|
Delaware
(State of Incorporation)
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11-2464169
(IRS Employer I.D. No.)
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Title of each class
Common Stock, $0.01 par value
|
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Name of each exchange on which registered
NASDAQ Global Select Market
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes.
o
No.
þ
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes.
o
No.
þ
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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.
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Yes.
þ
No.
o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes.
þ
No.
o
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes.
o
No.
þ
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Aggregate market value of registrant’s common stock held by non-affiliates of the registrant on December 31, 2014, based upon the closing price of Common Stock on such date as reported by NASDAQ Global Select Market, was approximately $44,109,134. Shares of common stock known to be owned by directors and executive officers of the Registrant subject to Section 16 of the Securities Exchange Act of 1934 are not included in the computation. No determination has been made that such persons are “affiliates” within the meaning of Rule 12b-2 under the Exchange Act.
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||
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As of September 22, 2015, the registrant had 6,973,549 shares of common stock outstanding, par value $0.01 per share.
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Page
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•
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distributes gold and silver coins and bars from sovereign and private mints;
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•
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provides financing for the purchase of bullion and numismatics;
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•
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offers secure storage for bullion; and
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•
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offers complementary products such as consignment, customized finance and liquidity programs such as Repo accounts, and trade quotes in a variety of foreign currencies.
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•
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vertically integrated operations that span trading, distribution, storage, financing and other consignment products and services;
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•
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an extensive and varied customer base that includes banks and other financial institutions, coin dealers, jewelers, collectors, private investors, investment advisors, manufacturers, refiners, sovereign mints and mines;
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•
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secure storage for bullion;
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•
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access to primary market makers, suppliers, refiners and government mints that provide a dependable supply of precious metals and precious metal products;
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•
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trading offices in Santa Monica, California and Vienna, Austria, giving our customers live access to our trading desk 17 hours each trading day, even when many major world commodity markets are closed;
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•
|
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the largest precious metals dealer network in North America;
|
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•
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depository relationships in major financial centers around the world;
|
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|
•
|
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experienced traders who effectively manage A-Mark's exposure to commodity price risk; and
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•
|
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a strong management team, with over 100 years of collective industry experience.
|
•
|
The prices that we charge our trading customers include an interest carrying factor that reflects our cost of funds. The trading business is highly price competitive, and characterized by narrow margins. If our cost of funds increases and we cannot pass on the increase to our customers, our gross profit will decrease.
|
•
|
We borrow to finance, in part, our inventory of precious metals and coins. If our interest costs increase, we would either have to absorb the increased costs, cutting into our margins, or reduce our inventory levels, which could adversely impact our ability to service our customers.
|
•
|
In certain cases, our ability to offer customers financing for their purchases of precious metals and coins at competitive rates is an important factor the customers’ decision to transact with us. The financing we provide to our customers is funded, in part, through the borrowings under our credit facility. If our borrowing costs increase, and our customers are unwilling to finance their purchases at the higher rates, we would lose sales.
|
•
|
Receivables from our customers with whom we trade in precious metal products are effectively short-term, non-interest bearing extensions of credit that are, in most cases, secured by the related products maintained in the Company’s possession or by a letter of credit issued on behalf of the customer. On average, these receivables are outstanding for periods of between 8 and 9 days.
|
•
|
The Company operates a financing business through CFC that makes secured loans at loan to value ratios—principal loan amount divided by the "liquidation value", as conservatively estimated by management, of the collateral—of, in most cases, 50% to 80%. These loans are both variable and fixed interest rate loans, with maturities from six to twelve months.
|
•
|
We make advances to our customers on unrefined metals secured by materials received from the customer. These advances are limited to a portion of the materials received.
|
•
|
The Company makes unsecured, short-term, non-interest bearing advances to wholesale metals dealers and government mints.
|
•
|
The Company periodically extends short-term credit through the issuance of notes receivable to approved customers at interest rates determined on a customer-by-customer basis.
|
•
|
our loan underwriting and other credit policies and controls designed to assure repayment, which may prove inadequate to prevent losses;
|
•
|
our ability to sell collateral upon customer defaults for amounts sufficient to offset credit 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; and
|
•
|
the reserves we establish for loan losses, which may prove inadequate.
|
Location
|
|
Square Footage
|
|
Lease Term/Expiration
|
|
Santa Monica, California
|
|
7,100
|
|
|
April 2017
|
Las Vegas, Nevada
|
|
14,000
|
|
|
April 2020
|
Vienna, Austria
|
|
2,100
|
|
|
September 2016
|
|
2015
|
|
2014
|
||||||||||||
Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
$
|
12.04
|
|
|
$
|
11.20
|
|
|
N/A
|
|
|
N/A
|
|
||
Second
|
$
|
11.15
|
|
|
$
|
9.44
|
|
|
N/A
|
|
|
N/A
|
|
||
Third
|
$
|
10.74
|
|
|
$
|
9.61
|
|
|
N/A
|
|
|
N/A
|
|
||
Fourth
|
$
|
10.96
|
|
|
$
|
10.08
|
|
|
$
|
13.08
|
|
|
$
|
10.87
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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Plan category
|
|
(a)
Number of
securities to be issued upon exercise of outstanding options, warrants and rights
|
|
|
(b)
Weighted average
exercise price of outstanding options, warrants and rights
|
|
|
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
||||
Equity compensation plans approved by security holders
|
|
328,415
|
|
(1)
|
|
$
|
8.40
|
|
(2)
|
|
622,000
|
|
(3)
|
Equity compensation plans not approved by security holders
(3)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total
|
|
328,415
|
|
|
|
$
|
8.40
|
|
|
|
622,000
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
(1)
|
|
Consists of stock options and restricted stock units granted by A-Mark to replace outstanding SGI stock options and restricted stock units in connection with the spinoff and options issued by A-Mark subsequent to the spinoff. The former SGI equity awards had been granted by SGI under its 2012 Stock Award and Incentive Plan (2012 Plan) and its 1997 Stock Incentive Plan, as amended (1997 Plan). The terms of the 2012 Plan and 1997 Plan governing equity awards generally apply to the replacement awards granted by A-Mark, but A-Mark was not and is not authorized to grant equity awards under those Plans other than the equity awards that directly replaced the former SGI equity awards.
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|
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(2)
|
|
Weighted average exercise price is calculated including RSUs, which for this purpose are treated as having an exercise price of zero. If calculated solely for options and stock appreciation rights that have an exercise price, the weighted average exercise price of outstanding options, warrants and rights at June 30, 2015 was $11.39.
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|
|
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(3)
|
|
These shares are available for future issuance under A-Mark's 2014 Stock Award and Incentive Plan (2014 Plan). All 2014 Plan shares are available for awards of stock options, stock appreciation rights, restricted stock units, restricted stock and other "full-value" awards.
|
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•
|
Executive overview
.
This section provides a general description of our business, as well as significant transactions and events that we believe are important in understanding the results of operations.
|
•
|
Results of operations
.
This section provides an analysis of our results of operations presented in the accompanying
consolidated
statements of income by comparing the results for the respective years. Included in our analysis is a discussion of two performance metrics: (i) inventory turnover ratio and (ii) number of secured loans at year-end. Our inventory turnover ratio is a measure of how quickly inventory has moved during the past
twelve months
. The majority of the Company’s trading activities involve two day value trades that produce slim gross margin percentages. The inventory turnover ratio measures the efficiency of our trading activity and the liquidity of our inventory. The number of secured loans at year-end, together with the aggregate of secured loans outstanding, are indicators of the size of our finance lending business.
|
•
|
Financial condition and liquidity and capital resources
.
This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt that existed as of
June 30, 2015
. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund our future commitments, as well as a discussion of other financing arrangements.
|
•
|
Critical accounting estimates
.
This section discusses those accounting policies that both are considered important to our financial condition and results, and require significant judgment and estimates on the part of management in their application. In addition, all of our policies, including critical accounting policies, are summarized in
Note 2
to the accompanying
consolidated
financial statements.
|
•
|
Recent accounting pronouncements
.
This section discusses new accounting pronouncements, dates of implementation and impact on our accompanying
consolidated
financial statements, if any.
|
in thousands, except per share data and performance metrics
|
|
|
||||||||||||||||||
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
6,070,234
|
|
|
100.000
|
%
|
|
$
|
5,979,354
|
|
|
100.000
|
%
|
|
$
|
90,880
|
|
|
1.5
|
%
|
Gross profit
|
24,498
|
|
|
0.404
|
%
|
|
27,441
|
|
|
0.459
|
%
|
|
$
|
(2,943
|
)
|
|
(10.7
|
)%
|
||
Selling, general and administrative expenses
|
(17,131
|
)
|
|
(0.282
|
)%
|
|
(15,570
|
)
|
|
(0.261
|
)%
|
|
$
|
1,561
|
|
|
10.0
|
%
|
||
Interest income
|
6,073
|
|
|
0.100
|
%
|
|
5,592
|
|
|
0.094
|
%
|
|
$
|
481
|
|
|
8.6
|
%
|
||
Interest expense
|
(4,311
|
)
|
|
(0.071
|
)%
|
|
(3,926
|
)
|
|
(0.066
|
)%
|
|
$
|
385
|
|
|
9.8
|
%
|
||
Unrealized gains (losses) on foreign exchange
|
19
|
|
|
—
|
%
|
|
(6
|
)
|
|
—
|
%
|
|
$
|
25
|
|
|
NM
|
|
||
Net income before provision for income taxes
|
9,148
|
|
|
0.151
|
%
|
|
13,531
|
|
|
0.226
|
%
|
|
$
|
(4,383
|
)
|
|
(32.4
|
)%
|
||
Provision for income taxes
|
(2,097
|
)
|
|
(0.035
|
)%
|
|
(5,272
|
)
|
|
(0.088
|
)%
|
|
$
|
(3,175
|
)
|
|
(60.2
|
)%
|
||
Net income
|
$
|
7,051
|
|
|
0.116
|
%
|
|
$
|
8,259
|
|
|
0.138
|
%
|
|
$
|
(1,208
|
)
|
|
(14.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
$
|
1.01
|
|
|
|
|
$
|
1.10
|
|
(1)
|
|
|
$
|
(0.09
|
)
|
|
(8.2
|
)%
|
||
Diluted
|
$
|
1.00
|
|
|
|
|
$
|
1.09
|
|
(1)
|
|
|
$
|
(0.09
|
)
