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0001591588falseA-Mark Precious Metals, Inc.00015915882024-08-292024-08-29

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2024

 

 

img205907127_0.jpg 

A-MARK PRECIOUS METALS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36347

11-2464169

(State or Other Jurisdiction
of Incorporation or organization)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2121 Rosecrans Ave, Suite 6300

 

El Segundo, California

 

90245

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (310) 587-1477

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.01 par value

 

AMRK

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

 


Item 2.02. Results of Operations and Financial Condition.

On August 29, 2024, A-Mark Precious Metals, Inc. (the “Company”) issued a press release regarding the Company’s preliminary financial results for its fiscal fourth quarter and year ended June 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit

 

Description

99.1

 

Press Release issued by A-Mark Precious Metals, Inc., dated August 29, 2024.

104

 

Inline XBRL for the cover page of this Current Report on Form 8-K.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

A-MARK PRECIOUS METALS, INC.

 

 

 

 

Date:

August 30, 2024

By:

/s/ Carol Meltzer

 

 

Name:

Title:

Carol Meltzer
General Counsel and Secretary

 

 


EX-99.1 2 amrk-ex99_1.htm EX-99.1 EX-99.1

img263701728_0.jpg 

Exhibit 99.1

 

A-Mark Precious Metals Reports Preliminary Fiscal Fourth Quarter and Preliminary Full Year 2024 Results

$9.7 Billion of Revenues for Full Year 2024

Preliminary Full Year 2024 Diluted Earnings per Share of $2.75

($2.15 Excluding $14.4 Million Estimated Preliminary Remeasurement Gain)

 

Company Reaffirms Regular Quarterly Cash Dividend of $0.20 per share

Credit Facility Amended Increasing Revolving Commitment to $422.5 Million

 

El Segundo, CA – August 29, 2024 – A-Mark Precious Metals, Inc. (NASDAQ: AMRK), a leading fully integrated precious metals platform, reported preliminary results for the fiscal fourth quarter and full year ended June 30, 2024. The Company has not yet concluded its review of the valuation and related purchase accounting surrounding the increase in its investment in Silver Gold Bull, Inc. (“SGB”). The results presented include an estimate, which management believes is reasonable, of the amount of any remeasurement gain associated with the SGB transaction. The remeasurement gain may be adjusted once the Company finalizes its review, but management does not expect any such adjustment to exceed $5 million. Such adjustment, if it occurs, would be reflected in the Company’s income statement and corresponding balance sheet items. The remeasurement gain is a non-cash item, relates solely to the accounting treatment for the acquisition of a controlling interest in SGB, has no impact on taxes and is not related to the Company’s operating results.

 

Management Commentary

 

“Our fiscal year 2024 results demonstrate the continued strength and adaptability of our fully-integrated platform to generate profitable results even during slower market conditions,” said CEO Greg Roberts. “Despite the less favorable macro-economic environment and the softened demand compared with last fiscal year, we delivered preliminary earnings of $2.75 per diluted share and generated $104.2 million in preliminary non-GAAP EBITDA. Excluding an estimated preliminary $14.4 million remeasurement gain resulting from our incremental investment in SGB, our diluted earnings per share was $2.15 and our estimated preliminary non-GAAP EBITDA was $89.9 million. We also ended the year with over 3 million Direct-to-Consumer customers, reflecting the benefits of our strategic investments.

“Our fourth quarter results improved from the previous quarter with a 23% increase in gross profit and diluted earnings per share of $0.60, excluding the estimated preliminary remeasurement gain, compared with $0.21 in the prior quarter.

“Reflecting on the full year, I am pleased with our numerous accomplishments. During the year, we made significant strides in our international growth strategy with our acquisition of LPM Group Limited (“LPM”) and expansion into Asia and increased investment resulting in a controlling interest in SGB, a leading online precious metals retailer in Canada. We also augmented our asset portfolio through JM Bullion’s acquisition of the gold.com domain. We also repaid our Notes Payable from our $100 million Asset Backed Securitization and amended our Trading Credit Facility resulting in increased liquidity. Finally, we continued to create additional value for our stockholders through our repurchase of $22.4 million of our common stock during the year.

 


 

 

“Looking ahead to fiscal 2025, we continue to evaluate opportunities to further expand our market reach to enhance stockholder value. We are currently advancing the logistics automation initiatives at our A-Mark Global Logistics (AMGL) facility in Las Vegas which will support increased volume while lowering operational costs. We are also developing plans to broaden our reach in Asia, including establishing a trading hub in Singapore. We remain optimistic that our proven business model will allow us to sustain profitability and generate value for our shareholders over the long term.”

Fiscal Fourth Quarter 2024 Operational Highlights

Gold ounces sold in the three months ended June 30, 2024 decreased 45% to 448,000 ounces from 814,000 ounces for the three months ended June 30, 2023, and increased 0.4% from 446,000 ounces for the three months ended March 31, 2024

Silver ounces sold in the three months ended June 30, 2024 decreased 44% to 25.4 million ounces from 45.3 million ounces for the three months ended June 30, 2023, and decreased 1% from 25.7 million ounces for the three months ended March 31, 2024

As of June 30, 2024, the number of secured loans decreased 33% to 588 from 882 as of June 30, 2023, and decreased 13% from 675 as of March 31, 2024

Direct-to-Consumer new customers for the three months ended June 30, 2024 increased 530% to 570,300 from 90,400 for the three months ended June 30, 2023, and increased 908% from 56,600 for the three months ended March 31, 2024. For the three-month periods ended June 30, 2024 and June 30, 2023, approximately 92% and 32% of the new customers were attributable to the acquisition of a controlling interest in SGB and the acquired customer list of BullionMax, respectively

Direct-to-Consumer active customers for the three months ended June 30, 2024 decreased 14% to 114,600 from 133,800 for the three months ended June 30, 2023, and decreased 9% from 126,000 for the three months ended March 31, 2024

Direct-to-Consumer average order value for the three months ended June 30, 2024 decreased $398, or 12% to $2,890 from $3,288 for the three months ended June 30, 2023, and increased $757, or 35% from $2,133 for the three months ended March 31, 2024

JM Bullion’s average order value for the three months ended June 30, 2024 decreased $316, or 11% to $2,639 from $2,955 for the three months ended June 30, 2023, and increased $636, or 32% from $2,003 for the three months ended March 31, 2024

 

 

 

 

2


 

 

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

 

2023

 

 

Selected Operating and Financial Metrics:

 

 

Gold ounces sold (1)

 

448,000

 

 

814,000

 

Silver ounces sold (2)

 

25,421,000

 

 

45,273,000

 

Number of secured loans at period end (3)

 

588

 

 

882

 

Secured loans receivable at period end

 

$

113,067,000

 

$

100,620,000

 

 

Direct-to-Consumer ("DTC") number of new customers (4)

 

570,300

 

 

90,400

 

Direct-to-Consumer number of active customers (5)

 

114,600

 

 

133,800

 

Direct-to-Consumer number of total customers (6)

 

3,066,800

 

 

2,348,300

 

Direct-to-Consumer average order value ("AOV") (7)

$

2,890

 

$

3,288

 

JM Bullion ("JMB") average order value (8)

$

2,639

 

$

2,955

 

CyberMetals number of new customers (9)

 

1,500

 

 

5,200

 

CyberMetals number of active customers (10)

 

1,900

 

 

1,700

 

CyberMetals number of total customers (11)

 

29,600

 

 

22,400

 

CyberMetals customer assets under management at period end (12)

$

7,300,000

 

$

6,500,000

 

 

 

 

 

(1) Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(2) Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

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

(4) DTC number of new customers represents the number of customers that have registered or set up a new account or made a purchase for the first time during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(5) DTC number of active customers represents the number of customers that have made a purchase during any month during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(6) DTC number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(7) DTC AOV represents the average dollar value of product orders (excluding accumulation program orders) delivered to the customer during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(8) JMB AOV represents the average dollar value of product orders delivered to JMB's customers during the period.

(9) CyberMetals number of new customers represents the number of customers that have registered or set up a new account or have made a purchase for the first time during the period on the CyberMetals platform.

(10) CyberMetals number of active customers represents the number of customers that have made a purchase during any month during the period from the CyberMetals platform.

(11) CyberMetals number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past from the CyberMetals platform.

(12) CyberMetals customer assets under management represents the total value of assets managed by the Company on behalf of CyberMetals customers.

 

 

 

 

 

3


 

 

 

 

 

Three Months Ended

 

 

 

June 30, 2024

 

 

 

March 31, 2024

 

 

Selected Operating and Financial Metrics:

 

 

Gold ounces sold (1)

 

448,000

 

 

446,000

 

Silver ounces sold (2)

 

25,421,000

 

 

25,722,000

 

Number of secured loans at period end (3)

 

588

 

 

675

 

Secured loans receivable at period end

 

$

113,067,000

 

$

115,645,000

 

 

Direct-to-Consumer ("DTC") number of new customers (4)

 

570,300

 

 

56,600

 

Direct-to-Consumer number of active customers (5)

 

114,600

 

 

126,000

 

Direct-to-Consumer number of total customers (6)

 

3,066,800

 

 

2,496,500

 

Direct-to-Consumer average order value ("AOV") (7)

$

2,890

 

$

2,133

 

JM Bullion ("JMB") average order value (8)

$

2,639

 

$

2,003

 

CyberMetals number of new customers (9)

 

1,500

 

 

1,900

 

CyberMetals number of active customers (10)

 

1,900

 

 

1,900

 

CyberMetals number of total customers (11)

 

29,600

 

 

28,100

 

CyberMetals customer assets under management at period end (12)

$

7,300,000

 

$

6,800,000

 

 

 

 

 

(1) Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(2) Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

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

(4) DTC number of new customers represents the number of customers that have registered or set up a new account or made a purchase for the first time during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(5) DTC number of active customers represents the number of customers that have made a purchase during any month during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(6) DTC number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(7) DTC AOV represents the average dollar value of product orders (excluding accumulation program orders) delivered to the customer during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(8) JMB AOV represents the average dollar value of product orders delivered to JMB's customers during the period.

