November 8, 2023 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number: 001-36347

A-MARK PRECIOUS METALS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State of Incorporation)

11-2464169
(IRS Employer I.D. No.)

2121 Rosecrans Ave., Suite 6300, El Segundo, CA 90245

(Address of principal executive offices) (Zip Code)

(310) 587-1477

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	AMRK	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. ☑ No. ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such ﬁles). Yes. ☑ No. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☑

As of November 2, 2023, the registrant had 23,210,984 shares of common stock, par value $0.01 per share outstanding.

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended September 30, 2023

TABLE OF CONTENTS


			Page
PART I		FINANCIAL INFORMATION	3

	Item 1.	Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
	Item 4.	Controls and Procedures	69

PART II		OTHER INFORMATION	69

	Item 1.	Legal Proceedings	69
	Item 1A.	Risk Factors	70
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	84
	Item 3.	Defaults Upon Senior Securities	84
	Item 4.	Mine Safety Disclosures	84
	Item 5.	Other Information	84
	Item 6.	Exhibits	85

Signatures			86

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Index to the Condensed Consolidated Financial Statements and Notes thereof


	Page
Condensed Consolidated Balance Sheets as of September 30, 2023 and June 30, 2023	4
Condensed Consolidated Statements of Income for the Three Months Ended September 30, 2023 and 2022	6
Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended September 30, 2023 and 2022	7
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2023 and 2022	8
Notes to the Condensed Consolidated Financial Statements	9
Note 1. Description of Business	9
Note 2. Summary of Significant Accounting Policies	10
Note 3. Assets and Liabilities, at Fair Value	21
Note 4. Receivables, Net	23
Note 5. Secured Loans Receivable	24
Note 6. Inventories	25
Note 7. Leases	26
Note 8. Property, Plant, and Equipment	27
Note 9. Goodwill and Intangible Assets	27
Note 10. Long-Term Investments	29
Note 11. Accounts Payable and Other Current Liabilities	29
Note 12. Derivative Instruments and Hedging Transactions	29
Note 13. Income Taxes	32
Note 14. Related Party Transactions	33
Note 15. Financing Agreements	34
Note 16. Commitments and Contingencies	36
Note 17. Stockholders' Equity	37
Note 18. Customer and Supplier Concentrations	40
Note 19. Segments and Geographic Information	40
Note 20. Subsequent Events	43

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data)


	September 30, 2023			June 30, 2023
	(unaudited)
ASSETS
Current assets
Cash(1)	$	48,245		$	39,318
Receivables, net		34,315			35,243
Derivative assets		87,573			77,881
Secured loans receivable(1)		99,167			100,620
Precious metals held under financing arrangements(1)		19,279			25,530
Inventories:
Inventories(1)		611,194			645,812
Restricted inventories		389,615			335,831
		1,000,809			981,643
Prepaid expenses and other assets(1)		5,535			6,956
Total current assets		1,294,923			1,267,191
Operating lease right of use assets		4,823			5,119
Property, plant, and equipment, net		13,693			12,513
Goodwill		100,943			100,943
Intangibles, net		60,465			62,630
Long-term investments		91,220			88,535
Other long-term assets		13,170			8,640
Total assets	$	1,579,237		$	1,545,571
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Lines of credit	$	—		$	235,000
Liabilities on borrowed metals		21,727			21,642
Product financing arrangements		389,615			335,831
Accounts payable and other payables		8,800			25,465
Deferred revenue and other advances		151,169			181,363
Derivative liabilities		20,417			8,076
Accrued liabilities(1)		14,564			20,418
Income tax payable		3,507			958
Notes payable (1)		95,179			95,308
Total current liabilities		704,978			924,061
Lines of credit		270,000			—
Deferred tax liabilities		16,735			16,677
Other liabilities		4,439			4,440
Total liabilities		996,152			945,178
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of September 30, 2023 or June 30, 2023		—			—
Common stock, par value $0.01; 40,000,000 shares authorized; 23,842,677 and 23,672,122 shares issued and 23,335,674 and 23,336,387 shares outstanding as of September 30, 2023 and June 30, 2023, respectively		239			237
Treasury stock, 507,003 and 335,735 shares at cost as of September 30, 2023 and June 30, 2023, respectively		(14,778	)		(9,762	)
Additional paid-in capital		170,357			169,034
Accumulated other comprehensive loss		(838	)		(1,025	)
Retained earnings		426,679			440,639
Total A-Mark Precious Metals, Inc. stockholders’ equity		581,659			599,123
Noncontrolling interest		1,426			1,270
Total stockholders’ equity		583,085			600,393
Total liabilities, noncontrolling interest and stockholders’ equity	$	1,579,237		$	1,545,571

(1)

Includes amounts of the consolidated variable interest entity, which are presented separately in the table below.

See accompanying Notes to the Condensed Consolidated Financial Statements

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands; unaudited)

In September 2018, AM Capital Funding, LLC (“AMCF”), a wholly-owned subsidiary of Collateral Finance Corporation ("CFC”), completed an issuance of Secured Senior Term Notes, Series 2018-1, Class A in the aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million (collectively, the "AMCF Notes"). The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The AMCF Notes have a maturity date of December 15, 2023.

The Company consolidates a variable interest entity ("VIE") if the Company is considered to be the primary beneficiary. AMCF is a VIE because its equity may be insufficient to maintain its ongoing collateral requirements without additional financial support from the Company. The securitization is primarily secured by cash, bullion loans, and precious metals, and the Company is required to continuously hedge the value of certain collateral and make future contributions as necessary. The Company is the primary beneficiary of this VIE because the Company has the right to determine the type of collateral (i.e., cash, secured loans, or precious metals) placed into the entity, has the right to receive (and has received) the proceeds from the securitization transaction, earns ongoing interest income from the secured loans (subject to collateral requirements), and has the obligation to absorb losses should AMCF's interest expense and other costs exceed its interest income.

The following table presents the assets and liabilities of this VIE, which are included in the condensed consolidated balance sheets above. The holders of the AMCF Notes have a first priority security interest in the assets as shown in the table below, which are in excess of the AMCF Notes' aggregate principal amount. Additionally, the liabilities of the VIE include intercompany balances, which are eliminated in consolidation. (See Note 15.)


	September 30, 2023		June 30, 2023
ASSETS OF THE CONSOLIDATED VIE
Cash	$	1,536	$	1,915
Secured loans receivable		42,417		46,368
Precious metals held under financing arrangements		12,737		14,950
Inventories		62,562		56,841
Prepaid expenses and other assets		—		7
Total assets of the consolidated variable interest entity	$	119,252	$	120,081
LIABILITIES OF THE CONSOLIDATED VIE
Deferred payment obligations(1)	$	29,938	$	30,083
Accrued liabilities		531		551
Notes payable(2)		99,890		99,762
Total liabilities of the consolidated variable interest entity	$	130,359	$	130,396

(1)

This is an intercompany balance which is eliminated in consolidation and not shown on the condensed consolidated balance sheets.

(2)

$5.0 million of the AMCF Notes are held by the Company which are eliminated in consolidation and not shown on the condensed consolidated balance sheets.

See accompanying Notes to the Condensed Consolidated Financial Statements

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except for share and per share data; unaudited)


	Three Months Ended September 30,
	2023			2022
Revenues	$	2,484,618		$	1,900,351
Cost of sales		2,435,213			1,823,759
Gross profit		49,405			76,592
Selling, general, and administrative expenses		(21,845	)		(17,784	)
Depreciation and amortization expense		(2,792	)		(3,184	)
Interest income		6,102			5,096
Interest expense		(9,823	)		(6,130	)
Earnings from equity method investments		2,709			2,677
Other income, net		273			527
Unrealized (losses) gains on foreign exchange		(94	)		214
Net income before provision for income taxes		23,935			58,008
Income tax expense		(4,952	)		(12,771	)
Net income		18,983			45,237
Net income attributable to noncontrolling interest		156			112
Net income attributable to the Company	$	18,827		$	45,125
Basic and diluted net income per share attributable to A-Mark Precious Metals, Inc.:
Basic	$	0.81		$	1.93
Diluted	$	0.77		$	1.83

Weighted average shares outstanding:
Basic		23,364,700			23,396,400
Diluted		24,532,600			24,685,200

See accompanying Notes to the Condensed Consolidated Financial Statements

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except for share data; unaudited)


	Common Stock				Additional Paid-in			Retained			Accumulated other comprehensive			Treasury Stock						Total A-Mark Precious Metals, Inc. Stockholders'			Non-controlling			Total Stockholders’
	Shares		Amount		Capital			Earnings			income (loss)			Shares			Amount			Equity			Interest			Equity
Balance, June 30, 2022		23,379,888	$	234	$	166,526		$	321,849		$	—			—		$	—		$	488,609		$	1,862		$	490,471
Net income		—		—		—			45,125			—			—			—			45,125			112			45,237
Share-based compensation		—		—		535			—			—			—			—			535			—			535
Earnings distribution paid to noncontrolling interest		—		—					—			—			—			—			—			(1,001	)		(1,001	)
Cumulative translation adjustment, net of tax		—		—		—			—			52			—			—			52			—			52
Common stock issued as employee compensation		10,500		—		293			—			—			—			—			293			—			293
Exercise of share-based awards		3,333		—		63			—			—			—			—			63			—			63
Net settlement of share-based awards		59,618		1		(1,606	)		—			—			—			—			(1,605	)		—			(1,605	)
Dividends declared ($1.00 per common share)		—		—		3			(23,468	)		—			—			—			(23,465	)		—			(23,465	)
Dividends declared ($0.20 per common share)		—		—		—			(4,690	)		—			—			—			(4,690	)		—			(4,690	)
Balance, September 30, 2022		23,453,339	$	235	$	165,814		$	338,816		$	52			—		$	—		$	504,917		$	973		$	505,890

Balance, June 30, 2023		23,672,122	$	237	$	169,034		$	440,639		$	(1,025	)		(335,735	)	$	(9,762	)	$	599,123		$	1,270		$	600,393
Net income		—		—		—			18,827			—			—			—			18,827			156			18,983
Share-based compensation		—		—		664			—			—			—			—			664			—			664
Cumulative translation adjustment, net of tax		—		—		—			—			187			—			—			187			—			187
Exercise of share-based awards		159,999		2		958			—			—			—			—			960			—			960
Net settlement of share-based awards		10,556		—		(307	)		—			—			—			—			(307	)		—			(307	)
Repurchases of common stock		—		—		—			—			—			(171,268	)		(5,016	)		(5,016	)		—			(5,016	)
Dividends declared ($1.00 per common share)		—		—		7			(23,441	)		—			—			—			(23,434	)		—			(23,434	)
Dividends declared ($0.20 per common share)		—		—		1			(9,346	)		—			—			—			(9,345	)		—			(9,345	)
Balance, September 30, 2023		23,842,677	$	239	$	170,357		$	426,679		$	(838	)		(507,003	)	$	(14,778	)	$	581,659		$	1,426		$	583,085

See accompanying Notes to the Condensed Consolidated Financial Statements

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands; unaudited)


	Three Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net income	$	18,983		$	45,237
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization		2,792			3,184
Amortization of loan cost		522			554
Share-based compensation		664			535
Earnings from equity method investments		(2,709	)		(2,677	)
Dividends and distributions received from equity method investees		269			551
Other		344			(40	)
Changes in assets and liabilities:
Receivables, net		928			(13,808	)
Secured loans receivable		—			368
Derivative assets		(9,692	)		59,236
Precious metals held under financing arrangements		6,251			30,439
Inventories		(19,166	)		115,522
Prepaid expenses and other assets		(878	)		(1,738	)
Accounts payable and other payables		(16,665	)		22,447
Deferred revenue and other advances		(30,194	)		7,638
Derivative liabilities		12,341			14,119
Liabilities on borrowed metals		85			(3,508	)
Accrued liabilities		(10,686	)		(8,282	)
Income tax payable		2,549			9,845
Net cash (used in) provided by operating activities		(44,262	)		279,622
Cash flows from investing activities:
Capital expenditures for property, plant, and equipment		(1,886	)		(927	)
Purchase of long-term investments		—			(500	)
Secured loans receivable, net		1,458			38,540
Net cash (used in) provided by investing activities		(428	)		37,113
Cash flows from financing activities:
Product financing arrangements, net		53,784			(115,662	)
Dividends paid		(28,034	)		(23,394	)
Distributions paid to noncontrolling interest		—			(1,001	)
Net borrowings and repayments under lines of credit		35,000			(152,000	)
Proceeds from issuance of related party note		—			3,887
Repayments on notes payable to related party		(257	)		—
Repurchases of common stock		(4,904	)		—
Debt funding issuance costs		(2,625	)		(170	)
Proceeds from the exercise of share-based awards		960			63
Payments for tax withholding related to net settlement of share-based awards		(307	)		(1,606	)
Net cash provided by (used in) financing activities		53,617			(289,883	)
Net increase in cash		8,927			26,852
Cash, beginning of period		39,318			37,783
Cash, end of period	$	48,245		$	64,635
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest paid	$	8,494		$	5,768
Income taxes paid	$	2,757		$	2,968
Income taxes refunded	$	363		$	—
Non-cash investing and financing activities:
Declared distributions and unpaid dividends	$	4,745		$	4,690
Property, plant, and equipment acquired on account	$	—		$	178
Interest added to principal of secured loans	$	5		$	4
Repurchases of common stock on account	$	112		$	—

See accompanying Notes to the Condensed Consolidated Financial Statements

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. DESCRIPTION OF BUSINESS

Basis of Presentation

The condensed consolidated financial statements comprise those of A-Mark Precious Metals, Inc. ("A-Mark", also referred to as "we", "us", and the "Company"), its wholly-owned consolidated subsidiaries (including a wholly-owned variable interest entity), and its joint venture in which the Company has a controlling interest.

Business Segments

The Company conducts its operations in three reportable segments: (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending. See Note 19 for further information regarding our reportable segments.

Wholesale Sales & Ancillary Services

The Company operates its Wholesale Sales & Ancillary Services segment directly and through its wholly-owned subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services, LLC ("TDS" or “Storage”), A-M Global Logistics, LLC (“AMGL” or "Logistics"), and AM&ST Associates, LLC ("AMST" or the "Silver Towne Mint").

The Wholesale Sales & Ancillary Services segment operates as a full-service precious metals company. We offer gold, silver, platinum, and palladium in the form of bars, plates, powder, wafers, grain, ingots, and coins. Our Industrial unit services manufacturers and fabricators of products utilizing or incorporating precious metals. Our Coin and Bar unit deals in over 1,800 coin and bar products in a variety of weights, shapes, and sizes for distribution to dealers and other qualified purchasers. We have a marketing support office in Vienna, Austria, and a trading center in El Segundo, California. The trading center, for buying and selling precious metals, is available to receive orders 24 hours every day, even when many major world commodity markets are closed. In addition to Wholesale Sales activity, A-Mark offers its customers a variety of ancillary services, including financing, storage, consignment, logistics, and various customized financial programs. As a U.S. Mint-authorized purchaser of gold, silver, platinum, and palladium coins, A-Mark purchases product directly from the U.S. Mint, and it also purchases product from other sovereign mints, for sale to its customers.

Through its wholly-owned subsidiary AMTAG, the Company promotes its products and services to the international market. Through our wholly-owned subsidiary TDS, we offer a variety of managed storage options for precious metals products to financial institutions, dealers, investors, and collectors around the world.

The Company's wholly-owned subsidiary AMGL is based in Las Vegas, Nevada, and provides our customers an array of complementary services, including receiving, handling, inventorying, processing, packing, and shipping of precious metals and custom coins on a secure basis.

Through its wholly-owned subsidiary AMST, the Company designs and produces minted silver products. Our Silver Towne Mint operations allow us to provide greater product selection to our customers as well as to gain increased access to silver during volatile market environments, which have historically created higher demand for precious metals products.

Direct-to-Consumer

The Company operates its Direct-to-Consumer segment through its wholly-owned subsidiaries JM Bullion, Inc. (“JMB”) and Goldline, Inc. (“Goldline”). As of September 30, 2023, JMB had six wholly-owned subsidiaries: Buy Gold and Silver Corp. ("BGASC"), BX Corporation ("BullionMax"), Gold Price Group, Inc. (“GPG”), Silver.com, Inc. (“Silver.com”), Provident Metals Corp. (“PMC”), and CyberMetals Corp. ("CyberMetals"). Goldline, Inc. owns 100% of AMIP, LLC ("AMIP"), and has a 50% ownership interest in Precious Metals Purchasing Partners, LLC ("PMPP"). As the context requires, references in these Notes to JMB may include BGASC, BullionMax, GPG, Silver.com, PMC, and CyberMetals, and references to Goldline may include AMIP and PMPP.

JM Bullion, Inc.

JMB is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its websites. As of September 30, 2023, JMB operated eight separately branded, company-owned websites targeting specific niches within the precious metals retail market, including JMBullion.com, ProvidentMetals.com, Silver.com, BGASC.com, CyberMetals.com, BullionMax.com, GoldPrice.org, and SilverPrice.org. Typically, JMB offers approximately 4,900 different products during a fiscal year, measured by stock keeping units or SKUs, on its websites. This number can vary over time, particularly when demand is high and certain SKUs may be out of stock.

In April 2022, JMB commercially launched the CyberMetals online platform, where customers can purchase and sell fractional shares of digital gold, silver, platinum, and palladium bars in a range of denominations. CyberMetals’ customers have the option to convert their digital holdings to fabricated precious metals products via an integrated redemption flow with JMB. These products may be designated for storage by the Company or shipped directly to the customer.

Goldline, Inc.

The Company acquired Goldline in August 2017 through an asset purchase transaction with Goldline, LLC, which had been in operation since 1960. Goldline is a direct retailer of precious metals to the investor community, and markets its precious metal products on television, radio, and the internet, as well as through customer service outreach. Goldline’s subsidiary AMIP manages its intellectual property. PMPP was formed in fiscal 2019 pursuant to terms of a joint venture agreement, for the purpose of purchasing precious metals from the partners' retail customers, and then reselling the acquired products back to affiliates of the partners. PMPP commenced its operations in fiscal 2020.

Secured Lending

The Company operates its Secured Lending segment through its wholly-owned subsidiary, Collateral Finance Corporation, LLC, including its two wholly-owned subsidiaries AM Capital Funding, LLC (“AMCF”) and CFC Alternative Investments (“CAI”), (collectively “CFC”).

AMCF, a wholly-owned subsidiary of CFC, was formed for the purpose of securitizing eligible secured loans of CFC. AMCF issued and administers the AMCF Notes. The AMCF Notes are expected to be repaid in December 2023. (See Note 15.)

CAI is a holding company that has a 50%-ownership stake in Collectible Card Partners, LLC ("CCP"). CCP provides capital to fund commercial loans secured by graded sports cards and sports memorabilia.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements reflect the financial condition, results of operations, statements of stockholders’ equity, and cash flows of the Company, and were prepared using accounting principles generally accepted in the United States (“U.S. GAAP”). The Company consolidates its subsidiaries that are wholly-owned, and majority owned, and entities that are variable interest entities where the Company is determined to be the primary beneficiary. In addition to A-Mark, our consolidated financial statements include the accounts of: AMTAG, TDS, AMGL, AMST, JMB, Goldline, and CFC. Intercompany accounts and transactions are eliminated.

Comprehensive Income

Our other comprehensive income and losses are comprised of unrealized gains and losses associated with the translation of foreign-based equity method investments which are shown in our condensed consolidated statements of stockholders' equity.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. These estimates include, among others, determination of fair value (primarily, with respect to precious metal inventory, derivatives, certain financial instruments, and certain investments), impairment assessments of property, plant and equipment and intangible assets, valuation allowance determination on deferred tax assets, determining the incremental borrowing rate for calculating right of use assets and lease liabilities, and revenue recognition judgments. Actual results could materially differ from these estimates.

Unaudited Interim Financial Information

The accompanying interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. These interim condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to present fairly the condensed consolidated balance sheets, condensed consolidated statements of income, condensed consolidated statements of stockholders’ equity, and condensed consolidated statements of cash flows for the periods presented in accordance with U.S. GAAP. Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024 or for any other interim period during such fiscal year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations of the SEC. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “2023 Annual Report”), as filed with the SEC. Amounts related to disclosure of June 30, 2023 balances within these interim condensed consolidated financial statements were derived from the audited consolidated financial statements and notes thereto included in the 2023 Annual Report.

