|
Delaware
(State of Incorporation)
|
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11-2464169
(IRS Employer I.D. No.)
|
Title of each class
Common Stock, $0.01 par value
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Name of each exchange on which registered
NASDAQ Global Select Market
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes. o No. þ
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes. o No. þ
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes. þ No. o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes. þ No. o
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes. o No. þ
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Aggregate market value of registrant’s common stock held by non-affiliates of the registrant on December 31, 2018, based upon the closing price of Common Stock on such date as reported by NASDAQ Global Select Market, was approximately $53,900,591. Shares of common stock known to be owned by directors and executive officers of the Registrant subject to Section 16 of the Securities Exchange Act of 1934 are not included in the computation. No determination has been made that such persons are “affiliates” within the meaning of Rule 12b-2 under the Exchange Act.
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||
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As of September 6, 2019, the registrant had 7,031,450 shares of common stock outstanding, par value $0.01 per share.
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Page
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PART I
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Item 1.
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Description of Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Consolidated Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accountant Fees and Services
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PART IV
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Item 15.
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Exhibits and Financial Statement Schedules
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|
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Signatures
|
|
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|
Exhibit Index
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|
•
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|
distributes gold and silver coins and bars from sovereign and private mints;
|
|
|
|
•
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|
provides financing and other services relating to the purchase and sale of bullion and numismatics;
|
|
|
|
•
|
|
offers secure storage for precious metal products;
|
|
|
|
•
|
|
provides our customers a platform of turn-key logistics services;
|
|
|
|
•
|
|
provides a variety of custom fabricated gold and silver bullion and other specialty products through sovereign and private mint suppliers and its mint operations; and
|
|
|
|
•
|
|
sells directly to the retail community through its Goldline subsidiary.
|
•
|
|
integrated operations that span trading, distribution, logistics, minting, storage, hedging, financing, and consignment products and services;
|
|
|
|
•
|
|
an extensive and varied customer base that includes banks and other financial institutions, coin dealers, collectors, private investors, retail customers, investment advisors, industrial manufacturers, refiners, sovereign and private mints, and mines;
|
|
|
|
•
|
|
ability to offer secured financing to customers;
|
|
|
|
•
|
|
secure storage and turn-key logistic services for precious metals products;
|
|
|
|
•
|
|
access to primary market makers, suppliers, refiners and government mints that provide a dependable supply of precious metals and precious metal products;
|
|
|
|
•
|
|
minting operations which produce bullion and custom coins, allowing for a ready response to changing market demands;
|
|
|
|
•
|
|
ability to design and fabricate proprietary silver products for customers ;
|
|
|
|
•
|
|
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 certain 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 85%. These loans are both variable and fixed interest rate loans, with some maturities on-demand and others 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.
|
|
2019
|
|
2018
|
||||||||||||
Quarter
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First
|
$
|
13.80
|
|
|
$
|
12.05
|
|
|
$
|
18.82
|
|
|
$
|
14.76
|
|
Second
|
$
|
13.89
|
|
|
$
|
10.99
|
|
|
$
|
16.96
|
|
|
$
|
12.56
|
|
Third
|
$
|
13.35
|
|
|
$
|
11.43
|
|
|
$
|
14.65
|
|
|
$
|
10.78
|
|
Fourth
|
$
|
13.60
|
|
|
$
|
10.90
|
|
|
$
|
14.06
|
|
|
$
|
12.00
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
(1)
|
|
Represents shares that are available for future issuance under A-Mark's amended and restated 2014 Stock Award and Incentive Plan ("2014 Plan"). All of the 2014 Plan shares that are available for future issuance include the following award types: 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 operations by comparing the results for the respective years. Included in our analysis is a discussion of five performance metrics: (i) ounces of gold and silver sold, (ii) Wholesale trading ticket volume, (iii) Direct Sales ticket volume, (iv) inventory turnover ratio and (v) number of secured loans at period-end.
|
•
|
Segment results of operations. This section provides an analysis of our results of operations presented for our three segments:
|
◦
|
◦
|
Secured Lending, and
|
◦
|
•
|
Liquidity and financial condition. This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of June 30, 2019. Included in this section is a discussion of our: outstanding debt, the amount of financial capacity available to fund our future commitments and other financing arrangements.
|
•
|
Critical accounting policies. This section discusses critical accounting policies that are considered both important to our financial condition and results of operations, and requires management to make significant judgment and estimates. All of our significant accounting policies, including the critical accounting policies, are summarized in Note 2, as well.
|
•
|
Recent accounting pronouncements. This section discusses new accounting pronouncements, dates of implementation and their expected impact on our accompanying consolidated financial statements.
|
•
|
our access to market makers, suppliers and government mints and other mints;
|
•
|
our trading systems in the U.S. and Europe;
|
•
|
our expansive precious metals dealer network;
|
•
|
our depository relationships around the world;
|
•
|
our knowledge of secured lending;
|
•
|
our logistics capabilities;
|
•
|
our trading expertise; and
|
•
|
the quality and experience of our management team.
|
•
|
The Company enters into various structured borrowing arrangements that commit the Company's inventory (such as; product financing arrangements or liability on borrowed metals) for an unspecified period of time. While the Company is able to obtain access to this inventory on demand, there is a tendency that this type of inventory does not turn over as quickly as other types of inventory.
|
•
|
The Company enters into repurchase arrangements with customers under which A-Mark holds precious metals which are subject to repurchase for an unspecified period of time. While the Company retains legal title to this inventory, the Company is required to hold this inventory (or like-kind inventory) for the customer until the arrangement is terminated or the material is repurchased by the customer. As a result, there is a tendency that this type of inventory does not turn over as quickly as other types of inventory.
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
4,783,157
|
|
|
100.000
|
%
|
|
$
|
7,606,248
|
|
|
100.000
|
%
|
|
$
|
(2,823,091
|
)
|
|
(37.1
|
)%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gold ounces sold
|
1,799,000
|
|
|
|
|
1,912,000
|
|
|
|
|
(113,000
|
)
|
|
(5.9
|
)%
|
|||||
Silver ounces sold
|
67,620,000
|
|
|
|
|
46,466,000
|
|
|
|
|
21,154,000
|
|
|
45.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
31,958
|
|
|
0.668
|
%
|
|
$
|
29,443
|
|
|
0.387
|
%
|
|
$
|
2,515
|
|
|
8.5
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Inventory turnover ratio
|
16.6
|
|
|
|
|
26.8
|
|
|
|
|
(10.2
|
)
|
|
(38.1
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(32,502
|
)
|
|
(0.680
|
)%
|
|
$
|
(33,398
|
)
|
|
(0.439
|
)%
|
|
$
|
(896
|
)
|
|
(2.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Goodwill and intangible asset impairment
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(2,654
|
)
|
|
(0.035
|
)%
|
|
$
|
(2,654
|
)
|
|
(100.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
19,270
|
|
|
0.403
|
%
|
|
$
|
16,105
|
|
|
0.212
|
%
|
|
$
|
3,165
|
|
|
19.7
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at period-end
|
2,806
|
|
|
|
|
3,507
|
|
|
|
|
(701
|
)
|
|
(20.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(17,146
|
)
|
|
(0.358
|
)%
|
|
$
|
(13,891
|
)
|
|
(0.183
|
)%
|
|
$
|
3,255
|
|
|
23.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||||
Income tax expense
|
$
|
(1,015
|
)
|
|
(0.021
|
)%
|
|
$
|
(8
|
)
|
|
—
|
%
|
|
$
|
1,007
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
4,733,800
|
|
|
100.000
|
%
|
|
$
|
7,538,856
|
|
|
100.000
|
%
|
|
$
|
(2,805,056
|
)
|
|
(37.2
|
)%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gold ounces sold
|
1,783,000
|
|
|
|
|
1,895,000
|
|
|
|
|
(112,000
|
)
|
|
(5.9
|
)%
|
|||||
Silver ounces sold
|
66,553,000
|
|
|
|
|
46,045,000
|
|
|
|
|
20,508,000
|
|
|
44.5
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
26,270
|
|
|
0.555
|
%
|
|
$
|
24,109
|
|
|
0.320
|
%
|
|
$
|
2,161
|
|
|
9.0
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wholesale trading ticket volume
|
120,257
|
|
|
|
|
114,935
|
|
|
|
|
5,322
|
|
|
4.6
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(22,274
|
)
|
|
(0.471
|
)%
|
|
$
|
(21,096
|
)
|
|
(0.280
|
)%
|
|
$
|
1,178
|
|
|
5.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
8,601
|
|
|
0.182
|
%
|
|
$
|
6,473
|
|
|
0.086
|
%
|
|
$
|
2,128
|
|
|
32.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(9,626
|
)
|
|
(0.203
|
)%
|
|
$
|
(7,778
|
)
|
|
(0.103
|
)%
|
|
$
|
1,848
|
|
|
23.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands, except performance metrics
|
|||||||||||||||||||||
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
|
$
|
|
% of interest income
|
|
$
|
|
% of interest income
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||||||
Interest income
|
$
|
10,657
|
|
|
100.000
|
%
|
|
$
|
9,632
|
|
|
100.000
|
%
|
|
$
|
1,025
|
|
|
10.6
|
%
|
|
Interest expense
|
(7,178
|
)
|
|
(67.355
|
)%
|
|
(5,465
|
)
|
|
(56.738
|
)%
|
|
$
|
1,713
|
|
|
31.3
|
%
|
|||
Selling, general and administrative expenses
|
(1,456
|
)
|
|
(13.662
|
)%
|
|
(1,689
|
)
|
|
(17.535
|
)%
|
|
$
|
(233
|
)
|
|
(13.8
|
)%
|
|||
Other income, net
|
105
|
|
|
0.985
|
%
|
|
—
|
|
|
—
|
%
|
|
$
|
105
|
|
|
NM
|
|
|||
Net income before provision for income taxes
|
$
|
2,128
|
|
|
19.968
|
%
|
|
$
|
2,478
|
|
|
25.727
|
%
|
|
$
|
(350
|
)
|
|
(14.1
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of secured loans at period end (1)
|
2,806
|
|
|
|
|
3,507
|
|
|
|
|
(701
|
)
|
|
(20.0
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
|
|
|
|
NM
|
|
Not meaningful.
|
|
|
|
|
|
(1)
|
|
Number of outstanding secured loans to customers at the end of the period.