|
|
(8.3
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performance Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Inventory turnover ratio
|
32.9
|
|
(2)
|
|
|
35.2
|
|
(2)
|
|
|
(2.3
|
)
|
|
(6.5
|
)%
|
|||||
Number of secured loans at year end
|
346
|
|
(3)
|
|
|
128
|
|
(3)
|
|
|
218
|
|
|
170.3
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
6,070,234
|
|
|
100.000
|
%
|
|
$
|
5,979,354
|
|
|
100.000
|
%
|
|
$
|
90,880
|
|
|
1.5
|
%
|
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
24,498
|
|
|
0.404
|
%
|
|
$
|
27,441
|
|
|
0.459
|
%
|
|
$
|
(2,943
|
)
|
|
(10.7
|
)%
|
Inventory turnover ratio
|
32.9
|
|
|
|
|
35.2
|
|
|
|
|
(2.3
|
)
|
|
(6.5
|
)%
|
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(17,131
|
)
|
|
(0.282
|
)%
|
|
$
|
(15,570
|
)
|
|
(0.261
|
)%
|
|
$
|
1,561
|
|
|
10.0
|
%
|
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
6,073
|
|
|
0.100
|
%
|
|
$
|
5,592
|
|
|
0.094
|
%
|
|
$
|
481
|
|
|
8.6
|
%
|
Number of secured loans at year-end
|
346
|
|
|
|
|
128
|
|
|
|
|
218
|
|
|
170.3
|
%
|
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(4,311
|
)
|
|
(0.071
|
)%
|
|
$
|
(3,926
|
)
|
|
(0.066
|
)%
|
|
$
|
385
|
|
|
9.8
|
%
|
Years Ended June 30,
|
2015
|
|
2014
|
|
$
|
|
%
|
||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||
Provision for income taxes
|
(2,097
|
)
|
|
(0.035
|
)%
|
|
(5,272
|
)
|
|
(0.088
|
)%
|
|
(3,175
|
)
|
|
(60.2
|
)%
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
Compared to
June 30, 2014
|
|
||||||
Lines of credit
|
|
$
|
147,000
|
|
|
$
|
135,200
|
|
|
$
|
11,800
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
Compared to June 30, 2014 |
|
||||||
Liability on borrowed metals
|
|
$
|
9,500
|
|
|
$
|
8,709
|
|
|
$
|
791
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
Compared to June 30, 2014 |
|
||||||
Product financing agreement
|
|
$
|
39,425
|
|
|
$
|
24,610
|
|
|
$
|
14,815
|
|
|
in thousands
|
|
|
|
|
||||||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
Compared to June 30, 2014 |
||||||
Secured loans
|
|
$
|
49,316
|
|
|
$
|
41,261
|
|
|
$
|
8,055
|
|
in thousands
|
|
|
|
|
||||||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
June 30, 2015
Compared to June 30, 2014 |
||||||
Dividends, declared
|
|
$
|
698
|
|
|
$
|
10,000
|
|
|
$
|
(9,302
|
)
|
in thousands
|
|
|
|
|
|
|||||||
June 30,
|
|
2015
|
|
2014
|
|
2015 Compared to 2014
|
|
|||||
Net cash used in operating activities
|
|
$
|
(3,905
|
)
|
|
$
|
(16,745
|
)
|
|
12,840
|
|
|
Net cash used in investing activities
|
|
$
|
(14,178
|
)
|
|
$
|
(5,632
|
)
|
|
(8,546
|
)
|
|
Net cash provided by financing activities
|
|
$
|
25,817
|
|
|
$
|
14,005
|
|
|
11,812
|
|
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Inventory
|
|
$
|
191,501
|
|
|
$
|
175,554
|
|
Less unhedgable inventory:
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or market
|
|
(1,518
|
)
|
|
(2,564
|
)
|
||
Premium on metals position
|
|
(3,255
|
)
|
|
(3,285
|
)
|
||
Inventory value not hedged
|
|
(4,773
|
)
|
|
(5,849
|
)
|
||
|
|
|
|
|
||||
Subtotal
|
|
186,728
|
|
|
169,705
|
|
||
Commitments at market:
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
444,023
|
|
|
489,944
|
|
||
Open inventory sales commitments
|
|
(249,081
|
)
|
|
(190,108
|
)
|
||
Margin sale commitments
|
|
(12,430
|
)
|
|
(15,751
|
)
|
||
In-transit inventory no longer subject to market risk
|
|
(13,807
|
)
|
|
(4,522
|
)
|
||
Unhedgable premiums on open commitment positions
|
|
528
|
|
|
1,694
|
|
||
Inventory borrowed from suppliers
|
|
(9,500
|
)
|
|
(8,709
|
)
|
||
Product financing obligation
|
|
(39,425
|
)
|
|
(24,610
|
)
|
||
Advances on industrial metals
|
|
3,340
|
|
|
8,813
|
|
||
Inventory subject to price risk
|
|
310,376
|
|
|
426,456
|
|
||
|
|
|
|
|
||||
Inventory subject to derivative financial instruments:
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
202,323
|
|
|
206,055
|
|
||
Precious metals futures contracts at market values
|
|
107,993
|
|
|
220,984
|
|
||
Total market value of derivative financial instruments
|
|
310,316
|
|
|
427,039
|
|
||
|
|
|
|
|
||||
Net inventory subject to commodity price risk
|
|
$
|
60
|
|
|
$
|
(583
|
)
|
in thousands
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Purchase commitments
|
|
$
|
444,023
|
|
|
$
|
489,944
|
|
Sales commitments
|
|
$
|
(249,081
|
)
|
|
$
|
(190,108
|
)
|
Margin sale commitments
|
|
$
|
(12,430
|
)
|
|
$
|
(15,751
|
)
|
Open forward contracts
|
|
$
|
202,323
|
|
|
$
|
206,055
|
|
Open futures contracts
|
|
$
|
107,993
|
|
|
$
|
220,984
|
|
Foreign exchange forward contracts
|
|
$
|
6,242
|
|
|
$
|
2,684
|
|
Index to the Consolidated Financial Statements
|
|
|
Page
|
|
|
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; |
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on the financial statements. |
June 30,
|
2015
|
|
2014
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
20,927
|
|
|
$
|
13,193
|
|
Receivables, net
|
90,055
|
|
|
102,824
|
|
||
|
|
|
|
||||
Inventories:
|
|
|
|
||||
Inventories
|
152,076
|
|
|
150,944
|
|
||
Restricted inventories
|
39,425
|
|
|
24,610
|
|
||
|
191,501
|
|
|
175,554
|
|
||
|
|
|
|
||||
Income taxes receivable
|
7,846
|
|
|
—
|
|
||
Income taxes receivable from Former Parent
|
1,095
|
|
|
3,139
|
|
||
Prepaid expenses and other assets
|
1,202
|
|
|
613
|
|
||
Total current assets
|
312,626
|
|
|
295,323
|
|
||
|
|
|
|
||||
Property and equipment, net
|
2,850
|
|
|
1,678
|
|
||
Goodwill
|
4,884
|
|
|
4,884
|
|
||
Intangibles, net
|
2,369
|
|
|
2,753
|
|
||
Long-term receivables
|
650
|
|
|
—
|
|
||
Long-term investments
|
2,500
|
|
|
500
|
|
||
Deferred tax assets - non-current
|
23
|
|
|
—
|
|
||
Total assets
|
$
|
325,902
|
|
|
$
|
305,138
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Lines of credit
|
$
|
147,000
|
|
|
$
|
135,200
|
|
Liability on borrowed metals
|
9,500
|
|
|
8,709
|
|
||
Product financing arrangement
|
39,425
|
|
|
24,610
|
|
||
Accounts payable
|
68,536
|
|
|
77,426
|
|
||
Accrued liabilities
|
5,330
|
|
|
6,070
|
|
||
Income taxes payable
|
—
|
|
|
2,178
|
|
||
Deferred tax liability - current
|
149
|
|
|
1,456
|
|
||
Total current liabilities
|
269,940
|
|
|
255,649
|
|
||
Deferred tax liabilities
|
—
|
|
|
33
|
|
||
Total liabilities
|
269,940
|
|
|
255,682
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of June 30, 2015 and June 30, 2014
|
—
|
|
|
—
|
|
||
Common Stock, par value $0.01; 40,000,000 authorized; 6,973,549 and 6,962,742
issued and outstanding as of June 30, 2015 and June 30, 2014, respectively |
70
|
|
|
70
|
|
||
Additional paid-in capital
|
22,470
|
|
|
22,317
|
|
||
Accumulated other comprehensive income
|
—
|
|
|
—
|
|
||
Retaining earnings
|
33,422
|
|
|
27,069
|
|
||
Total stockholders’ equity
|
55,962
|
|
|
49,456
|
|
||
Total liabilities and stockholders’ equity
|
$
|
325,902
|
|
|
$
|
305,138
|
|
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Revenues
|
|
$
|
6,070,234
|
|
|
$
|
5,979,354
|
|
|
Cost of sales
|
|
6,045,736
|
|
|
5,951,913
|
|
|
||
Gross profit
|
|
24,498
|
|
|
27,441
|
|
|
||
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
(17,131
|
)
|
|
(15,570
|
)
|
|
||
Interest income
|
|
6,073
|
|
|
5,592
|
|
|
||
Interest expense
|
|
(4,311
|
)
|
|
(3,926
|
)
|
|
||
Unrealized gains (losses) on foreign exchange
|
|
19
|
|
|
(6
|
)
|
|
||
Net income before provision for income taxes
|
|
9,148
|
|
|
13,531
|
|
|
||
Provision for income taxes
|
|
(2,097
|
)
|
|
(5,272
|
)
|
|
||
Net income
|
|
$
|
7,051
|
|
|
$
|
8,259
|
|
|
|
|
|
|
|
|
||||
Basic and diluted income per share:
|
|
|
|
|
|
||||
Basic - net income
|
|
$
|
1.01
|
|
|
$
|
1.10
|
|
|
Diluted - net income
|
|
$
|
1.00
|
|
|
$
|
1.09
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||
Basic
|
|
6,962,800
|
|
|
7,530,300
|
|
|
||
Diluted
|
|
7,062,600
|
|
|
7,590,400
|
|
|
|
|
Common Stock
(Shares)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Total Stockholders’ Equity
|
|
|||||||||
Balance, June 30, 2013
|
|
7,402,664
|
|
|
74
|
|
|
24,370
|
|
|
28,810
|
|
|
53,254
|
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,259
|
|
|
8,259
|
|
|
||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
194
|
|
|
||||
Release of restricted stock units
|
|
15,582
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Repurchase and retirement of restricted stock units for payroll taxes
|
|
(4,549
|
)
|
|
—
|
|
|
(53
|
)
|
|
—
|
|
|
(53
|
)
|
|
||||
Cancellation of shares by Former Parent
|
|
(71,922
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Repurchase common stock
|
|
(379,033
|
)
|
|
(4
|
)
|
|
(2,194
|
)
|
|
—
|
|
|
(2,198
|
)
|
|
||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|
(10,000
|
)
|
|
||||
Balance, June 30, 2014
|
|
6,962,742
|
|
|
$
|
70
|
|
|
$
|
22,317
|
|
|
$
|
27,069
|
|
|
$
|
49,456
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,051
|
|
|
7,051
|
|
|
||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
253
|
|
|
—
|
|
|
253
|
|
|
||||
Release of restricted stock units
|
|
20,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
Repurchase and retirement of restricted stock units for payroll taxes
|
|
(9,570
|
)
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
(100
|
)
|
|
||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(698
|
)
|
|
(698
|
)
|
|
||||
Balance, June 30, 2015
|
|
6,973,549
|
|
|
$
|
70
|
|
|
$
|
22,470
|
|
|
$
|
33,422
|
|
|
$
|
55,962
|
|
|
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net Income
|
|
$
|
7,051
|
|
|
$
|
8,259
|
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
895
|
|
|
934
|
|
|
||
Deferred income taxes
|
|
(1,364
|
)
|
|
6,930
|
|
|
||
Interest added to principal of secured loans
|
|
(212
|
)
|
|
(476
|
)
|
|
||
Share-based compensation
|
|
253
|
|
|
194
|
|
|
||
Loss on sale of property and equipment
|
|
41
|
|
|
—
|
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||||
Receivables
|
|
20,224
|
|
|
14,282
|
|
|
||
Secured loans to Former Parent
|
|
2,562
|
|
|
(2,562
|
)
|
|
||
Income tax receivable
|
|
(7,846
|
)
|
|
—
|
|
|
||
Inventories
|
|
(15,947
|
)
|
|
(13,176
|
)
|
|
||
Prepaid expenses and other current assets
|
|
(589
|
)
|
|
(126
|
)
|
|
||
Accounts payable
|
|
(8,890
|
)
|
|
(8,584
|
)
|
|
||
Liabilities on borrowed metals
|
|
791
|
|
|
(11,408
|
)
|
|
||
Accrued liabilities
|
|
(740
|
)
|
|
(531
|
)
|
|
||
Receivable from/ payables to Former Parent
|
|
2,044
|
|
|
(12,659
|
)
|
|
||
Income taxes payable
|
|
(2,178
|
)
|
|
2,178
|
|
|
||
Net cash used in operating activities
|
|
(3,905
|
)
|
|
(16,745
|
)
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||||
Capital expenditures for property and equipment
|
|
(1,784
|
)
|
|
(1,011
|
)
|
|
||
Proceeds from the sale of property and equipment
|
|
60
|
|
|
—
|
|
|
||
Purchase of cost method investment
|
|
(2,000
|
)
|
|
(500
|
)
|
|
||
Secured loans, net
|
|
(10,454
|
)
|
|
(4,121
|
)
|
|
||
Net cash used in investing activities
|
|
(14,178
|
)
|
|
(5,632
|
)
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||||
Product financing arrangement, net
|
|
14,815
|
|
|
(13,944
|
)
|
|
||
Dividends paid
|
|
(698
|
)
|
|
(10,000
|
)
|
|
||
Borrowings under lines of credit, net
|
|
11,800
|
|
|
40,200
|
|
|
||
Retirement of repurchased Afinsa and Auctentia common stock and interest in A-Mark Precious Metals, Inc.
|
|
—
|
|
|
(2,198
|
)
|
|
||
Repurchase and retirement of restricted stock for payroll taxes
|
|
(100
|
)
|
|
(53
|
)
|
|
||
Net cash provided by financing activities
|
|
25,817
|
|
|
14,005
|
|
|
||
|
|
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
7,734
|
|
|
(8,372
|
)
|
|
||
Cash and cash equivalents, beginning of period
|
|
13,193
|
|
|
21,565
|
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
20,927
|
|
|
$
|
13,193
|
|
|
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||
Interest expense
|
|
$
|
4,141
|
|
|
$
|
3,908
|
|
|
Income taxes
|
|
$
|
12,883
|
|
|
$
|
7,667
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||
Interest added to principal of secured loans
|
|
$
|
212
|
|
|
$
|
476
|
|
|
Secured loans received in satisfaction of customer receivable
|
|
$
|
—
|
|
|
$
|
12,800
|
|
|
•
|
A-Mark-SGI Arrangements.
All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts receivable, between us and our subsidiaries and other affiliates, on the one hand, and SGI and its other subsidiaries and other affiliates, on the other hand, terminated effective as of the Distribution, except certain agreements and arrangements that we and SGI expressly provided will survive the Distribution.
|
•
|
The Distribution; Conditions.
The Distribution Agreement governed the rights and obligations of the parties regarding the proposed Distribution and set forth the conditions that must be satisfied or waived by SGI in its sole discretion.
|
•
|
Exchange of Information
. The Company and SGI have agreed to provide each other with access to information in the other party's possession or control owned by such party and created prior to the Distribution date, or as may be reasonably necessary to comply with reporting, disclosure, filing or other requirements of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings and to satisfy audit, accounting, litigation and other similar requests. The Company and SGI have also agreed to retain such information in
|
•
|
Release of Claims.
