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Share Name | Share Symbol | Market | Type |
---|---|---|---|
A Mark Precious Metals Inc | NASDAQ:AMRK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.04 | -0.11% | 37.12 | 36.66 | 38.67 | 38.28 | 36.95 | 37.33 | 389,494 | 01:00:00 |
|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
(State of Incorporation)
|
|
11-2464169
(IRS Employer I.D. No.)
|
Title of each class
Common Stock, $0.01 par value
|
|
Name of each exchange on which registered
NASDAQ Global Select Market
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
|
Yes.
þ
No.
¨
|
|
|
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
|
|
Yes.
þ
No.
¨
|
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.
|
|
¨
|
|
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
|
Yes.
¨
No.
þ
|
|
|
|
As of May 7, 2018, the registrant had 7,031,450 shares of common stock outstanding, par value $0.01 per share.
|
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|
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Page
|
PART I
|
|
|
|
|
Item 1.
|
Condensed Consolidated Financial Statements
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
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Item 4.
|
Controls and Procedures
|
|
|
|
|
|
PART II
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
Item 1A.
|
Risk Factors
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
|
Item 3.
|
Defaults upon Senior Securities
|
|
|
Item 4.
|
Mine Safety Disclosures
|
|
|
Item 5.
|
Other Information
|
|
|
Item 6.
|
Exhibits
|
|
Signatures
|
|
|
Index to the Condensed Consolidated Financial Statements
|
|
|
Page
|
|
|
|
March 31,
2018 |
|
June 30,
2017 |
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
4,941
|
|
|
$
|
13,059
|
|
Receivables, net
|
41,260
|
|
|
39,295
|
|
||
Derivative assets
|
7,635
|
|
|
17,587
|
|
||
Secured loans receivable
|
109,493
|
|
|
91,238
|
|
||
|
|
|
|
||||
Inventories:
|
|
|
|
||||
Inventories
|
402,047
|
|
|
149,316
|
|
||
Restricted inventories
|
97,370
|
|
|
135,343
|
|
||
|
499,417
|
|
|
284,659
|
|
||
|
|
|
|
||||
Income taxes receivable
|
1,521
|
|
|
—
|
|
||
Prepaid expenses and other assets
|
3,509
|
|
|
1,183
|
|
||
Total current assets
|
667,776
|
|
|
447,021
|
|
||
|
|
|
|
||||
Plant, property and equipment, net
|
7,863
|
|
|
6,607
|
|
||
Goodwill
|
10,331
|
|
|
8,881
|
|
||
Intangibles, net
|
8,405
|
|
|
4,065
|
|
||
Long-term investments
|
8,245
|
|
|
7,967
|
|
||
Deferred tax assets - non-current
|
4,198
|
|
|
3,959
|
|
||
Total assets
|
$
|
706,818
|
|
|
$
|
478,500
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Lines of credit
|
$
|
210,000
|
|
|
$
|
180,000
|
|
Liability on borrowed metals
|
243,295
|
|
|
5,625
|
|
||
Product financing arrangements
|
97,370
|
|
|
135,343
|
|
||
Accounts payable
|
51,833
|
|
|
41,947
|
|
||
Derivative liabilities
|
18,171
|
|
|
34,582
|
|
||
Note payable (related party)
|
—
|
|
|
500
|
|
||
Accrued liabilities
|
6,042
|
|
|
4,945
|
|
||
Income taxes payable
|
—
|
|
|
1,418
|
|
||
Total current liabilities
|
626,711
|
|
|
404,360
|
|
||
Debt obligation (related party)
|
6,993
|
|
|
—
|
|
||
Other long-term liabilities (related party)
|
1,049
|
|
|
1,117
|
|
||
Total liabilities
|
634,753
|
|
|
405,477
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of March 31, 2018 and June 30, 2017
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01; 40,000,000 shares authorized; 7,031,450 shares issued and outstanding as of March 31, 2018 and June 30, 2017
|
71
|
|
|
71
|
|
||
Additional paid-in capital
|
24,546
|
|
|
23,526
|
|
||
Retained earnings
|
43,947
|
|
|
45,994
|
|
||
Total A-Mark Precious Metals, Inc. stockholders’ equity
|
68,564
|
|
|
69,591
|
|
||
Non-controlling interest
|
3,501
|
|
|
3,432
|
|
||
Total stockholders’ equity
|
72,065
|
|
|
73,023
|
|
||
Total liabilities, non-controlling interest and stockholders’ equity
|
$
|
706,818
|
|
|
$
|
478,500
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Revenues
|
|
$
|
1,994,963
|
|
|
$
|
1,730,845
|
|
|
$
|
5,839,491
|
|
|
$
|
5,662,859
|
|
|
|
Cost of sales
|
|
1,987,536
|
|
|
1,723,513
|
|
|
5,815,842
|
|
|
5,637,604
|
|
|
|||||
Gross profit
|
|
7,427
|
|
|
7,332
|
|
|
23,649
|
|
|
25,255
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
|
(9,423
|
)
|
|
(5,989
|
)
|
|
(25,748
|
)
|
|
(17,784
|
)
|
|
|||||
Interest income
|
|
4,087
|
|
|
3,283
|
|
|
10,516
|
|
|
9,101
|
|
|
|||||
Interest expense
|
|
(3,642
|
)
|
|
(2,700
|
)
|
|
(9,734
|
)
|
|
(7,388
|
)
|
|
|||||
Other income
|
|
99
|
|
|
191
|
|
|
811
|
|
|
270
|
|
|
|||||
Unrealized gain (loss) on foreign exchange
|
|
(32
|
)
|
|
21
|
|
|
6
|
|
|
12
|
|
|
|||||
Net (loss) income before provision for income taxes
|
|
(1,484
|
)
|
|
2,138
|
|
|
(500
|
)
|
|
9,466
|
|
|
|||||
Provision for income taxes
|
|
807
|
|
|
(833
|
)
|
|
209
|
|
|
(3,482
|
)
|
|
|||||
Net (loss) income
|
|
(677
|
)
|
|
1,305
|
|
|
(291
|
)
|
|
5,984
|
|
|
|||||
Add:
|
Net (loss) gain attributable to non-controlling interest
|
|
(44
|
)
|
|
139
|
|
|
69
|
|
|
118
|
|
|
||||
Net (loss) income attributable to the Company
|
|
$
|
(633
|
)
|
|
$
|
1,166
|
|
|
$
|
(360
|
)
|
|
$
|
5,866
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net (loss) income per share attributable to A-Mark Precious Metals, Inc.:
|
|
|||||||||||||||||
Basic
|
|
$
|
(0.09
|
)
|
|
$
|
0.17
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.83
|
|
|
|
Diluted
|
|
$
|
(0.09
|
)
|
|
$
|
0.16
|
|
|
$
|
(0.05
|
)
|
|
$
|
0.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Dividends per share
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.24
|
|
|
$
|
0.22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|||||||||
Basic
|
|
7,031,400
|
|
|
7,023,300
|
|
|
7,031,400
|
|
|
7,028,700
|
|
|
|||||
Diluted
|
|
7,031,400
|
|
|
7,129,500
|
|
|
7,031,400
|
|
|
7,121,500
|
|
|
|
|
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) income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|
(360
|
)
|
|
69
|
|
|
(291
|
)
|
|
||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
1,020
|
|
|
—
|
|
|
1,020
|
|
|
—
|
|
|
1,020
|
|
|
||||||
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,687
|
)
|
|
(1,687
|
)
|
|
—
|
|
|
(1,687
|
)
|
|
||||||
Balance, March 31, 2018
|
|
7,031,450
|
|
|
$
|
71
|
|
|
$
|
24,546
|
|
|
$
|
43,947
|
|
|
$
|
68,564
|
|
|
$
|
3,501
|
|
|
$
|
72,065
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||||
Net (loss) income
|
|
$
|
(291
|
)
|
|
$
|
5,984
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
||||
Depreciation and amortization
|
|
1,994
|
|
|
1,120
|
|
|
||
Amortization of loan cost
|
|
1,055
|
|
|
583
|
|
|
||
Deferred income taxes
|
|
(239
|
)
|
|
(5,659
|
)
|
|
||
Interest added to principal of secured loans
|
|
(41
|
)
|
|
(50
|
)
|
|
||
Change in accrued earn-out (non-cash)
|
|
(529
|
)
|
|
(198
|
)
|
|
||
Share-based compensation
|
|
1,020
|
|
|
675
|
|
|
||
Earnings from equity method investment
|
|
(278
|
)
|
|
(73
|
)
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||||
Receivables
|
|
(919
|
)
|
|
439
|
|
|
||
Secured loans
|
|
313
|
|
|
(18,163
|
)
|
|
||
Secured loans to Former Parent
|
|
(9,352
|
)
|
|
(6,595
|
)
|
|
||
Derivative assets
|
|
10,777
|
|
|
29,094
|
|
|
||
Income tax receivable
|
|
(1,521
|
)
|
|
6,071
|
|
|
||
Inventories
|
|
(202,217
|
)
|
|