Stock Split in the Form of a Dividend

On April 28, 2022, the Company’s board of directors declared a two-for-one split of A-Mark’s common stock in the form of a stock dividend. Each stockholder of record at the close of business on May 23, 2022 received a dividend of one additional share of common stock for every share held on the record date, which was distributed on June 6, 2022. All share and per share amounts (except par value) have been retroactively adjusted to reflect the stock split in the form of a stock dividend for all periods presented.

Dividends are recorded if and when they are declared by the board of directors (See Note 17).

Fair Value Measurement

The Accounting Standards Codification ("ASC") Fair Value Measurements and Disclosures Topic 820 ("ASC 820") creates a single definition of fair value for financial reporting. The rules associated with ASC 820 state that valuation techniques consistent with the market approach, income approach, and/or cost approach should be used to estimate fair value. Selection of a valuation technique, or multiple valuation techniques, depends on the nature of the asset or liability being valued, as well as the availability of data. (See Note 3.)

Concentration of Credit Risk

Cash is maintained at financial institutions, and, at times, balances may exceed federally insured limits. The Company has not experienced any losses related to these balances.

Assets that potentially subject the Company to concentrations of credit risk consist principally of receivables, loans of inventory to customers, and inventory hedging transactions. Based on an assessment of credit risk, the Company typically grants collateralized credit to its customers. Credit risk with respect to loans of inventory to customers is minimal. The Company enters into inventory hedging transactions, principally utilizing metals commodity futures contracts traded on national futures exchanges or forward contracts with credit worthy financial institutions. All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions. Substantially all of these transactions are secured by the underlying metals positions.

Foreign Currency

The functional currency of the Company is the United States dollar ("USD"). All transactions in foreign currencies are recorded in US dollars at the then-current exchange rate(s). Upon settlement of the underlying transaction, all amounts are remeasured to US dollars at the current exchange rate on date of settlement. All unsettled foreign currency transactions that remain in accounts receivable and trade account payables are remeasured to US dollars at the period end exchange rates. All remeasurement gains and losses are recorded in the current period net income.

The Company's wholly-owned foreign subsidiary, AMTAG, also generates remeasurement gains and losses. AMTAG functions as the Company’s international sales and marketing support and has a functional currency of USD, but maintains its books of record in the European Union Euro.

For the Company’s foreign-based equity method investments, the proportionate share of the investee’s income is translated into USD at the average exchange rate for the period and the investment is translated using the exchange rate as of the end of the reporting period. The unrealized gains and losses associated with the translation of the investment are deferred in accumulated other comprehensive income on the Company’s condensed consolidated balance sheets.

To manage the effect of foreign currency exchange fluctuations, the Company utilizes foreign currency forward contracts. These derivatives generate gains and losses when settled and/or marked-to-market.

Business Combinations

The Company accounts for business combinations by applying the acquisition method in accordance with Business Combinations Topic 805 of the ASC (“ASC 805”). The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests, if any, in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and noncontrolling interests, if any, in an acquired entity is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and liabilities. Net cash paid to acquire a business is classified as investing activities on the accompanying condensed consolidated statements of cash flows.

Variable Interest Entity

A variable interest entity ("VIE") is a legal entity that has either (i) a total equity investment that is insufficient to finance its activities without additional subordinated financial support or (ii) whose equity investors as a group lack the ability to control the entity’s activities or lack the ability to receive expected benefits or absorb obligations in a manner that is consistent with their investment in the entity.

A VIE is consolidated for accounting purposes by its primary beneficiary, which is the party that has both the power to direct the activities that most significantly impact the VIE's economic performance, and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company consolidates VIEs when it is deemed to be the primary beneficiary. Management regularly reviews and re-evaluates its previous determinations regarding whether it holds a variable interest in potential VIEs, the status of an entity as a VIE, and whether the Company is required to consolidate such VIEs in its condensed consolidated financial statements.

AMCF, a wholly-owned subsidiary of CFC, is a special purpose entity ("SPE") formed as part of a securitization transaction in order to isolate certain assets and distribute the cash flows from those assets to investors. AMCF was structured to insulate investors from claims on AMCF’s assets by creditors of other entities. The Company has various forms of ongoing involvement with AMCF, which may include (i) holding senior or subordinated interests in AMCF; (ii) acting as loan servicer for a portfolio of loans held by AMCF; and (iii) providing administrative services to AMCF. AMCF is required to maintain separate books and records. The assets and liabilities of this VIE, as of September 30, 2023 and June 30, 2023, are indicated on the table that follows the condensed consolidated balance sheets.

AMCF is considered a VIE because its initial equity investment may be insufficient to maintain its ongoing collateral requirements without additional financial support from the Company. The securitization is primarily secured by bullion loans and precious metals, and the Company is required to continuously hedge the value of certain collateral and make future contributions as necessary. The Company is the primary beneficiary of this VIE because the Company has the right to determine the type of collateral (i.e., cash, secured loans, or precious metals), has the right to receive (and has received) the proceeds from the securitization transaction, earns ongoing interest income from the secured loans (subject to collateral requirements), and has the obligation to absorb losses should AMCF's interest expense and other costs exceed its interest income. (See Note 15.)

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and June 30, 2023.

Allowance for Credit Losses

On July 1, 2022, the Company adopted ASU No. 2016-13, Financial Instruments-Credit Losses Topic 326: Measurement of Credit Losses on Financial Instruments ("ASC 326"), which introduces a new credit reserving methodology known as the Current Expected Credit Loss ("CECL") model. The CECL model applies to financial assets measured at amortized cost, including accounts receivable, contract assets and held-to-maturity loan receivables. Under the CECL model, we identify allowances for credit losses based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

The Company sets credit and position risk limits based on management's judgments of the customer's creditworthiness and regularly monitors its credit arrangements. These limits include gross position limits for counterparties engaged in sales and purchase transactions with the Company. They also include collateral limits for different types of sale and purchase transactions that counterparties may engage in from time to time.

ASC 326 provides a practical expedient for assets secured by collateral when repayment is expected to be provided substantially through the sale of the collateral in the event of the borrower's financial difficulty. In these arrangements, a reporting entity may estimate the expected credit losses by comparing the fair value of the collateral as of the balance sheet date to the asset’s amortized cost basis. In situations when the fair value of the collateral is equal to or greater than the amortized cost, a reporting entity may determine that there are no expected credit losses. The Company applies the practical expedient based on collateral maintenance provisions in estimating an allowance for credit losses for its secured loan receivables activity. The Company has not historically experienced credit losses related to its lending activity, and since it does not expect any future losses, no allowance has been recorded for this asset class. We expect trends and business practices to continue in a manner consistent with historical activity.

The Company has not historically experienced credit losses related to its other receivables activity; including (i) customer trade receivables, (ii) wholesale trade advances, and (iii) due from brokers, and, accordingly, no allowance has been recorded for these asset classes.

Precious Metals held under Financing Arrangements

The Company enters into arrangements with certain customers under which A-Mark purchases precious metals from the customers which are subject to repurchase by the customer at the spot value of the product on the repurchase date. The precious metals purchased under these arrangements consist of rare and unique items, and therefore the Company accounts for these transactions as precious metals held under financing arrangements, which generate financing income rather than revenue earned from precious metals inventory sales. In these repurchase arrangements, the Company holds legal title to the metals and earns financing income for the duration of the agreement.

These arrangements are typically terminable by either party upon 14 days' notice. Upon termination, the customer’s right to repurchase any remaining precious metal is forfeited, and the related precious metals are reclassified as inventory held for sale. As of September 30, 2023 and June 30, 2023, precious metals held under financing arrangements totaled $19.3 million and $25.5 million respectively.

The Company’s precious metals held under financing arrangements are marked-to-market.

Inventories

The Company's inventory, which consists primarily of bullion and bullion coins, is acquired and initially recorded at cost and then marked to fair market value. The fair market value of the bullion and bullion coins comprises two components: (i) published market values attributable to the cost of the raw precious metal, and (ii) the premium paid at acquisition of the metal, which is attributable to the incremental value of the product in its finished goods form. The market value attributable solely to such premium is readily determinable by reference to multiple sources.

The Company’s inventory, except for certain lower of cost or net realizable value basis products (as discussed below), are subsequently recorded at their fair market values, that is, "marked-to-market." The daily changes in the fair market value of our inventory are offset by daily changes in the fair market value of hedging derivatives that are taken with respect to our inventory positions; both the change in the fair market value of the inventory and the change in the fair market value of these derivative instruments are recorded in cost of sales in the condensed consolidated statements of income.

While the premium component of our bullion coins included in inventory is marked-to-market, our commemorative coin inventory, including its premium component, is held at the lower of cost or net realizable value, because the value of commemorative coins is influenced more by supply and demand determinants than on the underlying spot price of the precious metal content of the commemorative coins. Unlike our bullion coins, the value of commemorative coins is not subject to the same level of volatility as bullion coins because our commemorative coins typically carry a substantially higher premium over the spot metal price than bullion coins. Neither the commemorative coin inventory nor the premium component of our inventory is hedged. (See Note 6.)

Leased Right of Use Assets

We lease warehouse space, office facilities, and equipment. Our operating leases with terms longer than twelve months are recorded at the sum of the present value of the lease's fixed minimum payments as operating lease right of use assets ("ROU assets") in the Company’s condensed consolidated balance sheets. Lease terms include all periods covered by renewal and termination options where the Company is reasonably certain to exercise the renewal options or not to exercise the termination options. Our lease agreements do not contain any significant residual value guarantees or material restrictive covenants. Our finance leases are another type of ROU asset, but are classified in the Company’s condensed consolidated balance sheets as a component of property, plant, and equipment at the present value of the lease payments. Finance leases were not material during any period presented.

The ROU asset amounts include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. We use our incremental borrowing rate as the discount rate to determine the present value of the lease payments for leases, as our leases do not have readily determinable implicit discount rates. Our incremental borrowing rate is the rate of interest that we would incur to borrow on a collateralized basis over a similar term and amount in a similar economic environment.

Operating lease cost is recognized on a straight-line basis over the lease term. The depreciable life of ROU assets is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. (See Note 7.)

For a lease modification, an evaluation is performed to determine if it should be treated as either a separate lease or a change in the accounting of an existing lease. Any amounts related to a modified lease are reflected as an operating lease ROU asset or related operating lease liability in our condensed consolidated balance sheet.

Property, Plant, and Equipment

Property, plant, and equipment is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using a straight-line method based on the estimated useful lives of the related assets, ranging from three years to twenty-five years. Depreciation and amortization commence when the related assets are placed into service. Internal-use software development costs are capitalized during the application development stage. Internal-use software costs incurred during the preliminary project stage are expensed as incurred. Land is recorded at historical cost and is not depreciated. Repair and maintenance costs are expensed as incurred. We have no major planned maintenance activities related to our plant assets associated with our minting operations.

The Company reviews the carrying value of these assets for impairment whenever events and circumstances indicate that the carrying value of the asset may not be recoverable. In evaluating for impairment, the carrying value of each asset or group of assets is compared to the undiscounted estimated future cash flows expected to result from its use and eventual disposition. An impairment loss is recognized for the difference when the carrying value exceeds the discounted estimated future cash flows. The factors considered by the Company in performing this assessment include current and projected operating results, trends and prospects, the manner in which these assets are used, and the effects of obsolescence, demand and competition, as well as other economic factors.

Finite-lived Intangible Assets

Finite-lived intangible assets consist primarily of customer relationships, non-compete agreements, and employment contracts. Existing customer relationships intangible assets are amortized in a manner reflecting the pattern in which the economic benefits of the assets are consumed. All other intangible assets subject to amortization are amortized using the straight-line method over their useful lives, which are estimated to be one year to fifteen years. We review our finite-lived intangible assets for impairment under the same policy described above for property, plant, and equipment; that is, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Goodwill and Indefinite-lived Intangible Assets

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill and other indefinite-lived intangibles (such as trade names and trademarks) are not subject to amortization, but are evaluated for impairment at least annually. However, for tax purposes, goodwill acquired in connection with a taxable asset acquisition is generally deductible.

The Company evaluates its goodwill and other indefinite-lived intangibles for impairment in the fourth quarter of the fiscal year (or more frequently if indicators of potential impairment exist) in accordance with ASC 350. Goodwill is reviewed for impairment at a reporting unit level, which for the Company, corresponds to the Company’s operating segments.

Evaluation of goodwill for impairment

The Company has the option to first qualitatively assess whether relevant events and circumstances make it more likely than not that the fair value of the reporting unit's goodwill is less than its carrying value. A qualitative assessment includes analyzing current economic indicators associated with a particular reporting unit such as changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit. If the qualitative assessment indicates it is not more likely than not that goodwill is impaired, no further testing is required.

If, based on this qualitative assessment, management concludes that goodwill is more likely than not to be impaired, or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine the fair value of the business, and compare the calculated fair value of the reporting unit with its carrying amount, including goodwill. If through this quantitative analysis the Company determines the fair value of a reporting unit exceeds its carrying amount, the goodwill of the reporting unit is considered not to be impaired. If the Company concludes that the fair value of the reporting unit is less than its carrying value, a goodwill impairment loss will be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. (See Note 9.)

Evaluation of indefinite-lived intangible assets for impairment

The Company evaluates its indefinite-lived intangible assets (i.e., trade names and trademarks) for impairment. In assessing its indefinite-lived intangible assets for impairment, the Company has the option to first perform a qualitative assessment to determine whether events or circumstances exist that lead to a determination that it is unlikely that the fair value of the indefinite-lived intangible asset is less than its carrying amount. If the Company determines that it is unlikely that the fair value of an indefinite-lived intangible asset is less than its carrying amount, the Company is not required to perform any additional tests in assessing the asset for impairment. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, then it is required to perform a quantitative analysis to determine if the fair value of an indefinite-lived intangible asset is less than its carrying value. If through this quantitative analysis the Company determines the fair value of an indefinite-lived intangible asset exceeds its carrying amount, the indefinite-lived intangible asset is considered not to be impaired. If the Company concludes that the fair value of an indefinite-lived intangible asset is less than its carrying value, an impairment loss will be recognized for the amount by which the carrying amount exceeds the indefinite-lived intangible asset’s fair value.

The methods used to estimate the fair value measurements of the Company’s reporting units and indefinite-lived intangible assets include those based on the income approach (including the discounted cash flow and relief-from-royalty methods) and those based on the market approach (primarily the guideline transaction and guideline public company methods). (See Note 9.)

Long-Term Investments

Investments in privately-held entities are accounted for using the equity method when the Company has significant influence, but not control over the investee. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors are considered in determining whether the equity method of accounting is appropriate. Under the equity method, the carrying values of these investments are adjusted to reflect our proportionate share of the investee's net income or loss, any unrealized gain or loss resulting from the translation of foreign-denominated financial statements into U.S. dollars, and dividends received. We use the cumulative earnings approach for classifying dividends received in the statements of cash flows. Under the cumulative earnings approach, we compare the distributions received to cumulative equity method earnings since inception. Any distributions received up to the amount of cumulative equity earnings are considered a return on investment and classified in operating activities. Any excess distributions are considered a return of capital and classified in investing activities. The basis difference between the carrying value and our proportionate share of the equity method investment's book value is primarily related to consideration paid in excess of the stepped-up basis of assets and liabilities on the date of purchase.

Investments in privately-held entities for which the Company has little or no influence over the investee are initially recorded at cost. Because the investments do not have a readily determinable fair value, the Company has elected to measure the investments at cost minus impairments, if any, with changes recognized in net income. If the Company identifies observable price changes in orderly transactions for an identical or a similar investment, the Company’s investment will be measured at fair value as of the date the observable transaction occurs.

We evaluate our long-term investments for impairment quarterly or whenever events or changes in circumstances indicate that a decline in the fair value of these assets is determined to be other-than-temporary. Additionally, the Company performs an ongoing evaluation of the investments with which the Company has variable interests to determine if any of these entities are VIEs that are required to be consolidated. None of the Company’s long-term investments were VIEs as of September 30, 2023 and June 30, 2023.

Other Long-Term Assets

On June 27, 2022, the Company acquired an additional 40% interest in Silver Gold Bull, Inc. (See Note 10.) Also included in this acquisition was an option, which is exercisable between December 2023 and September 2024, to purchase an additional 27.6% of the outstanding equity of Silver Gold Bull, Inc. to bring the Company's ownership interest up to 75.0%. As of September 30, 2023 and June 30, 2023, the fair value of the option was $5.3 million and $5.3 million, respectively.

Accumulated Other Comprehensive Income

For the Company’s foreign-based equity method investments, the proportionate share of the investee’s income is translated into U.S. dollars at the average exchange rate for the period and the investment is translated using the exchange rate as of the end of the reporting period. Foreign currency translation gains and losses associated with this activity are deferred and included as a component of accumulated other comprehensive income in the accompanying condensed consolidated balance sheets.

Treasury Stock

The Company periodically purchases its own common stock that is traded on public markets as part of announced stock repurchase programs. The repurchased common stock is classified as treasury stock on the consolidated balance sheets and held at cost. The direct costs incurred to acquire treasury stock are treated like stock issue costs and added to the cost of the treasury stock, which includes applicable fees and taxes. There have been no reissuances of treasury stock.

Noncontrolling Interest

The Company’s condensed consolidated financial statements include entities in which the Company has a controlling financial interest. Noncontrolling interest is the portion of equity (net assets) in an entity in which the Company has a controlling financial interest that is not attributable, directly or indirectly, to the Company. Such noncontrolling interest is reported on the condensed consolidated balance sheets within equity, separately from the Company’s equity. On the condensed consolidated statements of income, revenues, expenses and net income or loss from the less-than-wholly owned subsidiary are reported at their consolidated amounts, including both the amounts attributable to the Company and the noncontrolling interest. Income or loss is allocated to the noncontrolling interest based on its weighted average ownership percentage for the applicable period. The condensed consolidated statements of equity include beginning balances, activity for the period and ending balances for each component of stockholders’ equity, noncontrolling interest and total equity.

Revenue Recognition

Settlement Date Accounting

Substantially all of the Company’s sales of precious metals are conducted using sales contracts that meet the definition of derivative instruments in accordance with Derivatives and Hedging Topic 815 of the ASC ("ASC 815"). The contract underlying A-Mark’s commitment to deliver precious metals is referred to as a “fixed-price forward commodity contract” because the price of the commodity is fixed at the time the order is placed. Revenue is recognized on the settlement date, which is defined as the date on which: (i) the quantity, price, and specific items being purchased have been established, (ii) metals have been delivered to the customer, and (iii) payment has been received or is covered by the customer’s established credit limit with the Company.

All derivative instruments are marked-to-market during the interval between the order date and the settlement date, with the changes in the fair value charged to cost of sales. The Company’s hedging strategy to mitigate the market risk associated with its sales commitments is described separately below under the caption “Hedging Activities.”

Types of Orders that are Physically Delivered

The Company’s contracts to sell precious metals to customers are usually settled with the physical delivery of metals to the customer, although net settlement (i.e., settlement at an amount equal to the difference between the contract value and the market price of the metal on the settlement date) is permitted. Below is a summary of the Company’s major order types and the key factors that determine when settlement occurs and when revenue is recognized for each type:

•

Traditional physical orders — The quantity, specific product, and price are determined on the order date. Payment or sufficient credit is verified prior to delivery of the metals on the settlement date.

•

Consignment orders — The Company delivers the items requested by the customer prior to establishing a firm 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 orders — The quantity and type of metal is established at the order 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 orders — The quantity, specific product, and price are determined at the order 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 order date). Revenue on margin orders is recognized when the order is paid in full and delivered to the customer.

•

Borrowed precious metals orders for unallocated positions — Customers may purchase unallocated metal positions in the Company's inventory, which includes precious metals held for CyberMetals' customers. The quantity and type of metal is established at the order 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.