The Company and SGI agreed to broad releases pursuant to which we released the other and its affiliates, successors and assigns and their respective shareholders, directors, officers, agents and employees from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the Distribution. These releases are subject to certain exceptions set forth in the Distribution Agreement.
|
•
|
Indemnification.
The Company and SGI agreed to indemnify each other and each other’s current and former directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing against certain liabilities in connection with the Distribution and each other’s respective businesses.
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2015
|
|
2014
(2)
|
|
||||
Basic weighted average shares outstanding
(1)
|
|
6,963
|
|
|
7,530
|
|
|
||
Effect of common stock equivalents — stock issuable under outstanding equity awards
|
|
100
|
|
|
60
|
|
|
||
Diluted weighted average shares outstanding
|
|
7,063
|
|
|
7,590
|
|
|
||
|
|
||||||||
_________________________________
|
|
||||||||
(1)
|
|
Basic weighted average shares outstanding include the effect of vested but unissued restricted stock grants.
|
|
||||||
(2)
|
|
Basic and diluted income per share was based on historical SGI basic and fully diluted share figures through March 14, 2014, the distribution date. Amounts shown were retroactively adjusted to give effect for the share distribution in connection with the spinoff, on the basis of one share of A-Mark stock issued for every four shares of SGI stock held through the distribution date. Thereafter, basic and diluted income per share was based on the Company's basic and fully diluted share figures.
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||||
June 30,
|
|
2015
|
|
2014
|
||||||||||||
|
|
Carrying Amount
|
|
Fair value
|
|
Carrying Amount
|
|
Fair value
|
||||||||
|
|
|
|
|
||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
20,927
|
|
|
$
|
20,927
|
|
|
$
|
13,193
|
|
|
$
|
13,193
|
|
Receivables, advances receivables and secured loans
|
|
79,341
|
|
|
79,341
|
|
|
80,640
|
|
|
80,640
|
|
||||
Derivative assets - open sale and purchase commitments, net,
included in receivable
|
|
1,722
|
|
|
1,722
|
|
|
22,170
|
|
|
22,170
|
|
||||
Derivative assets - futures contracts included in receivables
|
|
5,363
|
|
|
5,363
|
|
|
—
|
|
|
—
|
|
||||
Derivative assets - forward contracts included in receivables
|
|
4,279
|
|
|
4,279
|
|
|
14
|
|
|
14
|
|
||||
Income taxes receivable from Former Parent
|
|
1,095
|
|
|
1,095
|
|
|
3,139
|
|
|
3,139
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Lines of credit
|
|
$
|
147,000
|
|
|
$
|
147,000
|
|
|
$
|
135,200
|
|
|
$
|
135,200
|
|
Liability for borrowed metals
|
|
9,500
|
|
|
9,500
|
|
|
8,709
|
|
|
8,709
|
|
||||
Product financing obligation
|
|
39,425
|
|
|
39,425
|
|
|
24,610
|
|
|
24,610
|
|
||||
Derivative liabilities - open sale and purchase commitments, net, included in payables
|
|
10,989
|
|
|
10,989
|
|
|
848
|
|
|
848
|
|
||||
Derivative liabilities - futures contracts included in payables
|
|
—
|
|
|
—
|
|
|
8,078
|
|
|
8,078
|
|
||||
Derivative liabilities - forward contracts included in payables
|
|
—
|
|
|
—
|
|
|
14,873
|
|
|
14,873
|
|
||||
Accounts payable, margin accounts, advances and other payables
|
|
57,547
|
|
|
57,547
|
|
|
53,627
|
|
|
53,627
|
|
||||
Accrued liabilities
|
|
5,330
|
|
|
5,330
|
|
|
6,070
|
|
|
6,070
|
|
•
|
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
•
|
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
|
June 30, 2015
|
||||||||||||||
|
|
Quoted Price in
|
|
|
|
|
|
|
||||||||
|
|
Active Markets
|
|
Significant Other
|
|
Significant
|
|
|
||||||||
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
|
|
||||||||
|
|
Instruments
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
in thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total Balance
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Inventory
(1)
|
|
$
|
189,983
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,983
|
|
Derivative assets — open sale and purchase commitments, net
|
|
1,722
|
|
|
—
|
|
|
—
|
|
|
1,722
|
|
||||
Derivative assets — futures contracts
|
|
5,363
|
|
|
—
|
|
|
—
|
|
|
5,363
|
|
||||
Derivative assets — forward contracts
|
|
4,279
|
|
|
—
|
|
|
—
|
|
|
4,279
|
|
||||
Total assets valued at fair value
|
|
$
|
201,347
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,347
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
9,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,500
|
|
Product financing arrangement
|
|
39,425
|
|
|
—
|
|
|
—
|
|
|
39,425
|
|
||||
Liability on margin accounts
|
|
6,908
|
|
|
—
|
|
|
—
|
|
|
6,908
|
|
||||
Derivative liabilities — open sales and purchase commitments, net
|
|
10,989
|
|
|
—
|
|
|
—
|
|
|
10,989
|
|
||||
Total liabilities, valued at fair value
|
|
$
|
66,822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,822
|
|
|
|
June 30, 2014
|
||||||||||||||
|
|
Quoted Price in
|
|
|
|
|
|
|
||||||||
|
|
Active Markets
|
|
Significant Other
|
|
Significant
|
|
|
||||||||
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
|
|
||||||||
|
|
Instruments
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
in thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total Balance
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Inventory
(1)
|
|
$
|
172,990
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
172,990
|
|
Derivative assets — open sale and purchase commitments, net
|
|
22,170
|
|
|
—
|
|
|
—
|
|
|
22,170
|
|
||||
Derivative assets — forward contracts
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||
Total assets, valued at fair value
|
|
$
|
195,174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
195,174
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
8,709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,709
|
|
Product financing arrangement
|
|
24,610
|
|
|
—
|
|
|
—
|
|
|
24,610
|
|
||||
Liability on margin accounts
|
|
8,983
|
|
|
—
|
|
|
—
|
|
|
8,983
|
|
||||
Derivative liabilities — open sale and purchase commitments, net
|
|
848
|
|
|
—
|
|
|
—
|
|
|
848
|
|
||||
Derivative liabilities — futures contracts
|
|
8,078
|
|
|
—
|
|
|
—
|
|
|
8,078
|
|
||||
Derivative liabilities — forward contracts
|
|
14,873
|
|
|
—
|
|
|
—
|
|
|
14,873
|
|
||||
Total liabilities valued at fair value
|
|
$
|
66,101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,101
|
|
4
.
|
RECEIVABLES
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
|
|
|
|
|
|
||||
Customer trade receivables
|
|
$
|
11,835
|
|
|
$
|
1,744
|
|
|
Wholesale trade advances
|
|
12,164
|
|
|
4,586
|
|
|
||
Due from brokers
|
|
6,056
|
|
|
33,079
|
|
|
||
Subtotal
|
|
30,055
|
|
|
39,409
|
|
|
||
Secured loans
|
|
48,666
|
|
|
41,261
|
|
|
||
Secured loans (long-term portion)
|
|
650
|
|
|
—
|
|
|
||
Subtotal
|
|
79,371
|
|
|
80,670
|
|
|
||
Less: allowance for doubtful accounts
|
|
(30
|
)
|
|
(30
|
)
|
|
||
Subtotal
|
|
79,341
|
|
|
80,640
|
|
|
||
Derivative assets — open sale and purchase commitments, net
|
|
1,722
|
|
|
22,170
|
|
|
||
Derivative assets — futures contracts
|
|
5,363
|
|
|
—
|
|
|
||
Derivative assets — forward contracts
|
|
4,279
|
|
|
14
|
|
|
||
Receivables, net
|
|
$
|
90,705
|
|
|
$
|
102,824
|
|
|
in thousands
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Secured loans originated
|
|
$
|
36,778
|
|
|
$
|
32,577
|
|
Secured loans originated - with a related party
|
|
—
|
|
|
2,562
|
|
||
|
|
36,778
|
|
|
35,139
|
|
||
Secured loans acquired
|
|
12,538
|
|
|
6,122
|
|
||
Secured loans, total
|
|
$
|
49,316
|
|
|
$
|
41,261
|
|
•
|
On September 27, 2013, CFC assumed the rights from a borrower/customer to a portfolio of short-term loan receivables totaling
$12.8 million
for
$0.4 million
and the satisfaction of an existing outstanding loan, totaling
$12.8 million
, which was owed to CFC. This transaction resulted in the assignment of the borrower/customer's portfolio of loan receivables to CFC, which are collateralized by the underlying precious metal product of the customers of the borrower/customer. The loan premium is amortized ratably as the loan is paid off. The loans are due on demand with the option to extend maturities for
180
days. As of
June 30, 2015
, the aggregate carrying value of this loan portfolio was
$2.1 million
and the aggregate loan premium was
$0.1 million
, related to this transaction. As of
June 30, 2014
, the aggregate carrying value of this loan portfolio was
$5.8 million
and the aggregate loan premium was
$0.3 million
.
|
•
|
On June 5, 2014, CFC assumed the rights to an additional portfolio of short-term loan receivables totaling
$3.8 million
for the aggregate principal amount of the loan portfolio. This transaction resulted in the assignment of the customer's portfolio of loan receivables to CFC, which are collateralized by each of the customer's borrowers' underlying precious metals. The customer had retained certain rights to repurchase these loans at a price equal to the then-outstanding principal balance, plus accrued and unpaid interest, but this repurchase right was subsequently rescinded in an amendment entered into in
fiscal 2015
. Additionally, the customer retains the responsibility for the servicing and administration of the loans. As a result of the terms of this arrangement, the Company reflects this transaction as a financing arrangement with the customer, secured by the portfolio of short-term loan receivables, which is collateralized by precious metal products. As of
June 30, 2015
and
June 30, 2014
, the aggregate carrying value of this loan portfolio was
$0.9 million
and
$3.8 million
, respectively.
|
•
|
On July 1, 2014, CFC assumed the rights to an additional portfolio of short-term loan receivables totaling
$3.7 million
for the aggregate principal amount of the loan portfolio. This transaction resulted in the assignment of the customer's portfolio of loan receivables to CFC, which are collateralized by each of the customer's borrowers' underlying precious metals. Additionally, the customer retains the responsibility for the servicing and administration of the loans. As of
June 30, 2015
, the aggregate carrying value of this loan portfolio was
$1.6 million
.
|
•
|
On January 23, 2015, CFC assumed the rights to an additional portfolio of short-term loan receivables totaling
$3.1 million
for the aggregate principal amount of the loan portfolio. This transaction resulted in the assignment of the customer's portfolio of loan receivables to CFC, which are collateralized by each of the customer's borrowers' underlying precious metals. Additionally, the customer retains the responsibility for the servicing and administration of the loans. As of
June 30, 2015
, the aggregate carrying value of this loan portfolio was
$2.5 million
.
|
•
|
On April 1, 2015, CFC assumed the rights to an additional portfolio of short-term loan receivables totaling
$2.4 million
for the aggregate principal amount of the loan portfolio. This transaction resulted in the assignment of the customer's portfolio of loan receivables to CFC, which are collateralized by each of the customer's borrowers' underlying precious metals. Additionally, the customer retains the responsibility for the servicing and administration of the loans. As of
June 30, 2015
, the aggregate carrying value of this loan portfolio was
$2.1 million
.
|
•
|
On June 9, 2015, CFC assumed the rights to an additional portfolio of short-term loan receivables totaling
$4.1 million
for the aggregate principal amount of the loan portfolio. This transaction resulted in the assignment of the customer's portfolio of loan receivables to CFC, which are collateralized by each of the customer's borrowers' underlying precious metals. Additionally, the customer retains the responsibility for the servicing and administration of the loans. As of
June 30, 2015
, the aggregate carrying value of this loan portfolio was
$3.9 million
.
|
•
|
On June 18, 2014, CFC assumed the rights to a secured portfolio of short-term loan receivables totaling
$2.6 million
from Stack's Bowers Numismatics, LLC ("Stack's Bowers"), a wholly-owned subsidiary of our Former Parent. The Company reflects this transaction as a financing arrangement with the related party, secured by the portfolio of short-term loan receivables, which is collateralized by numismatic and semi numismatic products. As of
June 30, 2015
and
June 30, 2014
, the aggregate carrying value of this loan was
$0.0 million
and
$2.6
|
•
|
On October 9, 2014, CFC entered into a loan agreement with Stack’s Bowers, providing for a secured line of credit in the maximum principal amount of up to
$16.0 million
, bearing interest at a competitive rate per annum. Advances under the line of credit are secured by numismatic and semi-numismatic products and receivables. This secured loan was paid off in full, plus accrued interest, on April 15, 2015. As of
June 30, 2015
, the aggregate carrying value of this loan was
$0.0 million
.
|
•
|
Subsequent to
fiscal 2015
, on July 23, 2015, CFC entered into a loan agreement and related documents with Stack's Bowers, providing a secured line of credit in the maximum principal amount of up to
$2.5 million
, bearing interest at a competitive rate per annum. The amount of the initial draw was
$1.8 million
, which has subsequently been partially repaid. The loan is secured by numismatic and semi-numismatic products.