(100,474
|
)
|
|
||
Prepaid expenses and other assets
|
|
(2,330
|
)
|
|
(428
|
)
|
|
||
Accounts payable
|
|
7,590
|
|
|
(2,618
|
)
|
|
||
Derivative liabilities
|
|
(16,411
|
)
|
|
(20,609
|
)
|
|
||
Liabilities on borrowed metals
|
|
228,720
|
|
|
2,085
|
|
|
||
Accrued liabilities
|
|
(1,597
|
)
|
|
(2,266
|
)
|
|
||
Receivable from/payables to Former Parent
|
|
—
|
|
|
203
|
|
|
||
Income taxes payable
|
|
(1,418
|
)
|
|
6,038
|
|
|
||
Net cash provided by (used in) operating activities
|
|
14,326
|
|
|
(104,841
|
)
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||||
Capital expenditures for property and equipment
|
|
(821
|
)
|
|
(1,932
|
)
|
|
||
Secured loans, net
|
|
(9,175
|
)
|
|
2,636
|
|
|
||
Acquisition of subsidiary, net of cash
|
|
(9,548
|
)
|
|
(3,421
|
)
|
|
||
Net cash used in investing activities
|
|
(19,544
|
)
|
|
(2,717
|
)
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||||
Product financing arrangements, net
|
|
(37,973
|
)
|
|
97,092
|
|
|
||
Dividends
|
|
(1,686
|
)
|
|
(1,546
|
)
|
|
||
Borrowings under lines of credit, net
|
|
30,000
|
|
|
1,000
|
|
|
||
Proceeds from issuance of debt obligation payable to related party
|
|
7,500
|
|
|
—
|
|
|
||
Repayments on notes payable to related party
|
|
(500
|
)
|
|
—
|
|
|
||
Stock award grant
|
|
—
|
|
|
172
|
|
|
||
Debt funding fees
|
|
(241
|
)
|
|
—
|
|
|
||
Excess tax benefit of share-based award
|
|
—
|
|
|
138
|
|
|
||
Net cash (used in) provided by financing activities
|
|
(2,900
|
)
|
|
96,856
|
|
|
||
|
|
|
|
|
|
||||
Net decrease in cash, cash equivalents, and restricted cash
|
|
(8,118
|
)
|
|
(10,702
|
)
|
|
||
Cash, cash equivalents, and restricted cash, beginning of period
|
|
13,059
|
|
|
17,142
|
|
|
||
Cash, cash equivalents, and restricted cash
, end of period
|
|
$
|
4,941
|
|
|
$
|
6,440
|
|
|
Nine Months Ended
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||
( - Continued from preceding page - )
|
|
|
|
|
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||
Interest expense
|
|
$
|
7,773
|
|
|
$
|
6,333
|
|
|
Income taxes
|
|
$
|
2,944
|
|
|
$
|
2,953
|
|
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||
Interest added to principal of secured loans
|
|
$
|
41
|
|
|
$
|
50
|
|
|
Debt funding fee
|
|
$
|
534
|
|
|
$
|
—
|
|
|
Contribution of assets from minority interest
|
|
$
|
—
|
|
|
$
|
3,454
|
|
|
Payable to minority interest partner for acquired business
|
|
$
|
—
|
|
|
$
|
500
|
|
|
Earn out obligation payable to minority interest partner
|
|
$
|
—
|
|
|
$
|
1,523
|
|
|
in thousands, except for EPS
|
|
(Unaudited)
|
|
||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Pro-forma revenue
|
|
$
|
1,994,963
|
|
|
$
|
1,747,526
|
|
|
$
|
5,840,648
|
|
|
$
|
5,746,474
|
|
|
Pro-forma net (loss) income
|
|
$
|
(633
|
)
|
|
$
|
276
|
|
|
$
|
(307
|
)
|
|
$
|
6,152
|
|
|
Pro-forma basic (loss) earnings per share
|
|
$
|
(0.09
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.88
|
|
|
Pro-forma dilutive (loss) earnings per share
|
|
$
|
(0.09
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.86
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
||
|
|
Contingent
|
|
||
Liabilities at fair value, based on Level 3 inputs:
|
|
Consideration
|
|
||
Balance at June 30, 2017
|
|
$
|
1,325
|
|
|
Revaluation adjustment
|
|
(529
|
)
|
|
|
Amount paid to SilverTowne
|
|
(208
|
)
|
|
|
Balance at March 31, 2018
|
|
$
|
588
|
|
|
|
|
|
|
•
|
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
-- 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
|
•
|
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 contact allows for physical delivery, it rarely occurs for this type 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 transactions, where the Company earns a fee (interest income) under spot deferred arrangements over the period in which trade is open.
|
•
|
Borrowings
--
The Company incurs interest expense from its lines of credit and its debt obligations (related party) using the effective interest method (see
Note 14
.) Additionally, the Company amortizes capitalized loan fee 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.
|
in thousands
|
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||
Basic weighted average shares outstanding
|
7,031
|
|
|
7,023
|
|
|
7,031
|
|
|
7,029
|
|
|
|||
Effect of common stock equivalents — stock issuable under outstanding equity awards
|
—
|
|
|
107
|
|
|
—
|
|
|
93
|
|
|
|||
Diluted weighted average shares outstanding
|
7,031
|
|
|
7,130
|
|
|
7,031
|
|
|
7,122
|
|
|
|||
|
|
•
|
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.
|
|
|
March 31, 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)
|
|
$
|
499,255
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
499,255
|
|
Derivative assets — open sale and purchase commitments, net
|
|
1,233
|
|
|
—
|
|
|
—
|
|
|
1,233
|
|
||||
Derivative assets — option contracts
|
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
||||
Derivative assets — futures contracts
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
||||
Derivative assets — forward contracts
|
|
5,199
|
|
|
—
|
|
|
—
|
|
|
5,199
|
|
||||
Total assets, valued at fair value
|
|
$
|
506,890
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
506,890
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
243,295
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
243,295
|
|
Product financing arrangements
|
|
97,370
|
|
|
—
|
|
|
—
|
|
|
97,370
|
|
||||
Derivative liabilities — price protection programs
|
|
—
|
|
|
—
|
|
|
57
|
|
|
57
|
|
||||
Derivative liabilities — liability on margin accounts
|
|
3,841
|
|
|
—
|
|
|
—
|
|
|
3,841
|
|
||||
Derivative liabilities — open sale and purchase commitments, net
|
|
14,273
|
|
|
—
|
|
|
—
|
|
|
14,273
|
|
||||
Derivative liabilities — future contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Derivative liabilities — forward contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Contingent earn-out liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
588
|
|
|
$
|
588
|
|
Total liabilities, valued at fair value
|
|
$
|
358,779
|
|
|
$
|
—
|
|
|
$
|
645
|
|
|
$
|
359,424
|
|
|
|
June 30, 2017
|
||||||||||||||
|
|
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)
|
|
$
|
284,619
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
284,619
|
|
Derivative assets — open sale and purchase commitments, net
|
|
931
|
|
|
—
|
|
|
—
|
|
|
931
|
|
||||
Derivative assets — futures contracts
|
|
1,273
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
||||
Derivative assets — forward contracts
|
|
15,383
|
|
|
—
|
|
|
—
|
|
|
15,383
|
|
||||
Total assets, valued at fair value
|
|
$
|
302,206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
302,206
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
5,625
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,625
|
|
Product financing arrangements
|
|
135,343
|
|
|
—
|
|
|
—
|
|
|
135,343
|
|
||||
Derivative liabilities — liability on margin accounts
|
|
4,797
|
|
|
—
|
|
|
—
|
|
|
4,797
|
|
||||
Derivative liabilities — open sale and purchase commitments, net
|
|
29,785
|
|
|
—
|
|
|
—
|
|
|
29,785
|
|
||||
Contingent earn-out liability
|
|
—
|
|
|
—
|
|
|
1,325
|
|
|
1,325
|
|
||||
Total liabilities, valued at fair value
|
|
$
|
175,550
|
|
|
$
|
—
|
|
|
$
|
1,325
|
|
|
$
|
176,875
|
|
4
.
