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 March 31, 2020
OR
☐ |
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 under Section 12(b) of the Exchange Act:
Title of each class |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value |
|
NASDAQ Global Select Market |
Securities registered under Section 12 (g) of the Exchange Act: None
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes. ☑ 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 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 May 4, 2020, the registrant had 7,031,450 shares of common stock outstanding, par value $0.01 per share.
A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
For the Nine Months Ended March 31, 2020
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Page |
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Item 1. |
2 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
46 |
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Item 3. |
82 |
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Item 4. |
82 |
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Item 1. |
83 |
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Item 1A. |
83 |
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Item 2. |
93 |
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Item 3. |
93 |
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Item 4. |
93 |
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Item 5. |
93 |
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Item 6. |
94 |
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95 |
PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to the Condensed Consolidated Financial Statements and Notes thereof |
|
|
Page |
Condensed Consolidated Balance Sheets as of March 31, 2020 and June 30, 2019 |
3 |
Condensed Consolidated Statements of Income for the Three and Nine Months ended March 31, 2020 and 2019 |
5 |
Condensed Consolidated Statement of Stockholders' Equity for the Three and Nine Months ended March 31, 2020 and 2019 |
6 |
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2020 and 2019 |
7 |
8 |
|
8 |
|
9 |
|
19 |
|
22 |
|
23 |
|
25 |
|
27 |
|
27 |
|
29 |
|
29 |
|
29 |
|
32 |
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34 |
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36 |
|
39 |
|
39 |
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41 |
|
42 |
|
45 |
2
A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except for share data) (unaudited)
|
|
March 31, 2020 |
|
|
June 30, 2019 |
|
||
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash(1) |
|
$ |
95,503 |
|
|
$ |
8,320 |
|
Receivables, net(1) |
|
|
96,753 |
|
|
|
26,895 |
|
Derivative assets |
|
|
53,081 |
|
|
|
2,428 |
|
Secured loans receivable(1) |
|
|
49,621 |
|
|
|
125,298 |
|
Precious metals held under financing arrangements |
|
|
187,005 |
|
|
|
208,792 |
|
Inventories: |
|
|
|
|
|
|
|
|
Inventories(1) |
|
|
291,003 |
|
|
|
198,356 |
|
Restricted inventories |
|
|
122,126 |
|
|
|
94,505 |
|
|
|
|
413,129 |
|
|
|
292,861 |
|
Income taxes receivable |
|
|
1,438 |
|
|
|
1,473 |
|
Prepaid expenses and other assets(1) |
|
|
3,149 |
|
|
|
2,783 |
|
Total current assets |
|
|
899,679 |
|
|
|
668,850 |
|
Operating lease right of use assets, net |
|
|
4,508 |
|
|
|
— |
|
Property, plant, and equipment, net |
|
|
5,953 |
|
|
|
6,731 |
|
Goodwill |
|
|
8,881 |
|
|
|
8,881 |
|
Intangibles, net |
|
|
5,234 |
|
|
|
5,852 |
|
Long-term investments |
|
|
12,277 |
|
|
|
11,885 |
|
Deferred tax assets - non-current |
|
|
925 |
|
|
|
3,163 |
|
Other long-term assets |
|
|
3,500 |
|
|
|
— |
|
Total assets |
|
$ |
940,957 |
|
|
$ |
705,362 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Lines of credit |
|
$ |
175,000 |
|
|
$ |
167,000 |
|
Liabilities on borrowed metals |
|
|
178,604 |
|
|
|
201,144 |
|
Product financing arrangements |
|
|
122,126 |
|
|
|
94,505 |
|
Accounts payable and other current liabilities |
|
|
231,920 |
|
|
|
62,180 |
|
Derivative liabilities(1) |
|
|
39,532 |
|
|
|
9,971 |
|
Accrued liabilities(1) |
|
|
10,919 |
|
|
|
6,137 |
|
Total current liabilities |
|
|
758,101 |
|
|
|
540,937 |
|
Notes payable(1) |
|
|
92,347 |
|
|
|
91,859 |
|
Other liabilities |
|
|
4,142 |
|
|
|
— |
|
Total liabilities |
|
|
854,590 |
|
|
|
632,796 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of March 31, 2020 and June 30, 2019 |
|
|
— |
|
|
|
— |
|
Common stock, par value $0.01; 40,000,000 shares authorized; 7,031,450 shares issued and outstanding as of March 31, 2020 and June 30, 2019 |
|
|
71 |
|
|
|
71 |
|
Additional paid-in capital |
|
|
27,087 |
|
|
|
26,452 |
|
Retained earnings |
|
|
55,818 |
|
|
|
43,135 |
|
Total A-Mark Precious Metals, Inc. stockholders’ equity |
|
|
82,976 |
|
|
|
69,658 |
|
Non-controlling interests |
|
|
3,391 |
|
|
|
2,908 |
|
Total stockholders’ equity |
|
|
86,367 |
|
|
|
72,566 |
|
Total liabilities, non-controlling interests and stockholders’ equity |
|
$ |
940,957 |
|
|
$ |
705,362 |
|
(1) |
Includes amounts of the consolidated variable interest entity, which is presented separately in the table below. |
See accompanying Notes to Condensed Consolidated Financial Statements
3
A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands) (unaudited)
In September 2018, AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of 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 "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 Notes have a maturity date of December 15, 2023.