In general, unshipped orders for which a customer advance has been received by the Company are classified as advances from customers. Orders that have been paid for and shipped, but not yet delivered to the customer are classified as deferred revenue. Both customer advances and deferred revenue are shown, in the aggregate, as deferred revenue and other advances in the condensed consolidated financial statements. (See Note 11.)

Hedging Activities

The value of our inventory and our purchase and sale commitments are linked to the prevailing price of the underlying precious metal commodity. The Company seeks to minimize the effect of price changes of the underlying commodity and enters into inventory hedging transactions, principally utilizing metals commodity forward contracts with credit worthy financial institutions or futures contracts traded on national futures exchanges. The Company hedges by each commodity type (gold, silver, platinum, and palladium). All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions.

Commodity forward and futures contracts entered into for hedging purposes are recorded at fair value on the trade date and are marked-to-market each period. The difference between the original contract values and the market values of these contracts are reflected as derivative assets or derivative liabilities in the condensed consolidated balance sheets at fair value, with the corresponding unrealized gains or losses included as a component of cost of sales. When these contracts are net settled, the unrealized gains and losses are reversed and the realized gains and losses for forward contracts are recorded in revenue and cost of sales, and the net realized gains and losses for futures are recorded in cost of sales.

The Company enters into forward and futures contracts solely for the purpose of hedging our inventory holding risk and our liability on price protection programs, and not for speculative market purposes. The Company’s gains and losses on derivative instruments are substantially offset by the changes in the fair market value of the underlying precious metals inventory, which is also recorded in cost of sales in the condensed consolidated statements of income. (See Note 12.)

Other Sources of Revenue

The Company recognizes its storage, logistics, licensing, and other services revenues in accordance with ASC 606, Revenue from Contracts with Customers, which follows five basic steps to determine whether revenue can be recognized: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company recognizes revenue when (or as) it satisfies its obligation by transferring control of the good or service to the customer. This is either satisfied over time or at a point in time. A performance obligation is satisfied over time if one of the following criteria are met: (i) the customer simultaneously receives and consumes the benefits as the Company performs, (ii) the Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the Company's performance does not create an asset with an alternative use to the Company, and the Company has an enforceable right for payment of performance completed-to-date. When none of those is met, a performance obligation is satisfied at a point-in-time.

The Company recognizes storage revenue as the customer simultaneously receives and consumes the storage services (e.g., fixed storage fees based on the passage of time). The Company recognizes logistics (i.e., fulfillment) revenue when the customer receives the benefit of the services. The Company recognizes advertising and consulting revenues when the service is performed, and the benefit of the service is received by the customer. In aggregate, these types of service revenues account for less than 1% of the Company's consolidated revenues.

Interest Income

In accordance with Interest Topic 835 of the ASC ("ASC 835"), the following are interest income generating activities of the Company:

•

Secured Loans — The Company uses the effective interest method to recognize interest income on its secured loans transactions. The Company maintains a security interest in the precious metals and records interest income over the terms of the secured loan receivable. Recognition of interest income is suspended, and the loan is placed on non-accrual status when management determines that collection of future interest income is not probable. The interest income accrual is resumed, and previously suspended interest income is recognized, when the loan becomes contractually current and/or collection doubts are resolved. Cash receipts on impaired loans are recorded first against the principal and then to any unrecognized interest income. (See Note 5.)

•

Margin accounts — The Company earns a fee (interest income) under financing arrangements related to margin 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 orders — Spot deferred orders are a special type of forward delivery order 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 order. Even though the contract allows for physical delivery, it rarely occurs for this type of order. As a result, revenue is not recorded from these transactions. Spot deferred orders are considered a type of financing transaction, where the Company earns a fee (interest income) under spot deferred arrangements over the period in which the order is open.

Interest Expense

The Company accounts for interest expense on the following arrangements in accordance with ASC 835:

•

Borrowings — The Company incurs interest expense from its lines of credit, its debt obligations, and notes payable using the effective interest method. (See Note 15.) Additionally, the Company amortizes capitalized loan costs to interest expense over the period of the loan agreement.

•

Loan servicing fees — When the Company purchases loan portfolios, the Company may have the seller service the loans that were purchased. The Company incurs a fee based on total interest charged to borrowers over the period the loans are outstanding. The servicing fee incurred by the Company is charged to interest expense.

•

Product financing arrangements — The Company incurs financing fees (classified as interest expense) from its product financing arrangements (also referred to as reverse-repurchase arrangements) with third-party finance companies for the transfer and subsequent option to reacquire its precious metal inventory at a later date. These arrangements are accounted for as secured borrowings. During the term of this type of agreement, the third-party charges a monthly fee as a percentage of the market value of the designated inventory, which the Company intends to reacquire in the future. No revenue is generated from these arrangements. The Company enters this type of transaction for additional liquidity.

•

Borrowed and leased metals fees — The Company may incur financing costs from its borrowed metal arrangements. The Company borrows precious metals (usually in the form of pool metals) from its suppliers and customers under short-term arrangements using other precious metals as collateral. Typically, during the term of these arrangements, the third-party charges a monthly fee as a percentage of the market value of the metals borrowed (determined at the spot price) plus certain processing and other fees.

Leased metal transactions are a similar type of transaction, except the Company is not required to pledge other precious metal as collateral for the precious metal received. The fees charged by the third-party are based on the spot value of the pool metal received.

Both borrowed and leased metal transactions provide an additional source of liquidity, as the Company usually monetizes the metals received under such arrangements. Repayment is usually in the same form as the metals advanced, but may be settled in cash.

Amortization of Debt Issuance Costs

Debt issuance costs incurred in connection with the issuance of the AMCF Notes have been included as a component of the carrying amount of the debt, and Trading Credit Facility debt issuance costs are included in prepaid expenses and other assets in the Company's condensed consolidated balance sheets. Debt issuance costs are amortized to interest expense over the contractual term of the debt. Debt issuance costs of the Trading Credit Facility are amortized on a straight-line basis, while all other debt issuance costs are amortized using the effective interest method. Amortization of debt issuance costs included in interest expense was $0.5 million and $0.6 million for the three months ended September 30, 2023 and 2022, respectively.

Earnings from Equity Method Investments

The Company's proportional interest in the reported earnings from equity method investments is shown on the condensed consolidated statements of income as earnings from equity method investments.

Other Income, Net

The Company's other income, net is comprised of royalty and consulting income, which is recognized when earned.

Advertising

Advertising and marketing costs consist primarily of internet advertising, online marketing, direct mail, print media, and television commercials and are expensed when incurred. Advertising costs totaled $4.0 million and $3.5 million for the three months ended September 30, 2023 and 2022, respectively. Costs associated with the marketing and promotion of the Company's products are included within selling, general, and administrative expenses. Advertising costs associated with the operation of our SilverPrice.org and GoldPrice.org websites, which provide price information on silver, gold, and cryptocurrencies, are not included within selling, general, and administrative expenses, but are included in cost of sales in the condensed consolidated statements of income.

Shipping and Handling Costs

Shipping and handling costs represent costs associated with shipping product to customers and receiving product from vendors and are included in cost of sales in the condensed consolidated statements of income. Shipping and handling costs totaled $5.2 million and $6.7 million for the three months ended September 30, 2023 and 2022, respectively.

Share-Based Compensation

Equity-based awards

The Company accounts for equity awards under the provisions of Compensation - Stock Compensation Topic 718 of the ASC ("ASC 718"), which establishes fair value-based accounting requirements for share-based compensation to employees. ASC 718 requires the Company to recognize the grant-date fair value of stock options and other equity-based compensation issued to employees as expense over the service period in the Company's consolidated financial statements. The expense is adjusted (excluding awards settleable in cash) for actual forfeitures of unvested awards as they occur. For equity awards that contain a performance condition other than market condition, when the outcome of the performance condition is determined to be not probable, no compensation expense is recognized, and any previously recognized compensation expense is reversed. (See Note 17.)

Liability-based awards

The Company has granted a cash-incentive award based on the total shareholder return of the Company's common stock determined at the end of the award's performance period. Because the award will be settled in cash, the Company accounts for it as a liability-based award and, as such, expense relating to this award is required to be measured at fair value at each reporting date until the date of settlement. (See Note 17.)

Income Taxes

As part of the process of preparing its condensed consolidated financial statements, the Company is required to estimate its provision for income taxes in each of the tax jurisdictions in which it conducts business, in accordance with Income Taxes Topic 740 of the ASC ("ASC 740"). The Company computes its annual tax rate based on the statutory tax rates and tax planning opportunities available to it in the various jurisdictions in which it earns income. Significant judgment is required in determining the Company's annual tax rate and in evaluating uncertainty in its tax positions. The Company has adopted the provisions of ASC 740-10, which clarifies the accounting for uncertain tax positions. ASC 740-10 requires that the Company recognizes the impact of a tax position in the financial statements if the position is not more likely than not to be sustained upon examination based on the technical merits of the position. The Company recognizes interest and penalties related to certain uncertain tax positions as a component of income tax expense and the accrued interest and penalties are included in deferred and income taxes payable in the Company’s condensed consolidated balance sheets. See Note 13 for more information on the Company’s accounting for income taxes.

Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The factors used to assess the likelihood of realization include the Company's forecast of the reversal of temporary differences, future taxable income, and available tax planning strategies that could be implemented to realize the net deferred tax assets. Failure to achieve forecasted taxable income in applicable tax jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in the Company's effective tax rate on future earnings. Based on our assessment, it appears more likely than not that all of the net deferred tax assets will be realized through future taxable income.

Earnings per Share ("EPS")

The Company calculates basic EPS by dividing net income by the weighted-average number of common shares outstanding during the year. Diluted EPS is calculated by dividing net income by the weighted-average number of common shares outstanding during the year, adjusted for the potentially dilutive effect of stock options, restricted stock units (“RSUs"), and deferred stock units (“DSUs") using the treasury stock method.

The Company considers participating securities in its calculation of EPS. Under the two-class method of calculating EPS, earnings are allocated to both common shares and participating securities. The Company’s participating securities include vested RSU and DSU awards. Unvested RSU and DSU awards are not considered participating securities as they are forfeitable until the vesting date.

A reconciliation of shares used in calculating basic and diluted earnings per common share is presented below (in thousands):


	Three Months Ended September 30,
	2023		2022
Basic weighted-average shares of common stock outstanding		23,365		23,396
Effect of common stock equivalents		1,168		1,289
Diluted weighted-average shares outstanding		24,533		24,685

The anti-dilutive shares excluded from the table above for the three months ended September 30, 2023 and 2022 were 10,000 and 42,907, respectively. Actual common shares outstanding totaled 23,335,674 and 23,453,339 as of September 30, 2023 and 2022, respectively.

Recent Accounting Pronouncements and Auditing Standards

From time to time, the Financial Accounting Standards Board ("FASB") or other standards setting bodies issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).

Management does not believe that any recently issued, but not yet effective, accounting pronouncement if currently adopted would have a material effect on the Company's condensed consolidated financial statements.

3. ASSETS AND LIABILITIES, AT FAIR VALUE

Fair Value of Financial Instruments

A financial instrument is defined as cash, evidence of an ownership interest in an entity, or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The fair value of financial instruments represents amounts that would be received upon the sale of those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk adjusted discount rates, and available observable and unobservable inputs.

For most of the Company's financial instruments, the carrying amount approximates fair value. The carrying amounts of cash, receivables, secured loans receivable, accounts payable and other current liabilities, accrued liabilities, and income taxes payable approximate fair value due to their short-term nature. The carrying amounts of derivative assets and derivative liabilities, liabilities on borrowed metals and product financing arrangements are marked-to-market on a daily basis to fair value. The carrying amounts of lines of credit approximate fair value based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities.

The Company’s AMCF Notes are reported at their aggregate principal amount less unamortized original issue discount and deferred financing costs on the accompanying condensed consolidated balance sheets. The fair value of the AMCF Notes is based on the present value of the expected coupon and principal payments using an estimated discount rate based on current market rates for debt with similar credit risk. The following table presents the carrying amounts and estimated fair values of the Company’s AMCF Notes (in thousands):


	September 30, 2023				June 30, 2023
	Carrying Amount		Fair value		Carrying Amount		Fair value
AMCF Notes	$	94,890	$	94,686	$	94,762	$	94,038

Valuation Hierarchy

In determining the fair value of its financial instruments, the Company employs a fair value hierarchy that prioritizes the inputs for the valuation techniques used to measure fair value. ASC 820 established a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

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.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The significant assumptions used to determine the carrying value and the related fair value of the assets and liabilities measured at fair value on a recurring basis are described below:

Inventories. The Company's inventory, which consists primarily of bullion and bullion coins, is acquired and initially recorded at cost and then marked to fair market value. The fair market value of the bullion and bullion coins comprises two components: (i) published market values attributable to the cost of the raw precious metal, and (ii) the premium paid at acquisition of the metal, which is attributable to the incremental value of the product in its finished goods form. The market value attributable solely to such premium is readily determinable by reference to multiple sources. Except for commemorative coin inventory, which are included in inventory at the lower of cost or net realizable value, the Company’s inventory is subsequently recorded at their fair market values on a daily basis. The fair value for commodities inventory (i.e., inventory excluding commemorative coins) is determined using pricing data derived from the markets on which the underlying commodities are traded. Precious metals commodities inventory is classified in Level 1 of the valuation hierarchy.

Precious Metals held under Financing Arrangements. The Company enters into arrangements with certain customers under which A-Mark purchases precious metals from the customers which are subject to repurchase by the customer at the spot value of the product on the repurchase date. The precious metals purchased under these arrangements consist of rare and unique items, and therefore the Company accounts for these transactions as precious metals held under financing arrangements, which generate financing income rather than revenue earned from precious metals inventory sales. In these repurchase arrangements, the Company holds legal title to the metals and earns financing income for the duration of the agreement. The fair value for precious metals held under financing arrangements, (a commodity, like inventory above) is determined using pricing data derived from the markets on which the underlying commodities are traded. Precious metals held under financing arrangements are classified in Level 1 of the valuation hierarchy.

Derivatives. Futures contracts, forward contracts, and open sale and purchase commitments are valued at their fair values, based on the difference between the quoted market price and the contractual price (i.e., intrinsic value,) and are included within Level 1 of the valuation hierarchy.

Margin and Borrowed Metals Liabilities. Margin and borrowed metals liabilities consist of the Company's commodity obligations to margin customers and suppliers, respectively. Margin liabilities and borrowed metals liabilities are carried at fair value, which is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded. Margin and borrowed metals liabilities are classified in Level 1 of the valuation hierarchy.

Product Financing Arrangements. Product financing arrangements consist of financing agreements for the transfer and subsequent re-acquisition of the sale of gold and silver at an agreed-upon price based on the spot price with a third-party. Such transactions allow the Company to repurchase this inventory upon demand. The third-party charges monthly interest as a percentage of the market value of the outstanding obligation, which is carried at fair value. The obligation is stated at the amount required to repurchase the outstanding inventory. Fair value is determined using quoted market pricing and data derived from the markets on which the underlying commodities are traded. Product financing arrangements are classified in Level 1 of the valuation hierarchy.

Option to Purchase Interests in a Long-term Investment. The fair value of the option to purchase additional ownership interest in Silver Gold Bull, Inc, which is exercisable between December 2023 and September 2024, was determined by an independent third-party valuation firm and was recorded as a component of other long-term assets on the condensed consolidated balance sheets. This option is classified in Level 3 of the valuation hierarchy.

The value of the option was determined using a Monte Carlo Simulation model ("MCS model"). The MCS model includes inputs based on significant assumptions related to management’s forecasts of the investee’s earnings-before-interest-taxes-depreciation-amortization ("EBITDA") and corresponding future total equity simulations, where an early exercise multiple is calibrated to maximize the fair value of the option during the exercise period. For each simulation path, option payoffs are calculated based on the contractual terms, and then discounted at the term-matched risk-free rate, where the value of the option is calculated as the average present value over all simulated paths. Refer to the 2023 Annual Report for information about certain assumptions in the MCS model that was used to determine the value of this option.

The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis, aggregated by each fair value hierarchy level (in thousands):


	September 30, 2023
	Quoted Price in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Inventories(1)	$	1,000,087	$	—	$	—	$	1,000,087
Precious metals held under financing arrangements		19,279		—		—		19,279
Derivative assets — open sale and purchase commitments, net		10,976		—		—		10,976
Derivative assets — futures contracts		23,264		—		—		23,264
Derivative assets — forward contracts		53,333		—		—		53,333
Option to purchase interest in a long-term investment		—		—		5,300		5,300
Total assets, valued at fair value	$	1,106,939	$	—	$	5,300	$	1,112,239
Liabilities:
Liabilities on borrowed metals	$	21,727	$	—	$	—	$	21,727
Product financing arrangements		389,615		—		—		389,615
Derivative liabilities — open sale and purchase commitments, net		16,259		—		—		16,259
Derivative liabilities — margin accounts		3,972		—		—		3,972
Derivative liabilities — forward contracts		186		—		—		186
Total liabilities, valued at fair value	$	431,759	$	—	$	—	$	431,759

(1)

Commemorative coin inventory totaling $0.7 million was held at lower of cost or realizable value, and thus is excluded from the inventories balance shown in this table.


	June 30, 2023
	Quoted Price in Active Markets for Identical Instruments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Inventories(1)	$	980,695	$	—	$	—	$	980,695
Precious metals held under financing arrangements		25,530		—		—		25,530
Derivative assets — open sale and purchase commitments, net		37,957		—		—		37,957
Derivative assets — futures contracts		832		—		—		832
Derivative assets — forward contracts		39,092		—		—		39,092
Option to purchase interest in a long-term investment		—		—		5,300		5,300
Total assets, valued at fair value	$	1,084,106	$	—	$	5,300	$	1,089,406
Liabilities:
Liabilities on borrowed metals	$	21,642	$	—	$	—	$	21,642
Product financing arrangements		335,831		—		—		335,831
Derivative liabilities — open sale and purchase commitments, net		853		—		—		853
Derivative liabilities — margin accounts		4,441		—		—		4,441
Derivative liabilities — future contracts		1,161		—		—		1,161
Derivative liabilities — forward contracts		1,621		—		—		1,621
Total liabilities, valued at fair value	$	365,549	$	—	$	—	$	365,549

(1)

Commemorative coin inventory totaling $0.9 million was held at lower of cost or net realizable value, and thus is excluded from the inventories balance shown in this table.

There were no transfers in or out of Level 2 or 3 from other levels within the fair value hierarchy during the reported periods.

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments only under certain circumstances. These include (i) investments in private companies when there are identifiable events or changes in circumstances that may have a significant adverse impact on the fair value of these assets, (ii) equity method investments that are remeasured to the acquisition-date fair value upon the Company obtaining a controlling interest in the investee during a step acquisition, (iii) property, plant, and equipment and definite-lived intangibles, (iv) digital assets, (v) goodwill, and (vi) indefinite-lived intangibles, all of which are written down to fair value when they are held for sale or determined to be impaired.

Our non-recurring valuations use significant unobservable inputs and significant judgments and therefore fall under Level 3 of the fair value hierarchy. The valuation inputs include assumptions on the appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples, and the amount and timing of expected future cash flows. The cash flows employed in the analyses are based on the Company’s estimated outlook and various growth rates. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective equity method investment, asset group, or reporting unit. In assessing the reasonableness of its determined fair values, the Company evaluates its results against other value indicators, such as comparable transactions and comparable public company trading values. The Company used a third-party independent valuation specialist to assist us to determine the fair value of the net assets acquired in connection with Company’s step acquisition of JMB.

4. RECEIVABLES, NET

Receivables, net consisted of the following (in thousands):


	September 30, 2023		June 30, 2023
Customer trade receivables	$	12,020	$	5,031
Wholesale trade advances		21,380		13,679
Due from brokers and other		915		16,533
	$	34,315	$	35,243

Customer Trade Receivables. Customer trade receivables represent short-term, non-interest bearing amounts due from precious metal sales, advances related to financing products, and other secured interests in assets of the customer.

Wholesale Trade Advances. Wholesale trade advances represent advances of various bullion products and cash advances for purchase commitments of precious metal inventory. Typically, these advances are unsecured, short-term, and non-interest bearing, and are made to wholesale metals dealers and government mints.

Due from Brokers and Other. Due from brokers and other consists of the margin requirements held at brokers related to open futures contracts (see Note 12) and other receivables.