|
RECEIVABLES
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
|
|
|
|
|
|
||||
Customer trade receivables
|
|
$
|
26,398
|
|
|
$
|
31,949
|
|
|
Wholesale trade advances
|
|
12,925
|
|
|
2,457
|
|
|
||
Due from brokers
|
|
1,967
|
|
|
4,919
|
|
|
||
Subtotal
|
|
41,290
|
|
|
39,325
|
|
|
||
Less: allowance for doubtful accounts
|
|
(30
|
)
|
|
(30
|
)
|
|
||
Receivables, net
|
|
$
|
41,260
|
|
|
$
|
39,295
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||||
Period ended:
|
|
Beginning Balance
|
|
Provision
|
|
Charge-off
|
|
Ending Balance
|
|
||||||||
Nine Months Ended March 31, 2018
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
Year Ended June 30, 2017
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
5.
|
SECURED LOANS RECEIVABLE
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
|
|
|
|
|
|
||||
Secured loans originated
|
|
$
|
22,051
|
|
|
$
|
30,864
|
|
|
Secured loans originated - with a related party
|
|
9,352
|
|
|
—
|
|
|
||
|
|
31,403
|
|
|
30,864
|
|
|
||
Secured loans acquired
|
|
78,090
|
|
(1)
|
60,374
|
|
(2)
|
||
Secured loans (current and long-term)
|
|
$
|
109,493
|
|
|
$
|
91,238
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||||||||
Bullion
|
|
$
|
74,752
|
|
|
68.3
|
%
|
|
$
|
61,767
|
|
|
67.7
|
%
|
|
Numismatic and semi-numismatic
|
|
34,741
|
|
|
31.7
|
|
|
29,471
|
|
|
32.3
|
|
|
||
|
|
$
|
109,493
|
|
|
100.0
|
%
|
|
$
|
91,238
|
|
|
100.0
|
%
|
|
in thousands
|
|
|
|
|
|
|
|
|
||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
||||||||||
Loan-to-value of 75% or more
|
|
$
|
63,369
|
|
|
57.9
|
%
|
|
$
|
60,432
|
|
|
66.2
|
%
|
Loan-to-value of less than 75%
|
|
46,124
|
|
|
42.1
|
|
|
30,806
|
|
|
33.8
|
|
||
Secured loans collateralized by precious metal products
|
|
$
|
109,493
|
|
|
100.0
|
%
|
|
$
|
91,238
|
|
|
100.0
|
%
|
6
.
|
INVENTORIES
|
in thousands
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
||||
Inventory held for sale
|
|
$
|
71,861
|
|
|
$
|
43,787
|
|
Repurchase arrangements with customers
|
|
72,567
|
|
|
92,496
|
|
||
Consignment arrangements with customers
|
|
14,162
|
|
|
7,368
|
|
||
Commemorative coins, held at lower of cost or market
|
|
162
|
|
|
40
|
|
||
Borrowed precious metals
|
|
243,295
|
|
|
5,625
|
|
||
Product financing arrangements, restricted
|
|
97,370
|
|
|
135,343
|
|
||
|
|
$
|
499,417
|
|
|
$
|
284,659
|
|
in thousands
|
|
|
|
|
|
||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||||
Office furniture, and fixtures
|
|
$
|
2,055
|
|
|
$
|
1,638
|
|
|
||
Computer equipment
|
|
753
|
|
|
462
|
|
|
||||
Computer software
|
|
3,471
|
|
|
2,386
|
|
|
||||
Plant equipment
|
|
2,292
|
|
|
1,979
|
|
|
||||
Building
|
|
320
|
|
|
315
|
|
|
||||
Leasehold improvements
|
|
2,796
|
|
|
2,571
|
|
|
||||
Total depreciable assets
|
|
11,687
|
|
|
9,351
|
|
|
||||
Less: accumulated depreciation
|
|
(5,213
|
)
|
|
(3,885
|
)
|
|
||||
Property and equipment not placed in service
|
|
1,353
|
|
|
1,105
|
|
|
||||
Land
|
|
36
|
|
|
36
|
|
|
||||
Plant, property and equipment, net
|
|
$
|
7,863
|
|
|
$
|
6,607
|
|
|
Fiscal Year Ending June 30,
|
|
Amount
|
||
2018 (3 months remaining)
|
|
$
|
253
|
|
2019
|
|
1,012
|
|
|
2020
|
|
1,012
|
|
|
2021
|
|
621
|
|
|
2022
|
|
571
|
|
|
Thereafter
|
|
482
|
|
|
Total
|
|
$
|
3,951
|
|
9
.
|
LONG-TERM INVESTMENTS
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Equity method investment
|
|
$
|
7,745
|
|
|
$
|
7,467
|
|
|
Cost method investment
|
|
500
|
|
|
500
|
|
|
||
|
|
$
|
8,245
|
|
|
$
|
7,967
|
|
|
10
.
|
ACCOUNTS PAYABLE
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Trade payables to customers
|
|
$
|
677
|
|
|
$
|
277
|
|
|
Advances from customers
|
|
44,051
|
|
|
36,382
|
|
|
||
Liability on deferred revenue
|
|
3,983
|
|
|
3,777
|
|
|
||
Other accounts payable
|
|
3,122
|
|
|
1,511
|
|
|
||
|
|
$
|
51,833
|
|
|
$
|
41,947
|
|
|
11
.
