A-Mark Precious Metals, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Description of Business (Tables)

Description of Business (Tables)

12 Months Ended

Jun. 30, 2025

Description Of Business [Line Items]

Schedule of Business Acquisitions, Purchase Price and Fair values of Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of LPM as of the acquisition date (in thousands):


Cash	$	37,506
Contingent consideration		2,800
Common stock		3,514
Settlement of pre-existing payables due to A-Mark		398
Total purchase price	$	44,218

Cash	$	5,033
Receivables, net		4,105
Inventories		16,807
Other current assets		515
Property, plant, and equipment, net		1,306
Trade names		3,500
Existing customer relationships		6,800
Other long-term assets		956
Total identifiable assets acquired		39,022
Accounts payable and other payables		(526	)
Deferred revenue and other advances		(11,361	)
Accrued liabilities		(1,729	)
Other liabilities		(2,222	)
Net identifiable assets acquired		23,184
Goodwill		21,034
Total purchase price	$	44,218

Summary of Pro forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations for the years ended June 30, 2024 and 2023 assumes that the acquisition of LPM occurred as of July 1, 2022 (in thousands):


	Year Ended June 30,
	2024		2023
Revenues	$	9,788,941	$	9,674,149
Net income	$	68,469	$	158,658

SGI

Description Of Business [Line Items]

Schedule of Business Acquisitions, Purchase Price and Fair values of Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of SGI as of the acquisition date (in thousands):


Cash	$	46,000
Common stock		43,618
Holdback consideration - common stock		1,818
Repayment of debt		11,017
Settlement of pre-existing payables due to A-Mark		419
Noncontrolling interest		408
Total purchase price	$	103,280

Cash	$	11,264
Receivables, net		25,164
Inventories		102,587
Other current assets		4,559
Property, plant, and equipment, net		6,108
Operating lease right of use assets		12,047
Trade names		4,000
In-process research and development		1,500
Developed technology		1,500
Existing customer relationships		12,000
Other long-term assets		2,698
Total identifiable assets acquired		183,427
Product financing arrangements		(52,020	)
Accounts payable and other payables		(9,789	)
Deferred revenue and other advances		(9,381	)
Accrued liabilities		(9,935	)
Operating lease liability		(12,347	)
Other liabilities		(513	)
Net identifiable assets acquired		89,442
Goodwill		13,838
Total purchase price	$	103,280

Summary of Pro forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations for the years ended June 30, 2025 and 2024 assumes that the acquisition of SGI occurred as of July 1, 2023 (in thousands):


	Year Ended June 30,
	2025		2024
Revenues	$	11,189,932	$	10,010,311
Net income	$	14,133	$	65,372

The above pro forma supplemental information does not purport to be indicative of what the Company's operations would have been had the acquisition occurred on July 1, 2023, and should not be considered indicative of future operating results. The Company believes the assumptions used provide a reasonable basis for reflecting the significant pro forma effects directly attributable to the acquisition of SGI. The unaudited pro forma information accounts for: (i) the elimination of transactions between the Company and SGI, and (ii) adjustments to the amortization expense resulting from the estimated fair value of the acquired finite-lived intangible assets, acquisition costs, compensation expenses, and the resulting impact to the income tax provision.

Pinehurst

Description Of Business [Line Items]

Schedule of Business Acquisitions, Purchase Price and Fair values of Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of Pinehurst as of the acquisition date (in thousands):


Cash	$	6,500
Pre-existing equity method investment		6,933
Repayment of debt		16,903
Contingent consideration		700
Settlement of pre-existing receivables due from A-Mark		(4,325	)
Total purchase price	$	26,711

Cash	$	4,334
Receivables, net		4,481
Inventories		17,767
Other current assets		1,962
Property, plant, and equipment, net		763
Operating lease right of use asset		1,734
Trade names		1,000
Existing customer relationships		1,000
Total identifiable assets acquired		33,041
Accounts payable and other payables		(2,380	)
Deferred revenue and other advances		(1,655	)
Accrued liabilities		(210	)
Operating lease liability		(1,734	)
Other liabilities		(3,104	)
Net identifiable assets acquired		23,958
Goodwill		2,753
Total purchase price	$	26,711