(9) CyberMetals number of new customers represents the number of customers that have registered or set up a new account or have made a purchase for the first time during the period on the CyberMetals platform.

(10) CyberMetals number of active customers represents the number of customers that have made a purchase during any month during the period from the CyberMetals platform.

(11) CyberMetals number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past from the CyberMetals platform.

(12) CyberMetals customer assets under management represents the total value of assets managed by the Company on behalf of CyberMetals customers.

 

Fiscal Full Year 2024 Operational Highlights

 

Gold ounces sold in the fiscal year ended June 30, 2024 decreased 31% to 1,839,000 ounces compared to 2,667,000 in the fiscal year ended June 30, 2023

Silver ounces sold in the fiscal year ended June 30, 2024 decreased 31% to 108.1 million ounces from 156.2 million ounces in the fiscal year ended June 30, 2023

Direct-to-Consumer new customers for the fiscal year ended June 30, 2024 increased 114% to 718,500 from 335,300 for the fiscal year ended June 30, 2023. Approximately 73% of the new customers in fiscal year 2024 were attributable to the acquisition of a controlling interest in SGB, and 31% of the new customers in fiscal year 2023 were attributable to the acquired customer lists of BGASC and BullionMax
Direct-to-Consumer active customers for the fiscal year ended June 30, 2024 increased 1% to 483,400 from 476,300 for the fiscal year ended June 30, 2023 Direct-to-Consumer average order value for the fiscal year ended June 30, 2024 decreased $199, or 8% to $2,407 from $2,606 for the fiscal year ended June 30, 2023

 

4


 

 

JM Bullion’s average order value for the fiscal year ended June 30, 2024 decreased $167, or 7% to $2,223 from $2,390 for the fiscal year ended June 30, 2023

 

 

 

Year Ended June 30,

 

 

 

2024

 

 

 

2023

 

 

Selected Operating and Financial Metrics:

 

 

Gold ounces sold (1)

 

1,839,000

 

 

2,667,000

 

Silver ounces sold (2)

 

108,096,000

 

 

156,233,000

 

Number of secured loans at period end (3)

 

588

 

 

882

 

Secured loans receivable at period end

 

$

113,067,000

 

$

100,620,000

 

 

Direct-to-Consumer ("DTC") number of new customers (4)

 

718,500

 

 

335,300

 

Direct-to-Consumer number of active customers (5)

 

483,400

 

 

476,300

 

Direct-to-Consumer number of total customers (6)

 

3,066,800

 

 

2,348,300

 

Direct-to-Consumer average order value ("AOV") (7)

$

2,407

 

$

2,606

 

JM Bullion ("JMB") average order value (8)

$

2,223

 

$

2,390

 

CyberMetals number of new customers (9)

 

7,200

 

 

16,500

 

CyberMetals number of active customers (10)

 

8,100

 

 

4,800

 

CyberMetals number of total customers (11)

 

29,600

 

 

22,400

 

CyberMetals customer assets under management at period end (12)

$

7,300,000

 

$

6,500,000

 

 

 

 

 

(1) Gold ounces sold represents the ounces of gold product sold and delivered to the customer during the period, excluding ounces of gold recorded on forward contracts. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(2) Silver ounces sold represents the ounces of silver product sold and delivered to the customer during the period, excluding ounces of silver recorded on forward contracts. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

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

(4) DTC number of new customers represents the number of customers that have registered or set up a new account or made a purchase for the first time during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(5) DTC number of active customers represents the number of customers that have made a purchase during any month during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(6) DTC number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(7) DTC AOV represents the average dollar value of product orders (excluding accumulation program orders) delivered to the customer during the period within the Direct-to-Consumer segment. SGB's metrics are included after the Company acquired a controlling interest on June 21, 2024.

(8) JMB AOV represents the average dollar value of product orders delivered to JMB's customers during the period.

(9) CyberMetals number of new customers represents the number of customers that have registered or set up a new account or have made a purchase for the first time during the period on the CyberMetals platform.

(10) CyberMetals number of active customers represents the number of customers that have made a purchase during any month during the period from the CyberMetals platform.

(11) CyberMetals number of total customers represents the aggregate number of customers that have registered or set up an account or have made a purchase in the past from the CyberMetals platform.

(12) CyberMetals customer assets under management represents the total value of assets managed by the Company on behalf of CyberMetals customers.

 

 

 

 

5


 

 

Fiscal Fourth Quarter 2024 Financial Highlights

Revenues for the three months ended June 30, 2024 decreased 19% to $2.52 billion from $3.12 billion for the three months ended June 30, 2023 and decreased 3% from $2.61 billion for the three months ended March 31, 2024. Excluding an increase of $47.0 million of forward sales, our revenues decreased $641.4 million, or 28% compared to the prior year fiscal fourth quarter. Excluding a decrease of $347.4 million of forward sales, our revenues increased $261.7 million, or 19% compared to the prior quarter

Gross profit for the three months ended June 30, 2024 decreased 45% to $43.0 million from $78.6 million for the three months ended June 30, 2023 and increased 23% from $34.8 million for the three months ended March 31, 2024

Gross profit margin for the three months ended June 30, 2024 decreased to 1.70% of revenue from 2.52% of revenue for the three months ended June 30, 2023, and increased from 1.33% of revenue in the three months ended March 31, 2024

Net income attributable to the Company for the three months ended June 30, 2024 decreased 32% to $28.6 million from $41.8 million for the three months ended June 30, 2023, and increased 471% from $5.0 million for the three months ended March 31, 2024. Net income attributable to the Company for the three months ended June 30, 2024 included an estimated $14.4 million remeasurement gain in connection with the acquisition of a controlling interest in SGB, which is preliminary and subject to change

Diluted earnings per share totaled $1.20 for the three months ended June 30, 2024, a 30% decrease compared to $1.71 for the three months ended June 30, 2023, and increased 471% from $0.21 for the three months ended March 31, 2024. Excluding the impact of the estimated preliminary remeasurement gain, diluted earnings per share for the three months ended June 30, 2024 was $0.60

Adjusted net income before provision for income taxes, depreciation, amortization, acquisition costs, remeasurement gains or losses, and contingent consideration fair value adjustments (“Adjusted net income before provision for income taxes” or “Adjusted net income”), a non-GAAP financial performance measure, for the three months ended June 30, 2024 decreased 66% to $20.1 million from $59.1 million for the three months ended June 30, 2023, and increased 73% from $11.6 million for the three months ended March 31, 2024

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), a non-GAAP liquidity measure, for the three months ended June 30, 2024 decreased 42% to $36.1 million from $61.8 million for the three months ended June 30, 2023, and increased 186% from $12.6 million for the three months ended March 31, 2024. Excluding the impact of the estimated preliminary remeasurement gain, preliminary EBITDA for the three months ended June 30, 2024 was $21.7 million

 

6


 

 

 

 

Three Months Ended June 30,

 

 

 

2024

 

 

 

2023

 

 

 

 

(in thousands, except Earnings per Share)

 

 

 

 

 

 

 

 

 

 

 

Selected Key Financial Statement Metrics:

 

 

 

 

 

 

 

 

Revenues

 

$

2,524,955

 

$

3,119,355

 

 

Gross profit

 

$

42,971

 

$

78,610

 

 

Depreciation and amortization expense

 

$

(2,845

)

$

(2,741

)

 

Net income attributable to the Company(2)

 

$

28,640

 

$

41,834

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

Basic(2)

 

$

1.25

 

 

 

$

1.80

 

 

Diluted(2)

 

$

1.20

 

 

 

$

1.71

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Measures (1):

 

 

 

 

 

 

 

 

Adjusted net income before provision for income taxes

 

$

20,144

 

 

 

$

59,084

 

 

EBITDA(2)

 

$

36,080

 

 

 

$

61,844

 

 

 

 

 

 

 

 

 

 

 

(1) See Reconciliation of U.S. GAAP to Non-GAAP Measures on pages 21-23

 

 

(2) Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

 

 

Three Months Ended

 

 

 

June 30, 2024

 

 

 

March 31, 2024

 

 

 

 

(in thousands, except Earnings per Share)

 

 

 

 

 

 

 

 

 

 

 

Selected Key Financial Statement Metrics:

 

 

 

 

 

 

 

 

Revenues

 

$

2,524,955

 

$

2,610,651

 

 

Gross profit

 

$

42,971

 

$

34,838

 

 

Depreciation and amortization expense

 

$

(2,845

)

$

(2,949

)

