---




UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





(Mark One)


|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the quarterly period ended: March 31, 2002





OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------




For the transition period from  to





Commission File Number: 0-27887





Collectors Universe, Inc.


(Exact name of registrant as specified in its charter)





Delaware

33-0846191(State or other jurisdiction of Incorporation)

(I.R.S. Employer Identification Number)





1921 E. Alton Avenue, Santa Ana, California 92705


(Address of principal executive offices and zip code)





Registrants
telephone number, including area code: (949) 567-1234





Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YesxNo  ̈





Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest
practicable date.





Class

Outstanding at May 13, 2002:Common Stock $.001 Par Value.

25,516,339





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COLLECTORS UNIVERSE, INC.





INDEX





Page No.Part I.    Financial InformationItem 1.    Financial StatementsCondensed Consolidated Balance Sheets March 31, 2002 and June 30, 2001 (unaudited)

2Condensed Consolidated Statements of Operations three and nine-months ended March 31, 2002 and March 31, 2001 (unaudited)

3Condensed Consolidated Statements of Cash Flows nine months ended March 31, 2002 and March 31, 2001 (unaudited)

4Notes to Condensed Consolidated Financial Statements (unaudited)

5Item 2.    Managements Discussion and Analysis of Financial Condition and Results of Operations

11Item 3.    Quantitative and Qualitative Disclosures About Market Risk

19Part II.    Other InformationItem 4.    Exhibits and Reports on Form 8-K and Exhibits

20SIGNATURES

S-1







i




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PART I.    FINANCIAL INFORMATION





ITEM 1.    FINANCIAL STATEMENTS





COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS


as of March 31, 2002 and June 30, 2001


(in thousands, except per share data)


(unaudited)





March 31, 2002


June 30, 2001ASSETSCurrent assets:Cash and cash equivalents

$
4,103


$
5,874Accounts receivable, net


11,095



8,162Auction consignment advances


1,964



1,897Inventories, net


7,180



9,088Prepaid expenses and other


1,190



1,023Note receivable from an officer


371



200Refundable income taxes


1,340



892Deferred taxes


645



645Total current assets


27,888



27,781Property and equipment, net


1,905



1,898Other assets


662



240Goodwill, net


14,962



16,146Deferred taxes


803



803$
46,220


$
46,868LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
198


$
452Consignor payable


6,062



4,265Accrued liabilities


737



917Accrued compensation and benefits


1,053



650Deferred revenue


910



812Total current liabilities


8,960



7,096Deferred rent


269



222Commitments and contingencies (note 8)Stockholders equity:Preferred stock, $.001 par value; 3,000 shares authorized; no shares issued or outstanding






Common stock, $.001 par value; 30,000 shares authorized; issued 25,516 at March 31, 2002 and 25,470 at June 30, 2001


26



26Additional paid-in capital


41,257



41,160Accumulated deficit


(3,271
)


(615
)Treasury stock, at cost (500 shares)


(1,021
)


(1,021
)Total stockholders equity


36,991



39,550$
46,220


$
46,868





See accompanying notes to condensed consolidated financial statements




2




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except per share data)


(unaudited)





Three Months Ended

Nine Months EndedMarch 31, 2002


March 31, 2001

March 31, 2002


March 31, 2001Net revenues

$
12,856


$
16,614

$
32,799


$
41,314Cost of revenues


8,036



9,432


20,206



23,439Gross profit


4,820



7,182


12,593



17,875Selling, general and administrative expenses


5,282



5,145


15,635



14,305Amortization of goodwill and intangibles


411



412


1,234



1,385Impairment of goodwill













906Total operating expenses


5,693



5,557


16,869



16,596Operating income (loss)


(873
)


1,625


(4,276
)


1,279Interest income, net


107



200


233



725Other income


4



1


17



Income (loss) before income taxes


(762
)


1,826


(4,026
)


2,004Provision (benefit) for income taxes


(292
)


1,039


(1,370
)


1,144Net income (loss)

$
(470
)

$
787

$
(2,656
)

$
860Net income (loss) per share:Basic

$
(0.02
)

$
0.03

$
(0.11
)

$
0.03Diluted

$
(0.02
)

$
0.03

$
(0.11
)

$
0.03Weighted average shares outstanding:Basic


25,013



24,970


25,001



25,162Diluted


25,013



25,400


25,001



25,758











See
accompanying notes to condensed consolidated financial statements




3




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands, except share and per share data)


(unaudited)





Nine Months Ended March 31,2002


2001OPERATING ACTIVITIES:Net income (loss)

$
(2,656
)

$
860Adjustments to reconcile net income (loss) to net cash used in operating activities:Depreciation and amortization


1,895



1,936Impairment of goodwill






906Stock-based compensation


39



39Provision for doubtful accounts


41



Changes in assets and liabilities:Accounts receivable


(2,974
)


(1,544
)Auction consignment advances


(67
)


246Inventories


1,908



52Prepaid expenses and other assets


(32
)


136Income taxes (refundable) payable


(448
)


895Other assets


(487
)


Accounts payable and accrued liabilities


1,813



(5,718
)Deferred revenue


98



(648
)Net cash used in operating activities


(870
)


(2,840
)INVESTING ACTIVITIES:Capital expenditures


(668
)


(847
)Collections on notes receivable


15



45Net advances on note receivable from an officer


(171
)


(415
)Advances for pending acquisition


(135
)


Net cash paid for acquired businesses






(794
)Net cash used in investing activities


(959
)


(2,011
)FINANCING ACTIVITIES:Proceeds from employee stock purchase plan


55



53Proceeds from exercise of stock options


3



Purchase of company common stock






(1,027
)Net cash provided by (used in) financing activities


58



(974
)Net decrease in cash and cash equivalents


(1,771
)


