|
1,581
|
(in
thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Provision
at federal statutory rates
|
$
|
2,087
|
$
|
2,685
|
$
|
1,542
|
||||
State
income taxes, net
|
356
|
340
|
132
|
|||||||
Other,
net
|
290
|
116
|
(93
|
)
|
||||||
$
|
2,733
|
$
|
3,141
|
$
|
1,581
|
(in
thousands)
|
|||||||
2006
|
2005
|
||||||
Deferred
tax assets:
|
|||||||
Supplier
compensation costs
|
$
|
510
|
$
|
553
|
|||
Reserves
|
1,077
|
816
|
|||||
Goodwill
and intangibles
|
-
|
136
|
|||||
Net
operating loss carryforward
|
-
|
1,504
|
|||||
State
credits
|
661
|
919
|
|||||
Other
|
21
|
63
|
|||||
Total
deferred tax assets
|
2,269
|
3,991
|
|||||
Deferred
tax liabilities:
|
|||||||
Goodwill
and intangibles
|
(408
|
)
|
-
|
||||
Property
and equipment
|
(32
|
)
|
(34
|
)
|
|||
Other
|
(73
|
)
|
(52
|
)
|
|||
Total
deferred tax liabilities
|
(513
|
)
|
(86
|
)
|
|||
Net
deferred tax assets
|
1,756
|
3,905
|
|||||
Less:
Current portion
|
(1,414
|
)
|
(2,854
|
)
|
|||
$
|
342
|
$
|
1,051
|
10. |
Line
of Credit
|
13. |
Stock
Option Plans
|
(In
thousands, except per share data)
|
||||||||||||||||
Number
of Shares
|
Exercise
Price
Per Share
|
Weighted
Average Exercise Price Per Share
|
||||||||||||||
Options
outstanding at June 30, 2003
|
702
|
$
|
2.55
|
-
|
$
|
30.52
|
$
|
8.27
|
||||||||
Granted
|
405
|
3.79
|
-
|
13.73
|
11.14
|
|||||||||||
Cancelled
|
(81
|
)
|
2.79
|
-
|
30.52
|
8.16
|
||||||||||
Exercised
|
(204
|
)
|
2.55
|
-
|
8.00
|
4.25
|
||||||||||
Options
outstanding at June 30, 2004
|
822
|
2.55
|
-
|
30.52
|
10.56
|
|||||||||||
Granted
|
295
|
11.58
|
-
|
20.10
|
17.09
|
|||||||||||
Cancelled
|
(70
|
)
|
3.08
|
-
|
30.52
|
17.70
|
||||||||||
Exercised
|
(71
|
)
|
2.55
|
-
|
12.00
|
3.99
|
||||||||||
Options
outstanding as June 30, 2005
|
976
|
2.55
|
-
|
24.00
|
12.49
|
|||||||||||
Granted
|
42
|
12.90
|
-
|
14.00
|
13.73
|
|||||||||||
Cancelled
|
(82
|
)
|
3.08
|
-
|
20.00
|
15.52
|
||||||||||
Exercised
|
(47
|
)
|
2.55
|
-
|
13.73
|
5.20
|
||||||||||
Options
outstanding at June 30, 2006
|
889
|
$
|
3.08
|
-
|
$
|
24.00
|
$
|
12.65
|
Outstanding
Options
|
Exercisable
Options
|
||||||||||||||||||||||||
Range
of Exercise Price
|
Number
of Shares Outstanding
|
Weighted
Average
Remaining
Contractual
Life
(Years)