The Company consolidates a variable interest entity ("VIE") if it 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 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., secured loans or precious metals) placed into the entity, has the right to receive (and has received) the proceeds from the securitization transaction, earns on-going 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 is included in the condensed consolidated balance sheets above. The holders of the Notes have a first priority security interest in the assets as shown in the table below, which are in excess of the Notes' aggregate principal amount. Additionally, the liabilities of the VIE include intercompany balances, which are eliminated in consolidation. See Note 14 for additional information.
|
|
March 31, 2020 |
|
|
June 30, 2019 |
|
||
ASSETS OF THE CONSOLIDATED VIE |
|
|
|
|
|
|
|
|
Cash |
|
$ |
67,643 |
|
|
$ |
2,390 |
|
Receivables, net |
|
|
— |
|
|
|
1,664 |
|
Secured loans receivable |
|
|
16,372 |
|
|
|
82,544 |
|
Inventories |
|
|
23,079 |
|
|
|
16,867 |
|
Prepaid expenses and other assets |
|
|
21 |
|
|
|
31 |
|
Total assets of the consolidated variable interest entity |
|
$ |
107,115 |
|
|
$ |
103,496 |
|
LIABILITIES OF THE CONSOLIDATED VIE |
|
|
|
|
|
|
|
|
Deferred payment obligations(1) |
|
$ |
9,621 |
|
|
$ |
5,213 |
|
Derivative liabilities |
|
|
— |
|
|
|
1,241 |
|
Accrued liabilities |
|
|
1,006 |
|
|
|
811 |
|
Notes payable(2) |
|
|
97,347 |
|
|
|
96,859 |
|
Total liabilities of the consolidated variable interest entity |
|
$ |
107,974 |
|
|
$ |
104,124 |
|
(1) |
This is an intercompany balance, which is eliminated in consolidation and hence not shown on the consolidated balance sheets. |
(2) |
$5.0 million of the Notes are held by A-Mark, which is eliminated in consolidation and hence not shown on the consolidated balance sheets. |
See accompanying Notes to Condensed Consolidated Financial Statements
4
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
March 31, 2020 |
|
|
March 31, 2019 |
|
|
March 31, 2020 |
|
|
March 31, 2019 |
|
||||
Revenues |
|
$ |
1,258,722 |
|
|
$ |
1,266,986 |
|
|
|
3,795,326 |
|
|
$ |
3,932,988 |
|
Cost of sales |
|
|
1,236,247 |
|
|
|
1,258,270 |
|
|
|
3,756,380 |
|
|
|
3,907,480 |
|
Gross profit |
|
|
22,475 |
|
|
|
8,716 |
|
|
|
38,946 |
|
|
|
25,508 |
|
Selling, general, and administrative expenses |
|
|
(10,388 |
) |
|
|
(8,258 |
) |
|
|
(26,528 |
) |
|
|
(24,080 |
) |
Interest income |
|
|
5,968 |
|
|
|
4,807 |
|
|
|
17,968 |
|
|
|
14,010 |
|
Interest expense |
|
|
(5,051 |
) |
|
|
(4,239 |
) |
|
|
(15,274 |
) |
|
|
(12,447 |
) |
Other income, net |
|
|
463 |
|
|
|
373 |
|
|
|
447 |
|
|
|
1,303 |
|
Unrealized loss on foreign exchange |
|
|
(45 |
) |
|
|
(36 |
) |
|
|
(42 |
) |
|
|
(54 |
) |
Net income before provision for income taxes |
|
|
13,422 |
|
|
|
1,363 |
|
|
|
15,517 |
|
|
|
4,240 |
|
Income tax expense |
|
|
(1,814 |
) |
|
|
(402 |
) |
|
|
(2,351 |
) |
|
|
(1,143 |
) |
Net income |
|
|
11,608 |
|
|
|
961 |
|
|
|
13,166 |
|
|
|
3,097 |
|
Net income (loss) attributable to non-controlling interests |
|
|
287 |
|
|
|
(29 |
) |
|
|
483 |
|
|
|
49 |
|
Net income attributable to the Company |
|
$ |
11,321 |
|
|
$ |
990 |
|
|
$ |
12,683 |
|
|
$ |
3,048 |
|
Basic and diluted net income per share attributable to A-Mark Precious Metals, Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.61 |
|
|
$ |
0.14 |
|
|
$ |
1.80 |
|
|
$ |
0.43 |
|
Diluted |
|
$ |