 

Net income attributable to the Company(2)

 

$

28,640

 

$

5,013

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

Basic(2)

 

$

1.25

 

 

 

$

0.22

 

 

Diluted(2)

 

$

1.20

 

 

 

$

0.21

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Measures (1):

 

 

 

 

 

 

 

 

Adjusted net income before provision for income taxes

 

$

20,144

 

 

 

$

11,611

 

 

EBITDA(2)

 

$

36,080

 

 

 

$

12,614

 

 

 

 

 

 

 

 

 

 

 

(1) See Reconciliation of U.S. GAAP to Non-GAAP Measures on pages 21-23

 

 

(2) Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

 

 

7


 

 

Fiscal Full Year 2024 Financial Highlights

 

Revenues for the fiscal year ended June 30, 2024 increased 4% to $9.70 billion from $9.29 billion for the fiscal year ended June 30, 2023. Excluding an increase of $1.6 billion of forward sales, our revenues decreased $1.1 billion, or 17%

Gross profit for the fiscal year ended June 30, 2024 decreased 41% to $173.3 million from $294.7 million for the fiscal year ended June 30, 2023

Gross profit margin for the fiscal year ended June 30, 2024 decreased to 1.79% of revenue from 3.17% of revenue for the fiscal year ended June 30, 2023

Net income attributable to the Company for the fiscal year ended June 30, 2024 decreased 58% to $66.2 million from $156.4 million for the fiscal year ended June 30, 2023. Net income attributable to the Company for the fiscal year ended June 30, 2024 included an estimated $14.4 million remeasurement gain in connection with the acquisition of a controlling interest in SGB, which is preliminary and subject to change

Diluted earnings per share totaled $2.75 for the fiscal year ended June 30, 2024, a 57% decrease compared to $6.34 for the fiscal year ended June 30, 2023. Excluding the impact of the estimated preliminary remeasurement gain, diluted earnings per share for the fiscal year ended June 30, 2024 was $2.15

Adjusted net income for the fiscal year ended June 30, 2024 decreased 63% to $80.3 million from $216.0 million for the fiscal year ended June 30, 2023

EBITDA for the fiscal year ended June 30, 2024 decreased 54% to $104.2 million from $225.0 million for the fiscal year ended June 30, 2023. Excluding the impact of the estimated preliminary remeasurement gain, preliminary EBITDA for the fiscal year ended June 30, 2024 was $89.9 million

 

 

8


 

 

 

 

Year Ended June 30,

 

 

 

2024

 

 

 

2023

 

 

 

 

(in thousands, except Earnings per Share)

 

 

 

 

 

 

 

 

 

 

 

Selected Key Financial Statement Metrics:

 

 

 

 

 

 

 

 

Revenues

 

$

9,699,039

 

$

9,286,561

 

 

Gross profit

 

$

173,255

 

$

294,669

 

 

Depreciation and amortization expense

 

$

(11,397

)

$

(12,525

)

 

Net income attributable to the Company(2)

 

$

66,246

 

$

156,360

 

 

 

 

 

 

 

 

 

 

 

Earnings per Share:

 

 

 

 

 

 

 

 

Basic(2)

 

$

2.87

 

$

6.68

 

 

Diluted(2)

 

$

2.75

 

$

6.34

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Measures (1):

 

 

 

 

 

 

 

 

Adjusted net income before provision for income taxes

 

$

80,262

 

 

 

$

215,980

 

 

EBITDA(2)

 

$

104,238

 

 

 

$

224,992

 

 

 

 

 

 

 

 

 

 

 

(1) See Reconciliation of U.S. GAAP to Non-GAAP Measures on pages 21-23

 

 

(2) Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

Fiscal Fourth Quarter 2024 Financial Summary

Revenues decreased 19% to $2.52 billion from $3.12 billion in the same year-ago quarter. Excluding an increase of $47.0 million of forward sales, our revenues decreased $641.4 million, or 28%, which was due to a decrease in gold and silver ounces sold, partially offset by higher average selling prices of gold and silver.

The Direct-to-Consumer segment contributed 17% and 19% of the consolidated revenue in the fiscal fourth quarters of 2024 and 2023, respectively. JMB’s revenue represented 15% of the consolidated revenues for the fiscal fourth quarter of 2024 compared with 17% for the prior year fiscal fourth quarter.

Gross profit decreased 45% to $43.0 million (1.70% of revenue) from $78.6 million (2.52% of revenue) in the same year-ago quarter. The decrease was due to lower gross profits earned from both the Wholesale Sales & Ancillary Services and Direct-to-Consumer segments. The Direct-to-Consumer segment contributed 51% and 60% of the consolidated gross profit in the fiscal fourth quarters of 2024 and 2023, respectively. Gross profit contributed by JMB represented 42% of the consolidated gross profit in the fiscal fourth quarter of 2024 and 49% of the consolidated gross profit for the prior year fiscal fourth quarter.

Selling, general, and administrative (“SG&A”) expenses decreased 1% to $22.7 million from $22.8 million in the same year-ago quarter. The overall decrease was primarily due to a decrease in compensation expense (including performance-based accruals) of $1.1 million, a decrease in advertising costs of $0.3 million, partially offset by an increase in insurance costs of $0.6 million, an increase in consulting and professional fees of $0.5 million, and an increase in information technology costs of $0.2 million. SG&A expenses for the three months ended June 30, 2024 include $1.8 million of expenses incurred by LPM and SGB.

Depreciation and amortization expense increased 4% to $2.8 million from $2.7 million in the same year-ago quarter. The increase was primarily due to $0.4 million of amortization expense related to intangible assets acquired through our acquisitions of LPM and a controlling interest in SGB, a $0.2 million increase in depreciation expense related to our property, plant, and equipment, partially offset by a $0.5 million decrease in JMB’s intangible asset amortization expense.

 

9


 

 

Interest income increased 33% to $8.1 million from $6.1 million in the same year-ago quarter. The increase in interest income was primarily due to an increase in other finance product income of $1.6 million and an increase in interest income earned by our Secured Lending segment of $0.4 million.

Interest expense increased 8% to $9.6 million from $8.9 million in the same year-ago quarter. The increase in interest expense was primarily driven by an increase of $1.5 million associated with our Trading Credit Facility due to an increase in interest rates as well as increased borrowings, an increase of $0.6 million related to product financing arrangements, partially offset by a decrease of $1.4 million related to the AMCF Notes (including amortization of debt issuance costs) due to their repayment in December 2023.

Earnings from equity method investments decreased 86% to $0.8 million from $5.3 million in the same year-ago quarter. The decrease was due to decreased earnings of our equity method investees.

Net income attributable to the Company totaled $28.6 million or $1.20 per diluted share, compared to net income of $41.8 million or $1.71 per diluted share in the same year-ago quarter. Net income attributable to the Company for the three months ended June 30, 2024 included an estimated $14.4 million remeasurement gain in connection with the acquisition of a controlling interest in SGB, which is preliminary and subject to change. Excluding the impact of the estimated preliminary remeasurement gain, diluted earnings per share for the three months ended June 30, 2024 was $0.60.

Adjusted net income for the three months ended June 30, 2024 totaled $20.1 million, a 66% decrease compared to $59.1 million in the same year-ago quarter. The decrease was principally due to lower net income before provision for income taxes.

EBITDA for the three months ended June 30, 2024 totaled $36.1 million, a 42% decrease compared to $61.8 million in the same year-ago quarter. The decrease was principally due to lower net income of $13.3 million, lower income tax expense of $11.3 million, and higher interest income of $2.0 million. Excluding the impact of the estimated preliminary remeasurement gain, preliminary EBITDA for the three months ended June 30, 2024 was $21.7 million.

 

Fiscal Full Year 2024 Financial Summary

Revenues increased 4% to $9.70 billion from $9.29 billion in the prior fiscal year. Excluding an increase of $1.6 billion of forward sales, our revenues decreased $1.1 billion, or 17%, which was due to a decrease in gold and silver ounces sold, partially offset by higher average selling prices of gold and silver.

The Direct-to-Consumer segment contributed 15% and 22% of the consolidated revenue in the fiscal year ended June 30, 2024 and 2023, respectively. JMB's revenue represented 14% and 19% of the Company's consolidated revenue for the fiscal years ended June 30, 2024 and 2023, respectively.

Gross profit decreased 41% to $173.3 million (1.79% of revenue) in fiscal year 2024 from $294.7 million (3.17% of revenue) in the prior year. The decrease was due to lower gross profits earned from both the Wholesale Sales & Ancillary Services and Direct-to-Consumer segments. The Direct-to-Consumer segment contributed 48% and 57% of the consolidated gross profit in fiscal year 2024 and 2023, respectively. Gross profit contributed by JMB represented 41% and 49% of the consolidated gross profit during the fiscal year ended June 30, 2024 and 2023, respectively.

 

10


 

 

Selling, general and administrative expenses increased 5% to $89.8 million from $85.3 million in the prior fiscal year. The increase was primarily due to an increase in consulting and professional fees of $5.3 million, an increase in information technology costs of $1.0 million, partially offset by a decrease in insurance costs of $0.9 million, a decrease in compensation expense (including performance-based accruals) of $0.7 million, and a decrease in advertising costs of $0.7 million. Fiscal year 2024 SG&A expenses include $2.3 million of expenses incurred by LPM and SGB.

