|
Delaware
(State of Incorporation)
|
|
11-2464169
(IRS Employer I.D. No.)
|
Title of each class
Common Stock, $0.01 par value
|
|
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.
|
|
Yes.
o
No.
þ
|
|
|
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
|
Yes.
o
No.
þ
|
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
|
Yes.
þ
No.
¨
|
|
|
|
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).
|
|
Yes.
þ
No.
¨
|
|
|
|
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.
|
|
o
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
|
Yes.
¨
No.
þ
|
|
|
|
Aggregate market value of registrant’s common stock held by non-affiliates of the registrant on December 31, 2015, based upon the closing price of Common Stock on such date as reported by NASDAQ Global Select Market, was approximately $70,716,067. 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.
|
||
|
|
|
As of September 21, 2016, the registrant had 7,021,450 shares of common stock outstanding, par value $0.01 per share.
|
|
|
|
|
|
|
Page
|
PART I
|
|
|
|
|
Item 1.
|
Description of Business
|
|
|
Item 1A.
|
Risk Factors
|
|
|
Item 1B.
|
Unresolved Staff Comments
|
|
|
Item 2.
|
Properties
|
|
|
Item 3.
|
Legal Proceedings
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
PART II
|
|
|
|
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Item 6.
|
Selected Financial Data
|
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
Item 8.
|
Consolidated Financial Statements and Supplementary Data
|
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
|
Item 9A.
|
Controls and Procedures
|
|
|
Item 9B.
|
Other Information
|
|
PART III
|
|
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
|
Item 11.
|
Executive Compensation
|
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
PART IV
|
|
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
|
|
|
Signatures
|
|
|
|
Exhibit Index
|
|
•
|
|
distributes gold and silver coins and bars from sovereign and private mints;
|
|
|
|
•
|
|
provides financing for the purchase of bullion and numismatics;
|
|
|
|
•
|
|
offers secure storage for bullion; and
|
|
|
|
•
|
|
offers complementary products such as consignment, customized finance and liquidity programs such as repurchase ("Repo") accounts, and trade quotes in a variety of foreign currencies.
|
•
|
|
vertically integrated operations that span trading, distribution, storage, financing and other consignment products and services;
|
|
|
|
•
|
|
an extensive and varied customer base that includes banks and other financial institutions, coin dealers, collectors, private investors, investment advisors, industrial manufacturers, refiners, sovereign mints and mines;
|
|
|
|
•
|
|
secure storage for bullion;
|
|
|
|
•
|
|
access to primary market makers, suppliers, refiners and government mints that provide a dependable supply of precious metals and precious metal products;
|
|
|
|
•
|
|
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;
|
|
|
|
•
|
|
the largest precious metals dealer network in North America;
|
|
|
|
•
|
|
depository relationships in major financial centers around the world;
|
|
|
|
•
|
|
experienced traders who effectively manage A-Mark's exposure to commodity price risk; and
|
|
|
|
•
|
|
a strong management team, with over 100 years of collective industry experience.
|
•
|
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 three 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
|
|
17,600
|
|
|
April 2020
|
Vienna, Austria
|
|
2,100
|
|
|
September 2016
|
|
2016
|
|
2015
|
||||||||||||
Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
$
|
11.77
|
|
|
$
|
10.28
|
|
|
$
|
12.04
|
|
|
$
|
11.20
|
|
Second
|
$
|
18.91
|
|
|
$
|
11.45
|
|
|
$
|
11.15
|
|
|
$
|
9.44
|
|
Third
|
$
|
21.73
|
|
|
$
|
15.79
|
|
|
$
|
10.74
|
|
|
$
|
9.61
|
|
Fourth
|
$
|
21.99
|
|
|
$
|
14.14
|
|
|
$
|
10.96
|
|
|
$
|
10.08
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
(1)
|
|
Consists of stock options granted by A-Mark to replace outstanding SGI stock optionsin 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.
|
|
|
|
|
|
(2)
|
|
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.
|
|
•
|
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 five performance metrics: (i) ounces of gold sold, (ii) ounces of silver sold, (iii) trading ticket volume, (iv) inventory turnover ratio and (v) number of secured loans at period-end.
|
•
|
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 as of
June 30, 2016
. 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.
|
Years Ended June 30,
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
6,784,039
|
|
|
100.000
|
%
|
|
$
|
6,070,234
|
|
|
100.000
|
%
|
|
$
|
713,805
|
|
|
11.8
|
%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gold ounces sold
|
2,968,000
|
|
|
|
|
2,053,000
|
|
|
|
|
915,000
|
|
|
44.6
|
%
|
|||||
Silver ounces sold
|
126,349,000
|
|
|
|
|
88,479,000
|
|
|
|
|
37,870,000
|
|
|
42.8
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
34,521
|
|
|
0.509
|
%
|
|
$
|
24,498
|
|
|
0.404
|
%
|
|
$
|
10,023
|
|
|
40.9
|
%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Trading-ticket volume
|
88,486
|
|
|
|
|
85,094
|
|
|
|
|
3,392
|
|
|
4.0
|
%
|
|||||
Inventory turnover ratio
|
30.9
|
|
|
|
|
32.9
|
|
|
|
|
(2.0
|
)
|
|
(6.1
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(22,233
|
)
|
|
(0.328
|
)%
|
|
$
|
(17,131
|
)
|
|
(0.282
|
)%
|
|
$
|
5,102
|
|
|
29.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
8,795
|
|
|
0.130
|
%
|
|
$
|
6,073
|
|
|
0.100
|
%
|
|
$
|
2,722
|
|
|
44.8
|
%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at quarter-end
|
1,173
|
|
|
|
|
346
|
|
|
|
|
827
|
|
|
239.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(6,319
|
)
|
|
(0.093
|
)%
|
|
$
|
(4,311
|
)
|
|
(0.071
|
)%
|
|
$
|
2,008
|
|
|
46.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Provision for income taxes
|
$
|
(6,293
|
)
|
|
(0.093
|
)%
|
|
$
|
(2,097
|
)
|
|
(0.035
|
)%
|
|
$
|
4,196
|
|
|
200.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2016
Compared to
June 30, 2015
|
|
||||||
Lines of credit
|
|
$
|
212,000
|
|
|
$
|
147,000
|
|
|
$
|
65,000
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2016
Compared to June 30, 2015 |
|
||||||
Liability on borrowed metals
|
|
$
|
4,352
|
|
|
$
|
9,500
|
|
|
$
|
(5,148
|
)
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2016
Compared to June 30, 2015 |
|
||||||
Product financing agreement
|
|
$
|
59,358
|
|
|
$
|
39,425
|
|
|
$
|
19,933
|
|
|
in thousands
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2016
Compared to June 30, 2015 |
||||||
Secured loans
|
|
$
|
70,504
|
|
|
$
|
49,316
|
|
|
$
|
21,188
|
|
in thousands
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
June 30, 2016
Compared to June 30, 2015 |
||||||
Dividends, declared
|
|
$
|
1,675
|
|
|
$
|
698
|
|
|
$
|
977
|
|
in thousands
|
|
|
|
|
|
|||||||
Years Ended
|
|
June 30,
2016 |
|
June 30,
2015 |
|
June 30, 2016
Compared to
June 30, 2015
|
|
|||||
Net cash used in operating activities
|
|
$
|
(56,156
|
)
|
|
$
|
(4,691
|
)
|
|
(51,465
|
)
|
|
Net cash used in investing activities
|
|
$
|
(30,219
|
)
|
|
$
|
(13,392
|
)
|
|
(16,827
|
)
|
|
Net cash provided by financing activities
|
|
$
|
82,590
|
|
|
$
|
25,817
|
|
|
56,773
|
|
|
|
|
June 30, 2016
|
|
June 30, 2015
|
||||
Inventory
|
|
$
|
245,057
|
|
|
$
|
191,501
|
|
Less unhedgable inventory:
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or market
|
|
(16
|
)
|
|
(1,518
|
)
|
||
Premium on metals position
|
|
(4,627
|
)
|
|
(3,255
|
)
|
||
Inventory value not hedged
|
|
(4,643
|
)
|
|
(4,773
|
)
|
||
|
|
|
|
|
||||
Subtotal
|
|
240,414
|
|
|
186,728
|
|
||
Commitments at market:
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
550,810
|
|
|
444,023
|
|
||
Open inventory sales commitments
|
|
(237,325
|
)
|
|
(249,081
|
)
|
||
Margin sale commitments
|
|
(12,439
|
)
|
|
(12,430
|
)
|
||
In-transit inventory no longer subject to market risk
|
|
(7,363
|
)
|
|
(13,807
|
)
|
||
Unhedgable premiums on open commitment positions
|
|
400
|
|
|
528
|
|
||
Inventory borrowed from suppliers
|
|
(4,352
|
)
|
|
(9,500
|
)
|
||
Product financing arrangements
|
|
(59,358
|
)
|
|
(39,425
|
)
|
||
Advances on industrial metals
|
|
4,521
|
|
|
3,340
|
|
||
Inventory subject to price risk
|
|
475,308
|
|
|
310,376
|
|
||
|
|
|
|
|
||||
Inventory subject to derivative financial instruments:
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
188,530
|
|
|
202,323
|
|
||
Precious metals futures contracts at market values
|
|
286,449
|
|
|
107,993
|
|
||
Total market value of derivative financial instruments
|
|
474,979
|
|
|
310,316
|
|
||
|
|
|
|
|
||||
Net inventory subject to commodity price risk
|
|
$
|
329
|
|
|
$
|
60
|
|
in thousands
|
|
June 30, 2016
|
|
June 30, 2015
|
||||
Purchase commitments
|
|
$
|
550,810
|
|
|
$
|
444,023
|
|
Sales commitments
|
|
$
|
(237,325
|
)
|
|
$
|
(249,081
|
)
|
Margin sale commitments
|
|
$
|
(12,439
|
)
|
|
$
|
(12,430
|
)
|
Open forward contracts
|
|
$
|
188,530
|
|
|
$
|
202,323
|
|
Open futures contracts
|
|
$
|
286,449
|
|
|
$
|
107,993
|
|
Foreign exchange forward contracts
|
|
$
|
1,992
|
|
|
$
|
6,242
|
|
Index to the Consolidated Financial Statements
|
|
|
Page
|
|
|
|
June 30,
2016 |
|
June 30,
2015 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
17,142
|
|
|
$
|
20,927
|
|
Receivables, net
|
43,302
|
|
|
30,025
|
|
||
Derivative assets
|
33,732
|
|
|
11,364
|
|
||
Secured loans receivable
|
70,004
|
|
|
48,666
|
|
||
|
|
|
|
||||
Inventories:
|
|
|
|
||||
Inventories
|
185,699
|
|
|
152,076
|
|
||
Restricted inventories
|
59,358
|
|
|
39,425
|
|
||
|
245,057
|
|
|
191,501
|
|
||
|
|
|
|
||||
Income taxes receivable
|
7,318
|
|
|
7,846
|
|
||
Income taxes receivable from Former Parent
|
203
|
|
|
1,095
|
|
||
Prepaid expenses and other assets
|
1,503
|
|
|
1,202
|
|
||
Total current assets
|
418,261
|
|
|
312,626
|
|
||
|
|
|
|
||||
Property and equipment, net
|
3,482
|
|
|
2,850
|
|
||
Goodwill
|
4,620
|
|
|
4,884
|
|
||
Intangibles, net
|
1,987
|
|
|
2,369
|
|
||
Long-term secured loans receivable
|
500
|
|
|
650
|
|
||
Long-term investments
|
7,873
|
|
|
2,500
|
|
||
Deferred tax assets - non-current
|
424
|
|
|
783
|
|
||
Total assets
|
$
|
437,147
|
|
|
$
|
326,662
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Lines of credit
|
$
|
212,000
|
|
|
$
|
147,000
|
|
Liability on borrowed metals
|
4,352
|
|
|
9,500
|
|
||
Product financing arrangement
|
59,358
|
|
|
39,425
|
|
||
Accounts payable
|
46,769
|
|
|
50,639
|
|
||
Derivative liabilities
|
36,454
|
|
|
17,897
|
|
||
Accrued liabilities
|
7,660
|
|
|
5,330
|
|
||
Total current liabilities
|
366,593
|
|
|
269,791
|
|
||
Deferred tax liabilities - non-current
|
7,245
|
|
|
909
|
|
||
Total liabilities
|
373,838
|
|
|
270,700
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of June 30, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common Stock, par value $0.01; 40,000,000 shares authorized; 7,021,450 and 6,973,549
shares issued and outstanding as of June 30, 2016 and 2015, respectively |
71
|
|
|
70
|
|
||
Additional paid-in capital
|
22,220
|
|
|
22,470
|
|
||
Retained earnings
|
41,018
|
|
|
33,422
|
|
||
Total stockholders’ equity
|
63,309
|
|
|
55,962
|
|
||
Total liabilities and stockholders’ equity
|
$
|
437,147
|
|
|
$
|
326,662
|
|
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Revenues
|
|
$
|
6,784,039
|
|
|
$
|
6,070,234
|
|
|
Cost of sales
|
|
6,749,518
|
|
|
6,045,736
|
|
|
||
Gross profit
|
|
34,521
|
|
|
24,498
|
|
|
||
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
(22,233
|
)
|
|
(17,131
|
)
|
|
||
Interest income
|
|
8,795
|
|
|
6,073
|
|
|
||
Interest expense
|
|
(6,319
|
)
|
|
(4,311
|
)
|
|
||
Other income
|
|
701
|
|
|
—
|
|
|
||
Unrealized gains on foreign exchange
|
|
99
|
|
|
19
|
|
|
||
Net income before provision for income taxes
|
|
15,564
|
|
|
9,148
|
|
|
||
Provision for income taxes
|
|
(6,293
|
)
|
|
(2,097
|
)
|
|
||
Net income
|
|
$
|
9,271
|
|
|
$
|
7,051
|
|
|
|
|
|
|
|
|
||||
Basic and diluted income per share:
|
|
|
|
|
|
||||
Basic - net income
|
|
$
|
1.33
|
|
|
$
|
1.01
|
|
|
Diluted - net income
|
|
$
|
1.30
|
|
|
$
|
1.00
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||
Basic
|
|
6,981,900
|
|
|
6,962,800
|
|
|