(5,825
)Cash and cash equivalents at beginning of period


5,874



14,580Cash and cash equivalents at end of period

$
4,103


$
8,755SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:Interest paid

$
9


$
Income taxes paid

$



$
939SUPPLEMENTAL DISCLOSURE ON NON-CASH TRANSACTIONS:During the nine-month period ended March 31, 2001, the Company acquired a business, as follows:Fair value of assets acquired





$
(25
)Cash paid in acquisition, net of cash acquired






794Liabilities assumed






68Goodwill





$
837





See accompanying notes to condensed consolidated financial statements




4




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





1.    Significant Accounting Policies





Principles of Consolidation





The accompanying interim condensed consolidated financial statements as of March 31, 2002 and for the three-month and nine-month periods ended March 31, 2002 and 2001 include the
accounts of Collectors Universe, Inc. and its subsidiaries (the Company). On July 14, 2000, the Company acquired Odyssey Publications, Inc. (Odyssey), and accordingly the accompanying condensed consolidated financial
statements of the Company for the nine-month period ended March 31, 2001 include the accounts of Odyssey from the date of its acquisition by the Company; whereas the condensed consolidated financial statements of the Company for the nine months
ended March 31, 2002 include the accounts of Odyssey for that entire nine-month period.





Unaudited Interim Financial
Information





The accompanying interim condensed consolidated financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission (the SEC) for interim financial reporting. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, include all
adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the consolidated balance sheets, consolidated operating results, and consolidated cash flows for the periods presented in accordance with accounting
principles generally accepted in the United States of America (GAAP). Operating results for the three and nine-month periods ended March 31, 2002, are not necessarily indicative of the results that may be expected for the year ending
June 30, 2002. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the rules and regulations of the SEC. These interim condensed consolidated
financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2001. Certain prior period amounts
have been reclassified to conform to the current period presentation.





Revenue Recognition





Net revenues include fees generated from the grading and authentication of sportscards, coins, autographs and stamps; the sales prices of owned
collectibles sold in our auctions and directly to collectors; commissions earned on sales of consigned collectibles at our auctions; and revenue from the publication of collectibles magazines. Net revenues are determined net of discounts and
allowances, product returns, and commissions paid to consignors on sales of their collectibles.





For collectibles auctions, we
record revenue at the time the collectible is shipped or delivered to the successful bidder, generally after payment is received from the successful bidder, which can take up to 45 days after completion of the auction. However, for certain repeat
bidders, we deliver the collectibles at the close of an auction and allow them to pay up to 60 days following the auction. In certain limited circumstances, we offer extended payment terms to certain collectors or dealers. For collectibles that we
own and sell at auction, we record the successful bidder amount, or hammer, as the sale of the merchandise and record the buyers fee as commission earned. We also record the cost of the merchandise sold as cost of revenues. For
collectibles that are consigned to us for auction, we record, as commissions earned, the amounts of the buyers and sellers fees. Depending upon the type of collectibles auction, we charge successful bidders a 10% to 15% commission and
generally charge consignors a 5% to 15% selling commission. On some large or important consignments, we may negotiate a reduced consignor commission or even pay a fee to the consignor.





Grading revenues are recognized when the graded item is returned to the customer. Grading fees have generally been prepaid, although we have offered open account privileges to numerous
larger dealers. Advance




5




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(unaudited)





payments received for grading services are deferred until the service is performed and the item is shipped. For dealers who have open account status, we record revenue at the time of shipment.





Use of Estimates





The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements.





Recent Accounting Pronouncements





In June 1998, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities. The Company adopted SFAS No. 133 effective for the first quarter of
its fiscal year that began July 1, 2000. SFAS No. 133 requires that the Company record all derivatives on the balance sheet at fair value. The Company does not have any derivative instruments nor does the Company engage in hedging activities.
Therefore, the adoption of SFAS No. 133 had no impact on the Companys financial statements.





In July 2001, the FASB issued
SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001. SFAS No. 141 also will require the Company to recognize acquired intangible assets, apart from goodwill, if the acquired intangible assets meet certain criteria. SFAS No. 141 applies to all
business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also will require the Company to reclassify the carrying amounts of intangible assets and goodwill based on the
criteria in SFAS No. 141 effective as of the date on which the Company adopts SFAS No. 142, which is discussed below.





SFAS No.
142, which the Company will adopt on July 2, 2002 (the first day of its 2003 fiscal year), requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS No.
142 requires that companies identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets that
have indefinite useful lives. An intangible asset with an indefinite useful life will be required to be tested for impairment at least annually in accordance with the guidance in SFAS No. 142. SFAS No. 142 is required to be applied in fiscal years
beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS No. 142 will require the Company to reassess the useful lives of other intangible
assets within the first interim quarter after adoption of SFAS No. 142 and to complete a transitional goodwill impairment test by January 2, 2003, six months from the date of the Companys adoption of SFAS 142.





The Companys previous business combinations were accounted for using the purchase method of accounting. As of March 31, 2002 and June 30, 2001,
the net carrying amounts of goodwill were $14,962,000 and $16,146,000, respectively. Amortization expense for the three and nine-month periods ended March 31, 2002 was $411,000 and $1,234,000, respectively. Amortization expense for the three and
nine-month periods ended March 31, 2001 was $412,000 and $1,385,000, respectively. The Company currently is assessing, but has not yet determined, how the adoption of SFAS No. 142 will impact its financial statements.