Depreciation and amortization expense decreased 9% to $11.4 million from $12.5 million in fiscal year 2023. The decrease was primarily due to a $2.2 million decrease in JMB’s intangible asset amortization expense, partially offset by a $0.6 million increase in depreciation expense related to our property, plant and equipment, and $0.5 million of amortization expense related to intangible assets acquired through our acquisition of LPM and a controlling interest in SGB.

Interest income increased 22% to $27.2 million from $22.2 million in the prior fiscal year. The increase was primarily due to an increase in other finance product income of $3.2 million and an increase in interest income earned by our Secured Lending segment of $1.7 million.

Interest expense increased 25% to $39.5 million from $31.5 million in fiscal year 2023. The increase in interest expense was primarily driven by an increase of $8.4 million associated with our Trading Credit Facility due to an increase in interest rates as well as increased borrowings, an increase of $3.0 million related to product financing arrangements, partially offset by a decrease of $3.2 million related to the AMCF Notes (including amortization of debt issuance costs) due to their repayment in December 2023, and a $0.5 million decrease in loan servicing fees.

Earnings from equity method investments decreased 68% to $4.0 million from $12.6 million in the prior fiscal year. The decrease was due to decreased earnings of our equity method investees.

Net income attributable to the Company totaled $66.2 million or $2.75 per diluted share, compared to net income attributable to the Company of $156.4 million or $6.34 per diluted share in the prior fiscal year. Net income attributable to the Company for fiscal year 2024 included an estimated $14.4 million remeasurement gain in connection with the acquisition of a controlling interest in SGB, which is preliminary and subject to change. Excluding the impact of the estimated preliminary remeasurement gain, diluted earnings per share for fiscal year 2024 was $2.15.

Adjusted net income for the fiscal year ended June 30, 2024 totaled $80.3 million, a decrease of 63% compared to $216.0 million in the prior fiscal year. The decrease was principally due to lower net income before provision for income taxes.

EBITDA for fiscal year 2024 totaled $104.2 million, a decrease of $120.8 million or 54% compared to $225.0 million in the prior fiscal year. The decrease was principally due to lower net income of $90.0 million, lower income tax expense of $32.7 million, higher interest expense of $8.0 million, and higher interest income of $4.9 million. Excluding the impact of the estimated preliminary remeasurement gain, preliminary EBITDA for the fiscal year ended June 30, 2024 was $89.9 million.

 

Quarterly Cash Dividend Policy

A-Mark’s Board of Directors has re-affirmed its previously announced regular quarterly cash dividend policy of $0.20 per common share ($0.80 per share on an annual basis). The Company paid a $0.20 quarterly cash dividend on July 31, 2024 to stockholders of record as of July 18, 2024. It is expected that the next quarterly dividend will be paid in October 2024. The declaration of regular cash dividends in the future is subject to the determination each quarter by the Board of Directors, based on a number of factors, including the Company’s financial performance, available cash resources, cash requirements and alternative uses of cash and applicable bank covenants.

 

11


 

 

Conference Call

A-Mark will hold a conference call today (August 29, 2024) to discuss these financial results. A-Mark management will host the call at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) followed by a question-and-answer period. To participate, please call the conference telephone number 10 minutes before the start time and ask for the A-Mark Precious Metals conference call.

Webcast: https://www.webcaster4.com/Webcast/Page/2867/50962

U.S. dial-in number: 1-888-506-0062

International number: 1-973-528-0011

Participant Access Code: 483401

The call will also be broadcast live and available for replay on the Investor Relations section of A-Mark’s website at ir.amark.com. If you have any difficulty connecting with the conference call or webcast, please contact A-Mark’s investor relations team at 1-949-574-3860.

A replay of the call will be available after 7:30 p.m. Eastern time through September 12, 2024.

Toll-free replay number: 1-877-481-4010

International replay number: 1-919-882-2331

Participant Access Code: 50962
 

 

 

 

12


 

 

About A-Mark Precious Metals

Founded in 1965, A-Mark Precious Metals, Inc. is a leading fully integrated precious metals platform that offers an array of gold, silver, platinum, palladium, and copper bullion, numismatic coins, and related products to wholesale and retail customers via a portfolio of channels. The company conducts its operations through three complementary segments: Wholesale Sales & Ancillary Services, Direct-to-Consumer, and Secured Lending. The company’s global customer base spans sovereign and private mints, manufacturers and fabricators, refiners, dealers, financial institutions, industrial users, investors, collectors, e-commerce customers, and other retail customers.

A-Mark’s Wholesale Sales & Ancillary Services segment distributes and purchases precious metal products from sovereign and private mints. As a U.S. Mint-authorized purchaser of gold, silver, and platinum coins since 1986, A-Mark purchases bullion products directly from the U.S. Mint for sale to customers. A-Mark also has longstanding distributorships with other sovereign mints, including Australia, Austria, Canada, China, Mexico, South Africa, and the United Kingdom. The company sells more than 200 different products to e-commerce retailers, coin and bullion dealers, financial institutions, brokerages, and collectors. In addition, A-Mark sells precious metal products to industrial users, including metal refiners, manufacturers, and electronic fabricators.

Located in the heart of Hong Kong’s Central Financial District, A-Mark’s consolidated subsidiary, LPM Group Limited (LPM), is one of Asia’s largest precious metals dealers. LPM offers a wide selection of products to its wholesale customers, through its showroom and 24/7 online trading platform, including recently released silver coins, gold bullion, certified coins, and the latest collectible numismatic issues.

Through its A-M Global Logistics subsidiary, A-Mark provides its customers with a range of complementary services, including managed storage options for precious metals as well as receiving, handling, inventorying, processing, packaging, and shipping of precious metals and coins on a secure basis. A-Mark’s mint operations, which are conducted through its wholly owned subsidiary Silver Towne Mint, enable the company to offer customers a wide range of proprietary coin and bar offerings and, during periods of market volatility when the availability of silver bullion from sovereign mints is often product constrained, preferred product access.

A-Mark’s Direct-to-Consumer segment operates as an omni-channel retailer of precious metals, providing access to a multitude of products through its wholly owned subsidiaries, JM Bullion and Goldline. JMB owns and operates numerous websites targeting specific niches within the precious metals retail market, including JMBullion.com, ProvidentMetals.com, Silver.com, CyberMetals.com, GoldPrice.org, SilverPrice.org, BGASC.com, BullionMax.com, and Gold.com. Goldline markets precious metals directly to the investor community through various channels, including television, radio, and telephonic sales efforts. A-Mark is the majority owner of Silver Gold Bull, a leading online precious metals retailer in Canada, and also holds minority ownership interests in three additional direct-to-consumer brands.

The company operates its Secured Lending segment through its wholly owned subsidiary, Collateral Finance Corporation (CFC). Founded in 2005, CFC is a California licensed finance lender that originates and acquires loans secured by bullion and numismatic coins. Its customers include coin and precious metal dealers, investors, and collectors.

A-Mark is headquartered in El Segundo, CA and has additional offices and facilities in the neighboring Los Angeles area as well as in Dallas, TX, Las Vegas, NV, Winchester, IN, Vienna, Austria, and Hong Kong. For more information, visit www.amark.com.

A-Mark periodically provides information for investors on its corporate website, www.amark.com, and its investor relations website, ir.amark.com. This includes press releases and other information about financial performance, reports filed or furnished with the SEC, information on corporate governance, and investor presentations.

 

13


 

 

Important Cautions Regarding Forward-Looking Statements

 

Statements in this press release that relate to future plans, objectives, expectations, performance, events and the like are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These include statements regarding expectations with respect to future profitability and growth, international expansion, operational enhancements, and the amount or timing of any future dividends. Future events, risks and uncertainties, individually or in the aggregate, could cause actual results or circumstances to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ include the following: the failure to execute the Company’s growth strategy, including the inability to identify suitable or available acquisition or investment opportunities; greater than anticipated costs incurred to execute this strategy; government regulations that might impede growth, particularly in Asia; the inability to successfully integrate recently acquired businesses; changes in the current international political climate, which historically has favorably contributed to demand and volatility in the precious metals markets but also has posed certain risks and uncertainties for the Company, particularly in recent periods; potential adverse effects of the current problems in the national and global supply chains; increased competition for the Company’s higher margin services, which could depress pricing; the failure of the Company’s business model to respond to changes in the market environment as anticipated; changes in consumer demand and preferences for precious metal products generally; potential negative effects that inflationary pressure may have on our business; the inability of the Company to expand capacity at Silver Towne Mint; the failure of our investee companies to maintain, or address the preferences of, their customer bases; general risks of doing business in the commodity markets; and the strategic, business, economic, financial, political and governmental risks and other Risk Factors described in in the Company’s public filings with the Securities and Exchange Commission.