||
Diluted
|
|
7,120,300
|
|
|
7,062,600
|
|
|
|
|
Common Stock
(Shares)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Total Stockholders’ Equity
|
|
|||||||||
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
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,271
|
|
|
9,271
|
|
|
||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|
||||
Release of restricted stock units
|
|
86,298
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
||||
Repurchase and retirement of restricted stock units for payroll taxes
|
|
(38,397
|
)
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|
(669
|
)
|
|
||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,675
|
)
|
|
(1,675
|
)
|
|
||||
Balance, June 30, 2016
|
|
7,021,450
|
|
|
$
|
71
|
|
|
$
|
22,220
|
|
|
$
|
41,018
|
|
|
$
|
63,309
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net income
|
|
$
|
9,271
|
|
|
$
|
7,051
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,216
|
|
|
895
|
|
|
||
Amortization of loan cost
|
|
204
|
|
|
—
|
|
|
||
Deferred income taxes
|
|
6,695
|
|
|
(1,363
|
)
|
|
||
Interest added to principal of secured loans
|
|
(83
|
)
|
|
(212
|
)
|
|
||
Provision for doubtful accounts
|
|
—
|
|
|
—
|
|
|
||
Share-based compensation
|
|
419
|
|
|
253
|
|
|
||
Earnings from equity method investment
|
|
(701
|
)
|
|
—
|
|
|
||
Loss on sale of property and equipment
|
|
—
|
|
|
41
|
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||||
Receivables
|
|
(13,277
|
)
|
|
9,354
|
|
|
||
Secured loans
|
|
4,345
|
|
|
(737
|
)
|
|
||
Secured loans to Former Parent
|
|
(1,369
|
)
|
|
2,562
|
|
|
||
Derivative assets
|
|
(22,368
|
)
|
|
10,820
|
|
|
||
Income tax receivable
|
|
528
|
|
|
(7,846
|
)
|
|
||
Inventories
|
|
(53,556
|
)
|
|
(15,947
|
)
|
|
||
Prepaid expenses and other current assets
|
|
(505
|
)
|
|
(589
|
)
|
|
||
Accounts payable
|
|
(3,870
|
)
|
|
5,995
|
|
|
||
Derivative liabilities
|
|
18,557
|
|
|
(14,885
|
)
|
|
||
Liabilities on borrowed metals
|
|
(5,148
|
)
|
|
791
|
|
|
||
Accrued liabilities
|
|
2,594
|
|
|
(740
|
)
|
|
||
Receivable from/payables to Former Parent
|
|
892
|
|
|
2,044
|
|
|
||
Income taxes payable
|
|
—
|
|
|
(2,178
|
)
|
|
||
Net cash used in operating activities
|
|
(56,156
|
)
|
|
(4,691
|
)
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||||
Capital expenditures for property and equipment
|
|
(1,466
|
)
|
|
(1,784
|
)
|
|
||
Proceeds from the sale of property and equipment
|
|
—
|
|
|
60
|
|
|
||
Purchase of long-term investments
|
|
(4,672
|
)
|
|
(2,000
|
)
|
|
||
Secured loans, net
|
|
(24,081
|
)
|
|
(9,668
|
)
|
|
||
Net cash used in investing activities
|
|
(30,219
|
)
|
|
(13,392
|
)
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||||
Product financing arrangement, net
|
|
19,933
|
|
|
14,815
|
|
|
||
Dividends paid
|
|
(1,675
|
)
|
|
(698
|
)
|
|
||
Borrowings (repayments) under lines of credit, net
|
|
65,000
|
|
|
11,800
|
|
|
||
Release of common stock
|
|
1
|
|
|
—
|
|
|
||
Repurchase and retirement of restricted stock for payroll taxes
|
|
(669
|
)
|
|
(100
|
)
|
|
||
Net cash provided by financing activities
|
|
82,590
|
|
|
25,817
|
|
|
||
Net (decrease) increase in cash and cash equivalents
|
|
(3,785
|
)
|
|
7,734
|
|
|
||
Cash and cash equivalents, beginning of period
|
|
20,927
|
|
|
13,193
|
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
17,142
|
|
|
$
|
20,927
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||
Interest expense
|
|
$
|
6,143
|
|
|
$
|
4,141
|
|
|
Income taxes
|
|
$
|
149
|
|
|
$
|
12,883
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||
Interest added to principal of secured loans
|
|
$
|
83
|
|
|
$
|
212
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||||
|
|
Carrying Amount
|
|
Fair value
|
|
Carrying Amount
|
|
Fair value
|
||||||||
|
|
|
|
|
||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
17,142
|
|
|
$
|
17,142
|
|
|
$
|
20,927
|
|
|
$
|
20,927
|
|
Receivables, net
|
|
43,302
|
|
|
43,302
|
|
|
30,025
|
|
|
30,025
|
|
||||
Secured loans
|
|
70,504
|
|
|
70,504
|
|
|
49,316
|
|
|
49,316
|
|
||||
Derivative assets - open sale and purchase commitments, net
|
|
32,347
|
|
|
32,347
|
|
|
1,722
|
|
|
1,722
|
|
||||
Derivative assets - futures contracts
|
|
—
|
|
|
—
|
|
|
5,363
|
|
|
5,363
|
|
||||
Derivative assets - forward contracts
|
|
1,385
|
|
|
1,385
|
|
|
4,279
|
|
|
4,279
|
|
||||
Income tax receivables
|
|
7,318
|
|
|
7,318
|
|
|
7,846
|
|
|
7,846
|
|
||||
Income taxes receivable from Former Parent
|
|
203
|
|
|
203
|
|
|
1,095
|
|
|
1,095
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Lines of credit
|
|
$
|
212,000
|
|
|
$
|
212,000
|
|
|
$
|
147,000
|
|
|
$
|
147,000
|
|
Liability on borrowed metals
|
|
4,352
|
|
|
4,352
|
|
|
9,500
|
|
|
9,500
|
|
||||
Product financing arrangement
|
|
59,358
|
|
|
59,358
|
|
|
39,425
|
|
|
39,425
|
|
||||
Derivative liabilities - liability on margin accounts
|
|
8,182
|
|
|
8,182
|
|
|
6,908
|
|
|
6,908
|
|
||||
Derivative liabilities - open sale and purchase commitments, net
|
|
1,919
|
|
|
1,919
|
|
|
10,989
|
|
|
10,989
|
|
||||
Derivative liabilities - futures contracts
|
|
13,914
|
|
|
13,914
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities - forward contracts
|
|
12,439
|
|
|
12,439
|
|
|
—
|
|
|
—
|
|
||||
Accounts payable, advances and other payables
|
|
46,769
|
|
|
46,769
|
|
|
50,639
|
|
|
50,639
|
|
||||
Accrued liabilities
|
|
7,660
|
|
|
7,660
|
|
|
5,330
|
|
|
5,330
|
|
•
|
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, 2016
|
||||||||||||||
|
|
Quoted Price in
|
|
|
|
|
|
|
||||||||
|
|
Active Markets
|
|
Significant Other
|
|
Significant
|
|
|
||||||||
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
|
|
||||||||
|
|
Instruments
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
in thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Inventory
(1)
|
|
$
|
245,041
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
245,041
|
|
Derivative assets — open sale and purchase commitments, net
|
|
32,347
|
|
|
—
|
|
|
—
|
|
|
32,347
|
|
||||
Derivative assets — forward contracts
|
|
1,385
|
|
|
—
|
|
|
—
|
|
|
1,385
|
|
||||
Total assets, valued at fair value
|
|
$
|
278,773
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
278,773
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
4,352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,352
|
|
Product financing arrangement
|
|
59,358
|
|
|
—
|
|
|
—
|
|
|
59,358
|
|
||||
Derivative liabilities — liability on margin accounts
|
|
8,182
|
|
|
—
|
|
|
—
|
|
|
8,182
|
|
||||
Derivative liabilities — open sales and purchase commitments, net
|
|
1,919
|
|
|
—
|
|
|
—
|
|
|
1,919
|
|
||||
Derivative liabilities — future contracts
|
|
13,914
|
|
|
—
|
|
|
—
|
|
|
13,914
|
|
||||
Derivative liabilities — forward contracts
|
|
12,439
|
|
|
—
|
|
|
—
|
|
|
12,439
|
|
||||
Total liabilities, valued at fair value
|
|
$
|
100,164
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,164
|
|
|
|
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
|
||||||||
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
|
|
||||
Derivative liabilities — liability on margin accounts
|
|
6,908
|
|
|
—
|
|
|
—
|
|
|
6,908
|
|
||||
Derivative liabilities — open sale and purchase commitments, net
|
|
10,989
|
|
|
—
|
|
|
—
|
|
|
10,989
|
|
||||
Total liabilities, valued at fair value
|
|
$
|
66,822
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66,822
|
|
4
.
|
RECEIVABLES
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
|
|
|
|
|
|
||||
Customer trade receivables
|
|
$
|
4,001
|
|
|
$
|
11,835
|
|
|
Wholesale trade advances
|
|
11,860
|
|
|
12,164
|
|
|
||
Due from brokers
|
|
27,471
|
|
|
6,056
|
|
|
||
Subtotal
|
|
43,332
|
|
|
30,055
|
|
|
||
Less: allowance for doubtful accounts
|
|
(30
|
)
|
|
(30
|
)
|
|
||
Receivables, net
|
|
$
|
43,302
|
|
|
$
|
30,025
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||||
Period ended:
|
|
Beginning Balance
|
|
Provision
|
|
Charge-off
|
|
Ending Balance
|
|
||||||||
Year Ended June 30, 2016
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
Year Ended June 30, 2015
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
5.
|
SECURED LOANS RECEIVABLE
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
|
|
|
|
|
|
||||
Secured loans originated
|
|
$
|
36,280
|
|
|
$
|
36,778
|
|
|
Secured loans originated - with a related party
|
|
1,370
|
|
|
—
|
|
|
||
|
|
37,650
|
|
|
36,778
|
|
|
||
Secured loans acquired
|
|
32,854
|
|
(1)
|
12,538
|
|
(2)
|
||
Secured loans (current and long-term)
|
|
$
|
70,504
|
|
|
$
|
49,316
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||||||||
Bullion
|
|
$
|
35,168
|
|
|
49.9
|
%
|
|
$
|
16,250
|
|
|
33.0
|
%
|
|
Numismatic and semi numismatic
|
|
34,636
|
|
|
49.1
|
|
|
32,216
|
|
|
65.3
|
|
|
||
Subtotal
|
|
69,804
|
|
|
99.0
|
|
|
48,466
|
|
|
98.3
|
|
|
||
Other pledged assets
(1)
|
|
700
|
|
|
1.0
|
|
|
850
|
|
|
1.7
|
|
|
||
Total secured loans
|
|
$
|
70,504
|
|
|
100.0
|
%
|
|
$
|
49,316
|
|
|
100.0
|
%
|
|
_________________________________
|
||||
(1
|
)
|
|
Includes secured loans that are collateralized by borrower's assets, which are not exclusively precious metal products.
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||
Loan-to-value of 75% or more
(1)
|
|
$
|
10,231
|
|
|
14.7
|
%
|
|
$
|
17,153
|
|
|
35.4
|
%
|
Loan-to-value of less than 75%
(1)
|
|
59,573
|
|
|
85.3
|
|
|
31,313
|
|
|
64.6
|
|
||
Secured loans collateralized by precious metal products
(1)
|
|
$
|
69,804
|
|
|
100.0
|
%
|
|
$
|
48,466
|
|
|
100.0
|
%
|
_________________________________
|
||||
(1
|
)
|
|
Excludes secured loans that are collateralized by borrower's assets, which are not exclusively precious metal products.
|
|
6
.
|
INVENTORIES
|
in thousands
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
||||
Inventory held for sale
|
|
$
|
81,006
|
|
|
$
|
86,353
|
|
Repurchase arrangements with customers
|
|
92,283
|
|
|
49,117
|
|
||
Consignment arrangements with customers
|
|
8,042
|
|
|
5,588
|
|
||
Commemorative coins, held at lower of cost or market
|
|
16
|
|
|
1,518
|
|
||
Borrowed precious metals from suppliers
|
|
4,352
|
|
|
9,500
|
|
||
Product financing arrangement, restricted
|
|
59,358
|
|
|
39,425
|
|
||
|
|
$
|
245,057
|
|
|
$
|
191,501
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Office furniture, fixtures and equipment
|
|
$
|
1,107
|
|
|
$
|
616
|
|
|
Computer equipment
|
|
407
|
|
|
368
|
|
|
||
Computer software
|
|
2,386
|
|
|
2,376
|
|
|
||
Leasehold improvements
|
|
1,661
|
|
|
1,700
|
|
|
||
Total depreciable assets
|
|
5,561
|
|
|
5,060
|
|
|
||
Less: accumulated depreciation
|
|
(3,043
|
)
|
|
(2,210
|
)
|
|
||
Property and equipment not placed in service
|
|
964
|
|
|
—
|
|
|
||
Property and equipment, net
|
|
$
|
3,482
|
|
|
$
|
2,850
|
|
|
dollar amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||||||||||||
|
Estimated Useful Lives (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Book Value
|
||||||||||||
Existing customer relationships
|
5 - 15
|
|
5,747
|
|
|
(4,214
|
)
|
|
1,533
|
|
|
5,747
|
|
|
(3,832
|
)
|
|
1,915
|
|
||||||
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
|
|
|
(6,409
|
)
|
|
1,533
|
|
|
7,942
|
|
|
(6,027
|
)
|
|
1,915
|
|
||||||
Trade-name
|
Indefinite
|
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
454
|
|
|
$
|
454
|
|
|
$
|
—
|
|
|
$
|
454
|
|
|
|
|
$
|
8,396
|
|
|
$
|
(6,409
|
)
|
|
$
|
1,987
|
|
|
$
|
8,396
|
|
|
$
|
(6,027
|
)
|
|
$
|
2,369
|
|
Fiscal year ending June 30,
|
|
Amount
|
||
2017
|
|
$
|
385
|
|
2018
|
|
385
|
|
|
2019
|
|
385
|
|
|
2020
|
|
378
|
|
|
2021
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
1,533
|
|
9
.
|
LONG-TERM INVESTMENTS
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Equity method investment
|
|
$
|
7,373
|
|
|
$
|
2,000
|
|
|
Cost method investment
|
|
500
|
|
|
500
|
|
|
||
|
|
$
|
7,873
|
|
|
$
|
2,500
|
|
|
10
.
|
ACCOUNTS PAYABLE
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Trade payable to customers
|
|
$
|
603
|
|
|
$
|
128
|
|
|
Advances from customers
|
|
36,369
|
|
|
38,039
|
|
|
||
Liability on deferred revenue
|
|
6,546
|
|
|
11,039
|
|
|
||
Due to brokers
|
|
1,250
|
|
|
—
|
|
|
||
Other accounts payable
|
|
2,001
|
|
|
1,433
|
|
|
||
|
|
$
|
46,769
|
|
|
$
|
50,639
|
|
|
11
.
