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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Spectrum Group International Inc (CE) | USOTC:SPGZ | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21,500.00 | 0.00 | 01:00:00 |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State of Incorporation)
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22-2365834
(IRS Employer I.D. No.)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
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June 30, 2013
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June 30, 2012
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||
Trading
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30
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|
|
25
|
|
Collectibles
|
113
|
|
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155
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Corporate
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6
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10
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Total
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149
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190
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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 for the purchase of bullion and numismatics;
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•
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offers secure storage for bullion; and
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•
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offers complementary products such as consignment, customized finance and liquidity programs such as Repo accounts, and trade quotes in a variety of foreign currencies.
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•
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vertically integrated operations that span trading, distribution, storage, financing and other consignment products and services;
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•
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an extensive and varied customer base that includes banks and other financial institutions, coin dealers, jewelers, collectors, private investors, investment advisors, manufacturers, refiners, sovereign mints and mines;
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•
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access to primary market makers, suppliers, refiners and government mints that provide a dependable supply of precious metals and precious metal products;
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•
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trading offices in Santa Monica, California and Vienna, Austria, giving our customers live access to our trading desk up to 17 hours each trading day, even when many major world commodity markets are closed;
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•
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the largest precious metals dealer network in North America;
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•
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depository relationships in major financial centers around the world;
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•
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in-house trading and logistics support, with existing capacity for growth;
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•
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experienced traders who effectively manage A-Mark's exposure to commodity price risk; and
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•
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a strong management team, with over 100 years of collective industry experience.
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Company
|
Primary Activity
|
Location
|
Date
Acquired/Formed
|
Spectrum Numismatics International, Inc.
|
Wholesaler of coins, currencies and other collectibles
|
USA
|
December 1999
|
Stack's-Bowers Numismatics, LLC
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Auctions of coins - primarily high-value and rare; and coin retailer - primarily catalogue and Internet
|
USA
|
January 2011
|
Spectrum Wine Auctions, LLC
|
Auctions of rare and fine vintage wines
|
USA
|
February 2009
|
SGI France SAS
|
Management company assisting with auction-related matters in France
|
France
|
October 2011
|
Spectrum Wine Auctions, Limited
|
Management company assisting with wine auction-related matters in Hong Kong
|
Hong Kong
|
October 2011
|
Stack's-Bowers Ponterio
|
Management company assisting with coin auction-related matters in Hong Kong
|
Hong Kong
|
October 2011
|
Calzona Ventures, LLC
|
Internet sales of coins
|
USA
|
January 2012
|
•
|
Spectrum Numismatics International, Inc. (“SNI”), which we have owned since 1999, is engaged in the buying and selling of coins and currencies on a wholesale basis.
|
•
|
On January 3, 2011, Bowers & Morena Auctions, LLC. ("B&M") entered into a joint venture with Stack's, LLC (“Stack's”), which together formed SBN. The operations of B&M and Stack's were assumed by SBN. B&M owns 51% of the equity of SBN. On April 30, 2013, the Company, through its subsidiaries B&M and Stack's-Bowers Numismatics, LLC (“SBN”), purchased the remaining 49% non-controlling interest in SBN/dba Stack's Bowers Galleries. As a result of this transaction, which was effective as of April 1, 2013, SBN/dba Stack's Bowers Galleries is now wholly owned by the Company.
|
•
|
On January 12, 2012, SNI formed Calzona Ventures, LLC (“Calzona”) with an outside partner for the purpose of selling precious metals and coins via the internet. SNI owns
35%
of the equity of Calzona. In accordance with ASC 810-10, "Consolidations", Calzona has been deemed by management to be a variable interest entity ("VIE") as the Company is the primary beneficiary due to controlling Calzona's financial interest and the power to direct most significant economic performance.
|
•
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Receivables from our customers with whom we trade in precious metal products are effectively short-term, non-interest bearing extensions of credit that are generally 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.
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•
|
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 50% to 80%. These loans are both variable and fixed interest rate loans, with maturities from six to twelve months.
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•
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We make advances to our customers on unrefined metals and collectibles secured by materials received from the customer. These advances are limited to a portion of the materials received.
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•
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The Company makes wholesale are unsecured, short-term, non-interest bearing advances to wholesale metals dealers and government mints.
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•
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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.
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•
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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
|
•
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the reserves we establish for loan losses, which may prove inadequate.
|
•
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sales of the Company's common stock by stockholders, including Afinsa and Auctentia and members of management and our board;
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•
|
actual or anticipated fluctuations in the Company's operating results;
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•
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the operating and stock price performance of other comparable companies;
|
•
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developments and publicity regarding the Spanish criminal investigation
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•
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general economic conditions; and
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•
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lack of liquidity for our common stock based, in part, on our shares not being traded on a national exchange.
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•
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Determine the appropriate complement of corporate accounting and finance personnel required to ensure timely and reliable financial reporting, and;
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•
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Hire the requisite additional personnel and/or contractors with public company accounting and reporting experience, and;
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•
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Organize and design our internal review and evaluation process to include more formal management oversight of the methods and review procedures utilized and the conclusions reached, including for purposes of evaluating and ensuring the sufficiency of accounting resources.
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Segment
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Location
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Square Footage
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Lease Term/Expiration
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Current Headquarters and North American Collectibles
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Irvine, California
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54,200
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Owned
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Coin Collectibles
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New York, New York
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1,500
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January 2016
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Coin Collectibles
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New York, New York
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7,500
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September 2016
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Coin Collectibles
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Wolfeboro, New Hampshire
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5,000
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Month-to-month
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Coin Collectibles
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Paris, France
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1,500
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September 2020
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Wine Collectibles
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San Francisco, California
|
|
1,700
|
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October 2013
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Wine Collectibles
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Hong Kong
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|
3,400
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September 2014
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Trading
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Santa Monica, California
|
|
4,400
|
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April 2014
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Trading
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Vienna, Austria
|
|
2,100
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September 2016
|
Plan category
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(a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
|
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(b)
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
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(c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|||||
Equity compensation plans approved by security holders (1)
|
1,678,750
|
|
|
$
|
4.05
|
|
(2
|
)
|
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1,392,500
|
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(1)
|
Consists of stock options and restricted stock/restricted stock units granted under the 2012 omnibus plan (the "2012 Plan") providing for discretionary grants of equity awards and cash incentive awards to employees, directors and other service providers, which replaced the 1993 Stock Option Plan, as amended (the “1993 Plan”), and the 1997 Stock Incentive Plan, as amended (the “1997 Plan”). SGI's stockholders previously approved the 2012 Plan. Under the 2012 Plan, SGI has granted options and other equity awards as a means of attracting and retaining officers, employees, non-employee directors and consultants, to provide incentives to such persons, and to align the interests of such persons with the interests of stockholders by providing compensation based on the value of SGI's stock. Awards under the 2012 Plan may be granted in the form of non-qualified stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, dividend equivalent rights and other stock-based awards (which may include outright grants of shares). The 2012 Plan currently is administered by the Compensation Committee of the Board of Directors, which may in its discretion select officers and other employees, directors (including non-employee directors) and consultants to SGI and its subsidiaries to receive grants or awards. At
June 30, 2013
, there were
1,392,500
shares remaining available for future awards under the 2012 Plan. Under the 2012 Plan, the exercise price of options and base price of SARs may be set at the discretion of the Board, and stock options and SARs may have any term. The 2012 Plan limits the number of share based awards that may be granted to any one person to 750,000 in any year. All remaining shares under the 2012 Plan could be granted as restricted stock, restricted stock units or other “full-value” awards, or as options or SARs. The 2012 Plan will terminate when no shares remain available for issuance and no awards remain outstanding.
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(2)
|
Weighted average exercise price is calculated including RSUs, which for this purpose are treated as having an exercise price of zero. If calculated solely for options that have an exercise price, the weighted average exercise price of outstanding exercisable options at
June 30, 2013
was
$5.32
.
|
•
|
Overview.
This section provides a general description of our business, as well as recent significant transactions and events that we believe are important in understanding the results of operations, as well as to anticipate future trends in those 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 years ended
June 30, 2013
and
June 30, 2012
.
|
•
|
Financial condition and liquidity and capital resources.
This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt that existed as of
June 30, 2013
. 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 significant accounting policies, including critical accounting policies, are summarized in Note 2 to the accompanying consolidated financial statements.
|
•
|
Recent accounting pronouncements.
This section discusses new accounting pronouncements, dates of implementation and impact on our accompanying consolidated financial statements, if any.
|
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% of
|
|
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|
% of
|
|
Increase
|
|
% of Increase
|
|||||||||
in thousands
|
2013
|
|
revenue
|
|
2012
|
|
revenue
|
|
(decrease)
|
|
(decrease)
|
|||||||||
Revenue
|
$
|
7,406,043
|
|
|
100.0
|
%
|
|
$
|
7,962,949
|
|
|
100.0
|
%
|
|
$
|
(556,906
|
)
|
|
(7.0
|
)%
|
Gross profit
|
50,863
|
|
|
0.7
|
|
|
48,639
|
|
|
0.6
|
|
|
2,224
|
|
|
4.6
|
|
|||
General and administrative expenses
|
19,649
|
|
|
0.3
|
|
|
24,719
|
|
|
0.3
|
|
|
(5,070
|
)
|
|
(20.5
|
)
|
|||
Salaries and wages
|
25,572
|
|
|
0.3
|
|
|
25,892
|
|
|
0.3
|
|
|
(320
|
)
|
|
(1.2
|
)
|
|||
Depreciation and amortization
|
2,226
|
|
|
—
|
|
|
1,812
|
|
|
—
|
|
|
414
|
|
|
22.8
|
|
|||
Goodwill impairment
|
1,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,102
|
|
|
NM
|
|
|||
Operating income (loss)
|
2,314
|
|
|
—
|
|
|
(3,784
|
)
|
|
—
|
|
|
6,098
|
|
|
161.2
|
|
|||
Interest income
|
8,357
|
|
|
0.1
|
|
|
12,624
|
|
|
0.2
|
|
|
(4,267
|
)
|
|
(33.8
|
)
|
|||
Interest expense
|
(4,404
|
)
|
|
(0.1
|
)
|
|
(4,939
|
)
|
|
(0.1
|
)
|
|
(535
|
)
|
|
(10.8
|
)
|
|||
Other income (expense), net
|
368
|
|
|
—
|
|
|
988
|
|
|
—
|
|
|
(620
|
)
|
|
(62.8
|
)
|
|||
Unrealized gain (loss) on foreign exchange
|
(1,496
|
)
|
|
—
|
|
|
4,196
|
|
|
0.1
|
|
|
(5,692
|
)
|
|
(135.7
|
)
|
|||
Income from continuing operations before provision for income taxes
|
5,139
|
|
|
0.1
|
|
|
9,085
|
|
|
0.1
|
|
|
(3,946
|
)
|
|
(43.4
|
)
|
|||
Provision for income taxes
|
1,754
|
|
|
—
|
|
|
4,302
|
|
|
0.1
|
|
|
(2,548
|
)
|
|
(59.2
|
)
|
|||
Income from continuing operations
|
3,385
|
|
|
—
|
|
|
4,783
|
|
|
0.1
|
|
|
(1,398
|
)
|
|
(29.2
|
)
|
|||
Income from discontinued operations, net of tax, attributable to Spectrum Group International, Inc.