The Company undertakes no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Use and Reconciliation of Non-GAAP Measures

 

In addition to presenting the Company’s financial results determined in accordance with U.S. GAAP, management believes the following non-GAAP measures are useful in evaluating the Company’s operating performance: “adjusted net income before provision for income taxes” and “earnings before interest, taxes, depreciation and amortization” (“EBITDA”). Management believes the “adjusted net income before provision for income taxes” non-GAAP financial performance measure assists investors and analysts by facilitating comparison of period-to-period operational performance on a consistent basis by excluding items that management does not believe are indicative of the Company’s core operating performance. The items excluded from this financial measure may have a material impact on the Company’s financial results. Certain of those items are non-recurring, while others are non-cash in nature. Management believes the EBITDA non-GAAP liquidity measure assists investors and analysts by facilitating comparison of our business operations before investing activities, interest, and income taxes with other publicly traded companies. Non-GAAP measures do not have standardized definitions and should be considered in addition to, and not as a substitute for or superior to, the comparable measures prepared in accordance with U.S. GAAP, and should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K to be filed with the SEC. Management encourages investors and others to review the Company’s financial information in its entirety and not to rely on any single financial or liquidity measure.

 

14


 

 

In the Company’s reconciliation from its reported U.S. GAAP “net income before provision for income taxes” to its non-GAAP “adjusted net income before provision for income taxes”, the Company eliminates the impact of the following five amounts: acquisition expenses; amortization expenses related to intangible assets acquired; depreciation expense; remeasurement gains or losses; and contingent consideration fair value adjustments. The Company’s reconciliations from its reported U.S. GAAP “net income before provision for income taxes” to its non-GAAP “adjusted net income before provision for income taxes”, and “net income” and “net cash provided by (used in) operating activities” to its non-GAAP “EBITDA” are provided below and are also included in the Company’s Annual Report on Form 10-K to be filed with the SEC for the fiscal year ended June 30, 2024.

 

Company Contact:

 

Steve Reiner, Executive Vice President, Capital Markets & Investor Relations

A-Mark Precious Metals, Inc.

1-310-587-1410

sreiner@amark.com

Investor Relations Contact:

 

Matt Glover or Greg Bradbury

Gateway Group, Inc.

1-949-574-3860

AMRK@gateway-grp.com



 

 

15


 

 

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except for share data)

 

 

 

June 30, 2024

 

 

June 30, 2023

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

48,636

 

 

$

39,318

 

Receivables, net

 

 

36,596

 

 

 

35,243

 

Derivative assets

 

 

114,720

 

 

 

77,881

 

Secured loans receivable

 

 

113,067

 

 

 

100,620

 

Precious metals held under financing arrangements

 

 

22,066

 

 

 

25,530

 

Inventories:

 

 

 

 

 

 

Inventories

 

 

579,400

 

 

 

645,812

 

Restricted inventories

 

 

517,744

 

 

 

335,831

 

 

 

1,097,144

 

 

 

981,643

 

Income tax receivable

 

 

1,562

 

 

 

 

Prepaid expenses and other assets

 

 

8,412

 

 

 

6,956

 

Total current assets

 

 

1,442,203

 

 

 

1,267,191

 

Operating lease right of use assets

 

 

9,543

 

 

 

5,119

 

Property, plant, and equipment, net

 

 

20,263

 

 

 

12,513

 

Goodwill*

 

 

200,133

 

 

 

100,943

 

Intangibles, net*

 

 

100,363

 

 

 

62,630

 

Long-term investments

 

 

50,458

 

 

 

88,535

 

Other long-term assets

 

 

3,753

 

 

 

8,640

 

Total assets*

 

$

1,826,716

 

 

$

1,545,571

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Lines of credit

 

$

 

 

$

235,000

 

Liabilities on borrowed metals

 

 

31,993

 

 

 

21,642

 

Product financing arrangements

 

 

517,744

 

 

 

335,831

 

Accounts payable and other payables

 

 

18,831

 

 

 

25,465

 

Deferred revenue and other advances

 

 

263,286

 

 

 

181,363

 

Derivative liabilities

 

 

26,751

 

 

 

8,076

 

Accrued liabilities

 

 

16,798

 

 

 

20,418

 

Income tax payable

 

 

 

 

 

958

 

Notes payable

 

 

8,367

 

 

 

95,308

 

Total current liabilities

 

 

883,770

 

 

 

924,061

 

Lines of credit

 

 

245,000

 

 

 

 

Notes payable

 

 

3,994

 

 

 

 

Deferred tax liabilities

 

 

23,383

 

 

 

16,677

 

Other liabilities

 

 

11,013

 

 

 

4,440

 

Total liabilities

 

 

1,167,160

 

 

 

945,178

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.01 par value, authorized 10,000,000 shares; issued and outstanding: none as of June 30, 2024 or June 30, 2023

 

 

 

 

 

 

Common stock, par value $0.01; 40,000,000 shares authorized; 23,965,427 and 23,672,122 shares issued and 22,953,391 and 23,336,387 shares outstanding as of June 30, 2024 and June 30, 2023, respectively

 

 

240

 

 

 

237

 

Treasury stock, 1,012,036 and 335,735 shares at cost as of June 30, 2024 and June 30, 2023, respectively

 

 

(28,277

)

 

 

(9,762

)

Additional paid-in capital*

 

 

168,771

 

 

 

169,034

 

Accumulated other comprehensive income (loss)

 

 

61

 

 

 

(1,025

)

Retained earnings*

 

 

464,538

 

 

 

440,639

 

Total A-Mark Precious Metals, Inc. stockholders’ equity*

 

 

605,333

 

 

 

599,123

 

Noncontrolling interest*

 

 

54,223

 

 

 

1,270

 

Total stockholders’ equity*

 

 

659,556

 

 

 

600,393

 

Total liabilities and stockholders’ equity*

 

$

1,826,716

 

 

$

1,545,571

 

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

16


 

 

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

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

 

 

 

Year Ended June 30,

 

 

 

2024

 

 

2023

 

 

2022

 

Revenues

 

$

9,699,039

 

 

$

9,286,561

 

 

$

8,159,254

 

Cost of sales

 

 

9,525,784

 

 

 

8,991,892

 

 

 

7,897,489

 

Gross profit

 

 

173,255

 

 

 

294,669

 

 

 

261,765

 

Selling, general, and administrative expenses

 

 

(89,800

)

 

 

(85,282

)

 

 

(76,618

)

Depreciation and amortization expense

 

 

(11,397

)

 

 

(12,525

)

 

 

(27,300

)

Interest income

 

 

27,168

 

 

 

22,231

 

 

 

21,800

 

Interest expense

 

 

(39,531

)

 

 

(31,528

)

 

 

(21,992

)

Earnings from equity method investments

 

 

4,044

 

 

 

12,576

 

 

 

6,907

 

Other income, net

 

 

2,071

 

 

 

2,663

 

 

 

1,953

 

Remeasurement gain on pre-existing equity interest*

 

 

14,369

 

 

 

 

 

 

 

Unrealized gains (losses) on foreign exchange

 

 

299

 

 

 

366

 

 

 

(98

)

Net income before provision for income taxes*

 

 

80,478

 

 

 

203,170

 

 

 

166,417

 

Income tax expense

 

 

(13,745

)

 

 

(46,401

)

 

 

(33,338

)

Net income*

 

 

66,733

 

 

 

156,769

 

 

 

133,079

 

Net income attributable to noncontrolling interest

 

 

487

 

 

 

409

 

 

 

543

 

Net income attributable to the Company*

 

$

66,246

 

 

$

156,360

 

 

$

132,536

 

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

 

 

 

 

 

 

 

 

 

Basic*

 

$

2.87

 

 

$

6.68

 

 

$

5.81

 

Diluted*

 

$

2.75

 

 

$

6.34

 

 

$

5.45

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

 

23,091,700

 

 

 

23,400,300

 

 

 

22,805,600

 

Diluted

 

 

24,120,800

 

 

 

24,648,600

 

 

 

24,329,500

 

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

 

 

17


 

 

A-MARK PRECIOUS METALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands; unaudited)

 

 

 

Year Ended June 30,

 

 

 

2024

 

 

2023

 

 

2022

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income*

 

$

66,733

 

 

$

156,769

 

 

$

133,079

 

Adjustments to reconcile net income to net cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

11,397

 

 

 

12,525

 

 

 

27,300

 

Amortization of loan cost

 

 

2,447

 

 

 

2,113

 

 

 

2,651

 

Deferred income taxes

 

 

(2,690

)

 

 

1,585

 

 

 

(4,106

)

Share-based compensation

 

 

1,923

 

 

 

2,176

 

 

 

2,140

 

Remeasurement gain on pre-existing equity method investment*

 

 

(14,369

)

 

 

 

 

 

 

Earnings from equity method investments

 

 

(4,044

)

 

 

(12,576

)

 

 

(6,907

)

Dividends and distributions received from equity method investees

 

 

642

 

 

 

978

 

 

 

1,678

 

Other

 

 

(166

)

 

 

(155

)

 

 

215

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

Receivables, net

 

 

10,438

 

 

 

61,797

 

 

 

(8,040

)

Secured loans receivable

 

 

 

 

 

1,012

 

 

 

757

 

Secured loans made to affiliates

 

 

56

 

 

 

 

 

 

3,042

 

Derivative assets

 

 

(36,243

)

 

 

13,862

 

 

 

(47,207

)

Precious metals held under financing arrangements

 

 

3,464

 

 

 

54,236

 

 

 

74,976

 

Inventories

 

 

(52,758

)

 

 

(240,625

)

 

 

(282,999

)

Prepaid expenses and other assets

 

 

(1,168

)

 

 

(3,336

)

 

 