5. SECURED LOANS RECEIVABLE

Below is a summary of the carrying value of our secured loans (in thousands):


	September 30, 2023		June 30, 2023
Secured loans originated	$	71,458	$	68,630
Secured loans acquired		27,709		31,990
	$	99,167	$	100,620

Secured Loans - Originated: Secured loans include short-term loans, which include a combination of on-demand lines and short-term facilities. These loans are fully secured by the customer's assets, which predominantly include bullion, numismatic, and semi-numismatic material, and are typically held in safekeeping by the Company.

Secured Loans - Acquired: Secured loans also include short-term loans, which include a combination of on-demand lines and short-term facilities that are purchased from our customers. The Company acquires a portfolio of their loan receivables at a price that approximates the outstanding balance of each loan in the portfolio, as determined on the effective transaction date. Each loan in the portfolio is fully secured by the borrower's assets, which could include bullion, numismatic or semi-numismatic material, and are typically held in safekeeping by the Company. The seller of the loan portfolio generally retains the responsibility for the servicing and administration of the loans.

As of September 30, 2023 and June 30, 2023, our secured loans carried weighted-average effective interest rates of 10.4% and 10.4%, respectively, and mature in periods ranging typically from on-demand to one year.

The secured loans that the Company generates with its active customers are reflected as an operating activity on the condensed consolidated statements of cash flows. The secured loans that the Company generates with borrowers that are not active customers are reflected as an investing activity on the condensed consolidated statements of cash flows as secured loans receivables, net. For the secured loans that (i) are reflected as an investing activity and have terms that allow the borrowers to increase their loan balance (at the discretion of the Company) based on the excess value of their collateral compared to their aggregate principal balance of loan, and (ii) are repayable on demand or in the short-term, the borrowings and repayments are netted on the condensed consolidated statements of cash flows.

Credit Quality of Secured Loans Receivables and Allowance for Credit Losses

General

The Company's secured loan receivables portfolio comprises loans with similar credit risk profiles, which enables the Company to apply a standard methodology to determine the credit quality for each loan and the allowance for credit losses, if any.

The credit quality of each loan is generally determined by the collateral value assessment, loan-to-value (“LTV”) ratio (that is, the principal amount of the loan divided by the estimated value of the collateral) and the type (or class) of secured material. All loans are fully secured by precious metal bullion, numismatic and semi-numismatic collateral, or graded sports cards and sports memorabilia, which remains in the physical custody of the Company for the duration of the loan. The term of the loans is generally 180 days, however loans are typically renewed prior to maturity and therefore remain outstanding for a longer period of time. Interest earned on a loan is billed monthly and is typically due and payable within 20 days and, if not paid after all applicable grace periods, is added to the outstanding principal balance, and late fees and default interest rates are assessed.

When an account is in default or if a margin call has not been met on a timely basis, the Company has the right to liquidate the borrower's collateral in order to satisfy the unpaid balance of the outstanding loans, including accrued and unpaid interest.

Class and Credit Quality of Loans

The three classes of secured loan receivables are defined by collateral type: (i) bullion, (ii) numismatic and semi-numismatic and (iii) graded sports cards and sports memorabilia. The Company required LTV ratios vary with the class of loans. Typically, the Company requires an LTV ratio of approximately 75% for bullion, 65% for numismatic and semi-numismatic collateral, and 50% for graded sports cards and sports memorabilia. The LTV ratio for loans collateralized by numismatic and semi-numismatic collateral is typically lower on a percentage basis than bullion collateralized loans because a higher value of the numismatic and semi-numismatic collateral relates to its premium value, rather than its underlying commodity value. The LTV ratio for loans collateralized by graded sports cards and sports memorabilia is lower because the underlying collateral is not as liquid as bullion and numismatic and semi-numismatic collateral.

The Company's secured loans by portfolio class, which align with internal management reporting, were as follows (in thousands):


	September 30, 2023				June 30, 2023
Bullion	$	48,849	49.3	%	$	52,165	51.8	%
Numismatic and semi-numismatic		49,977	50.4	%		47,856	47.6	%
Graded sports cards and sports memorabilia		341	0.3	%		599	0.6	%
	$	99,167	100.0	%	$	100,620	100.0	%

Due to the nature of market fluctuations of precious metal commodity prices, the Company monitors the bullion collateral value of each loan on a daily basis, based on spot price of precious metals. Numismatic and graded sports cards and sports memorabilia collateral values are updated by numismatic and graded sports cards and sports memorabilia specialists typically within every 90 days and when loan terms are renewed.

Generally, we initiate the margin call process when the outstanding loan balance is in excess of 85% of the current value of the underlying collateral. In the event that a borrower fails to meet a margin call to reestablish the required LTV ratio, the loan is considered in default. The collateral material (either bullion, numismatic or graded sports cards and sports memorabilia) underlying such loans is then sold by the Company to satisfy all amounts due under the loan.

Loans with LTV ratios of less than 75% are generally considered to be higher quality loans. Below is summary of aggregate outstanding secured loan balances bifurcated into (i) loans with an LTV ratio of less than 75% and (ii) loans with an LTV ratio of 75% or more (in thousands):


	September 30, 2023				June 30, 2023
Loan-to-value of less than 75%	$	82,950	83.6	%	$	90,378	89.8	%
Loan-to-value of 75% or more		16,217	16.4	%		10,242	10.2	%
	$	99,167	100.0	%	$	100,620	100.0	%

The Company had no loans with an LTV ratio in excess of 100% as of September 30, 2023 and June 30, 2023.

Non-Performing Loans/Impaired Loans

Historically, the Company has not established an allowance for any credit losses because the Company has liquidated the collateral to satisfy the amount due before any loan becomes non-performing or impaired.

Non-performing loans have the highest probability for credit loss. The allowance for secured loan credit losses attributable to non-performing loans is based on the most probable source of repayment, which is normally the liquidation of collateral. Due to the accelerated liquidation terms of the Company's loan portfolio, past due loans are generally liquidated within 90 days of default. In the event a loan were to become non-performing, the Company would determine a reserve to reduce the carrying balance to its estimated net realizable value. As of September 30, 2023 and June 30, 2023, the Company had no allowance for secured loan losses or loans classified as non-performing.

A loan is considered impaired if it is probable, based on current information and events, that the Company will be unable to collect all amounts due according to the contractual terms of the loan. Customer loans are reviewed for impairment and include loans that are past due or non-performing, or if the customer is in bankruptcy. In the event of an impairment, recognition of interest income would be suspended, and the loan would be placed on non-accrual status at the time. Accrual would be resumed, and previously suspended interest income would be recognized, when the loan becomes contractually current and/or collection doubts are removed. Cash receipts on impaired loans are recorded first against the principal and then to any unrecognized interest income. For the three months ended September 30, 2023 and 2022, the Company incurred no loan impairment costs and no loans were placed on a non-accrual status.

6. INVENTORIES

Our inventory consists of the precious metals that the Company has physically received, and inventory held by third-parties, which, at the Company's option, it may or may not receive. The following table summarizes the components of our inventory (in thousands):


	September 30, 2023		June 30, 2023
Inventory held for sale	$	385,613	$	437,670
Repurchase arrangements with customers		200,674		181,751
Consignment arrangements with customers		2,458		3,801
Commemorative coins, held at lower of cost or net realizable value		722		948
Borrowed precious metals		21,727		21,642
Product financing arrangements		389,615		335,831
	$	1,000,809	$	981,643

Inventory Held for Sale. Inventory held for sale represents precious metals, excluding commemorative coin inventory, that have been received by the Company and are not subject to repurchase by or consignment arrangements with third parties, borrowed precious metals, or product financing arrangements. As of September 30, 2023 and June 30, 2023, inventory held for sale totaled $385.6 million and $437.7 million, respectively.

Repurchase Arrangements with Customers. The Company enters into arrangements with certain customers under which A-Mark purchases precious metals from the customers which are subject to repurchase by the customer at the fair value of the product on the repurchase date. Under these arrangements, the Company, which holds legal title to the metals, earns financing income until the time the arrangement is terminated, or the material is repurchased by the customer. In the event of a repurchase by the customer, the Company records a sale.

These arrangements are typically terminable by either party upon 14 days' notice. Upon termination, the customer’s rights to repurchase any remaining inventory is forfeited. As of September 30, 2023 and June 30, 2023, included within inventories is $200.7 million and $181.8 million, respectively, of precious metals products subject to repurchase arrangements with customers.

Consignment Arrangements with Customers. The Company periodically loans metals to customers on a short-term consignment basis. Inventory loaned under consignment arrangements to customers as of September 30, 2023 and June 30, 2023 totaled $2.5 million and $3.8 million, respectively. Such transactions are recorded as sales and are removed from the Company's inventory at the time the customer elects to price and purchase the precious metals.

Commemorative Coins. Our commemorative coin inventory, including its premium component, is held at the lower of cost or net realizable value, because the value of commemorative coins is influenced more by supply and demand determinants than on the underlying spot price of the precious metal content of the commemorative coins. The value of commemorative coins is not subject to the same level of volatility as bullion coins because our commemorative coins typically carry a substantially higher premium over the spot metal price than bullion coins. Our commemorative coins are not hedged and totaled $0.7 million and $0.9 million as of September 30, 2023 and June 30, 2023, respectively.

Borrowed Precious Metals. Borrowed precious metals inventory include: (i) metals held by suppliers as collateral on advanced pool metals, (ii) metals due to suppliers for the use of their consigned inventory, (iii) unallocated metal positions held by customers in the Company’s inventory, and (iv) shortages in unallocated metal positions held by the Company in the supplier’s inventory. Unallocated or pool metal represents an unsegregated inventory position that is due on demand, in a specified physical form, based on the total ounces of metal held in the position. Amounts due under these arrangements require delivery either in the form of precious metals or cash. The Company's inventory included borrowed precious metals with market values totaling $21.7 million and $21.6 million as of September 30, 2023 and June 30, 2023, respectively, with a corresponding offsetting obligation reflected as liabilities on borrowed metals on the condensed consolidated balance sheets.

Product Financing Arrangements. This inventory represents amounts held as security by lenders for obligations under product financing arrangements. The Company enters into a product financing agreement for the transfer and subsequent re-acquisition of gold and silver at an agreed-upon price based on the spot price with a third-party finance company. This inventory is restricted and is held at a custodial storage facility in exchange for a financing fee, paid to the third-party finance company. During the term of the financing, the third-party finance company holds the inventory as collateral, and both parties intend for the inventory to be returned to the Company at an agreed-upon price based on the spot price on the finance arrangement repurchase date. These transactions do not qualify as sales and have been accounted for as financing arrangements in accordance with ASC 470-40 Product Financing Arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing arrangements and the underlying inventory are carried at fair value, with changes in fair value included in cost of sales in the condensed consolidated statements of income. Such obligations totaled $389.6 million and $335.8 million as of September 30, 2023 and June 30, 2023, respectively.

The Company mitigates market risk of its physical inventory and open commitments through commodity hedge transactions. (See Note 12.) As of September 30, 2023 and June 30, 2023, the unrealized gains or losses resulting from the difference between market value and cost of physical inventory were losses of $25.6 million and losses of $4.6 million, respectively.

Premium Component of Inventory

The premium component, at market value, included in the inventory as of September 30, 2023 and June 30, 2023 totaled $36.0 million and $29.4 million, respectively.

7. LEASES

Components of operating lease expense were as follows (in thousands):


	Three Months Ended September 30,
	2023		2022
Operating lease costs	$	366	$	362
Variable lease costs		104		104
Short term lease costs		27		25
	$	497	$	491

For the three months ended September 30, 2023, we made cash payments of $0.4 million for operating lease obligations. These payments are included in operating cash flows. As of September 30, 2023, the weighted-average remaining lease term under our capitalized operating leases was 4.5 years, while the weighted-average discount rate for our operating leases was approximately 4.9%.

The following represents our future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities as of September 30, 2023 (in thousands):


Year ending June 30,	Operating Leases
2024 (remainder of year)	$	1,229
2025		1,599
2026		1,171
2027		823
2028		700
Thereafter		626
Total lease payments		6,148
Imputed interest		(665	)
Total operating lease liability	$	5,483		(1)
Operating lease liability - current	$	1,394		(2)
Operating lease liability - long-term		4,089		(3)
	$	5,483		(1)

(1)

Represents the present value of the operating lease liabilities as of September 30, 2023.

(2)

Current operating lease liabilities are presented within accrued liabilities on our condensed consolidated balance sheets.

(3)

Long-term operating lease liabilities are presented within other liabilities on our condensed consolidated balance sheets.

The Company has one related party lease; for information on this lease refer to Note 14.

8. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment consisted of the following (in thousands):


	September 30, 2023			June 30, 2023
Computer software	$	7,839		$	7,442
Plant equipment		9,469			8,477
Leasehold improvements		3,969			3,969
Office furniture, and fixtures		3,076			2,960
Computer equipment		1,826			1,713
Building		1,178			857
Total depreciable assets		27,357			25,418
Less: Accumulated depreciation and amortization		(14,180	)		(13,553	)
Property and equipment not placed in service		110			242
Land		406			406
Property, plant, and equipment, net	$	13,693		$	12,513

Property, plant and equipment depreciation and amortization expense for the three months ended September 30, 2023 and 2022 was $0.6 million and $0.5 million, respectively. For the periods presented, depreciation and amortization expense allocable to cost of sales was not significant.

9. GOODWILL AND INTANGIBLE ASSETS

Goodwill is an intangible asset that arises when a company acquires an existing business or assets (net of assumed liabilities) which comprise a business. In general, the amount of goodwill recorded in an acquisition is calculated as the purchase price of the business minus the fair market value of the tangible assets and the identifiable intangible assets, net of the assumed liabilities. Goodwill and intangibles can also be established by push-down accounting. Below is a summary of the significant transactions that generated goodwill and intangible assets of the Company:

•

In connection with the Company's formation of AMST in August 2016, the Company recorded an additional $2.5 million and $4.3 million of identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. The Company’s investment in AMST has resulted in synergies between the acquired minting operation and the Company’s established distribution network by providing a steadier and more reliable fabricated source of silver during times of market volatility. The Company considers that much of the acquired goodwill relates to the “ready state” of AMST's established minting operation with existing quality processes, procedures, and ability to scale production to meet market needs.

•

In connection with the Company's acquisition of Goldline in August 2017, the Company recorded $5.0 million and $1.4 million of additional identifiable intangible assets and goodwill, respectively; these values were based upon an independent appraisal and represent their fair values at the acquisition date. The Company’s investment in Goldline created synergies between Goldline's direct marketing operation and the Company’s established distribution network, secured storage and lending operations that has led to increased product margin spreads, and lower distribution and storage costs for Goldline.

•

In March 2021, the Company acquired 100% ownership of JMB, in which we previously held a 20.5% equity interest. At the acquisition date we measured the value of identifiable intangible assets and goodwill at $98.0 million and $92.1 million, respectively.

•

In October 2022, JMB acquired $4.5 million of intangible assets that included: BGASC’s website, domain name, trademarks, logos, customer list, and all intellectual property.

Carrying Value

The carrying value of goodwill and other purchased intangibles are described below (dollar amounts in thousands):


			September 30, 2023										June 30, 2023
	Estimated Useful Lives (Years)	Remaining Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Accumulated Impairment			Net Book Value
Identifiable intangible assets:
Existing customer relationships	5 - 15	2.4	$	55,768	$	(47,940	)	$	—		$	7,828	$	55,768	$	(46,465	)	$	—		$	9,303
Developed technology	4	1.7		11,036		(6,767	)		—			4,269		11,036		(6,077	)		—			4,959
Non-compete and other	3 - 5	3.8		2,310		(2,300	)		—			10		2,310		(2,300	)		—			10
Employment agreement	1 - 3	0.0		295		(295	)		—			—		295		(295	)		—			—
Intangibles subject to amortization				69,409		(57,302	)		—			12,107		69,409		(55,137	)		—			14,272
Trade names and trademarks	Indefinite	Indefinite		49,648		—			(1,290	)		48,358		49,648		—			(1,290	)		48,358
Identifiable intangible assets			$	119,057	$	(57,302	)	$	(1,290	)	$	60,465	$	119,057	$	(55,137	)	$	(1,290	)	$	62,630

Goodwill	Indefinite	Indefinite	$	102,307	$	—		$	(1,364	)	$	100,943	$	102,307	$	—		$	(1,364	)	$	100,943

The Company's intangible assets are subject to amortization except for trade names and trademarks, which have an indefinite life. Existing customer relationships intangible assets are amortized in a manner reflecting the pattern in which the economic benefits of the assets are consumed. All other intangible assets subject to amortization are amortized using the straight-line method over their useful lives, which are estimated to be one to fifteen years. Amortization expense related to the Company's intangible assets for the three months ended September 30, 2023 and 2022 was $2.2 million and $2.7 million, respectively. For the presented periods, amortization expense allocable to cost of sales was not significant.

Impairment

We recorded a non-recurring impairment charge of $2.7 million (goodwill and indefinite-lived intangible assets) in fiscal 2018 related to Goldline. Other than the impairment charge related to Goldline, we have not recorded any impairment of goodwill or indefinite-lived intangible assets.

Estimated Amortization

Estimated annual amortization expense related to definite-lived intangible assets for the succeeding five years is as follows (in thousands):


Fiscal Year Ending June 30,	Amount
2024 (remainder of year)	$	5,920
2025		4,945
2026		752
2027		304
2028		47
Thereafter		139
	$	12,107

10. LONG-TERM INVESTMENTS

As of September 30, 2023, the Company had seven investments in privately-held entities. The following table shows the carrying value and ownership percentage of the Company's investment in each entity (in thousands):


	September 30, 2023					June 30, 2023
Investee	Carrying Value		Ownership Percentage			Carrying Value		Ownership Percentage
Silver Gold Bull, Inc.	$	44,927		47.4	%	$	44,699		47.4	%
Pinehurst Coin Exchange, Inc.		16,420		49.0	%		15,999		49.0	%
Sunshine Minting, Inc.		19,086		44.9	%		17,719		44.9	%
Company A		233		33.3	%		233		33.3	%
Company B		1,999		50.0	%		2,005		50.0	%
Texas Precious Metals, LLC		6,034		12.0	%		5,465		12.0	%
Atkinsons Bullion & Coins		2,521		25.0	%		2,415		25.0	%
	$	91,220				$	88,535

We consider all of our equity method investees to be related parties. See Note 14 for a summary of the Company's aggregate balances and activity with these related party entities. All of the Company's investees are accounted for using the equity method, with the exception of Company A, which is accounted for using the cost method and is not considered a related party.

11. ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable and other current liabilities consisted of the following (in thousands):


	September 30, 2023		June 30, 2023
Trade payables to customers	$	3,066	$	20,512
Other accounts payable		5,734		4,953
Accounts payable and other payables	$	8,800	$	25,465

Deferred revenue	$	9,230	$	7,419
Advances from customers		141,939		173,944
Deferred revenue and other advances	$	151,169	$	181,363

12. DERIVATIVE INSTRUMENTS AND HEDGING TRANSACTIONS

The Company is exposed to market risk, such as changes in commodity prices and foreign exchange rates. To manage the volatility related to these exposures, the Company enters into various derivative products, such as forwards and futures contracts. By policy, the Company historically has entered into derivative financial instruments for the purpose of hedging substantially all of Company's market exposure to precious metals prices, and not for speculative purposes. The Company’s gains (losses) on derivative instruments are substantially offset by the changes in the fair market value of the underlying precious metals inventory, both of which are recorded in cost of sales in the condensed consolidated statements of income.

Commodity Price Management

The Company manages the value of certain assets and liabilities of its trading business, including trading inventory, by employing a variety of hedging strategies. These strategies include the management of exposure to changes in the market values of the Company's trading inventory through the purchase and sale of a variety of derivative instruments, such as forwards and futures contracts.

The Company enters into derivative transactions solely for the purpose of hedging its inventory subject to price risk, and not for speculative market purposes. Due to the nature of the Company's global hedging strategy, the Company is not using hedge accounting as defined under ASC 815, whereby the gains or losses would be deferred and included as a component of other comprehensive income. Instead, gains or losses resulting from the Company's futures and forward contracts and open sale and purchase commitments are reported in the condensed consolidated statements of income as unrealized gains or losses on commodity contracts (a component of cost of sales) with the related unrealized amounts due from or to counterparties reflected as derivative assets or liabilities on the condensed consolidated balance sheets.