|
(139
|
)
|
|
—
|
|
|
258
|
|
|
—
|
|
|
(397
|
)
|
|
(153.9
|
)
|
|||
Net income
|
3,246
|
|
|
—
|
|
|
5,041
|
|
|
0.1
|
|
|
(1,795
|
)
|
|
(35.6
|
)
|
|||
Less: net income attributable to the non-controlling interests
|
123
|
|
|
—
|
|
|
(979
|
)
|
|
—
|
|
|
(1,102
|
)
|
|
(112.6
|
)
|
|||
Net income attributable to Spectrum Group International, Inc.
|
$
|
3,369
|
|
|
—
|
%
|
|
$
|
4,062
|
|
|
0.1
|
%
|
|
$
|
(693
|
)
|
|
(17.1
|
)%
|
|
|
|
|
|
|
|
|
|
Increase/
|
|
% of Increase/
|
|||||||
|
2013
|
|
|
|
2012
|
|
|
|
(decrease)
|
|
(decrease)
|
|||||||
Basic and diluted income (loss) per share attributable to Spectrum Group International, Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic - continuing operations
|
$
|
0.11
|
|
|
|
|
$
|
0.11
|
|
|
|
|
$
|
—
|
|
|
—
|
%
|
Basic - discontinued operations
|
$
|
—
|
|
|
|
|
$
|
0.01
|
|
|
|
|
$
|
(0.01
|
)
|
|
(100.0
|
)%
|
Diluted - continuing operations
|
$
|
0.11
|
|
|
|
|
$
|
0.11
|
|
|
|
|
$
|
—
|
|
|
—
|
%
|
Diluted - discontinued operations
|
$
|
—
|
|
|
|
|
$
|
0.01
|
|
|
|
|
$
|
(0.01
|
)
|
|
(100.0
|
)%
|
Basic - net income
|
$
|
0.11
|
|
|
|
|
$
|
0.12
|
|
|
|
|
$
|
(0.01
|
)
|
|
(8.3
|
)%
|
Diluted - net income
|
$
|
0.11
|
|
|
|
|
$
|
0.12
|
|
|
|
|
$
|
(0.01
|
)
|
|
(8.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
31,150
|
|
|
|
|
32,678
|
|
|
|
|
|
|
|
|||||
Diluted
|
31,433
|
|
|
|
|
32,865
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NM - not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of
|
|
|
|
% of
|
|
$
|
|
%
|
|||||||||
In thousands
|
|
2013
|
|
revenue
|
|
2012
|
|
revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Trading revenues
|
|
$
|
7,223,750
|
|
|
100.00
|
%
|
|
$
|
7,769,792
|
|
|
100.00
|
%
|
|
$
|
(546,042
|
)
|
|
(7.03
|
)%
|
Gross profit
|
|
31,079
|
|
|
0.43
|
|
|
26,820
|
|
|
0.35
|
|
|
4,259
|
|
|
15.88
|
|
|||
General and administrative expenses
|
|
2,770
|
|
|
0.04
|
|
|
5,781
|
|
|
0.07
|
|
|
(3,011
|
)
|
|
(52.08
|
)
|
|||
Salaries and wages
|
|
10,208
|
|
|
0.14
|
|
|
9,774
|
|
|
0.13
|
|
|
434
|
|
|
4.44
|
|
|||
Depreciation and amortization
|
|
824
|
|
|
0.01
|
|
|
734
|
|
|
0.01
|
|
|
90
|
|
|
12.26
|
|
|||
Operating income
|
|
$
|
17,277
|
|
|
0.24
|
%
|
|
$
|
10,531
|
|
|
0.14
|
%
|
|
$
|
6,746
|
|
|
64.06
|
%
|
|
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||||||||
in thousands
|
|
$
|
|
% of revenue
|
|
$
|
|
% of revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Collectibles revenues
|
|
$
|
182,293
|
|
|
100.0
|
%
|
|
$
|
193,157
|
|
|
100
|
%
|
|
$
|
(10,864
|
)
|
|
(5.6
|
)%
|
Revenues by Collectible Type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Numismatics
|
|
$
|
179,939
|
|
|
98.7
|
%
|
|
$
|
188,732
|
|
|
97.7
|
%
|
|
$
|
(8,793
|
)
|
|
(4.7
|
)%
|
Wine
|
|
2,354
|
|
|
1.3
|
|
|
4,425
|
|
|
2.3
|
|
|
(2,071
|
)
|
|
(46.8
|
)
|
|||
|
|
$
|
182,293
|
|
|
100.0
|
%
|
|
$
|
193,157
|
|
|
100.0
|
%
|
|
$
|
(10,864
|
)
|
|
(5.6
|
)%
|
|
|
|
|
% of
|
|
|
|
% of
|
|
$
|
|
%
|
|||||||||
in thousands
|
|
2013
|
|
revenue
|
|
2012
|
|
revenue
|
|
Increase/(decrease)
|
|
Increase/(decrease)
|
|||||||||
Collectibles revenue
|
|
$
|
182,293
|
|
|
100.0
|
%
|
|
$
|
193,157
|
|
|
100.0
|
%
|
|
$
|
(10,864
|
)
|
|
(5.6
|
)%
|
Gross profit
|
|
19,785
|
|
|
10.9
|
|
|
21,819
|
|
|
11.3
|
|
|
(2,034
|
)
|
|
(9.3
|
)
|
|||
General and administrative expenses
|
|
10,784
|
|
|
5.9
|
|
|
14,365
|
|
|
7.4
|
|
|
(3,581
|
)
|
|
(24.9
|
)
|
|||
Salaries and wages
|
|
10,984
|
|
|
6.0
|
|
|
13,194
|
|
|
6.8
|
|
|
(2,210
|
)
|
|
(16.8
|
)
|
|||
Depreciation and amortization
|
|
1,021
|
|
|
0.6
|
|
|
887
|
|
|
0.5
|
|
|
134
|
|
|
15.1
|
|
|||
Goodwill impairment
|
|
1,101
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
1,101
|
|
|
NM
|
|
|||
Operating income (loss)
|
|
$
|
(4,105
|
)
|
|
(2.3
|
)%
|
|
$
|
(6,627
|
)
|
|
(3.4
|
)%
|
|
$
|
2,522
|
|
|
(38.1
|
)%
|
in thousands
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
||||
Cash (used in) provided by operating activities — continuing operations
|
|
$
|
(1,913
|
)
|
|
$
|
26,277
|
|
Cash (used in) provided by operating activities — discontinued operations
|
|
(2,825
|
)
|
|
3,762
|
|
||
Cash (used in) provided by operating activities
|
|
$
|
(4,738
|
)
|
|
$
|
30,039
|
|
Cash used in investing activities — continuing operations
|
|
$
|
(1,189
|
)
|
|
$
|
(967
|
)
|
Cash used in investing activities — discontinued operations
|
|
(22
|
)
|
|
(373
|
)
|
||
Cash used in investing activities
|
|
(1,211
|
)
|
|
(1,340
|
)
|
||
Cash provided by (used in) financing activities — continuing operations
|
|
$
|
4,466
|
|
|
$
|
(26,604
|
)
|
|
|
Payment due by period
|
||||||||||||||||||||||
|
|
|
|
|
|
2 to 3
|
|
3 to 4
|
|
4 to 5
|
|
5 years and
|
||||||||||||
in thousands
|
|
Total
|
|
1 year
|
|
years
|
|
years
|
|
years
|
|
thereafter
|
||||||||||||
Borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trading
|
|
$
|
95,000
|
|
|
$
|
95,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collectibles
|
|
5,857
|
|
|
5,857
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Mortgage note payable
|
|
6,244
|
|
|
142
|
|
|
6,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other note payable
|
|
131
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Lease obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating
|
|
3,002
|
|
|
1,174
|
|
|
781
|
|
|
594
|
|
|
175
|
|
|
278
|
|
||||||
Capital
|
|
930
|
|
|
217
|
|
|
231
|
|
|
245
|
|
|
213
|
|
|
24
|
|
||||||
Auction sponsorship obligations
|
|
2,130
|
|
|
765
|
|
|
172
|
|
|
180
|
|
|
188
|
|
|
825
|
|
||||||
Total
|
|
$
|
113,294
|
|
|
$
|
103,286
|
|
|
$
|
7,286
|
|
|
$
|
1,019
|
|
|
$
|
576
|
|
|
$
|
1,127
|
|
(in thousands)
|
|
June 30, 2013
|
|
|
June 30, 2012
|
|
|
|
|
|
|
||
Purchase commitments
|
|
461,883
|
|
|
392,308
|
|
Sales commitments
|
|
(272,044
|
)
|
|
(140,824
|
)
|
Open forward contracts
|
|
84,999
|
|
|
59,659
|
|
Open futures contracts
|
|
171,272
|
|
|
244,954
|
|
1.