|
DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS
|
|
|
June 30, 2016
|
|
June 30, 2015
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
in thousands
|
|
Gross Derivative
|
|
Amounts Netted
|
|
Cash Collateral Pledge
|
|
Net Derivative
|
|
Gross Derivative
|
|
Amounts Netted
|
|
Cash Collateral Pledge
|
|
Net Derivative
|
||||||||||||||||
Nettable derivative assets:
|
||||||||||||||||||||||||||||||||
Open sale and purchase commitments
|
|
$
|
37,378
|
|
|
$
|
(5,031
|
)
|
|
$
|
—
|
|
|
$
|
32,347
|
|
|
$
|
2,815
|
|
|
$
|
(1,093
|
)
|
|
$
|
—
|
|
|
$
|
1,722
|
|
Future contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,159
|
|
|
(5,796
|
)
|
|
—
|
|
|
5,363
|
|
||||||||
Forward contracts
|
|
1,385
|
|
|
—
|
|
|
—
|
|
|
1,385
|
|
|
4,279
|
|
|
—
|
|
|
—
|
|
|
4,279
|
|
||||||||
|
|
$
|
38,763
|
|
|
$
|
(5,031
|
)
|
|
$
|
—
|
|
|
$
|
33,732
|
|
|
$
|
18,253
|
|
|
$
|
(6,889
|
)
|
|
$
|
—
|
|
|
$
|
11,364
|
|
Nettable derivative liabilities:
|
||||||||||||||||||||||||||||||||
Open sale and purchase commitments
|
|
$
|
2,938
|
|
|
$
|
(1,019
|
)
|
|
$
|
—
|
|
|
$
|
1,919
|
|
|
$
|
11,723
|
|
|
$
|
(734
|
)
|
|
$
|
—
|
|
|
$
|
10,989
|
|
Margin accounts
|
|
12,439
|
|
|
—
|
|
|
(4,257
|
)
|
|
8,182
|
|
|
12,430
|
|
|
—
|
|
|
(5,522
|
)
|
|
6,908
|
|
||||||||
Future contracts
|
|
13,914
|
|
|
—
|
|
|
|
|
13,914
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||||
Forward contracts
|
|
14,579
|
|
|
(2,140
|
)
|
|
—
|
|
|
12,439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
43,870
|
|
|
$
|
(3,159
|
)
|
|
$
|
(4,257
|
)
|
|
$
|
36,454
|
|
|
$
|
24,153
|
|
|
$
|
(734
|
)
|
|
$
|
(5,522
|
)
|
|
$
|
17,897
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Gain (loss) on derivative instruments:
|
|
||||||||
Unrealized losses on open future commodity and forward contracts and open sale and purchase commitments, net
|
|
$
|
(7,205
|
)
|
|
$
|
(1,980
|
)
|
|
Realized gains (losses) on future commodity contracts, net
|
|
1,344
|
|
|
(50,772
|
)
|
|
||
Total
|
|
$
|
(5,861
|
)
|
|
$
|
(52,752
|
)
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Inventory
|
|
$
|
245,057
|
|
|
$
|
191,501
|
|
|
Less unhedgable inventory:
|
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or market
|
|
(16
|
)
|
|
(1,518
|
)
|
|
||
Premium on metals position
|
|
(4,627
|
)
|
|
(3,255
|
)
|
|
||
Inventory value not hedged
|
|
(4,643
|
)
|
|
(4,773
|
)
|
|
||
|
|
|
|
|
|
||||
Subtotal
|
|
240,414
|
|
|
186,728
|
|
|
||
Commitments at market:
|
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
550,810
|
|
|
444,023
|
|
|
||
Open inventory sales commitments
|
|
(237,325
|
)
|
|
(249,081
|
)
|
|
||
Margin sale commitments
|
|
(12,439
|
)
|
|
(12,430
|
)
|
|
||
In-transit inventory no longer subject to market risk
|
|
(7,363
|
)
|
|
(13,807
|
)
|
|
||
Unhedgable premiums on open commitment positions
|
|
400
|
|
|
528
|
|
|
||
Inventory borrowed from suppliers
|
|
(4,352
|
)
|
|
(9,500
|
)
|
|
||
Product financing arrangements
|
|
(59,358
|
)
|
|
(39,425
|
)
|
|
||
Advances on industrial metals
|
|
4,521
|
|
|
3,340
|
|
|
||
Inventory subject to price risk
|
|
475,308
|
|
|
310,376
|
|
|
||
|
|
|
|
|
|
||||
Inventory subject to derivative financial instruments:
|
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
188,530
|
|
|
202,323
|
|
|
||
Precious metals futures contracts at market values
|
|
286,449
|
|
|
107,993
|
|
|
||
Total market value of derivative financial instruments
|
|
474,979
|
|
|
310,316
|
|
|
||
|
|
|
|
|
|
||||
Net inventory subject to commodity price risk
|
|
$
|
329
|
|
|
$
|
60
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Purchase commitments
|
|
$
|
550,810
|
|
|
$
|
444,023
|
|
|
Sales commitments
|
|
(237,325
|
)
|
|
(249,081
|
)
|
|
||
Margin sales commitments
|
|
(12,439
|
)
|
|
(12,430
|
)
|
|
||
Open forward contracts
|
|
188,530
|
|
|
202,323
|
|
|
||
Open futures contracts
|
|
286,449
|
|
|
107,993
|
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Current:
|
|
|
|
|
|
||||
Federal
|
|
(668
|
)
|
|
3,498
|
|
|
||
State and local
|
|
100
|
|
|
(464
|
)
|
|
||
Foreign
|
|
52
|
|
|
49
|
|
|
||
|
|
(515
|
)
|
|
3,083
|
|
|
||
Deferred:
|
|
|
|
|
|
||||
Federal
|
|
6,325
|
|
|
(182
|
)
|
|
||
State and local
|
|
483
|
|
|
(804
|
)
|
|
||
|
|
6,808
|
|
|
(986
|
)
|
|
||
|
|
|
|
|
|
||||
Provision for income taxes
|
|
$
|
6,293
|
|
|
$
|
2,097
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Federal income tax
|
|
$
|
5,447
|
|
|
$
|
3,202
|
|
|
State tax, net of federal benefit
|
|
437
|
|
|
193
|
|
|
||
162(m) limitation
|
|
—
|
|
|
53
|
|
|
||
Uncertain tax positions
|
|
79
|
|
|
(352
|
)
|
|
||
Reallocation of deferred state net operating loss from Former Parent related to tax settlement
|
|
—
|
|
|
(564
|
)
|
|
||
Change in valuation allowance
|
|
(70
|
)
|
|
(215
|
)
|
|
||
Other
|
|
400
|
|
|
(220
|
)
|
|
||
Total provision for income taxes
|
|
$
|
6,293
|
|
|
$
|
2,097
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
||||
June 30,
|
|
2016
|
|
2015
|
||||
Accrued compensation
|
|
$
|
110
|
|
|
$
|
102
|
|
Deferred rent
|
|
194
|
|
|
30
|
|
||
Unrealized loss on futures and forward contracts
|
|
5,179
|
|
|
—
|
|
||
Unrealized loss on open purchase and sale commitments
|
|
—
|
|
|
1,894
|
|
||
Stock-based compensation
|
|
206
|
|
|
159
|
|
||
State tax accrual
|
|
2
|
|
|
23
|
|
||
Net operating loss carry forwards
|
|
929
|
|
|
982
|
|
||
Other
|
|
215
|
|
|
132
|
|
||
Deferred tax assets
|
|
6,835
|
|
|
3,322
|
|
||
Less: valuation allowances
|
|
(44
|
)
|
|
(114
|
)
|
||
Deferred tax assets after valuation allowances
|
|
6,791
|
|
|
3,208
|
|
||
|
|
|
|
|
||||
Intangible assets
|
|
(1,221
|
)
|
|
(1,059
|
)
|
||
Unrealized gain on open purchase and sale commitments
|
|
(7,228
|
)
|
|
—
|
|
||
Unrealized gain on futures and forward contracts
|
|
—
|
|
|
(2,029
|
)
|
||
Fixed assets
|
|
(87
|
)
|
|
(134
|
)
|
||
Inventories
|
|
(4,815
|
)
|
|
(110
|
)
|
||
Earnings from equity method investment
|
|
(261
|
)
|
|
—
|
|
||
Other
|
|
—
|
|
|
(2
|
)
|
||
Deferred tax liabilities
|
|
(13,612
|
)
|
|
(3,334
|
)
|
||
|
|
|
|
|
||||
Net deferred tax liability
|
|
$
|
(6,821
|
)
|
|
$
|
(126
|
)
|
|
|
|
|
|
in thousands
|
|
|
|
|
||||
June 30,
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
243
|
|
|
$
|
730
|
|
Reductions due to lapse of statute of limitations
|
|
(16
|
)
|
|
(147
|
)
|
||
Additions as a result of tax positions taken during current period
|
|
53
|
|
|
4
|
|
||
Reductions as a result of tax positions of prior years
|
|
—
|
|
|
(134
|
)
|
||
Settlements
|
|
—
|
|
|
(210
|
)
|
||
Ending balance
|
|
$
|
280
|
|
|
$
|
243
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|||||||||||||
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
||||||||
Former Parent
|
|
$
|
30,544
|
|
|
$
|
42,264
|
|
|
$
|
7,521
|
|
|
$
|
9,201
|
|
|
Equity method investee
|
|
717,309
|
|
|
6,867
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
$
|
747,853
|
|
|
$
|
49,131
|
|
|
$
|
7,521
|
|
|
$
|
9,201
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||||||||||
|
|
Receivables
|
|
Payable
|
|
Receivables
|
|
Payable
|
|
||||||||
Former Parent
|
|
$
|
1,913
|
|
|
$
|
138
|
|
|
$
|
1,097
|
|
|
$
|
10
|
|
|
Equity method investee
|
|
$
|
2,396
|
|
|
$
|
—
|
|
|
$
|
279
|
|
|
$
|
—
|
|
|
|
|
$
|
4,309
|
|
|
$
|
138
|
|
|
$
|
1,376
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Interest income from loan receivables
|
|
$
|
65
|
|
|
$
|
229
|
|
|
Interest income from finance products
|
|
2,302
|
|
|
890
|
|
|
||
|
|
$
|
2,367
|
|
|
$
|
1,119
|
|
|
|
|
|
|
|
|
14
.
|
FINANCING AGREEMENTS
|
Years ending June 30,
|
|
Amount
|
||
2017
|
|
$
|
605
|
|
2018
|
|
337
|
|
|
2019
|
|
347
|
|
|
2020
|
|
297
|
|
|
2021
|
|
—
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
1,586
|
|
16
.
|
STOCKHOLDERS’ EQUITY
|
Dividend
Declaration Date |
|
Record Date
(at close of Business)
|
|
Type of Dividend
|
|
Basis of Payment
|
|
Payment Date
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
February 6, 2015
|
|
March 12, 2015
|
|
Cash
|
|
$
|
0.05
|
|
per common share
|
|
March 20, 2015
|
|
May 1, 2015
|
|
May 14, 2015
|
|
Cash
|
|
$
|
0.05
|
|
per common share
|
|
May 25, 2015
|
|
September 11, 2015
|
|
September 24, 2015
|
|
Cash
|
|
$
|
0.05
|
|
per common share
|
|
October 5, 2015
|
|
October 30, 2015
|
|
November 13, 2015
|
|
Cash
|
|
$
|
0.05
|
|
per common share
|
|
November 25, 2015
|
|
February 2, 2016
|
|
February 15, 2016
|
|
Cash
|
|
$
|
0.07
|
|
per common share
|
|
February 29, 2016
|
|
April 29, 2016
|
|
May 13, 2016
|
|
Cash
|
|
$
|
0.07
|
|
per common share
|
|
May 27, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
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
years ended June 30, 2016 and 2015
, the Company estimated an
|
•
|
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
$0.07
per outstanding shares of common stock for the foreseeable future.The Company estimates dividend yield based upon expectations of future dividends as of the grant date.
|
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||
Average volatility
|
|
41.3
|
%
|
|
33.4
|
%
|
|
Risk-free interest rate
|
|
1.5
|
%
|
|
1.5
|
%
|
|
Weighted-average expected life in years
|
|
6.27
|
|
|
6.43
|
|
|
Dividend yield rate
|
|
0.4
|
%
|
|
0.5
|
%
|
|
|
|
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
|
|
3,000
|
|
|
$
|
10.08
|
|
|
|
|
|
||||||
Cancellations, expirations and forfeitures
|
|
(660
|
)
|
|
$
|
48.02
|
|
|
|
|
|
||||||
Outstanding at June 30, 2015
|
|
233,127
|
|
|
$
|
9.89
|
|
|
$
|
283
|
|
|
$
|
5.96
|
|
||
Granted
|
|
349,400
|
|
|
22.67
|
|
|
|
|
|
|||||||
Cancellations, expirations and forfeitures
|
|
(1,000
|
)
|
|
20.48
|
|
|
|
|
|
|||||||
Outstanding at June 30, 2016
|
|
581,527
|
|
|
17.55
|
|
|
$
|
1,466
|
|
|
$
|
6.32
|
|
|||
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable at June 30, 2016
|
|
183,184
|
|
|
10.30
|
|
|
$
|
1,078
|
|
|
$
|
5.91
|
|
|||
_________________________________
|
|||||||||||||||||
(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 based on the awards' fair value at grant date that were awarded to employees of A-Mark. As of June 30, 2016 there were no stock options outstanding that were issued to employees of SGI.
|
|
|
|
|
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
|
|
|
6.35
|
|
$
|
8.39
|
|
|
86,296
|
|
|
6.37
|
|
$
|
8.41
|
|
10.01
|
|
|
15.00
|
|
|
98,888
|
|
|
6.28
|
|
11.94
|
|
|
96,888
|
|
|
6.23
|
|
11.98
|
|
||||
15.01
|
|
|
25.00
|
|
|
248,400
|
|
|
9.68
|
|
21.54
|
|
|
—
|
|
|
0.00
|
|
—
|
|
||||
25.01
|
|
|
60.00
|
|
|
100,000
|
|
|
9.65
|
|
25.50
|
|
|
—
|
|
|
0.00
|
|
—
|
|
||||
|
|
|
|
581,527
|
|
|
8.33
|
|
17.55
|
|
|
183,184
|
|
|
6.30
|
|
10.30
|
|
|
Shares
|
|
Weighted Average Share Price at Grant Date
(1)
|
|||
Outstanding at June 30, 2014
|
106,674
|
|
|
$
|
2.72
|
|
Shares released
|
(10,806
|
)
|
|
$
|
4.31
|
|
Shares surrendered to cover employee minimum withholding taxes
(2)
|
(9,570
|
)
|
|
$
|
4.31
|
|
Outstanding at June 30, 2015
|
86,298
|
|
|
$
|
2.34
|
|
Shares released
|
(47,901
|
)
|
|
$
|
2.34
|
|
Shares surrendered to cover employee minimum withholding taxes
(3)
|
(38,397
|
)
|
|
$
|
2.34
|
|
Outstanding at June 30, 2016
|
—
|
|
|
$
|
—
|
|
_________________________________
|
|
|
|||||
(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 based on the awards' fair value at grant date that were awarded to employees of A-Mark.
|
|
||||
(2)
|
|
The value of the shared surrendered totaled
|
$
|
100,198
|
|
.
|
|
(3)
|
|
The value of the shared surrendered totaled
|
$
|
680,936
|
|
.
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
||||||
Total revenue
|
|
$
|
6,784,039
|
|
|
100.0
|
%
|
|
$
|
6,070,234
|
|
|
100.0
|
%
|
|
Customer concentrations
|
|
|
|
|
|
|
|
|
|
||||||
HSBC Bank USA
|
|
$
|
1,249,255
|
|
|
18.4
|
%
|
|
$
|
1,877,943
|
|
|
24.1
|
%
|
|
JM Bullion
|
|
717,309
|
|
|
10.6
|
|
|
281,653
|
|
|
4.6
|
|
|
||
Total
|
|
$
|
1,966,564
|
|
|
29.0
|
%
|
|
$
|
1,745,680
|
|
|
28.7
|
%
|
|
18
.
|
GEOGRAPHIC INFORMATION
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Revenue by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
6,234,833
|
|
|
$
|
5,406,201
|
|
|
Europe
|
|
212,243
|
|
|
320,167
|
|
|
||
North America, excluding United States
|
|
292,788
|
|
|
282,978
|
|
|
||
Asia Pacific
|
|
40,482
|
|
|
47,593
|
|
|
||
Africa
|
|
63
|
|
|
52
|
|
|
||
Australia
|
|
3,597
|
|
|
13,241
|
|
|
||
South America
|
|
33
|
|
|
2
|
|
|
||
Total revenue
|
|
$
|
6,784,039
|
|
|
$
|
6,070,234
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Inventories by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
224,617
|
|
|
$
|
173,939
|
|
|
Europe
|
|
5,258
|
|
|
4,374
|
|
|
||
North America, excluding United States
|
|
12,691
|
|
|
12,287
|
|
|
||
Asia
|
|
2,491
|
|
|
901
|
|
|
||
Total inventories
|
|
$
|
245,057
|
|
|
$
|
191,501
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Assets by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
413,621
|
|
|
$
|
302,806
|
|
|
Europe
|
|
8,344
|
|
|
10,668
|
|
|
||
North America, excluding United States
|
|
12,691
|
|
|
12,287
|
|
|
||
Asia
|
|
2,491
|
|
|
901
|
|
|
||
Total assets
|
|
$
|
437,147
|
|
|
$
|
326,662
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||
Long-term assets by geographic region:
|
|
|
|
|
|
||||
United States
|
|
$
|
18,824
|
|
|
$
|
13,964
|
|
|
Europe
|
|
62
|
|
|
72
|
|
|
||
Total long-term assets
|
|
$
|
18,886
|
|
|
$
|
14,036
|
|
|
19
.
|
SUBSEQUENT EVENTS
|
|
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.
|
Name
|
|
Age
|
|
Position(s)
|
Gregory N. Roberts
|
|
54
|
|
Chief Executive Officer and Director
|
Thor G. Gjerdrum
|
|
49
|
|
President
|
Cary Dickson
|
|
59
|
|
Executive Vice President and Chief Financial Officer
|
Carol Meltzer
|
|
58
|
|
Executive Vice President, General Counsel and Secretary
|
Jeffrey D. Benjamin
|
|
55
|
|
Chairman of the Board and Director
|
Joel R. Anderson
|
|
73
|
|
Director
|
Ellis Landau
|
|
72
|
|
Director
|
Beverely Lepine
|
|
64
|
|
Director
|
William Montgomery
|
|
56
|
|
Director
|
John U. Moorhead
|
|
64
|
|
Director
|
Jess M. Ravich
|
|
59
|
|
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 2016 and 2015
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
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
|
|
2016
|
|
$
|
525,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,941,283
|
|
|
$
|
1,489,122
|
|
|
$
|
27,639
|
|
|
$
|
3,983,044
|
|
Chief Executive Officer and Director
|
|
2015
|
|
$
|
525,000
|
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,776
|
|
|
$
|
944,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
David W. G. Madge
|
|
2016
|
|
$
|
430,000
|
|
|
$
|
265,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,768
|
|
|
$
|
725,768
|
|
Chief Marketing Officer (formerly President)
|
|
2015
|
|
$
|
425,000
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,503
|
|
|
$
|
1,150,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Thor Gjerdrum
|
|
2016
|
|
$
|
424,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
373,001
|
|
|
$
|
5,534
|
|
|
$
|
802,535
|
|
President (formerly Executive Vice President and Chief Operating Officer )
|
|
2015
|
|
$
|
404,000
|
|
|
$
|
17,040
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
182,960
|
|
|
$
|
2,424
|
|
|
$
|
606,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
|
|
|
|
(1)
|
|
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)
|
|
The value of the option award shown in this column is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The valuation assumptions used and the resulting fair value of stock options granted during fiscal 2016 is summarized in Note 16 to our consolidated financial statements included in this Annual Report on Form 10-K for the fiscal year ended June 30, 2016.
|
|
|
|
|
|
(3)
|
|
Awards in this column for fiscal 2016 resulted from performance-based bonus opportunities granted to the CEO and COO, which constituted non-equity incentive plan awards. The fiscal 2016 award paid to the CEO includes a portion, valued at $171,700, paid by issuance of 10,000 shares of unrestricted Company common stock. Non-equity incentive plan compensation for these NEOs are described in greater detail below in “Narrative Discussion of Executive Compensation.”
|
|
|
|
|
|
(4)
|
|
Amounts in this column, for fiscal 2016, are as follows:
•
Mr. Roberts received $9,000 as a car allowance, $5,766 as a 401(k) matching contribution and $12,873 as a cash payment in lieu of vacation time.