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||
June 30,
|
|
2015
|
|
2014
|
|
||||||||||
Bullion
|
|
$
|
16,250
|
|
|
33.0
|
%
|
|
$
|
17,361
|
|
|
42.1
|
%
|
|
Numismatic and semi numismatic
|
|
32,216
|
|
|
65.3
|
|
|
23,900
|
|
|
57.9
|
|
|
||
Subtotal
|
|
48,466
|
|
|
98.3
|
|
|
41,261
|
|
|
100.0
|
|
|
||
Other pledged assets
(1)
|
|
850
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
||
Total secured loans
|
|
$
|
49,316
|
|
|
100.0
|
%
|
|
$
|
41,261
|
|
|
100.0
|
%
|
|
_________________________________
|
||||
(1
|
)
|
|
Includes secured loans that are collateralized by borrower's assets, which are not exclusively precious metal products.
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||
June 30,
|
|
2015
|
|
2014
|
||||||||||
Loan-to-value of 75% or more
(1)
|
|
$
|
17,153
|
|
|
35.4
|
%
|
|
$
|
11,950
|
|
|
29.0
|
%
|
Loan-to-value of less than 75%
(1)
|
|
31,313
|
|
|
64.6
|
|
|
29,311
|
|
|
71.0
|
|
||
Secured loans collateralized by precious metal products
(1)
|
|
$
|
48,466
|
|
|
100.0
|
%
|
|
$
|
41,261
|
|
|
100.0
|
%
|
_________________________________
|
||||
(1
|
)
|
|
Excludes secured loans that are collateralized by borrower's assets, which are not exclusively precious metal products.
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||||
Period ended:
|
|
Beginning Balance
|
|
Provision
|
|
Charge-off
|
|
Ending Balance
|
|
||||||||
Year Ended June 30, 2015
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
Year Ended June 30, 2014
|
|
$
|
104
|
|
|
$
|
—
|
|
|
$
|
(74
|
)
|
|
$
|
30
|
|
|
5
.
|
INVENTORIES
|
in thousands
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
||||
Inventory held for sale
|
|
$
|
86,353
|
|
|
$
|
100,877
|
|
Repurchase arrangements with customers
|
|
49,117
|
|
|
27,727
|
|
||
Consignment arrangements with customers
|
|
5,588
|
|
|
11,067
|
|
||
Commemorative coins, held at lower of cost or market
|
|
1,518
|
|
|
2,564
|
|
||
Borrowed precious metals from suppliers
|
|
9,500
|
|
|
8,709
|
|
||
Product financing arrangements, restricted
|
|
39,425
|
|
|
24,610
|
|
||
|
|
$
|
191,501
|
|
|
$
|
175,554
|
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
Office furniture, fixtures and equipment
|
|
$
|
616
|
|
|
$
|
490
|
|
|
Computer equipment
|
|
368
|
|
|
323
|
|
|
||
Computer software
|
|
2,376
|
|
|
2,333
|
|
|
||
Leasehold improvements
|
|
1,700
|
|
|
260
|
|
|
||
Subtotal
|
|
5,060
|
|
|
3,406
|
|
|
||
Less: accumulated depreciation
|
|
(2,210
|
)
|
|
(1,728
|
)
|
|
||
Property and equipment, net
|
|
$
|
2,850
|
|
|
$
|
1,678
|
|
|
dollar amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
June 30, 2015
|
|
June 30, 2014
|
||||||||||||||||||||
|
Estimated Useful Lives (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||||||||
Trade-name
|
Indefinite
|
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
454
|
|
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
454
|
|
Existing customer relationships
|
5 - 15
|
|
5,747
|
|
|
(3,832
|
)
|
|
1,915
|
|
|
5,747
|
|
|
(3,448
|
)
|
|
2,299
|
|
||||||
Non-compete and other
|
4
|
|
2,000
|
|
|
(2,000
|
)
|
|
—
|
|
|
2,000
|
|
|
(2,000
|
)
|
|
—
|
|
||||||
Employment agreement
|
3
|
|
195
|
|
|
(195
|
)
|
|
—
|
|
|
195
|
|
|
(195
|
)
|
|
—
|
|
||||||
Purchased intangibles subject to amortization
|
|
|
7,942
|
|
|
(6,027
|
)
|
|
1,915
|
|
|
7,942
|
|
|
(5,643
|
)
|
|
2,299
|
|
||||||
|
|
|
$
|
8,396
|
|
|
$
|
(6,027
|
)
|
|
$
|
2,369
|
|
|
$
|
8,396
|
|
|
$
|
(5,643
|
)
|
|
$
|
2,753
|
|
Fiscal year ending June 30,
|
|
Amount
|
||
2016
|
|
$
|
385
|
|
2017
|
|
385
|
|
|
2018
|
|
385
|
|
|
2019
|
|
385
|
|
|
2020
|
|
375
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
1,915
|
|
8
.
|
ACCOUNTS PAYABLE
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
Trade payable to customers payables
|
|
$
|
128
|
|
|
$
|
366
|
|
|
Advances from customers
|
|
38,039
|
|
|
38,739
|
|
|
||
Liability on deferred revenue
|
|
11,039
|
|
|
4,177
|
|
|
||
Net liability on margin accounts
|
|
6,908
|
|
|
8,983
|
|
|
||
Other accounts payable
|
|
1,433
|
|
|
1,362
|
|
|
||
Subtotal
|
|
57,547
|
|
|
53,627
|
|
|
||
Derivative liabilities — open sales and purchase commitments, net
|
|
10,989
|
|
|
848
|
|
|
||
Derivative liabilities — futures contracts
|
|
—
|
|
|
8,078
|
|
|
||
Derivative liabilities — forward contracts
|
|
—
|
|
|
14,873
|
|
|
||
|
|
$
|
68,536
|
|
|
$
|
77,426
|
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Current:
|
|
|
|
|
|
||||
Federal
|
|
3,498
|
|
|
(1,788
|
)
|
|
||
State and local
|
|
(464
|
)
|
|
130
|
|
|
||
Foreign
|
|
49
|
|
|
—
|
|
|
||
|
|
3,083
|
|
|
(1,658
|
)
|
|
||
Deferred:
|
|
|
|
|
|
||||
Federal
|
|
(182
|
)
|
|
6,405
|
|
|
||
State and local
|
|
(804
|
)
|
|
525
|
|
|
||
|
|
(986
|
)
|
|
6,930
|
|
|
||
|
|
|
|
|
|
||||
Provision for income taxes
|
|
$
|
2,097
|
|
|
$
|
5,272
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Federal income tax
|
|
$
|
3,202
|
|
|
$
|
4,736
|
|
|
State tax, net of federal benefit
|
|
193
|
|
|
212
|
|
|
||
Compensation in excess of $1 million
|
|
53
|
|
|
—
|
|
|
||
Uncertain tax positions
|
|
(352
|
)
|
|
22
|
|
|
||
Reallocation of deferred state net operating loss from Former Parent related to tax settlement
|
|
(564
|
)
|
|
—
|
|
|
||
Valuation allowance
|
|
(215
|
)
|
|
329
|
|
|
||
Other
|
|
(220
|
)
|
|
(27
|
)
|
|
||
Total provision for income taxes
|
|
$
|
2,097
|
|
|
$
|
5,272
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
||||
Accrued compensation
|
|
$
|
102
|
|
|
$
|
236
|
|
Deferred rent
|
|
30
|
|
|
—
|
|
||
Unrealized loss on futures and forward contracts
|
|
—
|
|
|
3,170
|
|
||
Unrealized loss on open purchase and sale commitments
|
|
1,894
|
|
|
—
|
|
||
Stock-based compensation
|
|
159
|
|
|
133
|
|
||
State tax accrual
|
|
23
|
|
|
349
|
|
||
Net operating loss carry forwards
|
|
982
|
|
|
775
|
|
||
Other
|
|
132
|
|
|
34
|
|
||
Deferred tax assets
|
|
3,322
|
|
|
4,697
|
|
||
Less: valuation allowances
|
|
(114
|
)
|
|
(329
|
)
|
||
Deferred tax assets after valuation allowances
|
|
3,208
|
|
|
4,368
|
|
||
|
|
|
|
|
||||
Intangible assets
|
|
(1,059
|
)
|
|
(913
|
)
|
||
Unrealized gain on open purchase and sale commitments
|
|
—
|
|
|
(2,533
|
)
|
||
Unrealized gain on futures and forward contracts
|
|
(2,029
|
)
|
|
—
|
|
||
Fixed assets
|
|
(134
|
)
|
|
(224
|
)
|
||
Inventories
|
|
(110
|
)
|
|
(2,164
|
)
|
||
Other
|
|
(2
|
)
|
|
(23
|
)
|
||
Deferred tax liabilities
|
|
(3,334
|
)
|
|
(5,857
|
)
|
||
|
|
|
|
|
||||
Net deferred tax liability
|
|
$
|
(126
|
)
|
|
$
|
(1,489
|
)
|
|
|
|
|
|
in thousands
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
730
|
|
|
$
|
733
|
|
Reductions due to lapse of statute of limitations
|
|
(147
|
)
|
|
(3
|
)
|
||
Additions reductions as a result of tax positions taken during current period
|
|
4
|
|
|
—
|
|
||
Reductions as a result of tax positions of prior years
|
|
(134
|
)
|
|
—
|
|
||
Settlements
|
|
(210
|
)
|
|
—
|
|
||
Ending balance
|
|
$
|
243
|
|
|
$
|
730
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|||||||||||||
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
||||||||
Related Party Company
|
|
|
|
|
|
|
|
|
|
||||||||
Calzona Ventures, LLC
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
5,018
|
|
|
$
|
464
|
|
|
Stack's Bowers Numismatics, LLC
|
|
7,364
|
|
|
9,201
|
|
|
11,925
|
|
|
11,187
|
|
|
||||
Related party, total
|
|
$
|
7,521
|
|
|
$
|
9,201
|
|
|
$
|
16,943
|
|
|
$
|
11,651
|
|
|
11
.
|
FINANCING AGREEMENTS
|
12
.
|
HEDGING TRANSACTIONS
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Gain (loss) on derivative instruments:
|
|
||||||||
Unrealized loss on open future commodity and forward contracts and open sale and purchase commitments, net
|
|
$
|
(1,980
|
)
|
|
$
|
(13,123
|
)
|
|
Realized loss on future commodity contracts, net
|
|
(50,772
|
)
|
|
(9,968
|
)
|
|
||
Total
|
|
$
|
(52,752
|
)
|
|
$
|
(23,091
|
)
|
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
Inventory
|
|
$
|
191,501
|
|
|
$
|
175,554
|
|
|
Less unhedgable inventory:
|
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or market
|
|
(1,518
|
)
|
|
(2,564
|
)
|
|
||
Premium on metals position
|
|
(3,255
|
)
|
|
(3,285
|
)
|
|
||
Inventory value not hedged
|
|
(4,773
|
)
|
|
(5,849
|
)
|
|
||
|
|
|
|
|
|
||||
Subtotal
|
|
186,728
|
|
|
169,705
|
|
|
||
Commitments at market:
|
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
444,023
|
|
|
489,944
|
|
|
||
Open inventory sales commitments
|
|
(249,081
|
)
|
|
(190,108
|
)
|
|
||
Margin sale commitments
|
|
(12,430
|
)
|
|
(15,751
|
)
|
|
||
In-transit inventory no longer subject to market risk
|
|
(13,807
|
)
|
|
(4,522
|
)
|
|
||
Unhedgable premiums on open commitment positions
|
|
528
|
|
|
1,694
|
|
|
||
Inventory borrowed from suppliers
|
|
(9,500
|
)
|
|
(8,709
|
)
|
|
||
Product financing obligation
|
|
(39,425
|
)
|
|
(24,610
|
)
|
|
||
Advances on industrial metals
|
|
3,340
|
|
|
8,813
|
|
|
||
Inventory subject to price risk
|
|
310,376
|
|
|
426,456
|
|
|
||
|
|
|
|
|
|
||||
Inventory subject to derivative financial instruments:
|
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
202,323
|
|
|
206,055
|
|
|
||
Precious metals futures contracts at market values
|
|
107,993
|
|
|
220,984
|
|
|
||
Total market value of derivative financial instruments
|
|
310,316
|
|
|
427,039
|
|
|
||
|
|
|
|
|
|
||||
Net inventory subject to commodity price risk
|
|
$
|
60
|
|
|
$
|
(583
|
)
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2015
|
|
June 30, 2014
|
|
||||
Purchase commitments
|
|
$
|
444,023
|
|
|
$
|
489,944
|
|
|
Sales commitments
|
|
(249,081
|
)
|
|
(190,108
|
)
|
|
||
Margin sales commitments
|
|
(12,430
|
)
|
|
(15,751
|
)
|
|
||
Open forward contracts
|
|
202,323
|
|
|
206,055
|
|
|
||
Open futures contracts
|
|
107,993
|
|
|
220,984
|
|
|
Years Ended June 30,
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
in thousands
|
|
Gross Derivative
|
|
Amounts Netted
|
|
Cash Collateral Pledge
|
|
Net Derivative
|
|
Gross Derivative
|
|
Amounts Netted
|
|
Cash Collateral Pledge
|
|
Net Derivative
|
||||||||||||||||
Nettable derivative receivables:
|
||||||||||||||||||||||||||||||||
Open sale and purchase commitments
|
|
$
|
2,815
|
|
|
$
|
(1,093
|
)
|
|
$
|
—
|
|
|
$
|
1,722
|
|
|
$
|
26,282
|
|
|
$
|
(4,112
|
)
|
|
$
|
—
|
|
|
$
|
22,170
|
|
Future contracts
|
|
11,159
|
|
|
(5,796
|
)
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forward contracts
|
|
4,279
|
|
|
—
|
|
|
—
|
|
|
4,279
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
||||||||
|
|
$
|
18,253
|
|
|
$
|
(6,889
|
)
|
|
$
|
—
|
|
|
$
|
11,364
|
|
|
$
|
26,296
|
|
|
$
|
(4,112
|
)
|
|
$
|
—
|
|
|
$
|
22,184
|
|
Nettable derivative payables:
|
||||||||||||||||||||||||||||||||
Open sale and purchase commitments
|
|
$
|
11,723
|
|
|
$
|
(734
|
)
|
|
$
|
—
|
|
|
$
|
10,989
|
|
|
$
|
1,022
|
|
|
$
|
(174
|
)
|
|
$
|
—
|
|
|
$
|
848
|
|
Margin accounts
|
|
12,430
|
|
|
—
|
|
|
(5,522
|
)
|
|
6,908
|
|
|
15,751
|
|
|
—
|
|
|
(6,768
|
)
|
|
8,983
|
|
||||||||
Future contracts
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(15,121
|
)
|
|
—
|
|
|
23,199
|
|
|
8,078
|
|
||||||||
Forward contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,873
|
|
|
—
|
|
|
—
|
|
|
14,873
|
|
||||||||
|
|
$
|
24,153
|
|
|
$
|
(734
|
)
|
|
$
|
(5,522
|
)
|
|
$
|
17,897
|
|
|
$
|
16,525
|
|
|
$
|
(174
|
)
|
|
$
|
16,431
|
|
|
$
|
32,782
|
|
Years ending June 30,
|
|
Amount
|
||
2016
|
|
$
|
655
|
|
2017
|
|
570
|
|
|
2018
|
|
268
|
|
|
2019
|
|
276
|
|
|
2020
|
|
236
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
2,005
|
|
14
.