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of interest income
|
|
$
|
|
% of interest income
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
10,657
|
|
|
100.000
|
%
|
|
$
|
9,632
|
|
|
100.000
|
%
|
|
$
|
1,025
|
|
|
10.6
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at period-end
|
2,806
|
|
|
|
|
3,507
|
|
|
|
|
(701
|
)
|
|
(20.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of interest income
|
|
$
|
|
% of interest income
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(7,178
|
)
|
|
(67.355
|
)%
|
|
$
|
(5,465
|
)
|
|
(56.738
|
)%
|
|
$
|
1,713
|
|
|
31.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands, except performance metrics
|
|
|||||||||||||||||||||
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
||||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|
||||||||||
Revenues
|
$
|
49,357
|
|
(a)
|
100.000
|
%
|
|
$
|
67,392
|
|
(c)
|
100.000
|
%
|
|
$
|
(18,035
|
)
|
|
(26.8
|
)%
|
|
|
Gross profit
|
5,688
|
|
|
11.524
|
%
|
(b)
|
5,334
|
|
|
7.915
|
%
|
(d)
|
$
|
354
|
|
|
6.6
|
%
|
|
|||
Selling, general and administrative expenses
|
(8,772
|
)
|
|
(17.773
|
)%
|
|
(10,613
|
)
|
|
(15.748
|
)%
|
|
$
|
(1,841
|
)
|
|
(17.3
|
)%
|
|
|||
Goodwill and intangible asset impairment
|
—
|
|
|
—
|
%
|
|
(2,654
|
)
|
|
(3.938
|
)%
|
|
$
|
(2,654
|
)
|
|
(100.0
|
)%
|
|
|||
Interest income
|
12
|
|
|
0.024
|
%
|
|
—
|
|
|
—
|
%
|
|
$
|
12
|
|
|
—
|
%
|
|
|||
Interest expense
|
(342
|
)
|
|
(0.693
|
)%
|
|
(648
|
)
|
|
(0.962
|
)%
|
|
$
|
(306
|
)
|
|
(47.2
|
)%
|
|
|||
Other expense
|
(157
|
)
|
|
(0.318
|
)%
|
|
—
|
|
|
—
|
%
|
|
$
|
157
|
|
|
NM
|
|
|
|||
Net loss before provision for income taxes
|
$
|
(3,571
|
)
|
|
(7.235
|
)%
|
|
$
|
(8,581
|
)
|
|
(12.733
|
)%
|
|
$
|
(5,010
|
)
|
|
(58.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Performance Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gold ounces sold(1)
|
16,000
|
|
|
|
|
17,000
|
|
|
|
|
(1,000
|
)
|
|
(5.9
|
)%
|
|
||||||
Silver ounces sold(2)
|
1,067,000
|
|
|
|
|
421,000
|
|
|
|
|
646,000
|
|
|
153.4
|
%
|
|
||||||
Direct Sales ticket volume(3)
|
16,828
|
|
|
|
|
15,654
|
|
|
|
|
1,174
|
|
|
7.5
|
%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|
||||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|
||||||||||
Revenues
|
$
|
49,357
|
|
|
100.000
|
%
|
|
$
|
67,392
|
|
|
100.000
|
%
|
|
$
|
(18,035
|
)
|
|
(26.8
|
)%
|
|
|
Performance Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gold ounces sold
|
16,000
|
|
|
|
|
17,000
|
|
|
|
|
(1,000
|
)
|
|
(5.9
|
)%
|
|
||||||
Silver ounces sold
|
1,067,000
|
|
|
|
|
421,000
|
|
|
|
|
646,000
|
|
|
153.4
|
%
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||||||
Gross profit
|
$
|
5,688
|
|
|
11.524
|
%
|
|
$
|
5,334
|
|
|
7.915
|
%
|
|
$
|
354
|
|
|
6.6
|
%
|
|
Performance Metric:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Direct Sales ticket volume
|
16,828
|
|
|
|
|
15,654
|
|
|
|
|
1,174
|
|
|
7.5
|
%
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||||||
Selling, general and administrative expenses
|
$
|
(8,772
|
)
|
|
(17.773
|
)%
|
|
$
|
(10,613
|
)
|
|
(15.748
|
)%
|
|
$
|
(1,841
|
)
|
|
(17.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Goodwill and intangible asset impairment
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(2,654
|
)
|
|
(3.938
|
)%
|
|
$
|
(2,654
|
)
|
|
(100.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
||||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||||||
Interest expense
|
$
|
(342
|
)
|
|
(0.693
|
)%
|
|
$
|
(648
|
)
|
|
(0.962
|
)%
|
|
$
|
(306
|
)
|
|
(47.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
2019
|
|
2018
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Other expense
|
$
|
(157
|
)
|
|
(0.318
|
)%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
157
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019 Compared to June 30, 2018
|
|
||||||
Lines of credit
|
|
$
|
167,000
|
|
|
$
|
200,000
|
|
|
$
|
(33,000
|
)
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019 Compared to June 30, 2018
|
|
||||||
Debt Obligation - related party
|
|
$
|
—
|
|
|
$
|
7,226
|
|
|
$
|
(7,226
|
)
|
|
in thousands
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019 Compared to June 30, 2018
|
||||||
Notes payable
|
|
$
|
91,859
|
|
|
$
|
—
|
|
|
$
|
91,859
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019 Compared to June 30, 2018
|
|
||||||
Liability on borrowed metals
|
|
$
|
201,144
|
|
|
$
|
280,346
|
|
|
$
|
(79,202
|
)
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019 Compared to June 30, 2018
|
|
||||||
Product financing arrangements
|
|
$
|
94,505
|
|
|
$
|
113,940
|
|
|
$
|
(19,435
|
)
|
|
in thousands
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019 Compared to June 30, 2018
|
||||||
Secured loans receivable
|
|
$
|
125,298
|
|
|
$
|
110,424
|
|
|
$
|
14,874
|
|
in thousands
|
|
|
|
|
|
||||||||
Year ended
|
|
June 30,
2019 |
|
June 30,
2018 |
|
June 30, 2019
Compared to
June 30, 2018
|
|
||||||
Net cash (used in) provided by operating activities
|
|
$
|
(14,533
|
)
|
|
$
|
7,646
|
|
|
$
|
(22,179
|
)
|
|
Net cash used in investing activities
|
|
$
|
(14,805
|
)
|
|
$
|
(17,832
|
)
|
|
$
|
3,027
|
|
|
Net cash provided by financing activities
|
|
$
|
31,367
|
|
|
$
|
3,418
|
|
|
$
|
27,949
|
|
|
in thousands
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Inventory
|
|
$
|
292,861
|
|
|
$
|
280,116
|
|
Precious metals held under financing arrangements
|
|
208,792
|
|
|
262,566
|
|
||
|
|
501,653
|
|
|
542,682
|
|
||
|
|
|
|
|
||||
Less unhedgeable inventory:
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or net realizable value
|
|
(17
|
)
|
|
(99
|
)
|
||
Premium on metals position
|
|
(4,424
|
)
|
|
(3,530
|
)
|
||
Precious metal value not hedged
|
|
(4,441
|
)
|
|
(3,629
|
)
|
||
|
|
|
|
|
||||
|
|
497,212
|
|
|
539,053
|
|
||
|
|
|
|
|
||||
Commitments at market:
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
166,600
|
|
|
342,287
|
|
||
Open inventory sales commitments
|
|
(158,870
|
)
|
|
(138,022
|
)
|
||
Margin sale commitments
|
|
(11,652
|
)
|
|
(5,988
|
)
|
||
In-transit inventory no longer subject to market risk
|
|
(809
|
)
|
|
(1,060
|
)
|
||
Unhedgeable premiums on open commitment positions
|
|
838
|
|
|
541
|
|
||
Borrowed precious metals
|
|
(201,144
|
)
|
|
(280,346
|
)
|
||
Product financing arrangements
|
|
(94,505
|
)
|
|
(113,940
|
)
|
||
Advances on industrial metals
|
|
8,644
|
|
|
6,044
|
|
||
|
|
(290,898
|
)
|
|
(190,484
|
)
|
||
|
|
|
|
|
||||
Precious metal subject to price risk
|
|
206,314
|
|
|
348,569
|
|
||
|
|
|
|
|
||||
Precious metal subject to derivative financial instruments:
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
133,612
|
|
|
274,994
|
|
||
Precious metals futures contracts at market values
|
|
72,218
|
|
|
72,421
|
|
||
Total market value of derivative financial instruments
|
|
205,830
|
|
|
347,415
|
|
||
|
|
|
|
|
||||
Net precious metals subject to commodity price risk
|
|
$
|
484
|
|
|
$
|
1,154
|
|
in thousands
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Purchase commitments
|
|
$
|
166,600
|
|
|
$
|
342,287
|
|
Sales commitments
|
|
$
|
(158,870
|
)
|
|
$
|
(138,022
|
)
|
Margin sale commitments
|
|
$
|
(11,652
|
)
|
|
$
|
(5,988
|
)
|
Open forward contracts
|
|
$
|
133,612
|
|
|
$
|
274,994
|
|
Open futures contracts
|
|
$
|
72,218
|
|
|
$
|
72,421
|
|
Foreign exchange forward contracts
|
|
$
|
5,934
|
|
|
$
|
4,130
|
|
Index to the Consolidated Financial Statements and Notes thereof
|
|
|
Page
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
June 30,
2019 |
|
June 30,