|
For auctions of consigned product, revenue is recognized upon delivery of the related service elements. The first service element in the auction of consigned product consists of cataloging, appraising, preparation and performance of the auction. Revenue related to this element is recognized upon completion of the auction. The second service element relates to the processing, packaging and delivery of the sold consigned product and the collection of the sales consideration on behalf of the consignor. Revenue related to this element is recognized upon cash receipt from the purchaser, and coincides with delivery of the consigned product to the purchaser. Since each delivered service element has standalone value to the customer and delivery or performance of any undelivered service elements is probable, revenue is allocated to each separate unit of accounting based on the relative selling price of the element as a result of the lack of reliable vendor specific objective evidence or third-party evidence of the selling price. Significant inputs in determining the selling price of each service element included time employees spent working on these elements and their cost plus a markup.
|
2.
|
For auctions of owned product, revenue is recognized when title of the product passes to the customer which is upon delivery, which, based on Company operational policies, usually occurs when the sales consideration is collected.
|
3.
|
For the wholesale sale of owned products, revenue is recognized upon the transfer of title to the customer, which occurs upon delivery.
|
•
|
For items reclassified out of accumulated other comprehensive income (AOCI) and into net income in their entirety, the effect of the reclassification on each affected net income line item; and
|
•
|
For AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures.
|
|
Page
|
|
June 30,
|
|
June 30,
|
||||
|
2013
|
|
2012
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,643
|
|
|
$
|
25,305
|
|
Receivables and secured loans, net — trading operations
|
109,696
|
|
|
127,380
|
|
||
Accounts receivable and consignor advances, net — collectibles operations
|
12,347
|
|
|
20,428
|
|
||
Inventory, net
|
188,253
|
|
|
164,780
|
|
||
Prepaid expenses and other assets
|
2,306
|
|
|
2,770
|
|
||
Deferred tax assets
|
3,630
|
|
|
13,192
|
|
||
Current assets of discontinued operations
|
—
|
|
|
8,273
|
|
||
Total current assets
|
339,875
|
|
|
362,128
|
|
||
Property and equipment, net
|
13,908
|
|
|
11,710
|
|
||
Goodwill
|
4,884
|
|
|
5,986
|
|
||
Other purchased intangibles, net
|
6,317
|
|
|
7,157
|
|
||
Restricted cash
|
602
|
|
|
550
|
|
||
Income tax receivables
|
1,836
|
|
|
2,637
|
|
||
Deferred tax assets — non-current
|
3,387
|
|
|
1,207
|
|
||
Other assets
|
566
|
|
|
941
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
1,895
|
|
||
Total assets
|
$
|
371,375
|
|
|
$
|
394,211
|
|
LIABILITIES, REDEEMABLE NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|||
Accounts payable and consignor payables
|
$
|
95,839
|
|
|
$
|
102,103
|
|
Liability on borrowed metals
|
20,117
|
|
|
27,076
|
|
||
Obligation under product financing arrangement
|
38,554
|
|
|
15,576
|
|
||
Accrued expenses and other current liabilities
|
10,693
|
|
|
9,920
|
|
||
Income taxes payable
|
6,364
|
|
|
17,860
|
|
||
Lines of credit
|
100,857
|
|
|
92,669
|
|
||
Debt obligations, current portion
|
161
|
|
|
154
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
8,224
|
|
||
Total current liabilities
|
272,585
|
|
|
273,582
|
|
||
Long term tax liabilities
|
9,322
|
|
|
8,010
|
|
||
Debt obligations, net of current portion
|
8,788
|
|
|
6,574
|
|
||
Other long-term liabilities
|
1,888
|
|
|
168
|
|
||
Total liabilities
|
292,583
|
|
|
288,334
|
|
||
Commitments and contingencies
|
|
|
|
||||
Redeemable non-controlling interest, VIE
|
160
|
|
|
124
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value, authorized 10,000 shares; issued and outstanding: none
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, authorized 40,000 shares; issued and outstanding: 30,909 and 32,723 at June 30, 2013 and 2012, respectively
|
309
|
|
|
327
|
|
||
Additional paid-in capital
|
206,655
|
|
|
242,418
|
|
||
Accumulated other comprehensive income
|
6,605
|
|
|
6,389
|
|
||
Accumulated deficit
|
(134,937
|
)
|
|
(156,777
|
)
|
||
Total Spectrum Group International, Inc. stockholders’ equity
|
78,632
|
|
|
92,357
|
|
||
Non-controlling interest, SBN
|
—
|
|
|
13,396
|
|
||
Total stockholders’ equity
|
78,632
|
|
|
105,753
|
|
||
Total liabilities, redeemable non-controlling interest and stockholders’ equity
|
$
|
371,375
|
|
|
$
|
394,211
|
|
|
|
Year Ended
|
||||||
|
|
June 30,
2013 |
|
June 30,
2012 |
||||
Revenues:
|
|
|
|
|
||||
Sales of precious metals
|
|
$
|
7,223,750
|
|
|
$
|
7,769,792
|
|
Collectibles revenues:
|
|
|
|
|
||||
Sales of inventory
|
|
164,733
|
|
|
172,610
|
|
||
Auction services
|
|
17,560
|
|
|
20,547
|
|
||
Total revenues
|
|
7,406,043
|
|
|
7,962,949
|
|
||
Cost of sales:
|
|
|
|
|
||||
Cost of precious metals sold
|
|
7,192,672
|
|
|
7,742,972
|
|
||
Cost of collectibles sold
|
|
156,803
|
|
|
165,778
|
|
||
Auction services expense
|
|
5,705
|
|
|
5,560
|
|
||
Total cost of sales
|
|
7,355,180
|
|
|
7,914,310
|
|
||
Gross profit
|
|
50,863
|
|
|
48,639
|
|
||
Operating expenses:
|
|
|
|
|
||||
General and administrative
|
|
19,649
|
|
|
24,719
|
|
||
Salaries and wages
|
|
25,572
|
|
|
25,892
|
|
||
Depreciation and amortization
|
|
2,226
|
|
|
1,812
|
|
||
Goodwill impairment
|
|
1,102
|
|
|
—
|
|
||
Total operating expenses
|
|
48,549
|
|
|
52,423
|
|
||
Operating income (loss)
|
|
2,314
|
|
|
(3,784
|
)
|
||
Interest and other income (expense):
|
|
|
|
|
||||
Interest income
|
|
8,357
|
|
|
12,624
|
|
||
Interest expense
|
|
(4,404
|
)
|
|
(4,939
|
)
|
||
Other income (expense), net
|
|
368
|
|
|
988
|
|
||
Unrealized gain (loss) on foreign exchange
|
|
(1,496
|
)
|
|
4,196
|
|
||
Total interest and other income (expense)
|
|
2,825
|
|
|
12,869
|
|
||
Income from continuing operations before provision for income taxes
|
|
5,139
|
|
|
9,085
|
|
||
Provision for income taxes
|
|
1,754
|
|
|
4,302
|
|
||
Income from continuing operations
|
|
3,385
|
|
|
4,783
|
|
||
Income (loss) from discontinued operations, net of tax, attributable to Spectrum Group International, Inc.
|
|
(139
|
)
|
|
258
|
|
||
Net income
|
|
3,246
|
|
|
5,041
|
|
||
Less: net loss (income) attributable to the non-controlling interests
|
|
123
|
|
|
(979
|
)
|
||
Net income attributable to Spectrum Group International, Inc.
|
|
$
|
3,369
|
|
|
$
|
4,062
|
|
Basic and diluted income(loss) per share attributable to Spectrum Group International, Inc.:
|
|
|
|
|
||||
Basic - continuing operations
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
Basic - discontinued operations
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Diluted - continuing operations
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
Diluted - discontinued operations
|
|
$
|
—
|
|
|
$
|
0.01
|
|
Basic - net income
|
|
$
|
0.11
|
|
|
$
|
0.12
|
|
Diluted - net income
|
|
$
|
0.11
|
|
|
$
|
0.12
|
|
Weighted average shares outstanding
|
|
|
|
|
||||
Basic
|
|
31,150
|
|
|
32,678
|
|
||
Diluted
|
|
31,433
|
|
|
32,865
|
|
|
|
|
Year Ended
|
||||||
|
|
|
June 30,
2013 |
|
June 30, 2012
(1)
|
||||
|
|
|
|
|
|
||||
Net income
|
|
|
$
|
3,246
|
|
|
$
|
5,041
|
|
Other comprehensive income (loss) before tax:
|
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
|
1,338
|
|
|
(4,371
|
)
|
||
Other comprehensive income (loss) before tax
|
|
|
1,338
|
|
|
(4,371
|
)
|
||
Income tax expense (benefit) related to components of other comprehensive income from continuing operations
|
|
|
494
|
|
|
(1,410
|
)
|
||
Other comprehensive income, net of tax, from continuing operations
|
|
|
4,090
|
|
|
2,080
|
|
||
Foreign currency translation adjustments, net of tax, from discontinued operations
|
|
|
395
|
|
|
(517
|
)
|
||
Total comprehensive income
|
|
|
4,485
|
|
|
1,563
|
|
||
Less: Comprehensive loss (income) attributable to non-controlling interest
|
|
|
123
|
|
|
(979
|
)
|
||
Comprehensive income attributable to Spectrum Group International, Inc.