In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived assets.SFAS No. 144 addresses significant
issues relating to the implementation of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,and develops a single accounting model, based on the framework established by SFAS No. 121,
for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. SFAS No. 144 is required to be adopted by the Company on July 1, 2002. The adoption of SFAS No. 144 is not expected to have a material impact on the
Companys financial position or results of operations.




6




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(unaudited)





2.    INVENTORIES





Inventories consist of the following:





(In thousands)March 31, 2002


June 30, 2001Coins and currency

$
5,391


$
5,791Sportscards and memorabilia


1,795



3,210Records


101



371Other collectibles


231



287,518



9,400Less inventory reserve


(338
)


(312
)Inventories, net

$
7,180


$
9,088





3.    PROPERTY AND EQUIPMENT





Property and equipment consist of the following:





(In thousands)March 31, 2002


June 30, 2001Grading reference sets

$
13


$
13Computer hardware and equipment


1,910



1,608Computer software


1,071



690Equipment


1,222



1,198Furniture and office equipment


863



796Leasehold improvements


454



379Construction in progress






1895,533



4,873Less accumulated depreciation and amortization


(3,628
)


(2,975
)Property and equipment, net

$
1,905


$
1,898





4.    GOODWILL





Goodwill arises from business acquisitions and represents the excess of the purchase price paid over the fair value of net assets acquired and is amortized using the straight-line method
over periods ranging from five to fifteen years. The Company periodically evaluates the recoverability of goodwill by determining whether the amortization of the balances over their remaining useful lives can be recovered through projected
undiscounted future operating cash flows. Based on our most recent analysis, we believe no impairment exists at March 31, 2002. Goodwill was $14,962,000 net of accumulated amortization of $3,793,000 as of March 31, 2002. Goodwill was $16,146,000,
net of accumulated amortization of $2,609,000 as of June 30, 2001.




7




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(unaudited)





5.    NET INCOME (LOSS) PER SHARE





Net income (loss) per
share is determined in accordance with SFAS No. 128, Earnings Per Share. Net income (loss) per share for the three and nine-month periods ended March 31, 2002 and March 31, 2001, is computed, as follows:





(In thousands, except per share data)Three Months Ended March 31,

Nine Months Ended March 31,2002


2001

2002


2001Net income (loss) applicable to common stockholders

$
(470
)

$
787

$
(2,656
)

$
860Net income (loss) per share:Weighted average shares outstanding used in computation of net income (loss) per share:Basic


25,013



24,970


25,001



25,162Effects of dilutive stock options






430






596Diluted


25,013



25,400


25,001



25,758Net income (loss) per share:Basic

$
(0.02
)

$
0.03

$
(0.11
)

$
0.03Diluted

$
(0.02
)

$
0.03

$
(0.11
)

$
0.03





The dilutive effects of stock options for 820 and 671 shares for the three and
nine-month periods ended March 31, 2002, respectively, are excluded from the loss per share computation as the effect is antidilutive.




8




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(unaudited)





6.    BUSINESS SEGMENTS





We operate principally in two
segments: (1) sales of collectibles through auctions and direct sales; and (2) authentication and grading of collectibles. Effective April 1, 2001, we changed the description of our Auction business segment to Collectibles
Sales to reflect more accurately the business conducted in this business segment. Accordingly, the description of the business segments for the three and nine-month periods ended March 31, 2001 has been changed to conform to the presentation
for the three and nine-month periods ended March 31, 2002. We allocate operating expenses to each business segment based upon activity levels. We do not allocate specific assets to these service segments. All of our revenues and identifiable assets
are located in the United States.





(In thousands)Three Months Ended March 31, 2002Collectibles Sales


Grading and Authentication

TotalNet revenues

$
8,098


$
4,758

$
12,856Operating income (loss)

$
(672
)

$
940

$
268Unallocated operating expenses









(1,141
)Operating loss, consolidated








$
(873
)(In thousands)Three Months Ended March 31, 2001Collectibles Sales


Grading and Authentication

TotalNet revenues

$
10,753


$
5,861

$
16,614Operating income

$
195


$
2,237

$
2,432Unallocated operating expenses









(807
)Operating income, consolidated








$
1,625







9




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COLLECTORS UNIVERSE, INC. AND SUBSIDIARIES


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


(unaudited)





(In thousands)Nine Months Ended March 31, 2002Collectibles Sales


Grading and Authentication

TotalNet revenues

$
19,629


$
13,170

$
32,799Operating income (loss)

$
(1,973
)

$
1,508

$
(465
)Unallocated operating expenses









(3,811
)Operating loss, consolidated








$
(4,276
)(In thousands)Nine Months Ended March 31, 2001Collectibles Sales


Grading and Authentication

TotalNet revenues

$
24,807


$
16,507

$
41,314Operating income (loss)

$
(1,508
)

$
4,560

$
3,052Unallocated operating expenses









(1,773
)Operating income, consolidated








$
1,279





7.    COMMITMENTS AND CONTINGENCIES





On April 12, 2002, the Company acquired certain assets of Collectible Properties, Inc. (CPI), the currency sales uction business of Lyn F.
Knight, an employee of the Company, for $1,034,000 in cash. As of March 31, 2002, the Company had advanced $135,000 to the sole owner of CPI, to be applied toward the purchase price of CPI, and has recorded this amount in other assets. The advance
was applied against the purchase price of CPI. The acquisition of CPI, which occurred subsequent to March 31, 2002, will be accounted for in accordance with SFAS No. 141 and SFAS No. 142. The Company is in the process of determining the CPI purchase
price allocation.