1.61 |
|
|
$ |
0.14 |
|
|
$ |
1.80 |
|
|
$ |
0.43 |
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
7,031,400 |
|
|
|
7,031,400 |
|
|
|
7,031,400 |
|
|
|
7,031,400 |
|
Diluted |
|
|
7,042,800 |
|
|
|
7,084,400 |
|
|
|
7,063,100 |
|
|
|
7,087,300 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
5
A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands, except for share data) (unaudited)
|
|
Common Stock (Shares) |
|
|
Common Stock |
|
|
Additional Paid-in Capital |
|
|
Retained Earnings |
|
|
Total A-Mark Precious Metals, Inc. Stockholders' Equity |
|
|
Non- Controlling Interests |
|
|
Total Stockholders’ Equity |
|
|||||||
Balance, June 30, 2018 |
|
|
7,031,450 |
|
|
$ |
71 |
|
|
$ |
24,717 |
|
|
$ |
40,910 |
|
|
$ |
65,698 |
|
|
$ |
3,410 |
|
|
$ |
69,108 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,481 |
|
|
|
1,481 |
|
|
|
(47 |
) |
|
|
1,434 |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
272 |
|
|
|
— |
|
|
|
272 |
|
|
|
— |
|
|
|
272 |
|
Transactions with non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
639 |
|
|
|
— |
|
|
|
639 |
|
|
|
(639 |
) |
|
|
— |
|
Balance, September 30, 2018 |
|
|
7,031,450 |
|
|
|
71 |
|
|
|
25,628 |
|
|
|
42,391 |
|
|
|
68,090 |
|
|
|
2,724 |
|
|
|
70,814 |
|
Net income |
|
|
— |
|
|
|
- |
|
|
|
- |
|
|
|
577 |
|
|
|
577 |
|
|
|
125 |
|
|
|
702 |
|
Share-based compensation |
|
|
— |
|
|
|
- |
|
|
|
281 |
|
|
|
- |
|
|
|
281 |
|
|
|
- |
|
|
|
281 |
|
Balance, December 31, 2018 |
|
|
7,031,450 |
|
|
|
71 |
|
|
|
25,909 |
|
|
|
42,968 |
|
|
|
68,948 |
|
|
|
2,849 |
|
|
|
71,797 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
990 |
|
|
|
990 |
|
|
|
(29 |
) |
|
|
961 |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
289 |
|
|
|
— |
|
|
|
289 |
|
|
|
— |
|
|
|
289 |
|
Balance, March 31, 2019 |
|
|
7,031,450 |
|
|
$ |
71 |
|
|
$ |
26,198 |
|
|
$ |
43,958 |
|
|
$ |
70,227 |
|
|
$ |
2,820 |
|
|
$ |
73,047 |
|
|
|
Common Stock (Shares) |
|
|
Common Stock |
|
|
Additional Paid-in Capital |
|
|
Retained Earnings |
|
|
Total A-Mark Precious Metals, Inc. Stockholders' Equity |
|
|
Non- Controlling Interests |
|
|
Total Stockholders’ Equity |
|
|||||||
Balance, June 30, 2019 |
|
|
7,031,450 |
|
|
$ |
71 |
|
|
$ |
26,452 |
|
|
$ |
43,135 |
|
|
$ |
69,658 |
|
|
$ |
2,908 |
|
|
$ |
72,566 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
128 |
|
|
|
128 |
|
|
|
175 |
|
|
|
303 |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
166 |
|
|
|
— |
|
|
|
166 |
|
|
|
— |
|
|
|
166 |
|
Balance, September 30, 2019 |
|
|
7,031,450 |
|
|
|
71 |
|
|
|
26,618 |
|
|
|
43,263 |
|
|
|
69,952 |
|
|
|
3,083 |
|
|
$ |
73,035 |
|
Net income |
|
|
— |
|
|
|
- |
|
|
|
- |
|
|
|
1,234 |
|
|
|
1,234 |
|
|
|
21 |
|
|
|
1,255 |
|
Share-based compensation |
|
|
— |
|
|
|
- |
|
|
|
244 |
|
|
|
- |
|
|
|
244 |
|
|
|
- |
|
|
|
244 |
|
Balance, December 31, 2019 |
|
|
7,031,450 |
|
|
|
71 |
|
|
|
26,862 |
|
|
|
44,497 |
|
|
|
71,430 |
|
|
|
3,104 |
|
|
$ |
74,534 |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,321 |
|
|
|
11,321 |
|
|
|
287 |
|
|
|
11,608 |
|
Share-based compensation |
|
|
— |
|
|
|
— |
|
|
|
225 |
|
|
|
— |
|
|
|
225 |
|
|
|
— |
|
|
|
225 |
|
Balance, March 31, 2020 |
|
|
7,031,450 |
|
|
$ |
71 |
|
|
$ |
27,087 |
|
|
$ |
55,818 |
|
|
$ |
82,976 |
|
|
$ |
3,391 |
|
|
$ |
86,367 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
6
A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands) (unaudited)
Nine Months Ended March 31, |