|
STOCKHOLDERS’ EQUITY
|
•
|
Determining Fair Values.
For all equity grants granted, the primary factor in the valuation of equity awards was the fair value of the underlying common stock at the time of grant.
|
•
|
Expected Volatility.
The Company has limited data regarding company-specific historical or implied volatility of its share price. Consequently, the Company estimates its volatility based on the average of the historical volatilities of peer group companies from publicly available data for sequential periods approximately equal to the expected terms of its option grants. Management considers factors such as stage of life cycle, competitors, size, market capitalization and financial leverage in the selection of similar entities.
|
•
|
Expected Term.
The expected term represents the period of time in which the options granted are expected to be outstanding. The Company estimates the expected term of options granted based on the midpoint between the vesting date and the end of the contractual term under the “short-cut” or simplified method permitted by the SEC implementation guidance for “plain vanilla” options. The Company will continue to use the short-cut method, as permitted, until we have developed sufficient historical data for employee exercise and post-vesting employment termination behavior after our common stock has been publicly traded for a reasonable period of time.
|
•
|
Forfeitures
. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual experience differs from those estimates. For the
year ended June 30, 2015
, the Company estimated an average overall forfeiture rate of 0%, based on the historical forfeitures rates of executives on our Former Parent prior to the spinoff transaction. Share-based compensation is recorded net of expected forfeitures. The Company will periodically assess the forfeiture rate and the amount of expense recognized based on estimated historical forfeitures as compared to actual forfeitures. Changes in estimates are recorded in the period they are identified.
|
•
|
Risk-Free Rate.
The risk-free interest rate is selected based upon the implied yields in effect at the time of the option grant on U.S. Treasury zero-coupon issues with a term approximately equal to the expected life of the option being valued.
|
•
|
Dividends.
The Company anticipates on paying quarterly cash dividends
5%
of outstanding shares of common stock in the foreseeable future. For the
year ended June 30, 2015
, the Company used an expected dividend yield rate of
0.5%
.
|
Average volatility
|
|
33.44
|
%
|
|
Risk-free interest rate
|
|
1.47
|
%
|
|
Weighted-average expected life in years
|
|
6.43
|
|
|
Dividend yield rate
|
|
0.5
|
%
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Stock option based Compensation Cost related to Shares Settleable in:
|
|
|
|
|
|
||||
SGI common stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
A-Mark common stock
|
|
153.9
|
|
|
60.7
|
|
|
||
Total stock option based compensation costs
|
|
$
|
153.9
|
|
|
$
|
60.7
|
|
|
|
|
Options
|
|
Weighted Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value
(in thousands)
|
|
Weighted Average Grant Date Fair Value Per Award
(1)
|
|||||||
Outstanding at June 30, 2014
|
|
230,787
|
|
|
$
|
10.00
|
|
|
$
|
407
|
|
|
$
|
5.98
|
|
Granted through stock option plan
|
|
3,000
|
|
|
10.08
|
|
|
|
|
|
|||||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Cancellations, expirations and forfeitures
|
|
(660
|
)
|
|
48.02
|
|
|
|
|
|
|||||
Outstanding at June 30, 2015
|
|
233,127
|
|
|
9.89
|
|
|
$
|
283
|
|
|
$
|
5.96
|
|
|
Shares exercisable at June 30, 2015
|
|
158,213
|
|
|
10.60
|
|
|
$
|
128
|
|
|
$
|
5.87
|
|
_________________________________
|
|||
(1)
|
|
For awards held by A-Mark employees, the fair value of the awards assumed in Distribution was based on the awards' fair value at grant date, which were determined by SGI prior to the Distribution. Since the Company does not recognize compensation costs for the awards assumed in the Distribution held by employees of SGI, the calculation of the weighted average fair value per share price at grant date was solely based on the awards' fair value at grant date that were awarded to employees of A-Mark.
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||
Exercise Price Ranges
|
|
Number of Shares Outstanding
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
|
Number of Shares Exercisable
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
||||||||||||
From
|
|
To
|
|
|
|
|
|
|
||||||||||||||||
$
|
—
|
|
|
$
|
10.00
|
|
|
134,239
|
|
|
7.36
|
|
$
|
8.39
|
|
|
62,325
|
|
|
7.39
|
|
$
|
8.44
|
|
10.01
|
|
|
15.00
|
|
|
98,888
|
|
|
7.29
|
|
11.94
|
|
|
95,888
|
|
|
7.21
|
|
12.00
|
|
||||
|
|
|
|
233,127
|
|
|
7.33
|
|
9.89
|
|
|
158,213
|
|
|
7.28
|
|
10.60
|
|
|
|
Options
|
|
Weighted Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value
(in thousands)
|
|
Weighted Average Grant Date Fair Value Per Award
(1)
|
|||||||
Outstanding at June 30, 2013
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted through stock option plan
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Stock options issued in spinoff
|
|
249,846
|
|
|
13.75
|
|
|
|
|
|
|||||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||||
Cancellations, expirations and forfeitures
|
|
(19,059
|
)
|
|
59.10
|
|
|
|
|
|
|||||
Outstanding at June 30, 2014
|
|
230,787
|
|
|
10.00
|
|
|
$
|
407
|
|
|
$
|
5.98
|
|
|
Shares exercisable at June 30, 2014
|
|
134,902
|
|
|
11.18
|
|
|
$
|
137
|
|
|
$
|
5.77
|
|
_________________________________
|
|||
(1)
|
|
For awards held by A-Mark employees, the fair value of the awards assumed in Distribution was based on the awards' fair value at grant date, which were determined by SGI prior to the Distribution. Since, the Company does not recognize compensation costs for the awards assumed in the Distribution held by employees of SGI, the calculation of the weighted average fair value per share price at grant date was solely based on the awards' fair value at grant date that were awarded to employees of A-Mark.
|
|
in thousands
|
|
|
||||||
Years Ended June 30,
|
|
2015
|
|
2014
|
||||
RSUs-based Compensation Cost related to Share Settleable in:
|
|
|
|
|
||||
SGI common stock
|
|
$
|
—
|
|
|
$
|
98.2
|
|
A-Mark common stock
|
|
99.5
|
|
|
34.9
|
|
||
Total RSUs based compensation costs
|
|
$
|
99.5
|
|
|
$
|
133.1
|
|
|
Shares
|
|
Weighted Average Share Price at Grant Date
(1)
|
|||
Outstanding at June 30, 2014
|
106,674
|
|
|
$
|
2.72
|
|
Shares granted
|
—
|
|
|
—
|
|
|
Shares released
|
(10,806
|
)
|
|
4.31
|
|
|
Shares surrendered to cover employee minimum withholding taxes
|
(9,570
|
)
|
|
4.31
|
|
|
Shares forfeited
|
—
|
|
|
—
|
|
|
Outstanding at June 30, 2015
|
86,298
|
|
|
$
|
2.34
|
|
Vested but unissued at June 30, 2015
|
—
|
|
|
$
|
—
|
|
_________________________________
|
|||
(1)
|
|
For awards held by A-Mark employees, the fair value of the awards assumed in Distribution was based on the awards' fair value at grant date, which were determined by SGI prior to the Distribution. Since, the Company does not recognize compensation costs for the awards assumed in the Distribution held by employees of SGI, the calculation of the weighted average share price at grant date was solely based on the awards' fair value at grant date that were awarded to employees of A-Mark.
|
|
|
|
|
|
|
Shares
|
|
Weighted Average Share Price at Grant Date
(1)
|
|||
Outstanding at June 30, 2013
|
—
|
|
|
$
|
—
|
|
Shares granted
|
—
|
|
|
—
|
|
|
Shares issued in spinoff
|
130,646
|
|
|
2.22
|
|
|
Shares released
|
(11,033
|
)
|
|
—
|
|
|
Shares surrendered to cover employee minimum withholding taxes
|
(4,549
|
)
|
|
—
|
|
|
Shares forfeited
|
(8,390
|
)
|
|
—
|
|
|
Outstanding at June 30, 2014
|
106,674
|
|
|
$
|
2.72
|
|
Vested but unissued at June 30, 2014
|
—
|
|
|
$
|
—
|
|
_________________________________
|
|||
(1)
|
|
For awards held by A-Mark employees, the fair value of the awards assumed in Distribution was based on the awards' fair value at grant date, which were determined by SGI prior to the Distribution. Since, the Company does not recognize compensation costs for the awards assumed in the Distribution held by employees of SGI, the calculation of the weighted average share price at grant date was solely based on the awards' fair value at grant date that were awarded to employees of A-Mark.
|
|
|
|
|
|
in thousands
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
||||||
Total revenue
|
|
$
|
6,070,234
|
|
|
100.0
|
%
|
|
$
|
5,979,354
|
|
|
100.0
|
%
|
|
Customer concentrations
|
|
|
|
|
|
|
|
|
|
||||||
HSBC Bank USA
|
|
$
|
1,877,943
|
|
|
30.9
|
%
|
|
$
|
1,547,631
|
|
|
25.9
|
%
|
|
Total
|
|
$
|
1,877,943
|
|
|
30.9
|
%
|
|
$
|
1,547,631
|
|
|
25.9
|
%
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||
June 30,
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Total accounts receivable, net (excluding secured loans and derivative assets)
|
|
$
|
30,055
|
|
|
100.0
|
%
|
|
$
|
39,409
|
|
|
100.0
|
%
|
Customer concentrations
|
|
|
|
|
|
|
|
|
||||||
United States Mint
|
|
$
|
9,781
|
|
|
32.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Total
|
|
$
|
9,781
|
|
|
32.5
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
|
|
|
|
|
|
|
|
||||||
June 30,
|
|
2015
|
|
2014
|
||||||||||
|
|
|
|
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Total secured loans
|
|
$
|
49,316
|
|
|
100.0
|
%
|
|
$
|
41,261
|
|
|
100.0
|
%
|
Customer concentrations
|
|
|
|
|
|
|
|
|
||||||
Customer A
|
|
4,900
|
|
|
9.9
|
|
|
4,200
|
|
|
10.2
|
|
||
Total
|
|
$
|
4,900
|
|
|
9.9
|
%
|
|
$
|
4,200
|
|
|
10.2
|
%
|
16
.
|
GEOGRAPHIC INFORMATION
|
in thousands
|
|
|
|
||||||
|
|
|
|
||||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|
||||
Revenue by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
5,406,201
|
|
|
$
|
5,170,788
|
|
|
Europe
|
|
320,167
|
|
|
385,221
|
|
|
||
North America, excluding United States
|
|
282,978
|
|
|
353,670
|
|
|
||
Asia Pacific
|
|
47,593
|
|
|
59,264
|
|
|
||
Africa
|
|
52
|
|
|
57
|
|
|
||
Australia
|
|
13,241
|
|
|
9,598
|
|
|
||
South America
|
|
2
|
|
|
756
|
|
|
||
Total revenue
|
|
$
|
6,070,234
|
|
|
$
|
5,979,354
|
|
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
Inventories by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
173,939
|
|
|
$
|
159,145
|
|
|
Europe
|
|
4,374
|
|
|
10,500
|
|
|
||
North America, excluding United States
|
|
12,287
|
|
|
4,091
|
|
|
||
Asia
|
|
901
|
|
|
1,818
|
|
|
||
Total inventories
|
|
$
|
191,501
|
|
|
$
|
175,554
|
|
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
Assets by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
302,046
|
|
|
$
|
285,092
|
|
|
Europe
|
|
10,668
|
|
|
14,137
|
|
|
||
North America, excluding United States
|
|
12,287
|
|
|
4,091
|
|
|
||
Asia
|
|
901
|
|
|
1,818
|
|
|
||
Total assets
|
|
$
|
325,902
|
|
|
$
|
305,138
|
|
|
in thousands
|
|
|
|
|
|
||||
June 30,
|
|
2015
|
|
2014
|
|
||||
Long term assets by segment/geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
13,204
|
|
|
$
|
9,726
|
|
|
Europe
|
|
72
|
|
|
89
|
|
|
||
Total long-term assets
|
|
$
|
13,276
|
|
|
$
|
9,815
|
|
|
17
.
