Annual report pursuant to Section 13 and 15(d)

Assets and Liabilities, at Fair Value

v3.19.2
Assets and Liabilities, at Fair Value
12 Months Ended
Jun. 30, 2019
Fair Value Disclosures [Abstract]  
Assets and Liabilities, at Fair Value
ASSETS AND LIABILITIES, AT FAIR VALUE
Fair Value of Financial Instruments
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of June 30, 2019 and June 30, 2018.
in thousands
 
 
 
 
 
 
 
 
 
 
June 30, 2019
 
June 30, 2018
 
 
Carrying Amount
 
Fair value
 
Carrying Amount
 
Fair value
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
Cash
 
$
8,320

 
$
8,320

 
$
6,291

 
$
6,291

Receivables, net
 
26,895

 
26,895

 
35,856

 
35,856

Secured loans receivable
 
125,298

 
125,298

 
110,424

 
110,424

Derivative asset on open sale and purchase commitments, net
 
2,322

 
2,322

 
2,274

 
2,274

Derivative asset on option contracts
 
61

 
61

 
390

 
390

Derivative asset on futures contracts
 
2

 
2

 
238

 
238

Derivative asset on forward contracts
 
43

 
43

 
4,493

 
4,493

Income taxes receivable
 
1,473

 
1,473

 
1,553

 
1,553

Financial liabilities:
 
 
 
 
 
 
 
 
Lines of credit
 
$
167,000

 
$
167,000

 
$
200,000

 
$
200,000

Debt obligation (related party)
 

 

 
7,226

 
7,226

Liability on borrowed metals
 
201,144

 
201,144

 
280,346

 
280,346

Product financing arrangements
 
94,505

 
94,505

 
113,940

 
113,940

Derivative liability on margin accounts
 
2,981

 
2,981

 
3,804

 
3,804

Derivative liability on price protection programs
 
22

 
22

 
168

 
168

Derivative liability on open sale and purchase commitments, net
 
3,822

 
3,822

 
16,485

 
16,485

Derivative liability on futures contracts
 
1,241

 
1,241

 

 

Derivative liability on forward contracts
 
1,905

 
1,905

 

 

Accounts payable
 
62,180

 
62,180

 
45,997

 
45,997

Accrued liabilities
 
6,137

 
6,137

 
5,129

 
5,129

Other long-term liabilities (related party)
 

 

 
798

 
798

Notes payable
 
91,859

 
98,609

 

 

 
 
 
 
 
 
 
 
 

The fair values of the financial instruments shown in the above table as of June 30, 2019 and June 30, 2018 represent the 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.
The carrying amounts of cash, secured loans receivable, receivables, income taxes receivable, accounts payable, and accrued liabilities approximate fair value due to their short-term nature. The carrying amounts of derivative assets and derivative liabilities, liability 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 and debt obligation approximate fair value based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities. The carrying value of other long-term liabilities represents the long-term portion of contingent earn-out liabilities that are remeasured on a quarterly basis. The Company’s notes payable are reported at their aggregate principal amount less unamortized original issue discount and deferred financing costs on the accompanying consolidated balance sheets. The fair value of the notes payable 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.
Valuation Hierarchy
Topic 820 of the ASC 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:
Inventory. Inventories, which principally include bullion and bullion coins, are acquired and initially recorded at fair market value. The fair market value of the bullion and bullion coins are comprised of 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 is readily determined, as it is published by multiple reputable sources. Except for commemorative coin inventory, which are included in inventory at the lower of cost or net realizable value, the Company’s inventories are 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 are 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 commodities inventory are classified in Level 1 of the valuation hierarchy.
Derivatives. Futures contracts, forward contracts, option 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 on the termination (repurchase) date. 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.
Liability on Price Protection Programs. The Company records an estimate of the fair value of the liability on the price protection programs based on the difference between the contractual price at trade date and the retail price at the remeasurement date (i.e., quarter-end) based on the expected redemption rate. As of June 30, 2019, the Company used the quoted market price based on the current spot rate and used an expected redemption rate of 100%. The use of a throughput rate ignores the future price volatility that would affect the timing and rate of redemption under the program, and, as a result, the liability on the price protection programs is classified in Level 3 of the valuation hierarchy.
Contingent Earn-out Liability. The Company records an estimate of the fair value of contingent consideration related to the earn-out obligation to SilverTowne LP related to the SilverTowne Mint transaction. On a quarterly basis, the liability is remeasured and increases or decreases in the fair value are recorded as an adjustment to other income on the consolidated statements of operations. Changes to the contingent consideration liability can result from adjustments to the discount rate, or from changes to the estimates of future throughput activity of AMST. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. The key inputs in determining fair value of our contingent consideration obligations include the changes in the assumed timing and amounts of future throughputs (i.e., operating income, operating cost per unit, and production volume) which affects the timing and amount of future earn-out payments. Contingent earn-out liability is classified in Level 3 of the valuation hierarchy.
The Company values the contingent obligation by determining the likelihood that the Company has achieved the following targeted amount of performance thresholds for each annual earn-out period. Such thresholds include (1) Producing a targeted amount of silver ounces, (2) Earning a targeted amount of operating income, and (3) Generating an operating cost per ounce that is less than a targeted level. Each category triggers a different annual payout obligation if achieved over a 3 year period, and as of June 30, 2019, the remaining annual contingent payout obligations, if achieved, would become due on October 30, 2019. The Company re-assesses this contingent obligation each quarter based on the most current facts and market conditions. The obligation continues to remain as a liability at its original recorded value unless, based on each quarterly evaluation, it becomes evident the Company will not achieve all or part of the threshold performance targets. In such case, the obligation is adjusted to its more current estimated value.    
The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and June 30, 2018, aggregated by the level in the fair value hierarchy within which the measurements fall:
 