2018 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash (1)
|
$
|
8,320
|
|
|
$
|
6,291
|
|
Receivables, net (1)
|
26,895
|
|
|
35,856
|
|
||
Derivative assets (1)
|
2,428
|
|
|
7,395
|
|
||
Secured loans receivable (1)
|
125,298
|
|
|
110,424
|
|
||
Precious metals held under financing arrangements
|
208,792
|
|
|
262,566
|
|
||
Inventories:
|
|
|
|
||||
Inventories (1)
|
198,356
|
|
|
166,176
|
|
||
Restricted inventories
|
94,505
|
|
|
113,940
|
|
||
|
292,861
|
|
|
280,116
|
|
||
|
|
|
|
||||
Income taxes receivable
|
1,473
|
|
|
1,553
|
|
||
Prepaid expenses and other assets (1)
|
2,783
|
|
|
2,782
|
|
||
Total current assets
|
668,850
|
|
|
706,983
|
|
||
|
|
|
|
||||
Plant, property and equipment, net
|
6,731
|
|
|
8,018
|
|
||
Goodwill
|
8,881
|
|
|
8,881
|
|
||
Intangibles, net
|
5,852
|
|
|
6,861
|
|
||
Long-term investments
|
11,885
|
|
|
8,388
|
|
||
Deferred tax assets - non-current
|
3,163
|
|
|
3,870
|
|
||
Total assets
|
$
|
705,362
|
|
|
$
|
743,001
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Lines of credit
|
$
|
167,000
|
|
|
$
|
200,000
|
|
Liability on borrowed metals
|
201,144
|
|
|
280,346
|
|
||
Product financing arrangements
|
94,505
|
|
|
113,940
|
|
||
Accounts payable
|
62,180
|
|
|
45,997
|
|
||
Derivative liabilities
|
9,971
|
|
|
20,457
|
|
||
Accrued liabilities (1)
|
6,137
|
|
|
5,129
|
|
||
Total current liabilities
|
540,937
|
|
|
665,869
|
|
||
Debt obligation (related party)
|
—
|
|
|
7,226
|
|
||
Notes payable (1)
|
91,859
|
|
|
—
|
|
||
Other long-term liabilities (related party)
|
—
|
|
|
798
|
|
||
Total liabilities
|
632,796
|
|
|
673,893
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of June 30, 2019 and June 30, 2018
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01; 40,000,000 shares authorized; 7,031,450 shares issued and outstanding as of June 30, 2019 and June 30, 2018
|
71
|
|
|
71
|
|
||
Additional paid-in capital
|
26,452
|
|
|
24,717
|
|
||
Retained earnings
|
43,135
|
|
|
40,910
|
|
||
Total A-Mark Precious Metals, Inc. stockholders’ equity
|
69,658
|
|
|
65,698
|
|
||
Non-controlling interest
|
2,908
|
|
|
3,410
|
|
||
Total stockholders’ equity
|
72,566
|
|
|
69,108
|
|
||
Total liabilities, non-controlling interest and stockholders’ equity
|
$
|
705,362
|
|
|
$
|
743,001
|
|
|
|
|
|
||||
(1) Includes amounts of the consolidated variable interest entity, which is presented separately in the table below.
|
|
|
Common Stock
(Shares)
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Total
A-Mark Precious Metals, Inc.
Stockholders' Equity
|
|
Non-Controlling Interest
|
|
Total Stockholders’ Equity
|
|
|||||||||||||
Balance, June 30, 2017
|
|
7,031,450
|
|
|
$
|
71
|
|
|
$
|
23,526
|
|
|
$
|
45,994
|
|
|
$
|
69,591
|
|
|
$
|
3,432
|
|
|
$
|
73,023
|
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,397
|
)
|
|
(3,397
|
)
|
|
(22
|
)
|
|
(3,419
|
)
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
1,191
|
|
|
—
|
|
|
1,191
|
|
|
—
|
|
|
1,191
|
|
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,687
|
)
|
|
(1,687
|
)
|
|
—
|
|
|
(1,687
|
)
|
|
||||||
Balance, June 30, 2018
|
|
7,031,450
|
|
|
$
|
71
|
|
|
$
|
24,717
|
|
|
$
|
40,910
|
|
|
$
|
65,698
|
|
|
$
|
3,410
|
|
|
$
|
69,108
|
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,225
|
|
|
2,225
|
|
|
37
|
|
|
2,262
|
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
1,096
|
|
|
—
|
|
|
1,096
|
|
|
—
|
|
|
1,096
|
|
|
||||||
Non-controlling ownership interest contribution
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
100
|
|
|
||||||
Transactions with non-controlling interest
|
|
—
|
|
|
—
|
|
|
639
|
|
|
—
|
|
|
639
|
|
|
(639
|
)
|
|
—
|
|
|
||||||
Balance, June 30, 2019
|
|
7,031,450
|
|
|
$
|
71
|
|
|
$
|
26,452
|
|
|
$
|
43,135
|
|
|
$
|
69,658
|
|
|
$
|
2,908
|
|
|
$
|
72,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net income (loss)
|
|
$
|
2,262
|
|
|
$
|
(3,419
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||
Provision (reversal) for doubtful accounts
|
|
(30
|
)
|
|
—
|
|
|
||
Depreciation and amortization
|
|
2,807
|
|
|
2,626
|
|
|
||
Impairment of intangible assets
|
|
—
|
|
|
2,654
|
|
|
||
Amortization of loan cost
|
|
1,192
|
|
|
1,463
|
|
|
||
Deferred income taxes
|
|
707
|
|
|
89
|
|
|
||
Interest added to principal of secured loans
|
|
(19
|
)
|
|
(48
|
)
|
|
||
Change in accrued earn-out (non-cash)
|
|
(588
|
)
|
|
(529
|
)
|
|
||
Debt extinguishment costs
|
|
45
|
|
|
—
|
|
|
||
Share-based compensation
|
|
1,096
|
|
|
1,191
|
|
|
||
Earnings from equity method investments
|
|
(1,198
|
)
|
|
(421
|
)
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||||
Receivables
|
|
8,992
|
|
|
4,044
|
|
|
||
Secured loans receivables
|
|
(1,304
|
)
|
|
385
|
|
|
||
Secured loans made to affiliates
|
|
(1,535
|
)
|
|
(12,523
|
)
|
|
||
Derivative assets
|
|
4,967
|
|
|
11,017
|
|
|
||
Income tax receivable
|
|
80
|
|
|
(1,553
|
)
|
|
||
Precious metals held under financing arrangements
|
|
53,774
|
|
|
(262,566
|
)
|
|
||
Inventories
|
|
(12,745
|
)
|
|
16,946
|
|
|
||
Prepaid expenses and other assets
|
|
(668
|
)
|
|
(1,779
|
)
|
|
||
Accounts payable
|
|
16,183
|
|
|
2,221
|
|
|
||
Derivative liabilities
|
|
(10,486
|
)
|
|
(14,125
|
)
|
|
||
Liabilities on borrowed metals
|
|
(79,202
|
)
|
|
265,772
|
|
|
||
Accrued liabilities
|
|
1,137
|
|
|
(2,381
|
)
|
|
||
Income taxes payable
|
|
—
|
|
|
(1,418
|
)
|
|
||
Net cash (used in) provided by operating activities
|
|
(14,533
|
)
|
|
7,646
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||||
Capital expenditures for plant, property, and equipment
|
|
(490
|
)
|
|
(1,317
|
)
|
|
||
Purchase of long-term investments
|
|
(2,300
|
)
|
|
—
|
|
|
||
Secured loans receivables, net
|
|
(12,015
|
)
|
|
(7,000
|
)
|
|
||
Acquisition of subsidiary, net of cash
|
|
—
|
|
|
(9,515
|
)
|
|
||
Net cash used in investing activities
|
|
(14,805
|
)
|
|
(17,832
|
)
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||||
Product financing arrangements, net
|
|
(19,435
|
)
|
|
(21,403
|
)
|
|
||
Dividends
|
|
—
|
|
|
(1,687
|
)
|
|
||
Borrowings and repayments under lines of credit, net
|
|
(33,000
|
)
|
|
20,000
|
|
|
||
Proceeds from issuance of debt obligation payable to related party
|
|
—
|
|
|
7,500
|
|
|
||
Repayments on notes payable to related party
|
|
(7,500
|
)
|
|
(500
|
)
|
|
||
Proceeds from issuance of notes payable
|
|
95,000
|
|
|
—
|
|
|
||
Debt funding issuance costs
|
|
(3,798
|
)
|
|
(492
|
)
|
|
||
Non-controlling ownership interest contribution
|
|
100
|
|
|
—
|
|
|
||
Net cash provided by financing activities
|
|
31,367
|
|
|
3,418
|
|
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
|
2,029
|
|
|
(6,768
|
)
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
|
6,291
|
|
|
13,059
|
|
|
||
Cash, cash equivalents, and restricted cash, end of period
|
|
$
|
8,320
|
|
|
$
|
6,291
|
|
|
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
|
|
|
|
|
|
||||
( - Continued from preceding page - )
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||
Interest
|
|
$
|
15,509
|
|
|
$
|
12,251
|
|
|
Income taxes paid
|
|
$
|
177
|
|
|
$
|
3,038
|
|
|
Income taxes refunds
|
|
$
|
47
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||
Interest added to principal of secured loans
|
|
$
|
19
|
|
|
$
|
48
|
|
|
Debt funding issuance costs
|
|
$
|
—
|
|
|
$
|
534
|
|
|
Investment transactions with non-controlling interest
|
|
$
|
639
|
|
|
$
|
—
|
|
|
•
|
Traditional physical trade orders — The quantity, specific product, and price are determined on the trade date. Payment or sufficient credit is verified prior to delivery of the metals on the settlement date.