10




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ITEM 2.    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL


CONDITION AND RESULTS OF OPERATIONS





Forward-Looking Statements





The discussion in this Item 2 and in Item 3 of this Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. That Act provides a safe
harbor for forward-looking statements to encourage companies to provide prospective information about their financial performance so long as they provide meaningful, cautionary statements identifying important factors that could cause actual
results to differ from the projected results. Other than statements of historical fact, all statements in this Report and, in particular, any projections of or statements as to our expectations or beliefs concerning our future financial performance
or financial position or as to future trends in our business or in our markets, are forward-looking statements. Forward-looking statements reflect our current expectations about trends in our business and our future financial performance and our
actual results in future periods may differ significantly from those expectations. The sections below entitled Overview  Factors Affecting Revenues and Margins and Additional Factors That May Affect Future Operating
Results describe some, but not all, of the factors that could cause these differences, and readers of this Report are urged to read those sections in their entirety and the Companys Annual Report on Form 10-K for its fiscal year ended
June 30, 2001, which contains additional information regarding factors that could affect our future financial performance.





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





Critical Accounting Policies and Estimates





General





In accordance with accounting principles generally accepted in the United States of America (GAAP), we record our assets at the lower of
cost or fair value. In determining the fair value of some of our assets, principally accounts receivable, inventories, deferred income taxes, and goodwill, we must make judgments, estimates and assumptions regarding future events and circumstances
that could affect the value of those assets, such as future economic conditions that will affect our ability to collect our accounts receivable or sell our inventories in future periods. Those judgments, estimates and assumptions are based on
current information available to us at the time they are made. Many of those events and circumstances, however, are outside of our control and if changes in those events or circumstances occur thereafter, GAAP may require us to adjust our earlier
estimates that are affected by those changes. Any downward adjustments are commonly referred to as write-downs of the assets involved.





Additionally, decisions of when adjustments of this nature should be made also require subjective judgments involving an assessment or prediction of the effects and duration of events or changes in circumstances. For
example, it is not easy to predict whether events, such as occurred on September 11, 2001 or increases in interest rates or economic slowdowns, will have short or longer term consequences for a particular business and it is not uncommon for it to
take some time, after the occurrence of an event or the onset of changes in economic circumstances, for the effects of such events or changes to be recognized.





It is our practice to establish reserves or allowances to record any such downward adjustments or write-downs in the carrying value of assets such as these. Examples include reserves or allowances
established for uncollectible accounts receivable (sometimes referred to as bad debt reserves) and reserves for slow moving inventory. With respect to other assets, such as goodwill, we write down their carrying value directly in the
event of an impairment, based upon estimated future cash flows. Such reserves or allowances are established, and such write-downs are effectuated, by charges to income or increases in expense in our statement of operations in the periods when those
reserves or allowances are established or those write-downs are recorded. As a result, our judgments, estimates and assumptions about future events can and will affect not only the amounts at which we record these assets on our balance sheet, but
also our results of operations.




11




---




Under GAAP, most businesses also must make estimates or judgments regarding the periods during
which sales are recorded and also regarding the amounts at which sales are recorded. Those estimates and judgments will depend on such factors as the circumstances under which customers may be entitled to return the products or reject or adjust the
payment for the services. Additionally, in the case of a company that grants its customers contractual rights to return products sold to them, GAAP requires that the company establish a reserve or allowance for product returns by means of a
reduction in the amount at which its sales are recorded, based primarily on the nature, extensiveness and duration of those rights and its historical product return experience.





In making our estimates and assumptions we follow GAAP and accounting practices applicable to our business that we believe will enable us to make fair and consistent estimates of the
fair value of those assets and establish adequate reserves or allowances. Set forth below is a summary of the accounting policies that we believe are material to an understanding of our financial condition and results of operations that are
discussed below.





Revenue Recognition and the Allowance for Returns.    Generally, we recognize
revenue from auction sales and from grading and authentication of collectibles upon shipment of the item sold or graded to the buyer or customer. We sometimes provide our customers with limited rights to return items sold. We establish an allowance
for estimable returns, which reduces the amounts of our reported revenues, based on historical returns experience.





Accounts
Receivable and the Allowance for Doubtful Accounts.    In the normal course of business, we extend payment terms to larger, more creditworthy collectibles dealers. We regularly review their accounts and estimate the amount of
and establish an allowance for uncollectible amounts or receivables in each reporting period. The amount of that allowance is based on several factors, including the age of unpaid amounts, a review of significant past due accounts, and
economic conditions that may affect the ability of dealers to keep their accounts current. Estimates of uncollectible amounts are revised each period, and changes are recorded in the period they become known. For example, if the financial condition
of some dealers or economic conditions were to deteriorate, adversely affecting the ability of some of our dealers to make payments on their accounts, increases in the allowance may be required. Since the allowance is created by recording a charge
against income that is reflected in selling, general and administrative expenses, an increase in the allowance will cause a decline in our operating results in the period when the increase is recorded.





Inventory Valuation Reserve.    Inventories are valued at the lower of cost or market and are reduced by an inventory
valuation allowance to provide for declines in the value of our inventory, which consists of collectible coins, sportscards and other collectibles. The amount of the allowance is determined on the basis of historical experience, estimates concerning
future economic conditions and estimates of future sales. If there is an economic downturn or a decline in sales, causing inventories of some collectibles to accumulate, it may become necessary to increase the allowance. Increases in this allowance
will cause a decline in operating results as such increases are effectuated by charges against income.