The Company's trading inventory and purchase and sale transactions consist primarily of precious metal products. The value of these assets and liabilities are marked-to-market daily to the prevailing closing price of the underlying precious metals. The Company's precious metals inventory is subject to fluctuations in market value, resulting from changes in the underlying commodity prices. Inventory purchased or borrowed by the Company is subject to price changes. Inventory borrowed is considered a natural hedge, since changes in value of the metal held are offset by the obligation to return the metal to the supplier.

Open sale and purchase commitments are subject to changes in value between the date the purchase or sale price is fixed (the trade date) and the date the metal is received or delivered (the settlement date). The Company seeks to minimize the effect of price changes of the underlying commodity through the use of forward and futures contracts. The Company’s open sale and purchase commitments typically settle within 2 business days, and for those commitments that do not have stated settlement dates, the Company has the right to settle the positions upon demand.

The Company's policy is to substantially hedge its inventory position, net of open sale and purchase commitments that are subject to price risk, and regularly enters into precious metals commodity forward and futures contracts with financial institutions to hedge against this risk. The Company uses futures contracts, which typically settle within 30 days, for its shorter-term hedge positions, and forward contracts, which may remain open for up to 6 months, for its longer-term hedge positions. The Company has access to all of the precious metals markets, allowing it to place hedges. The Company also maintains relationships with major market makers in every major precious metal dealing center.

The Company’s management sets credit and position risk limits. These limits include gross position limits for counterparties engaged in sales and purchase transactions with the Company. They also include collateral limits for different types of sale and purchase transactions that counterparties may engage in from time to time.

Derivative Assets and Liabilities

The Company's derivative assets and liabilities represent the net fair value of the difference (or intrinsic value) between market values and trade values at the trade date for open precious metals sale and purchase contracts, as adjusted on a daily basis for changes in market values of the underlying metals, until settled. The Company's derivative assets and liabilities also include the net fair value of open precious metals forwards and futures contracts. The precious metals forwards and futures contracts are settled at the contract settlement date.

All of our commodity derivative contracts are under master netting arrangements and include both asset and liability positions (i.e., offsetting derivative instruments). As such, for the Company's derivative contracts with the same counterparty, the receivables and payables have been netted on the condensed consolidated balance sheets. Such derivative contracts include open sale and purchase commitments, futures, forwards and margin accounts. The aggregate gross and net derivative receivables and payables balances by contract type and type of hedge, were as follows (in thousands):


	September 30, 2023										June 30, 2023
	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	$	15,644	$	(4,668	)	$	—		$	10,976	$	53,924	$	(15,967	)	$	—		$	37,957
Futures contracts		23,264		—			—			23,264		832		—			—			832
Forward contracts		53,333		—			—			53,333		39,092		—			—			39,092
	$	92,241	$	(4,668	)	$	—		$	87,573	$	93,848	$	(15,967	)	$	—		$	77,881
Nettable derivative liabilities:
Open sale and purchase commitments	$	28,756	$	(12,497	)	$	—		$	16,259	$	2,271	$	(1,418	)	$	—		$	853
Margin accounts		19,629		—			(15,657	)		3,972		17,681		—			(13,240	)		4,441
Futures contracts		—		—			—			—		1,161		—			—			1,161
Forward contracts		186		—			—			186		1,621		—			—			1,621
	$	48,571	$	(12,497	)	$	(15,657	)	$	20,417	$	22,734	$	(1,418	)	$	(13,240	)	$	8,076

Gains or Losses on Derivative Instruments

The Company records the derivative at the trade date with corresponding unrealized gains or losses shown as a component of cost of sales in the condensed consolidated statements of income. The Company adjusts the derivatives to fair value on a daily basis until the transactions are settled. When these contracts are net settled, the unrealized gains and losses are reversed and the realized gains and losses for forward contracts are recorded in revenue and cost of sales and the net realized gains and losses for futures are recorded in cost of sales.

Below is a summary of the net gains (losses) on derivative instruments (in thousands):


	Three Months Ended September 30,
	2023			2022
Gains (losses) on derivative instruments:
Unrealized losses on open futures commodity and forward contracts and open sale and purchase commitments, net	$	(3,035	)	$	(73,557	)
Realized (losses) gains on futures commodity contracts, net		(7,471	)		43,401
	$	(10,506	)	$	(30,156	)

The Company’s net gains (losses) on derivative instruments, as shown in the table above, were substantially offset by the changes in the fair market value of the underlying precious metals inventory, which were also recorded in cost of sales in the condensed consolidated statements of income.

Summary of Hedging Positions

In a hedging relationship, the change in the value of the derivative financial instrument is offset to a great extent by the change in the value of the underlying hedged item. The following table summarizes the results of our hedging activities, which shows the precious metal commodity inventory position, net of open sale and purchase commitments, that was subject to price risk (in thousands):


	September 30, 2023			June 30, 2023
Inventories	$	1,000,809		$	981,643
Precious metals held under financing arrangements		19,279			25,530
		1,020,088			1,007,173
Less unhedgeable inventories:
Commemorative coin inventory, held at lower of cost or net realizable value		(722	)		(948	)
Premium on metals position		(35,978	)		(29,358	)
Precious metal value not hedged		(36,700	)		(30,306	)

Commitments at market:
Open inventory purchase commitments		825,946			921,108
Open inventory sales commitments		(305,624	)		(587,392	)
Margin sale commitments		(19,629	)		(17,682	)
In-transit inventory no longer subject to market risk		(7,017	)		(5,505	)
Unhedgeable premiums on open commitment positions		12,451			11,224
Borrowed precious metals		(21,727	)		(21,642	)
Product financing arrangements		(389,615	)		(335,831	)
Advances on industrial metals		1,033			698
		95,818			(35,022	)

Precious metal subject to price risk		1,079,206			941,845

Precious metal subject to derivative financial instruments:
Precious metals forward contracts at market values		790,538			767,767
Precious metals futures contracts at market values		284,482			170,466
Total market value of derivative financial instruments		1,075,020			938,233

Net precious metals subject to commodity price risk	$	4,186		$	3,612

Notional Balances of Derivatives

The notional balances of the Company's derivative instruments, consisting of contractual metal quantities, are expressed at current spot prices of the underlying precious metal commodity. As of September 30, 2023 and June 30, 2023, the Company had the following outstanding commitments and open forward and future contracts (in thousands):


	September 30, 2023			June 30, 2023
Purchase commitments	$	825,946		$	921,108
Sales commitments	$	(305,624	)	$	(587,392	)
Margin sales commitments	$	(19,629	)	$	(17,682	)
Open forward contracts	$	790,538		$	767,767
Open futures contracts	$	284,482		$	170,466

The contract amounts (i.e., notional balances) of the Company's forward and futures contracts and the open sales and purchase commitments are not reflected in the accompanying condensed consolidated balance sheet. The Company records the difference between the market price of the underlying metal or contract and the trade amount at fair value.

The Company is exposed to the risk of failure of the counterparties to its derivative contracts. Significant judgment is applied by the Company when evaluating the fair value implications. The Company regularly reviews the creditworthiness of its major counterparties and monitors its exposure to concentrations. On September 30, 2023, the Company believes its risk of counterparty default is mitigated as a result of such evaluation and the short-term duration of these arrangements.

Foreign Currency Exchange Rate Management

The Company utilizes foreign currency forward contracts to manage the effect of foreign currency exchange fluctuations on its sale and purchase transactions. These contracts generally have maturities of less than one week. The market values (fair values) of the Company’s foreign exchange forward contracts and the net open sale and purchase commitment transactions, denominated in foreign currencies, outstanding were as follows (in thousands):


	September 30, 2023		June 30, 2023
Foreign exchange forward contracts	$	4,118	$	7,101
Open sale and purchase commitment transactions, net	$	3,881	$	5,611

13. INCOME TAXES

Net income from operations before provision for income taxes is shown below (in thousands):


	Three Months Ended September 30,
	2023		2022
U.S.	$	23,928	$	57,990
Foreign		7		18
	$	23,935	$	58,008

The Company files a consolidated federal income tax return based on a June 30 tax year end. The provision for income tax expense by jurisdiction and the effective tax rate are shown below (in thousands):


	Three Months Ended September 30,
	2023			2022
Current:
Federal	$	4,387		$	11,384
State and local		560			1,380
Foreign		5			7
	$	4,952		$	12,771

Effective income tax rate		20.7	%		22.0	%

Our provision for income taxes varied from the tax computed at the U.S. federal statutory income tax rates for the three months ended September 30, 2023 and 2022 primarily due to the excess tax benefit from share-based compensation and foreign derived intangible income special deduction, partially offset by Section 162(m) executive compensation disallowance, state taxes (net of federal tax benefit), and other normal course non-deductible expenditures.

Income Taxes Receivable and Payable

As of September 30, 2023 and June 30, 2023, our income tax payable totaled $3.5 million and $1.0 million, respectively.

Deferred Tax Assets and Liabilities

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized by evaluating both positive and negative evidence. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As of September 30, 2023 and June 30, 2023, management concluded that it was more likely than not that the Company would be able to realize the benefit of the U.S. federal and state deferred tax assets. We based this conclusion on historical and projected operating performance, as well as our expectation that our operations will generate sufficient taxable income in future periods to realize the tax benefits associated with the deferred tax assets. A tax valuation allowance was considered unnecessary, as management concluded that it was more likely than not that the Company would be able to realize the benefit of the U.S. federal and state deferred tax assets.

As of September 30, 2023, the condensed consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal and state), resulting in a state deferred tax liability of $2.3 million and a federal deferred tax liability of $14.4 million. As of June 30, 2023, the condensed consolidated balance sheet reflects the deferred tax items for each tax-paying component (i.e., federal and state), resulting in a state deferred tax liability of $2.3 million and a federal deferred tax liability of $14.4 million.

Unrecognized Tax Benefits

The Company has taken or expects to take certain tax benefits on its income tax return filings that it has not recognized as a tax benefit (i.e., an unrecognized tax benefit) on its condensed consolidated statements of income. The Company's measurement of its uncertain tax positions is based on management's assessment of all relevant information, including, but not limited to prior audit experience, audit settlement, or lapse of the applicable statute of limitations. As of September 30, 2023, there have been no material changes to our unrecognized tax benefits or any related interest or penalties since June 30, 2023.

14. RELATED PARTY TRANSACTIONS

Related parties include entities which the Company controls or has the ability to significantly influence, and entities which are under common control with the Company. Related parties also include persons who are affiliated with related entities or the Company who are in a position to influence corporate decisions (such as owners, executives, board members and their families). In the normal course of business, we enter into transactions with our related parties. Below is a list of related parties with whom we have had significant transactions during the presented periods:

Stack’s Bowers Numismatics, LLC ("Stack's Bowers Galleries"). Stack's Bowers Galleries is a wholly-owned subsidiary of Spectrum Group International, Inc. ("SGI"). SGI and the Company have a common chief executive officer, and the chief executive officer and the general counsel of the Company are board members of SGI.

Equity method investees. As of September 30, 2023, the Company has six investments in privately-held entities which have been determined to be equity method investees and related parties.

Our related party transactions primarily include (i) sales and purchases of precious metals, (ii) financing activities, (iii) repurchase arrangements, and (iv) hedging transactions. Below is a summary of our related party transactions. The amounts presented for each period reflect each entity’s related party status for that period.

Balances with Related Parties

Receivables and Payables, Net

Our related party net receivables and payables balances were as shown below (in thousands):


in thousands
	September 30, 2023						June 30, 2023
	Receivables			Payables			Receivables			Payables
Stack's Bowers Galleries	$	—		$	562		$	534	(1)	$	—
Equity method investees		1,037	(1)		2,500	(2)		737	(1)		2,977	(2)
	$	1,037		$	3,062		$	1,271		$	2,977

(1)

Balance includes trade receivables and other receivables, net

(2)

Balance includes note payables, trade payables, and other payables, net

Long-term Investments

As of September 30, 2023 and June 30, 2023, the aggregate carrying balance of the equity method investments was $91.0 million and $88.3 million respectively. (See Note 10.)

Long-term Other Assets

As of September 30, 2023 and June 30, 2023, the fair value of the option to purchase an additional 27.6% ownership interest in Silver Gold Bull, Inc. was $5.3 million and $5.3 million, respectively. This option was acquired in June 2022 in conjunction with the Company’s acquisition of an additional 40% ownership interest in Silver Gold Bull, Inc., and is exercisable between December 2023 and September 2024. (See Note 10.)

Notes Payable

On April 1, 2021, CCP entered into a loan agreement ("CCP Note") with CFC, which provides CFC with up to $4.0 million to fund commercial loans secured by graded sports cards and sports memorabilia to its borrowers. All loans to be funded using the proceeds from the CCP Note are subject to CCP’s prior written approval. The term of the CCP Note expires on April 1, 2024 and may be extended by mutual agreement. As of September 30, 2023 and June 30, 2023 the outstanding principal balance of the CCP Note was $0.3 million and $0.5 million, respectively.

Activity with Related Parties

Sales and Purchases

Our sales and purchases with companies deemed to be related parties were as follows (in thousands):


	Three Months Ended September 30,
	2023				2022
	Sales		Purchases		Sales		Purchases
Stack's Bowers Galleries	$	40,183	$	6,539	$	33,923	$	6,849
Equity method investees		345,350		12,452		222,107		9,225
	$	385,533	$	18,991	$	256,030	$	16,074

Interest Income

We earned interest income from related parties as set forth below (in thousands):


	Three Months Ended September 30,
	2023		2022
Interest income from finance products and repurchase arrangements	$	2,614	$	1,805

Selling, General, and Administrative

During the three months ended September 30, 2023 and 2022, the Company incurred selling, general, and administrative expense related to its subleasing agreement with Stack's Bower Galleries that totaled $12,000 and $0, respectively.

Interest Expense

During the three months ended September 30, 2023 and 2022, the Company incurred interest expense related to its note with CCP that totaled $2,000 and $15,000, respectively.

Equity Method Investments — Earnings, Dividends and Distributions Received

During the three months ended September 30, 2023 and 2022, the Company's proportional share of our equity method investee's net income totaled $2.7 million and $2.7 million, respectively.

The Company received dividend and distribution payments from our equity method investees that totaled, in the aggregate, $0.3 million and $0.6 million during the three months ended September 30, 2023 and 2022, respectively.

Other Income

The Company earned royalty and consulting services income from related parties that totaled $0.3 million and $0.5 million during the three months ended September 30, 2023 and 2022, respectively.

15. FINANCING AGREEMENTS

Lines of Credit - Trading Credit Facility

On December 21, 2021, the Company entered into a three-year committed facility provided by a syndicate of financial institutions (the “Trading Credit Facility”), with a total current revolving commitment of up to $350.0 million and with a termination date of December 21, 2024. In September 2023, this Trading Credit Facility was amended to add a new lender, a new subsidiary loan party and guarantor and modify certain terms and conditions of the Trading Credit Facility, including increasing the incremental facility feature to $190 million, eliminating provisions whereby lenders under certain conditions could require repayment of all obligations outstanding under the Trading Credit Facility within 10 days on demand, and updating the maturity date to September 20, 2025. As a result, the Trading Credit Facility was reclassified to long-term during the three months ended September 30, 2023.

The Trading Credit Facility is secured by substantially all of the Company’s assets on a first priority basis and is guaranteed by all of the Company's subsidiaries, with the exception of AMCF. The Trading Credit Facility currently bears interest at the daily SOFR rate plus an applicable margin of 236 basis points. As of September 30, 2023, the interest rate was approximately 7.7%. The daily SOFR rate was approximately 5.3% as of September 30, 2023.

The Trading Credit Facility provides the Company with the liquidity to buy and sell billions of dollars of precious metals annually. We routinely use funds drawn under the Trading Credit Facility to purchase metals from our suppliers and for operating cash flow purposes. Our CFC subsidiary also uses the funds drawn under the Trading Credit Facility to finance certain of its lending activities.

Borrowings totaled $270.0 million and $235.0 million at September 30, 2023 and June 30, 2023, respectively. The amounts available under the respective lines of credit are determined at the end of each week and at each month end following a specified borrowing base formula. The Company is able to access additional credit as needed to finance operations, subject to the overall limits of the borrowing facilities and lender approval of the borrowing base calculation. Based on the month end borrowing bases in effect, the availability under the Trading Credit Facility, after taking into account current borrowings, totaled $80.0 million and $115.0 million as determined on September 30, 2023 and June 30, 2023, respectively. As of September 30, 2023 and June 30, 2023, the remaining unamortized balance of loan costs was approximately $4.5 million and $2.4 million, respectively.

The Trading Credit Facility contains various covenants, all of which the Company was in compliance with as of September 30, 2023.

Interest expense related to the Company’s Trading Credit Facility totaled $5.7 million and $2.5 million which represents 58.2% and 40.2% of the total interest expense recognized for the three months ended September 30, 2023 and 2022, respectively. The Trading Credit Facility carried a daily weighted average effective interest rate of 8.21% and 5.57% for the three months ended September 30, 2023 and 2022, respectively.

Notes Payable - AMCF Notes

In September 2018, AM Capital Funding, LLC (“AMCF”), a wholly-owned subsidiary of CFC, completed an issuance of Secured Senior Term Notes (collectively, the "AMCF Notes"): Series 2018-1, Class A (the “Class A Notes”) in the aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B (the “Class B Notes”) in the aggregate principal amount of $28.0 million. The Class A Notes bear interest at a rate of 4.98% and the Class B Notes bear interest at a rate of 5.98%. The AMCF Notes have a maturity date of December 15, 2023. The AMCF Notes were issued under a Master Indenture and the Series 2018-1 Supplement thereto between AMCF and Citibank, N.A., as trustee. The Company holds $5.0 million of the Class B Notes in order to comply with the Credit Risk Retention Rules of Section 15G of the Securities Exchange Act of 1934. The $5.0 million portion of the Class B Notes retained by the Company is eliminated in consolidation.

AMCF applied the net proceeds from the sale to the Company’s purchase of loans and precious metals inventory, and to pay certain costs and expenses. CFC and A-Mark may from time to time also contribute cash or sell precious metals to AMCF in exchange for cash or subordinated, deferred payment obligations from AMCF. In addition, AMCF may from time to time sell precious metals to A-Mark for cash.

As of September 30, 2023, the consolidated carrying balance of the AMCF Notes was $94.9 million (which excludes the $5.0 million note that the Company retained), and the remaining unamortized loan cost balance was approximately $0.1 million. As of September 30, 2023, the balance of the interest payable was $0.2 million. Interest on the AMCF Notes is payable monthly in arrears at the aggregate rate of 5.26% per annum.

For the three months ended September 30, 2023 and 2022, the interest expense related to the AMCF Notes (including loan amortization costs) totaled $1.4 million and $1.5 million, which represents 13.9% and 23.8% of the total interest expense recognized by the Company, respectively. For the three months ended September 30, 2023 and 2022, the AMCF Notes' weighted average effective interest rate was 5.88% and 5.88%, respectively.

Notes Payable — Related Party

See Note 14.

Liabilities on Borrowed Metals

The Company recorded liabilities on borrowed metals with market values totaling $21.7 million as of September 30, 2023, with corresponding metals totaling $0.0 million and $21.7 million included in precious metals held under financing arrangements and inventories, respectively, on the condensed consolidated September 30, 2023 balance sheet. The Company recorded liabilities on borrowed metals with market values totaling $21.6 million as of June 30, 2023 with corresponding metals totaling $0.0 million and $21.6 million included in precious metals held under financing arrangements and inventories, respectively, on the condensed consolidated June 30, 2023 balance sheet.

For the three months ended September 30, 2023 and 2022, the interest expense related to liabilities on borrowed metals totaled $0.5 million and $0.4 million, which represents 5.6% and 6.8% of the total interest expense recognized by the Company, respectively.