•
Mr. Madge received $7,200 as a 401(k) matching contribution and $23,568 as a cash payment in lieu of vacation time.
•
Mr. Gjerdrum received $5,534 as a 401(k) matching contribution.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Outstanding Equity Awards At Fiscal Year-End - Fiscal 2016
|
||||||||||||||||||||||||
|
|
Options Awards
(1)
|
|
Stock Awards
|
||||||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(1)
|
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
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
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
100,000
|
|
(2)
|
|
19.8
|
|
|
|
2/18/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
100,000
|
|
(3)
|
|
23.8
|
|
|
|
2/18/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
100,000
|
|
(3)
|
|
25.5
|
|
|
|
2/18/2026
|
|
|
|
—
|
|
|
|
—
|
|
|
David W.G. Madge
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Thor Gjerdrum
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
_________________________________
|
|||
(1)
|
|
All options in this column were fully vested and exercisable at June 30, 2016.
|
|
|
|
|
|
(2)
|
|
These options, granted February 19, 2016, vest and become exercisable as to one-third of the underlying shares on June 30 of 2017, 2018 and 2019.
|
|
|
|
|
|
(3)
|
|
These options, granted February 19, 2016, vest and become exercisable as to one-fourth of the underlying shares on June 30 of 2017, 2018, 2019 and 2020.
|
|
|
|
|
|
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 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 2016
|
||||
Gregory N. Roberts
|
|
$
|
1,489,122
|
|
||
Thor Gjerdrum
|
|
$
|
373,001
|
|
•
|
|
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 would be not less than $1,500,000.
|
|
|
|
•
|
|
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.
|
|
|
|
•
|
|
For all terminations, the compensation accrued as of the date of termination (as summarized above) would have been paid.
|
|
|
|
•
|
|
In the event of termination due to death or total disability, each executive would have received the pro rata performance bonus for the fiscal year of termination.
|
|
|
|
•
|
|
Mr. Roberts would have received 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.
|
|
|
|
•
|
The CEO is permitted to continue to serve in executive capacities at SGI, for up to 20% of his working time. The Secondment Agreement between A-Mark and SGI, under which the CEO’s services were provided to SGI in fiscal 2016 and 2015, ended on June 30, 2016. Accordingly, in fiscal 2017 and thereafter, SGI will pay compensation directly to Mr. Roberts for any services he may perform for SGI.
|
•
|
A-Mark will pay salary to the CEO in fiscal 2017, assuming he devotes 80% or more of his working time to A-Mark (but less than all of his working time due to service to SGI) at an annual rate of $520,000.
|
•
|
The CEO will have, in each fiscal year of the employment term, an annual incentive opportunity to earn an amount equal to 100% of salary by achieving target performance, and with the opportunity to earn 80% of salary at threshold performance levels and up to 150% of salary for above-target performance levels.
|
•
|
The new agreement provides for increasing salary levels (with target annual incentive at 100% of salary) for the second and third years of the employment term. In addition, the CEO’s salary level will be adjusted upward by 25% at such time as he ceases to provide services to SGI and devotes 100% of his working time to A-Mark.
|
•
|
Performance goals for the annual incentive will be based 75% on achievement of annual goals tied to the level of pre-tax profits (as defined) and 25% based on achievement of other qualitative and quantitative goals as determined by the Compensation Committee each year. The annual incentive award will permit the A-Mark compensation committee to exercise discretion in determining the final payout in certain cases, but only if a “gate-keeper” performance goal is met so that the award potentially can qualify for tax deductibility under Internal Revenue Code Section 162(m).
|
•
|
Upon the CEO signing the new employment agreement in February, 2016, we granted to him granted stock options covering 300,000 shares of A-Mark common stock. The options are non-qualified stock options with a maximum term of ten years. One-third of the stock options have an exercise price of $19.80 per share, the
|
•
|
Benefits under the new agreement are similar to those under the former employment agreement, except that A-Mark will reimburse the CEO for the cost of term life insurance based on the cost of a five-year, $1 million policy. A provision in the former employment agreement providing for a severance payment upon death is eliminated in the new employment agreement.
|
•
|
Payments and benefits upon termination of employment are similar to those provided under the old agreement, except that severance payable upon a termination by A-Mark not for Cause or termination by the CEO for Good Reason will be governed by a new (initially lower) payment formula. The new formula provides for a lump sum severance payment equal to the annualized level of salary paid from July 1, 2016 (that is, paid under the new agreement) plus the average annual incentive paid for fiscal years under the new agreement, but in any case not less than $1 million.
|
•
|
The term of the agreement extends from July 1, 2016 through June 30, 2019, with the appointment to the office of President effective at September 7, 2016.
|
•
|
First year salary will be $450,000, with annual increases of $25,000 in each of the second and third years.
|
•
|
The President will have an annual incentive opportunity to earn an amount equal to 75% of salary by achieving target performance, with the Compensation Committee permitted to pay lesser amounts for achievement of specified threshold performance levels and greater amounts, up to 125% of the target amounts, for above-target performance levels.
|
•
|
Performance goals for the annual incentive will be based 50% on achievement of annual goals tied to the level of pre-tax profits (as defined) and 50% based on achievement of other qualitative and quantitative goals as determined by the Compensation Committee each year. The annual incentive award will permit the Compensation Committee to exercise discretion in determining the final payout in certain cases, but only if a “gate-keeper” performance goal is met so that the award potentially can qualify for tax deductibility under Internal Revenue Code Section 162(m).
|
•
|
Under the new agreement, upon signing, the President was granted stock options covering 100,000 shares of A-Mark common stock. The options are non-qualified stock options with a maximum term of ten years. One-third of the stock options will be exercisable at $17.67 per share (the closing price per-share on the grant date). Two-thirds of the stock options have a premium exercise price of $20.00 per share. The options will vest 33.3% for each completed fiscal year of employment, subject to accelerated vesting in specified circumstances.
|
•
|
Benefits under the new agreement will be similar to those under Mr. Gjerdrum’s previous employment agreement.
|
•
|
Payments and benefits upon termination of employment are similar to those provided under the previous employment agreement, as described above. Severance payable upon a termination by A-Mark not for Cause or termination by the President for Good Reason will be one year of salary continuation.
|
(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
|
|
$
|
65,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
65,000
|
|
|
William Montgomery
|
|
$
|
65,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
65,000
|
|
|
John Moorhead
|
|
$
|
75,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
75,000
|
|
|
Jess M. Ravich
|
|
$
|
75,000
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
|
$
|
75,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
(1)
|
|
At June 30, 2016, 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 one-third of the option then vested and exercisable. This option was granted to Ms. Lepine in 2015, upon her joining the Board. Mr. Benjamin held an option to purchase 119,856 shares at $8.35 per share, which was vested and exercisable as to 71,913 shares and unvested and unexercisable as to 47,943 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
|
|
704,516
|
|
|
10.0
|
%
|
Jeffrey D. Benjamin
(3)
|
|
813,303
|
|
|
11.4
|
%
|
William A. Richardson
(4)
|
|
1,012,728
|
|
|
14.4
|
%
|
Gregory N. Roberts
(5)
|
|
920,810
|
|
|
13.0
|
%
|
_________________________________
|
|||
|
|
|
|
(1)
|
|
All percentages have been calculated based on 7,021,450 shares of A-Mark common stock outstanding at September 20, 2016.
|
|
|
|
|
|
(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 them. Based on such information, the group’s beneficial ownership of A-Mark common stock totaled 704,516 shares at September 20, 2016, of which Joel R. Anderson had beneficial ownership of 304,553 shares, Charles C. Anderson had beneficial ownership of 343,838 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. At September 20, 2016, his beneficial ownership of A-Mark common stock totaled 813,303 shares, including 95,885 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 23,971 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 (11.1% of the currently 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. At September 20, 2016, his beneficial ownership of A-Mark common stock totaled 920,810 shares, including 10,000 shares as to which Mr. Roberts has sole voting and dispositive power, 59,956 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 (11.1% 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). Such beneficial ownership excludes 300,000 stock options that are not currently exercisable and will not become exercisable within 60 days. 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)
|
|
704,516
|
|
|
|
10.0
|
%
|
Jeffrey D. Benjamin
(3)
|
|
813,303
|
|
|
|
11.4
|
%
|
Ellis Landau
|
|
179,025
|
|
|
|
2.5
|
%
|
Beverley Lepine
|
|
2,000
|
|
(4)
|
|
*
|
|
William Montgomery
|
|
198,662
|
|
(5)
|
|
2.8
|
%
|
John U. Moorhead
|
|
18,272
|
|
|
|
*
|
|
Jess M. Ravich
|
|
257,226
|
|
|
|
3.7
|
%
|
Gregory N. Roberts
(6)
|
|
920,810
|
|
|
|
13.0
|
%
|
Thor G. Gjerdrum
|
|
8,585
|
|
|
|
*
|
|
David W.G. Madge
|
|
—
|
|
|
|
*
|
|
All current directors and executive officers as a group (11 persons)
|
|
3,140,782
|
|
(7)
|
|
43.6
|
%
|
_________________________________
|
|||
*
|
|
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 1,000 shares issuable upon exercise of stock options that are currently exercisable or will become exercisable within 60 days.
|
|
|
|
|
|
(5)
|
|
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.
|
|
|
|
|
|
(6)
|
|
See footnote (5) to the table under the caption “Beneficial Ownership of Principal Stockholders” above.
|
|
|
|
|
|
(7)
|
|
Includes 183,184 shares issuable upon exercise of stock options that are currently exercisable or will become exercisable within 60 days.
|
|
in thousands
|
|
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|||||||||||||
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
||||||||
Former Parent
|
|
$
|
30,544
|
|
|
$
|
42,264
|
|
|
$
|
7,521
|
|
|
$
|
9,201
|
|
|
Equity method investee
|
|
717,309
|
|
|
6,867
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
$
|
747,853
|
|
|
$
|
49,131
|
|
|
$
|
7,521
|
|
|
$
|
9,201
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 30, 2016
|
|
June 30, 2015
|
|
||||||||||||
|
|
Receivables
|
|
Payable
|
|
Receivables
|
|
Payable
|
|
||||||||
Former Parent
|
|
$
|
1,913
|
|
|
$
|
138
|
|
|
$
|
1,097
|
|
|
$
|
10
|
|
|
Equity method investee
|
|
2,396
|
|
|
—
|
|
|
279
|
|
|
—
|
|
|
||||
|
|
$
|
4,309
|
|
|
$
|
138
|
|
|
$
|
1,376
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
|
||||
Interest income from loan receivables
|
|
$
|
65
|
|
|
$
|
229
|
|
|
Interest income from finance products
|
|
2,302
|
|
|
890
|
|
|
||
|
|
$
|
2,367
|
|
|
$
|
1,119
|
|
|
|
|
|
|
|
|
in thousands
|
|
Grant Thornton LLP
|
||||||
Years Ended June 30,
|
|
2016
|
|
2015
|
||||
Fee Category:
|
|
|
|
|
||||
Audit fees
(1)
|
|
$
|
560
|
|
|
$
|
515
|
|
Audit-related fees
(2)
|
|
—
|
|
|
—
|
|
||
Tax fees
(3)
|
|
—
|
|
|
—
|
|
||
All other fees
(4)
|
|
—
|
|
|
—
|
|
||
Total
|
|
$
|
560
|
|
|
$
|
515
|
|
_________________________________
|
|||
|
|
|
|
(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.
|
|
(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 fees 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
|
|
|
A-MARK PRECIOUS METALS, INC.
|
|
||
Date:
|
September 22, 2016
|
By:
|
/s/ Gregory N. Roberts
|
|
|
|
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
A-MARK PRECIOUS METALS, INC.
|
|
||
Date:
|
September 22, 2016
|
By:
|
/s/ Cary Dickson
|
|
|
|
|
|
Name:
|
Cary Dickson
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
/s/ Jeffrey D. Benjamin
|
|
Chairman of the Board
|
|
September 22, 2016
|
Jeffrey D. Benjamin
|
|
|
|
|
|
|
|
|
|
/s/ Gregory N. Roberts
|
|
Chief Executive Officer and Director
|
|
September 22, 2016
|
Gregory N. Roberts
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Cary Dickson
|
|
Chief Financial Officer
|
|
September 22, 2016
|
Cary Dickson
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Joel R. Anderson
|
|
Director
|
|
September 22, 2016
|
Joel R. Anderson
|
|
|
|
|
|
|
|
|
|
/s/ Ellis Landau
|
|
Director
|
|
September 22, 2016
|
Ellis Landau
|
|
|
|
|
|
|
|
|
|
/s/ Beverley Lepine
|
|
Director
|
|
September 22, 2016
|
Beverley Lepine
|
|
|
|
|
|
|
|
|
|
/s/ William Montgomery
|
|
Director
|
|
September 22, 2016
|
William Montgomery
|
|
|
|
|
|
|
|
|
|
/s/ John U. Moorhead
|
|
Director
|
|
September 22, 2016
|
John U. Moorhead
|
|
|
|
|
|
|
|
|
|
/s/ Jess M. Ravich
|
|
Director
|
|
September 22, 2016
|
Jess M. Ravich
|
|
|
|
|
Regulation S-K
Exhibit Table Item No. |
|
Description of Exhibit
|
|||
2
|
|
.1
|
**
|
|
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.
|
3
|
|
.1
|
**
|
|
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.
|
3
|
|
.3
|
**
|
|
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.
|
10
|
|
.1
|
**
|
|
Uncommitted Credit Agreement, dated March 31, 2016, by and among Coöperatieve Rabobank U.A., New York Branch, Coöperatieve Rabobank U.A., New York Branch, Brown Brothers Harriman & CO., BNP Paribas, Natixis, New York Branch, Bank Hapoalim B.M., and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated March 31, 2016.
|
10
|
|
.2
|
**
|
|
Security Agreement, dated March 31, 2016, between Coöperatieve Rabobank U.A., New York Branch, and A-Mark Precious Metals, Inc. Incorporated by reference to Exhibit 10.2 to the Report on Form 8-K dated March 31, 2016.
|
10
|
|
.3
|
**
|
|
Form of Promissory Note. Incorporated by reference to Exhibit 10.3 to the Report on Form 8-K dated March 31, 2016.
|
10
|
|
.4
|
**
|
|
Employment Agreement, executed February 19, 2016, between A-Mark Precious Metals, Inc. ad Gregory N. Roberts. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated February 19, 2016.
|
10
|
|
.5
|
**
|
|
Employment Agreement, executed September 7, 2016, between A-Mark Precious Metals, Inc. and Thor Gjerdrum. Incorporated by reference to Exhibit 10.1 to the Report on Form 8-K dated August 31, 2016.