|
DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS
|
|
|
March 31, 2018
|
|
June 30, 2017
|
||||||||||||||||||||||||||||
|
|
|
|
|
||||||||||||||||||||||||||||
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
|
|
$
|
1,968
|
|
|
$
|
(735
|
)
|
|
$
|
—
|
|
|
$
|
1,233
|
|
|
$
|
1,625
|
|
|
$
|
(694
|
)
|
|
$
|
—
|
|
|
$
|
931
|
|
Option contracts
|
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Future contracts
|
|
1,059
|
|
|
—
|
|
|
—
|
|
|
1,059
|
|
|
1,273
|
|
|
—
|
|
|
—
|
|
|
1,273
|
|
||||||||
Forward contracts
|
|
5,261
|
|
|
(62
|
)
|
|
—
|
|
|
5,199
|
|
|
15,754
|
|
|
(371
|
)
|
|
—
|
|
|
15,383
|
|
||||||||
|
|
$
|
8,432
|
|
|
$
|
(797
|
)
|
|
$
|
—
|
|
|
$
|
7,635
|
|
|
$
|
18,652
|
|
|
$
|
(1,065
|
)
|
|
$
|
—
|
|
|
$
|
17,587
|
|
Nettable derivative liabilities:
|
||||||||||||||||||||||||||||||||
Open sale and purchase commitments
|
|
$
|
15,203
|
|
|
$
|
(930
|
)
|
|
$
|
—
|
|
|
$
|
14,273
|
|
|
$
|
31,568
|
|
|
$
|
(1,783
|
)
|
|
$
|
—
|
|
|
$
|
29,785
|
|
Margin accounts
|
|
6,446
|
|
|
—
|
|
|
(2,605
|
)
|
|
3,841
|
|
|
7,936
|
|
|
—
|
|
|
(3,139
|
)
|
|
4,797
|
|
||||||||
Liability of price protection programs
|
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
|
$
|
21,706
|
|
|
$
|
(930
|
)
|
|
$
|
(2,605
|
)
|
|
$
|
18,171
|
|
|
$
|
39,504
|
|
|
$
|
(1,783
|
)
|
|
$
|
(3,139
|
)
|
|
$
|
34,582
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Inventory
|
|
$
|
499,417
|
|
|
$
|
284,659
|
|
|
Less unhedgable inventory:
|
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or market
|
|
(162
|
)
|
|
(40
|
)
|
|
||
Premium on metals position
|
|
(3,375
|
)
|
|
(4,088
|
)
|
|
||
Inventory value not hedged
|
|
(3,537
|
)
|
|
(4,128
|
)
|
|
||
|
|
|
|
|
|
||||
Subtotal
|
|
495,880
|
|
|
280,531
|
|
|
||
Commitments at market:
|
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
451,961
|
|
|
587,687
|
|
|
||
Open inventory sales commitments
|
|
(192,221
|
)
|
|
(121,602
|
)
|
|
||
Margin sale commitments
|
|
(6,446
|
)
|
|
(7,936
|
)
|
|
||
In-transit inventory no longer subject to market risk
|
|
(4,168
|
)
|
|
(3,931
|
)
|
|
||
Unhedgable premiums on open commitment positions
|
|
243
|
|
|
495
|
|
|
||
Borrowed precious metals
|
|
(243,295
|
)
|
|
(5,625
|
)
|
|
||
Product financing arrangements
|
|
(97,370
|
)
|
|
(135,343
|
)
|
|
||
Advances on industrial metals
|
|
5,885
|
|
|
1,580
|
|
|
||
Inventory subject to price risk
|
|
410,469
|
|
|
595,856
|
|
|
||
|
|
|
|
|
|
||||
Inventory subject to derivative financial instruments:
|
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
322,750
|
|
|
462,231
|
|
|
||
Precious metals futures contracts at market values
|
|
87,106
|
|
|
133,450
|
|
|
||
Total market value of derivative financial instruments
|
|
409,856
|
|
|
595,681
|
|
|
||
|
|
|
|
|
|
||||
Net inventory subject to commodity price risk
|
|
$
|
613
|
|
|
$
|
175
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Purchase commitments
|
|
$
|
451,961
|
|
|
$
|
587,687
|
|
|
Sales commitments
|
|
$
|
(192,221
|
)
|
|
$
|
(121,602
|
)
|
|
Margin sales commitments
|
|
$
|
(6,446
|
)
|
|
$
|
(7,936
|
)
|
|
Open forward contracts
|
|
$
|
322,750
|
|
|
$
|
462,231
|
|
|
Open futures contracts
|
|
$
|
87,106
|
|
|
$
|
133,450
|
|
|
in thousands
|
|
March 31, 2018
|
|
June 30, 2017
|
||||
Foreign exchange forward contracts
|
|
$
|
3,641
|
|
|
$
|
2,213
|
|
Open sale and purchase commitment transactions, net
|
|
$
|
2,918
|
|
|
$
|
2,235
|
|
|
|
|
|
|
in thousands
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Net (loss) income before provision for income taxes
|
|
$
|
(1,484
|
)
|
|
$
|
2,138
|
|
|
$
|
(500
|
)
|
|
$
|
9,466
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Federal
|
|
$
|
675
|
|
|
$
|
(571
|
)
|
|
$
|
109
|
|
|
$
|
(3,147
|
)
|
|
State and local
|
|
138
|
|
|
(282
|
)
|
|
107
|
|
|
(355
|
)
|
|
||||
Foreign
|
|
(6
|
)
|
|
20
|
|
|
(7
|
)
|
|
20
|
|
|
||||
Provision for income taxes
|
|
$
|
807
|
|
|
$
|
(833
|
)
|
|
$
|
209
|
|
|
$
|
(3,482
|
)
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||
Three Months Ended March 31,
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||
Effective tax rate
|
|
54.4
|
%
|
|
(39.0
|
)%
|
|
41.8
|
%
|
|
(36.8
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||||||||||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
March 31, 2018
|
|
March 31, 2017
|
|
|||||||||||||||||||||||||
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
Sales
|
|
Purchases
|
|
||||||||||||||||
Former Parent/Stack's Bowers
|
|
$
|
12,189
|
|
|
$
|
211,120
|
|
|
$
|
16,410
|
|
|
$
|
15,105
|
|
|
$
|
24,686
|
|
|
$
|
214,661
|
|
|
$
|
38,077
|
|
|
$
|
38,441
|
|
|
Equity method investee
|
|
98,876
|
|
|
2,769
|
|
|
126,354
|
|
|
—
|
|
|
293,163
|
|
|
3,797
|
|
|
392,890
|
|
|
812
|
|
|
||||||||
SilverTowne
|
|
5,101
|
|
|
699
|
|
|
5,156
|
|
|
1,210
|
|
|
12,384
|
|
|
7,078
|
|
|
23,975
|
|
|
3,952
|
|
|
||||||||
|
|
$
|
116,166
|
|
|
$
|
214,588
|
|
|
$
|
147,920
|
|
|
$
|
16,315
|
|
|
$
|
330,233
|
|
|
$
|
225,536
|
|
|
$
|
454,942
|
|
|
$
|
43,205
|
|
|
in thousands
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Interest income from secured loans receivables
|
|
$
|
88
|
|
|
$
|
118
|
|
|
$
|
141
|
|
|
$
|
150
|
|
|
Interest income from finance products
|
|
994
|
|
|
777
|
|
|
2,114
|
|
|
2,132
|
|
|
||||
|
|
$
|
1,082
|
|
|
$
|
895
|
|
|
$
|
2,255
|
|
|
$
|
2,282
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
Three Months Ended March 31,
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Interest expense incurred related to notes payable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
Interest expense incurred related to long-term debt obligation
|
|
226
|
|
|
—
|
|
|
505
|
|
|
—
|
|
|
||||
|
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
509
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
14
.
|
FINANCING AGREEMENTS
|
Goldline Lenders
|
|
Position/Relationship
|
|
Amount of Company Indebtedness Acquired
(1)
|
|
||
|
|
|
|
|
|
||
Gregory N. Roberts
|
|
Chief Executive Officer, Director and principal stockholder
|
(2)
|
$
|
587,500
|
|
(2)
|
William D. Richardson
|
|
Principal stockholder
|
(3)
|
587,500
|
|
(3)
|
|
Jeffrey D. Benjamin
|
|
Chairman of the Board and Director
|
|
1,000,000
|
|
|
|
Ellis Landau
|
|
Director
|
|
375,000
|
|
|
|
William Montgomery
|
|
Director
|
|
1,500,000
|
|
|
|
Jess Ravich
|
|
Director
|
|
500,000
|
|
(4)
|
|
|
|
|
|
4,550,000
|
|
|
|
7 other persons
|
|
Non-affiliated members
|
|
2,950,000
|
|
|
|
|
|
|
|
$
|
7,500,000
|
|
|
|
|
|
|
|
|
_________________________________
|
|||
|
|
|
|
(1)
|
|
The amount shown is expected to remain outstanding throughout the term of the Goldline Credit Facility, with repayment due in August 2020.
|
|
|
|
|
|
(2)
|
|
Silver Bow Ventures LLC (“Silver Bow”) is the Lender. Mr. Roberts holds 50% of the ownership interests in and controls Silver Bow. Accordingly, the amount of indebtedness shown, and the interest amounts potentially payable on such indebtedness shown, represent 50% of the aggregate amounts of indebtedness held by and potential interest payable to Silver Bow.