|
Weighted
Average
Exercise
Price
|
($000’s)
Aggregate
Intrinsic
Value
|
Number
of Shares Exercisable
|
Weighted
Average Exercise Price
|
($000’s)
Aggregate
Intrinsic Value
|
||||||||||||||||||
$
3.08
|
$
|
3.80
|
154
|
6.50
|
$
|
3.36
|
$
|
1,633
|
129
|
$
|
3.37
|
$
|
1,366
|
||||||||||||
$
5.28
|
$
|
7.60
|
64
|
7.32
|
$
|
7.48
|
417
|
64
|
$
|
7.48
|
417
|
||||||||||||||
$
8.00
|
$
|
12.00
|
182
|
6.99
|
$
|
10.40
|
651
|
105
|
$
|
10.01
|
417
|
||||||||||||||
$
13.24
|
$
|
19.60
|
389
|
8.48
|
$
|
16.05
|
47
|
178
|
$
|
17.33
|
6
|
||||||||||||||
$
20.00
|
$
|
20.00
|
61
|
2.78
|
$
|
20.00
|
-
|
61
|
$
|
20.00
|
-
|
||||||||||||||
$
20.10
|
$
|
24.00
|
39
|
4.68
|
$
|
22.99
|
-
|
31
|
$
|
23.69
|
-
|
||||||||||||||
889
|
7.19
|
$
|
2,748
|
568
|
$
|
2,206
|
14. |
Related-Party
Transactions
|
15. |
Commitments
and Contingencies
|
(In
thousands)
|
||||||||||
Company’s
Gross
Payment
|
Sublease
Income
|
Net
|
||||||||
2007
|
$
|
1,491
|
$
|
81
|
$
|
1,410
|
||||
2008
|
1,674
|
80
|
1,594
|
|||||||
2009
|
1,630
|
45
|
1,585
|
|||||||
2010
|
855
|
15
|
840
|
|||||||
2011
|
393
|
-
|
393
|
|||||||
Thereafter
|
1,756
|
-
|
1,756
|
|||||||
$
|
7,799
|
$
|
221
|
$
|
7,578
|
16. |
Segment,
Geographic and Major Customer
Information
|
Year
Ended June 30
(in
thousands)
|
||||||||||
2006
|
2005
|
2004
|
||||||||
Net
revenues from external customers
|
||||||||||
Coins
|
$
|
23,829
|
$
|
23,203
|
$
|
17,474
|
||||
Sportscards
|
8,461
|
8,143
|
7,126
|
|||||||
Diamonds
|
373
|
-
|
-
|
|||||||
Other
|
4,251
|
2,261
|
1,820
|
|||||||
Total
revenue
|
36,914
|
33,607
|
26,420
|
|||||||
Operating
income before unallocated expenses
|
||||||||||
Coins
|
11,542
|
12,183
|
8,837
|
|||||||
Sportscards
|
1,153
|
1,344
|
968
|
|||||||
Diamonds
|
(1,459
|
)
|
-
|
-
|
||||||
Other
|
6
|
(704
|
)
|
(117
|
)
|
|||||
Total
|
11,242
|
12,823
|
9,688
|
|||||||
Unallocated
operating expenses
|
(7,473
|
)
|
(5,356
|
)
|
(5,419
|
)
|
||||
Settlement
of lawsuit
|
-
|
(500
|
)
|
-
|
||||||
Consolidated
operating income
|
$
|
3,769
|
$
|
6,967
|
$
|
4,269
|
||||
Quarters
Ended
(In
thousands, except per share data)
|
|||||||||||||||||||||||||
Sept.
30,
2004
|
Dec.
31,
2004
|
Mar.
31
2005
|
June
30,
2005
|
Sept.
30,
2005
|
Dec.
31,
2005
|
Mar.