|
|
|
$
|
4,608
|
|
|
$
|
584
|
|
|
Common Stock (Shares)
|
|
Common Stock ($)
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income
|
|
Accumulated Deficit
|
|
Total Spectrum Group International, Inc. Stockholders’ Equity
|
|
Non-controlling Interests (1)
|
|
Total Stockholders’ Equity
|
|||||||||||||||
Balance, June 30, 2011
|
32,537
|
|
|
$
|
325
|
|
|
$
|
241,917
|
|
|
$
|
9,867
|
|
|
$
|
(160,838
|
)
|
|
$
|
91,271
|
|
|
$
|
12,352
|
|
|
$
|
103,623
|
|
Net income attributable to SGI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,062
|
|
|
4,062
|
|
|
1,050
|
|
|
5,112
|
|
|||||||
Change in cumulative foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,478
|
)
|
|
—
|
|
|
(3,478
|
)
|
|
—
|
|
|
(3,478
|
)
|
|||||||
Share based compensation
|
—
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
—
|
|
|
542
|
|
|
—
|
|
|
542
|
|
|||||||
Issuance of common stock for restricted stock grants
|
183
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
3
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||||
Allocation to non-controlling interest
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||||||
Final distribution to Winter's Game Bullion non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||||
Others
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, June 30, 2012
|
32,723
|
|
|
327
|
|
|
242,418
|
|
|
6,389
|
|
|
(156,777
|
)
|
|
92,357
|
|
|
13,396
|
|
|
105,753
|
|
|||||||
Net income(loss) attributable to SGI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,369
|
|
|
3,369
|
|
|
(159
|
)
|
|
3,210
|
|
|||||||
Change in cumulative foreign currency translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
|
|||||||
Taxes paid in exchange for cancellation of restricted stock
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share based compensation
|
—
|
|
|
—
|
|
|
1,176
|
|
|
—
|
|
|
—
|
|
|
1,176
|
|
|
—
|
|
|
1,176
|
|
|||||||
Issuance of common stock for restricted stock grants
|
441
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Exercise of stock options
|
50
|
|
|
1
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
|||||||
Repurchase of restricted stock units
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Repurchase of common stock
|
(124
|
)
|
|
(1
|
)
|
|
(246
|
)
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|
—
|
|
|
(247
|
)
|
|||||||
Sale of stamps business
|
—
|
|
|
—
|
|
|
(7,192
|
)
|
|
(1,023
|
)
|
|
7,394
|
|
|
(821
|
)
|
|
—
|
|
|
(821
|
)
|
|||||||
Retirement of repurchased Afinsa and Auctentia common stock and interest in Spectrum Precious Metals, Inc.
|
(15,608
|
)
|
|
(156
|
)
|
|
(51,022
|
)
|
|
—
|
|
|
11,272
|
|
|
(39,906
|
)
|
|
(11,271
|
)
|
|
(51,177
|
)
|
|||||||
Issuance of common stock
|
13,431
|
|
|
134
|
|
|
25,011
|
|
|
—
|
|
|
—
|
|
|
25,145
|
|
|
—
|
|
|
25,145
|
|
|||||||
Repurchase of minority interest and estimated fair value of earn-out contingency
|
—
|
|
|
—
|
|
|
(3,783
|
)
|
|
—
|
|
|
—
|
|
|
(3,783
|
)
|
|
(1,966
|
)
|
|
(5,749
|
)
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Restricted capital of foreign subsidiary
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Balance, June 30, 2013
|
30,909
|
|
|
$
|
309
|
|
|
$
|
206,655
|
|
|
$
|
6,605
|
|
|
$
|
(134,937
|
)
|
|
$
|
78,632
|
|
|
$
|
—
|
|
|
$
|
78,632
|
|
|
Year Ended
|
||||||
|
June 30, 2013
|
|
June 30, 2012
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
3,246
|
|
|
$
|
5,041
|
|
Income(Loss) from discontinued operations, net of tax, attributable to Spectrum Group International, Inc.
|
139
|
|
|
(258
|
)
|
||
Income from continuing operations
|
3,385
|
|
|
4,783
|
|
||
Adjustments to reconcile income from continuing operations to net cash provided by (used in) operating activities — continuing operations:
|
|
|
|
||||
Net unrealized (gains) losses on foreign currency
|
1,496
|
|
|
(4,196
|
)
|
||
Depreciation and amortization
|
2,226
|
|
|
1,812
|
|
||
Impairment of intangible assets
|
1,102
|
|
|
—
|
|
||
Provision for bad debts
|
(396
|
)
|
|
1,171
|
|
||
Provision for inventory write downs
|
835
|
|
|
517
|
|
||
Share based compensation
|
1,176
|
|
|
542
|
|
||
Loss on abandonment of property and equipment
|
52
|
|
|
75
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Receivables and secured loans - trading
|
18,394
|
|
|
(34,501
|
)
|
||
Accounts receivable and consignor advances - collectibles
|
7,853
|
|
|
1,605
|
|
||
Inventory
|
(24,302
|
)
|
|
20,137
|
|
||
Prepaid expenses and other assets
|
852
|
|
|
(241
|
)
|
||
Liabilities on borrowed metals
|
(6,959
|
)
|
|
15,692
|
|
||
Accounts payable, consignor payables, accrued expenses and other liabilities
|
(5,697
|
)
|
|
17,987
|
|
||
Income taxes receivable/payable
|
(9,527
|
)
|
|
16,205
|
|
||
Deferred taxes and other long-term tax liabilities
|
7,597
|
|
|
(14,555
|
)
|
||
Accrued litigation settlement
|
—
|
|
|
(756
|
)
|
||
Net cash (used in) provided by operating activities — continuing operations
|
(1,913
|
)
|
|
26,277
|
|
||
Net cash (used in) provided by operating activities — discontinued operations
|
(2,825
|
)
|
|
3,762
|
|
||
Net cash (used in) provided by operating activities
|
(4,738
|
)
|
|
30,039
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures for property and equipment
|
(2,702
|
)
|
|
(2,606
|
)
|
||
Purchase of non-controlling interest
|
(2,250
|
)
|
|
—
|
|
||
Maturity of short term investments
|
—
|
|
|
1,068
|
|
||
Change in restricted cash
|
(52
|
)
|
|
571
|
|
||
Cash transferred related to disposition of business
|
(3,935
|
)
|
|
—
|
|
||
Proceeds related to disposition of business
|
7,750
|
|
|
—
|
|
||
Net cash (used in) investing activities — continuing operations
|
(1,189
|
)
|
|
(967
|
)
|
||
Net cash (used in) investing activities — discontinued operations
|
(22
|
)
|
|
(373
|
)
|
||
Net cash (used in) investing activities
|
(1,211
|
)
|
|
(1,340
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings (repayments) under lines of credit, net
|
8,188
|
|
|
(42,222
|
)
|
||
Repayments on notes payable
|
(524
|
)
|
|
(107
|
)
|
||
Obligation under product financing arrangement
|
22,978
|
|
|
15,576
|
|
||
Issuance of common stock
|
25,145
|
|
|
—
|
|
||
Repurchase/retirement of Afinsa and Auctentia common stock
|
(51,178
|
)
|
|
—
|
|
||
Repurchase of common stock
|
(247
|
)
|
|
—
|
|
||
Contribution from non-controlling interest
|
—
|
|
|
150
|
|
||
Distributions paid to non-controlling interest
|
—
|
|
|
(6
|
)
|
||
Repurchase of restricted stock
|
(1
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
105
|
|
|
5
|
|
||
Net cash provided by (used in) financing activities — continuing operations
|
4,466
|
|
|
(26,604
|
)
|
||
Net cash provided by (used in) financing activities — discontinued operations
|
—
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
4,466
|
|
|
(26,604
|
)
|
||
Effects of exchange rate changes on cash
|
(179
|
)
|
|
(971
|
)
|
||
Net (decrease)increase in cash and cash equivalents
|
(1,662
|
)
|
|
1,124
|
|
||
Cash and cash equivalents, beginning of period
|
25,305
|
|
|
24,181
|
|
||
Cash and cash equivalents, end of period
|
$
|
23,643
|
|
|
$
|
25,305
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest expense
|
$
|
3,689
|
|
|
$
|
4,530
|
|
Income taxes
|
$
|
3,509
|
|
|
$
|
2,898
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Purchase of equipment under capital lease
|
$
|
910
|
|
|
$
|
—
|
|
Acquisition of Stack's minority interest
|
$
|
2,650
|
|
|
$
|
—
|
|
Asset Category
|
|
Estimated Useful Life
|
Equipment and vehicles
|
|
3 – 10 years
|
Furniture and fixtures and leasehold improvements
|
|
3 – 20 years
|
Software
|
|
3 – 5 years
|
Building
|
|
40 years
|
Building improvements
|
|
20 – 40 years
|
1.
|
For auctions of consigned product, revenue is recognized upon delivery of the related service elements. The first service element in the auction of consigned product consists of cataloging, appraising, preparation and performance of the auction. Revenue related to this element is recognized upon completion of the auction. The second service element relates to the processing, packaging and delivery of the sold consigned product and the collection of the sales consideration on behalf of the consignor. Revenue related to this element is recognized upon cash receipt from the purchaser, and coincides with delivery of the consigned product to the purchaser. Since each delivered service element has standalone value to the customer and delivery or performance of any undelivered service elements is probable, revenue is allocated to each separate unit of accounting based on the relative selling price of the element as a result of the lack of reliable vendor specific objective evidence or third-party evidence of the selling price. Significant inputs in determining the selling price of each service element included time employees spent working on these elements and their cost plus a markup.
|
2.
|
For auctions of owned product, revenue is recognized when title of the product passes to the customer which is upon delivery, which, based on Company operational policies, usually occurs when the sales consideration is collected.
|
3.
|
For the wholesale sale of owned products, revenue is recognized upon the transfer of title to the customer, which occurs upon delivery.
|
•
|
For items reclassified out of accumulated other comprehensive income (AOCI) and into net income in their entirety, the effect of the reclassification on each affected net income line item; and
|
•
|
for AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures.
|
In thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Assets
|
|
|
|
|
||||
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Accounts receivable and consignor advances, net - collectible operations
|
|
$
|
—
|
|
|
$
|
7,270
|
|
Inventory, net
|
|
—
|
|
|
589
|
|
||
Prepaid expenses and other assets
|
|
—
|
|
|
414
|
|
||
Total current assets
|
|
—
|
|
|
8,273
|
|
||
|
|
|
|
|
||||
Property and equipment, net
|
|
—
|
|
|
513
|
|
||
Goodwill
|
|
—
|
|
|
1,018
|
|
||
Other purchased intangibles, net
|
|
—
|
|
|
225
|
|
||
Other assets
|
|
—
|
|
|
139
|
|
||
Total assets
|
|
$
|
—
|
|
|
$
|
10,168
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
||||
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable, customer deposits and consignor payables
|
|
$
|
—
|
|
|
$
|
6,004
|
|
Accrued expenses and other current liabilities
|
|
—
|
|
|
2,046
|
|
||
Income taxes payable
|
|
—
|
|
|
174
|
|
||
Total liabilities
|
|
$
|
—
|
|
|
$
|
8,224
|
|
|
|
Year Ended
|
||||||
in thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Revenues
|
|
$
|
185
|
|
|
$
|
11,895
|
|
Income (loss) from discontinued operations:
|
|
|
|
|
||||
Income (loss) from discontinued operations
|
|
(1,080
|
)
|
|
456
|
|
||
Income tax (benefit)
|
|
(941
|
)
|
|
198
|
|
||
Income (loss) from discontinued operations
|
|
$
|
(139
|
)
|
|
$
|
258
|
|
4
.