|
•
|
Consignment trade orders — The Company delivers the items requested by the customer prior to establishing a firm trade order with a price. Settlement occurs and revenue is recognized once the customer confirms its order (quantity, specific product, and price) and remits full payment for the sale.
|
•
|
Provisional trade orders — The quantity and type of metal is established at the trade date, but the price is not set. The customer commits to purchasing the metals within a specified time period, usually within one year, at the then-current market price. The Company delivers the metal to the customer after receiving the customer’s deposit, which is typically based on 110% of the prevailing current spot price. The unpriced metal is subject to a margin call if the deposit falls below 105% of the value of the unpriced metal. The purchase price is established and revenue is recognized at the time the customer notifies the Company that it desires to purchase the metal.
|
•
|
Margin trade orders — The quantity, specific product, and price are determined at trade date; however, the customer is allowed to finance the transaction through the Company and to defer delivery by committing to remit a partial payment (approximately 20%) of the total order price. With the remittance of the partial payment, the customer locks in the purchase price for a specified time period (usually up to two years from the trade date). Revenue on margin trade orders is recognized when the order is paid in full and delivered to the customer.
|
•
|
Borrowed precious metals trade orders for unallocated positions — Customers may purchase unallocated metal positions in the Company's inventory. The quantity and type of metal is established at the trade date, but the specific product is not yet determined. Revenue is not recognized until the customer selects the specific precious metal product it wishes to purchase, full payment is received, and the product is delivered to the customer.
|
•
|
Secured Loans — The Company uses the effective interest method to recognize interest income on its secured loans transactions. The Company maintains a security interest in the precious metals and records interest income over the terms of the secured loan receivable. Recognition of interest income is suspended and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. The interest income accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are resolved. Cash receipts on impaired loans are recorded first against the principal and then to any unrecognized interest income. (See Note 5.)
|
•
|
Margin accounts — The Company earns a fee (interest income) under financing arrangements related to margin trade orders over the period during which customers have opted to defer making full payment on the purchase of metals.
|
•
|
Repurchase agreements — Repurchase agreements represent a form of secured financing whereby the Company sets aside specific metals for a customer and charges a fee on the outstanding value of these metals. The customer is granted the option (but not the obligation) to repurchase these metals at any time during the open reacquisition period. This fee is earned over the duration of the open reacquisition period and is classified as interest income.
|
•
|
Spot deferred trade orders — Spot deferred trade orders are a special type of forward delivery trade that enable customers to purchase or sell certain precious metals from/to the Company at an agreed upon price but, are allowed to delay remitting or taking delivery up to a maximum of two years from the date of trade. Even though the contract allows for physical delivery, it rarely occurs for this type of trade. As a result, revenue is not recorded from these transactions, because no product is delivered to the customer. Spot deferred trades are considered a type of financing transaction, where the Company earns a fee (interest income) under spot deferred arrangements over the period in which the trade is open.
|
•
|
Borrowings — The Company incurs interest expense from its lines of credit, its debt obligations, and notes payable using the effective interest method. (See Note 14.) Additionally, the Company amortizes capitalized loan costs to interest expense over the period of the loan agreement.
|
•
|
Loan servicing fees — When the Company purchases loan portfolios, the Company may have the seller service the loans that were purchased. The Company incurs a fee based on total interest charged to borrowers over the period the loans are outstanding. The servicing fee incurred by the Company is charged to interest expense.
|
•
|
Product financing arrangements — The Company incurs financing fees (classified as interest expense) from its product financing arrangements (also referred to as reverse-repurchase arrangements) with third party finance companies for the transfer and subsequent option to reacquire its precious metal inventory at a later date. These arrangements are accounted for as secured borrowings. During the term of this type of agreement, the third party charges a monthly fee as a percentage of the market value of the designated inventory, which the Company intends to reacquire in the future. No revenue is generated from these trades. The Company enters this type of transaction for additional liquidity.
|
•
|
Borrowed and leased metals fees — The Company may incur financing costs from its borrowed metal arrangements. The Company borrows precious metals (usually in the form of pool metals) from its suppliers and customers under short-term arrangements using other precious metals as collateral. Typically, during the term of these arrangements, the third party charges a monthly fee as a percentage of the market value of the metals borrowed (determined at the spot price) plus certain processing and other fees.
|
in thousands
|
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
|||||
Basic weighted average shares outstanding
|
|
7,031
|
|
|
7,031
|
|
|
|||
Effect of common stock equivalents — stock issuable under outstanding equity awards
|
|
54
|
|
|
—
|
|
(1)
|
|||
Diluted weighted average shares outstanding
|
|
7,085
|
|
|
7,031
|
|
|
|||
_________________________________
|
|
|||||||||
(1)
|
|
The Company incurred a net loss for the year ended June 30, 2018, and hence the basic and diluted EPS were the same. The inclusion of 842,515 potential common shares (outstanding stock options) in the computation of net loss per share would have been anti-dilutive.
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||
|
|
Carrying Amount
|
|
Fair value
|
|
Carrying Amount
|
|
Fair value
|
||||||||
|
|
|
|
|
||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
||||||||
Cash
|
|
$
|
8,320
|
|
|
$
|
8,320
|
|
|
$
|
6,291
|
|
|
$
|
6,291
|
|
Receivables, net
|
|
26,895
|
|
|
26,895
|
|
|
35,856
|
|
|
35,856
|
|
||||
Secured loans receivable
|
|
125,298
|
|
|
125,298
|
|
|
110,424
|
|
|
110,424
|
|
||||
Derivative asset on open sale and purchase commitments, net
|
|
2,322
|
|
|
2,322
|
|
|
2,274
|
|
|
2,274
|
|
||||
Derivative asset on option contracts
|
|
61
|
|
|
61
|
|
|
390
|
|
|
390
|
|
||||
Derivative asset on futures contracts
|
|
2
|
|
|
2
|
|
|
238
|
|
|
238
|
|
||||
Derivative asset on forward contracts
|
|
43
|
|
|
43
|
|
|
4,493
|
|
|
4,493
|
|
||||
Income taxes receivable
|
|
1,473
|
|
|
1,473
|
|
|
1,553
|
|
|
1,553
|
|
||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Lines of credit
|
|
$
|
167,000
|
|
|
$
|
167,000
|
|
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Debt obligation (related party)
|
|
—
|
|
|
—
|
|
|
7,226
|
|
|
7,226
|
|
||||
Liability on borrowed metals
|
|
201,144
|
|
|
201,144
|
|
|
280,346
|
|
|
280,346
|
|
||||
Product financing arrangements
|
|
94,505
|
|
|
94,505
|
|
|
113,940
|
|
|
113,940
|
|
||||
Derivative liability on margin accounts
|
|
2,981
|
|
|
2,981
|
|
|
3,804
|
|
|
3,804
|
|
||||
Derivative liability on price protection programs
|
|
22
|
|
|
22
|
|
|
168
|
|
|
168
|
|
||||
Derivative liability on open sale and purchase commitments, net
|
|
3,822
|
|
|
3,822
|
|
|
16,485
|
|
|
16,485
|
|
||||
Derivative liability on futures contracts
|
|
1,241
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
||||
Derivative liability on forward contracts
|
|
1,905
|
|
|
1,905
|
|
|
—
|
|
|
—
|
|
||||
Accounts payable
|
|
62,180
|
|
|
62,180
|
|
|
45,997
|
|
|
45,997
|
|
||||
Accrued liabilities
|
|
6,137
|
|
|
6,137
|
|
|
5,129
|
|
|
5,129
|
|
||||
Other long-term liabilities (related party)
|
|
—
|
|
|
—
|
|
|
798
|
|
|
798
|
|
||||
Notes payable
|
|
91,859
|
|
|
98,609
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
•
|
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, 2019
|
||||||||||||||
|
|
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)
|
|
$
|
292,844
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
292,844
|
|
Precious metals held under financing arrangements
|
|
208,792
|
|
|
—
|
|
|
—
|
|
|
208,792
|
|
||||
Derivative assets — open sale and purchase commitments, net