|
10
|
|
.6
|
*
|
|
Lease Agreement, dated as of July 7, 2016, between The Plaza CP LLP and A-Mark Precious Metals, Inc.
|
10
|
|
.7
|
*
|
|
Limited Liability Company Agreement of AM&ST Associates, LLC, effective as of August 31, 2016, between A-Mark Precious Metals, Inc. and Silver Towne, L.P.
|
10
|
|
.8
|
*
|
|
Asset Purchase Agreement, dated as of August 31, 2016, between Silver Towne, L.P. and AM&ST Associates, LLC.
|
10
|
|
.9
|
*
|
|
First Amendment to Uncommitted Credit Agreement, dated as of June 30, 2016, among A-Mark Precious Metals, Inc., Cooperatieve Rabobank U.A.New York Branch, as Administrative Agent and the lenders named therein.
|
10
|
|
.10
|
*
|
|
Second Amendment to Uncommitted Credit Agreement, dated as of June 30, 2016, among A-Mark Precious Metals, Inc., Cooperatieve Rabobank U.A.New York Branch, as Administrative Agent and the lenders named therein.
|
10
|
|
.11
|
**
|
|
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.
|
10
|
|
.12
|
**
|
|
Tax Separation Agreement between Spectrum Group International, Inc. and A-Marl Precious Metals, Inc. Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1; Registration Statement No. 333-192260.
|
10
|
|
.13
|
**
|
|
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.
|
10
|
|
.14
|
**
|
|
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.
|
10
|
|
.15
|
**
|
|
Air Cargo Lease between MCP CARGO, LLC as Landlord, and A-M Global Logistics, LLC as tenant, dated as of November 21, 2014. Incorporated by reference to Exhibit 10.23 to the Report on Form 10-K for the year ended June 30, 2015.
|
10
|
|
.16
|
**
|
|
First Amendment to Air Cargo Lease between MCP CARGO, LLC as Landlord, and A-M Global Logistics, LLC as tenant, dated as of August 28, 2015. Incorporated by reference to Exhibit 10.24 to the Report on Form 10-K for the year ended June 30, 2015.
|
21
|
|
|
*
|
|
List of Subsidiaries of A-Mark Precious Metals, Inc.
|
31
|
|
.1
|
*
|
|
Certification Under Section 302 of the Sarbanes-Oxley Act of 2002.
|
31
|
|
.2
|
*
|
|
Certification Under Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
.1
|
*
|
|
Certification Under Section 906 of the Sarbanes-Oxley Act of 2002.
|
Regulation S-K
Exhibit Table Item No. |
|
Description of Exhibit
|
|||
32
|
|
.2
|
*
|
|
Certification Under Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
.INS
|
*
|
|
XBRL Instance Document.
|
101
|
|
.SCH
|
*
|
|
XBRL Taxonomy Extension Calculation Schema Document.
|
101
|
|
.CAL
|
*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101
|
|
.DEF
|
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101
|
|
.LAB
|
*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101
|
|
.PRE
|
*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
_________________________________
|
|
||
*
|
|
Filed herewith
|
|
**
|
|
Previously filed
|
|
(c)
|
Premises: The crosshatched space shown on Exhibit "C-2" attached hereto and to be commonly known as 2121 Rosecrans Avenue, Suite 6300, El Segundo
,
California.
|
(d)
|
Building: The Building, all other buildings and office, commercial and retail space and all roads, walks, plazas, landscaped areas, improvements, facilities and common areas associated therewith, including the Parking Facilities (as hereinafter defined) shown on Exhibit "A-1" and the land legally described on Exhibit "A-2" (the property) on which the same are situated.
|
(e)
|
Property: That portion of Continental Park (depicted in Exhibit "A-3") described in Exhibit "A-2."
|
(f)
|
Deemed Rentable Area of the Building: 456,323 square feet. Subject to Exhibit "A-1."
|
(g)
|
Deemed Rentable Area of the Premises: 8,969 square feet.
|
(h)
|
Intentionally Deleted
|
(i)
|
Term and Option To Extend: The Lease term shall be nine (9) years following the Commencement Date (the “Term”). Notwithstanding the previous sentence, if this Lease does not commence on the first (1st) day of a calendar month, the Term will always terminate on the last day of the one hundred and eighth (108th) full calendar month following the Commencement Date. Lessee shall have one (1) option to extend the Term for five (5) years, pursuant to Rider No. One attached hereto.
|
(j)
|
Commencement Date: April 1, 2017. Lessee shall have early access to the Premises, at no charge, as of March 20, 2017, for the purpose of installing furniture and equipment only, subject to (a) Lessee complying with all terms, conditions, covenants, rules and regulations of the Lease [other than payment of Rent] as of the date Lessee first occupies the Premises, including, but not limited to, the Article 14 insurance requirements and the Sections 14.1 and 35.15(e) indemnity protections, and (b) Lessee not interfering with Lessor’s construction of the Lessee Improvements.
|
(k)
|
Base Rental: Lessee shall pay base rental for the Premises (“Base Rental”) as follows:
|
(l)
|
Deposit: Lessee shall pay Lessor a security deposit (the “Deposit”) of $40,901.97 in accordance with Article 5 of the Lease.
|
(m)
|
Intentionally Deleted
|
(n)
|
Use: General Office. Subject to Article 6.
|
(o)
|
Parking Privileges: Lessee is authorized to take up to a maximum of thirty-six (36) parking permits. Lessee must take a minimum of thirty (30) non-reserved permits. Subject to Article 32.
|
(p)
|
Current Monthly Parking Permit Charges: Reserved Permits at
$135.00 / Non-Reserved Permits at $80.00 (subject to increases pursuant to Exhibit "F” attached hereto, except, however, in no event shall the parking charges increase prior to April 1, 2018).
|
(q)
|
Lessor’s Construction Allowance: $536,620.00. Lessor shall also provide Lessee with an additional sum of $1,149.90 for space planning costs. Any unused portion of the Lessor’s Construction allowance may be used by Lessee, following thirty (30) day advance written notice to Lessor, in an amount not to exceed fifty percent (50%) of the Base Rental due in a single month over the Term, and by no later than April 1, 2018, towards its monthly Basic Rent obligation. Subject to Exhibit “C.”
|
(r)
|
Normal Hours: Monday through Friday, from 7:30 a.m. to 6:30 p.m.
,
Saturday, from 9:00 a.m. to 1:00 p.m., excepting state and/or federal holidays. Lessee shall have access to the Premises twenty-four (24) hours per day, seven (7) days a week. Subject to Exhibit "D."
|
(g)
|
The referee shall have the power to award direct damages (but not indirect, punitive or consequential damages) and all other relief.
|
Re:
|
Lease Agreement (“Lease”) dated July 7, 2016, between The Plaza CP LLC, a California limited liability company, "Lessor," and A-Mark Precious Metals, Inc., a California corporation, "Lessee," concerning Suite 6300, located at 2121 Rosecrans Avenue, El Segundo, California.
|
H.
|
TENANT MODULAR FURNITURE
|
A.
|
DUPLEX WALL RECEPTACLES
|
B.
|
GFI ELECTRICAL RECEPTACLES
|
C.
|
MODULAR FURNITURE POWER CONNECTION
|
D.
|
TELEPHONE OR DATA WALL OUTLET
|
E.
|
LIGHT SWITCHES
|
F.
|
AUDIBLE FIRE ALARM DEVICE
|
G.
|
VISUAL FIRE ALARM DEVICE
|
H.
|
VOLUNTARY ALTERNATE - COMBINATION FIRE ALARM
|
I.
|
EXIT SIGN
|
J.
|
LIGHT FIXTURES
|
a.
|
a fully executed Contract Agreement with Lessor to perform the work of constructing the Lessee Improvements, and
|
b.
|
a Certificate of Insurance conforming to the requirements of the Lease. At no time shall the Contractor perform work at the project site without the insurance in force as required by the Lease.
|
a.
|
All material deliveries and debris removal shall be made as expeditiously as possible through the loading dock and service elevators, where applicable. The Building has no dedicated freight elevators. All elevators are passenger/freight elevators, which the Contractor shall be responsible for protecting during use for construction purposes.
|
b.
|
Materials may need to be delivered from exterior of Building by crane or fork lift and brought over balconies through sliding glass doors. The Contractor will be responsible for protecting existing improvements on the exterior, and responsible for repairing any damage caused by any Contractor or subcontractor activities on the exterior of the Buildings. The location and scheduling of such hoisting is to be approved in advance by Lessor's Project Manager. The loading dock area may be utilized for material deliveries with Lessor's approval.
|
c.
|
As conditions permit, the elevators will be available for use under the following conditions. Service elevators cannot be monopolized during Normal Hours. Contractor will be afforded these facilities at such times during Normal Hours as is convenient to the Lessor. If these facilities are not available to Contractor during Normal Hours, Contractor shall make arrangements with the Lessor for use outside of Normal Hours.
|
d.
|
Contractor will be afforded unloading areas as prearranged with the Lessor's Project Manager. All materials unloaded at these areas will be moved to the area of use immediately, and shall not be stored or used in a way which adversely impacts use of the Building. Contract shall relocate any stored materials or equipment which interfere with the operation of the Building or other contractors at the Building.
|
a.
|
At the start of Construction, and throughout the course of Construction, Contractor shall provide damp walk-off mats at entrances to construction areas from freight elevator and stairwells and shall protect all existing and new walls and flooring where needed, as directed by Lessor's Project Manager, including protecting carpeted areas by covering with Masonite, if Lessor deems it necessary.
|
b.
|
Contractor shall also be responsible for damage caused by Contractor or his subcontractors to any other new or existing work. Any such damages will be promptly repaired at no cost and to the satisfaction of the Lessor.
|
a.
|
Any activity that in Lessor's judgment materially interferes with existing tenants' use of the their space, because of the noise or offensive odors generated, other disruptive activities, or health hazards created such as x ray work, must be done outside of Normal Hours, or other late or week-end non-office activities in the Building.
|
b.
|
Contractor will be afforded on-site storage areas for materials and equipment, if available, in areas designated by Lessor's Project Manager. Any stored material, shed, office, etc., which interferes with orderly progress of the work, or the operation of the building, shall promptly be relocated or removed from the site as directed by Lessor. An approved flammable liquid storage locker shall be provided by the Contractor to store all flammables left on site. Paints and thinners must be brought to site as needed and not stockpiled on the floor. No linseed oil products may be used without expressed prior written permission of the Lessor. Rags used with flammable materials shall not be stored on site. Contractor is solely responsible for the safe-keeping and protection of all his stored material and that of his subcontractors.
|
a.
|
Contractor will not engage in any labor practice that may delay or otherwise impact other work at the Building.
|
b.
|
The Contractor shall in no way interfere with or endanger the normal pedestrian and vehicular traffic adjacent to the project site, nor interrupt the flow of traffic in and out of the Building. The Contractor shall provide his own traffic control personnel as required, at its expense.
|
1.
|
List of all subcontractors
must be provided with the closeout package. A sub list shall also be provided at the beginning of the job. The list shall include: Company Name, Address, Contact person, Phone #, Fax #, Email Address, Contractor's License # City Business License #, Supervisor's Name and Phone #.
|
2.
|
The Permit Application Card
with building and fire inspection sign off.
|
3.
|
City Permit Inspection Card
with signoff signatures for building and fire.
|
4.
|
Permit Set of Plans
to be submitted in good & legible condition. (Not to be used as scrap paper or a doodle pad).
|
5.
|
As Built Plans
legibly marked with any changes, stamped with the contractors identifying stamp and stamped as, AS BUILT or RECORD SET and signed by the job superintendent or the job project manager with their name clearly printed adjacent to the signature. Two sets of plans, one shall be reproducible.
|
6.
|
Fire Life Safety Permit Set
stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or Project Manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.
|
7.
|
Fire Sprinkler Permit Set
stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.
|
8.
|
Mechanical Permit Set
stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.
|
9.
|
Air Balance Report
stamped with the testing contractors identifying stamp signed by the test mechanic with their name clearly printed adjacent to the signature. Two sets.
Note
: Some buildings require "Certified Air Balance Reports." The Air Balance Report shall have an accompanying drawing referencing each VAV and diffuser.
|
10.
|
Electrical Permit Set
stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. Two sets, one (1) shall be reproducible.
|
11.
|
Electrical Panel Schedules
:
A current "as connected" Typed copy to be installed at the electrical panel and one copy of the same, included with the close out packages.
|
12.
|
Plumbing Permit Set
stamped with the installing contractors identifying stamp and stamped as, AS BUILT and signed by the installing craft supervisor or project manager with their name clearly printed adjacent to the signature. (Must show supply line shut offs & cleanouts locations, etc.) Two sets, one (1) shall be reproducible.
|
13.
|
Operating Manuals and Equipment Warranties
:
Original Copies of all equipment operating manuals and equipment warranties showing the startup dates. All warranties shall be dated as the date the General Contractors Warranty begins.
|
14.
|
Conditional Waiver and Release Upon Final Payment
original documents for every subcontractor who performed work on said job.
|
ARTICLE I FORMATION AND OTHER ORGANIZATIONAL MATTERS
|
1
|
Section 1.1.
|
Formation 1
|
Section 1.2.
|
Name 1
|
Section 1.3.
|
Term 1
|
Section 1.4.
|
Business 2
|
Section 1.5.
|
Names and Addresses of Members 2
|
Section 1.6.
|
Registered Office and Principal Place of Business 2
|
Section 1.7
|
Agreement: Effect of Inconsistnacies with the Delaware Act or the Code 3
|
ARTICLE II CERTAIN TAX AND ACCOUNTING MATTERS
|
3
|
ARTICLE III CONTRIBUTIONS BY MEMBERS
|
3
|
Section 3.1.
|
Initial Capital Contributions 3
|
Section 3.2.
|
Additional Capital Contributions 3
|
Section 3.3.
|
Company Loans 7
|
ARTICLE IV DISTRIBUTIONS TO MEMBERS
|
8
|
Section 4.1.
|
Distributions of Available Cash 8
|
Section 4.2.
|
Tax Withholding; Withholding Advances 8
|
Section 4.3
|
Distribution In Kind …………………………………………………......10
|
Section 5.1.
|
Management Committee 10
|
Section 5.2.
|
Approval Requirments 11
|
Section 5.3.
|
Major Decision Voting Requirments 11
|
Section 5.4.
|
Annual Budget 12
|
Section 5.5.
|
Resignations 13
|
Section 5.6.
|
Removal 14
|
Section 5.7.
|
Vacancies 14
|
Section 5.8.
|
Meetings of the Management Committee 14
|
Section 5.9.
|
Quorum 15
|
Section 5.10.
|
Action By Written Consent 15
|
Section 5.11.
|
Officers 15
|
Section 5.12.
|
Compensation 16
|
Section 5.13.
|
No Particpation By Members 16
|
Section 5.14
|
Financial Statements…………………………………………………….16
|
Section 5.15
|
Records, Audits and Reports ……………………………………………17
|
Section 5.16
|
Other Activities; Affiliates………………………………………………18
|
ARTICLE VI STATUS OF MEMBERS
|
18
|
Section 6.1.
|
Relationship of Members 18
|
Section 6.2.
|
Liability of Members 18
|
Section 6.3.
|
Dissolution of Member 18
|
Section 6.4.
|
Access to Records 19
|
ARTICLE VII TRANSFER OF MEMBERSHIP INTERESTS
|
19
|
Section 7.1.
|
Restrictions on Transferability 19
|
Section 7.2.
|
Permitted Transfers 19
|
Section 7.3
|
Right of First Refusal……………………………....................................20
|
ARTICLE VIII DEFAULTS/CERTAIN REMEDIES
|
21
|
Section 8.1.
|
Events of Default 21
|
Section 8.2.
|
Termination 21
|
Section 8.3.
|
No Partition 21
|
Section 8.4.
|
Litigation Without Termination 21
|
Section 8.5.
|
Attorneys’ Fees 21
|
Section 8.6.
|
Cumulative Remedies 21
|
Section 8.7.
|
No Waiver 21
|
Section 8.8.