Long-Lived Assets and
Goodwill.    Long-lived assets such as property and equipment, and goodwill and intangible assets are reviewed for impairment when events or circumstances indicate that the carrying value may not be recoverable. Estimated
undiscounted future cash flows are used to determine if an asset is impaired and, if such a determination were to be made, the carrying value of the asset would be reduced to fair value. Any resulting impairment would be recorded as a charge against
income in the period in which the impairment was recorded. Beginning with our 2003 fiscal year, however, we will be required to assess our goodwill for impairment based on the new standard established by SFAS No. 142. We will not be able to
determine the full effect of the new standard on our financial position or our results of operations until we are able to complete our impairment analysis using the new standard. Under existing accounting standards, our assessment of goodwill
indicated that no impairment existed as of June 30, 2001 or March 31, 2002. In the event our analysis under the new standard indicates this goodwill is impaired, we will be required to record a charge to our earnings in fiscal 2003, the amount of
which is not presently determinable. See Note 1 to our Condensed Consolidated Financial Statements, under the subcaption Recent Accounting Pronouncements included in this Report for additional information regarding SFAS No. 142.




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Overview of Factors that Affect Our Operating Results and Liquidity





Factors Affecting Revenues and Margins





Our Business.  Collectors Universe provides grading and authentication services for sportscards, rare coins, vintage stamps and authentication services for autographs and sports memorabilia. We also
sell rare coins and rare currencies, sportscards, sports and entertainment memorabilia and other collectibles through auctions and direct sales channels. Most of our collectibles auctions are conducted utilizing a multi-venue format that
may include in-person, Internet, mail-in, and telephone bidding options. This multi-venue format allows bidders to enter auction bids at any time and from any place in the manner that is most convenient for them. We also sell rare coins,
sportscards, sports memorabilia and autographs through shows, catalogs, Internet and direct sales.





Revenue Recognition
Policies.  Grading fees are generally prepaid, although we have offered open account privileges to numerous larger dealers. In order to improve our competitive position, we expanded open account privileges to smaller dealers throughout
fiscal 2001. When the collectibles market began to soften in the latter part of fiscal 2001, some of our customers experienced cash flow difficulties, and our accounts receivable delinquency rate increased. In the first quarter of fiscal 2002, we
re-evaluated our credit policies and restricted open account privileges to that part of our dealer customer base that is comprised of larger dealers with good credit histories.





For collectibles auctions, we record revenue at the time the collectible is shipped or delivered to the successful bidder, generally after payment is received from the successful bidder,
which can take up to 45 days after completion of the auction. However, for certain repeat bidders, we deliver the collectibles at the close of an auction and allow them to pay up to 60 days following the auction. In certain limited circumstances, we
offer extended payment terms to certain collectors or dealers. For collectibles that we own and sell at auction, we record the successful bidder amount, or hammer, as the sale of the merchandise and record the buyers fee as
commission earned. We also record the cost of the merchandise sold as cost of revenues. For collectibles that are consigned to us for auction, we record, as commissions earned, the amounts of the buyers and sellers fees. Depending upon
the type of collectibles auction, we charge successful bidders a 10% to 15% commission and generally charge consignors a 5% to 15% selling commission. On some large or important consignments, we may negotiate a reduced consignor commission or even
pay a fee to the consignor.





Grading revenues are recognized when the graded item is returned to the customer. Grading fees have
generally been prepaid, although we have offered open account privileges to numerous larger dealers. Advance payments received for grading services are deferred until the service is performed and the item is shipped. For dealers who have open
account status, we record revenue at the time of shipment.





Gross Profit Margins.  The gross margin on sales of
consigned collectibles is significantly higher than the gross margin on sales of owned collectibles because we realize commissions on sales of consigned collectibles without having to incur any significant associated costs. By contrast, upon the
sale of owned collectibles, we record the costs of acquiring those collectibles, which are usually a significant percentage of the selling price. As a result, the sale of owned collectibles reduces our overall auction margins to a level that is
significantly below that realized for authentication and grading services. Additionally, to a lesser extent, the gross profit margins on grading submissions can be affected by the mix of submissions between vintage or classic coins and
sportscards, on the one hand, and modern coins and sportscards, on the other hand. Generally, our prices for grading services vary depending on the turn-around time requested by submitting dealers and collectors, who are willing to pay
more for faster turn-around of the coins and sportscards they submit for grading. As a general rule, dealers and collectors request faster turn-around for vintage or classic coins and sportscards than they do for modern submissions. Consequently,
our gross margin depends, not only upon the mix of grading revenues and auction revenues, but also upon the mix of consigned and owned collectibles sold at our auctions and the mix of vintage and modern collectibles submitted for grading and
authentication.





Our auctions are held periodically throughout the fiscal year. The number and size of the auctions we conduct
vary from quarter to quarter, depending largely on the volume, value and timing of the collectibles consignments that we receive for our auctions. For this reason, our auction revenue can vary, sometimes significantly, from quarter to quarter.
Additionally, under our revenue recognition policies, we do not recognize auction revenues until the items sold at an auction are shipped or delivered to the winning bidders. Since those items generally are not shipped to the winning bidders until
payment is received from them, which can take up to 60 days after completion of an auction, revenue generated from auctions conducted near the end of a fiscal period often cannot be reported until the succeeding fiscal




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period, which contributes to the period-to-period variability in our auction revenues. These circumstances also make it difficult to forecast, on a quarterly
basis, revenue that will be attributable to our auction business.





Our cash flow is also affected by the number and timing of
the auctions we conduct. Generally, we pay consignors of collectibles to our auctions the cash price at which their collectibles were sold, less the sellers commissions earned by us, approximately 45 days after completion of the auction.
However, most of the payments for those collectibles from the winning bidders are not received until 60 days after an auction is completed. As a result, we experience significant cash outflows within the first 45 days, and cash inflows beginning 60
days, following completion of a large auction. Therefore, the amount of cash that we have at the end of any fiscal period can vary widely, depending on the number and timing of the auctions conducted during that fiscal period.