31
2006
|
June
30,
2006 (1)
|
||||||||||||||||||
Statement
of Operations Data:
|
|||||||||||||||||||||||||
Net
revenues
|
$
|
8,195
|
$
|
7,982
|
$
|
8,955
|
$
|
8,475
|
$
|
8,825
|
$
|
7,447
|
$
|
10,022
|
$
|
10,620
|
|||||||||
Cost
of revenues
|
2,826
|
2,998
|
3,263
|
3,152
|
3,372
|
3,118
|
4,088
|
4,312
|
|||||||||||||||||
Gross
profit
|
5,369
|
4,984
|
5,692
|
5,323
|
5,453
|
4,329
|
5,934
|
6,308
|
|||||||||||||||||
SG&A
expenses
|
3,244
|
3,040
|
3,464
|
4,153
|
4,310
|
3,944
|
4,632
|
5,369
|
|||||||||||||||||
Settlement
of lawsuit
|
-
|
500
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||
Operating
income
|
2,125
|
1,444
|
2,228
|
1,170
|
1,143
|
385
|
1,302
|
939
|
|||||||||||||||||
Interest
and other income, net
|
64
|
112
|
225
|
531
|
550
|
616
|
596
|
606
|
|||||||||||||||||
Income
before income taxes
|
2,189
|
1,556
|
2,453
|
1,701
|
1,693
|
1,001
|
1,898
|
1,545
|
|||||||||||||||||
Provision
for income taxes
|
878
|
628
|
981
|
654
|
714
|
447
|
804
|
768
|
|||||||||||||||||
Income
from continuing operations
|
1,311
|
928
|
1,472
|
1,047
|
979
|
554
|
1,094
|
777
|
|||||||||||||||||
Income
(loss) from discontinued operations,
net of gain on sales of
discontinued businesses
(net
of income taxes)
|
(69
|
)
|
(7
|
)
|
(3
|
)
|
139
|
(12
|
)
|
181
|
-
|
127
|
|||||||||||||
Net
income
|
$
|
1,242
|
$
|
921
|
$
|
1,469
|
$
|
1,186
|
$
|
967
|
$
|
735
|
$
|
1,094
|
$
|
904
|
|||||||||
Net
income per basic share:
|
|||||||||||||||||||||||||
Income
from continuing operations
|
$
|
0.21
|
$
|
0.15
|
$
|
0.21
|
$
|
0.12
|
$
|
0.11
|
$
|
0.07
|
$
|
0.13
|
$
|
0.09
|
|||||||||
Income
(loss) from discontinued operations,
net of gain on sales of
discontinued businesses
(net of income taxes)
|
(0.01
|
)
|
-
|
-
|
0.02
|
-
|
0.02
|
-
|
0.02
|
||||||||||||||||
Net
income
|
$
|
0.20
|
$
|
0.15
|
$
|
0.21
|
$
|
0.14
|
$
|
0.11
|
$
|
0.09
|
$
|
0.13
|
$
|
0.11
|
|||||||||
Net
income per diluted share:
|
|||||||||||||||||||||||||
Income
from continuing operations
|
$
|
0.20
|
$
|
0.14
|
$
|
0.19
|
$
|
0.12
|
$
|
0.11
|
$
|
0.06
|
$
|
0.12
|
$
|
0.09
|
|||||||||
Income
(loss) from discontinued operations,
net of gain on sales of discontinued
businesses
(net
of income taxes)
|
(0.01
|
)
|
-
|
-
|
0.01
|
-
|
0.02
|
-
|
0.01
|
||||||||||||||||
Net
income
|
$
|
0.19
|
$
|
0.14
|
$
|
0.19
|
$
|
0.13
|
$
|
0.11
|
$
|
0.08
|
$
|
0.12
|
$
|
0.10
|
|||||||||
Weighted
average shares outstanding
|
|||||||||||||||||||||||||
Basic
|
6,214
|
6,242
|
7,113
|
8,479
|
8,486
|
8,488
|
8,485
|
8,433
|
|||||||||||||||||
Diluted
|
6,569
|
6,695
|
7,571
|
8,902
|
8,806
|
8,803
|
8,822
|
8,750
|
Description
|
Balance
at Beginning of
Period
|
|
Charged
to Operating Expenses
|
|
Charged
to Cost of Revenues
|
|
Net
Deductions
|
|
Balance
at
End
of
Period
|
|||||||
Allowance
for doubtful accounts
|
$
|
29,000
|
$
|
31,000
|
$
|
-
|
$
|
(30,000
|
)
|
$
|
30,000
|
|||||
Inventory
reserve
|
-
|
-
|
53,000
|
-
|
53,000
|
|||||||||||
Total
at June 30, 2004
|
$
|
29,000
|
$
|
31,000
|
$
|
53,000
|
$
|
(30,000
|
)
|
$
|
83,000
|
|||||
Allowance
for doubtful accounts
|
$
|
30,000
|
$
|
17,000
|
$
|
-
|
$
|
(9,000
|
)
|
$
|
38,000
|
|||||
Inventory
reserve
|
53,000
|
-
|
26,000
|
(45,000
|
)
|
34,000
|
||||||||||
Total
at June 30, 2005
|
$
|
83,000
|
$
|
17,000
|
$
|
26,000
|
$
|
(54,000
|
)
|
$
|
72,000
|
|||||
Allowance
for doubtful accounts
|
$
|
38,000
|
$
|
23,000
|
$
|
-
|
$
|
(24,000
|
)
|
$
|
37,000
|
|||||
Allowance
for customer notes receivable
|
-
|
16,000
|
-
|
-
|
16,000
|
|||||||||||
Inventory
reserve
|
34,000
|
-
|
72,000
|
-
|
106,000
|
|||||||||||
Total
at June 30, 2006
|
$
|
72,000
|
$
|
39,000
|
$
|
72,000
|
$
|
(24,000
|
)
|
$
|
159,000
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL
DISCLOSURE
|
•
|
pertain
to the maintenance of records that, in reasonable detail, accurately
and
fairly reflect the transactions and dispositions of our assets;
|
•
|
provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America;
|
•
|
provide
reasonable assurance that our receipts and expenditures are being
made
only in accordance with authorization of our management and directors;
and
|
•
|
provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of assets that could
have a
material effect on our consolidated financial statements.