(649

)

Accounts payable and other payables

 

 

(16,278

)

 

 

19,338

 

 

 

192

 

Deferred revenue and other advances

 

 

65,477

 

 

 

5,818

 

 

 

(18,871

)

Derivative liabilities

 

 

18,265

 

 

 

(67,704

)

 

 

68,241

 

Short term notes payable

 

 

8,367

 

 

 

 

 

 

 

Liabilities on borrowed metals

 

 

9,876

 

 

 

(37,775

)

 

 

(32,449

)

Accrued liabilities

 

 

(7,085

)

 

 

(937

)

 

 

2,425

 

Income tax payable

 

 

(985

)

 

 

576

 

 

 

(4,634

)

Net cash provided by (used in) operating activities

 

 

63,299

 

 

 

(30,323

)

 

 

(89,166

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Capital expenditures for property, plant, and equipment

 

 

(7,256

)

 

 

(4,783

)

 

 

(2,879

)

Acquisition of businesses, net of cash acquired*

 

 

(32,194

)

 

 

 

 

 

 

Purchase of long-term investments

 

 

(2,113

)

 

 

(7,950

)

 

 

(34,950

)

Purchase of an option to acquire long-term investments

 

 

 

 

 

(340

)

 

 

(5,300

)

Purchase of intangible assets*

 

 

(8,515

)

 

 

(5,000

)

 

 

 

Secured loans receivable, net

 

 

(12,489

)

 

 

24,599

 

 

 

(17,034

)

Other

 

 

(1,353

)

 

 

313

 

 

 

(400

)

Net cash (used in) provided by investing activities

 

 

(63,920

)

 

 

6,839

 

 

 

(60,563

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Product financing arrangements, net

 

 

157,541

 

 

 

53,160

 

 

 

81,643

 

Dividends paid

 

 

(41,840

)

 

 

(37,468

)

 

 

(22,645

)

Distributions paid to noncontrolling interest

 

 

 

 

 

(1,001

)

 

 

 

Net borrowings and repayments under lines of credit

 

 

10,000

 

 

 

20,000

 

 

 

30,000

 

Repayment of notes

 

 

(95,000

)

 

 

 

 

 

 

Proceeds from notes payable to related party

 

 

3,448

 

 

 

3,500

 

 

 

 

Repayments on notes payable to related party

 

 

 

 

 

(2,955

)

 

 

 

Repurchases of common stock

 

 

(22,303

)

 

 

(9,762

)

 

 

 

Debt funding issuance costs

 

 

(3,323

)

 

 

(485

)

 

 

(5,179

)

Proceeds from the exercise of share-based awards

 

 

1,963

 

 

 

1,884

 

 

 

2,323

 

Payments for tax withholding related to net settlement of share-based awards

 

 

(547

)

 

 

(1,854

)

 

 

(35

)

Net cash provided by financing activities

 

 

9,939

 

 

 

25,019

 

 

 

86,107

 

Net increase (decrease) in cash

 

 

9,318

 

 

 

1,535

 

 

 

(63,622

)

Cash, beginning of period

 

 

39,318

 

 

 

37,783

 

 

 

101,405

 

Cash, end of period

 

$

48,636

 

 

$

39,318

 

 

$

37,783

 

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

18


 

 

Overview of Results of Operations for the Three Months Ended June 30, 2024 and 2023

Consolidated Results of Operations

The operating results for the three months ended June 30, 2024 and 2023 were as follows (in thousands, except per share data):

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

2024

 

 

 

2023

 

 

 

Change

 

 

 

$

 

 

 

% of revenue

 

 

 

$

 

 

 

% of revenue

 

 

 

$

 

 

 

%

 

Revenues

 

$

2,524,955

 

 

 

 

100.000

%

 

 

$

3,119,355

 

 

 

 

100.000

%

 

 

$

(594,400

)

 

 

 

(19.1

%)

Gross profit

 

 

42,971

 

 

 

 

1.702

%

 

 

 

78,610

 

 

 

 

2.520

%

 

 

$

(35,639

)

 

 

 

(45.3

%)

Selling, general, and administrative expenses

 

 

(22,705

)

 

 

 

(0.899

%)

 

 

 

(22,844

)

 

 

 

(0.732

%)

 

 

$

(139

)

 

 

 

(0.6

%)

Depreciation and amortization expense

 

 

(2,845

)

 

 

 

(0.113

%)

 

 

 

(2,741

)

 

 

 

(0.088

%)

 

 

$

104

 

 

 

 

3.8

%

Interest income

 

 

8,073

 

 

 

 

0.320

%

 

 

 

6,064

 

 

 

 

0.194

%

 

 

$

2,009

 

 

 

 

33.1

%

Interest expense

 

 

(9,633

)

 

 

 

(0.382

%)

 

 

 

(8,925

)

 

 

 

(0.286

%)

 

 

$

708

 

 

 

 

7.9

%

Earnings from equity method investments

 

 

764

 

 

 

 

0.030

%

 

 

 

5,300

 

 

 

 

0.170

%

 

 

$

(4,536

)

 

 

 

(85.6

%)

Other income, net

 

 

466

 

 

 

 

0.018

%

 

 

 

662

 

 

 

 

0.021

%

 

 

$

(196

)

 

 

 

(29.6

%)

Remeasurement gain on pre-existing equity interest*

 

 

14,369

 

 

 

 

0.569

%

 

 

 

 

 

 

 

%

 

 

$

14,369

 

 

 

 

%

Unrealized gains on foreign exchange

 

 

215

 

 

 

 

0.009

%

 

 

 

116

 

 

 

 

0.004

%

 

 

$

99

 

 

 

 

85.3

%

Net income before provision for income taxes*

 

 

31,675

 

 

 

 

1.254

%

 

 

 

56,242

 

 

 

 

1.803

%

 

 

$

(24,567

)

 

 

 

(43.7

%)

Income tax expense

 

 

(3,040

)

 

 

 

(0.120

%)

 

 

 

(14,305

)

 

 

 

(0.459

%)

 

 

$

(11,265

)

 

 

 

(78.7

%)

Net income*

 

 

28,635

 

 

 

 

1.134

%

 

 

 

41,937

 

 

 

 

1.344

%

 

 

$

(13,302

)

 

 

 

(31.7

%)

Net (loss) income attributable to noncontrolling interest

 

 

(5

)

 

 

 

(0.000

%)

 

 

 

103

 

 

 

 

0.003

%

 

 

$

(108

)

 

 

 

(104.9

%)

Net income attributable to the Company*

 

$

28,640

 

 

 

 

1.134

%

 

 

$

41,834

 

 

 

 

1.341

%

 

 

$

(13,194

)

 

 

 

(31.5

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic*

 

$

1.25

 

 

 

 

 

 

 

$

1.80

 

 

 

 

 

 

 

$

(0.55

)

 

 

 

(30.6

%)

Diluted*

 

$

1.20

 

 

 

 

 

 

 

$

1.71

 

 

 

 

 

 

 

$

(0.51

)

 

 

 

(29.8

%)

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

19


 

 

Overview of Results of Operations for the Three Months Ended June 30, 2024 and March 31, 2024

Consolidated Results of Operations

 

The operating results for the three months ended June 30, 2024 and March 31, 2024 were as follows (in thousands, except per share data):

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

June 30, 2024

 

 

March 31, 2024

 

 

Change

 

 

 

$

 

 

% of
revenue

 

 

$

 

 

% of
revenue

 

 

$

 

 

%

 

Revenues

 

$

2,524,955

 

 

 

100.000

%

 

$

2,610,651

 

 

 

100.000

%

 

$

(85,696

)

 

 

(3.3

%)

Gross profit

 

 

42,971

 

 

 

1.702

%

 

 

34,838

 

 

 

1.334

%

 

$

8,133

 

 

 

23.3

%

Selling, general, and administrative expenses

 

 

(22,705

)

 

 

(0.899

%)

 

 

(22,854

)

 

 

(0.875

%)

 

$

(149

)

 

 

(0.7

%)

Depreciation and amortization expense

 

 

(2,845

)

 

 

(0.113

%)

 

 

(2,949

)

 

 

(0.113

%)

 

$

(104

)

 

 

(3.5

%)

Interest income

 

 

8,073

 

 

 

0.320

%

 

 

6,682

 

 

 

0.256

%

 

$

1,391

 

 

 

20.8

%

Interest expense

 

 

(9,633

)

 

 

(0.382

%)

 

 

(9,907

)

 

 

(0.379

%)

 

$

(274

)

 

 

(2.8

%)

Earnings (losses) from equity method investments

 

 

764

 

 

 

0.030

%

 

 

(206

)

 

 

(0.008

%)

 

$

970

 

 

 

470.9

%

Other income, net

 

 

466

 

 

 

0.018

%

 

 

763

 

 

 

0.029

%

 

$

(297

)

 

 

(38.9

%)

Remeasurement gain on pre-existing equity interest*

 

 

14,369

 

 

 

0.569

%

 

 

 

 

 

%

 

$

14,369

 

 

 

%

Unrealized gains on foreign exchange

 

 

215

 

 

 

0.009

%

 

 

73

 

 

 

0.003

%

 

$

142

 

 

 

194.5

%

Net income before provision for income taxes*

 

 

31,675

 

 

 

1.254

%

 