The Company generates substantially all of its revenues from the collectibles market segment, which primarily relies on discretionary
consumer spending. During the last quarter of fiscal year 2001, which ended on June 30, 2001, and through the first and second quarters of the current fiscal year, which ended on September 30, 2001 and December 31, 2001, respectively, the Company
experienced lower revenues from grading submissions, sales of owned collectibles and fees earned on the sale of consigned collectibles. We believe these lower revenues reflect, at least in part, the impact of recent unfavorable economic conditions
on consumer spending. If these unfavorable economic conditions persist, it is likely that they will adversely affect the Companys operating results and financial condition in future periods, as well.





Recent Acquisitions





On
July 14, 2000, we acquired the business of Odyssey Publications, Inc. (Odyssey) for $814,000 in cash. The operations of Odyssey have been included in our operating results from the date of its acquisition. Consequently, our operating
results for the nine months ended March 31, 2002 include the operations of Odyssey for the entire period, whereas our operating results for the nine months ended March 31, 2001 include approximately thirty seven weeks of the operations of Odyssey.





On April 12, 2002, the Company acquired certain assets of Collectible Properties, Inc. (CPI), the currency sales
business of Lyn F. Knight, an employee of the Company, for $1,034,000 in cash. As of March 31, 2002, the Company had advanced $135,000 to the sole owner of CPI, to be applied toward the purchase price of CPI, and has recorded this amount in other
assets. The advance was applied against the purchase price of CPI. The acquisition of CPI, which occurred subsequent to March 31, 2002, will be accounted for in accordance with SFAS No. 141 and SFAS No. 142.




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RESULTS OF OPERATIONS





Net Revenues





Three Months Ended March 31,

Nine Months Ended March 31,2002

2001

2002

2001Net revenues

$12,856,000

$16,614,000

$32,799,000

$41,314,000





Net revenues include fees generated from the grading and authentication of
sportscards, coins, autographs and stamps; the sales prices of owned collectibles sold in our auctions and directly to collectors; commissions earned on sales of consigned collectibles at our auctions; and revenue from the publication of
collectibles magazines. Net revenues are determined net of discounts and allowances, product returns, and commissions paid to consignors on sales of their collectibles.





Net revenues for the three and nine-month periods ended March 31, 2002 decreased by 23% and 21% to $12,856,000 and $32,799,000, respectively, as compared to the corresponding three and
nine-month periods of the prior year, due to declines in both our grading and authentication and our collectibles sales business segments.





Grading and authentication revenue declined by 19% and 20% in the three and nine months ended March 31, 2002, respectively, when compared to the same periods last year primarily because of a continued decline in
sportscard grading submissions. Grading submissions, particularly for modern sportscards, began to decline noticeably in the quarter ended June 30, 2001 and continued to do so throughout the six months ended December 31, 2001. Sportscard grading
revenues for the three months ended March 31, 2002 were approximately equal to those in the immediately preceding quarter, indicating a possible stabilization in the demand for sportscard grading.





Auction and collectibles sales revenues were lower by 25% for the three-month period, and by 21% for the nine-month period, ended March 31, 2002 as
compared to the same prior year periods. The decline in the auction and collectibles sales revenues for the three months ended March 31, 2002 as compared to the same prior year period is the result of the prior years revenues benefiting from
the first time sale of gold coins and ingots from the raised S.S. Central America.We do not ordinarily sell gold ingots. The decline in the auction and collectibles sales during the nine-month period ended March 31, 2002 was primarily due to
a continued softening in demand for sportscards and coins, which we believe is primarily the result of recessionary economic conditions which has reduced the amount of discretionary income available to collectors.





Gross Profit





Three Months Ended March 31,

Nine Months Ended March 31,2002

2001

2002

2001Gross profit

$4,820,000

$7,182,000

$12,593,000

$17,875,000Gross profit margin

37%

43%

38%

43%





Gross profit is calculated by subtracting the cost of revenues from net revenues.
Cost of revenues consist of labor to grade and authenticate coins and sportscards, production costs, printing, credit cards fees, warranty expense and the cost of owned collectibles sold in our auctions. Gross profit margin is gross profit stated as
a percent of net revenues. Gross profit decreased by 33% in the current quarter to $4,820,000 from $7,182,000 in the prior year. For the nine-month period ended March 31, 2002, gross profit decreased 30% to $12,593,000, from $17,875,000 for the
comparable prior year period. The decline in our gross profit margin for both the first nine months of the current fiscal year and the three months ended March 31, 2002, occurred as a result of several factors, including (i) the decline in net sales
which affected gross profit margins because a significant portion of our costs of sales are fixed and, therefore, cannot be reduced directly in proportion to decreases in our revenues; and (ii) lower gross profit margins on grading activities
because we received a higher proportion of modern sportscards for grading. As previously discussed, collectors and dealers submitting modern sportscards generally elect lower cost grading services than with respect to vintage sportscards.




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Selling, General and Administrative Expenses





Three Months Ended March 31,

Nine Months Ended March 31,2002

2001

2002

2001SG&A

$5,282,000

$5,145,000

$15,635,000

$14,305,000Percent of net revenues

41%

31%

48%

35%





Selling, general and administrative (SG&A) expenses primarily
include advertising and sales promotional expenses, wages and payroll-related expenses, professional and consulting expenses, travel and entertainment, facility-related expenses and security charges. SG&A expenses increased from $5,145,000 in
the three months ended March 31, 2001 to $5,282,000 for the three-month period ended March 31, 2002, and from $14,305,000 in the nine-month period ended March 31, 2001 to $15,635,000 for the same period ended March 31, 2002. SG&A, as a
percentage of net revenue, increased from 31% to 41% and from 35% to 48% for the three and nine-month periods ended March 31, 2002, respectively, when compared to the same prior year periods. The increases in SG&A were primarily attributed to
severance payments related to staff reductions and expenses associated with the implementation of a new enterprise software system, which were only partially offset by lower travel, postage and printing expenses associated with collectibles shows
and auctions.