|
|
|
|
|
|
(3)
|
|
Silver Bow is the Lender. Mr. Richardson holds 50% of the ownership interests in and controls Silver Bow. Accordingly, the amount of indebtedness shown, and the interest amounts potentially payable on such indebtedness shown, represent 50% of the aggregate amounts of indebtedness held by and potential interest payable to Silver Bow.
|
|
(4)
|
|
Libra Securities Holdings, LLC is the Lender. Mr. Ravich and a trust for his family members holds 100% of the ownership interests and controls Libra Securities Holdings, LLC.
|
|
•
|
the Company has guaranteed all of the obligations of Goldline under the Goldline Credit Facility (this guarantee is unconditional and constitutes a guarantee of payment and not merely of collection) (see
Note 14
);
|
•
|
the Company leases approximately
19,700
square feet of office space in Los Angeles, California at a cost of
$2.45
per square foot per month. The term of the lease is
7
years with annual base rent increases of
3%
. The term of this lease expires on
February 28, 2022
and the Company has the option to renew the lease term for an additional
5
years at the then current market rate. The lease requires the payment of related property taxes, insurance, maintenance and other cost related to the leased property;
|
•
|
the Company provided the landlord of the office space in Los Angeles, California a standby letter of credit for
$500,000
in value in lieu of of a security deposit. This letter of credit is renewed annually and reduces each lease anniversary date as provided in the lease agreement; and
|
•
|
approximately
80
employees of Goldline were eligible to roll over funds from Goldline's 401(k) plan into A-Mark's 401(k) plan at the Closing Date. Goldline employees became eligible to make payroll contributions in A-Mark's 401(k) plan beginning on November 1, 2017. Employees' contributions are discretionary to a maximum of
90%
of compensation. For all plan members, the Company contributes
30%
of the eligible employees' contributions to the IRS maximum annual contribution.
|
16
.
|
STOCKHOLDERS’ EQUITY
|
Dividend
Declaration Date |
|
Record Date
(at close of Business)
|
|
Type of Dividend
|
|
Basis of Payment
|
|
Payment Date
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
||
April 29, 2016
|
|
May 13, 2016
|
|
Cash
|
|
$
|
0.07
|
|
per common share
|
|
May 27, 2016
|
|
September 7, 2016
|
|
September 19, 2016
|
|
Cash
|
|
$
|
0.07
|
|
per common share
|
|
October 7, 2016
|
|
November 1, 2016
|
|
November 14, 2016
|
|
Cash
|
|
$
|
0.07
|
|
per common share
|
|
December 1, 2016
|
|
January 26, 2017
|
|
February 8, 2017
|
|
Cash
|
|
$
|
0.08
|
|
per common share
|
|
February 24, 2017
|
|
May 2, 2017
|
|
May 15, 2017
|
|
Cash
|
|
$
|
0.08
|
|
per common share
|
|
May 25, 2017
|
|
August 30, 2017
|
|
September 18, 2017
|
|
Cash
|
|
$
|
0.08
|
|
per common share
|
|
September 27, 2017
|
|
November 13, 2017
|
|
November 24, 2017
|
|
Cash
|
|
$
|
0.08
|
|
per common share
|
|
December 13, 2017
|
|
January 30, 2018
|
|
February 13, 2018
|
|
Cash
|
|
$
|
0.08
|
|
per common share
|
|
February 27, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Weighted Average Exercise Price Per Share
|
|
Aggregate Intrinsic Value
(in thousands)
|
|
Weighted Average Grant Date Fair Value Per Award
|
|||||||||
Outstanding at June 30, 2017
|
|
741,327
|
|
|
$
|
17.89
|
|
|
$
|
1,514
|
|
|
$
|
6.19
|
|
||
Granted
|
|
116,605
|
|
|
$
|
17.23
|
|
|
|
|
|
||||||
Cancellations, expirations and forfeitures
|
|
(4,917
|
)
|
|
$
|
19.21
|
|
|
|
|
|
||||||
Outstanding at March 31, 2018
|
|
853,015
|
|
|
$
|
17.80
|
|
|
$
|
612
|
|
|
$
|
6.04
|
|
||
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable at March 31, 2018
|
|
419,014
|
|
|
$
|
14.70
|
|
|
$
|
612
|
|
|
$
|
6.06
|
|
||
|
|
|
|
|
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
|
|
|
4.60
|
|
$
|
8.39
|
|
|
134,239
|
|
|
4.60
|
|
$
|
8.39
|
|
$
|
10.01
|
|
|
$
|
15.00
|
|
|
98,888
|
|
|
4.53
|
|
$
|
11.94
|
|
|
98,888
|
|
|
4.53
|
|
$
|
11.94
|
|
$
|
15.01
|
|
|
$
|
25.00
|
|
|
519,888
|
|
|
8.47
|
|
$
|
19.86
|
|
|
160,887
|
|
|
8.41
|
|
$
|
19.99
|
|
$
|
25.01
|
|
|
$
|
60.00
|
|
|
100,000
|
|
|
7.90
|
|
$
|
25.50
|
|
|
25,000
|
|
|
7.90
|
|
$
|
25.50
|
|
|
|
|
|
853,015
|
|
|
7.34
|
|
$
|
17.80
|
|
|
419,014
|
|
|
6.24
|
|
$
|
14.70
|
|
in thousands
|
|
|
|
|
|
||||||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||||||||||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||||||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
||||||||||||
Total revenue
|
|
$
|
1,994,963
|
|
|
100.0
|
%
|
|
$
|
1,730,845
|
|
|
100.0
|
%
|
|
$
|
5,839,491
|
|
|
100.0
|
%
|
|
$
|
5,662,859
|
|
|
100.0
|
%
|
|
Customer concentrations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
HSBC Bank USA
|
|
$
|
606,966
|
|
|
30.4
|
%
|
|
$
|
293,686
|
|
|
17.0
|
%
|
|
$
|
1,525,739
|
|
|
26.1
|
%
|
|
$
|
1,268,160
|
|
|
22.4
|
%
|
|
Mitsubishi Intl. Corp.
|
|
401,127
|
|
|
20.1
|
|
|
322,842
|
|
|
18.7
|
|
|
1,321,001
|
|
|
22.6
|
|
|
827,583
|
|
|
14.6
|
|
|
||||
|
|
$
|
1,008,093
|
|
|
50.5
|
%
|
|
$
|
616,528
|
|
|
35.7
|
%
|
|
$
|
2,846,740
|
|
|
48.7
|
%
|
|
$
|
2,095,743
|
|
|
37.0
|
%
|
|
18
.
|
SEGMENTS AND GEOGRAPHIC INFORMATION
|
in thousands
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
Three Months Ended September 30,
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Revenue by segment
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Trading & Ancillary Services
|
|
$
|
1,977,273
|
|
|
$
|
1,730,845
|
|
|
$
|
5,782,135
|
|
|
$
|
5,662,859
|
|
|
Direct Sales
|
|
17,690
|
|
(1)
|
N/A
|
|
|
57,356
|
|
(2)
|
N/A
|
|
|
||||
Total revenue
|
|
$
|
1,994,963
|
|
|
$
|
1,730,845
|
|
|
$
|
5,839,491
|
|
|
$
|
5,662,859
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
_________________________________
|
|
|
|
|
|
|
|
|
|
||||||||
(1) Includes $4.3 million of intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment. The elimination of these intercompany sales are reflected in the Wholesale Trading & Ancillary Services segment.
|
|
||||||||||||||||
(2) Includes $21.9 million of intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment. The elimination of these intercompany sales are reflected in the Wholesale Trading & Ancillary Services segment.