 

6,440

 

 

 

0.247

%

 

$

25,235

 

 

 

391.8

%

Income tax expense

 

 

(3,040

)

 

 

(0.120

%)

 

 

(1,286

)

 

 

(0.049

%)

 

$

1,754

 

 

 

136.4

%

Net income*

 

 

28,635

 

 

 

1.134

%

 

 

5,154

 

 

 

0.197

%

 

$

23,481

 

 

 

455.6

%

Net (loss) income attributable to noncontrolling interest

 

 

(5

)

 

 

(0.000

%)

 

 

141

 

 

 

0.005

%

 

$

(146

)

 

 

(103.5

%)

Net income attributable to the Company*

 

$

28,640

 

 

 

1.134

%

 

$

5,013

 

 

 

0.192

%

 

$

23,627

 

 

 

471.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic*

 

$

1.25

 

 

 

 

 

$

0.22

 

 

 

 

 

$

1.03

 

 

 

468.2

%

Diluted*

 

$

1.20

 

 

 

 

 

$

0.21

 

 

 

 

 

$

0.99

 

 

 

471.4

%

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

 

20


 

 

Overview of Results of Operations for the Fiscal Years Ended June 30, 2024 and 2023

Consolidated Results of Operations

 

The operating results for the fiscal years ended June 30, 2024 and 2023 were as follows (in thousands, except per share data):

 

Year Ended June 30,

 

2024

 

 

 

2023

 

 

 

Change

 

 

 

$

 

 

 

% of revenue

 

 

 

$

 

 

 

% of revenue

 

 

 

$

 

 

 

%

 

Revenues

 

$

9,699,039

 

 

 

 

100.000

%

 

 

$

9,286,561

 

 

 

 

100.000

%

 

 

$

412,478

 

 

 

 

4.4

%

Gross profit

 

 

173,255

 

 

 

 

1.786

%

 

 

 

294,669

 

 

 

 

3.173

%

 

 

$

(121,414

)

 

 

 

(41.2

%)

Selling, general, and administrative expenses

 

 

(89,800

)

 

 

 

(0.926

%)

 

 

 

(85,282

)

 

 

 

(0.918

%)

 

 

$

4,518

 

 

 

 

5.3

%

Depreciation and amortization expense

 

 

(11,397

)

 

 

 

(0.118

%)

 

 

 

(12,525

)

 

 

 

(0.135

%)

 

 

$

(1,128

)

 

 

 

(9.0

%)

Interest income

 

 

27,168

 

 

 

 

0.280

%

 

 

 

22,231

 

 

 

 

0.239

%

 

 

$

4,937

 

 

 

 

22.2

%

Interest expense

 

 

(39,531

)

 

 

 

(0.408

%)

 

 

 

(31,528

)

 

 

 

(0.340

%)

 

 

$

8,003

 

 

 

 

25.4

%

Earnings from equity method investments

 

 

4,044

 

 

 

 

0.042

%

 

 

 

12,576

 

 

 

 

0.135

%

 

 

$

(8,532

)

 

 

 

(67.8

%)

Other income, net

 

 

2,071

 

 

 

 

0.021

%

 

 

 

2,663

 

 

 

 

0.029

%

 

 

$

(592

)

 

 

 

(22.2

%)

Remeasurement gain on pre-existing equity interest*

 

 

14,369

 

 

 

 

0.148

%

 

 

 

 

 

 

 

%

 

 

$

14,369

 

 

 

 

%

Unrealized gains on foreign exchange

 

 

299

 

 

 

 

0.003

%

 

 

 

366

 

 

 

 

0.004

%

 

 

$

(67

)

 

 

 

(18.3

%)

Net income before provision for income taxes*

 

 

80,478

 

 

 

 

0.830

%

 

 

 

203,170

 

 

 

 

2.188

%

 

 

$

(122,692

)

 

 

 

(60.4

%)

Income tax expense

 

 

(13,745

)

 

 

 

(0.142

%)

 

 

 

(46,401

)

 

 

 

(0.500

%)

 

 

$

(32,656

)

 

 

 

(70.4

%)

Net income*

 

 

66,733

 

 

 

 

0.688

%

 

 

 

156,769

 

 

 

 

1.688

%

 

 

$

(90,036

)

 

 

 

(57.4

%)

Net income attributable to noncontrolling interest

 

 

487

 

 

 

 

0.005

%

 

 

 

409

 

 

 

 

0.004

%

 

 

$

78

 

 

 

 

19.1

%

Net income attributable to the Company*

 

$

66,246

 

 

 

 

0.683

%

 

 

$

156,360

 

 

 

 

1.684

%

 

 

$

(90,114

)

 

 

 

(57.6

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic*

 

$

2.87

 

 

 

 

 

 

 

$

6.68

 

 

 

 

 

 

 

$

(3.81

)

 

 

 

(57.0

%)

Diluted*

 

$

2.75

 

 

 

 

 

 

 

$

6.34

 

 

 

 

 

 

 

$

(3.59

)

 

 

 

(56.6

%)

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

21


 

 

Reconciliation of U.S. GAAP to Non-GAAP Measures for the Three Months Ended June 30, 2024 and 2023

 

A reconciliation of net income before provision for income taxes to adjusted net income before provision for income taxes for the three months ended June 30, 2024 and 2023 follows (in thousands):

 

Three Months Ended June 30,

 

2024

 

 

2023

 

 

Change

 

 

 

$

 

 

$

 

 

$

 

 

 

%

 

Net income before provision for income taxes*

 

$

31,675

 

 

$

56,242

 

 

$

(24,567

)

 

 

 

(43.7

%)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Remeasurement gain on pre-existing equity interest*

 

 

(14,369

)

 

 

 

 

$

14,369

 

 

 

 

%

Contingent consideration fair value adjustment

 

 

(370

)

 

 

 

 

$

370

 

 

 

 

%

Acquisition costs

 

 

363

 

 

 

101

 

 

$

262

 

 

 

 

259.4

%

Amortization of acquired intangibles

 

 

2,066

 

 

 

2,150

 

 

$

(84

)

 

 

 

(3.9

%)

Depreciation expense

 

 

779

 

 

 

591

 

 

$

188

 

 

 

 

31.8

%

Adjusted net income before provision for income taxes (non-GAAP)

 

$

20,144

 

 

$

59,084

 

 

$

(38,940

)

 

 

 

(65.9

%)

 

A reconciliation of net income to EBITDA, and operating cash flows to EBITDA for the three months ended June 30, 2024 and 2023 follows (in thousands):

 

Three Months Ended June 30,

 

2024

 

 

2023

 

 

Change

 

 

 

$

 

 

$

 

 

$

 

 

%

 

Net income*

 

$

28,635

 

 

$

41,937

 

 

$

(13,302

)

 

 

(31.7

%)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(8,073

)

 

 

(6,064

)

 

$

2,009

 

 

 

33.1

%

Interest expense

 

 

9,633

 

 

 

8,925

 

 

$

708

 

 

 

7.9

%

Amortization of acquired intangibles

 

 

2,066

 

 

 

2,150

 

 

$

(84

)

 

 

(3.9

%)

Depreciation expense

 

 

779

 

 

 

591

 

 

$

188

 

 

 

31.8

%

Income tax expense

 

 

3,040

 

 

 

14,305

 

 

$

(11,265

)

 

 

(78.7

%)

 

 

7,445

 

 

 

19,907

 

 

$

(12,462

)

 

 

(62.6

%)

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before interest, taxes, depreciation, and amortization (non-GAAP)*

 

$

36,080

 

 

$

61,844

 

 

$

(25,764

)

 

 

(41.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Operating Cash Flows to EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

82,439

 

 

$

(73,572

)

 

$

156,011

 

 

 

212.1

%

Changes in operating working capital

 

 

(67,653

)

 

 

116,110

 

 

$

(183,763

)

 

 

(158.3

%)

Interest expense

 

 

9,633

 

 

 

8,925

 

 

$

708

 

 

 

7.9

%

Interest income

 

 

(8,073

)

 

 

(6,064

)

 

$

2,009

 

 

 

33.1

%

Income tax expense

 

 

3,040

 

 

 

14,305

 

 

$

(11,265

)

 

 

(78.7

%)

Dividends and distributions received from equity method investees

 

 

(281

)

 

 

(427

)

 

$

(146

)

 

 

(34.2

%)

Earnings from equity method investments

 

 

764

 

 

 

5,300

 

 

$

(4,536

)

 

 

(85.6

%)

Remeasurement gain on pre-existing equity method investment*

 

 

14,369

 

 

 

 

 

$

14,369

 

 

 

%

Share-based compensation

 

 

(321

)

 

 

(569

)

 

$

(248

)

 

 

(43.6

%)

Deferred income taxes

 

 

2,690

 

 

 

(1,836

)

 

$

4,526

 

 

 

246.5

%

Amortization of loan cost

 

 

(619

)

 

 

(485

)

 

$

134

 

 

 

27.6

%

Other

 

 

92

 

 

 

157

 

 

$

(65

)

 

 

(41.4

%)

Earnings before interest, taxes, depreciation, and amortization (non-GAAP)*

 

$

36,080

 

 

$

61,844

 

 

$

(25,764

)

 

 

(41.7

%)

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

22


 

 