Amortization of Goodwill and Intangibles





Three Months Ended March 31,

Nine Months Ended March 31,2002

2001

2002

2001Amortization of goodwill and intangibles

$411,000

$412,000

$1,234,000

$1,385,000Percent of net revenues

3.2%

2.5%

3.8%

3.4%





Amortization of goodwill and intangibles consist of goodwill charges relating to
acquisitions by the Company and amortization charges for non-competition agreements that we obtained from the sellers in those acquisitions. We amortize goodwill over periods of 5 to 15 years and the non-competition agreements over the duration of
those agreements, which range from 3 to 5 years. Amortization expense for the third quarter was $411,000 as compared to $412,000 last year. Amortization expense for the nine months ended March 31, 2002 was $1,234,000 down from $1,385,000 for the
same prior year period. The reduction in amortization expense results from a charge for the impairment of goodwill that was recorded in the second quarter of the prior fiscal year, which reduced total goodwill and, therefore, also the subsequent
quarterly goodwill amortization charges.





Interest Income, Net





Three Months Ended March 31,

Nine Months Ended March 31,2002

2001

2002

2001Interest income, net

$107,000

$200,000

$233,000

$725,000Percent of net revenues

0.8%

1.2%

0.7%

1.8%





Interest income, net for the three and nine-month periods ended March 31, 2002
was lower than in the corresponding periods of the prior year because of lower cash and cash equivalent balances, lower short-term interest rates, and a $22,000 charge in the quarter ended September 30, 2001 for interest expense resulting from a
sales tax audit. Our cash balances fluctuate because of the variability in the timing and size of our auctions, and accordingly it is anticipated that interest income will fluctuate on a quarter-to-quarter basis (see Overview  Factors
Affecting Revenues and Margins above in this Item 2).




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Income Taxes





Income tax benefit was provided for at a 33% rate for the first nine months of the current year, which reflects the statutory rate for a California-based company of 40.8% and the
non-deductibility of certain goodwill amortization charges and other permanent tax differences. In the first nine months of the prior fiscal year, income tax expense was provided for at a 46.6% rate. Due primarily to the non-deductibility of certain
goodwill amortization charges and other permanent tax differences, we expect our tax rate to remain at approximately the current rate for the remainder of this fiscal year.





LIQUIDITY AND CAPITAL RESOURCES





At March 31, 2002, we had cash and cash equivalents of
$4,103,000 as compared to cash and cash equivalents of $5,874,000 at June 30, 2001. That decrease resulted, in part, from the period-to-period variability in the timing of our collectibles auctions and from the loss from operations incurred in the
nine months ended March 31, 2002, both of which were partially offset by cash generated from an inventory reduction program. We generally pay consignors to our auctions on the 45 th day following the close of an auction. However, most of the payments for those collectibles from the winning bidders are not received until 60 days after an auction is completed. As a
result, we experience significant cash outflows within the first 45 days, and cash inflows beginning 60 days, following completion of a large auction until this auction cycle resumes. Depending on the number of auctions held in any fiscal period,
the relative size of those auctions in terms of the number and value of the items sold and the timing of each auction, this auction cycle can cause significant fluctuations in our cash balances. Because the variability in the timing,
number and size of our auctions is an inherent feature of our business, we expect that our cash and cash equivalent balances will be subject to continuing period-to-period fluctuations in subsequent reporting periods.





Historically, we have relied on internally generated funds, rather than borrowings, as our primary source of funds to support operations. Our grading
and authentication services provide us with a relatively steady source of cash, because, in most instances, our customers prepay for services at the time they submit their collectibles for authentication and grading. Our auction activities
experience significant fluctuations in cash flows depending upon each individual auction cycle and size of the auctions. We do have a $1.5 million short-term unsecured credit facility with a commercial bank. Borrowings under that credit facility
have been used primarily (i) to fund advances to consignors of collectibles to our auctions of a portion of the sales prices that are expected to be realized from the sales of those collectibles and (ii) to finance short-term working capital
requirements.





Operating activities used cash of $870,000 during the nine-month period ended March 31, 2002 as compared to using
net cash of $2,840,000 in the nine-month period ended March 31, 2001. The reduced use of internally generated cash flow during the first nine months of this year was due primarily to an increase in the number of auctions conducted, and the timing of
auctions that we completed during that period, which resulted in an inflow of cash during March, 2002 from winning bidders and to reductions in collectibles inventories as a result of an inventory reduction program initiated during the first quarter
of the current fiscal year.





Net cash used in investing activities was $959,000 for the nine-month period ended March 31, 2002
and consisted of expenditures for fixed assets, primarily for software costs associated with a new enterprise software system and related computer servers, and for an advance made to an officer of the Company. In addition, $135,000 was advanced to
the seller of CPI that was subsequently acquired by the Company. That advance was applied to the purchase price paid by the Company for the certain assets of CPI (see Note 7 to the interim condensed consolidated financial statements included in Item
1 of this Report).





Net cash provided by financing activities for the nine-month period ended March 31, 2001, was $58,000 and
consisted of proceeds from sales of shares under our Employee Stock Purchase Plan and the exercise of employee stock options.