|
Limitation Under Liability 22
|
ARTICLE IX DISSOLUTION OF COMPANY
|
22
|
Section 9.1.
|
Events Giving Rise to Dissolution 22
|
Section 9.2.
|
Procedure 22
|
ARTICLE X REPRESENTATIONS, WARRANTIES AND COVENANTS
|
23
|
Section 10.1.
|
Formation and Existence of Members; Other Matters 23
|
Section 10.2.
|
Confidentiality 24
|
Section 11.1.
|
Exculpation of Covered Persons 25
|
Section 11.2.
|
Liabilites and Duties of Covered Persons 26
|
Section 11.3
|
Indemnification …………………………………………………………26
|
ARTICLE XII MISCELLANEOUS
|
29
|
Section 12.1.
|
Notices 29
|
Section 12.2.
|
Entire Agreement 29
|
Section 12.3.
|
Amendments 29
|
Section 12.4.
|
Governing Law 29
|
Section 12.5.
|
Successors and Assigns 30
|
Section 12.6.
|
Captions 30
|
Section 12.7.
|
Severability 30
|
Section 12.8.
|
Counterparts 30
|
Section 12.9.
|
Submission to Jurisdiction 30
|
Section 12.10.
|
Waiver of Jury Trial 30
|
Section 12.11.
|
Attorneys’ Fees 31
|
Section 12.12
|
Indulgences, Not Waivers 31
|
Section 12.13
|
No Third Party Rights 31
|
Section 12.14
|
Time is of the Essence 31
|
Section 12.15
|
Creditors 31
|
Section 12.16
|
Specific Performance 31
|
Section 11.1
|
Exculpation of Covered Persons
.
|
|
Gregory N. Roberts, CEO
|
Member
|
Initial Capital Contribution
|
Percentage
Interest
|
A-Mark Precious Metals, Inc.
|
$4,221,250.00
|
55%
|
Silver Towne, L.P.
|
$3,453,750.00
|
45%
|
(1)
|
When used with reference to the Mint Business, a state of facts, event, consequence, result or change (collectively herein “effect”) that materially and adversely affects, or would reasonably be expected to affect materially and adversely, any portion of the Mint Business or the Mint Business considered as a whole or the Acquired Assets or the condition (financial or other), or operating results of the Mint Business considered as a whole or which would prevent Seller from consummating the transactions contemplated hereby or which would prevent the Buyer from assuming the operation of the Mint Business as represented by the Seller, the costs of such effect, when aggregated with all other costs of similar effect, exceeds Twenty Five Thousand Dollars ($25,000); and
|
(2)
|
When used with reference to the Buyer, a state of facts, event, consequence, result or change that materially and adversely affects, or would reasonably be expected to affect materially and adversely, the condition (financial or other) or operating results of Buyer or that would prevent Buyer from consummating the transactions contemplated hereby, the costs of such effect, when aggregated with all other costs of similar effect, exceeds Twenty Five Thousand Dollars ($25,000).
|
(1)
|
an irrevocable, perpetual, exclusive, royalty free, world-wide, assignable, license to use the trade name “Silver Towne” and any variation thereof in connection with the Mint Business, and any trademarks and service marks consisting of or incorporating the designation “Silver Towne”, including all intellectual property rights and logos related thereto, owned by Seller (the “
License Agreement
”), as set forth on Schedule 2.1(1).
|
(2)
|
all other Intellectual Property rights in Minted Products, and or related to the operation of the Silver Towne Mint, as more particularly described on Schedule 2.1(2).
|
(3)
|
all current and historical Silver Towne Mint product designs and related dies, and any other designs or dies related to the Acquired Assets.
|
(4)
|
all post office box addresses and access and the following telephone numbers exclusively used in connection with the conduct of the Mint Business, which includes: (765) 584-6468 (telephone) and (765) 584-3419 (facsimile), and Buyer’s right to retain (at Buyer’s expense following the Closing) placement in any directory or advertising associated with such telephone numbers and names of the Mint Business, and as set forth on Schedule 2.1(4).
|
(5)
|
The exclusive rights to have and to use the Mint Business Customers, who are identified on Schedule 2.1(5) hereto (the “
Mint Business Customer List
”).
|
(6)
|
all domain names and web site assets owned by Seller and used in the conduct of the Mint Business, including, without limitation, those which are listed on Schedule 2.1(6) hereto (the “
Mint Business Website Assets
”).
|
(7)
|
The Mint Business Records (as defined above), whether created by Seller or acquired from any third party, whether in electronic form or hard copy, subject to the right of Seller to retain copies of such Mint Business Records in electronic form solely for purposes of satisfying its obligations under Section 2.8(9).
|
(8)
|
all of Seller’s rights arising from and after the Closing under the Contracts relating to the conduct of the Mint Business which Buyer has agreed to assume, a list of which Contracts is set forth on Schedule 2.1(8) hereto (the “
Assumed Contracts
”).
|
(9)
|
the office furniture, fixtures, supplies, machinery, tools, spare parts and equipment, production consumables, and vehicles utilized by Seller in the Mint Business, including without limitation, those items identified in Schedule 2.1(9) hereto (including customer data, e-mail address lists), website and application content (including all graphics, text, articles, information on the Mint Business websites), all logs outgoing/incoming e-mails, website traffic and all backups and all associated documentation which is loaded on any computer or server (“
Tangible Personal Property
”).
|
(10)
|
all of Seller’s rights and remedies under warranty or otherwise, against a manufacturer, vendor, or other Person for any defects in any Acquired Asset.
|
(11)
|
all of Seller’s prepaid expenses related to the Mint Business;
|
(12)
|
all Permits used or required on the operation of the Mint Business if and to the extent that (i) such Permits are assignable under applicable law and (ii) Buyer has obtained any necessary Consents for the assignment thereof by Seller to Buyer. A list of such Permits is set forth in Schedule 2.1(12).
|
(13)
|
the causes of action, claims, suits, proceedings, or demands, of whatsoever nature, of or held by Seller against any third parties arising out of or related to the Mint Business and which concern operation of the Mint Business after the Closing, all of which are listed on Schedule 2.1(13) (the “
Assigned Claims
”).
|
(14)
|
all promotional materials, photographs and images and stationary, that have been used by Seller in the conduct of any of the Mint Business.
|
(15)
|
all goodwill associated with the Mint Business and the Acquired Assets (exclusive of any goodwill associated with any trademarks and service marks consisting of or incorporating the designation “Silver Towne”, which are the subject of the License Agreement).
|
(16)
|
Any other assets of Seller that are not identified above in this Section 2.1 that are used by Seller in the conduct of the Mint Business and which are reasonably necessary for the conduct of the Mint Business in the manner and to the extent to which Seller has conducted it prior to the Closing; provided that, in no event shall these other assets include (i) any of the assets included
|
(1)
|
all of Seller’s in process silver, finished goods and pre-paid orders
|
(2)
|
all of Seller’s accounts, notes and other receivables and any other rights to payment, that arose, or may arise between the date hereof and the Closing, out of any of the operations of any of the Mint Business, (the “
Mint Business Accounts Receivable
”).
|
(3)
|
Seller’s cash on hand or in transit, bank deposits, and all of Seller’s cash equivalents and securities or other investments.
|
(4)
|
all books, records, files, and other documents solely relating to any of the Seller Retained Business; and
|
(5)
|
all office furniture and equipment not acquired by Buyer pursuant to Section 2.1(7).
|
(1)
|
Retained Liabilities
. Except for the Buyer Assumed Obligations set forth or referenced in Section 2.3(2) below, Seller shall retain and perform or otherwise discharge when due in accordance with their terms (without any liability, cost or expense to Buyer), the following liabilities or obligations, whether known or unknown, fixed or contingent, matured or unmatured, certain or uncertain, disclosed or undisclosed (the “
Seller Retained Liabilities
”):
|
(2)
|
Assumed Obligations
. Notwithstanding Section 2.3(1) above, on the Closing Date Buyer shall assume, and from and after the Closing Date Buyer shall be responsible for and shall discharge
|
(1)
|
At the Closing, Buyer shall: (i) pay to Seller the amount of Three Million One Hundred Seventy-One Thousand Two Hundred Fifty Dollars ($3,171,250.00). by wire transfer of funds to a bank account designated by Seller on or prior to the Closing Date, (ii) deliver its unsecured promissory note in the principal amount of Five Hundred Thousand Dollars ($500,000.00), in the form attached hereto as Exhibit 2.4(1) (the “
Buyer’s Note’
), due and payable on the first anniversary date of the Closing,
|
(1)
|
As additional consideration for Seller’s sale of the Mint Business and Acquired Assets to Buyer, Buyer shall pay Seller three (3) additional payments (the “
Earnout Payments
”) determined by the performance of the Mint Business during each of the three (3) twelve (12) month periods commencing on the Closing Date (each an “
Earnout Period
”). Each Earnout Payment shall be calculated as set forth on Schedule 2.5 (1) attached hereto.
|
(2)
|
Buyer agrees to maintain, throughout the Earnout Periods and for at least one year thereafter, complete and accurate books, records and accounts needed to enable determinations to be made, without undue effort and expense, of the Earnout Payment. Within sixty (60) days following the end of each Earnout Period Buyer shall submit to Seller a written report setting forth the calculation of the Earnout Payment, if any, due for such Period (an “
Earnout Report
”). The Earnout Report also shall be accompanied by a certification, signed by the President or Chief Financial Officer of Buyer, in their capacities as such and on behalf of Buyer, certifying that the information contained in the Earnout Report is accurate and complete in all material respects and that the determinations of the Earnout Payment, if any, due Seller, were made in accordance with Section 2.5(1). In the event that an Earnout Report shows that an Earnout Payment is due to Seller, such payment shall be made to Seller concurrently with the issuance of the Earnout Report subject to the other provisions of this Agreement.
|
(3)
|
Seller shall have a period of thirty days (30) days after the receipt of each Earnout Report within which to have its outside accountants review Buyer’s books and records related to the preparation of the Earnout Report on a confidential basis to verify the correctness and completeness of the information contained in the Earnout Report. Buyer and Seller acknowledge the confidential nature of Buyer’s books and records, accordingly Buyer shall only make such books and records, available for inspection by Seller’s outside accountants who agree to be bound by a written confidentiality agreement, at Buyer’s principal offices in
|
(4)
|
If Buyer has disputed Seller’s determination of the amount of the Earnout Payment set forth in a Seller Deficiency Notice, as aforesaid, then during the succeeding five (5) days the parties shall attempt in good faith to resolve their differences by mutual agreement. If they are not able to do so, then each of Seller and Buyer shall have a period of five (5) days thereafter within which to notify the other, in writing, that it desires to have the dispute resolved by binding resolution. In that event, within the next succeeding five (5) days, the parties by mutual agreement shall select an accounting firm to resolve the dispute (the “
Review Accountant
”) who shall enter into a written confidentiality agreement with Buyer for this purpose, or, if the parties cannot agree on the Review Accountant within such five (5) days, the Review Accountant shall be selected by mutual agreement of the parties’ respective independent public accountants. The determination of the Review Accountant shall be final and binding on and non-appealable by the parties. If it is finally determined, either by mutual agreement of the parties or by the Review Accountant that Buyer underpaid the amount of the Earnout Payment due Seller (a “
Payment Shortfall
”), then within the succeeding five (5) days Buyer shall pay that Payment Shortfall to Seller plus accrued interest thereon from the date of the underpayment at 5% per annum or the maximum interest permitted by law, whichever is less, and, if the amount of the disputed Earnout Payment originally paid by Buyer was less than ninety-five percent (95%) of the amount of the Earnout Payment finally determined to be due by Buyer to Seller, Buyer also shall reimburse Seller for the reasonable fees and expenses of its outside accountant in connection with the review of Buyer’s books and records that led to the determination of the Payment Shortfall. If the Review Accountant determines, instead, that there was no Payment Shortfall, then, no additional amount shall be due by Buyer to Seller. If the Review Accountant
|
(5)
|
Notwithstanding anything else to the contrary in this Section 2.5, if the Earnout Payment has been reduced by setoff as permitted by this Agreement, the parties shall resolve the Earnout Payment without reference to the setoff reduction, and any disagreement regarding the setoff reduction shall not be subject to this Section 2.5 but shall be addressed pursuant to other provisions of this Agreement.
|
(1)
|
allocate the Purchase Price among the Acquired Assets in accordance with Section 1060 of the Code and the regulations thereunder; and
|
(2)
|
reflect the allocation of the Purchase Price as set forth on Schedule 2.6(2) on a completed Internal Revenue Service Form 8594.
|
(1)
|
Buyer’s Note in the form of Exhibit 2.4(1)
|
(2)
|
An assignment and assumption agreement in the form of Exhibit 2.7(1) (the “
Assignment and Assumption Agreement
”), pursuant to which Seller shall assign the Assumed Contracts to Buyer and Buyer shall expressly assume and agree to perform when due, the Buyer Assumed Obligations.
|
(3)
|
any deeds, assignments, assignment of trademark
,
bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to convey to Buyer good and marketable title to the Acquired Assets and are satisfactory to Buyer’s counsel.
|
(4)
|
the License Agreement in the form of Exhibit 2.7 (3).
|
(5)
|
the Non-Competition Agreement between Buyer and Seller in the form of Exhibit 2.7(4);
|
(6)
|
the Administrative Services Agreement in the form of Exhibit 2.7(5) hereto, which shall, among other things, set forth the obligations of Seller post-Closing; and
|
(7)
|
any other document reasonably required by Buyer or Seller to better evidence or effectuate the transactions contemplated by this Agreement, including the matters set forth in Section 2.8 below.
|
(1)
|
Confidentiality
. Except as otherwise set forth below in this Section 2.8(1), Seller shall not, without the prior written consent of Buyer, retain, use, reveal or make accessible to any Person any of the Mint Business Confidential Information (as hereinabove defined). For purposes of this Section 2.8(1), the term “Mint Business Confidential Information” does not include any information that is already available to the public or becomes available to the public or from third parties other than by means of a breach of this Section 2.8(1). In addition, Seller may, without breaching this Section 2.8(1), disclose any Mint Business Confidential Information that it is required to disclose pursuant to any subpoena or other legal process served on Seller or any of its Affiliates or Representatives or pursuant to any Laws applicable to Seller or any of its Affiliates,
provided
that Seller shall promptly (and in any event at least 72 hours in advance of any proposed disclosure) notify Buyer of its receipt of any such subpoena or other legal process or its determination that it is required to disclose any Mint Business Confidential Information under any applicable Law, and identifying the information to be so disclosed and, at the expense of Buyer, Seller shall provide Buyer with such reasonable cooperation as Buyer may request of Seller in any efforts by Buyer to quash any such subpoena or other legal process or obtain a protective order with respect to the Mint Business Confidential Information to be so disclosed.
|
(2)
|
Use of Customer and Consignor Lists
. Upon consummation of the transactions contemplated by this Agreement and for the duration of the Confidentiality Period specified in the Non-Competition Agreement, neither Seller nor any of its Affiliates or Representatives may use the information contained in the Mint Business Customer List, except as may be permitted by the Non-Competition Agreement. Seller will be liable for any action by any of its Affiliates or Representatives inconsistent with this Section 2.8(2). This provision shall survive the Closing.
|
(3)
|
Bulk Transfer Laws
. Seller shall comply with any applicable bulk sale or bulk transfer laws of any relevant jurisdiction in connection with the sale of the Acquired Assets to Buyer pursuant to this Agreement.
|
(4)
|
Further Assurances
. Each party hereto shall execute and deliver after the date hereof such instruments and take such other actions as the other party may reasonably request in order to carry out the intent of this Agreement or to better evidence or effectuate the transactions contemplated herein.
|
(5)
|
Transaction Expenses
. Each party shall pay all of the respective costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in carrying out and closing the transactions contemplated by this Agreement. It is acknowledged and agreed by the Parties that the Buyer’s transaction expenses will be borne by the members of them in accordance with their Membership Percentage Interests under the LLC Agreement.