|
Column
A
|
Column
B
|
Column
C
|
||||||||
Number
of Securities to be Issued Upon Exercise of Outstanding Options and
Warrants
|
Weighted-Average
Exercise Price of Outstanding Options and Warrants
|
Number
of Securities Remaining Available for Future Issuance under Equity
Compensation Plans (Excluding
Securities Reflected in Column A)
|
||||||||
Equity
compensation plans approved
by shareholders
|
876,000
|
$
|
12.69
|
437,000
|
||||||
Equity
compensation not approved by
shareholders (1)
|
295,000
|
11.18
|
-
|
|||||||
Total
|
1,171,000
|
$
|
12.31
|
437,000
|
(1)
|
Warrants
to purchase common stock granted to non-employee service providers
in the
fiscal years ended June 30, 1997 and 1999.
|
(a)(1)
|
Financial
Statements
|
Report
of Grant Thornton LLP, Independent Registered Public Accounting
Firm
|
Report
of Deloitte & Touche, LLP, Independent Registered Public Accounting
Firm
|
Consolidated
Balance Sheets as of June 30, 2006 and 2005
|
Consolidated
Statements of Operations for the years ended June 30, 2006, 2005
and
2004
|
Consolidated
Statements of Stockholders’ Equity for the years ended June 30, 2006, 2005
and 2004
|
Consolidated
Statements of Cash Flows for the years ended June 30, 2006, 2005
and
2004
|
Notes
to the Consolidated Financial
Statements
|
(a)(2)
|
Financial
Statement Schedule
|
Schedule
II Valuation and Qualifying Accounts
|
COLLECTORS
UNIVERSE, INC
|
|
Date: September
13, 2006
|
By: /s/
JOSEPH J. WALLACE
|
Joseph
J. Wallace, Chief Financial Officer
|
Signature
|
Title
|
Date
|
||
/s/
A. CLINTON ALLEN
A.
Clinton Allen
|
Chairman
of the Board and Director
|
September
13, 2006
|
||
/s/
MICHAEL R. HAYNES
Michael
R. Haynes
|
Chief
Executive Officer and Director
(Principal
Executive Officer)
|
September
13, 2006
|
||
/s/
DAVID HALL
David
G. Hall
|
President
and Director
|
September
13, 2006
|
||
/s/
JOSEPH J. WALLACE
Joseph
J. Wallace
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
September
13, 2006
|
||
/s/
BEN A. FRYDMAN
Ben
A. Frydman
|
Director
|
September
13, 2006
|
||
/s/
VAN D. SIMMONS
Van
D. Simmons
|
Director
|
September
13, 2006
|
||
/s/
A. J. BERT MOYER
A.
J. Bert Moyer
|
Director
|
September
13, 2006
|
||
/s/
DEBORAH A. FARRINGTON
Deborah
A. Farrington
|
Director
|
September
13, 2006
|
||
Exhibit
No.
|
Description
|
|
1.1
|
Form
of Underwriting Agreement.*
|
|
1.2
|
Form
of Underwriting Agreement between Collectors Universe and Thomas
Weisel
Partners LLC, Needham & Company, Inc. and Roth Capital Partners LLC.