|
CUSTOMER CONCENTRATIONS
|
|
Year Ended
|
||||||||||
|
June 30, 2013
|
|
June 30, 2012
|
||||||||
|
|
|
|
|
|
||||||
in thousands
|
Amount
|
Percent
|
|
Amount
|
Percent
|
||||||
Total Trading segment revenue
|
$
|
7,223,750
|
|
100.0
|
%
|
|
$
|
7,769,792
|
|
100.0
|
%
|
Trading segment customer concentrations
|
|
|
|
|
|
||||||
Customer A
|
$
|
823,756
|
|
11.4
|
%
|
|
$
|
434,795
|
|
5.6
|
%
|
Customer B
|
814,207
|
|
11.3
|
%
|
|
1,796,016
|
|
23.1
|
%
|
||
Customer C
|
778,151
|
|
10.8
|
%
|
|
1,305,876
|
|
16.8
|
%
|
||
Total
|
$
|
2,416,114
|
|
33.5
|
%
|
|
$
|
3,536,687
|
|
45.5
|
%
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||
|
|
|
|
||||||||||
in thousands
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Trading segment accounts receivable
|
$
|
58,777
|
|
|
100.0
|
%
|
|
$
|
85,921
|
|
|
100.0
|
%
|
Trading segment customer concentrations
|
|
|
|
|
|
|
|
||||||
Customer A
|
$
|
44,185
|
|
|
75.2
|
%
|
|
$
|
55,803
|
|
|
64.5
|
%
|
Customer D
|
8,593
|
|
|
14.6
|
|
|
7,423
|
|
|
8.6
|
|
||
Total
|
$
|
52,778
|
|
|
89.8
|
%
|
|
$
|
63,226
|
|
|
73.1
|
%
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||
|
|
|
|
||||||||||
in thousands
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Trading segment secured loans
|
$
|
35,585
|
|
|
100.0
|
%
|
|
$
|
39,201
|
|
|
100.0
|
%
|
Trading segment customer concentrations
|
|
|
|
|
|
|
|
||||||
Customer E
|
$
|
15,800
|
|
|
44.4
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Customer F
|
3,659
|
|
|
10.3
|
|
|
8,539
|
|
|
21.8
|
|
||
Customer G
|
—
|
|
|
—
|
%
|
|
6,707
|
|
|
17.1
|
%
|
||
Total
|
$
|
19,459
|
|
|
54.7
|
%
|
|
$
|
15,246
|
|
|
38.9
|
%
|
5
.
|
RECEIVABLES
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Customer trade receivables
|
$
|
38,154
|
|
|
$
|
58,324
|
|
Wholesale trade advances
|
20,623
|
|
|
15,035
|
|
||
Secured loans
|
35,585
|
|
|
39,201
|
|
||
Due from M.F. Global, Inc. trustee
|
—
|
|
|
5,692
|
|
||
Due from other brokers and other
|
—
|
|
|
6,871
|
|
||
Subtotal
|
94,362
|
|
|
125,123
|
|
||
Less: allowance for doubtful accounts
|
(104
|
)
|
|
(102
|
)
|
||
Less: M.F. Global, Inc. trustee reserve
|
—
|
|
|
(1,016
|
)
|
||
Subtotal
|
94,258
|
|
|
124,005
|
|
||
Derivative assets — futures contracts
|
14,967
|
|
|
3,375
|
|
||
Derivative assets — forward contracts
|
471
|
|
|
—
|
|
||
Receivables and secured loans, net — trading operations
|
$
|
109,696
|
|
|
$
|
127,380
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Auction and trade
|
$
|
10,827
|
|
|
$
|
20,138
|
|
Secured loan
|
1,258
|
|
|
—
|
|
||
Derivative assets — future contracts
|
569
|
|
|
98
|
|
||
Due from brokers
|
—
|
|
|
368
|
|
||
Subtotal
|
12,654
|
|
|
20,604
|
|
||
Less: allowance for doubtful accounts
|
(307
|
)
|
|
(176
|
)
|
||
Accounts receivable and consignor advances, net — collectibles operations
|
$
|
12,347
|
|
|
$
|
20,428
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
1,294
|
|
|
$
|
123
|
|
Provision for losses
|
(396
|
)
|
|
1,171
|
|
||
Charge-offs to reserve
|
(488
|
)
|
|
—
|
|
||
Foreign currency exchange rate changes
|
1
|
|
|
—
|
|
||
Ending balance
|
$
|
411
|
|
|
$
|
1,294
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||
|
|
|
|
|
|
|
|
||||||
Bullion
|
$
|
21,993
|
|
|
61.8
|
%
|
|
$
|
12,991
|
|
|
33.1
|
%
|
Collectibles
|
13,592
|
|
|
38.2
|
%
|
|
26,210
|
|
|
66.9
|
%
|
||
Total
|
$
|
35,585
|
|
|
100.0
|
%
|
|
$
|
39,201
|
|
|
100.0
|
%
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||
|
|
|
|
|
|
|
|
||||||
Loan-to-value of 75% or more
|
$
|
3,764
|
|
|
10.6
|
%
|
|
$
|
9,914
|
|
|
25.3
|
%
|
Loan-to-value of less than 75%
|
31,821
|
|
|
89.4
|
%
|
|
29,287
|
|
|
74.7
|
%
|
||
Total
|
$
|
35,585
|
|
|
100.0
|
%
|
|
$
|
39,201
|
|
|
100.0
|
%
|
6
.
|
INVENTORIES
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Trading
|
$
|
162,378
|
|
|
$
|
143,464
|
|
Collectibles
|
25,875
|
|
|
21,316
|
|
||
Net inventory
|
$
|
188,253
|
|
|
$
|
164,780
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Equipment
|
$
|
2,082
|
|
|
$
|
1,533
|
|
Furniture and fixtures
|
1,048
|
|
|
1,009
|
|
||
Vehicles
|
52
|
|
|
52
|
|
||
Software
|
2,283
|
|
|
1,913
|
|
||
Leasehold improvements
|
1,691
|
|
|
1,065
|
|
||
Building
|
3,296
|
|
|
3,296
|
|
||
Building improvements
|
1,324
|
|
|
1,259
|
|
||
Land
|
3,954
|
|
|
3,954
|
|
||
Total property and equipment
|
15,730
|
|
|
14,081
|
|
||
Less: accumulated depreciation and amortization
|
(3,332
|
)
|
|
(2,371
|
)
|
||
Construction in progress - ERP system
|
1,510
|
|
|
—
|
|
||
Property and equipment, net
|
$
|
13,908
|
|
|
$
|
11,710
|
|
in thousands
|
Trading
|
|
Collectibles
|
|
Total
|
|||||||
Balance as of June 30, 2011
|
|
|
|
|
|
|||||||
Goodwill
|
$
|
4,884
|
|
|
$
|
5,386
|
|
|
$
|
10,270
|
|
|
Accumulated impairment losses
|
—
|
|
|
(4,261
|
)
|
|
(4,261
|
)
|
||||
Goodwill, net as of June 30, 2011
|
4,884
|
|
|
1,125
|
|
|
6,009
|
|
||||
Adjustment to goodwill due to foreign currency exchange rate changes
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
||||
Balance as of June 30, 2012
|
|
—
|
|
|
|
|
||||||
Goodwill
|
$
|
4,884
|
|
|
$
|
5,363
|
|
|
$
|
10,247
|
|
|
Accumulated impairment losses
|
—
|
|
|
(4,261
|
)
|
|
(4,261
|
)
|
||||
|
4,884
|
|
|
1,102
|
|
|
5,986
|
|
||||
Goodwill impairment
|
—
|
|
|
(1,102
|
)
|
|
(1,102
|
)
|
||||
Balance as of June 30, 2013
|
|
—
|
|
|
|
|
||||||
Goodwill
|
4,884
|
|
|
5,363
|
|
|
10,247
|
|
||||
Accumulated impairment losses
|
—
|
|
|
(5,363
|
)
|
|
(5,363
|
)
|
||||
|
$
|
4,884
|
|
|
$
|
—
|
|
|
$
|
4,884
|
|
|
|
|
June 30, 2013
|
|
June 30, 2012
|
||||||||||||||||||||||||||||
|
|
|
|
|
|
||||||||||||||||||||||||||||
in thousands
|
Estimated Useful Lives (Years)
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net Book Value
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Accumulated Impairment
|
|
Net Book Value
|
||||||||||||||||
Tradenames
|
Indefinite
|
|
$
|
3,479
|
|
|
$
|
—
|
|
|
$
|
(798
|
)
|
|
$
|
2,681
|
|
|
$
|
3,479
|
|
|
$
|
—
|
|
|
$
|
(798
|
)
|
|
$
|
2,681
|
|
Customer lists
|
5 - 15
|
|
9,057
|
|
|
(5,019
|
)
|
|
(419
|
)
|
|
3,619
|
|
|
9,057
|
|
|
(4,190
|
)
|
|
(419
|
)
|
|
4,448
|
|
||||||||
Non-compete and other
|
4
|
|
2,270
|
|
|
(2,253
|
)
|
|
—
|
|
|
17
|
|
|
2,270
|
|
|
(2,242
|
)
|
|
—
|
|
|
28
|
|
||||||||
Purchased intangibles subject to amortization
|
|
|
11,327
|
|
|
(7,272
|
)
|
|
(419
|
)
|
|
3,636
|
|
|
11,327
|
|
|
(6,432
|
)
|
|
(419
|
)
|
|
4,476
|
|
||||||||
|
|
|
$
|
14,806
|
|
|
$
|
(7,272
|
)
|
|
$
|
(1,217
|
)
|
|
$
|
6,317
|
|
|
$
|
14,806
|
|
|
$
|
(6,432
|
)
|
|
$
|
(1,217
|
)
|
|
$
|
7,157
|
|
9
.