|
|
2,322
|
|
|
—
|
|
|
—
|
|
|
2,322
|
|
||||
Derivative assets — option contracts
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||
Derivative assets — futures contracts
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||
Derivative assets — forward contracts
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
||||
Total assets, valued at fair value
|
|
$
|
504,064
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
504,064
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
201,144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
201,144
|
|
Product financing arrangements
|
|
94,505
|
|
|
—
|
|
|
—
|
|
|
94,505
|
|
||||
Derivative liabilities — price protection programs
|
|
—
|
|
|
—
|
|
|
22
|
|
|
22
|
|
||||
Derivative liabilities — liability on margin accounts
|
|
2,981
|
|
|
—
|
|
|
—
|
|
|
2,981
|
|
||||
Derivative liabilities — open sale and purchase commitments, net
|
|
3,822
|
|
|
—
|
|
|
—
|
|
|
3,822
|
|
||||
Derivative liabilities — future contracts
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
||||
Derivative liabilities — forward contracts
|
|
1,905
|
|
|
—
|
|
|
—
|
|
|
1,905
|
|
||||
Contingent earn-out liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities, valued at fair value
|
|
$
|
305,598
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
305,620
|
|
|
|
June 30, 2018
|
||||||||||||||
|
|
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)
|
|
$
|
280,017
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
280,017
|
|
Precious metals held under financing arrangements
|
|
262,566
|
|
|
—
|
|
|
—
|
|
|
262,566
|
|
||||
Derivative assets — open sale and purchase commitments, net
|
|
2,274
|
|
|
—
|
|
|
—
|
|
|
2,274
|
|
||||
Derivative assets — option contracts
|
|
390
|
|
|
—
|
|
|
—
|
|
|
390
|
|
||||
Derivative assets — futures contracts
|
|
238
|
|
|
—
|
|
|
—
|
|
|
238
|
|
||||
Derivative assets — forward contracts
|
|
4,493
|
|
|
—
|
|
|
—
|
|
|
4,493
|
|
||||
Total assets, valued at fair value
|
|
$
|
549,978
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
549,978
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
280,346
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
280,346
|
|
Product financing arrangements
|
|
113,940
|
|
|
—
|
|
|
—
|
|
|
113,940
|
|
||||
Derivative liabilities — price protection programs
|
|
—
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||
Derivative liabilities — liability on margin accounts
|
|
3,804
|
|
|
—
|
|
|
—
|
|
|
3,804
|
|
||||
Derivative liabilities — open sale and purchase commitments, net
|
|
16,485
|
|
|
—
|
|
|
—
|
|
|
16,485
|
|
||||
Contingent earn-out liability
|
|
—
|
|
|
—
|
|
|
588
|
|
|
588
|
|
||||
Total liabilities, valued at fair value
|
|
$
|
414,575
|
|
|
$
|
—
|
|
|
$
|
756
|
|
|
$
|
415,331
|
|
4.
|
RECEIVABLES
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
|
|
|
|
|
|
||||
Customer trade receivables
|
|
$
|
13,050
|
|
|
$
|
22,813
|
|
|
Wholesale trade advances
|
|
9,704
|
|
|
10,722
|
|
|
||
Due from brokers
|
|
4,141
|
|
|
2,351
|
|
|
||
Subtotal
|
|
26,895
|
|
|
35,886
|
|
|
||
Less: allowance for doubtful accounts
|
|
—
|
|
|
(30
|
)
|
|
||
Receivables, net
|
|
$
|
26,895
|
|
|
$
|
35,856
|
|
|
|
|
|
|
|
|
5.
|
SECURED LOANS RECEIVABLE
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
|
|
|
|
|
|
||||
Secured loans originated
|
|
$
|
36,714
|
|
|
$
|
23,300
|
|
|
Secured loans originated - with a related party
|
|
14,058
|
|
|
12,523
|
|
|
||
|
|
50,772
|
|
|
35,823
|
|
|
||
Secured loans acquired
|
|
74,526
|
|
(1)
|
74,601
|
|
(2)
|
||
Secured loans
|
|
$
|
125,298
|
|
|
$
|
110,424
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||||||||
Bullion
|
|
$
|
92,899
|
|
|
74.1
|
%
|
|
$
|
72,128
|
|
|
65.3
|
%
|
|
Numismatic and semi-numismatic
|
|
32,399
|
|
|
25.9
|
|
|
38,296
|
|
|
34.7
|
|
|
||
|
|
$
|
125,298
|
|
|
100.0
|
%
|
|
$
|
110,424
|
|
|
100.0
|
%
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||
Loan-to-value of 75% or more
|
|
$
|
59,258
|
|
|
47.3
|
%
|
|
$
|
69,629
|
|
|
63.1
|
%
|
Loan-to-value of less than 75%
|
|
66,040
|
|
|
52.7
|
|
|
40,795
|
|
|
36.9
|
|
||
Secured loans collateralized by precious metal products
|
|
$
|
125,298
|
|
|
100.0
|
%
|
|
$
|
110,424
|
|
|
100.0
|
%
|
6.
|
INVENTORIES
|
in thousands
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Inventory held for sale
|
|
$
|
106,165
|
|
|
$
|
32,605
|
|
Repurchase arrangements with customers
|
|
65,516
|
|
|
104,907
|
|
||
Consignment arrangements with customers
|
|
4,896
|
|
|
10,785
|
|
||
Commemorative coins, held at lower of cost or net realizable value
|
|
17
|
|
|
99
|
|
||
Borrowed precious metals
|
|
21,762
|
|
|
17,780
|
|
||
Product financing arrangements, restricted
|
|
94,505
|
|
|
113,940
|
|
||
|
|
$
|
292,861
|
|
|
$
|
280,116
|
|
in thousands
|
|
|
|
|
|
||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||||
Office furniture, and fixtures
|
|
$
|
2,080
|
|
|
$
|
2,056
|
|
|
||
Computer equipment
|
|
798
|
|
|
757
|
|
|
||||
Computer software
|
|
4,111
|
|
|
3,471
|
|
|
||||
Plant equipment
|
|
2,872
|
|
|
2,701
|
|
|
||||
Building
|
|
319
|
|
|
315
|
|
|
||||
Leasehold improvements
|
|
2,804
|
|
|
2,796
|
|
|
||||
Total depreciable assets
|
|
12,984
|
|
|
12,096
|
|
|
||||
Less: accumulated depreciation
|
|
(7,395
|
)
|
|
(5,597
|
)
|
|
||||
Property and equipment not placed in service
|
|
1,106
|
|
|
1,483
|
|
|
||||
Land
|
|
36
|
|
|
36
|
|
|
||||
Plant, property and equipment, net
|
|
$
|
6,731
|
|
|
$
|
8,018
|
|
|
•
|
In connection with the acquisition of A-Mark by SGI in July 2005, the accounts of the Company were adjusted using the push down basis of accounting to recognize the allocation of the consideration paid to the respective net assets acquired. In accordance with the push down basis of accounting, the Company's net assets were adjusted to their fair values as of the date of the acquisition based upon an independent appraisal.
|
•
|
In connection with the Company's business combination with AMST in August 2016, the Company recorded an additional $2.5 million and $4.3 million of identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. The Company’s investment in AMST has resulted in synergies between the acquired minting operation and the Company’s established distribution network by providing a more steady and reliable fabricated source of silver during times of market volatility. The Company considers that much of the acquired goodwill relates to the “ready state” of AMST's established minting operation with existing quality processes, procedures, and ability to scale production to meet market needs.
|
•
|
In connection with the Company's acquisition of Goldline in August 2017, the Company recorded $5.0 million and $1.4 million of additional identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. The Company’s investment in Goldline created synergies between Goldline's direct marketing operation and the Company’s established distribution network, secured storage and lending operations that has led to increased product margin spreads, lower distribution and storage costs for Goldline.
|
dollar amounts in thousands
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||||||||||
|
Estimated Useful Lives (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net Book Value
|
||||||||||||||||
Identifiable intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Existing customer relationships
|
5 - 15
|
|
$
|
8,848
|
|
|
$
|
(6,376
|
)
|
|
$
|
—
|
|
|
$
|
2,472
|
|
|
$
|
8,848
|
|
|
$
|
(5,467
|
)
|
|
$
|
—
|
|
|
$
|
3,381
|
|
Non-compete and other
|
3 - 5
|
|
2,300
|
|
|
(2,122
|
)
|
|
—
|
|
|
178
|
|
|
2,300
|
|
|
(2,056
|
)
|
|
—
|
|
|
244
|
|
||||||||
Employment agreement
|
3
|
|
295
|
|
|
(256
|
)
|
|
—
|
|
|
39
|
|
|
295
|
|
|
(222
|
)
|
|
—
|
|
|
73
|
|
||||||||
Intangibles subject to amortization
|
|
11,443
|
|
|
(8,754
|
)
|
|
—
|
|
|
2,689
|
|
|
11,443
|
|
|
(7,745
|
)
|
|
—
|
|
|
3,698
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Trade name
|
Indefinite
|
|
$
|
4,454
|
|
|
$
|
—
|
|
|
$
|
(1,291
|
)
|
|
$
|
3,163
|
|
|
$
|
4,454
|
|
|
$
|
—
|
|
|
$
|
(1,291
|
)
|
|
$
|
3,163
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Identifiable intangible assets
|
|
$
|
15,897
|
|
|
$
|
(8,754
|
)
|
|
$
|
(1,291
|
)
|
|
$
|
5,852
|
|
|
$
|
15,897
|
|
|
$
|
(7,745
|
)
|
|
$
|
(1,291
|
)
|
|
$
|
6,861
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Goodwill
|
Indefinite
|
|
$
|
10,245
|
|
|
$
|
—
|
|
|
$
|
(1,364
|
)
|
|
$
|
8,881
|
|
|
$
|
10,245
|
|
|
$
|
—
|
|
|
$
|
(1,364
|
)
|
|
$
|
8,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
|
LONG-TERM INVESTMENTS
|
|
in thousands
|
|
|
|
|
|
||||
|
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Trade payables to customers
|
|
$
|
1,246
|
|
|
$
|
175
|
|
|
|
Advances from customers
|
|
57,643
|
|
|
42,615
|
|
|
|||
Deferred revenue
|
|
1,592
|
|
|
2,107
|
|
|
|||
Other accounts payable
|
|
1,699
|
|
|
1,100
|
|
|
|||
|
|
|
$
|
62,180
|
|
|
$
|
45,997
|
|
|
11.