Incorporated by reference to Exhibit 1.1 to Amendment No. 1 to the
Company’s Registration Statement on Form S-3 (File No. 333-122129), filed
on February 14, 2005.
|
|
3.2
|
Amended
and Restated Certificate of Incorporation of Collectors Universe.
Incorporated by reference to Exhibit 3.2 to the Company’s Registration
Statement on Form S-3 (File No. 333-122129), filed on January 19,
2005.
|
|
3.2.1
|
Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of
Collectors Universe. Incorporated by reference to Exhibit 3.2.1 to
the
Company’s Registration Statement on Form S-3 (File No. 333-122129), filed
on January 19, 2005.
|
|
3.3
|
Amended
and Restated Bylaws of Collectors Universe, as adopted September
1,
1999.*
|
|
4.1
|
Registration
Rights Agreement.*
|
|
4.2
|
Form
of Registration Rights Agreement for Stockholders pursuant to private
placement.*
|
|
5.1
|
Opinion
of Stradling Yocca Carlson & Rauth, a Professional
Corporation.*
|
|
10.1
|
Collectors
Universe 1999 Stock Incentive Plan.*
|
|
10.2
|
Form
of Stock Option Agreement for the Collectors Universe 1999
Plan.*
|
|
10.4
|
PCGS
1999 Stock Incentive Plan.*
|
|
10.5
|
Form
of Stock Option Agreement for the PCGS 1999 Plan.*
|
|
10.6
|
Employee
Stock Purchase Plan.*
|
|
10.7
|
Form
of indemnification Agreement.*
|
|
10.8
|
Asset
Acquisition Agreement dated January 25, 1999 between Professional
Coin
Grading Service, Inc.,
Info
Exchange, Inc. and Brent Gutenkunst.*
|
|
10.9
|
Collectors
Universe/eBay Mutual Services Term Sheet dated February 10, 1999,
between
the Company and eBay, Inc.*
|
|
10.10
|
Net
Lease between Orix Searls Santa Ana Venture and Collectors Universe,
dated
June, 1999.*
|
|
10.11
|
Agreement
for the Sale of Goods and Services dated March 31,1999, between the
Company and DNA Technologies, *
|
|
10.12
|
Contribution
and Acquisition Agreement dated February 3, 1999, between the Company
and
Hugh Sconyers.*
|
|
10.13
|
Contribution
and Acquisition Agreement dated February 3, 1999, between the Company
and
BJ Searls.*
|
|
10.14
|
Contribution
and Acquisition Agreement dated February 3, 1999, between the Company
and
Greg Bussineau.*
|
|
10.15
|
Contribution
and Acquisition Agreement dated February 3, 1999, between the Company
and
Lyn F. Knight Rare Coins*
|
|
10.16
|
Contribution
and Acquisition Agreement dated February 3, 1999, between the Company,
Kingswood
Coin Auction, LLC and the Members of Kingswood.*
|
|
10.17
|
Contribution
and Acquisition Agreement dated February 3, 1999, between the Company
and
Professional Coin Grading Service, Inc.*
|
|
10.18
|
Employment
Agreement dated March 1999, between Superior Sportscard Auctions,
LLC and
Greg Bussineau.*
|
|
10.19
|
Employment
Agreement dated March 5, 1999, between Lyn F. Knight, Lyn Knight
Currency
Auctions, Inc.
and
Collectors Universe.*
|
|
10.24
|
Asset
Purchase Agreements between Collectors Universe, Inc. and Auctions
by
Bowers and Merena, Inc., Bowers and Merena Galleries, Inc. and Bowers
and
Merena Research, Inc. (Incorporated by reference to Exhibit 10.1
to
Registrant’s Current Report on Form 8-K, dated March 21, 2000).*
|
|
10.25
|
Asset
Purchase Agreements dated February 19, 2004 between Collectors Universe,
Inc. and Spectrum Numismatics, Inc. (Incorporated by reference to
Exhibit
10.1 to Registrant’s Current Report on Form 8-K, dated February 19,
2004).
|
Exhibit
No.
|
Description
|
|
10.26
|
Non-Competition
Agreement dated February 19, 2004 between Collectors Universe, Inc.
and
Spectrum Numismatics, Inc. (Incorporated by reference to Exhibit
10.2 to
Registrant’s Current Report on Form 8-K, dated February 19,
2004).
|
|
10.27
|
Collectors
Universe 2003 Stock Incentive Plan. Incorporated by reference to
Exhibit
10.1 to the Company’s Registration Statement on Form S-8 (File No.