|
2020 |
|
|
2019 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
13,166 |
|
|
$ |
3,097 |
|
Adjustments to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Provision (reversal) for doubtful accounts |
|
|
— |
|
|
|
(30 |
) |
Depreciation and amortization |
|
|
2,217 |
|
|
|
2,088 |
|
Amortization of loan cost |
|
|
1,139 |
|
|
|
854 |
|
Deferred income taxes |
|
|
2,238 |
|
|
|
975 |
|
Interest added to principal of secured loans |
|
|
(15 |
) |
|
|
(16 |
) |
Change in accrued earn-out |
|
|
— |
|
|
|
(504 |
) |
Debt extinguishment costs |
|
|
— |
|
|
|
7 |
|
Share-based compensation |
|
|
635 |
|
|
|
842 |
|
Earnings from equity method investments |
|
|
(392 |
) |
|
|
(934 |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Receivables |
|
|
(69,858 |
) |
|
|
20,161 |
|
Secured loans receivable |
|
|
3,007 |
|
|
|
(1,747 |
) |
Secured loans made to affiliates |
|
|
2,315 |
|
|
|
4,007 |
|
Derivative assets |
|
|
(50,653 |
) |
|
|
1,152 |
|
Income taxes receivable |
|
|
35 |
|
|
|
12 |
|
Precious metals held under financing arrangements |
|
|
21,787 |
|
|
|
49,944 |
|
Inventories |
|
|
(120,268 |
) |
|
|
13,697 |
|
Prepaid expenses and other assets |
|
|
(319 |
) |
|
|
(447 |
) |
Accounts payable and other current liabilities |
|
|
169,740 |
|
|
|
14,680 |
|
Derivative liabilities |
|
|
29,560 |
|
|
|
(18,350 |
) |
Liabilities on borrowed metals |
|
|
(22,540 |
) |
|
|
(69,696 |
) |
Accrued liabilities |
|
|
4,431 |
|
|
|
567 |
|
Net cash (used in) provided by operating activities |
|
|
(13,775 |
) |
|
|
20,359 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures for property, plant, and equipment |
|
|
(686 |
) |
|
|
(290 |
) |
Purchase of long-term investments |
|
|
— |
|
|
|
(2,300 |
) |
Purchase of intangible assets |
|
|
(150 |
) |
|
|
— |
|
Secured loans receivable, net |
|
|
70,370 |
|
|
|
(3,066 |
) |
Other loans originated |
|
|
(3,500 |
) |
|
|
— |
|
Net cash provided by (used in) investing activities |
|
|
66,034 |
|
|
|
(5,656 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Product financing arrangements, net |
|
|
27,621 |
|
|
|
(48,217 |
) |
Borrowings and repayments under lines of credit, net |
|
|
8,000 |
|
|
|
(51,000 |
) |
Repayments on notes payable to related party |
|
|
— |
|
|
|
(7,500 |
) |
Proceeds from issuance of notes payable |
|
|
— |
|
|
|
90,000 |
|
Borrowings on unsecured advance |
|
|
— |
|
|
|
4,220 |
|
Debt funding issuance costs |
|
|
(697 |
) |
|
|
(3,748 |
) |
Net cash provided by (used in) financing activities |
|
|
34,924 |
|
|
|
(16,245 |
) |
Net increase (decrease) in cash, cash equivalents, and restricted cash |
|
|
87,183 |
|
|
|
(1,542 |
) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
8,320 |
|
|
|
6,291 |
|
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
95,503 |
|
|
$ |
4,749 |
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
14,077 |
|
|
$ |
11,949 |
|
Income taxes |
|
$ |
71 |
|
|
$ |
112 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Interest added to principal of secured loans |
|
$ |
15 |
|
|
$ |
16 |
|
Investment transactions with non-controlling interest |
|
$ |
— |
|
|
$ |
639 |
|
See accompanying Notes to Condensed Consolidated Financial Statements
7
A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basis of Presentation
The condensed consolidated financial statements comprise those of A-Mark Precious Metals, Inc. ("A-Mark" or the "Company") and its consolidated subsidiaries.