|
SUBSEQUENT EVENTS
|
Name
|
|
Age
|
|
Position(s)
|
Gregory N. Roberts
|
|
53
|
|
Chief Executive Officer and Director
|
David W. G. Madge
|
|
55
|
|
President
|
Thor G. Gjerdrum
|
|
48
|
|
Executive Vice President and Chief Operating Officer
|
Gianluca Marzola
|
|
48
|
|
Chief Accounting Officer
|
Carol Meltzer
|
|
57
|
|
Executive Vice President, General Counsel and Secretary
|
Jeffrey D. Benjamin
|
|
54
|
|
Chairman of the Board and Director
|
Joel R. Anderson
|
|
72
|
|
Director
|
Ellis Landau
|
|
71
|
|
Director
|
Beverely Lepine
|
|
63
|
|
Director
|
William Montgomery
|
|
55
|
|
Director
|
John U. Moorhead
|
|
63
|
|
Director
|
Jess M. Ravich
|
|
58
|
|
Director
|
•
|
to oversee the quality and integrity of our financial statements and our accounting and financial reporting processes;
|
•
|
to prepare the audit committee report required by the SEC in our annual proxy statements;
|
•
|
to review and discuss with management and the independent registered public accounting firm our annual and quarterly financial statements;
|
•
|
to review and discuss with management our earnings press releases;
|
•
|
to appoint, compensate and oversee our independent registered public accounting firm, and pre-approve all auditing services and non- audit services to be provided to us by our independent registered public accounting firm;
|
•
|
to review the qualifications, performance and independence of our independent registered public accounting firm; and
|
•
|
to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.
|
•
|
to determine, or recommend for determination by our board of directors, the compensation of our chief executive officer and other executive officers;
|
•
|
to establish, review and consider employee compensation policies and procedures;
|
•
|
to review and approve, or recommend to our board of directors for approval, any employment contracts or similar arrangement between the company and any executive officer of the company;
|
•
|
to review and discuss with management the Company’s compensation policies and practices and management’s assessment of whether any risks arising from such policies and practices are reasonably likely to have a material adverse effect on the Company;
|
•
|
to review, monitor, and make recommendations concerning incentive compensation plans, including the use of stock options and other equity-based plans; and
|
•
|
to appoint, compensate and oversee any compensation consultant, legal counsel or other advisor retained by the Compensation Committee in its sole discretion;
|
•
|
to recommend to our board of directors proposed nominees for election to the board of directors by the shareholders at annual meetings, including an annual review as to the renominations of incumbents and proposed nominees for election by the board of directors to fill vacancies that occur between shareholder meetings;
|
•
|
to make recommendations to the board of directors regarding corporate governance matters and practices; and
|
•
|
to recommend members for each committee of the board of directors.
|
Summary Compensation Table - Fiscal 2015 and 2014
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Name and Principal Position
|
|
Year
|
|
Salary
(1)
($)
|
|
Bonus
(2)
($)
|
|
Stock Awards
($)
|
|
Option Awards
($)
|
|
Non-Equity Incentive Plan
Compensation
(3)
($)
|
|
All Other
Compensation
(4)
($)
|
|
Total
($)
|
||||||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gregory Roberts
|
|
2015
|
|
$
|
525,000
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,776
|
|
|
$
|
944,776
|
|
Chief Executive Officer and Director
|
|
2014
|
|
$
|
525,000
|
|
|
$
|
500,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,661
|
|
|
$
|
1,059,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
David W. G. Madge
|
|
2015
|
|
$
|
425,000
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,503
|
|
|
$
|
1,150,503
|
|
President
|
|
2014
|
|
$
|
425,000
|
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,671
|
|
|
$
|
679,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Thor Gjerdrum
|
|
2015
|
|
$
|
404,000
|
|
|
$
|
17,040
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182,960
|
|
|
$
|
2,424
|
|
|
$
|
606,424
|
|
Executive Vice President and Chief Operating Officer
|
|
2014
|
|
$
|
384,000
|
|
|
$
|
46,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
279,000
|
|
|
$
|
5,293
|
|
|
$
|
714,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
|
|
|
|
(1)
|
|
Fiscal 2015 salary amounts represent salary paid for services performed in the fiscal year. Salary payments received may vary due to the timing of pay periods that start in one fiscal year and end in the next.
|
|
(2)
|
|
In fiscal 2015, each NEO received a discretionary year-end bonus. In addition, Mr. Madge received a "completion bonus" of $450,000 for completion of the term of his employment agreement (November 2011 through June 2015).
|
|
|
|
|
|
(3)
|
|
Each of the NEOs was granted an award opportunity for fiscal 2015 that constitutes a non-equity incentive plan award. Bonus and non-equity incentive plan compensation for the NEOs are described in greater detail below in “Narrative Discussion of Executive Compensation.”
|
|
|
|
|
|
(4)
|
|
Amounts in this column, for fiscal 2015, are as follows:
•
Mr. Roberts received $4,500 as a car allowance, $2,403 as a 401(k) matching contribution and $12,873 as a cash payment in lieu of vacation time.
•
Mr. Madge received $1,935 as a 401(k) matching contribution and $23,568 as a cash payment in lieu of vacation time.
•
Mr. Gjerdrum received $2,424 as a 401(k) matching contribution.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Outstanding Equity Awards At Fiscal Year-End - Fiscal 2015
|
||||||||||||||||||||||||
|
|
Options Awards
(1)
|
|
Stock Awards
|
||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of Shares
or Units of Stock
That Have Not
Vested
(#)
|
|
Market Value of Shares or
Units of Stock That Have Not Vested
($)
|
|||||||||||
Gregory N. Roberts
|
|
23,972
|
|
|
|
—
|
|
|
|
10.43
|
|
|
|
2/15/2023
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
23,972
|
|
|
|
—
|
|
|
|
12.52
|
|
|
|
2/15/2023
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
23,972
|
|
|
|
—
|
|
|
|
14.61
|
|
|
|
2/15/2023
|
|
|
|
—
|
|
|
|
—
|
|
|
David W.G. Madge
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Thor Gjerdrum
|
|
2,997
|
|
(2)
|
|
—
|
|
|
|
50.32
|
|
|
|
7/15/2015
|
|
|
|
—
|
|
|
|
—
|
|
|
_________________________________
|
|||
(1)
|
|
All options and stock appreciation rights were fully vested and exercisable at June 30, 2015.
|
|
|
|
|
|
(2)
|
|
This award is a stock appreciation right.
|
|
|
|
|
|
If A-Mark and SGI pre-tax profits combined were at least $5 million, then the annual incentive would equal:
|
||
•
|
|
12% of pre-tax profits up to $8 million of pre-tax profits; plus
|
|
|
|
•
|
|
15% of pre-tax profits in excess of $8 million, up to $10 million of pre-tax profits; plus
|
|
|
|
•
|
|
18% of pre-tax profits in excess of $10 million of pre-tax profits.
|
|
|
|
If A-Mark were to achieve positive pre-tax profits, then the annual incentive would equal:
|
||
•
|
|
1.0% of pre-tax profits in excess of $18 million, up to $25 million of pre-tax profits; plus
|
|
|
|
•
|
|
3.0% of pre-tax profits in excess of $25 million, up to $30 million of pre-tax profits; plus
|
|
|
|
•
|
|
5.0% of pre-tax profits in excess of $30 million, up to $35 million of pre-tax profits; plus
|
|
|
|
•
|
|
6.0% of pre-tax profits in excess of $35 million of pre-tax profits.
|
If A-Mark has pre-tax profits of at least $5 million, a portion of the performance bonus will equal:
|
||
•
|
|
2.0% of such pre-tax profits up to $10 million; plus
|
|
|
|
•
|
|
2.5% of such pre-tax profits in excess of $10 million, up to $20 million; plus
|
|
|
|
•
|
|
3.0% of pre-tax profits in excess of $20 million.
|
|
|
|
Named Executive Officer
|
|
Earned Annual
Incentive
Fiscal 2015
|
||||
Gregory N. Roberts
|
|
$
|
—
|
|
||
David W.G. Madge
|
|
$
|
—
|
|
||
Thor Gjerdrum
|
|
$
|
182,960
|
|
•
|
|
For Mr. Roberts, a lump-sum amount equal to the greater of 75% of “Annualized Pay,” which is the annual average of salary and performance bonuses paid for the previous three years, but in any event this severance amount will be not less than $1,500,000.
|
|
|
|
•
|
|
For Mr. Madge, for a termination before June 30, 2015, a pro rata payment of the Completion Bonus of $450,000 as a lump sum, with pro ration based on the number of months worked from November 2011 divided by the total number of months (44) in his employment term under the employment agreement.
|
|
|
|
•
|
|
For Mr. Gjerdrum, continued payments of base salary for one year at the rates specified in the employment agreement.
|
|
|
|
•
|
|
Payment of compensation accrued as of the date of termination, consisting of salary, performance bonus earned in any fiscal year completed before termination but not yet paid, unreimbursed business expenses reimbursable under the employer’s expense policies and payment in lieu of accrued but unused vacation.
|
|
|
|
•
|
|
Payment of the pro rata portion of the performance bonus for the fiscal year of termination (based on the portion of the fiscal year worked), payable if and when such bonus would have been paid if employment had continued.
|
|
|
|
•
|
|
In the case of Mr. Roberts, continued health benefits paid by the employer for six months.
|
|
|
|
•
|
|
In the case of Mr. Gjerdrum, for a termination before June 30, 2015, accelerated vesting of his outstanding RSUs.
|
|
|
|
•
|
|
For all terminations, the compensation accrued as of the date of termination (as summarized above) will be paid.
|
|
|
|
•
|
|
In the event of termination due to death or total disability,
|
|
|
|
•
|
|
Each NEO would receive the pro rata performance bonus for the fiscal year of termination.
|
|
|
|
•
|
|
Mr. Roberts would receive the same severance and health benefits payable in the event of a termination by the employer not for cause, except that benefits would be reduced by the amount of any disability or death benefit received under employer plans.
|
|
|
|
•
|
|
For a termination before June 30, 2015, Mr. Gjerdrum’s RSUs would have become fully vested.
|
(1)
|
|
Cash retainer -- $60,000 per year;
|
|
|
|
|
|
(2)
|
|
Cash retainer for service as Chairman of Audit Committee or Chairman of Compensation Committee -- $10,000;
|
|
|
|
|
|
(3)
|
|
Cash retainer for service as Chairman of Nominating and Governance Committee -- $5,000; and
|
|
|
|
|
|
(4)
|
|
Cash retainer for service as member (other than Chairman) of Audit Committee or Compensation Committee -- $5,000.
|
|
Name
|
|
Fees
Earned or
Paid in
Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
(1)
($)
|
|
All Other Compensation
($)
|
|
Total
($)
|
|||||||||||||||
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
|
(e)
|
|
(f)
|
|||||||||||||||
Jeffrey D. Benjamin
|
|
$
|
60,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
60,000
|
|
|
Joel Anderson
|
|
$
|
60,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
60,000
|
|
|
Ellis Landau
|
|
$
|
75,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
75,000
|
|
|
Beverley Lepine
|
|
$
|
10,500
|
|
|
|
$
|
—
|
|
|
|
$
|
10,890
|
|
|
|
$
|
—
|
|
|
|
$
|
21,390
|
|
|
William Montgomery
|
|
$
|
65,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
65,000
|
|
|
John Moorhead
|
|
$
|
75,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
75,000
|
|
|
Jess M. Ravich
|
|
$
|
75,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
(1)
|
|
At June 30, 2015, Ms. Lepine and Mr. Benjamin held stock options to purchase A-Mark shares. Ms. Lepine held an option to purchase 3,000 shares, exercisable at $10.08 per share, with no part of the option then vested and exercisable. Mr. Benjamin held an option to purchase 119,856 shares at $8.35 per share, which was vested and exercisable as to 47,943 shares and unvested and unexercisable as to 71,913 shares. This option was granted at the time of the spin-off in fiscal 2014, as a replacement and adjustment of an option to purchase 500,000 SGI shares.
|
|
•
|
|
each of our directors;
|
|
|
|
•
|
|
each NEO named in the summary compensation table;
|
|
|
|
•
|
|
all of our current directors and executive officers as a group; and
|
|
|
|
•
|
|
each of our stockholders who has reported beneficial ownership of more than 5% of the outstanding class of our common stock.