|
DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
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
|
|
$
|
2,874
|
|
|
$
|
(552
|
)
|
|
$
|
—
|
|
|
$
|
2,322
|
|
|
$
|
2,602
|
|
|
$
|
(328
|
)
|
|
$
|
—
|
|
|
$
|
2,274
|
|
Option contracts
|
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
390
|
|
|
—
|
|
|
—
|
|
|
390
|
|
||||||||
Future contracts
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
238
|
|
|
—
|
|
|
—
|
|
|
238
|
|
||||||||
Forward contracts
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
4,577
|
|
|
(84
|
)
|
|
—
|
|
|
4,493
|
|
||||||||
|
|
$
|
2,980
|
|
|
$
|
(552
|
)
|
|
$
|
—
|
|
|
$
|
2,428
|
|
|
$
|
7,807
|
|
|
$
|
(412
|
)
|
|
$
|
—
|
|
|
$
|
7,395
|
|
Nettable derivative liabilities:
|
||||||||||||||||||||||||||||||||
Open sale and purchase commitments
|
|
$
|
4,093
|
|
|
$
|
(271
|
)
|
|
$
|
—
|
|
|
$
|
3,822
|
|
|
$
|
17,132
|
|
|
$
|
(647
|
)
|
|
$
|
—
|
|
|
$
|
16,485
|
|
Margin accounts
|
|
11,652
|
|
|
—
|
|
|
(8,671
|
)
|
|
2,981
|
|
|
5,988
|
|
|
—
|
|
|
(2,184
|
)
|
|
3,804
|
|
||||||||
Liability of price protection programs
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
168
|
|
||||||||
Future contracts
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Forward contracts
|
|
2,044
|
|
|
(139
|
)
|
|
—
|
|
|
1,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
19,052
|
|
|
$
|
(410
|
)
|
|
$
|
(8,671
|
)
|
|
$
|
9,971
|
|
|
$
|
23,288
|
|
|
$
|
(647
|
)
|
|
$
|
(2,184
|
)
|
|
$
|
20,457
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Gains (losses) on derivative instruments:
|
|
||||||||
Unrealized (losses) gains on open future commodity and forward contracts and open sale and purchase commitments, net
|
|
$
|
(126
|
)
|
|
$
|
2,351
|
|
|
Realized (losses) gains on future commodity contracts, net
|
|
(942
|
)
|
|
13,271
|
|
|
||
|
|
$
|
(1,068
|
)
|
|
$
|
15,622
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Inventory
|
|
$
|
292,861
|
|
|
$
|
280,116
|
|
|
Precious metals held under financing arrangements
|
|
208,792
|
|
|
262,566
|
|
|
||
|
|
501,653
|
|
|
542,682
|
|
|
||
|
|
|
|
|
|
||||
Less unhedgeable inventory:
|
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or net realizable value
|
|
(17
|
)
|
|
(99
|
)
|
|
||
Premium on metals position
|
|
(4,424
|
)
|
|
(3,530
|
)
|
|
||
Precious metal value not hedged
|
|
(4,441
|
)
|
|
(3,629
|
)
|
|
||
|
|
|
|
|
|
||||
|
|
497,212
|
|
|
539,053
|
|
|
||
|
|
|
|
|
|
||||
Commitments at market:
|
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
166,600
|
|
|
342,287
|
|
|
||
Open inventory sales commitments
|
|
(158,870
|
)
|
|
(138,022
|
)
|
|
||
Margin sale commitments
|
|
(11,652
|
)
|
|
(5,988
|
)
|
|
||
In-transit inventory no longer subject to market risk
|
|
(809
|
)
|
|
(1,060
|
)
|
|
||
Unhedgeable premiums on open commitment positions
|
|
838
|
|
|
541
|
|
|
||
Borrowed precious metals
|
|
(201,144
|
)
|
|
(280,346
|
)
|
|
||
Product financing arrangements
|
|
(94,505
|
)
|
|
(113,940
|
)
|
|
||
Advances on industrial metals
|
|
8,644
|
|
|
6,044
|
|
|
||
|
|
(290,898
|
)
|
|
(190,484
|
)
|
|
||
|
|
|
|
|
|
||||
Precious metal subject to price risk
|
|
206,314
|
|
|
348,569
|
|
|
||
|
|
|
|
|
|
||||
Precious metal subject to derivative financial instruments:
|
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
133,612
|
|
|
274,994
|
|
|
||
Precious metals futures contracts at market values
|
|
72,218
|
|
|
72,421
|
|
|
||
Total market value of derivative financial instruments
|
|
205,830
|
|
|
347,415
|
|
|
||
|
|
|
|
|
|
||||
Net precious metals subject to commodity price risk
|
|
$
|
484
|
|
|
$
|
1,154
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Purchase commitments
|
|
$
|
166,600
|
|
|
$
|
342,287
|
|
|
Sales commitments
|
|
$
|
(158,870
|
)
|
|
$
|
(138,022
|
)
|
|
Margin sales commitments
|
|
$
|
(11,652
|
)
|
|
$
|
(5,988
|
)
|
|
Open forward contracts
|
|
$
|
133,612
|
|
|
$
|
274,994
|
|
|
Open futures contracts
|
|
$
|
72,218
|
|
|
$
|
72,421
|
|
|
in thousands
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Foreign exchange forward contracts
|
|
$
|
5,934
|
|
|
$
|
4,130
|
|
Open sale and purchase commitment transactions, net
|
|
$
|
4,667
|
|
|
$
|
3,026
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
U.S.
|
|
$
|
3,251
|
|
|
$
|
(3,446
|
)
|
|
Foreign
|
|
26
|
|
|
35
|
|
|
||
Net income (loss) before provision for income taxes
|
|
$
|
3,277
|
|
|
$
|
(3,411
|
)
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
|||||
|
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Federal income tax
|
|
$
|
688
|
|
|
$
|
(957
|
)
|
|
|
State tax, net of federal benefit
|
|
291
|
|
|
(98
|
)
|
|
|||
Uncertain tax positions
|
|
69
|
|
|
(50
|
)
|
|
|||
Change in valuation allowance
|
|
—
|
|
|
(56
|
)
|
|
|||
Tax Act (1)
|
|
—
|
|
|
1,244
|
|
|
|||
Other
|
|
(33
|
)
|
|
(75
|
)
|
|
|||
Provision for income taxes
|
|
$
|
1,015
|
|
|
$
|
8
|
|
|
|
_________________________________
|
|
|
|
|
|
|||||
(1)
|
During the year ended June 30, 2018, our Federal income tax statutory rate decreased from 35.00% to 28.06% as a result of the "Tax Act", which became effective for the Company starting in our second quarter of fiscal 2018. The Tax Act required the Company to record an one-time revaluation tax charge to reduce our net deferred tax assets based on the newly enacted corporate tax rate of 21.00%. The 28.06% tax rate was a blended rate based on the Company's fiscal year applied pursuant to IRS guidance.
|
|
in thousands
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
Accrued compensation
|
|
$
|
108
|
|
|
$
|
86
|
|
Deferred rent
|
|
230
|
|
|
236
|
|
||
Unrealized loss on open purchase and sale commitments
|
|
—
|
|
|
2,351
|
|
||
Stock-based compensation
|
|
902
|
|
|
635
|
|
||
State tax accrual
|
|
1
|
|
|
37
|
|
||
Net operating loss carry forwards
|
|
3,077
|
|
|
1,657
|
|
||
Fixed assets
|
|
23
|
|
|
—
|
|
||
Other
|
|
109
|
|
|
141
|
|
||
Deferred tax assets
|
|
4,450
|
|
|
5,143
|
|
||
|
|
|
|
|
||||
Intangible assets
|
|
(324
|
)
|
|
(206
|
)
|
||
Unrealized gain on futures and forward contracts
|
|
—
|
|
|
(146
|
)
|
||
Fixed assets
|
|
—
|
|
|
(5
|
)
|
||
Inventories
|
|
—
|
|
|
(319
|
)
|
||
Earnings from equity method investment
|
|
(569
|
)
|
|
(283
|
)
|
||
Investment in LLC. taxed as a partnership
|
|
(387
|
)
|
|
(287
|
)
|
||
Other
|
|
(7
|
)
|
|
(27
|
)
|
||
Deferred tax liabilities
|
|
(1,287
|
)
|
|
(1,273
|
)
|
||
|
|
|
|
|
||||
Net deferred tax asset
|
|
$
|
3,163
|
|
|
$
|
3,870
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
||||
Years Ended June 30,
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
147
|
|
|
$
|
197
|
|
Reductions due to lapse of statute of limitations
|
|
(12
|
)
|
|
(2
|
)
|
||
Additions (reductions) as a results of tax positions of prior years
|
|
81
|
|
|
(48
|
)
|
||
Ending balance
|
|
$
|
216
|
|
|
$
|
147
|
|
|
|
|
|
|
•
|
Utah State — for Years Ended: June 30, 2011 through June 30, 2013. SGI and the Company filed consolidated tax returns when the Company was a subsidiary of SGI, and SGI's consolidated tax returns remain under exam with the State of Utah. We are unable to determine the outcome of this exam at this time.