Business Segments
The Company conducts its operations in three reportable segments: (1) Wholesale Trading & Ancillary Services, (2) Secured Lending, and (3) Direct Sales. Each of these reportable segments represents an aggregation of operating segments that meets the aggregation criteria set forth in the Segment Reporting Topic 280 of the Financial Accounting Standards Board’s ("FASB") Accounting Standards Codification (“ASC”). (See Note 18.)
Wholesale Trading & Ancillary Services
The Wholesale Trading & Ancillary Services segment operates as a full-service precious metals trading company. The products that this segment sells include: gold, silver, platinum, and palladium primarily in the form of coins, rounds, bars, wafers, and grain. This segment's trading-related services include: consignment, storage, logistics, hedging, and various customized financial programs.
Through its wholly owned subsidiary, A-Mark Trading AG (“AMTAG”), the Company promotes A-Mark's products and services throughout the European continent. Transcontinental Depository Services (“TDS”), also a wholly owned subsidiary of the Company, offers worldwide storage solutions to institutions, dealers, and consumers.
The Company's wholly-owned subsidiary, A-M Global Logistics, LLC. ("Logistics"), operates the Company's logistics fulfillment center. Logistics provides customers an array of complementary services, including packaging, shipping, handling, receiving, processing, and inventorying of precious metals and custom coins on a secure basis.
Through our partially-owned subsidiary, AM&ST Associates, LLC. ("AMST" or "SilverTowne" or the "Mint"), the Company designs and produces minted silver products. The Company operates the Mint pursuant to a joint venture agreement with SilverTowne, L.P. The Company and SilverTowne L.P. own 69% and 31%, respectively, of AMST. The Company acquired its interest in AMST from SilverTowne L.P. 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.
The Company operates its Secured Lending segment through its wholly-owned subsidiary, Collateral Finance Corporation LLC. ("CFC".) CFC is a California licensed finance lender that originates and acquires commercial loans secured by bullion and numismatic coins. CFC's customers include coin and precious metal dealers, investors, and collectors.
AM Capital Funding, LLC. (“AMCF”), a wholly owned subsidiary of CFC, 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 with an aggregate principal amount of $28.0 million (collectively, the "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 Notes have a maturity date of December 15, 2023. For additional information regarding this notes payable, see Note 14.
8
The Company's wholly-owned subsidiary, Goldline, Inc. ("Goldline"), is a direct retailer of precious metals to the investor community. Goldline markets its precious metal products primarily on radio and the internet. Goldline sells gold and silver bullion in the form of coins, rounds, and bars.
AM IP LLC. ("AMIP"), a wholly owned subsidiary of Goldline, manages its intellectual property.
In the fourth quarter of 2019, Goldline entered into a joint venture agreement with one of the Company's related parties to form Precious Metals Purchasing Partners, LLC, ("PMPP"), a 50% owned subsidiary, primarily for the purpose of purchasing precious metals from the partners' retail customers for resale back into the marketplace. PMPP was capitalized in fiscal 2019, and commenced operations in fiscal 2020. Metals purchased by the joint venture are sold to the partners or their affiliates per terms of the joint venture agreement.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements reflect the financial condition, results of operations, statement of stockholder 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, majority owned, and entities that are variable interest entities where the Company is determined to be the primary beneficiary. Our condensed consolidated financial statements include the accounts of: A-Mark, CFC, AMTAG, TDS, Logistics, Goldline, AMIP, AMST, AMCF, and PMPP (collectively the “Company”). Intercompany accounts and transactions are eliminated.
Comprehensive Income
For the three and nine months ended March 31, 2020 and 2019, there were no items that gave rise to other comprehensive income or loss, and, as a result net income equaled comprehensive income.
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 disclosure 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, allowances for doubtful accounts, impairment assessments of property, plant and equipment and intangible assets, valuation allowance determination on deferred tax assets, contingent earn-out liabilities, determining the incremental borrowing rate for calculating right of use assets and lease liabilities, and revenue recognition judgments. Significant estimates also include the Company's fair value determination with respect to its financial instruments and precious metals inventory. 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 statement of stockholders’ equity, and condensed consolidated statements of cash flows for the periods presented in accordance with U.S. GAAP. Operating results for the nine months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2020 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 2019 (the “2019 Annual Report”), as filed with the SEC. Amounts related to disclosure of June 30, 2019 balances within these interim condensed consolidated financial statements were derived from the aforementioned audited consolidated financial statements and notes thereto included in the 2019 Annual Report.
9
The Fair Value Measurements and Disclosures Topic 820 of the ASC ("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. Concentration of credit risk with respect to receivables is limited due to the large number of customers composing the Company's customer base, the geographic dispersion of the customers, and the collateralization of substantially all receivable balances. Based on an assessment of credit risk, the Company typically grants collateralized credit to its customers. 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. Credit risk with respect to loans of inventory to customers is minimal. 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"). Also, the functional currency of the Company's wholly-owned foreign subsidiary, AMTAG, is USD, but it maintains its books of record in the European Union Euro. The Company remeasures the financial statements of AMTAG into USD. The remeasurement of local currency amounts into USD creates remeasurement gains and losses, which are included in the condensed consolidated statements of income.