|
ACCOUNTS PAYABLE AND CONSIGNOR PAYABLES
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Trade payable to customers and consignor payables
|
$
|
8,094
|
|
|
$
|
19,171
|
|
Advances from customers
|
31,026
|
|
|
21,368
|
|
||
Liability on deferred revenue
|
14,985
|
|
|
—
|
|
||
Net liability on margin accounts
|
6,636
|
|
|
14,842
|
|
||
Due to brokers
|
4,985
|
|
|
—
|
|
||
Other accounts payable
|
—
|
|
|
464
|
|
||
Derivative liabilities — open purchases and sales commitments
|
30,113
|
|
|
45,932
|
|
||
Derivative liabilities — forward contracts
|
—
|
|
|
326
|
|
||
|
$
|
95,839
|
|
|
$
|
102,103
|
|
10
.
|
INCOME TAXES
|
|
Year ended
|
||||||
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
U.S.
|
$
|
4,438
|
|
|
$
|
7,778
|
|
Foreign
|
700
|
|
|
1,307
|
|
||
Income from continuing operations before provision for income taxes
|
$
|
5,138
|
|
|
$
|
9,085
|
|
|
Year ended
|
||||||
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Current:
|
|
|
|
||||
Federal
|
$
|
(7,140
|
)
|
|
$
|
15,578
|
|
State
|
413
|
|
|
3,240
|
|
||
Foreign
|
411
|
|
|
115
|
|
||
Total current tax provision/(benefit)
|
(6,316
|
)
|
|
18,933
|
|
||
Deferred:
|
|
|
|
||||
Federal
|
6,527
|
|
|
(11,708
|
)
|
||
State
|
1,543
|
|
|
(2,923
|
)
|
||
Total deferred tax provision/(benefit)
|
8,070
|
|
|
(14,631
|
)
|
||
Income tax provision
|
$
|
1,754
|
|
|
$
|
4,302
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Deferred tax assets:
|
|
|
|
||||
Inventories
|
$
|
305
|
|
|
$
|
409
|
|
Unrealized losses on open purchase and sale contracts
|
11,538
|
|
|
18,503
|
|
||
Stock-based compensation
|
264
|
|
|
151
|
|
||
Accrued compensation
|
541
|
|
|
359
|
|
||
Net operating loss carry-forwards
|
3,758
|
|
|
4,120
|
|
||
Foreign tax credit carry-forwards
|
4,884
|
|
|
5,050
|
|
||
State tax accrual
|
2,658
|
|
|
2,700
|
|
||
Investment in partnership
|
2,349
|
|
|
1,781
|
|
||
Other
|
637
|
|
|
709
|
|
||
Total deferred tax assets
|
26,934
|
|
|
33,782
|
|
||
Less: valuation allowances
|
(8,904
|
)
|
|
(8,834
|
)
|
||
Net deferred tax assets after valuation allowances
|
18,030
|
|
|
24,948
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Accrued interest
|
300
|
|
|
641
|
|
||
Fixed assets
|
691
|
|
|
665
|
|
||
Inventories
|
368
|
|
|
1,866
|
|
||
Unrealized gains on futures
|
5,822
|
|
|
1,358
|
|
||
Intangible assets
|
810
|
|
|
262
|
|
||
Unrepatriated foreign earnings
|
41
|
|
|
1,616
|
|
||
Withholding tax on foreign earnings
|
1,040
|
|
|
1,221
|
|
||
Unrealized loss on foreign exchange
|
—
|
|
|
1,156
|
|
||
Unrealized foreign exchange translation adjustment
|
1,919
|
|
|
1,764
|
|
||
Other
|
22
|
|
|
—
|
|
||
Total deferred tax liabilities
|
11,013
|
|
|
10,549
|
|
||
Net deferred tax assets
|
$
|
7,017
|
|
|
$
|
14,399
|
|
|
Year ended
|
||||||
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Statutory income tax provision/(benefit)
|
$
|
1,799
|
|
|
$
|
3,180
|
|
State and local taxes, net of federal tax benefit
|
200
|
|
|
497
|
|
||
Foreign taxes at rates different from U.S. rates
|
(6
|
)
|
|
(151
|
)
|
||
Deferred tax asset write-offs / adjustments
|
(1,177
|
)
|
|
(706
|
)
|
||
Valuation allowance
|
153
|
|
|
36
|
|
||
Uncertain tax position
|
380
|
|
|
494
|
|
||
Non-controlling interest in partnership
|
174
|
|
|
—
|
|
||
Foreign income inclusion
|
91
|
|
|
360
|
|
||
Disallowed interest
|
94
|
|
|
187
|
|
||
Compensation limitation
|
273
|
|
|
190
|
|
||
Prior year state tax true up
|
(324
|
)
|
|
—
|
|
||
Impact of IRS audit adjustment
|
(293
|
)
|
|
—
|
|
||
Other
|
390
|
|
|
215
|
|
||
Income tax provision/(benefit)
|
$
|
1,754
|
|
|
$
|
4,302
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Total unrecognized tax benefits
|
|
|
|
||||
Deferred income taxes - (contra assets, netted against corresponding tax refund receivables)
|
20,426
|
|
|
20,426
|
|
||
Tax liability for uncertain tax positions
|
7,254
|
|
|
6,631
|
|
||
Total unrecognized tax benefits
|
$
|
27,680
|
|
|
$
|
27,057
|
|
|
Year ended
|
||||||
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Beginning balance
|
$
|
27,057
|
|
|
$
|
27,012
|
|
Increase as a result of tax position taken during the current period
|
410
|
|
|
45
|
|
||
Increase for tax positions of prior year
|
213
|
|
|
—
|
|
||
Ending balance
|
$
|
27,680
|
|
|
$
|
27,057
|
|
11
.
|
FINANCING AGREEMENTS
|
in thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
Liability on borrowed metals
|
|
$
|
20,117
|
|
|
$
|
27,076
|
|
Obligation under product financing agreement
|
|
$
|
38,554
|
|
|
$
|
15,576
|
|
Lines of credit:
|
|
|
|
|
||||
Trading credit facility
|
|
$
|
95,000
|
|
|
$
|
91,000
|
|
Collectibles credit facility
|
|
5,000
|
|
|
—
|
|
||
SBN credit facility
|
|
857
|
|
|
1,669
|
|
||
Total lines of credit
|
|
$
|
100,857
|
|
|
$
|
92,669
|
|
Debt obligations:
|
|
|
|
|
||||
Note payable for acquired assets, plus accrued interest
|
|
$
|
131
|
|
|
$
|
330
|
|
Note payable for repurchase of minority interest
|
|
2,675
|
|
|
—
|
|
||
Note payable for building, plus accrued interest
|
|
6,263
|
|
|
6,398
|
|
||
Earn-out related to Stack's LLC minority interest repurchase
|
|
1,063
|
|
|
—
|
|
||
Other liabilities
|
|
705
|
|
|
—
|
|
||
Total debt obligations
|
|
$
|
10,837
|
|
|
$
|
6,728
|
|
Years ended June 30,
|
|
Amount
|
||
|
|
|
||
in thousands
|
|
|
||
2014
|
|
$
|
142
|
|
2015
|
|
6,102
|
|
|
Total
|
|
$
|
6,244
|
|
12
.
|
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Trading inventory
|
$
|
162,378
|
|
|
$
|
143,464
|
|
Less unhedgable inventory:
|
|
|
|
||||
Premium on metals position
|
(1,787
|
)
|
|
(1,824
|
)
|
||
Subtotal
|
160,591
|
|
|
141,640
|
|
||
Commitments at market:
|
|
|
|
|
|
||
Open inventory purchase commitments
|
461,883
|
|
|
392,308
|
|
||
Open inventory sale commitments
|
(272,044
|
)
|
|
(140,824
|
)
|
||
Margin sale commitments
|
(13,651
|
)
|
|
(39,716
|
)
|
||
In-transit inventory no longer subject to market risk
|
(24,221
|
)
|
|
(6,931
|
)
|
||
Unhedgable premiums on open commitment positions
|
2,107
|
|
|
458
|
|
||
Inventory borrowed from suppliers
|
(20,117
|
)
|
|
(27,076
|
)
|
||
Product financing obligation
|
(38,554
|
)
|
|
(15,576
|
)
|
||
Advances on industrial metals
|
33
|
|
|
757
|
|
||
Inventory subject to price risk
|
256,027
|
|
|
305,040
|
|
||
Inventory subject to derivative financial instruments:
|
|
|
|
||||
Precious metals forward contracts at market values
|
84,999
|
|
|
59,659
|
|
||
Precious metals futures contracts at market values
|
171,272
|
|
|
244,954
|
|
||
Total market value of derivative financial instruments
|
256,271
|
|
|
304,613
|
|
||
Net inventory subject to price risk
|
$
|
(244
|
)
|
|
$
|
427
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Effects of open related party transactions between A-Mark and affiliates:
|
|
|
|
||||
Net inventory subject to price risk, Company consolidated basis
|
$
|
(244
|
)
|
|
$
|
427
|
|
Open inventory sale commitments with affiliates
|
(1,402
|
)
|
|
(574
|
)
|
||
Open inventory purchase commitments with affiliates
|
1,282
|
|
|
254
|
|
||
Net inventory subject to price risk, A-Mark stand-alone basis
|
$
|
(364
|
)
|
|
$
|
107
|
|
in thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||
|
|
|
|
|
||
Purchase commitments
|
|
461,883
|
|
|
392,308
|
|
Sale commitments
|
|
(272,044
|
)
|
|
(140,824
|
)
|
Open forward contracts
|
|
84,999
|
|
|
59,659
|
|
Open futures contracts
|
|
171,272
|
|
|
244,954
|
|
14
.