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
Three Months Ended September 30,
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Operating income and expenses by segment
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Trading & Ancillary Services
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
|
$
|
(5,787
|
)
|
|
$
|
(5,989
|
)
|
|
$
|
(17,304
|
)
|
|
$
|
(17,784
|
)
|
|
Interest income
|
|
$
|
4,087
|
|
|
$
|
3,283
|
|
|
$
|
10,516
|
|
|
$
|
9,101
|
|
|
Interest expense
|
|
$
|
(3,416
|
)
|
|
$
|
(2,700
|
)
|
|
$
|
(9,229
|
)
|
|
$
|
(7,388
|
)
|
|
Other income, net
|
|
$
|
67
|
|
|
$
|
212
|
|
|
$
|
817
|
|
|
$
|
282
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Direct Sales
|
|
|
|
|
|
|
|
|
|
||||||||
General and administrative expenses
|
|
$
|
(3,636
|
)
|
|
N/A
|
|
|
$
|
(8,444
|
)
|
|
N/A
|
|
|
||
Interest expense
|
|
$
|
(226
|
)
|
|
N/A
|
|
|
$
|
(505
|
)
|
|
N/A
|
|
|
in thousands
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
Three Months Ended September 30,
|
|
March 31, 2018
|
|
March 31, 2017
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||||||
Advertising expense by segment
|
|
|
|
|
|
|
|
|
|
||||||||
Wholesale Trading & Ancillary Services
|
|
$
|
(165
|
)
|
|
$
|
(176
|
)
|
|
$
|
(467
|
)
|
|
$
|
(542
|
)
|
|
Direct Sales
|
|
(796
|
)
|
|
N/A
|
|
|
(2,070
|
)
|
|
N/A
|
|
|
||||
Total advertising expense
|
|
$
|
(961
|
)
|
|
$
|
(176
|
)
|
|
$
|
(2,537
|
)
|
|
$
|
(542
|
)
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Inventories by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
490,789
|
|
|
$
|
284,659
|
|
|
Direct Sales
|
|
8,628
|
|
|
N/A
|
|
|
||
Total inventories
|
|
$
|
499,417
|
|
|
$
|
284,659
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Inventories by geographic region
|
|
|
|
|
|
||||
United States
|
|
$
|
493,720
|
|
|
$
|
276,809
|
|
|
Europe
|
|
2,100
|
|
|
3,154
|
|
|
||
North America, excluding United States
|
|
3,402
|
|
|
4,310
|
|
|
||
Asia
|
|
195
|
|
|
386
|
|
|
||
Total inventories
|
|
$
|
499,417
|
|
|
$
|
284,659
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Assets by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
687,458
|
|
|
$
|
478,500
|
|
|
Direct Sales
|
|
19,360
|
|
|
N/A
|
|
|
||
Total assets
|
|
$
|
706,818
|
|
|
$
|
478,500
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Assets by geographic region
|
|
|
|
|
|
||||
United States
|
|
$
|
696,161
|
|
|
$
|
469,114
|
|
|
Europe
|
|
7,060
|
|
|
4,690
|
|
|
||
North America, excluding United States
|
|
3,402
|
|
|
4,310
|
|
|
||
Asia
|
|
195
|
|
|
386
|
|
|
||
Total assets
|
|
$
|
706,818
|
|
|
$
|
478,500
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Long-term assets by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
31,499
|
|
|
$
|
31,479
|
|
|
Direct Sales
|
|
7,543
|
|
|
N/A
|
|
|
||
Total long-term assets
|
|
$
|
39,042
|
|
|
$
|
31,479
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Long-term assets by geographic region
|
|
|
|
|
|
||||
United States
|
|
$
|
38,987
|
|
|
$
|
31,423
|
|
|
Europe
|
|
55
|
|
|
56
|
|
|
||
Total long-term assets
|
|
$
|
39,042
|
|
|
$
|
31,479
|
|
|
in thousands
|
|
|
|
||||||
|
|
Nine Months Ended
|
|
||||||
Three Months Ended September 30,
|
|
March 31, 2018
|
|
March 31, 2017
|
|
||||
Capital expenditures on property and equipment by segment
|
|
|
|
|
|||||
Wholesale Trading & Ancillary Services
|
|
$
|
673
|
|
|
$
|
1,932
|
|
|
Direct Sales
|
|
148
|
|
|
N/A
|
|
|
||
Total capital expenditures on property and equipment
|
|
$
|
821
|
|
|
$
|
1,932
|
|
|
in thousands
|
|
|
|
|
|
||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
||||
Goodwill by segment
|
|
|
|
|
|
||||
Wholesale Trading & Ancillary Services
|
|
$
|
8,881
|
|
|
$
|
8,881
|
|
|
Direct Sales
|
|
1,450
|
|
|
N/A
|
|
|
||
Total goodwill
|
|
$
|
10,331
|
|
|
$
|
8,881
|
|
|
19
.
|
SUBSEQUENT EVENTS
|
•
|
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
condensed consolidated
statements of income by comparing the results for the respective years. Included in our analysis is a discussion of five performance metrics: (i) ounces of gold sold, (ii) ounces of silver sold, (iii) Wholesale trading ticket volume, (iv) Direct Sales ticket volume, (v) inventory turnover ratio and (vi) number of secured loans at period-end.
|
•
|
Financial condition and liquidity and capital resources
.
This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of
March 31, 2018
. Included in the discussion of outstanding debt is a discussion of the amount of financial capacity available to fund our future commitments, as well as a discussion of other financing arrangements.
|
•
|
Critical accounting estimates
.
This section discusses those accounting policies that both are considered important to our financial condition and results, and require significant judgment and estimates on the part of management in their application. In addition, all of our policies, including critical accounting policies, are summarized in
Note 2
to the accompanying
condensed consolidated
financial statements.
|
•
|
Recent accounting pronouncements
.
This section discusses new accounting pronouncements, dates of implementation and impact on our accompanying
condensed consolidated
financial statements.
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
1,994,963
|
|
|
100.000
|
%
|
|
$
|
1,730,845
|
|
|
100.000
|
%
|
|
$
|
264,118
|
|
|
15.3
|
%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gold ounces sold
|
618,000
|
|
|
|
|
579,000
|
|
|
|
|
39,000
|
|
|
6.7
|
%
|
|||||
Silver ounces sold
|
11,365,000
|
|
|
|
|
20,886,000
|
|
|
|
|
(9,521,000
|
)
|
|
(45.6
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
7,427
|
|
|
0.372
|
%
|
|
$
|
7,332
|
|
|
0.424
|
%
|
|
$
|
95
|
|
|
1.3
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Inventory turnover ratio
|
4.8
|
|
|
|
|
5.4
|
|
|
|
|
(0.6
|
)
|
|
(11.1
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
23,649
|
|
|
0.405
|
%
|
|
$
|
25,255
|
|
|
0.446
|
%
|
|
$
|
(1,606
|
)
|
|
(6.4
|
)%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Inventory turnover ratio
|
14.8
|
|
|
|
|
19.1
|
|
|
|
|
(4.3
|
)
|
|
(22.5
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(9,423
|
)
|
|
(0.472
|
)%
|
|
$
|
(5,989
|
)
|
|
(0.346
|
)%
|
|
$
|
3,434
|
|
|
57.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(25,748
|
)
|
|
(0.441
|
)%
|
|
$
|
(17,784
|
)
|
|
(0.314
|
)%
|
|
$
|
7,964
|
|
|
44.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
4,087
|
|
|
0.205
|
%
|
|
$
|
3,283
|
|
|
0.190
|
%
|
|
$
|
804
|
|
|
24.5
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at period-end
|
3,124
|
|
|
|
|
2,138
|
|
|
|
|
986
|
|
|
46.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
10,516
|
|
|
0.180
|
%
|
|
$
|
9,101
|
|
|
0.161
|
%
|
|
$
|
1,415
|
|
|
15.5
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at period-end
|
3,124
|
|
|
|
|
2,138
|
|
|
|
|
986
|
|
|
46.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(3,642
|
)
|
|
(0.183
|
)%
|
|
$
|
(2,700
|
)
|
|
(0.156
|
)%
|
|
$
|
942
|
|
|
34.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(9,734
|
)
|
|
(0.167
|
)%
|
|
$
|
(7,388
|
)
|
|
(0.131
|
)%
|
|
$
|
2,346
|
|
|