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.
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 VIE's when it is deemed to be the primary beneficiary. Management regularly reviews and reconsiders its previous conclusions 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 VIE's in the 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 March 31, 2020 and June 30, 2019, are indicated on table that follows the condensed consolidated balance sheets.
AMCF is a VIE because the Company's 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., secured loans or precious metals), has the right to receive (and has received) the proceeds from the securitization transaction, earns on-going 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 14.)
10
The Company considers all highly liquid investments with original maturities of three months or less, when purchased, to be cash equivalents. The Company does not have any cash equivalents as of March 31, 2020 and June 30, 2019.
As of March 31, 2020 and June 30, 2019, the Company has $0.2 million and $0.3 million, respectively, in a bank account that is restricted and serves as collateral against a standby letter of credit issued by the bank in favor of the landlord for our office space in Los Angeles, California.
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 March 31, 2020 and June 30, 2019, precious metals held under financing arrangements totaled $187.0 million and $208.8 million respectively.
The Company’s precious metals held under financing arrangements are marked-to-market.
Inventories
Inventories principally include bullion and bullion coins that are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins comprises two components: (1) published market values attributable to the costs of the raw precious metal, and (2) a published premium paid at acquisition of the metal. The premium is attributable to the additional value of the product in its finished goods form, and the market value attributable solely to the premium may be readily determined, as it is published by multiple reputable 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 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 on the condensed consolidated balance sheets 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 condensed consolidated balance sheets. Our finance leases (previously considered by the Company as capital leases prior to our adoption of ASC 842) are another type of ROU asset, but are classified in the condensed consolidated balance sheets as a component of plant, property and equipment at the present value of the lease payments.
For leases that contain termination options, where the rights to terminate are held by either us, the lessor, or both parties and it is reasonably certain that we will exercise that option, we factor these extended or shortened lease terms into the minimum lease payments. The ROU assets also 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.
11
Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease cost is recognized as a combination of the amortization expense for the ROU assets and interest expense for the outstanding lease liabilities using the discount rate discussed above. The depreciable life of ROU assets are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any significant residual value guarantees or material restrictive covenants. Income from subleases was not significant for any period presented.
During the three months ended March 31, 2020, we incurred lease costs of $0.4 million, which is primarily comprised of operating lease cost of $0.3 million. During the nine months ended March 31, 2020, we incurred lease costs of $1.3 million, which is primarily comprised of operating lease cost of $1.0 million. The other costs are insignificant and relate to our finance leases, short-term leases, and variable lease payments.
For the nine months ended March 31, 2020, we made cash payments of $1.1 million for operating lease obligations. These payments are included in operating cash flows. At March 31, 2020, the weighted-average remaining lease term under our capitalized operating leases was 4.7 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 March 31, 2020:
Years ending June 30, |
|
Operating Leases |
|
|
|
2020 (excluding the nine months ended March 31, 2020) |
|
$ |
378 |
|
|
2021 |
|
|
1,526 |
|
|
2022 |
|
|
1,313 |
|
|
2023 |
|
|
834 |
|
|
2024 |
|
|
860 |
|
|
Thereafter |
|
|
1,184 |
|
|
Total lease payments |
|
|
6,095 |
|
|
Less imputed interest |
|
|
(672 |
) |
|
|
|
$ |
5,423 |
|
(1) |
Operating lease liability - current |
|
$ |
1,281 |
|
(2) |
Operating lease liability - long-term |
|
|
4,142 |
|
(3) |
|
|
$ |
5,423 |
|
(1) |
(1) |
Represents the present value of the capitalized operating lease liabilities as of March 31, 2020. |
(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. |
Following is a summary of our future minimum operating lease commitments, as determined under ASC 840, for all non-cancelable lease agreements, for each of the next five years and in the aggregate, as of June 30, 2019:
Years ending June 30, |
|
Operating Leases |
|
|
2020 |
|
$ |
1,488 |
|
2021 |
|
|
1,526 |
|
2022 |
|
|
1,313 |
|
2023 |
|
|
834 |
|
2024 |
|
|
860 |
|
Thereafter |
|
|
1,184 |
|
|
|
$ |
7,205 |
|
The Company has no related party leases. We do not have leases that have not yet commenced, which would create significant rights and obligations for us, including any involvement with the construction or design of the underlying asset. (Refer to the section below captioned Recently Adopted Accounting Pronouncements for the elections adopted pursuant to ASU 2016-02, Leases (Topic 842).)