|
NON-CONTROLLING INTERESTS
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Auctentia 20% interest in Spectrum PMI - (Spectrum PMI owned 100% of A-Mark Precious Metals)
|
$
|
—
|
|
|
$
|
10,935
|
|
SBN 49% interest
|
—
|
|
|
2,461
|
|
||
Non controlling interest presented as a component of stockholders' equity
|
—
|
|
|
13,396
|
|
||
Calzona redeemable 65% interest presented as temporary equity
|
160
|
|
|
124
|
|
||
|
$
|
160
|
|
|
$
|
13,520
|
|
|
|
Year Ended
|
||||||
in thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
|
||||
Beginning balance
|
|
$
|
124
|
|
|
$
|
—
|
|
Contribution by noncontrolling interest
|
|
—
|
|
|
150
|
|
||
Allocation to noncontrolling interest
|
|
—
|
|
|
45
|
|
||
Non-controlling interest in net income (loss) of Calzona
|
|
36
|
|
|
(71
|
)
|
||
Ending balance
|
|
$
|
160
|
|
|
$
|
124
|
|
|
|
Year Ended
|
||||||
in thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
|
||||
Auctentia 20% interest in Spectrum PMI - (Spectrum PMI owns 100% of A-Mark Precious Metals)
|
|
$
|
—
|
|
|
$
|
(2,114
|
)
|
SBN 49% interest
|
|
159
|
|
|
1,064
|
|
||
Calzona redeemable 65% interest
|
|
(36
|
)
|
|
71
|
|
||
|
|
$
|
123
|
|
|
$
|
(979
|
)
|
For the years ending June 30:
|
|
||
2014
|
$
|
1,174
|
|
2015
|
781
|
|
|
2016
|
594
|
|
|
2017
|
175
|
|
|
2018
|
87
|
|
|
Thereafter
|
191
|
|
|
Total future minimum lease payments
|
$
|
3,002
|
|
For the years ending June 30:
|
|
||
2014
|
$
|
217
|
|
2015
|
231
|
|
|
2016
|
245
|
|
|
2017
|
213
|
|
|
2018
|
24
|
|
|
Total future minimum lease payments
|
$
|
930
|
|
For the years ending June 30:
|
|
||
2014
|
$
|
765
|
|
2015
|
172
|
|
|
2016
|
180
|
|
|
2017
|
188
|
|
|
2018
|
195
|
|
|
Thereafter
|
630
|
|
|
Total future minimum payments
|
$
|
2,130
|
|
16
.
|
STOCKHOLDERS’ EQUITY
|
|
|
Year Ended June 30,
|
||
|
|
2013
|
|
2012
|
Dividend yield
|
|
—%
|
|
—
|
Risk-free interest rate
|
|
0.81%
|
|
—
|
Expected volatility
|
|
88.00%
|
|
—
|
Expected life
|
|
7 years
|
|
—
|
|
Options
|
|
Weighted Average Exercise Price
|
|
Intrinsic Value (in thousands)
|
|
Weighted Average per share Grant Date Fair Value
|
|||||||
Outstanding at June 30, 2012
|
640,750
|
|
|
$
|
5.41
|
|
|
$
|
—
|
|
|
$
|
1.60
|
|
Granted through stock option plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other stock option grants
|
860,000
|
|
|
2.36
|
|
|
|
|
1.73
|
|
||||
Exercised
|
(52,000
|
)
|
|
2.00
|
|
|
—
|
|
|
0.80
|
|
|||
Cancellations, expirations and forfeitures
|
(170,000
|
)
|
|
2.00
|
|
|
—
|
|
|
1.37
|
|
|||
Outstanding at June 30, 2013
|
1,278,750
|
|
|
3.95
|
|
|
$
|
—
|
|
|
1.75
|
|
||
Shares exercisable at June 30, 2013
|
748,750
|
|
|
5.32
|
|
|
$
|
—
|
|
|
1.79
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||||||
Exercise Price Ranges
|
|
Number of Shares Outstanding
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
|
Number of Shares Exercisable
|
|
Weighted Average Exercise Price
|
||||||||||||
From
|
|
To
|
|
|
|
|
|
|||||||||||||||
$
|
0.01
|
|
|
$
|
4.99
|
|
|
1,106,000
|
|
|
8.08
|
|
$
|
2.43
|
|
|
576,000
|
|
|
$
|
2.82
|
|
5.00
|
|
|
9.99
|
|
|
7,750
|
|
|
0.35
|
|
8.97
|
|
|
7,750
|
|
|
8.97
|
|
||||
10.00
|
|
|
14.99
|
|
|
165,000
|
|
|
0.76
|
|
13.90
|
|
|
165,000
|
|
|
13.90
|
|
||||
|
|
|
|
1,278,750
|
|
|
7.09
|
|
3.95
|
|
|
748,750
|
|
|
5.32
|
|
|
Shares
|
|
Weighted Average Share Price at Grant Date
|
|||
Outstanding at June 30, 2012
|
470,648
|
|
|
$
|
2.16
|
|
Shares granted
|
333,001
|
|
|
2.02
|
|
|
Shares issued
|
(441,149
|
)
|
|
1.89
|
|
|
Shares forfeited
|
—
|
|
|
—
|
|
|
Outstanding at June 30, 2013
|
362,500
|
|
|
2.36
|
|
|
Vested but unissued at June 30, 2013
|
113,875
|
|
|
2.32
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Inventories by segment/geographic region:
|
|
|
|
||||
Trading:
|
|
|
|
||||
United States
|
$
|
148,336
|
|
|
$
|
128,869
|
|
Europe
|
9,504
|
|
|
11,359
|
|
||
North America, excluding United States
|
4,423
|
|
|
2,210
|
|
||
Asia
|
115
|
|
|
1,026
|
|
||
Total Trading
|
162,378
|
|
|
143,464
|
|
||
Collectibles:
|
|
|
|
||||
United States
|
25,875
|
|
|
21,316
|
|
||
Europe
|
—
|
|
|
—
|
|
||
Asia
|
—
|
|
|
—
|
|
||
Total Collectibles
|
25,875
|
|
|
21,316
|
|
||
Total inventories
|
$
|
188,253
|
|
|
$
|
164,780
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Total assets by segment/geographic region:
|
|
|
|
||||
Trading:
|
|
|
|
||||
United States
|
$
|
264,043
|
|
|
$
|
261,894
|
|
Europe
|
2,473
|
|
|
2,263
|
|
||
Total Trading
|
266,516
|
|
|
264,157
|
|
||
Collectibles:
|
|
|
|
||||
United States
|
86,460
|
|
|
99,625
|
|
||
Europe
|
275
|
|
|
6,780
|
|
||
Asia
|
—
|
|
|
706
|
|
||
Total Collectibles
|
86,735
|
|
|
107,111
|
|
||
Corporate and other
|
18,124
|
|
|
12,775
|
|
||
Discontinued Operations
|
—
|
|
|
10,168
|
|
||
Total assets
|
$
|
371,375
|
|
|
$
|
394,211
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
Total long term assets by segment/geographic region:
|
|
|
|
||||
Trading:
|
|
|
|
||||
United States
|
$
|
9,201
|
|
|
$
|
9,534
|
|
Europe
|
90
|
|
|
102
|
|
||
Total Trading
|
9,291
|
|
|
9,636
|
|
||
Collectibles:
|
|
|
|
||||
United States
|
4,983
|
|
|
5,705
|
|
||
Europe
|
22
|
|
|
27
|
|
||
Total Collectibles
|
5,005
|
|
|
5,732
|
|
||
Corporate and other
|
17,194
|
|
|
13,614
|
|
||
Discontinued Operations
|
—
|
|
|
1,895
|
|
||
Total long term assets
|
$
|
31,490
|
|
|
$
|
30,877
|
|
in thousands
|
June 30, 2013
|
|
June 30, 2012
|
||||
|
|
|
|
||||
Foreign currency translation gain, net of tax
|
$
|
7,628
|
|
|
$
|
6,389
|
|
Sale of stamps division - European operations
|
(1,023
|
)
|
|
—
|
|
||
Accumulated other comprehensive income
|
$
|
6,605
|
|
|
$
|
6,389
|
|
19
.