Reconciliation of U.S. GAAP to Non-GAAP Measures for the Three Months Ended June 30, 2024 and March 31, 2024

 

A reconciliation of net income before provision for income taxes to adjusted net income before provision for income taxes for the three months ended June 30, 2024 and March 31, 2024 follows (in thousands):

 

Three Months Ended

 

June 30, 2024

 

 

March 31, 2024

 

 

 

Change

 

 

 

$

 

 

$

 

 

 

$

 

 

 

%

 

Net income before provision for income taxes*

 

$

31,675

 

 

 

6,440

 

 

 

$

25,235

 

 

 

 

391.8

%

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Remeasurement gain on pre-existing equity interest*

 

 

(14,369

)

 

 

 

 

 

$

14,369

 

 

 

 

%

Contingent consideration fair value adjustments

 

 

(370

)

 

 

 

 

 

$

370

 

 

 

 

%

Acquisition costs

 

 

363

 

 

 

2,222

 

 

 

$

(1,859

)

 

 

 

(83.7

%)

Amortization of acquired intangibles

 

 

2,066

 

 

 

2,198

 

 

 

$

(132

)

 

 

 

(6.0

%)

Depreciation expense

 

 

779

 

 

 

751

 

 

 

$

28

 

 

 

 

3.7

%

Adjusted net income before provision for income taxes (non-GAAP)

 

$

20,144

 

 

$

11,611

 

 

 

$

8,533

 

 

 

 

73.5

%

 

A reconciliation of net income to EBITDA, and operating cash flows to EBITDA for the three months ended June 30, 2024 and March 31, 2024 follows (in thousands):

 

Three Months Ended

 

June 30, 2024

 

 

 

March 31, 2024

 

 

 

Change

 

 

 

$

 

 

 

$

 

 

 

$

 

 

 

%

 

Net income*

 

$

28,635

 

 

 

$

5,154

 

 

 

$

23,481

 

 

 

 

455.6

%

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(8,073

)

 

 

 

(6,682

)

 

 

$

1,391

 

 

 

 

20.8

%

Interest expense

 

 

9,633

 

 

 

 

9,907

 

 

 

$

(274

)

 

 

 

(2.8

%)

Amortization of acquired intangibles

 

 

2,066

 

 

 

 

2,198

 

 

 

$

(132

)

 

 

 

(6.0

%)

Depreciation expense

 

 

779

 

 

 

 

751

 

 

 

$

28

 

 

 

 

3.7

%

Income tax expense

 

 

3,040

 

 

 

 

1,286

 

 

 

$

1,754

 

 

 

 

136.4

%

 

 

7,445

 

 

 

 

7,460

 

 

 

$

(15

)

 

 

 

(0.2

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before interest, taxes, depreciation, and amortization (non-GAAP)*

 

$

36,080

 

 

 

$

12,614

 

 

 

$

23,466

 

 

 

 

186.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Operating Cash Flows to EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

82,439

 

 

 

$

82,044

 

 

 

$

395

 

 

 

 

0.5

%

Changes in operating working capital

 

 

(67,653

)

 

 

 

(72,804

)

 

 

$

(5,151

)

 

 

 

(7.1

%)

Interest expense

 

 

9,633

 

 

 

 

9,907

 

 

 

$

(274

)

 

 

 

(2.8

%)

Interest income

 

 

(8,073

)

 

 

 

(6,682

)

 

 

$

1,391

 

 

 

 

20.8

%

Income tax expense

 

 

3,040

 

 

 

 

1,286

 

 

 

$

1,754

 

 

 

 

136.4

%

Dividends received from equity method investees

 

 

(281

)

 

 

 

(92

)

 

 

$

189

 

 

 

 

205.4

%

Earnings (losses) from equity method investments

 

 

764

 

 

 

 

(206

)

 

 

$

970

 

 

 

 

470.9

%

Remeasurement gain on pre-existing equity method investment*

 

 

14,369

 

 

 

 

 

 

 

$

14,369

 

 

 

 

%

Share-based compensation

 

 

(321

)

 

 

 

(456

)

 

 

$

(135

)

 

 

 

(29.6

%)

Deferred income taxes

 

 

2,690

 

 

 

 

 

 

 

$

2,690

 

 

 

 

%

Amortization of loan cost

 

 

(619

)

 

 

 

(614

)

 

 

$

5

 

 

 

 

0.8

%

Other

 

 

92

 

 

 

 

231

 

 

 

$

(139

)

 

 

 

(60.2

%)

Earnings before interest, taxes, depreciation, and amortization (non-GAAP)*

 

$

36,080

 

 

 

$

12,614

 

 

 

$

23,466

 

 

 

 

186.0

%

 

* Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

 

 

23


 

 

Reconciliation of U.S. GAAP to Non-GAAP Measures for the Fiscal Years Ended June 30, 2024 and 2023

 

A reconciliation of net income before provision for income taxes to adjusted net income before provision for income taxes for the fiscal years ended June 30, 2024 and 2023 follows (in thousands):

 

Year Ended June 30,

 

2024

 

 

2023

 

 

Change

 

 

 

$

 

 

$

 

 

$

 

 

 

%

 

Net income before provision for income taxes*

 

$

80,478

 

 

$

203,170

 

 

$

(122,692

)

 

 

 

(60.4

%)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Remeasurement gain on pre-existing equity interest*

 

 

(14,369

)

 

 

 

 

$

14,369

 

 

 

 

%

Contingent consideration fair value adjustment

 

 

(370

)

 

 

 

 

$

370

 

 

 

 

%

Acquisition costs

 

 

3,126

 

 

 

285

 

 

$

2,841

 

 

 

 

996.8

%

Amortization of acquired intangibles

 

 

8,594

 

 

 

10,343

 

 

$

(1,749

)

 

 

 

(16.9

%)

Depreciation expense

 

 

2,803

 

 

 

2,182

 

 

$

621

 

 

 

 

28.5

%

Adjusted net income before provision for income taxes (non-GAAP)

 

$

80,262

 

 

$

215,980

 

 

$

(135,718

)

 

 

 

(62.8

%)

 

A reconciliation of net income to EBITDA, and operating cash flows to EBITDA for the fiscal years ended June 30, 2024 and 2023 follows (in thousands):

 

Year Ended June 30,

 

2024

 

 

2023

 

 

Change

 

 

 

$

 

 

$

 

 

$

 

 

 

%

 

Net income*

 

$

66,733

 

 

$

156,769

 

 

$

(90,036

)

 

 

 

(57.4

%)

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

(27,168

)

 

 

(22,231

)

 

$

4,937

 

 

 

 

22.2

%

Interest expense

 

 

39,531

 

 

 

31,528

 

 

$

8,003

 

 

 

 

25.4

%

Amortization of acquired intangibles

 

 

8,594

 

 

 

10,343

 

 

$

(1,749

)

 

 

 

(16.9

%)

Depreciation expense

 

 

2,803

 

 

 

2,182

 

 

$

621

 

 

 

 

28.5

%

Income tax expense

 

 

13,745

 

 

 

46,401

 

 

$

(32,656

)

 

 

 

(70.4

%)

 

 

37,505

 

 

 

68,223

 

 

$

(30,718

)

 

 

 

(45.0

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before interest, taxes, depreciation, and amortization (non-GAAP)*

 

$

104,238

 

 

$

224,992

 

 

$

(120,754

)

 

 

 

(53.7

%)

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Operating Cash Flows to EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

63,299

 

 

$

(30,323

)

 

$

93,622

 

 

 

 

308.7

%

Changes in operating working capital

 

 

(1,426

)

 

 

193,738

 

 

$

(195,164

)

 

 

 

(100.7

%)

Interest expense

 

 

39,531

 

 

 

31,528

 

 

$

8,003

 

 

 

 

25.4

%

Interest income

 

 

(27,168

)

 

 

(22,231

)

 

$

4,937

 

 

 

 

22.2

%

Income tax expense

 

 

13,745

 

 

 

46,401

 

 

$

(32,656

)

 

 

 

(70.4

%)

Dividends and distributions received from equity method investees

 

 

(642

)

 

 

(978

)

 

$

(336

)

 

 

 

(34.4

%)

Earnings from equity method investments

 

 

4,044

 

 

 

12,576

 

 

$

(8,532

)

 

 

 

(67.8

%)

Remeasurement gain on pre-existing equity method investment*

 

 

14,369

 

 

 

 

 

$

14,369

 

 

 

 

%

Share-based compensation

 

 

(1,923

)

 

 

(2,176

)

 

$

(253

)

 

 

 

(11.6

%)

Deferred income taxes

 

 

2,690

 

 

 

(1,585

)

 

$

4,275

 

 

 

 

269.7

%

Amortization of loan cost

 

 

(2,447

)

 

 

(2,113

)

 

$

334

 

 

 

 

15.8

%

Other

 

 

166

 

 

 

155

 

 

$

11

 

 

 

 

7.1

%

Earnings before interest, taxes, depreciation, and amortization (non-GAAP)*

 

$

104,238

 

 

$

224,992

 

 

$

(120,754

)

 

 

 

(53.7

%)

 

*Certain items are preliminary and subject to change as the Company finalizes acquisition-related accounting which will be included in A-Mark’s Form 10-K to be filed with the SEC on or before September 13, 2024.

 

24