12
Property, Plant, and Equipment
Property, plant, and equipment is stated at cost less accumulated depreciation. Depreciation is 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 commences 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 which are amortized on a straight-line basis over their economic useful lives ranging from three years 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) 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 the Intangibles - Goodwill and Other Topic 350 of the ASC. Goodwill is reviewed for impairment at a reporting unit level, which in our case, corresponds to the Company’s reportable 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 a stable or improved fair value, 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 8.)
13
Evaluation of indefinite-lived intangible assets for impairment
The Company evaluates its indefinite-lived intangible assets (i.e., trademarks and trade-names) 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 8.)
Long-Term Investments
Investments in privately-held entities that are at least 20% but less than 50% owned by the Company are accounted for using the equity method. Under the equity method, the carrying value of the investment is adjusted for the Company’s proportionate share of the investee’s earnings or losses, with the corresponding share of earnings or losses reported in other income (expense), net. The carrying value of the investment is reduced by the amount of the dividends received from the equity-method investee, as they are considered a return of capital.
We evaluate our long-term investments for impairment quarterly or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Additionally, the Company performs an on-going evaluation of its equity method investments with which the Company has variable interests to determine if any of these entities are VIEs that are required to be consolidated.
Other Long-Term Assets
Notes and other receivables, with terms greater than one year, are carried at amortized cost, net of any unamortized origination fees, which are recognized over the life of the note. The determination of an allowance is based on historical experience and, as a result, can differ from actual losses incurred in the future. We charge off receivables at such time as it is determined collection will not occur.
On September 19, 2019, the Company, as lender, entered into a convertible revolving credit facility with one of its privately-held customers (the borrower) that provides the borrower an aggregate principal amount of up to $4.0 million, bearing interest at 12.0% per annum. The facility expires on September 18, 2022. The borrower has the right to prepay the credit facility at any time without premium or penalty. Outstanding principal amounts under the credit facility may, at the lender's discretion, be converted into up to 22.0% of the borrower's issued and outstanding common stock. The credit facility also grants the lender the right to repay the borrower's outstanding unrelated third-party debt, at any time, in exchange for up to 27.5% of the borrower’s issued and outstanding common stock. In the event the borrower sells all or substantially all of its assets or has a change of control during the term of the facility, the lender is entitled to additional interest equal to 10.0% of the gross sales price in excess of $9.9 million. The credit facility collateral includes all: (i) account receivables; (ii) inventory; (iii) fixed assets; (iv) intellectual property; (v) contract rights; and (vi) deposit accounts, in each case subordinated to an unrelated third-party lender’s security interest.
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 the 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: (1) the quantity, price, and specific items being purchased have been established, (2) metals have been delivered to the customer, and (3) payment has been received or is covered by the customer’s established credit limit with the Company
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All derivative instruments are marked-to-market during the interval between the trade 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 Trades 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 trade order types and the key factors that determine when settlement occurs and when revenue is recognized for each type:
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Traditional physical trade orders — The quantity, specific product, and price are determined on the trade date. Payment or sufficient credit is verified prior to delivery of the metals on the settlement date. |
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Consignment trade orders — The Company delivers the items requested by the customer prior to establishing a firm trade order with a price. Settlement occurs and revenue is recognized once the customer confirms its order (quantity, specific product, and price) and remits full payment for the sale. |
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Provisional trade orders — The quantity and type of metal is established at the trade date, but the price is not set. The customer commits to purchasing the metals within a specified time period, usually within one year, at the then-current market price. The Company delivers the metal to the customer after receiving the customer’s deposit, which is typically based on 110% of the prevailing current spot price. The unpriced metal is subject to a margin call if the deposit falls below 105% of the value of the unpriced metal. The purchase price is established and revenue is recognized at the time the customer notifies the Company that it desires to purchase the metal. |
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Margin trade orders — The quantity, specific product, and price are determined at trade date; however, the customer is allowed to finance the transaction through the Company and to defer delivery by committing to remit a partial payment (approximately 20%) of the total order price. With the remittance of the partial payment, the customer locks in the purchase price for a specified time period (usually up to two years from the trade date). Revenue on margin trade orders is recognized when the order is paid in full and delivered to the customer. |
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Borrowed precious metals trade orders for unallocated positions — Customers may purchase unallocated metal positions in the Company's inventory. The quantity and type of metal is established at the trade date, but the specific product is not yet determined. Revenue is not recognized until the customer selects the specific precious metal product it wishes to purchase, full payment is received, and the product is delivered to the customer. |
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 components of accounts payable and other current liabilities in the condensed consolidated balance sheets.
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 futures contracts traded on national futures exchanges or forward contracts with credit worthy financial institutions. 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, futures, and option 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 gain 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 and option contracts are recorded in cost of sales.
The Company enters into futures, forward, and option 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 (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 11.)