|
(6)
|
Liability for Transfer Taxes
. Seller shall be responsible for the timely payment of and shall indemnify and hold Buyer harmless from and against all sales, use, documentary, gross receipts, transfer, conveyance, excise, recording, and other similar taxes and fees (the “
Transfer Taxes
”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement, all of which shall constitute Seller Retained Liabilities within the meaning of Section 2.3(1) of this Agreement. The provisions of this Section 2.8(6) shall survive Closing.
|
(7)
|
Click Through
. Commencing on the Closing Date, Seller will maintain on the home page of its website, a “click through” link solely to the websites maintained by Buyer for its operation of the Mint Business.
|
(1)
|
suffered any change in the operations or financial condition of the Mint Business, considered as a whole, except changes that, in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect on the Mint Business;
|
(2)
|
except in the ordinary course of business, sold, transferred or otherwise disposed of any tangible or intangible assets of the Mint Business;
|
(3)
|
created or permitted to exist any Lien on any Acquired Assets;
|
(4)
|
failed to promptly pay and discharge, prior to default, any of the liabilities of the Mint Business except those disputed in good faith by appropriate proceedings;
|
(5)
|
instituted, been served with or settled any Legal Proceeding relating to the Mint Business;
|
(6)
|
terminated or amended any of the Assumed Contracts, or any Permit or other instrument necessary for the conduct of any of the Mint Business after the Closing or suffered any loss or termination, or have been threatened with the loss or termination, of any existing material business arrangement, the termination or loss of which, in the aggregate, is reasonably expected to have a Material Adverse Effect on the Mint Business; or
|
(7)
|
changed accounting methods; or
|
(8)
|
otherwise operated the Mint Business in a manner outside the ordinary course, consistent with past practice.
|
(1)
|
None of the Mint Business nor any other business conducted at the Silver Towne Mint are subject to any Order or Contract respecting (i) Environmental Laws, (ii) Remedial Action, (iii) any Environmental Claim, or (iv) the Release or threatened Release of any Hazardous Material.
|
(2)
|
Except as described in Schedule 3.13, none of the operations of the Mint Business or any other business conducted at the Silver Towne Mint involves the generation, transportation, treatment, storage or disposal of Hazardous Material.
|
(3)
|
Seller has not received any written notice alleging noncompliance with any Environmental Law applicable to the Mint Business, or any other business conducted at the Silver Towne Mint, or the Acquired Assets, where such non-compliance has had or is reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on the Mint Business and, to Seller’s knowledge, no such notice has been recorded or published.
|
(4)
|
No Environmental Claim or litigation is pending or, to Seller’s knowledge threatened, against Seller that relates to any of the Mint Business or any of the Acquired Assets, and to Seller’s knowledge there is no basis for any such Environmental Claim or litigation.
|
(1)
|
Schedule 3.17 sets forth the name of each salaried employee of Seller who is employed primarily in the operations of any of the Mint Business, together with the positions they hold with Seller and the compensation that is payable to each such individuals as a result of their employment by Seller (including any collective bargaining or other labor, employment, deferred compensation, bonus or incentive agreement, plan or contract). Buyer shall not have any obligation to hire any such employees of Seller or, to the extent hired, to continue such employment, nor shall Buyer have or incur any liability or obligation whatsoever arising out of, any personnel policies or practices, either written or oral, promulgated or followed by Seller (except to the extent Buyer elects to continue such policies or practices). Except as set forth in Schedule 3.17 hereto, during the past six (6) months there has not been (i) any increase in salaries, wages or benefits of any such employees or the awarding or payment of any bonuses to any such employees, other than cost of living increases and annual salary increases on or about the anniversary dates of employment of such employees, in each case consistent with Seller’s past practices, or (ii) the adoption of any new or amendment of any existing employee benefit plan in which such employees participate, or the execution of any new, or the renewal, extension, or amendment of any existing, employment or consulting agreements with any such employees that are not reflected on Schedule 3.17.
|
(2)
|
Except to the extent set forth in Schedule 3.17, to the knowledge of Seller (i) each of the Mint Business is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice, except for any such non-compliance that has not had and is not reasonably expected to have a Material Adverse Effect on the Mint Business; and (ii) there is no unfair labor practice complaint pending or, to the knowledge of Seller threatened, against Seller with respect to the operations of any of the Mint Business, nor, to the knowledge of Seller, is there any factual basis for any such complaint.
|
(3)
|
Except to the extent set forth in Schedule 3.17 hereto, Seller does not have and, during the past five (5) years has not had any Employee Plans, including, without limitation, any funded
|
(4)
|
Except to the extent set forth in Schedule 3.17, all Employee Plans are now, and have always been, established, maintained and operated in accordance in all material respects with all applicable laws (including, but not limited to, ERISA and the Code) and all regulations and interpretations thereunder and in accordance with their plan documents. All communications with respect to each Employee Plan by any person (including, but not limited, to the members of any plan committee, all plan fiduciaries, plan administrators, Seller and its management, and Seller’s employees) accurately reflect the documents and operations of each such Employee Plan. All contributions required to be made to or with respect to any Employee Plan by Seller have been completely and timely paid and all reports, forms and other documents required to be filed by Seller with any governmental entity with respect to any Employee Plan have been timely filed and are accurate. No amount is due or owing from Seller to any “multiemployer plan” (as defined in Section 3(37) of ERISA) on account of any withdrawal therefrom. There has been no event or condition, nor is any event or condition expected, that would present a risk of termination of any Employee Plan, or which would constitute a “reportable event” within the meaning of Section 404(3) of ERISA and the regulations and interpretations thereunder. There has been no merger, consolidation, or transfer of assets or liabilities (including, but not limited to, a split‑up or split‑off) with respect to any Employee Plan in which any of the employees of the Mint Business participate. There is and there has been no actual or, to the best knowledge of Seller, anticipated, threatened or expected litigation or arbitration concerning or involving any such Employee Plan. No complaints to or by any government entity have been filed or, to the best knowledge of Seller, have been threatened or are expected with respect to any such Employee Plan. No such Employee Plan or any other person has any liability to any plan participant, beneficiary or other person under any provision of ERISA, the Code or any other applicable law by reason of any action or failure to act in connection with any
|
(5)
|
No employees of the Mint Business have or will by passage of time hereinafter become entitled to receive any vacation time, vacation pay or severance pay or COBRA benefits attributable to services rendered prior to the Closing Date which are or may become the responsibility of Buyer.
|
(1)
|
The Seller has good and valid title to, or otherwise possesses the rights to use, subject to any time limitations set forth in any licensing or other agreement to use its Intellectual Property, all Intellectual Property necessary to permit the Buyer to conduct the Mint Business from and after the Closing Date, in the same manner as it is being conducted as of the date hereof, and, to the knowledge of the Seller, as currently contemplated to be conducted by the Buyer. Except for Intellectual Property owned by third parties as identified on Schedule 2.1(2), no Person other than the Seller has any right or interest of any kind or nature in or with respect to the Intellectual Property, or any portion thereof, or any rights to sell, license, lease, transfer or use or otherwise exploit the Intellectual Property or any portion thereof. All officers, employees and contractors of the Seller who have created Intellectual Property have no ownership interest or other rights in the Intellectual Property and/or have executed agreements under which all rights, title and ownership in and to such Intellectual Property have been assigned to the Seller.
|
(2)
|
Except as disclosed in
Schedule 3.24
the Seller has not been alleged to have, nor has the Seller infringed upon, misappropriated or misused any intellectual property or other proprietary information of another Person. Except as disclosed in
Schedule 3.24
there are no pending claims or Legal Proceedings, or, to the knowledge of the Seller, threatened claims or Legal Proceedings, contesting or challenging the Intellectual Property, or the Seller’s use of the Intellectual Property owned by another Person. To knowledge of the Seller, no third party including any current or former employee or contractor of the Seller, is infringing upon, misappropriating, or otherwise violating the Seller’s rights to the Intellectual Property.
|
(3)
|
To the Seller’s knowledge, other than as set forth in
Schedule 3.24
, there has been no breach of security involving the Seller’s websites or information assets. To the Seller’s knowledge all data which has been collected, stored, maintained or otherwise used by the Seller has been collected, stored, maintained and used in accordance with all applicable Laws, guidelines and
|
(1)
|
The representations and warranties of each party hereto contained in this Agreement (as modified by such party’s Disclosure Schedules), will survive for a period of thirty-six (36) months from the Closing Date or as extended pursuant to subparagraphs 6.1(a) or 6.1(b) below (which shall be referred to as the “Survival Period” that shall be applicable thereto), at the end of which Survival Period they shall cease to have any force and effect, except as follow:
|
(a)
|
the Survival Period applicable with respect to any representation or warranty of Seller contained in Section 3.2 (Authorization), Section 3.5 (Title, Absence of Liens), Section 3.12 (Taxes), Section 3.20 (Sales and Use Tax) shall be equal to the statutory limitations period applicable thereto regardless of any investigation, verification, knowledge or approval by the Buyer, or by anyone on its behalf.
|
(b)
|
the Survival Period applicable with respect to any representation or warranty of Seller contained in Section 3.13 (Environmental) and Section 3.24 (Intellectual Property), shall be indefinite.
|
(c)
|
the Survival Period applicable with respect to any representation or warranty of Buyer contained in Section 4.2 (Authorization), shall be equal to the statutory limitations period applicable thereto under Delaware law.
|
(1)
|
In order to be entitled to indemnification under this Article 6 in connection with a claim made by any Person (hereinafter, a “
Third Party Claim
”), against any Person entitled to indemnification pursuant to this Article 6 (an “
Indemnified Party
”), that Indemnified Party must do the following:
|
(2)
|
In the event of a Third Party Claim against one or more Indemnified Parties, the Indemnifying Party will be entitled to participate in the defense of that Third Party Claim and, if the Indemnifying Party so chooses, to assume at its expense the defense of that Third Party Claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld or delayed). If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense of that Third Party Claim, except that if, under applicable standards of professional conduct, there exists a conflict on any significant issue between the Indemnified Party and the Indemnifying Party in connection with that Third Party Claim, the Indemnifying Party shall pay the reasonable fees and expenses of one additional counsel, for all of the Indemnified Parties, to act with respect to that issue to the extent necessary to resolve that conflict. If the Indemnifying Party assumes defense of any Third Party Claim, the Indemnified Party will be entitled to participate in the defense of that Third Party Claim and to employ counsel, at its own expense, separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will be entitled to control that defense.
|
(3)
|
For greater certainty, Third Party Claims shall include any and all claims of Seller’s current or former employees, the exclusive liability of which remains with Seller.
|
(1)
|
Seller shall have no obligation to indemnify the Buyer who is otherwise entitled to indemnification under this Article 6, nor shall Seller have any liability for any Indemnifiable Losses incurred or suffered by the Buyer, unless and until the Buyer has incurred or suffered, in the aggregate, Indemnifiable Losses in respect of Claims (including Third Party Claims) asserted within the Survival Period applicable thereto and for which the Buyer is entitled to indemnification hereunder, totaling more than Fifty Thousand Dollars ($50,000.00) (the “
Threshold
”). In the event such Threshold is exceeded, then, Seller shall be liable to indemnify Buyer for all Indemnifiable Losses incurred by them for which Claims have been asserted prior to the expiration of the Survival Period applicable thereto, not only for Identifiable Losses in excess of the Threshold, but also for the first $50,000.00 of Identifiable Losses, provided, however, that the Threshold shall not apply to any liabilities that Buyer may incur for or in respect of any of the Seller Retained Liabilities (as defined in Section 2.3(1) above). Notwithstanding the foregoing, the aggregate Indemnifiable Losses for which the Seller shall be liable under this Section 6.6 (1) shall not exceed $1,000,000.00, which amount shall expressly exclude any and all Seller Retained Liabilities, for which there shall be no limitation.
|
(2)
|
Buyer shall have no obligation to indemnify Seller that would otherwise be entitled to indemnification under this Article 6, nor shall Buyer have any liability for any Indemnifiable Losses incurred or suffered by the Seller, unless and until Seller has incurred or suffered, in the aggregate, Indemnifiable Losses in respect of Claims (including Third Party Claims) asserted within the Survival Period applicable thereto and for which Seller is entitled to indemnification hereunder, totaling more than Fifty Thousand Dollars ($50,000.00) (the “
Threshold
”). In the event such Threshold is exceeded, then Buyer shall be liable to indemnify Seller for all Indemnifiable Losses incurred by them for which Claims have been asserted prior to the expiration of the Survival Period applicable thereto, not only for Identifiable Losses in excess of the Threshold, but also for the first $50,000.00 of Identifiable Losses, provided, however, that the Threshold shall not apply to (i) the obligations of Buyer to Seller to pay the Purchase Price to Seller specified in Section 2.4, when due, or any Earnout Payments if, as and when the same become due to Seller, , or (ii) any Indemnifiable Liabilities that any of the Seller may incur for or in respect of any of the Buyer Assumed Obligations (as defined in Section 2.3(2) above) or any obligations or liabilities arising out of the conduct or operation of the Mint Business from or at any time after the Closing unless attributable to Seller or Seller’s Affiliate (in which case the Threshold shall apply). Notwithstanding the foregoing, the aggregate Indemnifiable Losses for which the Buyer shall be liable under this Section 6.6 (2) shall not exceed $1,000,000.00.
|
(3)
|
An Indemnifying Party’s indemnity obligations under this Article 6, shall be offset by the amount of any insurance proceeds covering any Claim or Indemnifiable Loss, to the extent and when such insurance proceeds are actually received by an Indemnified Party. The Indemnified Party shall use reasonable commercial efforts to collect under any applicable insurance policy covering any Claim or Indemnifiable Loss. The collection of any such insurance proceed shall not be a condition to an Indemnified Party seeking Indemnification pursuant to this Article 6.
|
(4)
|
In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, related to a breach of this Agreement, except to the extent caused by fraud or willful misconduct of such Indemnifying Party.
|
(1)
|
the Seller shall have duly performed and complied with all terms, agreements and conditions that are required by this Agreement to be performed or complied with by Seller prior to or at the Closing;
|
(2)
|
all of the representations and warranties of the Seller that are contained in this Agreement, as the same may have been modified by or in the Seller Disclosure Schedules, shall be true and correct as of the date when made, and also as of the Closing Date with the same force and effect as though such representations and warranties were made again at and as of the Closing Date. Seller shall immediately notify Buyer if Seller determines that a state of facts exists that will result in an untrue representation contained in this Agreement;
|
(3)
|
during the period from December 31, 2015, to and including the Closing, no event or circumstance shall have occurred with respect to any of the Mint Business that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Mint Business (other than any event or circumstance disclosed in or contemplated by any of the Seller Disclosure Schedules). Seller shall immediately notify Buyer if Seller determines that a state of facts exists that will result in a Material Adverse Effect on the Mint Business;
|
(4)
|
no suit, action, investigation, inquiry or administrative or other proceeding by any governmental body or other person or entity shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and there shall be no pending or
|
(5)
|
all Consents from third parties, governmental and other, required to be obtained by Seller to permit it to consummate the transactions contemplated hereby shall have been obtained, without the imposition of any burdensome conditions on Buyer or the Mint Business, and shall not have been revoked or withdrawn.
|
(6)
|
Buyer shall have entered into an Agreement with HAB Development to purchase the real property where the Silver Towne Mint is located (the “
Real Property PSA
”), which transaction shall close concurrently with the Closing hereunder.
|
(7)
|
Seller shall have complied with any applicable Bulk Sales Law.
|
(8)
|
Seller shall have caused all UCC-1 Finance Statements filed with the Indiana Secretary of State or in the County of Randolph, Indiana, affecting the Acquired Assets to be terminated (the “
UCC-1 Statements
”), or in the alternative, to the satisfaction of the Buyer, Seller shall have caused a UCC-3 Amendment to be filed with the Indiana Secretary of State or in the County of Randolph, Indiana, removing the Acquired Assets as collateral from the UCC-1 Statements.
|
(9)
|
Seller shall contribute and undivided forty-eight and 47/100 percent (48.47%) of the Acquired Assets to the Buyer in exchange for a Forty-Five Percent (45%) Membership Percentage Interest in Buyer, as defined in the Limited Liability Company Agreement of Buyer (the “
LLC Agreement
”), with an initial capital account of Three Million Four Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($3,453,750.00) (the “
Membership Interest
”).