|
•
|
Utah State — for Years Ended: June 30, 2014 through June 30, 2017. The Company's separately filed Utah State tax returns remain under exam. The Company is unable to determine the outcome at this time.
|
•
|
Internal Revenue Service — for Year Ended: June 30, 2015. In fiscal 2019, the Internal Revenue Service ("IRS") closed its examination of our tax filing. The impact of the IRS examination was immaterial to the financial statements.
|
•
|
New York State — for Years Ended: June 30, 2014 through June 30, 2016. In fiscal 2019, the New York Department of Taxation and Finance closed its examination of our New York State tax returns. The impact of this examination was immaterial to the financial statements.
|
1)
|
Stack’s Bowers Numismatics LLC. ("Stack's Bowers Galleries"). Stack's Bowers Galleries is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI"). In March 2014, SGI distributed all of the shares of common stock of A-Mark to its stockholders, effecting a spinoff of A-Mark from SGI. As a result of this distribution the Company became a publicly traded company independent from SGI. Also, SGI and the Company have a common chief executive officer.
|
2)
|
SilverTowne, L.P. SilverTowne L.P. is a non-controlling owner of AMST (i.e., the Company's minting operations).
|
3)
|
Equity method investees. The Company has three investments in privately-held entities, each of which is a precious metals retailer and customer of the Company. For each of these entities, the Company has: 1) an exclusive supplier agreement, for which these entities have agreed to purchase all bullion products required for their businesses exclusively from A-Mark, subject to certain limitations; 2) a product fulfillment services and storage agreement; and 3) the right to appoint a director to the entity's board of directors (which has been exercised in each case).
|
4)
|
Goldline Lenders . In connection with the acquisition of Goldline, the Company entered into a privately placed credit facility with various lenders, which included some members of the Company's board of directors.
|
in thousands
|
|
|
|
|
|
||||||||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||||||||||
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
||||||||
Stack's Bowers Galleries
|
|
$
|
30,418
|
|
|
$
|
36,946
|
|
|
$
|
50,512
|
|
|
$
|
344,348
|
|
|
Equity method investees
|
|
508,552
|
|
|
16,679
|
|
|
468,200
|
|
|
10,790
|
|
|
||||
SilverTowne
|
|
12,914
|
|
|
1,611
|
|
|
14,921
|
|
|
7,696
|
|
|
||||
|
|
$
|
551,884
|
|
|
$
|
55,236
|
|
|
$
|
533,633
|
|
|
$
|
362,834
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Interest income from secured loans receivables
|
|
$
|
1,058
|
|
|
$
|
290
|
|
|
Interest income from finance products and repurchase arrangements
|
|
6,275
|
|
|
4,246
|
|
|
||
|
|
$
|
7,333
|
|
|
$
|
4,536
|
|
|
|
|
|
|
|
|
14.
|
FINANCING AGREEMENTS
|
Years ending June 30,
|
|
Operating
|
|
Capital
|
|
||||
2020
|
|
1,488
|
|
|
22
|
|
|
||
2021
|
|
1,526
|
|
|
22
|
|
|
||
2022
|
|
1,313
|
|
|
12
|
|
|
||
2023
|
|
834
|
|
|
—
|
|
|
||
2024
|
|
860
|
|
|
|
|
|||
Thereafter
|
|
1,184
|
|
|
—
|
|
|
||
|
|
$
|
7,205
|
|
|
56
|
|
|
|
Less amounts representing interest
|
|
|
|
(3
|
)
|
|
|||
|
|
|
|
$
|
53
|
|
|
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||
Average volatility
|
|
35.8
|
%
|
|
36.0
|
%
|
|
Risk-free interest rate
|
|
2.8
|
%
|
|
1.8
|
%
|
|
Weighted-average expected life in years
|
|
6.05
|
|
|
5.74
|
|
|
Estimated dividend annual yield rate
|
|
—
|
%
|
|
2.5
|
%
|
|
|
|
Options
|
|
Weighted Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value
(in thousands)
|
|
Weighted Average Grant Date Fair Value Per Award
|
|||||||||
Outstanding at June 30, 2018
|
|
842,515
|
|
|
$
|
17.59
|
|
|
$
|
821
|
|
|
$
|
5.99
|
|
||
Granted
|
|
115,050
|
|
|
$
|
13.38
|
|
|
|
|
|
||||||
Cancellations, expirations and forfeitures
|
|
(567
|
)
|
|
$
|
15.93
|
|
|
|
|
|
||||||
Outstanding at June 30, 2019
|
|
956,998
|
|
|
$
|
17.08
|
|
|
$
|
787
|
|
|
$
|
5.88
|
|
||
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable at June 30, 2019
|
|
718,281
|
|
|
$
|
17.26
|
|
|
$
|
773
|
|
|
$
|
6.08
|
|
||
|
|
|
|
|
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
|
|
|
3.35
|
|
$
|
8.39
|
|
|
134,239
|
|
|
3.35
|
|
$
|
8.39
|
|
$
|
10.01
|
|
|
$
|
15.00
|
|
|
253,838
|
|
|
6.83
|
|
$
|
12.75
|
|
|
115,555
|
|
|
4.08
|
|
$
|
12.20
|
|
$
|
15.01
|
|
|
$
|
25.00
|
|
|
468,921
|
|
|
7.15
|
|
$
|
20.12
|
|
|
393,487
|
|
|
7.05
|
|
$
|
20.20
|
|
$
|
25.01
|
|
|
$
|
60.00
|
|
|
100,000
|
|
|
6.65
|
|
$
|
25.50
|
|
|
75,000
|
|
|
6.65
|
|
$
|
25.50
|
|
|
|
|
|
956,998
|
|
|
6.48
|
|
$
|
17.08
|
|
|
718,281
|
|
|
5.84
|
|
$
|
17.26
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||
|
|
|
|
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Total accounts receivable, net
|
|
$
|
26,895
|
|
|
100.0
|
%
|
|
$
|
35,856
|
|
|
100.0
|
%
|
Customer concentrations
|
|
|
|
|
|
|
|
|
||||||
Customer A
|
|
$
|
6,506
|
|
|
24.1
|
%
|
|
$
|
7,468
|
|
|
20.8
|
%
|
Customer B
|
|
2,757
|
|
|
10.3
|
|
|
—
|
|
|
—
|
|
||
Customer C
|
|
3,752
|
|
|
14.0
|
|
|
425
|
|
|
1.2
|
|
||
|
|
$
|
13,015
|
|
|
48.4
|
%
|
|
$
|
7,893
|
|
|
22.0
|
%
|
18.
|
SEGMENTS AND GEOGRAPHIC INFORMATION
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Revenue by segment (1)(2)
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services (3)
|
|
$
|
4,733,800
|
|
|
$
|
7,538,856
|
|
|
Direct Sales
|
|
49,357
|
|
(a)
|
67,392
|
|
(b)
|
||
Total revenue
|
|
$
|
4,783,157
|
|
|
$
|
7,606,248
|
|
|
|
|
|
|
|
|
||||
_________________________________
|
|
|
|
|
|
||||
(1) Intercompany purchases from and sales to the Direct Sales segment are transacted at Wholesale Trading & Ancillary Services segment's prices, which is consistent with arms-length transactions with third-parties.
|
|
||||||||
|
|
||||||||
(2) The Secured Lending segment earns interest income from its lending activity and earns no revenue from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.
|
|
||||||||
(3) The elimination of intercompany sales are reflected in the Wholesale Trading & Ancillary Services segment.
|
|
||||||||
|
|
|
|
|
|
||||
(a) Includes $0.9 million of intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment.
|
|
||||||||
|
|
|
|
|
|
||||
(b) Includes $22.5 million of intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment.
|
|
||||||||
|
|
|
|
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Gross profit by segment(1)
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
26,270
|
|
|
$
|
24,109
|
|
|
Direct Sales
|
|
5,688
|
|
|
5,334
|
|
|
||
Total gross profit
|
|
$
|
31,958
|
|
|
$
|
29,443
|
|
|
Gross margin percentage by segment(1)
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
0.555
|
%
|
|
0.320
|
%
|
|
||
Direct Sales
|
|
11.524
|
%
|
|
7.915
|
%
|
|
||
Weighted average gross margin percentage
|
|
0.668
|
%
|
|
0.387
|
%
|
|
||
|
|
|
|
|
|
||||
_________________________________
|
|
|
|
|
|
||||
(1) The Secured Lending segment earns interest income from its lending activity and earns no gross profit from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.