 
June 30, 2019
 
 
Quoted Price in
 
 
 
 
 
 
 
 
Active Markets
 
Significant Other
 
Significant
 
 
 
 
for Identical
 
Observable
 
Unobservable
 
 
 
 
Instruments
 
Inputs
 
Inputs
 
 
in thousands
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
Assets:
 
 
 
 
 
 
 
 
Inventory (1)
 
$
292,844

 
$

 
$

 
$
292,844

Precious metals held under financing arrangements
 
208,792

 

 

 
208,792

Derivative assets — open sale and purchase commitments, net
 
2,322

 

 

 
2,322

Derivative assets — option contracts
 
61

 

 

 
61

Derivative assets — futures contracts
 
2

 

 

 
2

Derivative assets — forward contracts
 
43

 

 

 
43

Total assets, valued at fair value
 
$
504,064

 
$

 
$

 
$
504,064

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Liability on borrowed metals
 
$
201,144

 
$

 
$

 
$
201,144

Product financing arrangements
 
94,505

 

 

 
94,505

Derivative liabilities — price protection programs
 

 

 
22

 
22

Derivative liabilities — liability on margin accounts
 
2,981

 

 

 
2,981

Derivative liabilities — open sale and purchase commitments, net
 
3,822

 

 

 
3,822

Derivative liabilities — future contracts
 
1,241

 

 

 
1,241

Derivative liabilities — forward contracts
 
1,905

 

 

 
1,905

Contingent earn-out liability
 

 

 

 

Total liabilities, valued at fair value
 
$
305,598

 
$

 
$
22

 
$
305,620

____________________
(1) Commemorative coin inventory totaling $17 thousand is held at lower of cost or net realizable value and is thus excluded from this table.
 
 
June 30, 2018
 
 
Quoted Price in
 
 
 
 
 
 
 
 
Active Markets
 
Significant Other
 
Significant
 
 
 
 
for Identical
 
Observable
 
Unobservable
 
 
 
 
Instruments
 
Inputs
 
Inputs
 
 
in thousands
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
Total
Assets:
 
 
 
 
 
 
 
 
Inventory (1)
 
$
280,017

 
$

 
$

 
$
280,017

Precious metals held under financing arrangements
 
262,566

 

 

 
262,566

Derivative assets — open sale and purchase commitments, net
 
2,274

 

 

 
2,274

Derivative assets — option contracts
 
390

 

 

 
390

Derivative assets — futures contracts
 
238

 

 

 
238

Derivative assets — forward contracts
 
4,493

 

 

 
4,493

Total assets, valued at fair value
 
$
549,978

 
$

 
$

 
$
549,978

Liabilities:
 
 
 
 
 
 
 
 
Liability on borrowed metals
 
$
280,346

 
$

 
$

 
$
280,346

Product financing arrangements
 
113,940

 

 

 
113,940

Derivative liabilities — price protection programs
 

 

 
168

 
168

Derivative liabilities — liability on margin accounts
 
3,804

 

 

 
3,804

Derivative liabilities — open sale and purchase commitments, net
 
16,485

 

 

 
16,485

Contingent earn-out liability
 

 

 
588

 
588

Total liabilities, valued at fair value
 
$
414,575

 
$

 
$
756

 
$
415,331

____________________
(1) Commemorative coin inventory totaling $99 thousand is held at lower of cost or net realizable value and is thus excluded from 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) equity method investments that are written down to fair value when a decline in the fair value is determined to be other-than-temporary, ii) plant, property and equipment and definite-lived intangibles, or iii) goodwill and indefinite-lived intangibles, all of which are written down to fair value when they are held for sale or determined to be impaired. The resulting fair value measurements of the assets are considered to be Level 3 measurements. Determining fair value requires the exercise of significant judgments, including judgments about 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.
In the fourth quarter of fiscal 2018, the carrying value of goodwill and indefinite-lived intangibles of Direct Sales segment (i.e., reporting unit) was adjusted downward to its fair value. (See Note 8.)