333-121035), filed on December 6, 2004.
|
|
10.28
|
Form
of Stock Option Agreement for 2003 Stock Incentive Plan. Incorporated
by
reference to Exhibit 10.2 to the Company’s Registration Statement on Form
S-8 (File No. 333-121035), filed on December 6, 2004.
|
|
10.29
|
Form
of Restricted Stock Purchase Agreement for 2003 Stock Incentive Plan.
Incorporated by reference to Exhibit 10.3 to the Company’s Registration
Statement on Form S-8 (File No. 333-121035), filed on December 6,
2004.
|
|
10.30
|
Employment
Agreement, dated January 1, 2003, between the Company and Michael
Haynes.
Incorporated by reference to Exhibit 10.30 to the Company’s Registration
Statement on Form S-3 (File No. 333-122129), filed on January 19,
2005.
|
|
10.30.1
|
First
Amendment to Employment Agreement, dated October 1, 2003, between
the
Company and Michael Haynes. Incorporated by reference to Exhibit
10.30.1
to the Company’s Registration Statement on Form S-3 (File No. 333-122129),
filed on January 19, 2005.
|
|
10.30.2
|
Second
Amendment to Employment Agreement, dated November 1, 2004, between
the
Company and Michael Haynes. Incorporated by reference to Exhibit
10.30.2
to the Company’s Registration Statement on Form S-3 (File No. 333-122129),
filed on January 19, 2005.
|
|
10.31
|
2005
Management Bonus Plan. Incorporated by reference to Exhibit 10.99
to the
Company’s Quarterly Report on
Form
10-Q for the quarter ended December 31, 2004, filed with the Commission
on
February 14, 2005
|
|
10.32
|
Loan
and Security Agreement between Collectors Finance Corporation and
California Bank & Trust
dated
as of June 30, 2005.
|
|
10.33
|
Continuing
Guaranty issued as of June 30, 2005 by Collectors Universe, Inc.
to
California Bank & Trust.
|
|
10.34
|
Asset
Purchase Agreement among Collectors universe, inc., Gemprint Corporation,
CVF Technologies Corporation, Heptagon Investments Ltd. and 1456733
Ontario, Inc., dated November 25, 2005, providing for the Company’s
acquisition of the assets of Gemprint Corporation. Incorporated by
reference to Exhibit 10.34 to the Company’s Quarterly Report on Form 10-Q
for the quarter ended December 31, 2005, filed with the Commission
on
February 9, 2006.
|
|
10.35
|
Employment
Agreement Extension between Collectors Universe, Inc. and Michael
R.
Haynes. Incorporated by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K dated March 17, 2006 and filed with the Commission
on
March 23, 2006.
|
|
10.36
|
2006
Management Bonus Plans. Incorporated by reference to Exhibit 10.1
to the
Company’s Current Report on Form 8-K dated March 17, 2006 and filed with
the Commission on March 23, 2006.
|
|
21.1
|
Subsidiaries
of the Registrant.
|
|
23.1
|
Consent
of Grant Thornton LLP, Independent Registered Public Accounting
Firm
|
|
23.2
|
Consent
of Deloitte & Touche LLP, Independent Registered Public Accounting
Firm
|
|
31.1
|
Certifications
of CEO Under Section 302 Of The Sarbanes-Oxley Act.
|
|
31.2
|
Certifications
of CFO Under Section 302 Of The Sarbanes-Oxley Act.
|
|
32.1
|
CEO
Certification of Periodic Report Under Section 906 of the Sarbanes-Oxley
Act.
|
|
32.2
|
CFO
Certification of Periodic Report Under Section 906 of the Sarbanes-Oxley
Act.
|
*
|
Incorporated
by reference to the same numbered exhibit to the Company’s Registration
Statement (No. 333-86449) on Form S-1 filed with the Commission
on
September 2, 1999.
|