We believe that our existing cash balances and internally generated funds, together with periodic short-term borrowings under our $1.5 million credit line, will be sufficient to fund our cash requirements for at least the next twelve
months. However, our cash requirements will depend on several factors, including our ability to achieve and maintain operating profitability, the need to increase inventory of collectibles for auction, capital expenditures for our new enterprise
software system and various other factors. Depending on our profitability and working capital requirements, we may require additional financing from external sources in the future through equity or debt offerings, which may or




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may not be available or may be dilutive to our shareholders. Our ability to obtain financing from external sources will depend upon our operating results,
financial condition, future business prospects and conditions then prevailing in the relevant capital markets.





RECENT ACCOUNTING PRONOUNCEMENTS





In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of financial Accounting Standards (SFAS) No.
133,Accounting for Derivative Instruments and Hedging Activities. The Company adopted SFAS No. 133 effective for the first quarter of its fiscal year that began July 1, 2000. SFAS No. 133 requires that the Company record all derivatives on
the balance sheet at fair value. The Company does not have any derivative instruments nor does the Company engage in hedging activities. Therefore, the adoption of SFAS No. 133 had no impact on the Companys financial statements.





In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS
No. 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS No. 141 also requires that the Company recognize
acquired intangible assets, apart from goodwill, if the acquired intangible assets meet certain criteria. SFAS No. 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after
July 1, 2001. It also will require the Company to reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS No. 141 at the time it adopts SFAS No. 142, which is described below.





SFAS No. 142, which the Company will adopt on July 2, 2002, which is the beginning of our next fiscal year, requires, among other things, that companies
no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS No. 142 requires that companies identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with indefinite useful lives. An intangible asset with an indefinite useful life will be tested for impairment at least annually in accordance
with the guidance in SFAS No. 142. SFAS No. 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially
recognized. Our first fiscal year after December 15, 2001 will begin on July 2, 2002. SFAS No. 142 requires the Company to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS No. 142 and to
complete a transitional goodwill impairment test by January 2, 2002, which is six months from the date it will be adopted by the Company.





The Companys previous business combinations were accounted for using the purchase method of accounting. As of December 31, 2001 and June 30, 2001, the net carrying amounts of goodwill were $14,962,000 and
$16,146,000, respectively. Amortization expense for the three and nine-month periods ended March 31, 2002 was $411,000 and $1,234,000, respectively. Amortization expense for the three and nine-month periods ended March 31, 2001 was $412,000 and
$1,385,000, respectively. Currently, the Company is assessing, but has not yet determined, how the adoption of SFAS No. 142 will impact its financial statements.





In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived assets.SFAS No. 144 addresses significant issues relating to the
implementation of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,and develops a single accounting model, based on the framework established by SFAS No. 121, for long-lived assets
to be disposed of by sale, whether previously held and used or newly acquired. SFAS No. 144 is required to be adopted by the Company on July 1, 2002. The adoption of SFAS No. 144 is not expected to have a material impact on the Companys
financial position or results of operations.




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ADDITIONAL FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS





There are a number of factors that could affect our future operating results and financial condition. Those factors include the factors discussed in the Section of this Quarterly
Report entitled Managements Discussion and Analysis of Financial Condition and Results of Operations and the factors described under the caption Factors That Could Affect Our Future Performance contained in
Item 1  DESCRIPTION OF BUSINESS, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2001 filed with the Securities and Exchange Commission, to which reference is hereby made for additional information regarding
these factors. In particular, the factors described in our Annual Report that could adversely affect our future financial performance include the risk that the popularity of collectibles will decline; declines in the general economic conditions
which can result in reductions in purchases of collectibles and in grading submissions by collectors and dealers; temporary popularity of certain collectibles could cause revenues to fluctuate; frequency and fluctuations in the size of auctions,
which are largely a function of our ability to obtain consignments of collectibles from dealers and collectors, could cause revenues to fluctuate; competition for limited supplies of high-end collectibles for auctions among collectibles companies
which could have the effect of reducing profit margins; lack of adequate investment returns on new business opportunities; the possibility of having to write down the carrying value of owned collectibles inventories because of market value
fluctuations or an inability to sell collectibles in a timely manner; increased competition; the risk that we will incur unanticipated liabilities under our authentication and grading warranties; and government regulation that could cause operating
costs to increase.





ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Market risk represents the risk of loss that may impact the financial position, results of operations or cash flows of the Company due to adverse changes in financial market prices, including interest rate risk, foreign currency exchange
rate risk, commodity price risk and other relevant market rate or price risks.





Due to the cash balances that we maintain, we
are exposed to risk of changes in short-term interest rates. At June 30, 2001 and March 31, 2002, we had $5,874,000 and $4,103,000, respectively, in cash and cash equivalents. These cash balances are primarily invested in a highly liquid money
market fund and interest earned is re-invested in the same fund, which accounts for the interest income that we generate. Reductions in short-term interest rates could result in reductions in the amount of that income. However, the impact on our
operating results of such changes is not expected to be material.





The Company has no activities that would expose it to foreign
currency exchange rate risk or commodity price risks.




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PART IIOTHER INFORMATION





ITEM 4.    EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS





(a)  Exhibits.





None





(b)  Reports on Form 8-K.





None




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SIGNATURES





Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





COLLECTORS UNIVERSE, INC.Date: May 15, 2002



/s/    ROGER W.
JOHNSONRoger W. Johnson, Chairman and Chief Executive Officer





Date: May 15, 2002



/s/    MICHAEL J.
LEWISMichael J. Lewis, Chief Financial Officer







S-1