Advanced Pool Metals

The Company borrows precious metals from its suppliers and customers under short-term agreements using other precious metals from its inventory as collateral. The Company has the ability to sell the metals advanced. These arrangements can be settled by repayment in similar metals or in cash. Once the obligation is settled, the metals held as collateral are released back to the Company.

Liabilities on Borrowed Metals — Other

Liabilities may also arise from: (i) unallocated metal positions held by customers in the Company’s inventory, (ii) amounts due to suppliers for the use of their consigned inventory, and (iii) shortages in unallocated metal positions held by the Company in the supplier’s inventory. Unallocated or pool metal represents an unsegregated inventory position that is due on demand, in a specified physical form, based on the total ounces of metal held in the position. Amounts due under these arrangements require delivery either in the form of precious metals, or in cash.

Product Financing Arrangements

The Company has agreements with third-party financial institutions which allow the Company to transfer its gold and silver inventory at an agreed-upon price, which is based on the spot price. Such agreements allow the Company to repurchase this inventory upon demand at an agreed-upon price based on the spot price on the repurchase date. The third-party charges a monthly fee as a percentage of the market value of the outstanding obligation; such monthly charges are classified in interest expense. These transactions do not qualify as sales, and therefore have been accounted for as financing arrangements and are reflected in the condensed consolidated balance sheet as product financing arrangements. The obligation is stated at the amount required to repurchase the outstanding inventory. Both the product financing obligation and the underlying inventory (which is entirely restricted) are carried at fair value, with changes in fair value recorded as a component of cost of sales in the condensed consolidated statements of income. Such obligations totaled $389.6 million and $335.8 million as of September 30, 2023 and June 30, 2023, respectively.

For the three months ended September 30, 2023 and 2022, the interest expense related to product financing arrangements totaled $1.9 million and $1.4 million, which represents 19.7% and 23.3% of the total interest expense recognized by the Company, respectively.

16. COMMITMENTS AND CONTINGENCIES

Refer to Note 16 of the Notes to Consolidated Financial Statements in the 2023 Annual Report for information relating to employment contracts and other commitments. The Company is not aware of any material changes to commitments as summarized in the 2023 Annual Report.

Legal Matters

The Company is from time-to-time party to various lawsuits, claims and other proceedings, that arise in the ordinary course of its business.

Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on current information, including our assessment of the merits of particular claims, we do not expect that these legal proceedings or claims will have any material adverse impact on our future consolidated financial position, results of operations, or cash flows.

In accordance with U.S. GAAP, we review the need to accrue for any loss contingency and establish a liability when, in the opinion of management, it is probable that a matter would result in a liability and the amount of loss, if any, can be reasonably estimated. We do not believe that the resolution of any currently pending lawsuits, claims and proceedings, either individually or in the aggregate, will have a material adverse effect on financial position, results of operations or liquidity. However, the outcomes of any currently pending lawsuits, claims and proceedings cannot be predicted, and therefore, there can be no assurance that this will be the case.

Additionally, we record receivables for insurance recoveries relating to litigation-related losses and expenses if and when such amounts are covered by insurance and recovery of such losses or expenses are due.

17. STOCKHOLDERS’ EQUITY

Shelf Registration Statement

On September 25, 2020, the Company filed a universal shelf registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “SEC”) on March 4, 2021, on which the Company registered for sale up to $150.0 million of any combination of its debt securities, shares of common stock, shares of preferred stock, rights, warrants, units and/or purchase contracts from time to time and at prices and on terms that the Company may determine. After a public offering of common stock in March 2021, approximately $69.5 million of securities remain available for issuance under this shelf registration statement. Securities may be offered or sold under this registration statement until March 2024.

Dividends

On July 5, 2023, the Company's board of directors declared a regular dividend of $0.20 per share of common stock to stockholders of record at the close of business on July 17, 2023. The dividend was paid on July 28, 2023 and totaled $4.7 million.

On August 17, 2023, the Company's board of directors declared a non-recurring special dividend of $1.00 per share of common stock to share to stockholders of record at the close of business on September 12, 2023. The dividend was paid on September 26, 2023 and totaled $23.4 million.

On August 17, 2023, the Company's board of directors also declared a regular cash dividend of $0.20 per share of common share to stockholders of record at the close of business on October 10, 2023. The dividend was paid on October 24, 2023 and totaled $4.6 million.

Share Repurchase Program

In April 2018, the Company's board of directors approved a share repurchase program which authorized the Company to purchase up to 1,000,000 shares (as adjusted for the two-for-one split of A-Mark’s common stock in the form of a stock dividend in fiscal 2022) of its common stock. The share repurchase program was initially announced on May 8, 2018. In fiscal 2023, we repurchased a total of 335,735 shares under the program for $9.8 million. In the fourth quarter of fiscal 2023, the board revised the repurchase program to authorize the purchase of up to 1,000,000 shares of our common stock, in addition to the shares previously repurchased, and extended the expiration date from June 30, 2023 to June 30, 2028. Prior to fiscal 2023, no shares had been repurchased under our share repurchase program.

In the first quarter of fiscal 2024, we repurchased a total of 171,268 shares under the program for $5.0 million. As of September 30, 2023, we have repurchased a total of 507,003 shares for $14.8 million.

Under the share repurchase program, we may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market or privately negotiated transactions. Subject to applicable corporate securities laws, repurchases may be made at such times and prices and in amounts as management deems appropriate. We are not obligated to repurchase any shares under the program, and repurchases under the program may be discontinued if management determines that additional repurchases are not warranted.

2014 Stock Award and Incentive Plan

The Company's amended and restated 2014 Stock Award and Incentive Plan (the "2014 Plan") was approved most recently on October 27, 2022 by the Company's stockholders. As of September 30, 2023, 1,271,965 stock options, 86,803 restricted stock units, were outstanding, and 1,727,609 shares were available for issuance of new awards under the 2014 Plan.

Under the 2014 Plan, the Company may grant 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 the Company's stock. Awards under the 2014 Plan may be granted in the form of incentive or non-qualified stock options, stock appreciation rights ("SARs"), restricted stock, RSUs, dividend equivalent rights, other stock-based awards (which may include outright grants of shares) and cash incentive awards. The 2014 Plan also authorizes grants of awards with performance-based conditions and market-based conditions. The 2014 Plan is administered by the Compensation Committee of the board of directors, which, in its discretion, may select officers and other employees, directors (including non-employee directors) and consultants to the Company and its subsidiaries to receive grants of awards. The board of directors itself may perform any of the functions of the Compensation Committee under the 2014 Plan.

Under the 2014 Plan, the exercise price of options and base price of SARs, as set by the Compensation Committee, generally may not be less than the fair market value of the shares on the date of grant, and the maximum term of stock options and SARs is ten years. The 2014 Plan limits the number of share-denominated awards that may be granted to any one eligible person in any fiscal year to 500,000 shares plus the participant's unused annual limit at the close of the previous year. Also, in the case of non-employee directors, the 2014 Plan limits the maximum grant-date fair value at $300,000 of stock-denominated awards granted to a director in a given fiscal year, except for a non-employee Chairman of the Board whose grant-date fair value maximum is $600,000 per fiscal year. The 2014 Plan will terminate when no shares remain available for issuance and no awards remain outstanding; however, the authority to grant new awards will terminate on October 27, 2032.

Stock Options

The Company measures the compensation cost of stock options using the Black-Scholes option pricing model, which uses various inputs such as the market price per share of common stock and estimates that include the risk-free interest rate, volatility, expected life and dividend yield.

During the three months ended September 30, 2023 and 2022, the Company incurred $0.2 million and $0.3 million of compensation expense related to stock options, respectively. As of September 30, 2023, there was total remaining compensation expense of $0.6 million related to employee stock options, which will be recorded over a weighted average vesting period of approximately 0.8 years

The following table summarizes the stock option activity for the three months ended September 30, 2023 and 2022:


	Options			Weighted Average Exercise Price Per Share			Aggregate Intrinsic Value (in thousands)		Weighted Average Grant Date Fair Value Per Award
Fiscal 2023
Outstanding at June 30, 2022		1,779,460		$	7.84	(1)	$	43,433	$	3.51
Exercises		(135,334	)	$	3.50		$	3,311	$	2.27
Outstanding at September 30, 2022		1,644,126		$	7.12		$	34,972	$	3.61
Exercisable at September 30, 2022		1,099,303		$	6.24		$	24,345	$	3.03
Fiscal 2024
Outstanding at June 30, 2023		1,446,260		$	7.11		$	43,882	$	3.58
Exercises		(174,295	)	$	5.82		$	4,985	$	3.54
Outstanding at September 30, 2023		1,271,965		$	7.29		$	28,144	$	3.59
Exercisable at September 30, 2023		1,087,963		$	5.29		$	26,150	$	2.71

(1) On September 9, 2022 a required adjustment to the outstanding options was triggered as result of the non-recurring special divided that lowered the exercise strike price by $1.00.

The following table summarizes information about stock options outstanding and exercisable as of September 30, 2023:


Exercise Price Ranges				Options Outstanding						Options Exercisable
From		To		Number of Underlying Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number of Underlying Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$	—	$	5.00		585,362		5.91	$	2.00		585,362		5.91	$	2.00
$	5.01	$	7.50		44,600		2.63	$	6.37		44,600		2.63	$	6.37
$	7.51	$	12.50		416,668		2.57	$	8.85		416,668		2.57	$	8.85
$	12.51	$	30.00		215,335		7.43	$	17.33		41,333		7.25	$	15.07
$	30.01	$	50.00		10,000		9.35	$	39.69		—		—	$	—
					1,271,965		4.99	$	7.29		1,087,963		4.55	$	5.29

The following table summarizes the nonvested stock option activity for the three months ended September 30, 2023:


	Options			Weighted Average Grant Date Fair Value Per Award
Nonvested outstanding at June 30, 2023		270,669		$	8.14
Vested		(86,667	)	$	6.86
Nonvested outstanding at September 30, 2023		184,002		$	8.74

Restricted Stock Units

RSUs granted by the Company are not transferable and automatically convert to shares of common stock on a one-for-one basis as the awards vest or at a specified date after vesting. RSUs granted to a non-US citizen are referred to as "deferred stock units" or "DSUs". The Company measures the compensation cost of RSUs based on the closing price of the underlying shares at the grant date.

During the three months ended September 30, 2023 and 2022, the Company incurred $0.5 million and $0.2 million of compensation expense related to RSUs, respectively. As of September 30, 2023, there is $1.2 million remaining compensation expense related to RSUs, which will be recorded over a weighted average vesting period of approximately 2.0 years.

The following table summarizes RSU activity for the three months ended September 30, 2023 and 2022:


	Awards Outstanding			Weighted Average Fair Value per Unit at Grant Date
Fiscal 2023
Nonvested outstanding at June 30, 2022		56,093		$	32.58
Granted (as deemed reinvestment of cash dividend equivalents)		194		$	—	(1)
Vested & deferred (2)		(129	)	$	—	(1)
Nonvested outstanding at September 30, 2022		56,158		$	32.54
Vested but subject to deferred settlement at September 30, 2022 (2)		19,323		$	18.62
Outstanding at September 30, 2022		75,481		$	28.98
Fiscal 2024
Nonvested outstanding at June 30, 2023 (3)		63,587		$	32.37
Granted (as deemed reinvestment of cash dividend equivalents)		285		$	—	(1)
Vested & delivered		(6,439	)	$	31.06
Vested & deferred (2)		(205	)	$	—	(1)
Nonvested outstanding at September 30, 2023 (3)		57,228		$	32.48
Vested but subject to deferred settlement at September 30, 2023 (2)		29,575		$	24.33
Outstanding at September 30, 2023 (3)		86,803		$	29.70

(1) These shares were granted upon deemed reinvestment of dividend equivalents, in accordance with mandatory terms of the award agreement. The measured fair value of the original award fully valued the participant’s right to deemed reinvestment of dividend equivalents, and therefore this grant resulted in no incremental compensation expense, which is reflected in the table as zero fair value for the shares.

(2) Certain RSU holders elected to defer settlement of the RSUs to a specified date. The DSU holder is contractually obligated to defer settlement of the DSUs to a specified date following the holder’s termination of service.

(3) Includes 9,397 RSUs that vest based on continuous employment and achievement of non-market performance goals through June 30, 2024, 2025, and 2026.

Cash Incentive Bonus Award

Effective for the first quarter of fiscal 2024, a cash incentive bonus is payable at the end of the fiscal 2024-2027 employment term of our chief executive officer ("CEO") (subject to acceleration in the event of certain terminations of employment or a change in control) equal to two percent of the total stockholder return on the outstanding shares at June 30, 2023, including dividends paid during the employment term, minus the total salary and annual cash bonuses that were paid to our CEO for services during the employment term. This award is analogous to a cash-settled stock appreciation right with a base price that is at a premium over the market price of our shares at the grant date, such premium being measured by the direct cash compensation paid to the CEO during the four-year term. The award is generally equivalent to stock appreciation rights on 466,728 shares with a base price of $36.32, including dividend equivalents but subject to adjustment for the specified compensation offsets.

The fair value of this liability award is estimated with a valuation model that uses certain assumptions, such as expected volatility, risk-free interest rate, life of the award, and strike price. The Company also estimates the most probable aggregate total of the performance bonus to be paid over the performance period, including the aggregate dividends paid during the measurement period in determining the strike price of the award. The grant date fair value of this liability award was $5.7 million. The fair value of this liability award was $3.3 million as of September 30, 2023.

Compensation expense is recognized on a straight-line basis over the performance period, with the amount recognized fluctuating due to remeasurement of fair value at the end of each reporting period because the award is classified as a liability-award. During the three months ended September 30, 2023, the Company recognized $0.2 million of compensation expense related to this cash incentive bonus award.

Certain Anti-Takeover Provisions

The Company’s certificate of incorporation and by-laws contain certain anti-takeover provisions that could have the effect of making it more difficult for a third-party to acquire, or of discouraging a third-party from attempting to acquire, control of the Company without negotiating with its board of directors. Such provisions could limit the price that certain investors might be willing to pay in the future for the Company’s securities. Certain of such provisions allow the Company to issue preferred stock with rights senior to those of the common stock or impose various procedural and other requirements which could make it more difficult for stockholders to effect certain corporate actions.

18. CUSTOMER AND SUPPLIER CONCENTRATIONS

Customer Concentrations

The following customers provided 10 percent or more of the Company's revenues (in thousands):


	Three Months Ended September 30,
	2023					2022
	Amount		Percent			Amount		Percent
Total revenue	$	2,484,618		100.0	%	$	1,900,351		100.0	%
Customer concentrations
Morgan Stanley(1)	$	259,161		10.4	%	$	208,992		11.0	%
HSBC Bank (1)	$	599,048		24.1	%	$	134,524		7.1	%

(1) Sales with this trading partner include sales on forward contracts that are entered into for hedging purposes rather than sales characterized with the physical delivery of precious metal product. This sales activity has been reported within the Wholesale Sales and Ancillary Services segment.

The following customer provided 10 percent or more of the Company's accounts receivable balances (in thousands):


	September 30, 2023					June 30, 2023
	Amount		Percent			Amount		Percent
Total accounts receivable	$	34,315		100.0	%	$	35,243		100.0	%
Customer concentrations
U.S. Mint	$	11,087		32.3	%	$	—		—	%

The following customers accounted for 10 percent or more of the Company's secured loans receivable (in thousands):


	September 30, 2023					June 30, 2023
	Amount		Percent			Amount		Percent
Total secured loans	$	99,167		100.0	%	$	100,620		100.0	%
Customer concentrations
Customer A	$	11,500		11.6	%	$	11,500		11.4	%
Customer B	$	13,500		13.6	%	$	13,500		13.4	%

Supplier Concentrations

The Company buys precious metals from a variety of sources, including through brokers and dealers, from sovereign and private mints, from refiners and directly from customers. The Company believes that no one supplier or small group of suppliers is critical to its business, since other sources of supply are available that provide similar products on comparable terms.

19. SEGMENTS AND GEOGRAPHIC INFORMATION

The Company evaluates segment reporting in accordance with Segment Reporting Topic 280 of the ASC (“ASC 280”), each reporting period, including evaluating the organizational structure and the reporting package that is reviewed by the chief operating decision makers. The Company's operations are organized under three business segments (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending. The Wholesale Sales & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions and unallocated segment adjustments. See Note 1 for a description of the types of products and services from which each reportable segment derives its revenues.

Revenue


in thousands	Three Months Ended September 30,
	2023				2022
Revenue by segment (1)
Wholesale Sales & Ancillary Services	$	2,387,324			$	1,808,759
Eliminations of inter-segment sales		(228,252	)			(336,444	)
Wholesale Sales & Ancillary Services, net of eliminations (2)		2,159,072				1,472,315
Direct-to-Consumer		325,546		(a)		428,036		(b)
	$	2,484,618			$	1,900,351

(1)

The Secured Lending segment earns interest income from its lending activity and earns no revenue from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.

(2)

The eliminations of inter-segment sales are reflected in the Wholesale Sales & Ancillary Services segment.

(a)

Includes $1.6 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.

(b)

Includes $0.4 million of inter-segment sales from the Direct-to-Consumer segment to the Wholesale Sales & Ancillary Services segment.


in thousands	Three Months Ended September 30,
	2023		2022
Revenue by geographic region
United States	$	1,251,799	$	1,226,308
Europe		1,086,706		484,209
North America, excluding United States		136,366		186,164
Asia Pacific		8,504		2,446
Australia		1,243		1,224
	$	2,484,618	$	1,900,351

Gross Profit and Gross Margin Percentage


in thousands	Three Months Ended September 30,
	2023			2022
Gross profit by segment(1)
Wholesale Sales & Ancillary Services	$	26,082		$	36,025
Eliminations and adjustments		2,265			(1,519	)
Wholesale Sales & Ancillary Services, net of eliminations and adjustments		28,347			34,506
Direct-to-Consumer, net of eliminations		21,058			42,086
	$	49,405		$	76,592
Gross margin percentage by segment
Wholesale Sales & Ancillary Services		1.093	%		1.992	%
Wholesale Sales & Ancillary Services, net of eliminations and adjustments		1.313	%		2.344	%
Direct-to-Consumer		6.469	%		9.832	%
Consolidated gross margin percentage		1.988	%		4.030	%

(1)

The Secured Lending segment earns interest income from its lending activity and earns no gross profit from the sales of precious metals. Therefore, no amounts are shown for the Secured Lending segment in the above table.