Summary of Pro forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations for the years ended June 30, 2025 and 2024 assumes that the acquisition of Pinehurst occurred as of July 1, 2023 (in thousands):


	Year Ended June 30,
	2025		2024
Revenues	$	11,003,825	$	9,739,962
Net income	$	17,552	$	66,048

The above pro forma supplemental information does not purport to be indicative of what the Company's operations would have been had the acquisition occurred on July 1, 2023, and should not be considered indicative of future operating results. The Company believes the assumptions used provide a reasonable basis for reflecting the significant pro forma effects directly attributable to the acquisition of Pinehurst. The unaudited pro forma information accounts for: (i) the elimination of transactions between the Company and Pinehurst, and (ii) adjustments to the amortization expense resulting from the estimated fair value of the acquired finite-lived intangible assets, acquisition costs, compensation expenses, remeasurement losses, and the resulting impact to the income tax provision.

AMS

Description Of Business [Line Items]

Schedule of Business Acquisitions, Purchase Price and Fair values of Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of AMS as of the acquisition date (in thousands):


Cash	$	50,958
Pre-existing equity method investment		6,318
Contingent consideration		5,900
Settlement of pre-existing liabilities due to A-Mark		13,911
Total purchase price	$	77,087

Cash	$	1,172
Receivables, net		10,755
Inventories		28,708
Other current assets		1,602
Property, plant, and equipment, net		12,306
Operating lease right of use asset		511
Trade names		5,000
Existing customer relationships		28,000
Other assets		135
Total identifiable assets acquired		88,189
Accounts payable and other payables		(3,962	)
Deferred revenue and other advances		(2,426	)
Accrued liabilities		(6,680	)
Operating lease liability		(514	)
Other liabilities		(9,642	)
Net identifiable assets acquired		64,965
Goodwill		12,122
Total purchase price	$	77,087

Summary of Pro forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations for the years ended June 30, 2025 and 2024 assumes that the acquisition of AMS occurred as of July 1, 2023 (in thousands):


	Year Ended June 30,
	2025			2024
Revenues	$	11,092,466		$	9,885,444
Net (loss) income	$	(2,393	)	$	56,910

The above pro forma supplemental information does not purport to be indicative of what the Company's operations would have been had the transaction occurred on July 1, 2023, and should not be considered indicative of future operating results. The Company believes the assumptions used provide a reasonable basis for reflecting the significant pro forma effects directly attributable to the acquisition of AMS. The unaudited pro forma information accounts for: (i) the elimination of transactions between the Company and AMS and (ii) adjustments to the amortization expense resulting from the estimated fair value of the acquired finite-lived intangible assets, acquisition costs, cash and share-based compensation expense, remeasurement gains, and the resulting impact to the income tax provision.

SGB

Description Of Business [Line Items]

Schedule of Business Acquisitions, Purchase Price and Fair values of Assets Acquired and Liabilities Assumed

The following table summarizes the purchase price recorded and fair values of assets acquired and liabilities assumed through our acquisition of a controlling interest in SGB as of the acquisition date (in thousands):


Cash	$	9,600
Pre-existing equity method investment		56,848
Option to acquire additional equity interest		2,300
Noncontrolling interests		50,652
Settlement of pre-existing payables due to A-Mark		9,418
Total purchase price	$	128,818

Cash	$	10,203
Receivables, net		10,968
Inventories		45,936
Other current assets		2,246
Property, plant, and equipment, net		2,071
Trade names		6,512
Existing customer relationships		13,000
Developed technology		9,300
Other long-term assets		5,809
Total identifiable assets acquired		106,045
Product financing arrangements		(24,372	)
Accounts payable and other payables		(7,205	)
Deferred revenue and other advances		(5,085	)
Accrued liabilities		(1,231	)
Notes payable		(8,367	)
Deferred tax liability		(6,624	)
Other liabilities		(2,303	)
Net identifiable assets acquired		50,858
Goodwill		77,960
Total purchase price	$	128,818

Summary of Pro forma Consolidated Results of Operations

The following unaudited pro forma consolidated results of operations for the years ended June 30, 2024 and 2023 assumes that the acquisition of a controlling interest in SGB occurred as of July 1, 2022 (in thousands):


	Year Ended June 30,
	2024		2023
Revenues	$	9,765,669	$	9,417,104
Net income	$	46,052	$	181,458