At the Closing, Seller shall become a party to Buyer’s LLC Agreement, Buyer shall admit Seller as a Member of Buyer, and issue the Membership Interest to Seller
.
|
(1)
|
the Buyer shall have duly performed and complied with all terms, agreements and conditions that are required by this Agreement to be performed or complied with by Buyer prior to or at the Closing
|
(2)
|
no suit, action, investigation, inquiry or administrative or other proceeding by any governmental body or other person or entity shall have been instituted or threatened which questions the validity or legality or which seeks to prevent consummation of the transactions contemplated hereby;
|
(3)
|
all of the representations and warranties of the Buyer contained in this Agreement, as the same may have been modified by or in any of the Buyer Disclosure Schedules, shall be true and correct as of the date when made, and also as of the Closing Date with the same force and effect as though such representations and warranties were made again at and as of the Closing Date,
provided
,
however
, that a failure of this condition shall be deemed to have occurred only if the failure of any of the Buyer’s representations or warranties to be true and correct, either on the date when made or at the Closing Date, would (individually or in the aggregate) have a Material
|
(4)
|
all Consents from third parties, governmental and other, required to be obtained by Buyer to permit it to consummate the transactions contemplated hereby shall have been obtained, without the imposition of any burdensome conditions on Seller, and shall not have been revoked or withdrawn,
provided
,
however
, that a failure of this condition shall be deemed to have occurred only if the failure to obtain any such Consent or Consents, or the revocation or withdrawal thereof, would have a Material Adverse Effect on Buyer or would prevent Buyer from consummating the transactions contemplated hereby.
|
(5)
|
Seller shall contribute and undivided Forty-Eight and 47/100 percent (48.47%) of the Acquired Assets to the Buyer in exchange for a Forty-Five Percent (45%) Membership Percentage Interest in Buyer, as defined in the Limited Liability Company Agreement of Buyer (the “
LLC Agreement
”), with an initial capital account of Three Million Four Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($3,453,750.00) (the “
Membership Interest
”).
At the Closing, Seller shall become a party to Buyer’s LLC Agreement, Buyer shall admit Seller as a Member of Buyer, and issue the Membership Interest to Seller
.
|
(a)
|
all Transaction Documents to which Seller is a party, duly executed by Seller;
|
(b)
|
possession or control of all the Tangible Personal Property;
|
(c)
|
the Mint Business Customer List, the Mint Business Confidential Information and the Mint Business Records;
|
(d)
|
an Indiana Secretary of State Certificate of Existence and a Certificate of Clearance from the Indiana Department of Revenue, for Seller, each dated as of a recent date;
|
(e)
|
A certificate signed by the General Partner of Seller, and dated as of the Closing Date, certifying: (i) as true, correct and complete, a copy of Seller’s Certificate of Limited Partnership as filed with the Indiana Secretary of State, attached thereto; (b) as true, correct and complete, a copy of Seller’s Limited Partnership Agreement, attached thereto; (c) as true, correct and complete, a copy of resolutions duly adopted by the General Partner and Limited Partners of the Seller approving and authorizing Seller’s execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by Seller and the performance by Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, attached thereto, and (e) to the incumbency of each officer of Seller that has executed this Agreement or any of the Transaction Documents to which Seller is a party, on behalf or in the name of Seller;
|
(vi)
|
The Real Property PSA;
|
(vii)
|
A counterpart signature page to the Buyer’s LLC Agreement; and
|
(viii)
|
Such other documents and instruments, including but not limited to additional documents of transfer or assignment with respect to the Acquired Assets, as Buyer or its counsel may reasonably request in furtherance of the consummation of the transactions contemplated by this Agreement.
|
(i)
|
The cash Purchase, by wire transfer of funds to the account designated by Seller;
|
(iv)
|
All of the Transaction Documents to which Buyer is a party, executed by a duly authorized officer of Buyer;
|
(v)
|
A Delaware Secretary of State good standing certificate dated as of a recent date, for Buyer;
|
(vi)
|
A certificate signed by the Managing Member of Buyer, and dated as of the Closing Date, as to the incumbency of each officer of Buyer that has executed this Agreement or any of the Transaction Documents to which Buyer is a party, on behalf or in the name of the Buyer, and certifying the effectiveness, accuracy and completeness of the copies attached to such certificate of resolutions duly adopted by the Members of Buyer, approving and authorizing the execution and delivery of this Agreement and the Transaction Documents being executed and delivered pursuant hereto by the Buyer and the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby; and
|
(vii)
|
Such other documents and instruments as Seller or Seller’s counsel may reasonably request in furtherance of the consummation of the transactions contemplated by this Agreement.
|
(1)
|
Seek, if required, a state air permit to address air emissions at the SilverTowne Mint consisting of volatile organic compounds from cleaning and painting operations, particulate matter from sandblasting operations, combustion products from the three natural gas fired melting furnaces and emissions from the one natural gas fired engine associated with an emergency generator. The strategy for obtaining the permit and other related activities shall be undertaken in cooperation with the Seller;
|
(2)
|
Seek, if required, to obtain a storm water permit or, alternatively, relocate or cover certain industrial materials exposed to storm water and submit a No Exposure Certification to the Indiana Department of Environmental Management to obtain an exclusion from the storm water permitting requirements. The strategy for obtaining the permit and other related activities shall be undertaken in cooperation with the Seller;
|
(3)
|
Prepare and submit a Tier II chemical inventory report to the designated state or local commission, committee or fire department pursuant to Section 312 of the Emergency Planning and Community Right-to-Know Act (EPCRA), and complete Toxic Release Inventory reporting form R for silver and any other chemicals manufactured, processed or otherwise used greater than EPCRA thresholds; and
|
(4)
|
Seek, if required, a permit or authorization to abandon the one water well used for non-contact cooling water.
|
(1)
|
Seller shall execute and deliver such additional documents and instruments and perform such additional acts as Buyer may reasonably request to effectuate or carry out and perform all the terms of this Agreement and the other Transaction Documents to which Seller is a party and the transactions contemplated thereby, to effectively assign and deliver the Acquired Assets to Buyer and to effectuate the intent of this Agreement.
|
(2)
|
Buyer shall execute and deliver such additional documents and instruments, and perform such additional acts as Seller may reasonably request to effectuate or carry out and perform all the terms of this Agreement and the other Transaction Documents to which Buyer is a party and the transactions contemplated by this Agreement, and to effectuate the intent and purposes of this Agreement.
|
(1)
|
Every notice or other communication required or contemplated by this Agreement or which any party desires to give with respect to this Agreement must be in writing and sent by one of the following methods:
|
(i)
|
personal delivery, in which case the giving and receipt of such notice or other communication will be deemed to occur the day of delivery or, if the intended recipient refuses delivery thereof, on the date that such personal delivery is attempted at the last
|
(ii)
|
certified or registered mail, postage prepaid, return receipt requested, in which case the giving and receipt of such notice or other communication will be deemed to occur the day it is officially recorded by the U.S. Postal Service as delivered to the intended recipient, or, if the intended recipient refuses delivery thereof, on the date that the U.S. Postal Service attempted to make such delivery; or
|
(iii)
|
by next-day delivery to a U.S. address by recognized overnight delivery service (such as Federal Express), in which case the giving and receipt of such notice or other communication will be deemed to occur on the business day next succeeding the date it is given to such overnight delivery, freight prepaid, for next day delivery, as evidenced by the bill of lading or other receipt issued by the delivery service.
|
(2)
|
In each case, to be effective, a notice or other communication delivered or sent to a party must be directed to the address for that party set forth below, or to such other address designated hereafter by that party effective on 10 days prior written notice to the other party given by one of the methods set forth above in this Section 10.6:
|
If to Buyer:
|
AM&ST Associates, LLC
|
(1)
|
At any time prior to the Closing, any party hereto may with respect to the other party hereto (a) extend the time for performance of any of the obligations or other acts of such other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, or (c) waive compliance by the other party with any of the agreements or conditions of such other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.
|
(2)
|
No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other rights. Except as otherwise provided hereunder, all rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.
|
(1)
|
The parties shall cooperate with respect to any public statement regarding the transactions contemplated by this Agreement or any of the other Transaction Documents.
|
(2)
|
Neither Buyer nor Seller may make any public statement regarding the transactions contemplated by this Agreement or any of the other Transaction Documents without the prior written consent of the other, which may not be unreasonably withheld or delayed; provided, however, that a party may make any such public statement without such consent, if that party (i) believes, based upon advice of counsel, that it is required by law to make that public statement, and (ii) provides the other party with prior written notice of that public statement.
|
Seller Disclosure Schedules
|
|
SCHEDULES
|
|
|
|
Schedule 2.1(1)
|
|
Silver Towne Mint Names
|
Schedule 2.1(2)
|
|
Intellectual Property Rights
|
Schedule 2.1(4)
|
|
Telephone Numbers and P.O. Boxes
|
Schedule 2.1(5)
|
|
Mint Business Customer Lists
|
Schedule 2.1(6)
|
|
Mint Business Web Site Assets
|
Schedule 2.1(8)
|
|
Assumed Contracts
|
Schedule 2.1(9)
|
|
Tangible Personal Property
|
Schedule 2.1(12)
|
|
Assignable Permits
|
Schedule 2.1(13)
|
|
Assigned Claims
|
Schedule 2.1(16)
|
|
Other Mint Business Intellectual Property
|
Schedule 2.5(1)
|
|
Earnout Payments
|
Schedule 2.6(2)
|
|
Allocation of Purchase Price
|
Schedule 3.4
|
|
Seller Consents
|
Schedule 3.5
|
|
Title/Lien Exceptions
|
Schedule 3.7
|
|
Absence of Certain Changes
|
Schedule 3.8
|
|
Litigation
|
Schedule 3.9
|
|
Permits
|
Schedule 3.13
|
|
Hazardous Material
|
Schedule 3.17
|
|
Labor and Employment Matters
|
Schedule 3.24
|
|
Intellectual Property Legal Proceedings
|
Schedule 3.25
|
|
Security Breaches
|
Schedule 3.26
|
|
Related Party Transactions.
|
Schedule 5.1
|
|
Employees Eligible for Offers of Employment by Buyer
|
|
|
|
Buyer Disclosure Schedule
|
|
|
Schedule 4.4
|
|
Buyer Consents
|
EXHIBITS
|
||
|
|
|
Exhibit 2.4(1)
|
|
Buyer’s Promissory Note
|
Exhibit 2.7(1)
Exhibit 2.7(3)
|
|
Assignment and Assumption Agreement
License Agreement
|
Exhibit 2.7(4)
|
|
Non-Competition Agreement
|
Exhibit 2.7(5)
|
|
Administrative Services Agreement
|
|
BROWN BROTHERS HARRIMAN & CO.
, as a Lender
By: Name: Title: |
|
BNP PARIBAS
, as a Lender
By: Name: Title:
By:
Name:
Title: |
|
NATIXIS, NEW YORK BRANCH
, as a Lender
By: Name: Title:
By:
Name:
Title: |
Depository
|
Location
|
Limit
|
Brinks, Incorporated
|
1120 W. Venice Boulevard
Los Angeles, California 90015
|
$45,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Asahi Refining USA, Inc.
|
4601 West 2100 South
Salt Lake City, Utah 84120
|
$35,000,000
|
Brinks, Incorporated
|
2555 Century Lake Drive
Irving, Texas 75062
|
$15,000,000
|
Brinks Global Services USA Inc.
|
184-45 147
th
Avenue
Springfield Gardens, New York 11413
|
$35,000,000
|
Brinks, Incorporated
|
1070 W. Parkway Avenue
Salt Lake City, Utah 84119
|
$65,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Sunshine Minting Inc.
|
750 West Canfield Avenue
Coeur d’Alene, Idaho 83815
|
$20,000,000
|
Brinks, Incorporated
|
5115 W. Nassau Street
Tampa, Florida 33607
|
$20,000,000
|
Loomis International (US), Inc.
|
130 Sheridan Boulevard
Inwood, New York 11096
|
$5,000,000
|
Loomis International (US), Inc.
|
656 South Vail Avenue
Montebello, California 90640
|
$35,000,000
|
IBI Secured Transport Inc.
|
3738 West 2340 South, Suite B
West Valley City, Utah 84120
|
$5,000,000
|
A-M Global Logistics, LLC as lessee
|
6055 Surrey Street
Las Vegas, Nevada 89119
|
$150,000,000
|
Numismatic Guaranty Corporation
|
5501 Communications Parkway
Sarasota, Florida 34240
|
$10,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Professional Coin Grading Service Division of Collectors Universe, Inc.
|
1921 East Alton Ave
Santa Ana, California
92705
|
$10,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Depository
|
Location
|
Limit
|
Brink’s, Incorporated
|
1120 W. Venice Boulevard
Los Angeles, California 90015
|
$45,000,000 minus the amount held in its capacity as an Approved Depository
|
Numismatic Guaranty Corporation
|
5501 Communications Parkway
Sarasota, Florida 34240
|
$10,000,000 minus the amount held in its capacity as an Approved Depository
|
Professional Coin Grading Service Division of Collectors Universe, Inc.
|
1921 East Alton Ave
Santa Ana, California
92705
|
$10,000,000 minus the amount held in its capacity as an Approved Depository
|
Collateral Finance Corporation -
On-Site Facility
|
429 Santa Monica Boulevard
Santa Monica, California 90401
|
$2,000,000
|
Brink’s, Incorporated
|
1070 W. Parkway Avenue
Salt Lake City, Utah 84119
|
$65,000,000 minus the amount held in its capacity as an Approved Depository
|
Brinks Global Services USA Inc.
|
184-45 147
th
Avenue
Springfield Gardens, New York 11413
|
$75,000,000
|
A-M Global Logistics, LLC as lessee
|
6055 Surrey Street
Las Vegas, Nevada 89119
|
$65,000,000
|
|
BROWN BROTHERS HARRIMAN & CO.
, as a Lender
By: Name: Title: |
Depository
|
Location
|
Limit
|
Brinks, Incorporated
|
1120 W. Venice Boulevard
Los Angeles, California 90015
|
$45,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Asahi Refining USA, Inc.
|
4601 West 2100 South
Salt Lake City, Utah 84120
|
$35,000,000
|
Brinks, Incorporated
|
2555 Century Lake Drive
Irving, Texas 75062
|
$15,000,000
|
Brinks Global Services USA Inc.
|
184-45 147
th
Avenue
Springfield Gardens, New York 11413
|
$35,000,000
|
Brinks, Incorporated
|
1070 W. Parkway Avenue
Salt Lake City, Utah 84119
|
$65,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Sunshine Minting Inc.
|
750 West Canfield Avenue
Coeur d’Alene, Idaho 83815
|
$20,000,000
|
Brinks, Incorporated
|
5115 W. Nassau Street
Tampa, Florida 33607
|
$20,000,000
|
Loomis International (US), Inc.
|
130 Sheridan Boulevard
Inwood, New York 11096
|
$35,000,000
|
Loomis International (US), Inc.
|
656 South Vail Avenue
Montebello, California 90640
|
$5,000,000
|
IBI Secured Transport Inc.
|
3738 West 2340 South, Suite B
West Valley City, Utah 84120
|
$15,000,000
|
A-M Global Logistics, LLC as lessee
|
6055 Surrey Street
Las Vegas, Nevada 89119
|
$150,000,000
|
Numismatic Guaranty Corporation
|
5501 Communications Parkway
Sarasota, Florida 34240
|
$10,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Professional Coin Grading Service Division of Collectors Universe, Inc.
|
1921 East Alton Ave
Santa Ana, California
92705
|
$10,000,000 minus the amount held in its capacity as a CFC Approved Depository
|
Carrier
|
Limit
|
Brink’s Global Services International Inc.
|
$25,000,000
|
IBI Armored Services, Inc.
|
$15,000,000
|
Loomis Armored Transport
|
$15,000,000
|
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 22, 2016
|
/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 22, 2016
|
/s/ Cary Dickson
|
|
||
|
|
Name:
|
Cary Dickson
|
|
|
|
|
Title:
|
Chief Financial 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 22, 2016
|
/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 22, 2016
|
/s/ Cary Dickson
|
|
||
|
|
Name:
|
Cary Dickson
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|