|
|
|
|
Name of Beneficial Owner
|
|
Amount of Beneficial Ownership
|
|
Percent of Outstanding
Common Stock
(1)
|
||
Joel R. Anderson
(2)
Charles C. Anderson
Harold Anderson
|
|
727,016
|
|
|
10.4
|
%
|
Jeffrey D. Benjamin
(3)
|
|
813,303
|
|
|
11.5
|
%
|
William A. Richardson
(4)
|
|
1,012,728
|
|
|
14.5
|
%
|
Gregory N. Roberts
(5)
|
|
944,510
|
|
|
13.4
|
%
|
_________________________________
|
|||
|
|
|
|
(1)
|
|
All percentages have been calculated based on 6,973,549 shares of A-Mark common stock outstanding at
September 15, 2015
.
|
|
|
|
|
|
(2)
|
|
Beneficial ownership of Joel R. Anderson, Charles
C. Anderson and Harold Anderson is based on their Schedule 13D with the SEC reporting their beneficial ownership of our outstanding common stock, as a group, at March 20, 2014 and additional advice provided to A-Mark by Joel R. Anderson. Based on such information, the group’s beneficial ownership of A-Mark common stock totaled 727,016 shares at September 15, 2015. Based on their Schedule 13D information, Joel R. Anderson had beneficial ownership
of 304,553 shares, Charles C. Anderson had beneficial ownership of 366,338 shares, and Harold Anderson had beneficial ownership of 56,125 shares. The address of Joel R. and Charles C. Anderson is 202 North Court Street, Florence, Alabama 35630, and the address of Harold Anderson is 3101 Clairmont Road, Suite C, Atlanta, GA 30329.
|
|
|
|
|
|
(3)
|
|
Beneficial ownership of Jeffrey D. Benjamin is based on his amended Schedule 13D filed with the SEC reporting beneficial ownership of shares of A-Mark common stock at March 21, 2014 and additional advice provided to the Company. His beneficial ownership of A-Mark common stock totaled 789,332 shares, including 71,914 shares issuable to Mr. Benjamin upon exercise of stock options that are currently exercisable or will become exercisable within 60 days. The reported beneficial ownership also includes 250,000 shares held in a family trust as to which Mr. Benjamin neither has nor shares voting or dispositive power, as to which shares he disclaims beneficial ownership. Such beneficial ownership excludes 47,942 stock options that are not currently exercisable and will not become exercisable within 60 days. The address of Mr. Benjamin is 429 Santa Monica Blvd. Suite 230, Santa Monica, CA 90401.
|
|
|
|
|
|
(4)
|
|
Beneficial ownership of William A. Richardson is based on his amended Schedule 13D filed with the SEC reporting beneficial ownership of A-Mark common stock at March 21, 2014. His beneficial ownership of A-Mark common stock totaled 1,012,728 shares at March 21, 2014, including 778,938 shares owned directly by Silver Bow Ventures LLC (11.2% of the outstanding class) as to which Mr. Richardson shares voting and dispositive power with Gregory N. Roberts. The address of Mr. Richardson and Silver Bow Ventures LLC is 429 Santa Monica Blvd. Suite 230, Santa Monica, CA 90401.
|
|
|
|
|
|
(5)
|
|
Beneficial ownership of Gregory N. Roberts is based on his amended Schedule 13D filed with the SEC reporting beneficial ownership of A-Mark common stock at March 21, 2014 and additional advice provided to the Company. His beneficial ownership of A-Mark common stock totaled 944,510 shares, including 93,656 shares as to which Mr. Roberts shares voting and dispositive power with his wife and 778,938 shares owned directly by Silver Bow Ventures LLC (11.2% of the outstanding class) as to which Mr. Roberts shares voting and dispositive power with William Richardson, and including shares issuable to Mr. Roberts upon exercise of 71,916 options to acquire A-Mark common stock (as to which Mr. Roberts has sole voting and sole dispositive power). The address of Mr. Roberts is 429 Santa Monica Blvd. Suite 230, Santa Monica, CA 90401.
|
|
Name of Beneficial Owner
|
|
Amount and Nature
Of Beneficial Ownership
|
|
|
Percent of Outstanding
Common Stock
(1)
|
||
Joel R. Anderson
(2)
|
|
727,016
|
|
|
|
10.4
|
%
|
Jeffrey D. Benjamin
(3)
|
|
813,303
|
|
|
|
11.5
|
%
|
Ellis Landau
|
|
179,025
|
|
|
|
2.6
|
%
|
Beverley Lepine
|
|
1,000
|
|
|
|
*
|
|
William Montgomery
|
|
248,662
|
|
(4)
|
|
3.6
|
%
|
John U. Moorhead
|
|
18,272
|
|
|
|
*
|
|
Jess M. Ravich
|
|
257,226
|
|
|
|
3.7
|
%
|
Gregory N. Roberts
(5)
|
|
944,510
|
|
|
|
13.4
|
%
|
Thor G. Gjerdrum
|
|
51,151
|
|
(6)
|
|
*
|
|
David W.G. Madge
|
|
—
|
|
|
|
*
|
|
All current directors and executive officers as a group (11 persons)
|
|
3,283,548
|
|
(6)
|
|
46.0
|
%
|
_________________________________
|
|||
*
|
|
Less than 1%.
|
|
|
|
|
|
(1)
|
|
See footnote (1) to the table under the caption “Beneficial Ownership of Principal Stockholders” above.
|
|
|
|
|
|
(2)
|
|
See footnote (2) to the table under the caption “Beneficial Ownership of Principal Stockholders” above.
|
|
|
|
|
|
(3)
|
|
See footnote (3) to the table under the caption “Beneficial Ownership of Principal Stockholders” above.
|
|
|
|
|
|
(4)
|
|
Includes 177,745 shares that would be held in a trust as to which Mr. Montgomery has no voting power and limited dispositive power, and as to which shares Mr. Montgomery disclaims beneficial ownership.
|
|
|
|
|
|
(5)
|
|
See footnote (5) to the table under the caption “Beneficial Ownership of Principal Stockholders” above.
|
|
|
|
|
|
(6)
|
|
Includes 158,213 shares issuable upon exercise of stock options that are currently exercisable or will become exercisable within 60 days.
|
|
in thousands
|
|
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2015
|
|
2014
|
|||||||||||||
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
||||||||
Related Party Company
|
|
|
|
|
|
|
|
|
|
||||||||
Calzona Ventures, LLC
|
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
5,018
|
|
|
$
|
464
|
|
|
Stack's Bowers Numismatics, LLC
|
|
7,364
|
|
|
9,201
|
|
|
11,925
|
|
|
11,187
|
|
|
||||
Related party, total
|
|
$
|
7,521
|
|
|
$
|
9,201
|
|
|
$
|
16,943
|
|
|
$
|
11,651
|
|
|
in thousands
|
|
|
|
|
||||
Years Ended June 30,
|
|
2015
|
|
2014
|
||||
Fee Category
|
|
Grant Thornton LLP
|
|
BDO USA
LLP
|
||||
Audit fees
(1)
|
|
$
|
515
|
|
|
$
|
490
|
|
Audit-related fees
(2)
|
|
—
|
|
|
—
|
|
||
Tax fees
(3)
|
|
—
|
|
|
—
|
|
||
All other fees
(4)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
515
|
|
|
$
|
490
|
|
_________________________________
|
|||
|
|
|
|
(1)
|
|
Audit fees consisted of services rendered by the principal accountant for the audit and reviews of our annual and quarterly condensed consolidated financial statements. Such audit fees exclude fees of $262,000 charged by BDO USA, LLP related to audit services performed in fiscal year 2015.
|
|
(2)
|
|
Audit-related fees includes the aggregate fees for assurance and related services provided that are reasonably related to the performance of the audits or reviews of the financial statements and which are not reported above under “Audit fees.”
|
|
|
|
|
|
(3)
|
|
Tax tees consists of professional services rendered for tax compliance, tax planning, tax advice, and value added tax process review. The services for the fees disclosed under this category include tax return preparation, research and technical tax advice.
|
|
|
|
|
|
(4)
|
|
All other fees includes the aggregate fees for products and services provided that are not reported above under “Audit fees,” “Audit-related fees” or “Tax fees.”
|
|
|
|
|
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
Index to Consolidated Financial Statements
|
|
|
Page
|
2.
|
Financial Statements Schedules
|
3.
|
Exhibits required to be filed by Item 601 of Regulation S-K
|
Date:
|
September 24, 2015
|
A-MARK PRECIOUS METALS, INC.
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By:
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/s/ Gregory N. Roberts
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Name:
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Gregory N. Roberts
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Title:
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Chief Executive Officer
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(Principal Executive Officer)
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September 24, 2015
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A-MARK PRECIOUS METALS, INC.
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By:
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/s/ Gianluca Marzola
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Name:
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Gianluca Marzola
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Title:
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Chief Accounting Officer
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(Principal Financial Officer)
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Signatures
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Title(s)
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Date
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/s/ Jeffrey D. Benjamin
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Chairman of the Board
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September 24, 2015
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Jeffrey D. Benjamin
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/s/ Gregory N. Roberts
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Chief Executive Officer and Director
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September 24, 2015
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Gregory N. Roberts
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(Principal Executive Officer)
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/s/ Gianluca Marzola
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Chief Accounting Officer
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September 24, 2015
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Gianluca Marzola
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(Principal Financial Officer)
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/s/ Joel R. Anderson
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Director
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September 24, 2015
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Joel R. Anderson
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/s/ Ellis Landau
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Director
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September 24, 2015
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Ellis Landau
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/s/ Beverley Lepine
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Director
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September 24, 2015
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Beverley Lepine
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/s/ William Montgomery
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Director
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September 24, 2015
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William Montgomery
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/s/ John U. Moorhead
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Director
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September 24, 2015
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John U. Moorhead
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/s/ Jess M. Ravich
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Director
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September 24, 2015
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Jess M. Ravich
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Regulation S-K
Exhibit Table Item No. |
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Description of Exhibit
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2.1
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Separation and Distribution Agreement between Spectrum Group International, Inc. and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-1; Registration No. 333-192260.
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3.1
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Amended and Restated Certificate of Incorporation of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1; Registration No. 333-192260.
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3.3
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Amended and Restated Bylaws of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1; Registration No. 333-192260.
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10.1
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Secondment Agreement between Spectrum Group International, Inc. and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1; Registration No. 333-192260.
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10.2
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Memorandum of Tax Sharing Agreement, dated as of June 23, 2011, between Spectrum Group International, Inc. and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1; Registration No. 333-192260.
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10.3
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Tax Separation Agreement between Spectrum Group International, Inc. and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1; Registration No. 333-192260.
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10.4
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Second Amended And Restated Collateral Agency and Intercreditor Agreement, dated September 4, 2014, by and among BNP Paribas, RB International Finance (USA) LLC, f/k/a RZB Finance LLC, Natixis, New York Branch, ABN AMRO Capital USA LLLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, HSBC Bank USA, N.A., Brown Brothers Harriman & Co., and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.1 to the 8-K filed with the SEC on September 16, 2014.
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10.5
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Second Amended and Restated General Security Agreement, by and among BNP Paribas, RB International Finance (USA) LLC, f/k/a RZB Finance LLC, Natixis, New York Branch, ABN AMRO Capital USA LLC, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, HSBC Bank USA, N.A., Brown Brothers Harriman & Co., and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.4 to the 8-K filed with the SEC on September 16, 2014.
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10.6
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Promissory Note, dated August 22, 2014, in the principal amount of U.S.$50,000,000, between Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.,“Rabobank Nederland”, New York Branch, and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.2 to the 8-K filed with the SEC on September 16, 2014.
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10.7
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Line Letter, dated August 22, 2014, between Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.3 to the 8-K filed with the SEC on September 16, 2014.
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10.8
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Second Amendment to Line Letter and Consent, dated as of August 3, 2012 between ABN AMRO CAPTITAL USA LLC and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.26 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.9
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Revised Terms and Conditions to Extend a Demand Line of Credit in Favor of A-Mark Precious Metals, Inc., dated September 12, 2012 with Brown Brothers Harriman & Co. Incorporated by reference to Exhibit 10.27 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.10
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Replacement Promissory Note, dated March 31, 2011, between BNP Paribas and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.30 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.11
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Amended and Restated Master Line Letter, dated August 21, 2002, between Natixis, New York Branch (f/k/a Natexis Banques Populaires, New York Branch) and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.29 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.12
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Replacement Promissory Note, dated May 10, 2011, between RB International Finance (USA) LLC f/k/a RZB Finance LLC and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.30 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.13
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ABN AMRO Line Letter, dated March 18, 2011. Incorporated by reference to Exhibit 10.31 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.14
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ABN AMRO Line Letter, dated April 21, 2011. Incorporated by reference to Exhibit 10.32 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.15
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ABN AMRO Second Amendment to Line Letter and consent, dated August 3, 2012. Incorporated by reference to Exhibit 10.33 of the Registration Statement on Form S-1; Registration No. 333-192260.