|
|
||||||||
|
|
|
|
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Operating income and (expenses) by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
$
|
(22,274
|
)
|
|
$
|
(21,096
|
)
|
|
Interest income
|
|
$
|
8,601
|
|
|
$
|
6,473
|
|
|
Interest expense
|
|
$
|
(9,626
|
)
|
|
$
|
(7,778
|
)
|
|
Other income, net
|
|
$
|
1,749
|
|
|
$
|
984
|
|
|
Secured Lending
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
$
|
(1,456
|
)
|
|
$
|
(1,689
|
)
|
|
Interest income
|
|
$
|
10,657
|
|
|
$
|
9,632
|
|
|
Interest expense
|
|
$
|
(7,178
|
)
|
|
$
|
(5,465
|
)
|
|
Other income, net
|
|
$
|
105
|
|
|
$
|
—
|
|
|
Direct Sales
|
|
|
|
|
|
||||
Selling, general and administrative expenses
|
|
$
|
(8,772
|
)
|
|
$
|
(10,613
|
)
|
|
Goodwill and intangible asset impairment
|
|
$
|
—
|
|
|
$
|
(2,654
|
)
|
|
Interest income
|
|
$
|
12
|
|
|
$
|
—
|
|
|
Interest expense
|
|
$
|
(342
|
)
|
|
$
|
(648
|
)
|
|
Other expense, net
|
|
$
|
(157
|
)
|
|
$
|
—
|
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Net (loss) income before provision for income taxes by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
4,720
|
|
|
$
|
2,692
|
|
|
Secured Lending
|
|
2,128
|
|
|
2,478
|
|
|
||
Direct Sales
|
|
(3,571
|
)
|
|
(8,581
|
)
|
|
||
Total net income (loss) before provision for income taxes
|
|
$
|
3,277
|
|
|
$
|
(3,411
|
)
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Depreciation and amortization by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
(1,576
|
)
|
|
$
|
(1,560
|
)
|
|
Secured Lending
|
|
(18
|
)
|
|
(3
|
)
|
|
||
Direct Sales
|
|
(1,213
|
)
|
|
(1,063
|
)
|
|
||
Total depreciation and amortization
|
|
$
|
(2,807
|
)
|
|
$
|
(2,626
|
)
|
|
in thousands
|
|
|
|
||||||
Years Ended June 30,
|
|
2019
|
|
2018
|
|
||||
Advertising expense by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
(515
|
)
|
|
$
|
(553
|
)
|
|
Secured Lending
|
|
(13
|
)
|
|
(28
|
)
|
|
||
Direct Sales
|
|
(1,933
|
)
|
|
(2,653
|
)
|
|
||
Total advertising expense
|
|
$
|
(2,461
|
)
|
|
$
|
(3,234
|
)
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Precious metals held under financing arrangements by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
208,792
|
|
|
$
|
262,566
|
|
|
Total precious metals held under financing arrangements
|
|
$
|
208,792
|
|
|
$
|
262,566
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Inventories by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
285,250
|
|
|
$
|
272,034
|
|
|
Direct Sales
|
|
7,611
|
|
|
8,082
|
|
|
||
Total inventories
|
|
$
|
292,861
|
|
|
$
|
280,116
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Inventories by geographic region
|
|
|
|
|
|
||||
United States
|
|
$
|
280,924
|
|
|
$
|
273,008
|
|
|
Europe
|
|
3,944
|
|
|
1,965
|
|
|
||
North America, excluding United States
|
|
7,452
|
|
|
4,976
|
|
|
||
Asia
|
|
541
|
|
|
167
|
|
|
||
Total inventories
|
|
$
|
292,861
|
|
|
$
|
280,116
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Assets by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
561,902
|
|
|
$
|
616,522
|
|
|
Secured Lending
|
|
130,143
|
|
|
111,304
|
|
|
||
Direct Sales
|
|
13,317
|
|
|
15,175
|
|
|
||
Total assets
|
|
$
|
705,362
|
|
|
$
|
743,001
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Assets by geographic region
|
|
|
|
|
|
||||
United States
|
|
$
|
689,287
|
|
|
$
|
733,131
|
|
|
Europe
|
|
8,082
|
|
|
4,727
|
|
|
||
North America, excluding United States
|
|
7,452
|
|
|
4,976
|
|
|
||
Asia
|
|
541
|
|
|
167
|
|
|
||
Total assets
|
|
$
|
705,362
|
|
|
$
|
743,001
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Long-term assets by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
32,816
|
|
|
$
|
31,328
|
|
|
Secured Lending
|
|
280
|
|
|
102
|
|
|
||
Direct Sales
|
|
3,416
|
|
|
4,588
|
|
|
||
Total long-term assets
|
|
$
|
36,512
|
|
|
$
|
36,018
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Long-term assets by geographic region
|
|
|
|
|
|
||||
United States
|
|
$
|
36,459
|
|
|
$
|
35,965
|
|
|
Europe
|
|
53
|
|
|
53
|
|
|
||
Total long-term assets
|
|
$
|
36,512
|
|
|
$
|
36,018
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
June 30, 2019
|
|
June 30, 2018
|
|
||||
Goodwill and Intangibles by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
12,087
|
|
|
$
|
12,516
|
|
|
Direct Sales
|
|
2,646
|
|
|
3,226
|
|
|
||
Total goodwill and intangible assets
|
|
$
|
14,733
|
|
|
$
|
15,742
|
|
|
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.
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
Index to Consolidated Financial Statements
|
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Stockholders' Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
2.
|
Financial Statements Schedules
|
3.
|
Exhibits required to be filed by Item 601 of Regulation S-K
|
|
|
|
|
|
|
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|||||
|
|
|
|
|
|
|
|
A-MARK PRECIOUS METALS, INC.
|
|
||
Date:
|
September 13, 2019
|
By:
|
/s/ Gregory N. Roberts
|
|
|
|
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
A-MARK PRECIOUS METALS, INC.
|
|
||
Date:
|
September 13, 2019
|
By:
|
/s/ Cary Dickson
|
|
|
|
|
|
Name:
|
Cary Dickson
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
||||
|
|
|
|
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
/s/ Jeffrey D. Benjamin
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Chairman of the Board
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September 13, 2019
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Jeffrey D. Benjamin
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/s/ Gregory N. Roberts
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Chief Executive Officer and Director
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September 13, 2019
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Gregory N. Roberts
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(Principal Executive Officer)
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/s/ Cary Dickson
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Chief Financial Officer
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September 13, 2019
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Cary Dickson
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(Principal Financial Officer)
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/s/ Ellis Landau
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Director
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September 13, 2019
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Ellis Landau
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/s/ Beverley Lepine
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Director
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September 13, 2019
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Beverley Lepine
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/s/ William Montgomery
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Director
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September 13, 2019
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William Montgomery
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/s/ John U. Moorhead
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Director
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September 13, 2019
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John U. Moorhead
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/s/ Jess M. Ravich
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Director
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September 13, 2019
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Jess M. Ravich
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Regulation S-K
Exhibit Table Item No. |
|
Description of Exhibit
|
||
2
|
.1
|
**
|
|
|
3
|
.1
|
**
|
|
|
3
|
.2
|
**
|
|
|
10
|
.1
|
**
|
|
|
10
|
.2
|
**
|
|
|
10
|
.3
|
**
|
|
|
10
|
.4
|
**
|
|
|
10
|
.5
|
**
|
|
|
10
|
.6
|
**
|
|
|
10
|
.7
|
**
|
|
|
10
|
.8
|
**
|
|
|
10
|
.9
|
**
|
|
|
10
|
.10
|
**
|
|
|
10
|
.11
|
**
|
|
|
10
|
.12
|
**
|
|
|
10
|
.13
|
**
|
|
|
10
|
.14
|
**
|
|
|
10
|
.15
|
**
|
|
|
10
|
.16
|
**
|
|
|
10
|
.17
|
**
|
|
|
21
|
|
*
|
|
|
31
|
.1
|
*
|
|
|
31
|
.2
|
*
|
|
|
32
|
.1
|
*
|
|
|
32
|
.2
|
*
|
|
|
101
|
.INS
|
*
|
|
XBRL Instance Document.
|
101
|
.SCH
|
*
|
|
XBRL Taxonomy Extension Calculation Schema Document.
|
Regulation S-K
Exhibit Table Item No. |
|
Description of Exhibit
|
||
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
|
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Name of Subsidiary
|
|
Jurisdiction of Incorporation
|
Collateral Finance Corporation
|
|
Delaware
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A-Mark Trading AG
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Austria
|
Transcontinental Depository Services, LLC
|
|
Delaware
|
A-M Global Logistics, LLC
|
|
Delaware
|
AM&ST Associates, LLC
|
|
Delaware (69% owned)
|
Goldline Inc.
|
|
Delaware
|
AM Capital Funding, LLC
|
|
Delaware
|
AM IP Assets, LLC
|
|
Delaware
|
AM Services, Inc.
|
|
Delaware
|
Precious Metals Purchasing Partners, LLC
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|
Delaware (50% owned)
|
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
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(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 13, 2019
|
/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 13, 2019
|
/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 13, 2019
|
/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 13, 2019
|
/s/ Cary Dickson
|
|
||
|
|
Name:
|
Cary Dickson
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|