Operating Income and (Expenses)


in thousands	Three Months Ended September 30,
	2023			2022
Operating income (expenses) by segment
Wholesale Sales & Ancillary Services	$	(11,537	)	$	(5,290	)
Eliminations		(45	)		(58	)
Wholesale Sales & Ancillary Services, net of eliminations	$	(11,582	)	$	(5,348	)

Wholesale Sales & Ancillary Services, net of eliminations
Selling, general and administrative expenses	$	(10,587	)	$	(7,378	)
Depreciation and amortization expense		(297	)		(218	)
Interest income		3,408			2,666
Interest expense		(6,763	)		(3,307	)
Earnings from equity method investments		2,715			2,675
Other income, net		36			—
Unrealized (losses) gains on foreign exchange		(94	)		214
	$	(11,582	)	$	(5,348	)
Direct-to-Consumer
Selling, general and administrative expenses	$	(10,866	)	$	(10,001	)
Depreciation and amortization expense		(2,407	)		(2,878	)
Interest expense		(1,102	)		(767	)
	$	(14,375	)	$	(13,646	)
Secured Lending
Selling, general and administrative expenses	$	(392	)	$	(405	)
Depreciation and amortization expense		(88	)		(88	)
Interest income		2,694			2,430
Interest expense		(1,958	)		(2,056	)
Earnings (losses) from equity method investments		(6	)		2
Other income, net		237			527
	$	487		$	410

Net Income Before Provision for Income Taxes


in thousands	Three Months Ended September 30,
	2023		2022
Net income before provision for income taxes by segment
Wholesale Sales & Ancillary Services	$	16,765	$	29,158
Direct-to-Consumer		6,683		28,440
Secured Lending		487		410
	$	23,935	$	58,008

Advertising Expense


in thousands	Three Months Ended September 30,
	2023			2022
Advertising expense by segment
Wholesale Sales & Ancillary Services	$	(611	)	$	(211	)
Direct-to-Consumer		(3,290	)		(3,265	)
Secured Lending		(52	)		(69	)
	$	(3,953	)	$	(3,545	)

Capital Expenditures for Property, Plant, and Equipment


in thousands	Three Months Ended September 30,
	2023		2022
Capital expenditures for property, plant, and equipment by segment
Wholesale Sales & Ancillary Services	$	1,516	$	239
Direct-to-Consumer		370		688
	$	1,886	$	927

Precious Metals Held Under Financing Arrangements


in thousands
	September 30, 2023		June 30, 2023
Precious metals held under financing arrangements by segment
Wholesale Sales & Ancillary Services	$	6,542	$	10,580
Secured Lending		12,737		14,950
	$	19,279	$	25,530

Inventories


in thousands
	September 30, 2023		June 30, 2023
Inventories by segment
Wholesale Sales & Ancillary Services	$	833,652	$	815,576
Direct-to-Consumer		104,595		109,226
Secured Lending		62,562		56,841
	$	1,000,809	$	981,643


in thousands
	September 30, 2023		June 30, 2023
Inventories by geographic region
United States	$	951,444	$	938,177
North America, excluding United States		25,073		20,787
Europe		14,836		18,454
Asia		8,804		4,139
Australia		652		86
	$	1,000,809	$	981,643

Total Assets


in thousands
	September 30, 2023			June 30, 2023
Total assets by segment
Wholesale Sales & Ancillary Services	$	1,140,545		$	1,110,615
Eliminations		(227,797	)		(214,009	)
Wholesale Sales & Ancillary Services, net of eliminations		912,748			896,606
Direct-to-Consumer		486,860			471,796
Secured Lending		179,629			177,169
	$	1,579,237		$	1,545,571


in thousands
	September 30, 2023		June 30, 2023
Total assets by geographic region
United States	$	1,526,418	$	1,500,555
North America, excluding United States		25,073		20,787
Europe		18,290		20,004
Asia		8,804		4,139
Australia		652		86
	$	1,579,237	$	1,545,571

Long-term Assets


in thousands
	September 30, 2023		June 30, 2023
Long-term assets by segment
Wholesale Sales & Ancillary Services	$	124,402	$	116,189
Direct-to-Consumer		157,732		159,918
Secured Lending		2,180		2,273
	$	284,314	$	278,380


in thousands
	September 30, 2023		June 30, 2023
Long-term assets by geographic region
United States	$	284,312	$	278,378
Europe		2		2
	$	284,314	$	278,380

Goodwill


in thousands
	September 30, 2023		June 30, 2023
Goodwill by segment
Wholesale Sales & Ancillary Services	$	8,881	$	8,881
Direct-to-Consumer(1)		92,062		92,062
	$	100,943	$	100,943

(1)

Direct-to-Consumer segment’s goodwill balance is net of $1.4 million accumulated impairment losses.

Intangible assets


in thousands
	September 30, 2023		June 30, 2023
Intangible assets by segment
Wholesale Sales & Ancillary Services	$	2,668	$	2,687
Direct-to-Consumer(1)		57,797		59,943
	$	60,465	$	62,630

(1)

Direct-to-Consumer segment’s intangible asset balance is net of $1.3 million accumulated impairment losses.

20. SUBSEQUENT EVENTS

Dividends

On October 24, 2023, the Company paid a regular cash dividend of $0.20 per share to stockholders of record as of October 10, 2023.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT PURSUANT TO THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Quarterly Report on Form 10-Q ("Form 10-Q") contains statements that are considered forward-looking statements. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this Quarterly Report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans, and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, estimates and beliefs, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this Quarterly Report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and assumptions. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events occurring after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this Form 10-Q.

In addition to the risks and uncertainties that may ordinarily influence our business, continued macroeconomic uncertainty and volatility in the financial markets generally contribute to an increase in the business conducted by the Company, but also pose certain risks and uncertainties for the Company. Although conditions may fluctuate from period to period, when volatility is high, we generally experience increased demand for our products. The Company does not know how long these market conditions will continue, the extent to which the effects that the Company has experienced in recent years from these conditions will persist, or whether other effects on the Company and its businesses will materialize in the short or long term.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes contained elsewhere in this Form 10-Q, and in the consolidated financial statements and notes contained in the Form 10-K for the fiscal year ended June 30, 2023. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed below and elsewhere in this Quarterly Report, particularly in “Risk Factors.”

INTRODUCTION

Management's discussion and analysis of financial condition and results of operations is provided as a supplement to the accompanying condensed consolidated financial statements and related notes to aid in the understanding of our results of operations and financial condition. Our discussion is organized as follows:

•

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 periods presented. Included in our analysis is a discussion of seven performance metrics:

(i) ounces of gold and silver sold,

(ii) Wholesale Sales ticket volume,

(iii) Direct-to-Consumer ticket volume:

•

(a) Direct-to-Consumer ticket volume from new customers,

•

(b) Direct-to-Consumer ticket volume from pre-existing customers,

•

(iv) Direct-to-Consumer and JMB average order value,

(v) number of Direct-to-Consumer customers:

•

(a) Direct-to-Consumer number of new customers,

•

(b) Direct-to-Consumer number of active customers,

•

(vi) inventory turnover ratio, and

(vii) number of secured loans at period-end.

•

Segment results of operations. This section provides an analysis of our results of operations presented for our three segments:

Wholesale Sales & Ancillary Services,

Direct-to-Consumer, and

Secured Lending

for the comparable periods.

•

Non-GAAP Measures. This section provides an analysis of our non-GAAP measures with a reconciliation to the most directly comparable U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) measure reported on the condensed consolidated financial statements. The Company uses the following two non-GAAP measures:

"adjusted net income before provision for income taxes", and

"earnings before interest, taxes, depreciation, and amortization", or "EBITDA".

•

Liquidity and financial condition. This section provides an analysis of our cash flows, as well as a discussion of our outstanding debt as of September 30, 2023, sources of liquidity and the amount of financial capacity available to fund our future commitments and other financing arrangements.

•

Critical accounting policies. This section discusses critical accounting policies that are considered both important to our financial condition and results of operations and require management to make significant judgment and estimates. All of our significant accounting policies, including the critical accounting policies, are also summarized in Note 2 to the Company’s condensed consolidated financial statements.

•

Recent accounting pronouncements. This section discusses new accounting pronouncements, dates of implementation, and their expected impact on our accompanying condensed consolidated financial statements.

EXECUTIVE OVERVIEW

Our Business

The Company conducts its operations in three reportable segments: (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending.

Wholesale Sales & Ancillary Services Segment

Through its wholly-owned subsidiary AMST, the Company designs and produces minted silver products. Our Silver Towne Mint operations allow us to provide greater product selection to our customers and greater pricing stability within the supply chain, as well as to gain increased access to silver products during volatile market environments, which have historically created higher demand for precious metals products.

Direct-to-Consumer

The Company operates its Direct-to-Consumer segment through its wholly-owned subsidiaries JM Bullion, Inc. (“JMB”) and Goldline, Inc. (“Goldline”). JMB currently has six wholly-owned subsidiaries: Buy Gold and Silver Corp. ("BGASC"), BX Corporation ("BullionMax"), Gold Price Group, Inc. (“GPG”), Silver.com, Inc. (“Silver.com”), Provident Metals Corp. (“PMC”), and CyberMetals Corp. ("CyberMetals"). Goldline, Inc. owns 100% of AMIP, LLC ("AMIP"), and has a 50% ownership interest in Precious Metals Purchasing Partners, LLC ("PMPP"). As the context requires, references to JMB may include BGASC, BullionMax, GPG, Silver.com, PMC, and CyberMetals, and references to Goldline may include AMIP and PMPP.

JMB is a leading e-commerce retailer providing access to a broad array of gold, silver, copper, platinum, and palladium products through its websites. JMB currently operates eight separately branded, company-owned websites targeting specific niches within the precious metals retail market, including JMBullion.com, ProvidentMetals.com, Silver.com, BGASC.com, CyberMetals.com, BullionMax.com, GoldPrice.org, and SilverPrice.org.

PMPP was formed in fiscal 2019 pursuant to terms of a joint venture agreement, for the purpose of purchasing precious metals from the partners' retail customers, and then reselling the acquired products back to affiliates of the partners. PMPP commenced operations in fiscal 2020.

Secured Lending

The Company operates its Secured Lending segment through its wholly-owned subsidiary Collateral Finance Corporation, LLC ("CFC"). CFC has two wholly-owned subsidiaries: AM Capital Funding, LLC (“AMCF”), and CFC Alternative Investments (“CAI”).

CFC is a California licensed finance lender that originates and acquires commercial loans secured primarily by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors. As of September 30, 2023, CFC and AMCF had, in the aggregate, approximately $99.2 million in secured loans outstanding, of which approximately 27.9% were acquired from third parties (some of which may be customers of A-Mark) and approximately 72.1% were originated by CFC.

AMCF was formed for the purpose of securitizing eligible secured loans of CFC. AMCF issued and administers Secured Senior Term Notes: Series 2018-1, Class A, with an aggregate principal amount of $72.0 million and Secured Subordinated Term Notes, Series 2018-1, Class B in the aggregate principal amount of $28.0 million (collectively referred to as the "AMCF Notes"). The Class A Notes bear interest at a rate of 4.98%, and the Class B Notes bear interest at a rate of 5.98%. The AMCF Notes have a maturity date of December 15, 2023 and are expected to be repaid at that time. See Note 15 to the Company’s condensed consolidated financial statements for additional information.

CAI is a holding company that has an equity method interest in Collectible Card Partners, LLC (“CCP”). CCP provides capital to fund commercial loans secured by graded sports cards and sports memorabilia. CCP commenced operations in fiscal 2022.

Our Strategy

The Company was formed in 1965 and has grown into a significant participant in the bullion and coin markets, with $9.3 billion in revenues for fiscal year 2023. We have remained active in seeking investment opportunities to strategically enhance our business, and also continue to focus on growth in the volume of our business, our geographic presence, and the scope of complementary products, services, and technological tools that we offer to our customers. In doing so, we seek to leverage off the strengths of our existing integrated operations, which span trading, distribution, logistics, minting, storage, hedging, financing, and consignment products and services, including:

•

our expertise in e-commerce and marketing;

•

the depth of our customer relationships and our ability to acquire and retain new customers;

•

our long-standing relationships with the United States Mint and other sovereign and private mints;

•

our access to market makers and suppliers;

•

our global trading systems;

•

our network of precious metals dealers;

•

our depository relationships around the world;

•

our design and production of minted silver products;

•

our ability to obtain more favorable pricing and financing terms due to our size;

•

our ability to manage exposure to commodity price risk through our experienced traders;

•

our distribution, storage and logistics capabilities;

•

our knowledge of secured lending; and

•

the quality and experience of our management team.

Our Customers

Our customers include financial institutions, bullion retailers, industrial manufacturers and fabricators, sovereign mints, refiners, coin and metal dealers, investors, collectors, and e-commerce and other retail customers. The Company makes a two-way market in its wholesale operations, which results in many customers also operating as our suppliers in that segment. This diverse base of wholesale customers purchases a variety of products from the Company in a multitude of grades, primarily in the form of coins and bars. Our Direct-to-Consumer segment sells to (and, through JMB and PMPP, buys from) retail customers, with JMB focusing on e-commerce operations and Goldline marketing through various traditional and e-commerce channels to the investor community. The Direct-to-Consumer segment offers these customers a variety of gold, silver, copper, platinum, and palladium products.

Factors Affecting Revenues, Gross Profit, Interest Income, and Interest Expense

Set forth below are the key factors affecting the Company’s revenues, gross profit, interest income, and interest expense. These factors can result from both the Company’s ongoing business activities as well as from Company acquisitions.

Revenues. The Company enters into transactions to sell and deliver gold, silver, platinum, and palladium to industrial and commercial users, coin and bullion dealers, mints, and financial institutions. The metals are investment or industrial grade and are sold in a variety of shapes and sizes.

The Company also sells and delivers gold, silver, platinum, palladium, and copper products directly to customers and the investor community through its Direct-to Consumer segment. Customers may place orders online at one of the Company's websites or over the phone.

The Company sells precious metals on forward contracts at a fixed price based on current prevailing precious metal spot prices with a certain delivery date in the future (up to six months from inception date of the forward contract). The Company also uses other derivative products (primarily futures contracts) or combinations thereof to hedge commodity risks. We enter into these forward and future contracts as part of our hedging strategy to mitigate our price risk of holding inventory; they are not entered into for speculative purposes.

Forward sales contracts by their nature are required to be included in revenues, unlike futures contracts which do not impact the Company’s revenue. The decision to use a forward contract versus another derivative type of product (e.g., a futures contract) for hedging purposes is based on the economics of the transaction. Since the volume of hedging can be significant, the movement in and out of forwards can substantially impact revenues, either positively or negatively, from period to period. For this reason, the Company believes ounces sold (excluding ounces sold on forward sales contracts) is a meaningful metric to assess our top line performance.

In addition, the Company earns revenue by providing storage solutions for precious metals and numismatic coins for financial institutions, dealers, investors, and collectors worldwide and by providing storage and order-fulfillment services to our retail customers. The Company also earns revenue from advertisements placed on our Direct-to-Consumer websites. These revenue streams represent less than 1% of the Company’s consolidated revenues.

The Company operates in a high volume/low margin industry. Revenues are impacted by three primary factors: product volume, market prices, and market volatility. A material change in any one or more of these factors may result in a significant change in the Company’s revenues. A significant increase or decrease in revenues can occur simply based on changes in the underlying commodity prices and may not be reflective of an increase or decrease in the volume of products sold.

Gross Profit. Gross profit is the difference between our revenues and the cost of our products sold. Since we quote prices based on the current commodity market prices for precious metals, we enter into a combination of forward and futures contracts to effect a hedge position equal to the underlying precious metal commodity value, which substantially represents inventory subject to price risk. We enter into these derivative transactions solely for the purpose of hedging our inventory, and not for speculative purposes. Our gross profit includes the gains and losses resulting from these derivative instruments. However, the gains and losses on the derivative instruments are substantially offset by the gains and losses on the corresponding changes in the market value of our precious metals inventory. As a result, our results of operations generally are not materially impacted by changes in commodity prices.

Volatility also affects our gross profit. Greater volatility typically causes the premium spreads to widen resulting in an increase in the gross profit. Product supply constraints during extended periods of higher volatility have historically resulted in a heightening of wider premium spreads resulting in further improvement in the gross profit.

Interest Income. The Company enters into secured loans and secured financing structures with its customers under which it charges interest. CFC originates loans and acquires loan portfolios that are secured by precious metal bullion and numismatic material owned by the borrowers and held by the Company for the term of the loan. Additionally, AMCF acquires certain loans from CFC that are secured by precious metal bullion to meet the collateral requirements of the AMCF Notes. Also, the Company offers a number of secured financing options to its customers to finance their precious metals purchases including consignments and other structured inventory finance products whereby the Company earns a fee based on the underlying value of the precious metal ("repurchase arrangements with customers").

Interest Expense. The Company incurs interest expense associated with its lines of credit, notes payable, product financing agreements for the transfer and subsequent re-acquisition of gold, silver, and platinum at a fixed price with a third-party finance company ("product financing arrangements"), and short-term precious metal borrowing arrangements with our suppliers ("liabilities on borrowed metals").

Performance Metrics

In addition to financial statement indicators, management also utilizes key operational metrics to assess the performance of our business.

Gold and Silver Ounces Sold and Delivered to Customers. A key performance metric we utilize is the number of ounces of gold and silver sold and delivered to our customers (excluding ounces recorded on forward contracts). These metrics reflect our business volume without regard to changes in commodity pricing, which also impacts revenue, but can mask actual business trends.

The primary purpose of entering into forward sales transactions is to hedge commodity price risk. Although the revenues realized from these forward sales transactions are often significant, they generally have negligible impact on gross margins. As a result, the Company excludes the ounces recorded on forward contracts from its performance metrics as the Company does not enter into forward sales transactions for speculative purposes.

Wholesale Sales Ticket Volume. Another measure of our business that is unaffected by changes in commodity pricing is ticket volume (or number of orders processed). Ticket volume for the Wholesale Sales & Ancillary Services segment measures the total number of wholesale orders processed during the period. In periods of higher volatility, there is generally increased trading in the commodity markets, causing increased demand for our products, resulting in higher business volume. During periods of heightened demand, order size per ticket may increase.

Direct-to-Consumer Customers. We are focused on attracting new customers and retaining existing customers to drive revenue growth. We use the following three metrics as revenue growth indicators when assessing our customer base:

•

New Direct-to-Consumer Customers means the number of customers that have registered or setup a new account or made a purchase for the first time during the period.

•

Active Direct-to-Consumer Customers means the number of customers that have made a purchase during any month during the period.

•

Total Direct-to-Consumer Customers means the aggregate number of customers that have registered or set up an account or have made a purchase in the past.

Direct-to-Consumer Ticket Volume. Ticket volume for the Direct-to-Consumer segment measures the number of product orders processed during the period. In periods of higher volatility, there is generally increased consumer demand for our products, resulting in higher business volume. We use the following three metrics indicators when assessing our ticket volume:

•

Ticket Volume from New Direct-to-Consumer Customers means the number of product orders from new customers (refer to the definition of new customers above) processed by JMB, Goldline, and PMPP during the period.

•

Ticket Volume from Pre-existing Direct-to-Consumer Customers means the number of product orders from pre-existing customers, processed by JMB, Goldline, and PMPP during the period.

•

Total Ticket Volume from Direct-to-Consumer Customers means the aggregate number of product orders processed by JMB, Goldline, and PMPP during the period.

Average Order Value. Average order value for the Direct-to-Consumer segment and JMB measures the average dollar value of product orders (excluding accumulation program orders) delivered to the customer during the period.

Inventory Turnover. Inventory turnover is another performance measure on which we are focused and is calculated as the cost of sales divided by the average inventory during the relevant period. Inventory turnover is a measure of how quickly inventory has moved during the period. A higher inventory turnover ratio, which we typically experience during periods of higher volatility when trading is more robust, typically reflects a more efficient use of our capital.

The period of time that inventory is held by the Company varies depending upon the nature of our inventory commitments with customers and suppliers. See Note 6 to the Company’s condensed consolidated financial statements for a description of our classifications of inventory by type. When management analyzes inventory turnover on a period over period basis, consideration is given to each inventory type and its corresponding impact on the inventory turnover calculation. For example:

•

The Company enters into various structured borrowing arrangements that commit the Company's inventory (such as product financing arrangements or liabilities on borrowed metals) for an unspecified period of time. While the Company is able to obtain access to this inventory on demand, this type of inventory tends not to turn over as quickly as other types of inventory.

•

The Company enters into repurchase arrangements with customers under which it holds precious metals which are subject to repurchase for an unspecified period of time. While the Company has legal title to this inventory, the Company is required to hold this inventory (or like-kind inventory) for the customer until the arrangement is terminated or the material is repurchased by the customer. As a result, this type of inventory tends not to turn over as quickly as other types of inventory.

Additionally, our inventory turnover ratio can be affected by hedging activity, as the period over period change of the inventory turnover ratio may be significantly impacted by a period over period change in hedging volume. For example, if trading activity were to remain constant over two periods, but there were significantly higher forward sales in the current period compared to a prior period, the calculated inventory turnover ratio would increase notwithstanding the constancy of the trading volume.

Number of Secured Loans. Finally, as a measure of the size of our Secured Lending segment, we utilize the number of outstanding secured loans to customers that are primarily collateralized by precious metals at the end of each quarter.

The Company calculates a loan-to-value ("LTV") ratio for each loan as the principal amount of the loan divided by the liquidation value of the collateral, which is based on daily spot market prices of precious metal bullion. When the market price of the pledged collateral decreases and thereby increases the LTV ratio of a loan above a prescribed maximum ratio, usually 85%, the Company has the option to make a margin call on the loan. As a result, a decline of precious metal market prices may cause a decrease in the number of loans outstanding in a period.