31.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Provision for income taxes
|
$
|
807
|
|
|
0.041
|
%
|
|
$
|
(833
|
)
|
|
(0.048
|
)%
|
|
$
|
(1,640
|
)
|
|
(196.9
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Provision for income taxes
|
$
|
209
|
|
|
0.004
|
%
|
|
$
|
(3,482
|
)
|
|
(0.062
|
)%
|
|
$
|
(3,691
|
)
|
|
(106.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands, except per share data and performance metrics
|
|
|
|||||||||||||||||||
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
||||||||||||||
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
||||||||||
Revenues
|
$
|
1,977,273
|
|
|
100.000
|
%
|
|
$
|
1,730,845
|
|
|
100.000
|
%
|
|
$
|
246,428
|
|
|
14.2
|
%
|
|
Gross profit
|
6,748
|
|
|
0.341
|
%
|
|
7,332
|
|
|
0.424
|
%
|
|
$
|
(584
|
)
|
|
(8.0
|
)%
|
|||
Selling, general and administrative expenses
|
(5,787
|
)
|
|
(0.293
|
)%
|
|
(5,989
|
)
|
|
(0.346
|
)%
|
|
$
|
(202
|
)
|
|
(3.4
|
)%
|
|||
Interest income
|
4,087
|
|
|
0.207
|
%
|
|
3,283
|
|
|
0.190
|
%
|
|
$
|
804
|
|
|
24.5
|
%
|
|||
Interest expense
|
(3,416
|
)
|
|
(0.173
|
)%
|
|
(2,700
|
)
|
|
(0.156
|
)%
|
|
$
|
716
|
|
|
26.5
|
%
|
|||
Other income
|
99
|
|
|
0.005
|
%
|
|
191
|
|
|
0.011
|
%
|
|
$
|
(92
|
)
|
|
(48.2
|
)%
|
|||
Unrealized (loss) gain on foreign exchange
|
(32
|
)
|
|
(0.002
|
)%
|
|
21
|
|
|
0.001
|
%
|
|
$
|
(53
|
)
|
|
NM
|
|
|||
Net income before provision for income taxes
|
$
|
1,699
|
|
|
0.086
|
%
|
|
$
|
2,138
|
|
|
0.124
|
%
|
|
$
|
(439
|
)
|
|
(20.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Performance Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gold ounces sold
(1)
|
614,000
|
|
|
|
|
579,000
|
|
|
|
|
35,000
|
|
|
6.0
|
%
|
||||||
Silver ounces sold
(2)
|
11,227,000
|
|
|
|
|
20,886,000
|
|
|
|
|
(9,659,000
|
)
|
|
(46.2
|
)%
|
||||||
Wholesale Trading & Ancillary Services segment ticket volume
(3)
|
28,869
|
|
|
|
|
27,580
|
|
|
|
|
1,289
|
|
|
4.7
|
%
|
||||||
Number of secured loans at period end
(4)
|
3,124
|
|
|
|
|
2,138
|
|
|
|
|
986
|
|
|
46.1
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Revenues
|
$
|
1,977,273
|
|
|
100.000
|
%
|
|
$
|
1,730,845
|
|
|
100.000
|
%
|
|
$
|
246,428
|
|
|
14.2
|
%
|
Performance Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Gold ounces sold
|
614,000
|
|
|
|
|
579,000
|
|
|
|
|
35,000
|
|
|
6.0
|
%
|
|||||
Silver ounces sold
|
11,227,000
|
|
|
|
|
20,886,000
|
|
|
|
|
(9,659,000
|
)
|
|
(46.2
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
6,748
|
|
|
0.341
|
%
|
|
$
|
7,332
|
|
|
0.424
|
%
|
|
$
|
(584
|
)
|
|
(8.0
|
)%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wholesale trading ticket volume
|
28,869
|
|
|
|
|
27,580
|
|
|
|
|
1,289
|
|
|
4.7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metric
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Gross profit
|
$
|
19,561
|
|
|
0.338
|
%
|
|
$
|
25,255
|
|
|
0.446
|
%
|
|
$
|
(5,694
|
)
|
|
(22.5
|
)%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Wholesale trading ticket volume
|
89,016
|
|
|
|
|
84,809
|
|
|
|
|
4,207
|
|
|
5.0
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(5,787
|
)
|
|
(0.293
|
)%
|
|
$
|
(5,989
|
)
|
|
(0.346
|
)%
|
|
$
|
(202
|
)
|
|
(3.4
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Selling, general and administrative expenses
|
$
|
(17,304
|
)
|
|
(0.299
|
)%
|
|
$
|
(17,784
|
)
|
|
(0.314
|
)%
|
|
$
|
(480
|
)
|
|
(2.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
4,087
|
|
|
0.207
|
%
|
|
$
|
3,283
|
|
|
0.190
|
%
|
|
$
|
804
|
|
|
24.5
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at period-end
|
3,124
|
|
|
|
|
2,138
|
|
|
|
|
986
|
|
|
46.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands, except performance metrics
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest income
|
$
|
10,516
|
|
|
0.182
|
%
|
|
$
|
9,101
|
|
|
0.161
|
%
|
|
$
|
1,415
|
|
|
15.5
|
%
|
Performance Metric
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Number of secured loans at period-end
|
3,124
|
|
|
|
|
2,138
|
|
|
|
|
986
|
|
|
46.1
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(3,416
|
)
|
|
(0.173
|
)%
|
|
$
|
(2,700
|
)
|
|
(0.156
|
)%
|
|
$
|
716
|
|
|
26.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended March 31,
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Interest expense
|
$
|
(9,229
|
)
|
|
(0.160
|
)%
|
|
$
|
(7,388
|
)
|
|
(0.131
|
)%
|
|
$
|
1,841
|
|
|
24.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
in thousands, except performance metrics
|
|
|||||||
Three Months Ended March 31,
|
2018
|
|
||||||
|
$
|
|
% of revenue
|
|
||||
Revenues
|
$
|
17,690
|
|
(a)
|
100.000
|
%
|
|
|
Gross profit
|
679
|
|
|
3.838
|
%
|
(b)
|
||
Selling, general and administrative expenses
|
(3,636
|
)
|
|
(20.554
|
)%
|
|
||
Interest expense
|
(226
|
)
|
|
(1.278
|
)%
|
|
||
Net loss before provision for income taxes
|
$
|
(3,183
|
)
|
|
(17.993
|
)%
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
Performance Metrics:
|
|
|
|
|
||||
Gold ounces sold
(1)
|
4,000
|
|
|
|
|
|||
Silver ounces sold
(2)
|
138,000
|
|
|
|
|
|||
Direct Sales segment ticket volume
(3)
|
4,771
|
|
|
|
|
_________________________________
|
|||
|
|
|
|
(a)
|
|
Includes $4.3 million of intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment.
|
|
|
|
|
|
(b)
|
|
Gross profit percentage realized from sales, excluding intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary services segment, is 8.830% for the three-month period.
|
|
|
|
|
|
(1)
|
|
Gold ounces sold represents the ounces of gold product sold to third-party customers during the three-month period.
|
|
|
|
|
|
(2)
|
|
Silver ounces sold represents the ounces of silver product sold to third-party customer during the three-month period.
|
|
|
|
|
|
(3)
|
|
Direct Sales segment trading ticket volume represents the total number of product orders processed.
|
|
|
|
|
|
in thousands, except performance metrics
|
|
|||||||
Nine Months Ended March 31,
|
2018
|
|
||||||
|
$
|
|
% of revenue
|
|
||||
Revenues
|
$
|
57,356
|
|
(a)
|
100.000
|
%
|
|
|
Gross profit
|
4,088
|
|
|
7.127
|
%
|
(b)
|
||
Selling, general and administrative expenses
|
(8,444
|
)
|
|
(14.722
|
)%
|
|
||
Interest expense
|
(505
|
)
|
|
(0.881
|
)%
|
|
||
Net loss before provision for income taxes
|
$
|
(4,861
|
)
|
|
(8.475
|
)%
|
|
|
|
|
|
|
|
||||
Performance Metrics:
|
|
|
|
|
||||
Gold ounces sold
(1)
|
13,000
|
|
|
|
|
|||
Silver ounces sold
(2)
|
290,000
|
|
|
|
|
|||
Direct Sales ticket volume
(3)
|
11,701
|
|
|
|
|
_________________________________
|
|||
|
|
|
|
(a)
|
|
Includes $21.9 million of intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment.
|
|
|
|
|
|
(b)
|
|
Gross profit percentage, excluding intercompany sales from the Direct Sales segment to the Wholesale Trading & Ancillary Services segment, is 15.836% for the nine-month period.
|
|
|
|
|
|
(1)
|
|
Gold ounces sold represents the ounces of gold product sold to third-party customers during the nine-month period.
|
|
|
|
|
|
(2)
|
|
Silver ounces sold represents the ounces of silver product sold to third-party customer during the nine-month period.
|
|
|
|
|
|
(3)
|
|
Direct Sales segment trading ticket volume represents the total number of product orders processed.