|
FAIR VALUE MEASUREMENTS
|
|
|
June 30, 2013
|
||||||||||||||
|
|
Quoted Price in
|
|
|
|
|
|
|
||||||||
|
|
Active Markets
|
|
Significant Other
|
|
Significant
|
|
|
||||||||
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
|
|
||||||||
|
|
Instruments
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
in thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total Balance
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Commodities
|
|
$
|
162,378
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,378
|
|
Derivative assets — futures contracts
|
|
15,536
|
|
|
—
|
|
|
—
|
|
|
15,536
|
|
||||
Derivative assets — forward contracts
|
|
471
|
|
|
|
|
|
|
471
|
|
||||||
Total assets valued at fair value:
|
|
$
|
178,385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
178,385
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
(20,117
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(20,117
|
)
|
Obligation under product financing arrangement
|
|
(38,554
|
)
|
|
—
|
|
|
—
|
|
|
(38,554
|
)
|
||||
Liability on margin accounts
|
|
(6,636
|
)
|
|
—
|
|
|
—
|
|
|
(6,636
|
)
|
||||
Derivative liabilities — open sales and purchase commitments
|
|
(30,113
|
)
|
|
—
|
|
|
—
|
|
|
(30,113
|
)
|
||||
Total liabilities valued at fair value
|
|
$
|
(95,420
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(95,420
|
)
|
|
|
June 30, 2012
|
||||||||||||||
|
|
Quoted Price in
|
|
|
|
|
|
|
||||||||
|
|
Active Markets
|
|
Significant Other
|
|
Significant
|
|
|
||||||||
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
|
|
||||||||
|
|
Instruments
|
|
Inputs
|
|
Inputs
|
|
|
||||||||
in thousands
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total Balance
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Commodities
|
|
$
|
143,464
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
143,464
|
|
Derivative assets — future contracts
|
|
3,473
|
|
|
—
|
|
|
—
|
|
|
3,473
|
|
||||
Total assets valued at fair value:
|
|
$
|
146,937
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
146,937
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Liability on borrowed metals
|
|
$
|
(27,076
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,076
|
)
|
Obligation under product financing arrangement
|
|
(15,576
|
)
|
|
—
|
|
|
—
|
|
|
(15,576
|
)
|
||||
Liability on margin accounts
|
|
(14,842
|
)
|
|
—
|
|
|
—
|
|
|
(14,842
|
)
|
||||
Derivative liabilities — open sales and purchase commitments
|
|
(45,932
|
)
|
|
—
|
|
|
—
|
|
|
(45,932
|
)
|
||||
Derivative liabilities — forward contracts
|
|
(326
|
)
|
|
—
|
|
|
—
|
|
|
(326
|
)
|
||||
Total liabilities valued at fair value:
|
|
$
|
(103,752
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(103,752
|
)
|
|
|
June 30, 2013
|
|
June 30, 2012
|
|
|
||||||||||||
(in thousands)
|
|
Carrying amount
|
|
Fair value
|
|
Carrying amount
|
|
Fair value
|
|
Level in fair value hierarchy
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
$
|
23,643
|
|
|
$
|
23,643
|
|
|
$
|
25,305
|
|
|
$
|
25,305
|
|
|
1
|
Restricted cash
|
|
602
|
|
|
602
|
|
|
550
|
|
|
550
|
|
|
1
|
||||
Receivables and secured loans
|
|
109,696
|
|
|
109,696
|
|
|
127,380
|
|
|
127,380
|
|
|
2
|
||||
Accounts receivable and consignor advances
|
|
12,347
|
|
|
12,347
|
|
|
20,428
|
|
|
20,428
|
|
|
2
|
||||
Accounts payable and consignor payables
|
|
95,839
|
|
|
95,839
|
|
|
102,103
|
|
|
102,103
|
|
|
2
|
||||
Lines of credit
|
|
100,857
|
|
|
100,857
|
|
|
92,669
|
|
|
92,669
|
|
|
2
|
||||
Notes payable
|
|
10,837
|
|
|
10,837
|
|
|
6,728
|
|
|
6,728
|
|
|
2
|
|
|
Year Ended
|
||||
in thousands
|
|
June 30, 2013
|
|
June 30, 2012
|
||
|
|
|
|
|
||
Basic weighted average shares outstanding (1)
|
|
31,150
|
|
|
32,678
|
|
Effect of common stock equivalents — stock options and stock issuable under employee compensation plans
|
|
283
|
|
|
187
|
|
Diluted weighted average shares outstanding
|
|
31,433
|
|
|
32,865
|
|
(1)
|
Basic weighted average shares outstanding includes the effect of vested but unissued restricted stock grants (see note
16
).
|
•
|
Determine the appropriate complement of corporate accounting and finance personnel required to ensure timely and reliable financial reporting.
|
•
|
Hire the requisite additional personnel and/or contractors with public company accounting and reporting experience.
|
•
|
Organize and design our internal review and evaluation process to include more formal management oversight of the methods and review procedures utilized and the conclusions reached, including for purposes of evaluating and ensuring the sufficiency of accounting resources.
|
Name
|
Age
|
Position(s)
|
Jeffrey D. Benjamin
|
52
|
Chairman of the Board and Director
|
Gregory N. Roberts
|
51
|
Chief Executive Officer, President and Director
|
Paul Soth
|
55
|
Chief Financial Officer and Executive Vice President
|
Carol Meltzer
|
55
|
Executive Vice President, General Counsel and Corporate Secretary
|
Arthur Hamilton
|
42
|
Executive Vice President, Chief Accounting Officer
|
Antonio Arenas
|
58
|
Director
|
Jess M. Ravich
|
56
|
Director
|
Joel R. Anderson
|
70
|
Director
|
John U. Moorhead
|
61
|
Director
|
Ellis Landau
|
70
|
Director
|
William Montgomery
|
53
|
Director
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements
|
2.
|
Financial Statements Schedules
|
3.
|
Exhibits required to be filed by Item 601 of Regulation S-K
|
Date:
|
October 15, 2013
|
SPECTRUM GROUP INTERNATIONAL, INC.
|
|
||
|
|
By:
|
/s/ Gregory N. Roberts
|
|
|
|
|
|
Name:
|
Gregory N. Roberts
|
|
|
|
|
Title:
|
President and Chief Executive Officer
|
|
Signatures
|
Title(s)
|
Date
|
|
|
|
/s/ Jeffrey D. Benjamin
|
Chairman of the Board
|
October 15, 2013
|
Jeffrey D. Benjamin
|
|
|
|
|
|
/s/ Gregory N. Roberts
|
President, Chief Executive Officer and Director
|
October 15, 2013
|
Gregory N. Roberts
|
(Principal Executive Officer)
|
|
|
|
|
/s/ Paul Soth
|
Chief Financial Officer and Executive Vice President
|
October 15, 2013
|
Paul Soth
|
(Principal Financial Officer)
|
|
|
|
|
/s/ Antonio Arenas
|
Director
|
October 15, 2013
|
Antonio Arenas
|
|
|
|
|
|
/s/ Jess M. Ravich
|
Director
|
October 15, 2013
|
Jess M. Ravich
|
|
|
|
|
|
/s/ Joel R. Anderson
|
Director
|
October 15, 2013
|
Joel R. Anderson
|
|
|
|
|
|
/s/ John U. Moorhead
|
Director
|
October 15, 2013
|
John U. Moorhead
|
|
|
|
|
|
/s/ Ellis Landau
|
Director
|
October 15, 2013
|
Ellis Landau
|
|
|
|
|
|
/s/ William Montgomery
|
Director
|
October 15, 2013
|
William Montgomery
|
|
|
Regulation S-K
Exhibit Table
Item No.
|
Description of Exhibit
|
3.1.1
|
Articles of Incorporation of the Greg Manning Delaware, Inc. Incorporated by reference to Exhibit 3.1.1 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988.
|
3.1.2
|
Certificate of Ownership and Merger of Greg Manning Auctions, Inc. into and with Greg Manning Delaware, Inc. Incorporated by reference to Exhibit 3.1.2 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988.
|
3.1.3
|
Certificate of Ownership and Merger of Escala Group, Inc. into Greg Manning Auctions, Inc. Incorporated by reference to Exhibit 3(i) of the Company's Current Report on Form 8-K filed October 3, 2005, Commission File No. 1-11988.
|
3.1.4
|
Certificate of Ownership and Merger of Spectrum Group International, Inc. with and into Escala Group, Inc. Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed on May 29, 2009, Commission File No. 1-11988.
|
3.2
|
By-Laws of Spectrum Group International, Inc. Incorporated by reference to Exhibit 3.2 of the Company's Annual Report on Form 10-K filed on October 8, 2009, Commission File No. 1-11988.
|
10.1
|
1997 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K filed on October 8, 2009, Commission File No. 1-11988.*
|
10.2
|
Amended and Restated Employment Agreement between Registrant and Greg Roberts, dated as of May 13, 2010. Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 10-Q filed on May 14, 2010, Commission File No. 1-11988. *
|
10.3
|
Employment Agreement between A-Mark Precious Metals, Inc. and Rand LeShay, dated June 1, 2010. Incorporated by reference to Exhibit 10.3 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988.*
|
10.4
|
Outside Directors' Compensation Policy. Incorporated by reference to Exhibit 10.4 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988.*
|
10.5
|
Non-Employee Directors Compensation Program. Incorporated by reference to Exhibit 10.5 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988*
|
10.6
|
Form of Restricted Stock Grant Agreement for Employees under the 1997 Stock Incentive Plan. Incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K filed on October 8, 2009, Commission File No. 1-11988.*
|
10.7
|
Form of U.S. Restricted Stock Units Agreement for Employees under the 1997 Stock Incentive Plan. Incorporated by reference to Exhibit 10.7 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988.*
|
10.8
|
Registration Rights Agreement, dated as of September 8, 2003, between Registrant and Auctentia, S.L. Incorporated by reference to Appendix E to the Company's Definitive Proxy Statement filed August 13, 2003, Commission File No. 1-11988.
|
10.9
|
Securities Purchase Agreement, dated March 5, 2012, among Spectrum Group International, Inc., Afinsa Bienes Tangibles, S.A. En Liquidacion, and Auctentia, S.L Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on March 6, 2012, Commission File No. 1-11988
|
10.10
|
Amendment No. 1 to the Securities Purchase Agreement, dated as of July 4, 2012, among Spectrum Group International, Inc., Afinsa Bienes Tangibles, S.A. and Auctentia, S.L. Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on July 5, 2012, Commission File No. 1-11988.
|
10.11
|
Amendment No. 2 to the Securities Purchase Agreement, dated as of September 14, 2012, among Spectrum Group International, Inc., Afinsa Bienes Tangibles En Liquidacion, S.A. and Auctentia, S.L. Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 17, 2012, Commission File No. 1-11988.
|
10.12
|
Amendment No. 3 to the Securities Purchase Agreement, dated as of September 18, 2012, among Spectrum Group International, Inc., Afinsa Bienes Tangibles En Liquidacion, S.A. and Auctentia, S.L. Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 18, 2012, Commission File No. 1-11988.
|
10.13
|
Registration Rights Agreement, dated as of September 26, 2012, by and among the Company and the stockholders identified therein. Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 25, 2012, Commission File No. 1-11988.
|
10.14
|
Contribution and Assumption Agreement, dated as of December 22, 2010, among Bowers & Merena Auctions LLC, Stack's-Bowers Numismatics, LLC and Stack's, LLC. Incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 29, 2010, Commission File No. 1-11988.
|
10.15
|
Contribution and Assumption Agreement, dated as of December 22, 2010, among Bowers & Merena Auctions LLC, Stack's-Bowers Numismatics, LLC and Stack's, LLC. Incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 29, 2010, Commission File No. 1-11988.
|
14
|
Code of Ethics for Senior Financial and Other Officers.
Incorporated by reference to Exhibit 14 of the Company's Annual Report on Form 10-K filed on September 16, 2010, Commission File No. 1-11988.
|
21
|
Subsidiaries of the Registrant. Filed herewith.
|
31.1
|
Certification by the Chief Executive Officer. Filed herewith.
|
31.2
|
Certification by the Chief Financial Officer. Filed herewith.
|
32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
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
|
*
|
Identifies Exhibit that consists of or includes a management contract or compensatory plan or arrangement.
|
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