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The Company recognizes its storage, logistics, licensing, and other services revenues in accordance with the FASB's release ASU 2014-09 Revenue From Contracts With Customers Topic 606 ("ASC 606"), 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: (1) the customer simultaneously receives and consumes the benefits as the Company performs, (2) the Company's performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (3) 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 are met, a performance obligation is satisfied at a point-in-time.
The Company recognizes storage revenue over time, 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 at a point-in-time, when the customer receives the benefit of the services (e.g., stated number of packages are shipped on behalf of the customer during a month). The Company recognizes revenue from the licensing of its functional intellectual property ("IP"), which include customer lists and sales lead information, at the point in time when the right to use the IP is transferred to the licensee. Any revenue generated from usage-based royalties associated with the licensing of the IP is recognized at the point in time when the licensee converts and actualizes customers from the IP. In aggregate, these types of service revenues account for less than 1% of the Company's combined revenue from all revenue streams.
Interest Income
In accordance with the Interest Topic 835 of the ASC ("ASC 835") following are interest income generating activities of the Company:
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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.) |
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Margin accounts — The Company earns a fee (interest income) under financing arrangements related to margin trade orders over the period during which customers have opted to defer making full payment on the purchase of metals. |
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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. |
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Spot deferred trade orders — Spot deferred trade orders are a special type of forward delivery trade that enable customers to purchase or sell certain precious metals from/to the Company at an agreed upon price but, are allowed to delay remitting or taking delivery up to a maximum of two years from the date of trade. Even though the contract allows for physical delivery, it rarely occurs for this type of trade. As a result, revenue is not recorded from these transactions, because no product is delivered to the customer. Spot deferred trades are considered a type of financing transaction, where the Company earns a fee (interest income) under spot deferred arrangements over the period in which the trade is open. |
Interest Expense
The Company accounts for interest expense on the following arrangements in accordance with Interest Topic 835 of the ASC ("ASC 835"):
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Borrowings — The Company incurs interest expense from its lines of credit, its debt obligations, and notes payable using the effective interest method. (See Note 14.) Additionally, the Company amortizes capitalized loan costs to interest expense over the period of the loan agreement. |
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Product financing arrangements — The Company incurs financing fees (classified as interest expense) from its product financing arrangements (also referred to as reverse-repurchase arrangements) with third party finance companies for the transfer and subsequent option to reacquire its precious metal inventory at a later date. These arrangements are accounted for as secured borrowings. During the term of this type of agreement, the third party charges a monthly fee as a percentage of the market value of the designated inventory, which the Company intends to reacquire in the future. No revenue is generated from these trades. The Company enters this type of transaction for additional liquidity. |
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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.
Other Income and Expense, Net
The Company's other income and expense is derived from the Company's proportional interest in the reported net income or loss of our investees that are accounted for under the equity method of accounting (see Note 9), earn-out revaluation adjustments related to a contingent payable due to SilverTowne L.P, and costs associated with the settlement of our purchase of Goldline (see Note 15).
Advertising
Advertising expense was $0.8 million and $0.6 million, respectively, for the three months ended March 31, 2020 and 2019. Advertising expense was $1.6 million and $1.9 million, respectively, for the nine months ended March 31, 2020 and 2019.
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 incurred totaled $3.7 million and $1.7 million, respectively, for the three months ended March 31, 2020 and 2019. Shipping and handling costs incurred totaled $6.5 million and $4.8 million, respectively, for the nine months ended March 31, 2020 and 2019.
Share-Based Compensation
The Company accounts for equity awards under the provisions of the 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 condensed consolidated financial statements. The expense is adjusted for actual forfeitures of unvested awards as they occur. (See Note 16.)
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 the 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 12 for more information on the Company’s accounting for income taxes.
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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.
The Company's condensed consolidated financial statements recognizes the current and deferred income taxes consequences that result from the Company's activities during the current and preceding periods, as if the Company were a separate taxpayer prior to the date of the spinoff of the Company when it was a member of the consolidated income tax return group of Spectrum Group International, Inc. ("SGI"). Following its spin-off, the Company separately files its federal and state income tax filings. The Company recognizes current and deferred income taxes as a separate taxpayer for periods ending after the date of the spinoff.
Earnings per Share ("EPS")
The Company computes and reports both basic EPS and diluted EPS. Basic EPS is computed by dividing net earnings (losses) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net earnings (losses) by the sum of the weighted average number of common shares and dilutive common stock equivalents outstanding during the period. Diluted EPS reflects the total potential dilution that could occur from outstanding equity awards, including unexercised stock options, utilizing the treasury stock method.
A reconciliation of shares used in calculating basic and diluted earnings per common shares for the three and nine months ended March 31, 2020 and 2019, is presented below.
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Three Months Ended |
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