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
March 31, 2018 Compared to June 30, 2017
|
|
||||||
Lines of credit
|
|
$
|
210,000
|
|
|
$
|
180,000
|
|
|
$
|
30,000
|
|
|
|
|
|
|
|
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
March 31, 2018 Compared to June 30, 2017
|
|
||||||
Debt Obligation - related party
|
|
$
|
6,993
|
|
|
$
|
—
|
|
|
$
|
6,993
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
March 31, 2018 Compared to June 30, 2017
|
|
||||||
Liability on borrowed metals
|
|
$
|
243,295
|
|
|
$
|
5,625
|
|
|
$
|
237,670
|
|
|
in thousands
|
|
|
|
|
|
||||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
March 31, 2018 Compared to June 30, 2017
|
|
||||||
Product financing arrangements
|
|
$
|
97,370
|
|
|
$
|
135,343
|
|
|
$
|
(37,973
|
)
|
|
in thousands
|
|
|
|
|
||||||||
|
|
March 31, 2018
|
|
June 30, 2017
|
|
March 31, 2018 Compared to June 30, 2017
|
||||||
Secured loans
|
|
$
|
109,493
|
|
|
$
|
91,238
|
|
|
$
|
18,255
|
|
in thousands
|
|
|
|
|
|
|||||||
Nine Months Ended
|
|
March 31,
2018 |
|
March 31,
2017 |
|
March 31, 2018
Compared to
March 31, 2017
|
|
|||||
Net cash provided by (used in) operating activities
|
|
$
|
14,326
|
|
|
$
|
(104,841
|
)
|
|
119,167
|
|
|
Net cash used in investing activities
|
|
$
|
(19,544
|
)
|
|
$
|
(2,717
|
)
|
|
(16,827
|
)
|
|
Net cash (used in) provided by financing activities
|
|
$
|
(2,900
|
)
|
|
$
|
96,856
|
|
|
(99,756
|
)
|
|
in thousands
|
|
March 31, 2018
|
|
June 30, 2017
|
||||
Inventory
|
|
$
|
499,417
|
|
|
$
|
284,659
|
|
Less unhedgable inventory:
|
|
|
|
|
||||
Commemorative coin inventory, held at lower of cost or market
|
|
(162
|
)
|
|
(40
|
)
|
||
Premium on metals position
|
|
(3,375
|
)
|
|
(4,088
|
)
|
||
Inventory value not hedged
|
|
(3,537
|
)
|
|
(4,128
|
)
|
||
|
|
|
|
|
||||
Subtotal
|
|
495,880
|
|
|
280,531
|
|
||
Commitments at market:
|
|
|
|
|
|
|
||
Open inventory purchase commitments
|
|
451,961
|
|
|
587,687
|
|
||
Open inventory sales commitments
|
|
(192,221
|
)
|
|
(121,602
|
)
|
||
Margin sale commitments
|
|
(6,446
|
)
|
|
(7,936
|
)
|
||
In-transit inventory no longer subject to market risk
|
|
(4,168
|
)
|
|
(3,931
|
)
|
||
Unhedgable premiums on open commitment positions
|
|
243
|
|
|
495
|
|
||
Borrowed precious metals
|
|
(243,295
|
)
|
|
(5,625
|
)
|
||
Product financing arrangements
|
|
(97,370
|
)
|
|
(135,343
|
)
|
||
Advances on industrial metals
|
|
5,885
|
|
|
1,580
|
|
||
Inventory subject to price risk
|
|
410,469
|
|
|
595,856
|
|
||
|
|
|
|
|
||||
Inventory subject to derivative financial instruments:
|
|
|
|
|
||||
Precious metals forward contracts at market values
|
|
322,750
|
|
|
462,231
|
|
||
Precious metals futures contracts at market values
|
|
87,106
|
|
|
133,450
|
|
||
Total market value of derivative financial instruments
|
|
409,856
|
|
|
595,681
|
|
||
|
|
|
|
|
||||
Net inventory subject to commodity price risk
|
|
$
|
613
|
|
|
$
|
175
|
|
in thousands
|
|
March 31, 2018
|
|
June 30, 2017
|
||||
Purchase commitments
|
|
$
|
451,961
|
|
|
$
|
587,687
|
|
Sales commitments
|
|
$
|
(192,221
|
)
|
|
$
|
(121,602
|
)
|
Margin sale commitments
|
|
$
|
(6,446
|
)
|
|
$
|
(7,936
|
)
|
Open forward contracts
|
|
$
|
322,750
|
|
|
$
|
462,231
|
|
Open futures contracts
|
|
$
|
87,106
|
|
|
$
|
133,450
|
|
Foreign exchange forward contracts
|
|
$
|
3,641
|
|
|
$
|
2,213
|
|
•
|
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 maturities from three to twelve months.
|
•
|
We make advances to our customers on unrefined metals secured by materials received from the customer. These advances are limited to a portion of the materials received.
|
•
|
The Company makes unsecured, short-term, non-interest bearing advances to wholesale metals dealers and government mints.
|
•
|
The Company periodically extends short-term credit through the issuance of notes receivable to approved customers at interest rates determined on a customer-by-customer basis.
|
•
|
our loan underwriting and other credit policies and controls designed to assure repayment, which may prove inadequate to prevent losses;
|
•
|
our ability to sell collateral upon customer defaults for amounts sufficient to offset credit losses, which can be affected by a number of factors outside of our control, including (i) changes in economic conditions, (ii) increases in market rates of interest and (iii) changes in the condition or value of the collateral; and
|
•
|
the reserves we establish for loan losses, which may prove inadequate.
|
Regulation S-K
Exhibit Table Item No. |
|
Description of Exhibit
|
|||
31
|
|
.1
|
*
|
|
Certification Under Section 302 of the Sarbanes-Oxley Act of 2002.
|
31
|
|
.2
|
*
|
|
Certification Under Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
.1
|
*
|
|
Certification Under Section 906 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
.2
|
*
|
|
Certification Under Section 906 of the Sarbanes-Oxley Act of 2002.
|
101
|
|
.INS
|
*
|
|
XBRL Instance Document.
|
101
|
|
.SCH
|
*
|
|
XBRL Taxonomy Extension Calculation Schema Document.
|
101
|
|
.CAL
|
*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101
|
|
.DEF
|
*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101
|
|
.LAB
|
*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101
|
|
.PRE
|
*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
_________________________________
|
|
||
*
|
|
Filed herewith
|
|
|
|
A-MARK PRECIOUS METALS, INC.
|
|
||
Date:
|
May 10, 2018
|
By:
|
/s/ Gregory N. Roberts
|
|
|
|
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
A-MARK PRECIOUS METALS, INC.
|
|
||
Date:
|
May 10, 2018
|
By:
|
/s/ Cary Dickson
|
|
|
|
|
|
Name:
|
Cary Dickson
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
/s/ Gregory N. Roberts
|
|
Chief Executive Officer and Director
|
|
May 10, 2018
|
Gregory N. Roberts
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Cary Dickson
|
|
Chief Financial Officer
|
|
May 10, 2018
|
Cary Dickson
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
1 Year A Mark Precious Metals Chart |
1 Month A Mark Precious Metals Chart |
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