A-Mark Precious Metals, Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

9 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

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 our goodwill and intangible assets:

•

In connection with the Company's formation of AMST in August 2016, the Company recorded $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.

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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.

•

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. These values represent their fair values at the acquisition date.

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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.

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In connection with the Company's acquisition of LPM in February 2024, we recorded $10.3 million and $21.0 million of identifiable intangible assets and goodwill, respectively. These values represent their fair values at the acquisition date.

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In March 2024, JMB acquired $8.5 million of intangible assets that included Gold.com's domain name.

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In June 2024, we obtained a controlling interest in SGB, at which point SGB became a consolidated subsidiary of the Company. We measured the value of identifiable intangible assets and goodwill at $28.8 million and $78.0 million, respectively. These values represent their fair values as of the acquisition date.

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We acquired SGI in February 2025 and as a result, we recorded $19.0 million and $14.5 million of identifiable intangible assets and goodwill, respectively. These values represent their fair values at the acquisition date.

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In February 2025, we also acquired Pinehurst which resulted in the acquisition of $2.0 million and $2.5 million of identifiable intangible assets and goodwill, respectively. These values represent their fair values at the acquisition date.

Carrying Value

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


			March 31, 2025										June 30, 2024
	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	4 - 15	3.4	$	88,568	$	(60,256	)	$	—		$	28,312	$	75,568	$	(52,203	)	$	—		$	23,365
Developed technology	4	2.7		21,836		(12,653	)		—			9,183		20,336		(8,933	)		—			11,403
Non-compete and other	3 - 5	2.5		2,310		(2,305	)		—			5		2,310		(2,300	)		—			10
Employment agreement	1 - 3	0.0		295		(295	)		—			—		295		(295	)		—			—
Intangibles subject to amortization				113,009		(75,509	)		—			37,500		98,509		(63,731	)		—			34,778
Trade names and trademarks	Indefinite	Indefinite		64,660		—			(1,290	)		63,370		59,660		—			(1,290	)		58,370
Domain name	Indefinite	Indefinite		8,615		—			—			8,615		8,515		—			—			8,515
In-process research and development	Indefinite	Indefinite		1,500		—			—			1,500		—		—			—			—
Identifiable intangible assets			$	187,784	$	(75,509	)	$	(1,290	)	$	110,985	$	166,684	$	(63,731	)	$	(1,290	)	$	101,663

Goodwill	Indefinite	Indefinite	$	218,281	$	—		$	(1,364	)	$	216,917	$	201,301	$	—		$	(1,364	)	$	199,937

The Company's intangible assets are subject to amortization except for trade names, trademarks, and domain names, which have indefinite lives. Amortization expense related to the Company's intangible assets was $4.0 million and $2.2 million for the three months ended March 31, 2025 and 2024, respectively, and $11.7 million and $6.5 million for the nine months ended March 31, 2025 and 2024, respectively. For the presented periods, amortization expense allocable to cost of sales was not significant.

The changes in the carrying amounts of goodwill were as follows (in thousands):


Balance as of June 30, 2024	$	199,937
Goodwill acquired - SGI - Wholesale Sales & Ancillary Services		7,239
Goodwill acquired - SGI - Direct-to-Consumer		7,239
Goodwill acquired - Pinehurst - Wholesale Sales & Ancillary Services		1,251
Goodwill acquired - Pinehurst - Direct-to-Consumer		1,251
Balance as of March 31, 2025	$	216,917

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
2025 (remainder)	$	3,921
2026		11,937
2027		9,068
2028		7,247
2029		2,101
Thereafter		3,226
	$	37,500