Non-GAAP Measures

In addition to key operational metrics that are used to assess the performance of our business, management also uses non-GAAP financial performance and liquidity measures. We believe "adjusted net income before provision for income taxes” and "EBITDA" can provide useful information to evaluate our financial performance and liquidity position. Non-GAAP measures do not have standardized definitions and should not be a substitute for measures that are prepared in accordance with U.S. GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable U.S. GAAP measure reported in our condensed consolidated statements of income and condensed consolidated statements of cash flows and a discussion of certain limitations inherent in such measures, refer to the “Non-GAAP Measures” section below.

Fiscal Year

Our fiscal year end is June 30 each year.

Macroeconomic Volatility

Continued macroeconomic uncertainty and the volatility in the financial markets in recent years have positively affected the Company’s trading revenues and gross profit as the volatility of the price of precious metals and numismatics typically results in a material increase in the spread between bid and ask prices on these products. Although conditions may fluctuate from period to period, when volatility is high, we generally experience increased demand for products in each of our coin and bar, industrial, and retail businesses. We attribute this to certain customers seeking to assure a supply of precious metals necessary for the operation of their businesses, and other customers, particularly in Goldline and our JMB retail units, seeking the safety of investments in precious metals. In response to the heightened demand, in certain cases prices for the products we sell have also risen. We are uncertain of the duration of these conditions.

RESULTS OF OPERATIONS

Overview of Results of Operations for the Three Months Ended September 30, 2023 and 2022

Consolidated Results of Operations

The operating results of our business were as follows (in thousands, except per share and performance metrics data):



Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$			%
Revenues	$	2,484,618			100.000	%	$	1,900,351			100.000	%	$	584,267			30.7	%
Gross profit		49,405			1.988	%		76,592			4.030	%	$	(27,187	)		(35.5	%)
Selling, general, and administrative expenses		(21,845	)		(0.879	%)		(17,784	)		(0.936	%)	$	4,061			22.8	%
Depreciation and amortization expense		(2,792	)		(0.112	%)		(3,184	)		(0.168	%)	$	(392	)		(12.3	%)
Interest income		6,102			0.246	%		5,096			0.268	%	$	1,006			19.7	%
Interest expense		(9,823	)		(0.395	%)		(6,130	)		(0.323	%)	$	3,693			60.2	%
Earnings from equity method investments		2,709			0.109	%		2,677			0.141	%	$	32			1.2	%
Other income, net		273			0.011	%		527			0.028	%	$	(254	)		(48.2	%)
Unrealized (losses) gains on foreign exchange		(94	)		(0.004	%)		214			0.011	%	$	(308	)		(143.9	%)
Net income before provision for income taxes		23,935			0.963	%		58,008			3.052	%	$	(34,073	)		(58.7	%)
Income tax expense		(4,952	)		(0.199	%)		(12,771	)		(0.672	%)	$	(7,819	)		(61.2	%)
Net income		18,983			0.764	%		45,237			2.380	%	$	(26,254	)		(58.0	%)
Net income attributable to noncontrolling interest		156			0.006	%		112			0.006	%	$	44			39.3	%
Net income attributable to the Company	$	18,827			0.758	%	$	45,125			2.375	%	$	(26,298	)		(58.3	%)

Basic and diluted net income per share attributable to A-Mark Precious Metals, Inc.:

Per Share Data:
Basic	$	0.81					$	1.93					$	(1.12	)		(58.0	%)
Diluted	$	0.77					$	1.83					$	(1.06	)		(57.9	%)

Performance Metrics:(1)
Gold ounces sold(2)		495,000						629,000						(134,000	)		(21.3	%)
Silver ounces sold(3)		30,378,000						35,917,000						(5,539,000	)		(15.4	%)
Inventory turnover ratio(4)		2.5						2.7						(0.2	)		(7.4	%)
Number of secured loans at period end(5)		803						1,082						(279	)		(25.8	%)

(1)

See "Results of Segments" for a description of additional metrics not listed above.

(2)

Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts.

(3)

Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts.

(4)

Inventory turnover ratio is the cost of sales divided by average inventory for the period presented above. This calculation excludes precious metals held under financing arrangements, which are not classified as inventory on the condensed consolidated balance sheets.

(5)

Number of outstanding secured loans to customers that are primarily collateralized by precious metals at the end of the period.

Revenues


in thousands, except performance metrics
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$			%
Revenues	$	2,484,618		100.000	%	$	1,900,351		100.000	%	$	584,267			30.7	%
Performance Metrics
Gold ounces sold		495,000					629,000					(134,000	)		(21.3	%)
Silver ounces sold		30,378,000					35,917,000					(5,539,000	)		(15.4	%)

Revenues for the three months ended September 30, 2023 increased $584.3 million, or 30.7%, to $2.485 billion from $1.900 billion in 2022. Excluding an increase of $660.1 million of forward sales, our revenues decreased $75.8 million or 5.0%, which was due to a decrease in gold and silver ounces sold, partially offset by higher average selling prices of gold and silver.

Gold ounces sold for the three months ended September 30, 2023 decreased 134,000 ounces, or 21.3%, to 495,000 ounces from 629,000 ounces in 2022. Silver ounces sold for the three months ended September 30, 2023 decreased 5,539,000 ounces, or 15.4%, to 30,378,000 ounces from 35,917,000 ounces in 2022. On average, the selling prices for gold increased by 10.2% and selling prices for silver increased by 14.7% during the three months ended September 30, 2023 as compared to the prior year.

JMB's revenue represented 11.8% and 20.5% of the Company's consolidated revenue for the three months ended September 30, 2023 and 2022, respectively.

Gross Profit


in thousands, except performance metric
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$			%
Gross profit	$	49,405		1.988	%	$	76,592		4.030	%	$	(27,187	)		(35.5	%)
Performance Metric
Inventory turnover ratio		2.5					2.7					(0.2	)		(7.4	%)

Gross profit for the three months ended September 30, 2023 decreased $27.2 million, or 35.5%, to $49.4 million from $76.6 million in 2022. The overall gross profit decrease was due to lower gross profits earned from both the Wholesale Sales & Ancillary Services and Direct-to-Consumer segments.

The Company’s overall gross margin percentage for the three months ended September 30, 2023 decreased by 204.2 basis points to 1.988% from 4.030% in 2022. Excluding an increase of $660.1 million of forward sales that had a negligible impact to the amount of gross profit, our gross margin percentage for the three months ended September 30, 2023 decreased by 160.9 basis points to 3.398% from 5.007%, which was primarily due to lower premium spreads, partially offset by higher trading profits. JMB’s retail market activity represented 35.6% and 47.9%, respectively, of the Company’s consolidated gross profit for the three months ended September 30, 2023 and 2022.

Our inventory turnover ratio for the three months ended September 30, 2023 decreased by 7.4%, to 2.5 from 2.7 in 2022. The decrease in our inventory turnover ratio was primarily due to higher average inventory balances held under product financing arrangements, partially offset by higher forward sales.

Selling, General and Administrative Expense


in thousands
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$		%
Selling, general, and administrative expenses	$	(21,845	)		(0.879	%)	$	(17,784	)		(0.936	%)	$	4,061		22.8	%

Selling, general and administrative expenses for the three months ended September 30, 2023 increased $4.1 million, or 22.8%, to $21.8 million from $17.8 million in 2022. The change was primarily due to: (i) an increase in consulting and professional fees of $2.0 million, (ii) an increase in compensation expense (including performance-based accruals) of $1.2 million, (iii) higher advertising costs of $0.4 million, (iv) an increase in insurance costs of $0.3 million, and (v) an increase in information technology costs of $0.2 million.

Depreciation and Amortization Expense


in thousands
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$			%
Depreciation and amortization expense	$	(2,792	)		(0.112	%)	$	(3,184	)		(0.168	%)	$	(392	)		(12.3	%)

Depreciation and amortization expense for the three months ended September 30, 2023 decreased $0.4 million, or 12.3%, to $2.8 million from $3.2 million in 2022 primarily due to a $0.5 million decrease in JMB’s intangible asset amortization expense.

Interest Income


in thousands, except performance metric
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$			%
Interest income	$	6,102		0.246	%	$	5,096		0.268	%	$	1,006			19.7	%
Performance Metric
Number of secured loans at period-end		803					1,082					(279	)		(25.8	%)

Interest income for the three months ended September 30, 2023 increased $1.0 million, or 19.7%, to $6.1 million from $5.1 million in 2022. The aggregate increase in interest income was primarily due to an increase in other finance product income of $0.7 million and an increase in interest income earned by our Secured Lending segment of $0.3 million.

The interest income from our Secured Lending segment increased by $0.3 million, or 10.9%, compared with the prior year period. The increase in interest income earned from the segment’s secured loan portfolio was primarily due to an increase in interest rates as compared to the prior year, partially offset by a lower average loan portfolio. The number of secured loans outstanding decreased by 25.8% to 803 as of September 30, 2023, from 1,082 as of September 30, 2022.

Interest Expense


in thousands
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$		%
Interest expense	$	(9,823	)		(0.395	%)	$	(6,130	)		(0.323	%)	$	3,693		60.2	%

Interest expense for the three months ended September 30, 2023 increased $3.7 million, or 60.2%, to $9.8 million from $6.1 million in 2022. The increase in interest expense was primarily due to an increase of $3.2 million associated with our Trading Credit Facility (due to an increase in interest rates as well as increased borrowings) and the AMCF Notes (including amortization of debt issuance costs), as well as an increase of $0.5 million related to product financing arrangements.

Earnings from Equity Method Investments


in thousands
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$		%
Earnings from equity method investments	$	2,709		0.109	%	$	2,677		0.141	%	$	32		1.2	%

Earnings from equity method investments for the three months ended September 30, 2023 increased $0.0 million, or 1.2%, to $2.7 million from $2.7 million in 2022. The change in earnings from equity method investments was not significant.

Other Income, Net


in thousands
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$			%
Other income, net	$	273		0.011	%	$	527		0.028	%	$	(254	)		(48.2	%)

Other income, net for the three months ended September 30, 2023 decreased $0.3 million, or 48.2%, to $0.3 million from $0.5 million in 2022. The change in other income, net was not significant.

Income Tax Expense


in thousands
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$			%
Income tax expense	$	(4,952	)		(0.199	%)	$	(12,771	)		(0.672	%)	$	(7,819	)		(61.2	%)

Our income tax expense was $5.0 million and $12.8 million for the three months ended September 30, 2023 and 2022, respectively. Our effective tax rate was approximately 20.7% and 22.0% for the three months ended September 30, 2023 and 2022, respectively. For the three months ended September 30, 2023 and 2022, our effective tax rate differs from the federal statutory rate primarily due to the excess tax benefit from share-based compensation and foreign derived intangible income special deduction, partially offset by Section 162(m) executive compensation disallowance, state taxes (net of federal tax benefit), and other normal course non-deductible expenditures.

SEGMENT RESULTS OF OPERATIONS

The Company conducts its operations in three reportable segments: (i) Wholesale Sales & Ancillary Services, (ii) Direct-to-Consumer, and (iii) Secured Lending.

Results of Operations — Wholesale Sales & Ancillary Services Segment

The Company operates its Wholesale Sales & Ancillary Services segment directly and through its wholly-owned subsidiaries, A-Mark Trading AG (“AMTAG”), Transcontinental Depository Services ("TDS"), A-M Global Logistics, LLC ("Logistics"), and AM&ST Associates, LLC ("AMST" or "Silver Towne" or the "Mint"). Also, the Wholesale Sales & Ancillary Services segment includes the consolidating eliminations of inter-segment transactions and unallocated segment adjustments.

Overview of Results of Operations for the Three Months Ended September 30, 2023 and 2022

— Wholesale Sales & Ancillary Services Segment

The operating results of our Wholesale Sales & Ancillary Services segment were as follows (in thousands, except performance metrics data):


Three Months Ended September 30,	2023								2022								Change
	$				% of revenue				$				% of revenue				$			%
Revenues	$	2,159,072		(a)		100.000	%		$	1,472,315		(b)		100.000	%		$	686,757			46.6	%
Gross profit		28,347				1.313	%	(c)		34,506				2.344	%	(d)	$	(6,159	)		(17.8	%)
Selling, general, and administrative expenses		(10,587	)			(0.490	%)			(7,378	)			(0.501	%)		$	3,209			43.5	%
Depreciation and amortization expense		(297	)			(0.014	%)			(218	)			(0.015	%)		$	79			36.2	%
Interest income		3,408				0.158	%			2,666				0.181	%		$	742			27.8	%
Interest expense		(6,763	)			(0.313	%)			(3,307	)			(0.225	%)		$	3,456			104.5	%
Earnings from equity method investments		2,715				0.126	%			2,675				0.182	%		$	40			1.5	%
Other income, net		36				0.002	%			—				—	%		$	36			—	%
Unrealized (losses) gains on foreign exchange		(94	)			(0.004	%)			214				0.015	%		$	(308	)		(143.9	%)
Net income before provision for income taxes	$	16,765				0.776	%		$	29,158				1.980	%		$	(12,393	)		(42.5	%)

Performance Metrics:
Gold ounces sold(1)		378,000								476,000								(98,000	)		(20.6	%)
Silver ounces sold(2)		27,357,000								29,517,000								(2,160,000	)		(7.3	%)
Wholesale Sales ticket volume(3)		22,044								26,164								(4,120	)		(15.7	%)

(a)

Revenues are presented net of inter-segment transactions with the Direct-to-Consumer segment that totaled $228.3 million. This segment’s gross sales before eliminations of inter-segment activity totaled $2.387 billion.

(b)

Revenues are presented net of inter-segment transactions with the Direct-to-Consumer segment that totaled $336.4 million. This segment’s gross sales before eliminations of inter-segment activity totaled $1.809 billion.

(c)

Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 1.093% for the period.

(d)

Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 1.992% for the period.

(1)

Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts.

(2)

Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts.

(3)

Wholesales Sales ticket volume represents the total number of product orders processed.

Revenues — Wholesale Sales & Ancillary Services


in thousands, except performance metrics
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$			%
Revenues	$	2,159,072	(a)		100.000	%	$	1,472,315	(b)		100.000	%	$	686,757			46.6	%
Performance Metrics
Gold ounces sold		378,000						476,000						(98,000	)		(20.6	%)
Silver ounces sold		27,357,000						29,517,000						(2,160,000	)		(7.3	%)
Wholesale Sales ticket volume		22,044						26,164						(4,120	)		(15.7	%)

(a)

(b)

Revenues for the three months ended September 30, 2023 increased $686.8 million, or 46.6%, to $2.159 billion from $1.472 billion in 2022. Excluding an increase in forward sales of $660.1 million, our revenues increased $26.7 million, which was due to higher average selling prices of gold and silver, partially offset by a decrease in gold and silver ounces sold.

Gold ounces sold for the three months ended September 30, 2023 decreased 98,000 ounces, or 20.6%, to 378,000 ounces from 476,000 ounces in 2022. Silver ounces sold for the three months ended September 30, 2023 decreased 2,160,000 ounces, or 7.3%, to 27,357,000 ounces from 29,517,000 ounces in 2022. On average, the selling prices for gold increased by 11.1% and selling prices for silver increased by 15.3% during the three months ended September 30, 2023 as compared to the prior year.

The Wholesale Sales ticket volume for the three months ended September 30, 2023 decreased by 4,120 tickets, or 15.7% to 22,044 tickets from 26,164 tickets in 2022.

Gross Profit — Wholesale Sales & Ancillary Services


in thousands
Three Months Ended September 30,	2023						2022						Change
	$		% of revenue				$		% of revenue				$			%
Gross profit	$	28,347		1.313	%	(c)	$	34,506		2.344	%	(d)	$	(6,159	)		(17.8	%)

(c)

Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 1.093% for the period.

(d)

Gross profit percentage before elimination of inter-segment sales to the Direct-to-Consumer segment was 1.992% for the period.

Gross profit for the three months ended September 30, 2023 decreased $6.2 million, or 17.8%, to $28.3 million from $34.5 million in 2022. The gross profit decrease was primarily due to lower premium spreads, partially offset by higher trading profit.

This segment’s profit margin percentage decreased by 103.1 basis points to 1.313% from 2.344% in 2022. The decrease in gross margin percentage was mainly attributable to the impact of increased forward sales and lower premium spreads, partially offset by higher trading profits.

Excluding an increase of $660.1 million of forward sales that had a negligible impact to the amount of gross profit, this segment's gross margin percentage for the three months ended September 30, 2023 decreased by 62.0 basis points to 2.512% from 3.132% in the prior year. Forward sales increase revenues but are associated with negligible gross profit. The Company enters into forward contracts to hedge its precious metals price risk exposure and not for speculative purposes.

Selling, General and Administrative Expenses — Wholesale Sales & Ancillary Services


in thousands
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$		%
Selling, general, and administrative expenses	$	(10,587	)		(0.490	%)	$	(7,378	)		(0.501	%)	$	3,209		43.5	%

Selling, general and administrative expenses for the three months ended September 30, 2023 increased $3.2 million, or 43.5%, to $10.6 million from $7.4 million in 2022. The change was primarily due to: (i) an increase in consulting and professional fees of $1.8 million and (ii) an increase in compensation expense (including performance-based accruals) of $0.6 million, (iii) an increase in advertising costs of $0.4 million, (iv) an increase in insurance costs of $0.3 million, and (v) an increase in information technology costs of $0.2 million.

Interest Income — Wholesale Sales & Ancillary Services


in thousands
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$		%
Interest income	$	3,408		0.158	%	$	2,666		0.181	%	$	742		27.8	%

Interest income for the three months ended September 30, 2023 increased $0.7 million, or 27.8%, to $3.4 million from $2.7 million in 2022. The overall increase was primarily due to an increase in interest earned from repurchase arrangements with customers of $0.6 million.

Interest Expense — Wholesale Sales & Ancillary Services


in thousands
Three Months Ended September 30,	2023						2022						Change
	$			% of revenue			$			% of revenue			$		%
Interest expense	$	(6,763	)		(0.313	%)	$	(3,307	)		(0.225	%)	$	3,456		104.5	%

Interest expense for the three months ended September 30, 2023 increased $3.5 million, or 104.5%, to $6.8 million from $3.3 million in 2022. The overall increase was primarily due to an increase of $3.1 million in connection with our Trading Credit Facility (due to an increase in interest rates as well as increased borrowings) and the AMCF Notes (including amortization of debt issuance costs) as well as higher interest and fees from product financing arrangements of $0.5 million.

Earnings from Equity Method Investments— Wholesale Sales & Ancillary Services

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022


in thousands
Three Months Ended September 30,	2023					2022					Change
	$		% of revenue			$		% of revenue			$		%
Earnings from equity method investments	$	2,715		0.126	%	$	2,675		0.182	%	$	40		1.5	%

Earnings from equity method investments for the three months ended September 30, 2023 increased $0.0 million, or 1.5%, to $2.7 million from $2.7 million in 2022. The change in earnings from equity method investments was not significant.

Results of Operations — Direct-to-Consumer Segment

The Company operates its Direct-to-Consumer segment through our wholly-owned subsidiaries: JM Bullion, Inc. (“JMB”), Goldline, Inc. (“Goldline”), and through our 50%-owned subsidiary Precious Metals Purchasing Partners, LLC ("PMPP").

Overview of Results of Operations for the Three Months Ended September 30, 2023 and 2022

— Direct-to-Consumer Segment

The operating results of our Direct-to-Consumer ("DTC") segment were as follows (in thousands, except performance metrics data):


Three Months Ended September 30,	2023								2022								Change
	$				% of revenue				$				% of revenue				$			%
Revenues	$	325,546		(a)		100.000	%		$	428,036		(b)		100.000	%		$	(102,490	)		(23.9	%)
Gross profit		21,058				6.469	%	(c)		42,086				9.832	%	(d)	$	(21,028	)		(50.0	%)
Selling, general and administrative expenses		(10,866	)			(3.338	%)			(10,001	)			(2.336	%)		$	865			8.6	%
Depreciation and amortization expense		(2,407	)			(0.739	%)			(2,878	)			(0.672	%)		$	(471	)		(16.4	%)
Interest expense		(1,102	)			(0.339	%)			(767	)			(0.179	%)		$	335			43.7	%
Net income before provision for income taxes	$	6,683				2.053	%		$	28,440				6.644	%		$	(21,757	)		(76.5	%)

Performance Metrics:

Form: 10-Q

Documents