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Regulation S-K
Exhibit Table Item No. |
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Description of Exhibit
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10.16
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Fortis Capital Corp. Replacement Promissory Note, dated January 2008. Incorporated by reference to Exhibit 10.34 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.17
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Non-Employee Director Compensation Policy of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.36 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.18
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Amended and Restated Employment Agreement, dated as of February 28, 2013, by and among A-Mark Precious Metals, Inc., Collateral Finance Corporation, Spectrum Group International, Inc. and Thor C. Gjerdrum. Incorporated by reference to Exhibit 10.37 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.19
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Amendment No. 1 to Amended and Restated Employment Agreement, effective as of March 14, 2014, by and among A-Mark Precious Metals, Inc., Collateral Finance Corporation, Spectrum Group International, Inc. and Thor C. Gjerdrum. Incorporated by reference to Exhibit 10.19 of the Annual Report on Form 10-K for the year ended June 30, 2014.
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10.20
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Employment Agreement, effective as of March 14, 2014, by and between Greg Roberts and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.20 of the Annual Report on Form 10-K for the year ended June 30, 2014.
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10.21
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Employment Agreement, dated August 29, 2011, by and between A-Mark Precious Metals, Inc. and David Madge. Incorporated by reference to Exhibit 10.39 to the Registration Statement on Form S-1; Registration No. 333-192260.
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10.22
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Form of 2014 Stock Award and Incentive Plan of A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.40 of the Registration Statement on Form S-1; Registration No. 333-192260.
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10.23
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*
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Air Cargo Center Lease between MCP CARGO, LLC as Landlord, and A-M Global Logistics, LLC as tenant, dated November 21, 2014.
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10.24
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*
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First Amendment to Air Cargo Center Lease between MCP CARGO, LLC as Landlord, and A-M Global Logistics, LLC as tenant, dated August 28, 2015.
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10.25
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Amended and Restated Uncommitted Facility Letter, dated September 2, 2015, between BNP Paribas and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on September 16, 2015.
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16.1
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Letter from BDO USA, LLP, dated May 22, 2015. Incorporated by reference to Exhibit 16 of the Report on Form 8-K filed on May 22, 2015.
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21
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*
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List of Subsidiaries of A-Mark Precious Metals, Inc.
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31.1
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Certification Under Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification Under Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification Under Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2
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Certification Under Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Calculation Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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_________________________________
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Filed herewith
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1. Date:
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[November 21]
, 2014.
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2. Landlord:
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MCP CARGO, LLC, a Nevada limited liability company
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3. Tenant:
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A-M GLOBAL LOGISTICS, LLC,
a Delaware limited liability company
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4. Project (Article 1).
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That certain air cargo center (the "
Project
") located in the Marnell Air Cargo Center, at 6055 Surrey Street, in the City Las Vegas, County of Clark, State of Nevada, 89119, which Project is legally described in
Exhibit "A-3"
attached to the Lease, as generally depicted on
Exhibit "A-1"
to the Lease (the "
Site Plan
").
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5. Building (Article 1).
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That certain building (the “
Building
”) located in the Project, more commonly known as Marnell Air Cargo Center - Building 2, 6055 Surrey Street, Las Vegas, Nevada, containing approximately One Hundred Twenty One Thousand Nine Hundred Ninety Two (121,992) square feet of floor area, subject to adjustment upon completion of the Building, as shown on the Site Plan attached hereto as
Exhibit "A-1"
to the Lease, with the core and shell construction to contain only those features set forth on the Work Letter Agreement attached hereto as “Exhibit “E” and which constitutes Landlord’s Work as described therein.
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6. Premises (Article 1).
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That certain space in the Building identified as Suite 105 and consisting of Thirteen Thousand Nine Hundred Seventy Nine (13,979) square feet of floor area (the “
Premises
”, and as shown on
Exhibit "A-2"
to the Lease (the "
Depiction of Premises
")
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7. Lease Term (Article 2).
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7.1 Lease Term:
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Sixty (60) months.
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7.2 Lease Commencement Date:
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One Hundred Twenty (120) days following Landlord’s delivery of the Premises; provided, however, that in the event Tenant opens for business prior to the expiration of such One Hundred Twenty (120) day period, then Tenant, commencing the date Tenant opens for business, shall be obligated to pay all amounts due under this Lease, including, without limitation, Rent (as such term is defined in the Lease). Landlord shall deliver to Tenant possession of the Premises in its As-Is (as such term is defined in the Lease) condition. Notwithstanding the foregoing, delivery of the Premises and Tenant possession shall not occur until the last to occur of the following:
(a)
The Lease has been fully executed by Tenant and Landlord, and all amounts to be paid at the time of execution paid by Tenant to Landlord; and
(b)
Tenant or Tenant’s authorized agent has received notification from Landlord that the key to the Premises is available for pickup by Tenant or Tenant’s authorized agent.
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7.3 Lease Expiration Date:
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The last day of the sixtieth (60
th
) full calendar month of the Lease Term (the "
Lease Expiration Date
").
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7.4 Options to Extend
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None.
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8. Rent (Article 3).
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8.1 Base Rent (Initial Term):
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The monthly Base Rent shall be equal to One and 50/100 Dollars ($1.50) for each square foot of floor area in the Premises, with increases pursuant to Article 3 of the Lease. The annual Base Rent for the first year of the Lease Term is estimated to be equal to Two Hundred Fifty One Thousand Six Hundred Twenty Two and No/100s Dollars ($251,622.00).
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9. Guarantor:
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A-Mark Precious Metals, Inc., a Delaware corporation.
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10. Permitted Use (Article 5):
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Subject to Section 5.1 of the Lease, the Premises shall be occupied and used solely for a precious metals trading company services/warehouse/secured storage/office that must be compatible with M-D zoning.
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11. Tenant's Trade Name
(Section 5.1):
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None
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12. Security Deposit
(Article 21):
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Twenty Thousand Nine Hundred Sixty Eight and 50/100 Dollars ($20,968.50)
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13. Addresses of Landlord and
Tenant (Article 22).
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13.1 Address of Landlord:
With copies of all notices to:
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MCP CARGO, LLC
222 Via Marnell Way
Las Vegas, NV 89119
Attn: Property Administrator
Kolesar & Leatham
400 S. Rampart, Suite 400
Las Vegas, Nevada 89145
Attn: Joseph J. Mugan, Esq.
Tele. No.: (702) 362-7800
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13.2 Address of Tenant:
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429 Santa Monica Boulevard, Suite 230
Santa Monica, California 90401
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14. Landlord's Broker (Article 24):
Tenant's Broker (Article 24):
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None
None
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15. Tenant Allowance:
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Subject to Exhibit “E” of this Lease, Landlord will provide an Allowance (as further defined in Exhibit “E” attached to the Lease) up to Forty and 00/100 Dollars ($40.00) per square foot of the Premises, for a total amount up to but not to exceed Five Hundred Fifty Nine Thousand One Hundred Sixty and 00/100 Dollars ($559,160.00), and which includes all costs associated with the installation of a dock high door for the Premises.
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16. Right of First Offer:
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Contemporaneously with the execution of the Lease, Landlord and Tenant shall execute the Right of First Offer to Lease attached hereto as Exhibit “I”.
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(a)
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The Term "
Master Lease
" as used herein shall mean that certain Lease Agreement by and between Landlord and the County of Clark (referred to herein along with its successors and assigns as the "
County
") that has been executed and which is attached hereto as
Exhibit “J”
. The Master Lease will be executed by all parties thereto as a condition precedent to the Lease Commencement Date. Provided, should Landlord be unable to obtain a mutually executed Master Lease with the County prior to Lease Commencement Date or should Landlord be unable to obtain the County's approval of this Lease prior to the Lease Commencement Date, then this Lease shall automatically terminate unless otherwise agreed to by Landlord and Tenant in writing. In the event that this Lease so terminates, neither party shall have any further liability or obligation to the other party for any obligation arising thereafter. This Lease and all of Tenant's rights hereunder are and shall be subject and subordinate to the Master Lease and any amendments or modifications thereof. Within ten (10) days after the receipt of a request from Landlord, County, or any mortgagee of Landlord, Tenant shall confirm such subordination by executing a recordable subordination agreement in form and content satisfactory to Landlord, County, and any mortgagee of Landlord.
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(b)
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The term "
Design Guidelines
" as used herein shall mean the design guidelines for the Project which Landlord may implement as amended from time to time.
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(c)
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The term “Sign Criteria” as used herein shall mean the signage criteria for the Project which Landlord shall implement and as amended from time to time.
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(d)
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The term "
Operating Directives
" as used herein shall mean that certain document issued by the Department of Aviation, Clark County, Nevada entitled McCarran International Airport Operating Directives as a complete revision on June 1, 2001, and as amended and revised from time to time. Tenant hereby acknowledges that it has received a copy of the Operating Directives prior to the execution of this Lease.
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Re:
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Air Cargo Center Sublease dated _________________, 2014, between MCP CARGO, LLC, a Nevada limited liability company ("Landlord"), and A-M GLOBAL LOGISTICS, LLC, a Delaware limited liability company ("Tenant"), concerning certain premises located at _______________, Las Vegas, Nevada 89_____.
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•
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4 – 50’ Wide Driveways
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Ample Vehicle Parking, 263 Spaces
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2 Dedicated Areas for Truck Parking, Total 28 Spaces
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8 Handicap Parking Spaces Located at the Front of the Building
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3 Oversized Trash Enclosures for Large Dumpsters
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Ramps up to Storefront Locations with Limited Parking at Storefront
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Building Grid is 52’ Wide by 3 – 46” Deep Bays
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Concrete Tilt-up Wall Panel Construction
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8” Thick Concrete Slab on Grade
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Steel Roof Structure & Metal Roof Decking
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22’ Clearance Height to Bottom of Structure
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Single Ply Roofing Membrane Over Rigid Insulation
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Signage Band on Exterior Tilt-up Panels
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10’ x 12’ Aluminum Storefront Entrances
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10’ x 12’ Manual Overhead Doors at the Front of the Building
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14’ x 14’ Overhead Door Openings at Airside
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30’ Wide, 8” Thick Concrete Apron on Airside
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Metal Stud Framing & Drywall Demising Walls
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1 ¼” Valved Domestic Water Line Furnished to Space
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4” Sanitary Sewer Stub Furnished to Space
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1 ¼” Gas Line Stub Furnished to Space
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Wet Pipe Sprinkler System Provided at the Roof Structure with Freeze Protection
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Standard Size Roof Curbs Provided for AC Units & Evaporative Coolers
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Empty Electrical Conduit Provided to Space from 277 Volt, 200 Amp Meter
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Empty Conduits Provided to Space for Telephone & Cable
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•
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Airport Security Card Readers at Overhead Door Openings on Public Side
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•
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Skylights
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•
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Covered Parking
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•
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HVAC of Any Kind
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•
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Interior Lighting
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•
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Tenant Improvements
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ITEM REQUESTED
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ITEM RECEIVED
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COMMENTS
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1
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Copy of Tenant's Certificate of Occupancy (C of O)
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2
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Letter requesting payment allowance
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3
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Invoices from all Tenant's agents for Labor & Materials
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4
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Lien Releases & Unconditional Waivers from all Vendor's & Subcontractors
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5
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Certificate of Substantial Completion issued by the Architect
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6
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Schedule Landlord Inspection of building systems (no substandard work)
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7
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Detailed breakdown of total construction costs provided by Tenant
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8
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Receipts for all construction costs - must show payment
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9
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1 year (minimum) warranty against defects in workmanship, materials & equipment submitted by tenant
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10
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Statement Letter indemnifying Landlord & Landlord's designated Escrow Agent against any and all Liens against the Premises or any claims by any material suppliers, contractors or subcontractors
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11
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Tenant reimbursement to Landlord for the cost of work done by Landlord for the Tenant which includes: temporary power, trash removal and all other sums owed by Tenant to Landlord
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12
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Furnish copy of Business License
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13
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Estoppel Letter prepared by Landlord and filled out by Tenant
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14
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As-built Drawings
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15
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O & M Manuals
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16
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Equipment Warranty
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17
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Recorded valid Notice of Completion pursuant to NRS 108.228
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a Nevada limited liability company
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a Delaware limited liability company
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By: /s/ Gregory K. Wells
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By: /s/ Thor Gjerdrum
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Print Name: Gregory K. Wells
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Print Name: Thor Gjerdrum
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Name of Subsidiary
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Jurisdiction of Incorporation
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Collateral Finance Corporation
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Delaware
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A-Mark Trading AG
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Austria
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Transcontinental Depository Services, LLC
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Delaware
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A-M Global Logistics, LLC
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Delaware
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1.
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I have reviewed this
Annual Report
on Form
10-K
of A-Mark Precious Metals, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
September 24, 2015
|
/s/ Gregory N. Roberts
|
|
||
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
Chief Executive Officer
|
|
1.
|
I have reviewed this
Annual Report
on Form
10-K
of A-Mark Precious Metals, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
September 24, 2015
|
/s/ Gianluca Marzola
|
|
||
|
|
Name:
|
Gianluca Marzola
|
|
|
|
|
Title:
|
Chief Accounting Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
September 24, 2015
|
/s/ Gregory N. Roberts
|
|
||
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
Chief Executive Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
Date:
|
September 24, 2015
|
/s/ Gianluca Marzola
|
|
||
|
|
Name:
|
Gianluca Marzola
|
|
|
|
|
Title:
|
Chief Accounting Officer
|
|